Exco Technologies : 2022 Management Informational Circular

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS
Voting Information ....................................................................................................................................................................	1
Registered Shareholder Voting Instructions ...................................................................................................	2
Benecial Shareholder Voting Instructions .....................................................................................................	3
Notice and Access .....................................................................................................................................................	4
Election of Directors ..................................................................................................................................................................	5
Appointment of Auditors .......................................................................................................................................................	5
Director Descriptions ..............................................................................................................................................	6
Compensation of Directors ...................................................................................................................................	9
Report on Corporate Governance .......................................................................................................................	11
Executive Compensation Discussion & Analysis ...........................................................................................	16
Performance Graph ..................................................................................................................................................	21
Summary Compensation Table ............................................................................................................................	21
Incentive Plan Awards ..............................................................................................................................................	22
Executive Contracts ...................................................................................................................................................	23
Stock Option Plan .......................................................................................................................................................	23
Normal Course Issuer Bid ..........................................................................................................................................................	24
Director & Ocer Liability Insurance ....................................................................................................................................	25
Schedule A - Board Charter ......................................................................................................................................................	26
Schedule B
Chair Terms of Reference ........................................................................................................................................	29
Lead Director Terms of Reference ........................................................................................................................	30
Role of President and CEO ......................................................................................................................................	31

Voting Information

This management information circular is furnished in connection with the solicitation by management of Exco Technologies Limited of proxies to be used at the annual meeting of shareholders to be held on Wednesday, January 25, 2023, at 4:30 p.m. and at all adjournments thereof, for the purposes stated in the accompanying Notice of Meeting. We are holding the meeting as a completely virtual meeting, where all shareholders regardless of geographic location will have an opportunity to participate. Given this format, all shareholders are strongly advised to carefully read the voting instructions below that are applicable to them.

In this document

• we, us, our and Exco mean Exco Technologies Limited
• you, your and shareholders mean owners of Exco common shares
• shares means Exco common shares
• circular means this management information circular
• meeting and virtual meeting means our 2022 virtual annual meeting of shareholders, to be held on Wednesday, January 25, 2023 and adjournments thereof
• board means the Exco board of directors
  Our record date is December 6, 2022. All information in this circular is as of December 6, 2022 and in Canadian dollars, unless noted otherwise.
  Our head oce
  Exco Technologies Limited 130 Spy Court, 2nd Floor Markham, Ontario
  L3R 5H6

How to vote at our 2022 annual meeting

Wednesday, January 25, 2023

4:30 p.m. (Toronto time)

You can vote your Exco common shares if you owned them at the close of business on December 6, 2022.

Exco Technologies Limited

Virtual only meeting via live webcast online at https://virtual-meetings.tsxtrust.com/1410 Password: exco2023 (case sensitive).

Two ways to vote

1. At our virtual meeting
2. By proxy, using your proxy or voting instruction form

Who can vote

You can vote your Exco common shares if you owned them at the close of business on the December 6, 2022. Only registered shareholders or duly appointed proxyholders can vote at the virtual meeting.

How many votes you have

You have one vote for every share you held on December 6, 2022. On December 6, 2022, there were 38,912,464 shares outstanding and eligible to vote.

What you're voting on

We need a simple majority of votes (50% plus one vote) cast for each item to be approved.

			Where to read about it
The board recommends you vote FOR
these items		appointing our auditor	page 5
		electing our directors	page 5

1

When To Vote

We encourage you to submit your vote in advance by going to www.voteproxyonline.com and enter your 12- digit control number on your proxy, by, facsimile to 416-595-9593, or by mail to TSX Trust Company 301-100 Adelaide Street West, Toronto, ON M5H 4H1 Attention: Proxy Department.

When can I join the annual meeting online?

You may begin to log into the meeting platform beginning at 4:15 p.m. Toronto time on Wednesday, January 25, 2023. The meeting will begin promptly at 4:30 p.m. Toronto time on Wednesday, January 25, 2023.

