MCAN Mortgage : Management Information Circular

MCAN MORTGAGE CORPORATION (d/b/a MCAN FINANCIAL GROUP)

NOTICE OF ANNUAL GENERAL MEETING

OF SHAREHOLDERS

TO BE HELD MAY 7, 2024

AND

MANAGEMENT INFORMATION CIRCULAR

March 15, 2024

NOTICE OF ANNUAL GENERAL MEETING

OF SHAREHOLDERS

OF MCAN MORTGAGE CORPORATION

(d/b/a MCAN FINANCIAL GROUP)

NOTICE is hereby given that an annual general meeting ("Meeting") of the shareholders of MCAN Mortgage Corporation (d/b/a MCAN Financial Group) ("MCAN", or the "Corporation") will be held at Vantage Venues, 150 King Street West, Meeting Room S7, 27th Floor, Toronto, Ontario M5H 1J9, on Tuesday, May 7, 2024 at 4:30 p.m. (Toronto time), which will also be accessible online via live video webcast at https://meetnow.global/MGDMT6Jfor the following purposes:

1. to receive the consolidated financial statements of the Corporation for the year ended December 31, 2023 and the report of the Auditors thereon;
2. to elect the Board of Directors;
3. to appoint Auditors;
4. to consider, and if deemed advisable, approve an advisory resolution on the Board of Directors' approach to executive compensation; and
5. to transact such other business as may properly be brought before the Meeting.

The specific details of the matters proposed to be put before the Meeting are set forth in the Management Information Circular in respect of the Meeting.

MCAN is conducting a hybrid shareholder meeting, allowing participation both in person and online. Shareholders will have an equal opportunity to participate at the Meeting regardless of their geographic location or share ownership and will have the ability to engage with directors of the Corporation and management as well as other shareholders.

Shareholders who attend the Meeting online will do so by accessing a live webcast of the Meeting via the internet. Shareholders will be able to access the Meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the meeting platform will be supported across Chrome, Safari, Edge and Firefox browsers and devices that are running the most updated version of the applicable software plugins.

Only registered shareholders and duly appointed proxyholders can vote online at the Meeting at https://meetnow.global/MGDMT6Jwhere they can also participate and submit questions during the Meeting's live webcast. Beneficial shareholders (being shareholders who hold their common shares of the Corporation ("Common Shares") through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend the meeting online as guests and may ask questions, but will not be able to vote online at the Meeting.

A shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including a beneficial shareholder who wishes to appoint themselves) must carefully follow the instructions in the Management Information Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with MCAN's transfer agent, Computershare Trust Company of Canada at http://www.computershare.com/MCANafter submitting their form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving an invite code to vote online and such proxyholder will only be able to attend the Meeting online as a guest.

Shareholders may register and log into the live webcast platform from 4:00 p.m. on Tuesday, May 7, 2024. You should allow ample time to check into the Meeting online and complete the related procedure.

Your vote is important regardless of the number of Common Shares you hold. Whether or not you are able to attend the Meeting, we encourage you to complete, date, sign and return the enclosed form of proxy or voting instruction form in accordance with the instructions therein so that your Common Shares can be voted at the Meeting or any continuation after an adjournment or postponement thereof in accordance with your instructions.

Please read the enclosed Management Information Circular to learn more about the Meeting, our director nominees, and our executive compensation and governance practices.

BY ORDER OF THE BOARD

	SYLVIA PINTO
March 15, 2024	CORPORATE SECRETARY

TO BE COUNTED PROXIES MUST BE RECEIVED BY COMPUTERSHARE TRUST COMPANY OF CANADA

NO LATER THAN 5:00 P.M. (TORONTO TIME) ON MAY 3, 2024

In order to ensure that your proxy is received in time for MCAN's Annual General Meeting to be held

on Tuesday, May 7, 2024, we recommend that you vote in any of the following ways:

