ICPEI : 2022 Management Information Circular

ICPEI HOLDINGS INC

Notice of Annual General and Special Meeting of Shareholders to be held on

Thursday August 18, 2022

June 20, 2022

in respect of the financial year ended December31, 2021

ICPEI HOLDINGS INC.

1. Notice of Annual and Special General Meeting of Shareholders August 18, 2022

Notice is hereby given that the annual general and special shareholder meeting of the holders of common shares of ICPEI Holdings Inc. (the "Corporation") will be held on August 18, 2022 at 10:00 a.m. AT at 14 Great George Street, Charlottetown, Prince Edward Island (the offices of the Insurance Company of Prince Edward Island) for the following purposes:

1. to receive the Corporation's audited consolidated financial statements for the financial year ended December 31, 2021, and the auditors' report thereon;
2. to elect Directors;
3. to re-appoint auditors and to authorize the Board of Directors to fix their remuneration;
4. to approve the amended Corporation's Stock Option Plan;
5. to approve the amended Corporation's Share Unit Plan;
6. to approve an increase in the number of Share units available for issuance under the Corporations Amended share Unit Plan;
7. to approve grants of Restricted Share Units (RSUs) made pursuant to the amended Corporation's Share Unit Plan;
8. to transact such other business as may properly come before the meeting or any adjournment thereof.

Shareholders are invited to attend the meeting. Registered shareholders who are unable to attend the meeting in person are requested to complete, date and sign the enclosed form of proxy and send it in the enclosed envelope or otherwise to the Secretary of the Corporation c/o Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 or to the Secretary of the Corporation at the Corporation's registered office, which is located at 200 - 2800 Skymark Avenue, Mississauga, Ontario L4W 5A6. Shareholders can also vote by calling toll free number 1-866-732-8683, online at www.investorvote.comor at the meeting. Non-registered shareholders who receive these materials through their broker or other intermediary should complete and send the voting instruction form in accordance with the instructions provided by their broker or intermediary. To be effective, a proxy must be received by Computershare Investor Services Inc. or the Secretary of the Corporation no later than 9 a.m. (Toronto time) on August 16th, 2022 or in the case of any adjournment of the meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjournment.

DATED the 19th day of May, 2022.

By Order of the Board of Directors

(signed) Kenneth Coulson

Secretary

ICPEI Holdings Inc. AGM Notice & Circular August 18, 2022

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2.	Contents
	1.Notice of Annual and Special General Meeting of Shareholders August 18, 2022	.................................................................2
	1.VOTING INFORMATION FOR PROXIES ................................................................................................................................	4
	2.GENERAL MATTERS...............................................................................................................................................................	5
	3.MATTERS TO BE ACTED UPON AT MEETING.....................................................................................................................	5
	4.STATEMENT OF EXECUTIVE AND DIRECTOR COMPENSATION ....................................................................................	9
	5.INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS..........................................................................	13
	6.STATEMENT OF CORPORATE GOVERNANCE PRACTICES ..........................................................................................	13
	7.ADDITIONAL INFORMATION ...............................................................................................................................................	16

ICPEI Holdings Inc. AGM Notice & Circular August 18, 2022

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1. VOTING INFORMATION FOR PROXIES

Solicitation of Proxies

This Management Information Circular (the "Circular") is furnished in connection with the solicitation, by or on behalf of the management of ICPEI Holdings Inc. (the "Corporation"), of proxies to be used at the Corporation's annual and special general meeting of the holders of common shares (the "Common Shares") to be held on the 18th day of August, 2022 (the "Meeting"), or at any adjournment thereof, it is expected that the solicitation will be primarily by mail, but proxies may also be solicited by email or personally, by advertisement or by telephone by directors, officer or employees of the Corporation without special compensations, or by the Corporation's transfer agent, Computershare Investor Services Inc., at nominal cost. The cost of soliciting will be borne by the Corporation.

Appointment of Proxyholder

The person(s) designated by management of the Corporation in the enclosed form of proxy are directors or officers of the Corporation.

Each shareholder has the right to appoint as proxyholder a person or company (who need not be a shareholder of the Corporation) other that the person(s) or company(ies) designated by management of the Corporation in the enclosed form of proxy to attend and act on the shareholder's behalf at the Meeting or at any adjournment thereof. Such right may be exercised by inserting the name of the person or company in the blank space provided on the enclosed form of proxy or by completing another form of proxy.

Shareholders are invited to attend the meeting. Registered shareholders who are unable to attend the meeting in person are requested to complete, date and sign the enclosed form of proxy and send it in the enclosed envelope or otherwise to the Secretary of the Corporation c/o Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 or to the Secretary of the Corporation at the Corporation's registered office, which is located at 200 - 2800 Skymark Avenue, Mississauga, Ontario L4W 5A6. Shareholders can also vote by calling toll free number 1-866-732-8683, online at www.investorvote.com or at the meeting. Non- registered shareholders who receive these materials through their broker or other intermediary should complete and send the voting instruction form in accordance with the instructions provided by their broker or intermediary. To be effective, a proxy must be received by Computershare Investor Services Inc. or the Secretary of the Corporation no later than 9 a.m. (Toronto time) on August 16, 2022, or in the case of any adjournment of the meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjournment.

