Management Information Circular

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1 Management Information Circular October 1, 2015

2 Business of the Annual General Meeting Election of Directors 11 directors are being proposed for election to your board of directors to hold office until our next annual meeting of members or until the director resigns, becomes ineligible, unable to serve or until his or her successor is elected or appointed. The Governance and Human Resources Committee of the Board annually reviews the qualifications of and recommends nominees for election to the Board for consideration and approval. The nominees are, in the opinion of the Board, well qualified to act as Directors for the coming year. Each nominee has established his or her eligibility and willingness to serve as a Director, if elected. The 11 proposed nominees for election as Directors are: Dr. Gail Cook-Bennett, CM, PhD, F.ICD Ms. Isabelle Courville Hon. David Emerson, PC, OBC Ms. Stephanie Felesky, CM, ICD.D Hon. Gary Filmon, PC, OC, OM, LL.D, ICD.D Mr. John K.F. Irving, ICD.D Hon. Frances Lankin, PC, CM, LL.D (HC) Mr. Stan Magidson, LL.M., ICD.D Mr. Luc Villeneuve, FCPA, FCA Mr. Peter D. Watson, M.Sc, ICD.D Mr. Jo Mark Zurel, FCPA, FCA, ICD.D Chair, Institute of s President & CEO, Institute of s

Their brief biographies follow: Dr. Gail Cook-Bennett, CM, PhD, F.

Investment Board from 1998 to 2008. She currently chairs the Board of the Institute of s and is Vice Chair of the Government of Canada Audit Committee.

In addition to her advisory and not-for- profit roles, her corporate and Crown directorships since 1978 have included the Bank of Canada, TD Bank, Petro-Canada, Enbridge Consumers Gas, Emera,

3 Their brief biographies follow: Dr. Gail Cook-Bennett, CM, PhD, F.ICD 2 Chair, Institute of s Director since: 2009 Gail Cook-Bennett served as Chair of the Board of Manulife Financial from 2008 to 2013 and was the first Chair of the Board of the Canada Pension Plan Investment Board from 1998 to She currently chairs the Board of the Institute of s and is Vice Chair of the Government of Canada Audit Committee. She has served on or chaired all major board committees. In addition to her advisory and not-for- profit roles, her corporate and Crown directorships since 1978 have included the Bank of Canada, TD Bank, Petro-Canada, Enbridge Consumers Gas, Emera, Cadillac Fairview, Ontario Teachers Pension Plan, Mackenzie Financial and Transcontinental. She holds a Ph.D in Economics from the University of Michigan, beginning her career as a professor at the University of Toronto. She has been awarded the Order of Canada, honorary doctor of laws degrees from Carleton University and York University, was named to the top 100 Women in Canada on three occasions and has been recognized by her peers as a Fellow of the Institute of s. Ms. Isabelle Courville 1 Director since: 2013 Isabelle Courville is Chair of the Laurentian Bank of Canada and is a director on the boards of Canadian Pacific Railway Limited, TVA Group Inc., Montreal Heart Institute Foundation, Institute of s Québec and Polytechnique Montréal. Prior to becoming a corporate director, Ms. Courville was President of Hydro-Québec Distribution, Hydro-Québec TransÉnergie, Bell Canada Enterprise Group and President and CEO of Bell Nordiq Group Inc. Hon. David L. Emerson PC, OBC 2 Director since: 2013 David Emerson is a corporate director and public policy advisor. Nationally, he has held senior positions with the Government of Canada, including Minister of Foreign Affairs, Minister of Industry and Minister of International Trade with responsibility for the Asia Pacific Gateway Initiative and the 2010 Vancouver Olympics. In British Columbia, Mr. Emerson was the Province s Deputy Minister of Finance, Secretary to

Emerson is currently Board Chair of Maple Leaf Foods, TimberWest Forest Corporation and the Asia Pacific Foundation of Canada. He also serves on the boards of directors of Stantec Inc.