Voting Shares and Principal Holders

As of December 6, 2022, our directors and ocers were not aware of any person or company, or combination of people or companies acting together, who benecially owned (directly or indirectly) or exercised control or direction over more than 10% of our common shares other than the following:

Shareholder	# of common shares	% of ownership
Brian A. Robbins (including spouse, children and related corporations)	9,939,428	25.54
Kernwood Limited (private investment company 50% owned by Edward H. Kernaghan.)	9,794,400	25.17

Counting the votes

Our transfer agent, TSX Trust Company, counts and tabulates the proxies.

Your vote is private

Your vote is kept condential among TSX Trust Company and Exco and will only be used to meet legal requirements.

Questions?

Contact our transfer agent, TSX Trust Company: Tel [phone] (Toronto area)

Tel [phone] (North America) Fax [phone]

Email [e-mail]

How to vote if

you're a registered

shareholder

You're registered shareholder if you hold your shares directly with Exco.

Two ways to vote

1. At our virtual meeting
2. By proxy, using the proxy form we sent you

How to vote at our virtual meeting if you're a registered shareholder

1. Log in athttps://virtual-meetings.tsxtrust.com/1410 at least 15 minutes before the meeting starts
2. Click on "I have a control number/meeting access number"
3. Enter your 12-digit control number (on your proxy form)
4. Enter the case sensitive password: exco2023
5. Once polls are open, shareholders would click on the voting icon on the left side of their screen - if you have previously voted and do not wish to change your vote, your vote has already been counted and no further action is required

You have to be connected to the internet at all times to be able to vote - it's your responsibility to make sure you stay connected for the entire meeting.

How to vote by proxy

Voting by proxy means appointing someone (your proxyholder) to attend the meeting and vote according to instructions you've provided.

1. Appoint someone to be your proxyholder

Brian A. Robbins, Executive chair of the board, and, in his absence, Paul E. Riganelli, director, will be your proxyholders unless you appoint someone else.

If you want to appoint someone else to be your proxyholder, cross out the executive chair and director names, and write in the name of the person you're appointing. Your proxyholder doesn't have to be an Exco shareholder, but he or she attends the virtual meeting and votes your shares for you.

2

TSX Trust

Company

100 Adelaide Street

West, Suite 301

Toronto, Ontario

M5H 4H1

Fax [phone]

The person you appoint will need to ll out the 'Request for a Control Number' form at https://tsxtrust.com/resource/en/75. Then email this form to TSX Trust at tsxtrustproxyvoting @tmx.com to receive their meeting access number needed to login to the platform. It is the responsibility of the Exco shareholder to advise their proxy (the person they appoint) to contact TSX Trust to request a control number. Without the control number, proxyholders will not be able to participate at the meeting.

2. Provide your voting instructions

Use the forms to specify how you want to vote on each item. Your proxyholder has to follow these instructions.

If you don't specify how you want your shares to be voted, your proxyholder can vote your shares as he or she sees t. In this situation, Brian A Robbins and, in his absence, Paul E Riganelli will vote your shares:

• for each director
• for our auditor

If there are amendments to the items or other items are properly brought before the meeting, your proxyholder can vote as he or she sees t. As of the date of this circular, management was not aware of any proposed amendments or other matters to be presented at the meeting.

3. Send in your proxy form

Sign and date the form, and mail it to our transfer agent by 4:30 p.m. (Toronto time) on January 23, 2023. You can send it to TSX Trust Company by mail, voting online or fax.

How to change your vote

You can also change your vote by sending in another properly completed and signed proxy form with a later date, as long as it is received by 4:30 pm (Toronto time) on January 23, 2023 or the second last business day prior to the date the meeting is reconvened if it is adjourned.

How to vote if

you're a benecial

shareholder

You're a benecial shareholder if you hold your shares through an intermediary (a bank, securities broker, trust company, clearing agency or other nancial institution).

Your intermediary

will vote your shares,

but you have the

right to tell it how to

vote.