VOTING METHOD	REGISTERED SHAREHOLDERS/		OBJECTING BENEFICIAL
	NON-OBJECTING BENEFICIAL		SHAREHOLDERS
	SHAREHOLDERS/EMPLOYEES
	If your Common Shares are held in	If your Common Shares are held
	your name and represented by a	with an investment dealer, a
	physical certificate or if your		broker, bank or other
	Common Shares are held with an	intermediary
	investment dealer, a broker, bank or
	other intermediary or you are a
	participant in the Corporation's
	Employee Share Ownership Plan
INTERNET	Go to www.investorvote.com	and	Go to www.proxyvote.comand enter
	follow the instructions.	You will need	your 16-digit control number, which is
	your 15-digit control number, which is	located on the enclosed voting
	on your proxy form or voting	instruction form.
	instruction form.
FAX	Complete, sign and date your proxy	N/A
	form or voting instruction form and
	send it by fax to Computershare Trust
	Company	of	Canada	at
	1-866-249-7775(toll-free in North
	America) or 1-416-263-9524 (outside
	of North America).
MAIL	Complete, sign and date your proxy	Complete, sign and date your voting
	form or voting instruction form and	instruction form and return it in the
	return it in the envelope provided.		envelope provided.

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TABLE OF CONTENTS
GENERAL INFORMATION	1
INFORMATION ON VOTING	1
VOTING MATTERS	1
RECORD DATE FOR NOTICE OF MEETING	1
COMMON SHARES OUTSTANDING AND OWNERS OF MORE THAN 10% OF THE COMMON SHARES	2
VOTING BY PROXY	2
REGISTERED SHAREHOLDERS	2
BENEFICIAL SHAREHOLDERS	2
APPOINTING A PROXYHOLDER	3
VOTING DISCRETION OF PROXYHOLDER	3
CUMULATIVE VOTING	4
REVOKING YOUR PROXY	4
PARTICIPATING AT THE MEETING	5
VOTING AT THE MEETING	6
SUBMITTING QUESTIONS	6
CONFIDENTIALITY	6
QUESTIONS	6
BUSINESS TO BE TRANSACTED AT THE MEETING	6
FINANCIAL STATEMENTS	6
ELECTION OF DIRECTORS	7
ADVANCE NOTICE FOR NOMINATION OF DIRECTORS	7
INFORMATION CONCERNING NOMINEES AS DIRECTORS	8
APPOINTMENT OF AUDITORS	8
SHAREHOLDERS ADVISORY VOTE ON THE BOARD'S APPROACH TO EXECUTIVE COMPENSATION	9
VOTING RESULTS	9
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	10
MCAN'S GOVERNANCE AT A GLANCE	10
COMPOSITION OF THE BOARD	11
DIRECTOR COMPETENCY MATRIX	17
ADDITIONAL DISCLOSURE RELATING TO PROPOSED DIRECTORS	19
BOARD DIVERSITY POLICY	19
PUBLIC COMPANY DIRECTORSHIPS	20
INTERLOCKING DIRECTORSHIPS	21
MAJORITY VOTING FOR DIRECTORS	21
BOARD MANDATE	21
BOARD OPERATIONS	21
CHAIR OF THE BOARD	22
INDIVIDUAL DIRECTOR MANDATE	22
COMMITTEES OF THE BOARD	22
AUDIT COMMITTEE	22
CONDUCT REVIEW, CORPORATE GOVERNANCE & HUMAN RESOURCES COMMITTEE	23
ENTERPRISE RISK MANAGEMENT & COMPLIANCE COMMITTEE	24
BOARD AND COMMITTEE MEETINGS HELD AND ATTENDANCE	24
MEETINGS OF INDEPENDENT DIRECTORS	25
ETHICAL BUSINESS CONDUCT	25
BOARD TENURE AND RENEWAL	25
NOMINATION OF DIRECTORS	26
ORIENTATION AND CONTINUING EDUCATION	27
BOARD ASSESSMENTS	28

