Accord Financial : 2022 Management Information Circular

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR 2022

TO BE HELD AT:

Toronto Board of Trade 3rd Floor, First Canadian Place

77 Adelaide Street West Toronto, Ontario, Canada

Wednesday, May 4, 2022 4:15 p.m. (Eastern Daylight Time)NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the 2022 Annual Meeting (the "Meeting") of Shareholders of ACCORD FINANCIAL CORP. (the "Company") will be held at:

Toronto Board of Trade 3rd Floor, First Canadian Place

77 Adelaide Street West Toronto, Ontario, Canada

on Wednesday, May 4, 2022 at 4:15 p.m. (Eastern Daylight Time)

Record Date: The Company has fixed March 25, 2022 as the record date for the Meeting.

IMPORTANT NOTICE

The following business will be conducted at the Meeting:

• 1. to receive the Audited Consolidated Financial Statements of the Company for the fiscal year ended December 31, 2021, together with the auditors' report thereon;

• 2. to elect directors of the Company;

• 3. to appoint KPMG LLP, Chartered Professional Accountants, as auditors of the Company and to authorize the Company's directors, through their Audit Committee, to fix the remuneration to be paid to the auditors;

• 4. to transact such other business as may properly come before the Meeting or any adjournment thereof.

As a shareholder, you are entitled to attend the Meeting and to cast one vote for each common share that you own. If you are a registered shareholder and are unable to attend the Meeting, you will be able to vote on the items of business set out in 2, 3 & 4 above by completing the form of proxy included with the accompanying Management Information Circular (the "Circular"). The Circular explains how the voting process works.

If you are not able to be present at the Meeting, please exercise your right to vote by voting online atwww.investorvote.com,by telephone at 1-866-732-VOTE (8683) or by signing and returning the enclosed form of proxy or voting instruction form to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 so as to arrive not later than 4:15 p.m. (EDT) on the second business day preceding the date of the Meeting (namely, May 2, 2022) or any adjournment thereof. Please see the form of proxy received for more information on voting your shares.

The Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice.

Dated at Toronto, Ontario, the 31st day of March 2022

BY ORDER OF THE BOARD OF DIRECTORS

Simon Hitzig

Secretary

INVITATION TO SHAREHOLDERS

Dear Shareholder:

On behalf of Accord Financial's Board of Directors ("Board"), I am pleased to invite you to attend the Company's Annual Meeting of Shareholders to be held at Toronto Board of Trade, 3rd Floor, First Canadian Place, 77 Adelaide Street West, Toronto, Ontario, Canada, on Wednesday, May 4, 2022 at 4:15 p.m.

The Meeting gives you the opportunity to learn more about your Company, receive its financial results, and hear about our plans for the future. The items of business to be considered at this meeting are described in the Notice of Annual Meeting of Shareholders and accompanying Management Information Circular (the "Circular"). The Company strongly encourages that all shareholders vote their shares prior to the meeting, as it is important that your shares be represented and voted, by using the enclosed proxy or voting instruction form and voting in the manner detailed in the Circular. We encourage you to familiarize yourself with the information in the Circular in order to decide how you want to vote your shares. We look forward to your participation.

The Board and management thank you for your continued support.

Sincerely,

Simon Hitzig President and CEO Accord Financial Corp.

ACCORD FINANCIAL CORP.
MANAGEMENT INFORMATION CIRCULAR
TABLE OF CONTENTS	PAGE
SOLICITATION OF PROXIES	1
APPOINTMENT AND REVOCATION OF PROXIES	1
VOTING BY NON-REGISTERED SHAREHOLDERS	1
VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES	2
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF	2
BUSINESS OF THE MEETING	3
FINANCIAL STATEMENTS	3
ELECTION OF DIRECTORS	3
Nominees for Election to the Board of Directors	3
Board of Directors Meetings Held and Attendance of Directors	6
Committees of the Board of Directors	6
Cease Trade Orders, Bankruptcies, Penalties or Sanctions	7
COMPENSATION OF DIRECTORS	7
Directors' Compensation Structure	7
Individual Director Compensation	8
APPOINTMENT OF AUDITORS	8
Fees for Services Provided by KPMG LLP	9
ISSUE OF UP TO 850,000 SHARES UNDER THE COMPANY'S 2021 STOCK OPTION PLAN	9
COMPOSITION OF THE COMPENSATION COMMITTEE	9
COMPENSATION DISCUSSION AND ANALYSIS	9
PERFORMANCE GRAPH	13
EXECUTIVE COMPENSATION	14
Summary Compensation Table	14
Outstanding Option-based Awards to Named Executive Officers	15
Outstanding Share-based Awards to Named Executive Officers	15
Incentive Plan Awards - Value Vested or Earned During the Year	15
Employment and Termination Agreements	16
Indebtedness of Directors and Executive Officers	16
NUMBER OF SECURITIES TO BE ISSUED AND AVAILABLE UNDER THE COMPANY'S SECURITY BASED
COMPENSATION ARRANGEMENTS AS OF DECEMBER 31, 2021	16
2021 Stock Option Plan Summary	16
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	18
Mandate and Responsibilities of the Board	19
Majority Voting Policy in Director Elections	20
Director Term Limits	20
Composition of the Board	20
Committees of the Board	21
Expectations of Management	22
Gender Diversity and the Representation of Women on the Board and in Executive Officer Positions	22
AUDIT COMMITTEE OF THE BOARD	23
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE	23
OTHER BUSINESS	23
ADDITIONAL INFORMATION	23
DIRECTORS' APPROVAL	24
APPENDIX A: CHARTER OF THE BOARD OF DIRECTORS	25

