Special Meeting: March 25, 2024

BRIDGEMARQ REAL ESTATE SERVICES INC.

NOTICE OF SPECIAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

DATED MARCH 1, 2024

WITH RESPECT TO THE

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 25, 2024

The board of directors of Bridgemarq Real Estate Services Inc. ("Bridgemarq") recommends that Shareholders vote FORthe Transaction Resolution (each as defined in the enclosed Management Information Circular).

These materials are important and require your immediate attention. They require Shareholders to make important decisions. If you have any questions or require more information with respect to voting your shares of Bridgemarq, please contact Bridgemarq's proxy advisor, Carson Proxy Advisors, at 1-800-530-5189 (collect 416-751-2066) or [e-mail], or Bridgemarq's transfer agent, TSX Trust Company, at 1-800-387-0825 (Canada and U.S. only) or 416-682-3860 or [e-mail].

LETTER TO SHAREHOLDERS OF

BRIDGEMARQ REAL ESTATE SERVICES INC.

March 1, 2024

Dear fellow shareholders:

On behalf of the board of directors (the "Board") of Bridgemarq Real Estate Services Inc. (the "Company" and together with its subsidiaries, "Bridgemarq"), I am pleased to invite you to a special meeting (the "Meeting") of the holders of restricted voting shares ("Restricted Voting Shares") and the special voting share of the Company (the "Shareholders") being held virtually at https://virtual-meetings.tsxtrust.com/1601 on Monday, the 25th day of March, 2024 at 11:00 a.m. (EDT).

On December 14, 2023, the Company entered into a definitive agreement (the "Purchase Agreement") to indirectly acquire all of the issued and outstanding shares in the capital of Bridgemarq Real Estate Services Manager Limited (the "Manager") and Proprio Direct Inc. ("Proprio") from an affiliate of Brookfield Business Partners L.P. (collectively, "Brookfield") in consideration for the issuance by Residential Income Fund L.P. (the "Partnership"), an affiliate of the Company, of approximately 2,902,854 Class B subordinated limited partnership units ("Class B LP Units"), subject to certain customary purchase price adjustments (the "Transaction"). The Class B LP Units are exchangeable into Restricted Voting Shares on a one-for-one basis.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable pass, an ordinary resolution (the "Transaction Resolution") to approve the issuance of up to 3,000,000 Class B LP Units by the Partnership pursuant to the Transaction, and the issuance of the Restricted Voting Shares that may be issued by the Company upon the exchange of such Class B LP Units.

The Transaction is intended to position Bridgemarq for future growth and will allow Bridgemarq to:

• acquire a significant portfolio of high-quality residential real estate brokerages operating across Canada (the "Brokerages"), including 19 Royal LePage® and Johnston & Daniel® brokerages, 5 Via Capitale® brokerages and Proprio Direct®, one of the leading and fastest growing virtual brokerages based in Québec; and
• by acquiring the Manager, internalize Bridgemarq's existing management services arrangements, including the retention of the employees of the Manager that have been responsible for managing Bridgemarq and the Brokerages for the past two decades, and the termination of management fee payments to Brookfield.

At the 5-dayvolume-weighted average trading price of the Restricted Voting Shares, on the Toronto Stock Exchange as of December 13, 2023, the last trading day prior to the announcement of the entering into of the Purchase Agreement, of $11.74 per Restricted Voting Share, the Class B LP Units issuable pursuant to the Transaction represented a value for the Transaction of approximately $34 million. As a result of the Transaction, Brookfield's ownership interest in the Company is expected to increase from approximately 28.4% to approximately 41.7%, subject to applicable purchase price adjustments.

The Transaction is a result of extensive arm's length negotiations between Brookfield and a special committee of the Board (the "Special Committee") comprised of independent directors appointed to review, consider, negotiate and evaluate the Transaction. The Special Committee retained an independent financial advisor and independent legal counsel to assist in the discharge of its mandate.

The Board, on the recommendation of the Special Committee, unanimously approved entering into the Purchase Agreement and recommends that Shareholders vote FORthe Transaction Resolution. The Transaction is expected to provide meaningful benefits to Bridgemarq and Shareholders, including but not limited to:

• Compelling Pro Forma Financial Metrics. The Transaction is expected to meaningfully enhance the scale of Bridgemarq and deleverage the business through the settlement of certain deferred management fees and distributions owing to Brookfield. Given the expected liquidity of the pro forma entity, the Company anticipates maintaining existing levels of cash dividends per share, subject to the discretion of the Board.
• Expanded Acquisition and Growth Opportunities. With the acquisition of the Brokerages, the Transaction is expected to add to Bridgemarq's capability to capture future growth across a broader spectrum of the real estate industry through both organic growth and future acquisition opportunities. The addition of highly-regardedbest-in-class real estate brokerage operations is expected to provide Bridgemarq with the scale to grow in its current markets and to expand beyond those markets increasing value for Shareholders. Particularly, the Proprio model provides compelling opportunities to expand its platform to markets outside of Québec.
• Expanded Revenue Opportunities. The broadening of the business to include brokerage operations is expected to enable Bridgemarq to capture additional revenue and add increased capability to service sales representatives in the markets they serve.
• Simplified Organizational Structure. The Transaction is expected to result in a more traditional and simplified organizational model, allowing for increased efficiency of operations and focused, dedicated management.
• Stronger Alignment of Interests. The simplified organizational structure resulting from the Transaction is expected to create a stronger alignment of interests among management, the Board, and Shareholders and more efficient decision-making. By combining the Brokerages with the Royal LePage® and Via Capitale® franchise networks, the Transaction is also expected to empower the management team to respond to market dynamics more efficiently through its enhanced service offerings.
• Strengthened Franchise Network. With the expansion of business lines to include direct brokerage operations, Bridgemarq is expected to be in a better position to grow its industry-leading national network of REALTORS® and brokers in addition to diversifying its revenue streams.
• Proven Leadership Team. The business of Bridgemarq following the completion of the Transaction will be led by Spencer Enright as Chief Executive Officer, the current Chief Executive Officer of the
  Manager, and Mr. Enright will continue to serve as a director on the Board. The Company's current Chief Financial Officer, Glen McMillan, will continue in his role with the Company. The Company's current Chief Executive Officer, Phil Soper, will continue his role in managing all brokerage and franchise relationships as the President of the Company. Messrs. Enright, McMillan and Soper are talented and experienced executives whose dedicated efforts and focus will continue to benefit the future operations and business plans of Bridgemarq following the completion of the Transaction.
• Benefits from Increased Size and Scale. Upon completion of the Transaction, the Company will have broader revenue sources, which may be of interest to a broader investor base and potentially attract analyst coverage providing more exposure for the Company's Restricted Voting Shares.

Further details regarding the expected benefits of the Transaction as well as details regarding the potential risks of the Transaction are included in the accompanying management information circular dated March 1, 2024 (the "Circular").

Your vote is important.

Shareholders are encouraged to provide voting instructions on the enclosed form of proxy as soon as possible. The Company's transfer agent, TSX Trust Company, must receive your proxy by no later than 11:00 a.m. (EDT) on March 21, 2024, or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays) before any such adjourned or postponed Meeting. If you have any questions or require

more information with respect to voting your shares of the Company, please contact the Company's proxy advisor, Carson Proxy Advisors, at 1-800-530-5189 (collect 416-751-2066) or [e-mail], or the Company's transfer agent, TSX Trust Company, at 1-800-387-0825 (Canada and U.S. only) or 416-682-3860 or [e-mail].

If you are a non-registered Shareholder (for example, if you hold Restricted Voting Shares in an account with a broker or an intermediary), you should follow the voting procedures described in the form of proxy or voting instruction form provided by your intermediary or contact your intermediary for information as to how you can vote your Restricted Voting Shares. Note that the deadlines set by your intermediary for submitting your form of proxy or voting instruction form may be earlier than the dates described above.

The Circular describes the Transaction and includes certain additional information to assist you in considering how to vote on the Transaction Resolution. This information is important and you are urged to read this information carefully.

Thank you for your ongoing support as we prepare to take part in this important event in the history of Bridgemarq.

Sincerely,

Spencer Enright

Spencer Enright

Chair of the Board of Directors

Bridgemarq Real Estate Services Inc.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the special meeting (the "Meeting") of holders (the "Shareholders") of restricted voting shares (the "Restricted Voting Shares") and the special voting share (the "Special Voting Share") of BRIDGEMARQ REAL ESTATE SERVICES INC. (the "Company") will be held by way of a virtual meeting accessible at https://virtual-meetings.tsxtrust.com/1601 on Monday, the 25th day of March, 2024 at 11:00 a.m. (EDT) for the following purposes:

1. to consider and, if deemed advisable pass, with or without variation, an ordinary resolution (the
   "Transaction Resolution"), the full text of which is set out in Appendix B to the accompanying management information circular dated March 1, 2024 (the "Circular"), to approve the issuance of up to 3,000,000 Class B subordinated limited partnership units (the "Class B LP Units") of Residential Income Fund L.P. (the "Partnership"), a subsidiary of the Company, and the issuance of the Restricted Voting Shares that may be issued by the Company upon the exchange of such Class B LP Units pursuant to the terms of the Exchange Agreement (as defined in the Circular), as consideration for the acquisition by the Partnership of all of the outstanding shares of Bridgemarq Real Estate Services Manager Limited and Proprio Direct Inc. pursuant to a share purchase agreement dated December 14, 2023 among (inter alia) the Company, the Partnership and Brookfield BBP (Canada) L.P. (the "Transaction"), all as more particularly described in the Circular; and
2. to transact such other business as may be properly brought before the Meeting or any adjournment(s) or postponement(s) thereof.