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BOARD'S EXPECTATIONS OF MANAGEMENT	28
RESPONSIBILITIES OF THE CHIEF EXECUTIVE OFFICER	29
SUCCESSION PLANNING	29
EXECUTIVE OFFICER DIVERSITY	29
ENVIRONMENTAL, SOCIAL & GOVERNANCE	31
DIRECTORS' COMPENSATION	32
COMPENSATION POLICY	32
DIRECTOR COMPENSATION TABLE	33
DIRECTOR SHARE OWNERSHIP	34
COMPENSATION DISCUSSION AND ANALYSIS	34
COMPENSATION PHILOSOPHY & PRINCIPLES	34
COMPENSATION GOVERNANCE	35
COMPENSATION CONSULTANT	36
ELEMENTS OF EXECUTIVE COMPENSATION	37
EXECUTIVE COMPENSATION	38
ALIGNING COMPENSATION WITH THE FINANCIAL STABILITY BOARD'S PRINCIPLES	40
TOTAL COMPENSATION	42
BASE SALARY	42
ANNUAL INCENTIVE PLAN	43
LONG TERM INCENTIVE PROGRAMS	47
PERFORMANCE SHARE UNIT PLAN	47
RESTRICTED SHARE UNIT PLAN	49
DEFERRED SHARE UNIT PLAN	49
OTHER INCENTIVE PLANS	49
EXECUTIVE SHARE PURCHASE PLAN	49
EMPLOYEE SHARE OWNERSHIP PLAN	51
DEFERRED PROFIT SHARING PLAN	51
SUMMARY COMPENSATION TABLE	52
OUTSTANDING SHARE-BASEDAWARDS	53
INCENTIVE PLAN AWARDS - VALUE VESTED OR EARNED DURING THE YEAR	55
EXECUTIVE SHARE OWNERSHIP	55
HEDGING OF ECONOMIC RISKS FOR PERSONAL EQUITY OWNERSHIP	56
TERMINATION AND CHANGE OF CONTROL BENEFITS	56
PERFORMANCE GRAPH	59
COST OF MANAGEMENT RATIO	60
NON -GAAPAND OTHER FINANCIAL MEASURES	60
CORE EPS	61
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE	61
INDEBTEDNESS OF DIRECTORS AND OFFICERS	61
DIVIDEND REINVESTMENT PLAN	62
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	63
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON	63
OTHER BUSINESS	63
AVAILABILITY OF DOCUMENTS	63
SHAREHOLDER PROPOSALS	64
COMMUNICATION AND ENGAGEMENT	64
DIRECTORS' APPROVAL	64
SCHEDULE "A" - BOARD MANDATE	65

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MANAGEMENT INFORMATION CIRCULAR

GENERAL INFORMATION

This Management Information Circular ("Circular") is furnished by the management of MCAN Mortgage Corporation (d/b/a MCAN Financial Group), ("we", "MCAN', "our", the "Company" or the "Corporation"), which is soliciting proxies for use at the Annual General Meeting of Shareholders of the Corporation (the "Meeting"), and at any continuation after an adjournment or postponement thereof, to be held at the date, time and place and for the purposes set forth in the foregoing notice of Meeting.

MCAN is conducting a hybrid shareholder meeting, allowing greater participation both in person and online. The Meeting is being held at Vantage Venues, 150 King Street West, Meeting Room S7, 27th Floor, Toronto, Ontario M5H 1J9, on Tuesday, May 7, 2024 at 4:30 p.m. (Toronto time), which will also be accessible online via live video webcast at https://meetnow.global/MGDMT6J. Shareholders will have an equal opportunity to participate at the Meeting regardless of their geographic location or share ownership and will have the ability to engage with directors of the Corporation and management as well as other shareholders.

Only registered shareholders and duly appointed proxyholders can vote online at the Meeting, where they can also participate and submit questions. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting online as guests and may ask questions, but will not be able to vote online at the Meeting.

A summary of the information shareholders will need to attend and vote at the Meeting online is provided in this Circular.

We expect that the solicitation of proxies will primarily be by mail. Proxies may also be solicited personally, by telephone, e-mail, or other means of communication by management. All expenses in connection with the solicitation of proxies will be borne by MCAN.

The mailing of the proxy materials to registered shareholders and non-objecting beneficial owners will be completed by MCAN on or about April 9, 2024. In accordance with the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer, the Meeting materials are being mailed to all registered shareholders (except those who have asked not to receive them) and to those beneficial shareholders who requested them (to the depository and intermediaries for onward distribution to such beneficial shareholders).

Unless otherwise stated, all information contained in this Circular is as at March 15, 2024.

INFORMATION ON VOTING

VOTING MATTERS

At the Meeting, shareholders will vote on the following matters:

1. The election of directors;
2. The appointment of auditors; and
3. The advisory resolution on the Board's approach to executive compensation.

RECORD DATE FOR NOTICE OF MEETING

The board of directors of the Company (the "Board") has fixed March 28, 2024 as the record date (the "Record Date") for the purpose of determining shareholders entitled to receive notice of and to vote at the Meeting.

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COMMON SHARES OUTSTANDING AND OWNERS OF MORE THAN 10% OF THE COMMON SHARES

As at the close of business on March 15, 2024, there were 35,695,267 common shares of MCAN ("Common Shares") outstanding and these Common Shares are the only voting securities of the Corporation. Except with respect to the election of directors, for which cumulative voting shall apply, each Common Share entitles the holder thereof to one vote on each matter to be considered at the Meeting. The Common Shares trade under the symbol "MKP" on the Toronto Stock Exchange ("TSX").