4 Treasury Board, Deputy Minister to the Premier and Secretary to Cabinet. His leadership roles included: President and CEO of Canfor Corporation, President and CEO of the Vancouver International Airport Authority, and Chairman and CEO of Canadian Western Bank. Mr. Emerson is currently Board Chair of Maple Leaf Foods, TimberWest Forest Corporation and the Asia Pacific Foundation of Canada. He also serves on the boards of directors of Stantec Inc. and New Gold Inc. Mr. Emerson is a recipient of the Order of British Columbia, the Peter Lougheed Award of Excellence in Public Policy and was named an Honorary Associate of the Conference Board of Canada. Ms. Stephanie Felesky, CM, ICD.D 2 Director since: 2009 Stephanie Felesky is a member of the board of Canexus Corporation where she chairs the Human Resource and Compensation Committee. As well, she is a member and Chair of the Governance Committee of the Calgary Police Commission. She is Vice Chair of the West Campus Development Corporation as well as the Chair of the Governance Committee. Ms. Felesky is a founding director of the Calgary Homeless Foundation. She is a past director of the Canada Lands Company, Star Choice Communications Ltd, the United Way of Calgary (Chair), Calgary Inc., the Calgary Convention Authority as well as a past member of the Board of Governors of the University of Calgary. Ms. Felesky received her Bachelor of Education with distinction from the University of Calgary. In 2004, she was appointed as a member of the Order of Canada and in 2009 she was awarded an Honorary Doctor of Laws from the University of Calgary. In 2005, she received the ICD.D designation from the Institute of s. Hon. Gary Albert Filmon, PC, OC, OM, LL.D, ICD.D 2 Director since: 2013 Gary Filmon is a corporate director and public policy advisor. He is the former Premier of Manitoba who oversaw increased economic growth while improving the province s finances over his three terms. He is currently a director and trustee of Arctic Glacier Income Trust, Chairman of the Exchange Income Corporation and a director of Canadian Natural Resources Ltd. He has previously served on the boards of MTS Allstream Inc., Pollard Banknote Ltd., Moffat Communications Inc. and Wellington West Capital Inc.

He is currently a member of the Board of the Friends of Upper Fort Garry, an organization committed to creating a provincial park on the site of the former fort.

D 2 Ocean Capital Investments Limited John Irving

5 He is currently a member of the Board of the Friends of Upper Fort Garry, an organization committed to creating a provincial park on the site of the former fort. He is also honorary Co-Chair of the Western Canada Aviation Museum Capital Campaign. He is an officer of the Order of Canada and a member of the Order of Manitoba. Mr. John K. F. Irving, ICD.D 2 Ocean Capital Investments Limited John Irving has been with the Irving Group of companies since 1983 including Irving Oil and J. D. Irving. Currently he is the President of Ocean Capital Investments Limited, which has companies active in a number of business areas including real estate, radio broadcasting, construction, and building materials and is a director of Irving Oil Limited. John is active in numerous community activities including the Honourary Colonel of the 3rd Field Artillery Regiment and has served as Chair of the Saint John Regional Hospital Foundation, Chair of the Atlantic Institute of Market Studies and Chair of the New Brunswick Museum. Other board memberships have included the Kings Landing Historical Settlement and the Heritage Canada Foundation. In addition he has held a number of volunteer appointments with several universities. Mr. Irving has been recognized for his engagement with and support of various cultural, heritage and educational activities. Hon. Frances Lankin, PC, CM, LL.D (HC) 1 The Hon. Frances Lankin is the former President and CEO of United Way Toronto. She was the Member of Provincial Parliament for Beaches-East York and held posts as provincial Minister of Government Services, Chair of Management Board, Minister of Health, and Minister of Economic Development and Trade. Ms. Lankin has served on not-for-profit and Crown Corporation Boards including Metrolinx, Security Intelligence Review Committee, the Ontario Hospital Association, the Literary Review of Canada and the Premier's Advisory Council on Government Business Assets. She is currently Chair of the National Newsmedia Council, a member of the Board of Directors of the Ontario Lottery and Gaming Corporation and a member of the Board of Directors of Hydro One.

Mr. Stan Magidson, LL.M., ICD.D Institute of s Stan Magidson is the President, CEO and Director of the Institute of s and Chair of the Global Network of Director Institutes (GNDI).