The password to access the Meeting is "bresi2024" and is case sensitive.

The board of directors of the Company (the "Board") has fixed the close of business on February 14, 2024 as the record date (the "Record Date") for the determination of the Shareholders entitled to receive notice of, and to vote at, the Meeting. Only Shareholders whose names have been entered in the register of Shareholders as of the Record Date will be entitled to receive notice of, and to vote at, the Meeting. The Board recommends that you

vote FORthe Transaction Resolution.

Shareholders are entitled to vote at the Meeting or by proxy, as described in the Circular under the heading "PART I - VOTING INFORMATION". Only registered Shareholders, or the persons appointed as their proxies, are entitled to attend and vote at the Meeting. For information with respect to Shareholders who own their Restricted Voting Shares through an intermediary, see "PART I - VOTING INFORMATION - Non-RegisteredShareholders" in the accompanying Circular.

Under the rules of the Toronto Stock Exchange, Brookfield BBP (Canada LP) and its affiliates will be excluded for purposes of the vote to approve the Transaction Resolution. Brookfield BBP (Canada LP) and its affiliates own 315,000 Restricted Voting Shares and one Special Voting Share of the Company.

Whether or not you are able to attend the Meeting, you are encouraged to provide voting instructions on the enclosed form of proxy as soon as possible. Bridgemarq's transfer agent, TSX Trust Company (the "Transfer Agent"), must receive your proxy by no later than 11:00 a.m. (EDT) on March 21, 2024, or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays) before any such adjourned or postponed Meeting. The completed form(s) of proxy must be deposited with the Transfer Agent by mail at TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1, by fax at 416-595- 9593, or by e-mail at [e-mail]. If you intend to vote at the Meeting or wish your proxyholder to do so, you can obtain a control number by contacting TSX Trust Company at 1-866-751-6315 (within North America) or 1-416-682-3860 (outside of North America) by no later than 11:00 a.m. (EDT) on March 21, 2024.

If you are a non-registered Shareholder (for example, if you hold Restricted Voting Shares in an account with a broker or an intermediary), you should follow the voting procedures described in the form of proxy or voting instruction form provided by your intermediary or contact your intermediary for information as to how you can

vote your Restricted Voting Shares. Note that the deadlines set by your intermediary for submitting your form of proxy or voting instruction form may be earlier than the dates described above.

Late proxies may be accepted or rejected by the Chair of the Meeting at their sole discretion. The Chair of the Meeting is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at their discretion, without notice.

DATED this 1st day of March, 2024.

By Order of the Board of Directors

(signed) Spencer Enright Chairman of the Board

Table of Contents
GENERAL MATTERS	3
Information Contained in this Circular	3
General	4
Trademarks and Trade Names	4
Forward-Looking Information	4
Non-GAAP Measures	6
FREQUENTLY ASKED QUESTIONS	8
Questions Relating to the Transaction	8
Questions Relating to the Meeting	11
PART I - VOTING INFORMATION	15
Solicitation of Proxies	15
Appointment of Proxies	15
Non-Registered Shareholders	15
Revocation	16
Attendance at the Meeting	17
Voting of Shares Represented by Management Proxies	17
Quorum	18
Voting Securities and Principal Holders of Voting Securities	18
PART II - THE TRANSACTION	19
Overview	19
Background of the Transaction	19
Reasons for the Recommendation	21
Summary of the Material Agreements	24
Purchase Agreement	24
Voting Support Agreements	27
Fairness Opinion	28
Recommendations of the Special Committee	29
Recommendations of the Board	29
Shareholder Approval	29
Securities Laws Matters	30
Other Regulatory Matters	33
PART III - INFORMATION CONCERNING THE PARTIES	34
Information Concerning the Target Companies	34
Information Concerning the Company Following Completion of the Transaction	34
PART IV - RISK FACTORS	43
Risks Related to the Transaction	43
Risks Related to Bridgemarq and the Target Entities after the Transaction	45
PART V - ADDITIONAL INFORMATION	55
Indebtedness of Directors and Executive Officers	55
Interest of Informed Persons in Material Transactions	55
Interest of Certain Persons or Companies in Matters to be Acted Upon	55
Auditors, Transfer Agent and Registrar; Interests of Experts	56
Management of the Company	56
Additional Information	58
Other Business	58
DIRECTORS' APPROVAL	59
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APPENDIX A GLOSSARY	A-1
APPENDIX B TRANSACTION RESOLUTION	B-1
APPENDIX C FAIRNESS OPINION	C-1
APPENDIX D INFORMATION CONCERNING THE TARGET COMPANIES	D-1
APPENDIX E FINANCIAL STATEMENTS OF THE TARGET COMPANIES	E-1
APPENDIX F UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS	F-1

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BRIDGEMARQ REAL ESTATE SERVICES INC.