To the knowledge of the directors and executive officers of MCAN, as at March 15, 2024, the only person or company who beneficially owns, directly or indirectly, or exercises control or direction over more than 10% of the issued and outstanding Common Shares is the following:

Name	Number of Common Shares	Percentage of Common Shares
KingSett Canadian Real Estate Income Fund LP	4,697,697	13.16%

VOTING BY PROXY

REGISTERED SHAREHOLDERS

Registered shareholders may vote at the Meeting or may give another person authority to vote at the Meeting on their behalf by appointing a proxyholder. To be valid, a proxy must be received by our transfer agent, Computershare Trust Company of Canada ("Computershare"), at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 in the postage prepaid envelope provided, by facsimile at 1-866-249-7775 or [phone], or over the internet at www.investorvote.com, no later than 5:00 p.m. (Toronto time) on Friday, May 3, 2024, or at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of an adjournment or postponement of the Meeting. If you use your 15-digit control number (the "Control Number") to login to the online Meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot at the appropriate time on the matters put forth at the Meeting. If you have already voted by proxy and you vote again during the online ballot, your online vote during the Meeting will revoke your previously submitted proxy. If you DO NOT wish to revoke a previously submitted proxy, do not vote again during the online ballot at the Meeting.

BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance if you do not hold your Common Shares in your own name. You are a non-registered shareholder or "beneficial owner" if your Common Shares are held by a nominee, that is, if your certificate has been deposited with or held by a bank, a trust company, an investment dealer, a stock broker, a trustee or any other institution. Under applicable securities legislation, a beneficial owner of securities is a "non-objecting beneficial owner" (or "NOBO") if such beneficial owner has, or is deemed to have, provided instructions to the intermediary holding the securities on such beneficial owner's behalf not objecting to the intermediary disclosing ownership information about the beneficial owner in accordance with said legislation, and a beneficial owner is an "objecting beneficial owner" (or "OBO") if such beneficial owner has or is deemed to have provided instructions objecting to the same.

If you are a NOBO, you received these materials from MCAN or its agent, and MCAN is required to seek your instructions as to the manner in which to exercise the voting rights attached to your Common Shares. The voting instruction form that is sent to a NOBO by MCAN or its agent contains an explanation as to how you can exercise the voting rights attached to your Common Shares, including how to appoint yourself as proxyholder so you can vote at the Meeting. Please read such instructions carefully in order to ensure that your Common Shares are voted at the Meeting.

If you are an OBO, you received these materials from your intermediary or its agent, and your intermediary is required to seek your instructions as to the manner in which to exercise the voting rights attached to your Common Shares. The Corporation has agreed to pay for intermediaries to deliver to OBOs the proxy-related materials and the relevant voting instruction form. The voting instruction form that is sent to an OBO by the

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intermediary or its agent should contain an explanation as to how you can exercise the voting rights attached to your Common Shares, including how to appoint yourself as proxyholder so you can vote at the Meeting. Please read such instructions carefully in order to ensure that your Common Shares are voted at the Meeting.

Beneficial shareholders who have not duly appointed themselves as proxyholder will not be able to vote online at the Meeting and may only attend online as a guest. If you are a beneficial shareholder and wish to vote at the Meeting, you have to appoint yourself as proxyholder, by inserting your own name in the Appointee Section of the voting information form you received, returning the completed form in the envelope provided, via facsimile or the internet, and following all of the applicable instructions provided by your intermediary.

APPOINTING A PROXYHOLDER

A proxyholder is the person you appoint to act on your behalf at the Meeting and to vote your Common Shares in your name. You may choose anyone to be your proxyholder - the person you choose does not have to be a shareholder of MCAN. Simply follow the instructions below to appoint a proxyholder. You should be sure that the appointed person is aware that they have been appointed to vote your Common Shares. If you do not insert a name in the blank space, then the persons named on the form, being Derek G. Sutherland, or failing him, Brian W. Chu, each of whom is a director of MCAN, will be appointed to act as your proxyholder.

Your appointed proxyholder is authorized to vote and act for you at the Meeting, including any continuation after an adjournment or postponement of the Meeting. On the form you should indicate how you want your proxyholder to vote your Common Shares.