3

How to vote at our virtual meeting if you're a benecial shareholder

1. Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or voting instruction form. Do not ll out your voting instructions
2. Sign and send it to your intermediary, following the voting deadline and submission instructions on the voting instruction form
3. Fill out the "Request for a Control Number" form athttps://tsxtrust.com/resource/en/75 by 4:30p.m. (Toronto Time) on January 23, 2023. Then email this form to TSX Trust at [e-mail] to receive the meeting access number needed to login to the platform
4. Log in athttps://virtual-meetings.tsxtrust.com/1410 at least 15 minutes before the meeting starts
5. Click on "I have a control number/meeting access number"
6. Enter your control number/meeting access number provided by [e-mail]
7. Enter the case sensitive password: exco2023
8. Once polls are open, shareholders would click on the voting icon on the left side of their screen

You have to be connected to the internet at all times to be able to vote - it's your responsibility to make sure you stay connected for the entire meeting. We also suggest that shareholders and guests do not use Internet Explorer, and to use the latest versions of their browsers.

How to vote by proxy

Voting by proxy means appointing someone (your proxyholder) to attend the meeting and vote according to instructions you've provided.

1. Appoint someone to be your proxyholder

Brian A. Robbins, Executive chair of the board, and, in his absence, Paul E. Riganelli, director, will be your proxyholders unless you appoint someone else.

Two ways to vote

1. At our virtual meeting
2. By proxy, using the proxy or voting instruction form your intermediary sent you

If you want to appoint someone else to be your proxyholder, cross out the executive chair and director names, and write in the name of the person you're appointing. Your proxyholder doesn't have to be an Exco shareholder, but he or she goes to the meeting and votes your shares for you.

1. Sign the form and follow instructions provided on the voting information form with respect to the voting deadline and submission of your voting instruction form. You would also have to tell the appointed proxy holder that they should attend the meeting virtually. Such proxy holder would also have to follow the additional steps: of contacting [e-mail] and providing them with the "Request for a Control Number" form located at https://tsxtrust.com/resource/er/75
2. If you change your mind and want to vote at the meeting, follow the instructions on your voting information form to see if this is possible and what steps you need to take.

How to change your vote

If you have provided voting instructions to your intermediary and change your mind about how you want to vote, or you decide to virtually attend the meeting and vote. Contact your intermediary to nd out what to do.

About your voting materials

Your intermediary sent you this circular and a proxy or voting instruction form unless you told them not to send you voting information. If we sent you these materials directly, your intermediary gave us your name, address and information about your shareholdings in accordance with securities regulatory requirements. By choosing to send these materials to you directly, we have assumed responsibility for delivering them to you and for following your voting instructions.

NOTICE AND ACCESS

We have elected to use the notice-and-access provisions under National Instrument 54-101. This mechanism allows Exco to deliver proxy-related materials to all shareholders by posting the materials on our transfer agent's website rather than delivering the materials by mail. The use of the notice-and-access provisions reduces paper use and mailing costs. Shareholders can access proxy-related material from the transfer agent's website at https://docs.tsxtrust.com/2086 and under Exco's SEDAR prole at www.sedar.com. A paper copy can also be obtained from Exco.

We will not use procedures known as "stratication" in relation to the use of Notice-and-Access provisions. Stratication occurs when a reporting issuer using the Notice-and-Access provisions provides a paper copy of the information circular to some shareholders with the notice package. In relation to the meeting, all shareholders will receive the required documentation under the Notice-and-Access provisions, which will not include a paper copy of the circular.

The Notice of Meeting provides basic information about the meeting and the matters to be voted on, explains how a shareholder can obtain a paper copy of this information circular and any related nancial statements and management discussion & analysis, and explains the Notice-and-Access process. The Notice of Meeting has been delivered to shareholders by us, along with the form of proxy or voting information form.

We will be delivering proxy-related materials to non-objecting benecial shareholders directly. Exco will pay for delivery of materials to objecting benecial shareholders and as a result they will receive the meeting materials.

Any shareholder who wishes to receive a paper copy of this circular must contact our transfer agent, TSX Trust Company, Proxy Department, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, fax number (416) 595 - 9593. Shareholders may call 1 - 866 - 600 - 5869 or email at [e-mail]. In order to ensure that a paper copy of this circular can be delivered to a requesting shareholder in time for such shareholder to review the circular and return a proxy or voter instruction form prior to the proxy deadline, it is strongly suggested that shareholders ensure that its request is received by no later than January 16, 2023.

4