Citadel Income Fund : Notice of Meeting and Information Circular - 2023

CITADEL INCOME FUND

NOTICE OF SPECIAL MEETING TO BE HELD ON NOVEMBER 7, 2023

AND INFORMATION CIRCULAR

October 2, 2023

October 2, 2023

Dear Unitholders:

We would like to extend to you, on behalf of the board of directors of Artemis Investment Management Limited ("Artemis" or the "Manager"), an invitation to attend the special meeting (the "Meeting") of the unitholders ("Unitholders") of Citadel Income Fund ("Citadel" or the "Fund") to be held at Brookfield Place, 181 Bay Street, Suite 2500, Ontario Room, Toronto, ON M5J 2T3 at 9:00 a.m. (Toronto time) on November 7, 2023.

Further to the press release dated September 14, 2023, the Fund is offering Unitholders the opportunity to redeem an aggregate of not less than 7,186,900 units of the Fund (the "Units") representing approximately 70% of the issued and outstanding Units as of the date hereof, on the terms described in the management information circular attached (the "Special Redemption").

Notice of Meeting and Circular

The information contained in the accompanying notice of meeting (the "Notice of Meeting") and management information circular (the "Circular") provide a description of the Special Redemption and include certain additional information to assist you in considering how to vote with respect to them. You are urged to read this information carefully and, if you require assistance, to consult your tax, financial, legal or other professional advisors. Except as otherwise stated therein, the information contained in the Notice of Meeting and Circular is given as of October 2, 2023.

Voting Your Units

Your vote is important. We urge you to consider your individual circumstances and vote in the manner most suitable to your situation. The details of the Meeting are described in the accompanying Notice of Meeting and Circular. If you have any questions or need assistance voting, please contact Artemis' investor relations line at [phone], by email at [e-mail] visit our website at www.artemisfunds.ca.

Yours truly,

CITADEL INCOME FUND,

by its manager ARTEMIS INVESTMENT MANAGEMENT LIMITED

"Trevor W. Maunder"

Trevor W. Maunder

Director, CEO, CFO, and Secretary

CITADEL INCOME FUND

NOTICE OF SPECIAL MEETING OF UNITHOLDERS

NOTICE IS HEREBY GIVEN OF the special meeting (the "Meeting") of holders ("Unitholders") of units ("Units") of Citadel Income Fund ("Citadel" or the "Fund") of which Artemis Investment Management Limited is the manager and trustee (the "Manager").

The Meeting will be held on November 7, 2023 at Brookfield Place, 181 Bay Street, Suite 2500, Ontario Room, Toronto, ON M5J 2T3 at 9:00 a.m. (Toronto time) for the following purposes:

1. To consider and, if thought fit, to pass an extraordinary resolution, the full text of which is included in the accompanying management information circular of the Fund dated October 2, 2023 (the "Circular") at Schedule "A", authorizing the Fund to redeem an aggregate of not less than 7,186,900 Units with each such Unit being redeemed for a price equal to the net asset value per Unit (the "NAV") less any redemption costs and fees which shall be equal to no greater than 4.5% of the NAV per Unit, plus applicable taxes (the "Special Redemption"); and
2. To transact such other related business as may be properly brought before the Meeting or any adjournment or postponement thereof.

In the event the Meeting is postponed or adjourned because a quorum of Unitholders is not in attendance, or for any other reason, such adjourned Meeting will be held not more than 14 days following the Meeting date, for the same purposes set out above at the same place as the original Meeting. The Unitholders present or represented by proxy at such adjourned meeting will form the necessary quorum for transacting the business before such adjourned meeting.

The record date for determining the Unitholders entitled to receive notice of and vote at the Meeting is the close of business on October 2, 2023 (the "Record Date"). A registered Unitholder may attend the Meeting in person or may be represented by proxy. Registered Unitholders (as defined in the accompanying Circular) who are unable to attend the Meeting or any adjournment or postponement thereof in person are requested to complete, date and sign the accompanying form of proxy (the "Proxy") and deliver it in accordance with the instructions set out in the Proxy and in the accompanying Circular.