ACCORD FINANCIAL CORP.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

The information contained in this Management Information Circular (the "Circular") is furnished in connection with the solicitation of proxies to be used at the Annual Meeting of Shareholders of Accord Financial Corp. ("Accord" or the "Company") to be held at Toronto Board of Trade, 3rd Floor, First Canadian Place, 77 Adelaide Street West, Toronto, Ontario at 4:15 p.m. on Wednesday, May 4, 2022 (the "Meeting"), and at all adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting. It is expected that the solicitation will be made primarily by mail but proxies may also be solicited personally by directors, officers or employees of the Company. The solicitation of proxies by this Circular is being made by or on behalf of the management of the Company. The total cost of the solicitation will be borne by the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy accompanying this Circular are directors and officers of the Company. A shareholder of the Company has the right to appoint a person other than the persons specified in such form of proxy and who need not be a shareholder of the Company to attend and act for the shareholder and on the shareholder's behalf at the Meeting. Such right may be exercised by striking out the names of the persons specified in the form of proxy, inserting the name of the person to be appointed in the blank space provided in the form of proxy, signing the form of proxy and returning it in the reply envelope in the manner set forth in the accompanying Notice of Meeting, or if voting online atwww.investorvote.com,by inserting the name of the person to be appointed proxy in the appropriate space.

In the case of registered Shareholders, to be valid, a written proxy being deposited with the Company must be dated and manually signed by the Shareholder or his/her attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer or attorney. The proxy, to be acted upon, must be deposited with the Company by mail, through its registrar and transfer agent, Computershare Trust Company of Canada ("Computershare"), at its office at 100 University Avenue 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, by hand to the same address in Toronto, Ontario, by internet atwww.investorvote.com(in which case you will be prompted to enter your Control Number, which is located on the accompanying Form of Proxy) or by telephone, by calling 1-866-732-VOTE (8683) (toll free within North America), by 4:15 p.m. on May 2, 2022 or if the Meeting is adjourned, not later than 48 hours (excluding weekends and holidays) prior to the time of such adjourned Meeting.

A shareholder who has given a proxy has the right to revoke it as to any matter on which a vote has not already been cast pursuant to the authority conferred by that proxy and may do so: (i) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney who is authorized by a document that is signed in writing or by electronic signature that complies with the requirements of the Business Corporations Act (Ontario) (the "OBCA"); or (ii) by transmitting, by telephonic or electronic means, a revocation that is signed by electronic signature that complies with the requirements of the OBCA; or (iii) if voting online, by changing the name of, or deleting, the proxy previously appointed, in each case to be received (a) at the registered office of the Company, Suite 602, 40 Eglinton Avenue East, Toronto, Ontario, M4P 3A2 (or by fax at [phone]) or at the offices of Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, up to and including 4:15 p.m. (EDT) on the second business day immediately preceding the day of the Meeting, or any adjournment or postponement thereof, at which the proxy is to be used or (b) by the Chair of the Meeting on the day of the Meeting or any adjournment or postponement thereof before it is exercised on any particular matter or (c) if voting online, submitting the change before 4.15 pm (EDT) on the second business day immediately preceding the day of the meeting, or any adjournment or postponement thereof or (d) in any other manner permitted by law. A shareholder who has given a proxy may also revoke it in any other manner permitted by law.

VOTING BY NON-REGISTERED SHAREHOLDERS

Only registered Shareholders of the Company or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, common shares of the Company are beneficially owned by a person (a "Non-Registered Holder") and are registered either: (i) in the name of an intermediary (an "Intermediary") with whom the Non-Registered Holder deals in respect of the common shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in

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