Revocation of Proxy

A shareholder who has given a proxy may revoke it by depositing an instrument in writing signed by the shareholder or by the shareholder's attorney, who is authorized in writing, at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or in the case of any adjournment of the Meeting, the last business day preceding the day of the adjournment, or with the Chair of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment thereof. A shareholder may also revoke a proxy in any other manner permitted by law.

Voting of Proxies

On any ballot that may be called for, the Common Shares represented by a properly executed proxy given in favour of the person(s) designated by management of the Corporation in the enclosed form of proxy will be voted or withheld from voting in accordance with the instructions given on the ballot, and if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to matters identified in the accompanying Notice of Meeting and with respect to other matters which may properly come before the Meeting or any adjournment thereof. As of the date of this Circular, management of the Corporation is not aware of any such amendment or other matter to come before the Meeting. However, if any amendments to matters identified in the accompanying Notice of Meeting or any other matters which are not now known to management should properly come before the Meeting or any adjournment thereof, the Common Shares represented by properly executed proxies given in favour of the person(s) designated by management of the Corporation in the enclosed form of proxy will be voted on such matters pursuant to such discretionary authority.

Record Date

The Board of Directors has fixed July 18, 2022 as the record date for the purpose of determining holders of Common Shares entitled to receive notice of and to vote at the Meeting. Any holder of Common Shares of record at the close of business on the record date is entitled to vote the Common Shares registered in such shareholder's name at that date on each matter to be acted upon at the Meeting.

ICPEI Holdings Inc. AGM Notice & Circular August 18, 2022

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Voting Shares

As at June 20, 2022, the Corporation had 15,182,573 Common Shares issued and outstanding; each carrying the right to one vote per share. Except as otherwise noted in this Circular, a simple majority of the votes cast at the meeting, whether in person, by proxy or otherwise, will constitute approval of any matter submitted to a vote.

Principal Shareholders

To the knowledge of the directors and executive officers of the Corporation, as at June 20, 2022, no person beneficially owned, or controls or directs, directly or indirectly, more than 10% of the voting rights attached to the outstanding Common Shares of the Corporation.

2. GENERAL MATTERS

Financial Statements and Auditor's Report

A copy of the Corporation's 2021 annual results have been sent to shareholders who have requested it and includes the consolidated financial statements of the Corporation for the year ended December 31, 2021 together with the auditor's report thereon and Management's Discussion and Analysis of the financial position and results of operations. The first quarter 2022 interim financial report and the interim Management Discussion and Analysis for that quarter have been filed on SEDAR. The annual and interim results are available in the Financial Reports section of the Corporation's website ICPEI.ca and on SEDAR (www.sedar.com).

Information Incorporated by Reference

This Circular incorporates by reference information disclosed in the press releases which are available on SEDAR (www.sedar.com). Such referenced documents or any excerpt thereof, that are incorporated into this Circular are clearly identified in this Circular. Upon request, the Corporation will promptly provide a copy of the documents free of charge to a shareholder of the Corporation.

Currency and Timing of Information

Unless indicated otherwise, all amounts are in Canadian dollars. Unless otherwise indicated, the information contained in the Circular is given as of June 20, 2022.

3. MATTERS TO BE ACTED UPON AT MEETING

Election of Directors

The number of directors to be elected at the Meeting is five (5). Under the by-laws of the Corporation, directors of the Corporation are elected annually. Each director will hold office until the next annual meeting or until the successor of such director is duly elected or appointed, unless such office is earlier vacated in accordance with the by-laws.

In the absence of a contrary instruction, the person(s) designated by management of the Corporation in the enclosed form of proxy intend to VOTE FOR the election as directors of the proposed nominees whose names are set forth below, each of whom has been a director since the date indicated below opposite the proposed nominee's name. Management does not contemplate that any of the proposed nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the Common Shares represented by properly executed proxies given in favour of such nominee(s) may be voted by the person(s) designated by management of the Corporation in the enclosed form of proxy, in their discretion, in favour of another nominee.

The Board adopted a Majority Voting policy that requires that in an uncontested election of directors, if any director nominee has more votes withheld than voted in favour of that director nominee, the nominee will immediately tender their resignation, effective on acceptance by the Board. Within 90 days of receiving the tendered resignation the Board will decide whether to accept or reject the tendered resignation and will announce its decision and the reasons for the decision in a press release.

The following table sets forth information with respect to each person nominated for election as a director, including the number of Common Shares of the Corporation beneficially owned, or controlled or directed, directly or indirectly, by such person or the person's associates or affiliates as of June 20, 2022.

ICPEI Holdings Inc. AGM Notice & Circular August 18, 2022

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