Accord Financial : 2024 Management Information Circular

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

2024

TO BE HELD AT:

The Ridout Room at Lennox Hall,

First Canadian Place

3rd Floor, Suite 350

77 Adelaide Street West

Toronto, Ontario, Canada

Tuesday, May 14, 2024

4:15 p.m. (Eastern Daylight Time)

ACCORD FINANCIAL CORP.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the 2024 Annual Meeting (the "Meeting") of Shareholders of ACCORD FINANCIAL CORP. (the "Company") will be held at:

The Ridout Room at Lennox Hall

First Canadian Place

3rd Floor, Suite 350

77 Adelaide Street West

Toronto, Ontario, Canada

on Tuesday, May 14, 2024

4:15 p.m. (Eastern Daylight Time)

Record Date: The Company has fixed April 9, 2024 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, 2023, 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 at www.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 10, 2024) 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 8th of April, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

Simon Hitzig

Secretary

Accord Financial Corp.

ACCORD FINANCIAL CORP.

INVITATION TO SHAREHOLDERS

Dear Shareholder:

On behalf of the Board of Directors of Accord Financial Corp ("Board") I am pleased to invite you to attend the Company's Annual Meeting of Shareholders to be held at The Ridout Room at Lennox Hall, First Canadian Place, 3rd Floor, Suite 350 at 77 Adelaide Street West, Toronto, Ontario, Canada, on Tuesday, May 14, 2024, 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 all shareholders to 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.

TABLE OF CONTENTS

SOLICITATION OF PROXIES	1
APPOINTMENT AND REVOCATION OF PROXIES	1
VOTING BY NON-REGISTERED SHAREHOLDERS	2
VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES	3
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF	3
BUSINESS OF THE MEETING	3
FINANCIAL STATEMENTS	3
ELECTION OF DIRECTORS	4
Nominees for Election to the Board of Directors	4
Board of Directors Meetings Held and Attendance of Directors	8
Committees of the Board of Directors	8
COMPENSATION OF DIRECTORS	8
Directors' Compensation Structure	9
Individual Director Compensation	9
APPOINTMENT OF AUDITORS	10
Fees for Services Provided by KPMG LLP	10
COMPOSITION OF THE COMPENSATION COMMITTEE	10
COMPENSATION DISCUSSION AND ANALYSIS	10
PERFORMANCE GRAPH	14
EXECUTIVE COMPENSATION	15
Summary Compensation Table	15
Outstanding Option-based Awards to Named Executive Officers	16
Incentive Plan Awards - Value Vested or Earned During the Year	16
Employment and Termination Agreements	17
Indebtedness of Directors and Executive Officers	17
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	20
Mandate and Responsibilities of the Board	20
Majority Voting Policy in Director Elections	21
Director Term Limits	21
Composition of the Board	22
Committees of the Board	23
Expectations of Management	24
Gender Diversity and the Representation of Women on the Board and in Executive Officer
Positions	24
AUDIT COMMITTEE OF THE BOARD	25
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE	25
OTHER BUSINESS	25
ADDITIONAL INFORMATION	26
DIRECTORS' APPROVAL	27
APPENDIX A: CHARTER OF THE BOARD OF DIRECTORS	28

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 The Ridout Room at Lennox Hall, First Canadian Place, 3rd Floor, Suite 350 at 77 Adelaide Street West, Toronto, Ontario, Canada at 4:15 p.m. on Tuesday, May 14, 2024 (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 at www.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 at www.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 10, 2024 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,

1

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 the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, the Company will have distributed copies of the Notice of Meeting, this Circular and form of proxy (collectively, the "meeting materials") to the Intermediaries for onward distribution to Non-Registered Holders.

Non-Registered Holders who have not waived the right to receive meeting materials will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non- Registered Holders to direct the voting of the shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on which type of form they receive.

1. Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the meeting materials, a voting instruction form. If the Non-Registered Holder does not wish to attend and vote at the meeting (or have another person attend and vote on the Holder's behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the form. If a Non- Registered Holder wishes to attend and vote at the meeting (or have another person attend and vote on the Holder's behalf), the Non-Registered Holder must complete, sign and return the voting instruction form in accordance with the directions provided and a form of proxy giving the right to attend, and vote will be forwarded to the Non-Registered Holder.
2. Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the meeting materials, a form of proxy that may have already been signed by an Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of shares beneficially owned by the Non- Registered Holder, but which is otherwise not completed. If the Non-Registered Holder does not wish to attend and vote at the meeting (or have another person attend and vote on the Non-Registered Holder's behalf), the Non-Registered Holder must complete the form of proxy and deposit it with the Company's registrar and transfer agent, Computershare, at its office at 100 University Avenue 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, or by internet or telephone pursuant to the instructions provided in the form of proxy, by 4:15 p.m. May 10, 2024 or if the Meeting is adjourned, not later than 48 hours (excluding weekends and holidays) prior to the time of such adjourned Meeting. If a Non-Registered Holder wishes to attend and vote at the meeting (or have another person attend and vote on the Non-Registered Holder's behalf), the Non-Registered Holder must insert the Non-Registered Holder's (or such other person's) name in the blank space provided. Non-Registered Holders should follow the instructions on the forms they receive and contact their Intermediaries promptly if they need assistance.

2

VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES

The persons named in the enclosed form of proxy will vote the shares in respect of which they are appointed by proxy on any ballot that may be called for in accordance with the instructions thereon. In the absence of such specifications, such shares will be voted in favour of each of the matters referred to herein.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters, if any, which may properly come before the Meeting. At the date of this Circular, the management of the Company knows of no such amendments, variations, or other matters to come before the Meeting. However, if any other matters which are not known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxy.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

As at the date hereof, the Company had 8,558,913 issued and outstanding common shares ("shares"), each carrying one vote. Each holder of a share of record at the close of business on April 9, 2024, the record date established for notice of the Meeting, will, unless otherwise specified herein, be entitled to one vote for each share held by such holder on all matters proposed to come before the Meeting, except to the extent that such holder has transferred any such shares after the record date and the transferee of such shares establishes ownership thereof and makes a written demand, not later than 10 days before the Meeting, to be included in the list of shareholders entitled to vote at the Meeting, in which case the transferee will be entitled to vote such shares at the Meeting.

At the date hereof, to the knowledge of the management of the Company, the only persons beneficially owning, directly or indirectly, or exercising control or direction over, more than 10% of the issued and outstanding shares of the Company are as follows:

Shareholder	Number of	% of Issued and Outstanding
Common Shares	Common Shares
Oakwest Corporation Limited ("Oakwest")	2,121,051	24.78%
Hitzig Bros., Hargreaves & Co. Inc. ("Hitzig Bros.")	2,000,000	23.37%
3502236 Canada Inc. ("3502236")	1,047,840	12.24%

Management understands that Mr. Simon Hitzig, President and CEO ("CEO") of the Company, is a director, officer and shareholder of Hitzig Bros. Management further understands that Mr. David Beutel, Chair of the Board of Directors ("Chair") of the Company, is also a director, officer and shareholder of Oakwest and also understands that 3502236 Canada Inc. is a family holding company of, amongst others, Mr. Robert Tom, an employee of the Company who is a director, officer, and shareholder of 3502236.

BUSINESS OF THE MEETING

FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company for the fiscal year ended December 31 2023, and the auditors' report thereon are included in the Company's 2023 Annual Report, which was mailed to shareholders with this Circular.

3

ELECTION OF DIRECTORS

Management will propose at the Meeting that the seven nominees named on pages 4-7 be elected directors. The current Board is comprised of a majority of independent directors. All directors so elected will hold office until the next annual meeting of shareholders of the Company or until their successors are elected or appointed. The persons named in the enclosed form of proxy intend to cast the votes to which the shares represented by such proxy are entitled for the election of the nominees whose names are set forth below, unless the shareholder who has given such proxy has directed that the shares be withheld from voting in the election of one or more particular directors. Management of the Company does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason at or prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion. The Board approved each of the directors to be nominated for election.

