Automotive Finco Corp. — Proxy Solicitation & Information Statement 2021

Jan 5, 2021

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF AUTOMOTIVE FINCO CORP.

You are invited to a special meeting of shareholders (the “ Meeting ”) of Automotive Finco Corp. (“ AFCC ” or the “ Corporation ”). The Meeting will be held on January 29, 2021 at 10:00 a.m. (Toronto time) online at: https://web.lumiagm.com/240846349 (case sensitive password: “autofinco2021”).

The purposes of the Meeting are:

1. to consider and, if thought advisable, to pass, with or without variation, a special resolution (the “ Stated Capital Resolution ”), the full text of which is included as Schedule A to the management proxy circular of the Corporation dated December 30, 2020 (the “ Management Proxy Circular ”) that accompanies and forms part of this notice of special meeting of shareholders (the “ Notice of Meeting ”), to approve the reduction of the stated capital of the Corporation’s common shares to $32,245,925, or such other amount as shall be determined by the board of directors of the Corporation, as more particularly described in the Management Proxy Circular; and

2. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Online Meeting

The Corporation is holding the Meeting as an online only shareholders’ meeting. There will be no in-person component to the Meeting. Registered Shareholders and duly appointed proxyholders can attend the Meeting online at https://web.lumiagm.com/240846349 where they can participate, vote, or submit questions during the Meeting’s live audiocast. As always, shareholders are encouraged to vote their common shares prior to the Meeting using one of the methods described in the Management Proxy Circular. Please date, sign and return the enclosed form of proxy. Proxies to be used at the Meeting must be deposited with Computershare Investor Services Inc. (Attention: Proxy Department), 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1. In order to be valid, proxies must be submitted to Computershare Investor Services Inc. before 10:00 a.m. (Toronto time) on January 27, 2021 or, in the event that the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for any adjournment or postponement of the Meeting. The chair of the Meeting may waive or extend this cut-off at his discretion without notice. The proxies may also be submitted directly to the Secretary of the Corporation before the commencement of the Meeting or at any adjournment or postponement thereof.

If you are a Non-Registered Shareholder of the Corporation and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you fail to follow these instructions, your shares may not be eligible to be voted at the Meeting.

No In-Person Attendance

• In light of ongoing concerns related to the spread of COVID 19 and in order to mitigate potential risks to the health and safety of its shareholders and other stakeholders, the Corporation is conducting the Meeting entirely online in a format whereby Registered Shareholders and duly appointed proxyholders may attend and participate in the Meeting virtually via live audiocast. As such, there will be no in-person component to the Meeting and shareholders who wish to attend the Meeting must do so in accordance with the directions set out in the Management Proxy Circular under the heading “ How to Attend the Meeting ”.

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The board of directors of the Corporation has fixed the close of business on December 29, 2020 as the record date for the determination of the shareholders entitled to receive notice of and vote at the Meeting or any adjournment or postponement thereof. Unless specified otherwise, all information contained herein is as of December 30, 2020.

DATED at Toronto, Ontario December 30, 2020

By order of the Board of Directors

“Farhad Abasov” Chairman of the Board

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