He was a partner in the law firm, Osler, Hoskin & Harcourt LLP and is a former director of Junior Achievement, Southern Alberta. Mr.

6 Mr. Stan Magidson, LL.M., ICD.D Institute of s Stan Magidson is the President, CEO and Director of the Institute of s and Chair of the Global Network of Director Institutes (GNDI). He currently serves on the Boards of Directors of Weizmann Canada and the Canadian Foundation for Governance Research (CFGR). He was a partner in the law firm, Osler, Hoskin & Harcourt LLP and is a former director of Junior Achievement, Southern Alberta. Mr. Magidson is actively involved in the policy implications of securities regulation as well as director education. He is the former Chair of the Securities Advisory Committee to the Alberta Securities Commission. Mr. Luc Villeneuve, FCPA, FCA 1 Director since: 2009 A Deloitte partner from 1985 to 2015, Luc Villeneuve was the firm's President in Quebec from 2009 to Mr. Villeneuve was a member of the Board of Directors and Vice Chair of Deloitte Canada from 2007 to He is currently a member of several boards including Université de Montréal, Centraide-Montréal (Treasurer), Aliments Ouimet-Cordon Bleu Inc., Richard and Edith Strauss Canada Foundation, Fondation HEC, Montreal Cancer Research Institute, Little Brothers (Chair) and many others. In , he served as a commissioner of the Quebec Tax Review Commission. In 2006, he became a fellow of the Order des comptables agréés (FCA) in recognition of his contributions to the profession and the community. Mr. Villeneuve is a graduate of the ICD-Rotman Directors Education Program. Mr. Peter D. Watson, M.Sc, ICD.D 1 Director since: 2010 Peter Watson is a corporate director and business advisor with extensive experience in risk management, insurance, and transportation. Mr. Watson is Chairman of SCM Insurance Services and has held numerous Board positions in publicly traded, private, public sector and NFP corporations in a number of industries including insurance, mining, oil and gas, aviation, technology, and government. Prior to becoming fully engaged as a corporate director, Mr. Watson was President and CEO of Willis Corroon Melling Ltd.

He attended the Executive Management Program at the Harvard Graduate School of Business, has lectured at McGill University and currently lectures at The University of Alberta School of Business. Mr.

7 He attended the Executive Management Program at the Harvard Graduate School of Business, has lectured at McGill University and currently lectures at The University of Alberta School of Business. Mr. Jo Mark Zurel, FCPA, FCA, ICD.D 1 Jo Mark Zurel is President of Stonebridge Capital Inc., a position he has held since 2006, and is a member of various boards, including Highland Copper Company, Newfoundland Power Inc., Canada Pension Plan Investment Board, and Major Drilling Group International Inc. He is currently Chair of Newfoundland Power and on the boards of several notfor-profit organizations, including Chairman of the Atlantic Provinces Economic Council. Prior to 2006, Mr. Zurel was Senior Vice President and Chief Financial Officer of CHC Helicopter Corporation, where he helped to build it into the largest helicopter company in the world. 1. Audit Committee 2. Governance & Human Resources Committee Retiring from the board this year are Gerald Grandey and Sarah Raiss. We thank them for their commitment of time and valuable contribution as members of the Board of the ICD. Appointment of Auditor and Auditors Remuneration The Board recommends that members re-appoint BDO Canada LLP as our auditor and authorize the Directors to fix the auditors remuneration. Audited Financial Statements At the meeting, you will consider our audited financial statements for the year ended June 30, 2015 and the auditors report on those financial statements. They are posted on the ICD website. All proxies submitted must be received by 4:00 pm, Eastern Time, on October 26, 2015.

ANNUAL REPORT. Better Directors. Better Boards. Better Business.

ANNUAL REPORT. Better Directors. Better Boards. Better Business. ANNUAL REPORT 2013 Better Directors. Better Boards. Better Business. THE ICD OFFERS A FORUM FOR DIALOGUE AND ENGAGEMENT ON ISSUES AND CHALLENGES FACING DIRECTORS, NATIONALLY AND GLOBALLY. CONTENTS 3 Profile