MANAGEMENT INFORMATION CIRCULAR

FOR THE SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 25, 2024

GENERAL MATTERS

Information Contained in this Circular

All capitalized terms used herein but not otherwise defined have the meanings set forth under "Glossary" attached as Appendix A to this Management Information Circular (the "Circular").

This Circular is delivered in connection with the solicitation of proxies by and on behalf of management and the directors of the Company for use at the special meeting (the "Meeting") of Shareholders and for the purposes set out in the foregoing Notice of Meeting and any adjournment or postponement thereof in connection with the proposed Transaction. At the Meeting, Shareholders will be asked to vote on a resolution approving the issuance by the Partnership of the Consideration Units and Deferred Distribution Payment Units pursuant to the Transaction and the issuance by the Company of the Underlying Shares.

No person is authorized to give any information or make any representation in connection with the Transaction not contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Company or as being accurate. For greater certainty, to the extent that any information provided on the Company's website is inconsistent with this Circular, you should rely on the information provided in this Circular.

All summaries of and references to the Transaction documents in this Circular, including the Purchase Agreement, the Transition Services Agreement and the Voting Support Agreements, the Transaction Resolution and the Fairness Opinion are qualified in their entirety by the complete text of such documents, which are either included as an appendix to this Circular or available under the Company's profile on SEDAR+ at www.sedarplus.ca. You are urged to read carefully the full text of these documents and this Circular, including all appendices and schedules thereto.

The information in this Circular is given as at March 1, 2024 unless otherwise indicated.

All information relating to Brookfield has been provided to the Company by Brookfield. The Company has relied upon this information without having made any independent inquiries as to the accuracy or completeness thereof; however, the Company has no reason to believe such information is misleading or inaccurate. Neither the Board nor Bridgemarq assumes any responsibility for the accuracy or completeness of such information or for any omission on the part of Brookfield to disclose facts or events which may affect the accuracy or completeness of any such information.

This Circular does not constitute an offer to sell or a solicitation of an offer to purchase any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation of an offer or proxy solicitation.

Shareholders should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own legal, tax, financial or other professional advisors in considering the relevant legal, tax, financial or other matters contained in this Circular.

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General

Unless the context indicates otherwise, references to "we", "us" and "our" in this Circular refer to the Company. Words in this Circular importing the singular number, where the context requires, include the plural and vice versa and words importing any gender include all genders. In this Circular, unless otherwise noted, all dollar amounts are expressed in Canadian dollars.

Trademarks and Trade Names

This Circular includes certain trademarks, such as "Royal LePage", "Via Capitale", "Johnston & Daniel", "Proprio Direct" and "REALTORS" which are protected under applicable intellectual property laws and are our property or which we are permitted to use under license. Solely for convenience, our trademarks, copyrights and trade names referred to in this Circular may appear without the ®,™ or © symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, copyrights and trade names.

Forward-Looking Information

This Circular contains certain forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively, "forward-lookingstatements") relating to future events, including statements with respect to the Transaction, and the future performance of Bridgemarq and the Target Entities as a combined company, in addition to business prospects or opportunities. Actual results may differ materially from those expressed or implied by forward-looking statements. The forward-looking statements contained in this Circular are expressly qualified by this cautionary statement. Forward-looking statements speak only as of the date of this Circular, unless otherwise indicated, and Bridgemarq does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by applicable laws.

All statements other than statements of historical fact may be forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, forecasts, guidance, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "may", "expect", "anticipate", "continue", "will", "appear", "until", "potential", "intend", "could" and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking statements include, but are not limited to, statements with respect to:

• the Transaction;
• the anticipated timing for completion of the Transaction;
• the anticipated benefits of the Transaction (including pro forma financial metrics, expanded growth opportunities and a strengthened Franchise Network);
• the likelihood of the Transaction being completed;
• certain statements made in, and based upon, the Fairness Opinion;
• statements related to the business and future activities of Bridgemarq and the Target Entities after the date of this Circular;
• the receipt and/or satisfaction of all approvals and conditions in connection with the Transaction;
• the anticipated costs and expenses of the Transaction; and
• such other statements regarding Bridgemarq's expectations, intentions, plans and beliefs.

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