To be effective, the Proxy must be received by Citadel's transfer agent, TSX Trust Company, not later than 9:00 a.m. (Toronto time) on November 3, 2023 (or no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to any reconvened Meeting in the event of an adjournment of the Meeting) or the completed and executed Proxy must be deposited with the Chair of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof. Voting instructions may also be provided by facsimile or the internet by following the instructions on the Proxy.

If you are a non-registered holder of Units and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the Proxy or voting instruction form ("VIF") provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by directors, officers and employees of the Manager at nominal cost. All costs of this solicitation of proxies by or on behalf of the Manager and Citadel will be borne, directly or indirectly, by the Fund.

The Proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, the Manager knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Meeting. Unitholders who are planning on returning the accompanying Proxy are encouraged to review the accompanying Circular carefully before submitting the Proxy. It is the intention of the persons named in the enclosed Proxy, if not expressly directed to the contrary in such Proxy, to vote in favour of the Special Redemption.

If you have any questions or require any assistance in completing your Proxy or VIF, please contact Artemis' investor relations line at [phone], by email at [e-mail], or visit Artemis' website at www.artemisfunds.ca.

Dated at Toronto, Ontario this 2nd day of October, 2023.

CITADEL INCOME FUND, by its manager ARTEMIS INVESTMENT MANAGEMENT LIMITED

(Signed) Trevor W. Maunder

Director, CEO, CFO, and Secretary

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Except for the statements of historical fact contained herein, the information presented in this Circular and the information incorporated by reference herein constitutes "forward-looking information" within the meaning of applicable Canadian Securities Laws (together, "forward-lookinginformation") concerning the business, operations, plans and financial performance and condition of Citadel. Often, but not always, forward-looking statements can be identified by words such as "pro forma", "plans", "expects", "may", "should", "could", "will", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or variations including negative variations of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved.

Forward-looking information is based on the opinions and estimates of management as of the date such information is provided. All statements, other than statements of historical fact, in this Circular that address the expected benefits of the Special Redemption or any alternative strategic plan, including the expected benefits to Unitholders and other stakeholders, as well as future financial and operating results, the completion of the Special Redemption or any alternative strategic plan, activities, events or developments that Citadel or a third party expect or anticipate will or may occur in the future, including Citadel's future growth, results of operations, performance and business prospects and opportunities and the assumptions underlying any of the foregoing, are forward-looking statements. These forward-looking statements are not historical facts but reflect Citadel's current expectations regarding future results or events and are based on information currently available to Citadel and on assumptions it believes are reasonable. Forward-looking statements are based upon a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond the control of Citadel, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the potential risk that the Special Redemption will not receive the required approval of Unitholders; failure to, in a timely manner, or at all, obtain the necessary approvals for the Special Redemption; the effect of the announcement of the Special Redemption on Citadel's relationships, operating results and business generally; significant transaction costs or unknown liabilities; general economic conditions; and those risks set out in the Citadel annual information form for the fiscal year ended December 31, 2022 ("Annual Information Form"), which is available on Citadel's System for Electronic Document Analysis and Retrieval ("SEDAR+") profile at www.sedarplus.com.

Although Citadel has attempted to identify important factors that could cause plans, actions, events or results to differ materially from those described in forward-looking statements in this Circular, and the documents incorporated by reference herein, there may be other factors that cause plans, actions, events or results not to be as anticipated, estimated or intended. There is no assurance that such statements will prove to be accurate as actual plans, results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements in this Circular, nor in the documents incorporated by reference herein. All of the forward- looking statements made in this Circular, including all documents incorporated by reference herein, are qualified by these cautionary statements.

NOTE TO UNITHOLDERS IN THE UNITED STATES

The Fund is a closed-end investment fund established as a trust under the laws of the Province of Ontario, Canada. This solicitation of proxies is not subject to the requirements of Section 14(a)of the United States Securities Exchange Act of 1934, as amended (the "U.S. Act"). Accordingly, this solicitation of proxies ins made in the United States with respect to the securities of Citadel in accordance with Canadian securities laws and this Circular has been prepared in accordance with the disclosure requirements applicable in