Notice of Annual and Special Meeting of Shareholders of Information Services Corporation to be held on June 30, 2020 and Management Information Circular May 29, 2020 company.isc.ca TSX:ISV Contents Page Letter to Shareholders ....................................................................................................................................................................................................... 3 Notice of Annual and Special Meeting ........................................................................................................................................................................ 4 Management Information Circular ............................................................................................................................................................................... 5 About the Meeting ............................................................................................................................................................................................................. 5 Who Can Vote ....................................................................................................................................................................................................................... 6 How to Vote ........................................................................................................................................................................................................................... 7 Principal Owners of Class A Shares ............................................................................................................................................................................10 Business of the Meeting ..................................................................................................................................................................................................11 Director Compensation ...................................................................................................................................................................................................29 Compensation Discussion and Analysis....................................................................................................................................................................32 Employment Agreements, Termination and Change of Control Benefits ....................................................................................................46 Securities Authorized for Issuance Under Equity Compensation Plans ........................................................................................................47 Stock Option Plan ..............................................................................................................................................................................................................48 Additional Information ....................................................................................................................................................................................................50 Appendix A – Amended and Restated Stock Option Plan .................................................................................................................................51 2 ISC® MANAGEMENT INFORMATION CIRCULAR 2020 May 29, 2020 Dear Shareholder: We are pleased to invite you to the annual and special meeting of shareholders of Information Services Corporation (“ISC”), which will be held at 1:00 p.m. (Saskatchewan time/MDT) on June 30, 2020, at Innovation Place, 6 Research Drive, Regina, Saskatchewan. The annual and special meeting is an opportunity to consider matters of importance to ISC® and shareholders. You are encouraged to read the accompanying management information circular in advance of the meeting, which describes the business to be conducted at the meeting and provides information on ISC’s approach to executive compensation and governance practices. In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of our shareholders, employees and other stakeholders, ISC is encouraging shareholders and others not to attend the meeting in person this year. This year, more than ever, we encourage you to vote your shares prior to the meeting. Please refer to the “How to Vote” section of the management information circular for further information. Anyone who regards their physical attendance at the meeting as essential is asked to contact ISC at [email protected] so that appropriate measures can be put in place to facilitate physical distancing and other precautions to ensure the health and safety of all attendees. ISC will follow the guidance and orders of Provincial and Federal public health authorities in that regard, including those restricting the size of public gatherings. An audio webcast of the meeting and conference call will be available at company.isc.ca/investor-relations/events and shareholders will have the opportunity to ask questions through the conference call at the end of the meeting. The audio file with a replay of the webcast will be available about 24 hours after the meeting on ISC’s website at the link above. The Board of Directors and management look forward to your participation at the annual and special meeting. Sincerely, Joel Teal Jeff Stusek Board Chair President and Chief Executive Officer ISC® MANAGEMENT INFORMATION CIRCULAR 2020 3 Notice of Annual and COVID-19 Notice Special Meeting We are actively monitoring the COVID-19 situation and are sensitive to the public health Notice is hereby given that the annual and special meeting and travel concerns our shareholders, directors, (“Meeting”) of shareholders of Information Services Corporation employees, communities and other stakeholders (“ISC” or the “Company”) will be held on Tuesday, June 30, 2020, at may have as well as the protocols public health 1:00 p.m. (Saskatchewan time/MDT) at Innovation Place, 6 Research authorities may recommend. Drive, Regina, Saskatchewan, for the following purposes: This year, more than ever, we encourage you to 1. To receive the Company’s consolidated financial statements for vote your shares prior to the Meeting. Please read the year ended December 31, 2019, and the auditor’s report on the “How to Vote” section in the accompanying those financial statements; management information circular or the 2. To elect directors of the Company for the ensuing year, subject instructions on the proxy or voting instruction to the right of the Lieutenant Governor in Council of the Province form. of Saskatchewan to appoint three of the members of the Board Anyone who regards their physical attendance at of Directors; the Meeting as essential is asked to contact ISC at 3. To appoint Deloitte LLP as our auditor for the ensuing year and [email protected] so that appropriate to authorize the directors to fix the auditor’s remuneration; measures can be put in place to facilitate physical 4. To consider, and if thought appropriate, approve unallocated distancing and other precautions to ensure the options under, and amendments to, the Company’s stock option health and safety of all attendees. ISC will follow plan; and the guidance and orders of Provincial and Federal public health authorities in that regard, including 5. To transact such other business as may properly come before the those restricting the size of public gatherings. Meeting and any adjournment or postponement thereof. We remind shareholders that an audio webcast YOUR VOTE IS IMPORTANT. Our management information circular, of the Meeting and conference call will be which includes a detailed description of the matters to be dealt with available at company.isc.ca/investor-relations/ at the Meeting, accompanies this Notice. As a shareholder, it is events and shareholders will have an opportunity important that you read this material carefully and vote your shares. through the conference call to ask questions at To be valid, proxies (and changes thereto) must be received by ISC’s the end of the Meeting. The audio file with a Corporate Secretary, c/o AST Trust Company (Canada) by 1:00 p.m. replay of the webcast will be available about (Saskatchewan time/MDT) on June 26, 2020, or, if the Meeting is 24 hours after the Meeting on ISC’s website at adjourned or postponed, at least 48 hours, exclusive of Saturdays, the link above. Sundays and holidays, before the adjourned or postponed Meeting is reconvened. In the event it is not possible or advisable to hold the Meeting in person, we will announce Dated at Regina, Saskatchewan on the 29th day of May, 2020. alternative arrangements for the Meeting via By order of the Board of Directors, news release as promptly as practicable, which may include changing the date, time or location of the Meeting. We will post any updates on our website Kathy E. Hillman-Weir, Q.C. (company.isc.ca/investor-relations) as the Executive Vice-President, Chief Corporate Officer, situation develops. General Counsel and Corporate Secretary 4 ISC® MANAGEMENT INFORMATION CIRCULAR 2020 Management Information Circular You have received this management information circular (“Circular”) because you owned Class A Limited Voting Shares (“Class A Shares”) of Information Services Corporation at the close of business on May 29, 2020 (“Record Date”). As a shareholder, you have the right to attend our annual and special meeting (“Meeting”) of