Shareholders who wish to appoint a third party proxyholder to represent them at the online Meeting MUST submit their proxy or voting instruction form (as applicable) appointing such third party proxyholder prior to registering the third party proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving an invite code to participate or vote at the online Meeting (an "Invite Code").

• Step 1 - Submit your proxy or voting information form: To appoint a third party proxyholder, insert such person's name in the blank space provided in the form of proxy or voting instruction form (if applicable) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.
• Step 2 - Register your proxyholder: To register a proxyholder, shareholders MUST visit http:// www.computershare.com/MCAN by 5:00 p.m. (Toronto time) on Friday, May 3, 2024 and provide Computershare with the required proxyholder contact information, so that Computershare may provide the proxyholder with an Invite Code via email. Without an Invite Code, proxyholders will not be able to participate at the online Meeting.

If you are a beneficial shareholder and wish to participate or vote at the online Meeting, you have to insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described above. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary.

VOTING DISCRETION OF PROXYHOLDER

If you give directions on how to vote your Common Shares, your proxyholder must vote your Common Shares according to your instructions. If your proxy form or voting instruction form does not specify how to vote on a particular issue, then your proxyholder can vote your Common Shares as they see fit. If your proxyholder does not attend and vote at the Meeting, your Common Shares will not be voted.

If you have appointed a person designated by MCAN as proxyholder as provided in the form of proxy and you do

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not provide any instructions concerning a matter identified in the Notice of Meeting, the Common Shares represented by such proxy will be voted as follows:

FOR the election of each of the nine persons nominated for election as a director;

FOR the appointment of Ernst & Young LLP as auditors; and

FOR the advisory resolution accepting the Board's approach to executive compensation disclosed in this Circular.

The form of proxy confers discretionary authority on the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other business which may properly be brought before the Meeting. At the date of this Circular, Management of the Corporation knows of no such amendments, variations or other business to be brought before the Meeting.

CUMULATIVE VOTING

Pursuant to MCAN's by-laws and the Trust and Loan Companies Act (Canada) (the "Act"), directors of MCAN are to be elected through cumulative voting in certain circumstances. Under the cumulative voting system, each shareholder has the right to cast a number of votes equal to the number of votes attached to the Common Shares held by the shareholder multiplied by nine, being the number of directors to be elected at the Meeting. The shareholder may cast all such votes in favour of one nominee or distribute them among the nominees in any manner. For example, a shareholder owning 100 Common Shares could cast 900 votes in favour of one nominee or distribute the 900 votes equally in favour of all nominees or distribute the votes in any other manner among the nominees, as long as the total number of votes cast for the nominees does not exceed 900.

If a shareholder votes for more than one nominee without specifying the distribution of the votes among the nominees, the votes will be distributed equally among the candidates voted for by that shareholder. If a shareholder wishes to distribute votes other than equally among the nominees, the shareholder should do so by following the instructions on the form of proxy provided with this Circular. Shareholders are advised to read this section carefully, as proxies purporting to allocate more votes than a shareholder is entitled to, or otherwise completed in error, will be void.

The form of proxy enclosed with this Circular offers shareholders three options with respect to the election of directors. Shareholders may select only one option. Shareholders may:

1. vote for the election of all the nominees proposed in this Circular, distributing their votes equally among them;
2. vote for one or more of the nominees proposed in this Circular by indicating beside each nominee's name the number of votes which the shareholder wishes to allocate to that nominee; or
3. withhold from voting for the election of directors.

REVOKING YOUR PROXY

If you are a registered shareholder and change your mind and wish to revoke your proxy, you may do so by signing a written statement outlining your instructions to revoke your previously submitted proxy (or authorizing your attorney in writing to sign a written statement to this effect) and delivering it to the Corporate Secretary at the head office of MCAN, 200 King Street West, Suite 600, Toronto, Ontario M5H 3T4, any time before 5:00 p.m. (Toronto time) on May 6, 2024, being the last business day immediately preceding the Meeting, or by depositing it with the Chair of the Meeting on May 7, 2024, prior to commencement of voting at the Meeting. If as a registered shareholder you are using your Control Number to login to the online Meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot at the appropriate time on the matters put forth at the Meeting. If you have already voted by proxy and you vote again during the online ballot, your online vote during the Meeting will revoke your previously submitted proxy. If you DO NOT wish to revoke a previously submitted proxy, do not vote again during the online ballot at the Meeting.

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