The Board has adopted a policy regarding majority voting in the election of directors. This states that if the number of votes withheld for a particular director nominee is more than the votes in favour of such director, the director nominee will be required to immediately submit his resignation to the Company's Board for consideration by it. For further details regarding this policy see Majority Voting Policy ("MVP") on page 21 below.

Nominees for Election to the Board of Directors

Each year directors are elected or re-elected to the Board. The seven nominee director profiles below summarize each nominated director's skills and experience. They have been selected based on their collective ability to contribute to the broad range of issues that the Board considers when overseeing the Company's business and affairs. Six of the seven nominated directors are independent which ensures that the Board is able to operate independently of management and make decisions in the best interest of the Company and its shareholders.

The following table sets forth certain information with respect to the persons nominated by management for election to the Company's Board.

Burt Feinberg, New York, New York, U.S.A.

Principal Occupation: Managing Director and Head of Asset Based

Lending and Fund/Lender Finance, Apple Bank

Mr. Feinberg holds an MBA in Finance from the NYU Stern Business School and a BA from Binghamton University. Mr. Feinberg is currently Managing Director and Head of Asset Based Lending and Fund/Lender Finance at Apple Bank and

Independent director brings extensive experience in corporate finance, direct lending, asset-based lending, leveraged finance, retail finance, as well as equipment finance/leasing.

Previously he served as a consultant to boutique investment banks in placing debt and equity and as an advisor to financial institutions/asset managers and banks in starting new business initiatives. Prior to that he served 16 years as Managing Director and Group Head of CIT Commercial & Industrial and before that, spent 7 years with FINOVA Capital Corp. holding various management positions. Mr. Feinberg has been a director of Accord since April 1, 2022.

	Common Shares		Debentures		Deferred Share Units
	Held (#) [1] / Value ($) [4]		Held (#) / Value ($) [5]		Held (#)
	Nil		Nil		3,267

4

Independent director and Board Chair

David Beutel, Toronto, Ontario, Canada

Principal Occupation: Vice President and Secretary, Oakwest Corporation Limited (investment company)

Mr. Beutel holds a B.A. from University of Pennsylvania and an MBA from Schulich School of Business at York University. Mr. Beutel is a Vice President and Secretary of Oakwest, a private investment management and holding company. Prior to this, Mr. Beutel was the co-founder and managing partner of Belweather Capital Partners Inc., a merchant banking and private investment company in Toronto. He is Chair of Diamond Estates Wines and Spirits Inc. (TSX-V: DWS) as well as being a director of several private companies. Mr. Beutel has been a director of Accord since May 7, 2014, and was appointed as Chair of the Board on May 1, 2022.

	Common Shares		Debentures		Deferred Share Units
	Held (#) [1] / Value ($) [4]		Held (#) / Value ($) [5]		Held (#)
	2,121,051 [2] / $9,778,045		Nil		3,617

David Spivak, Vancouver, British Columbia, Canada

Principal Occupation: President, Brockstreet Capital

Mr. Spivak holds an MBA from the University of Chicago, a B. Comm. from the University of Manitoba and is a Certified Public Accountant (inactive) and has completed the CICA In-Depth Tax Course. Mr. Spivak is currently President of Brockstreet Capital, an investment and corporate finance advisory firm, and

Independent director prior to that was Group CFO and SVP Corporate Development of Persis Holdings Ltd., a private investment company. David previously served as the CFO of

Seaspan Corporation, the world's largest containership lessor. The majority of David's career was spent at Citigroup in Toronto and New York, where he held numerous positions, including Managing Director in the Investment Banking and Equity Capital Markets Groups. He is currently a Director of Höegh LNG Partners LP and a past member of the TSX Listings Advisory Committee. Mr. Spivak has been a director of Accord since April 1, 2022.

Common Shares	Debentures	Deferred Share Units
Held (#) [1] / Value ($) [4]	Held (#) / Value ($) [5]	Held (#)
2,500 / $11,525	Nil	3,267

5