AUTOMOTIVE FINCO CORP.
PO Box 17026 Yonge King, Toronto, Ontario, M5E 1Y2

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN of the annual general and special meeting (the Meeting) of shareholders (the Shareholders) of AUTOMOTIVE FINCO CORP. (the Company).

Date: June 19, 2025
Time: 12:00 p.m. (Toronto time)
Place: https://meetnow.global/MX462J5

The Meeting will be held for the following purposes:

to receive the Company's audited financial statements for the financial year ended December 31, 2024 and the report of the auditors thereon;
to re-appoint the auditors of the Company for the ensuing year and to authorize the directors to fix the auditors' remuneration;
to elect directors of the Company for the ensuing year;
to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution, substantially in the form set out in the accompanying management information circular (the Circular), approving the continued use of the Company's amended and restated stock option plan (the Amended and Restated SOP), which provides that the maximum number of common shares of the Company that may be reserved and set aside for issuance under the Amended and Restated SOP shall not exceed 10% of the aggregate number of common shares outstanding; and
to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Online Meeting

The Company is conducting the Meeting as an online only shareholders' meeting. There will be no in-person component to the Meeting. Registered Shareholders (as defined in the Circular) and duly appointed proxyholders can attend the Meeting online at https://meetnow.global/MX462J5 to participate, vote, or submit questions during the Meeting's live webcast.

The specific details of the matters to be put before the Meeting as identified above are set forth in the Circular accompanying this notice of meeting. Registered Shareholders who are unable to attend the Meeting are requested to complete, sign, date and return to Computershare Investor Services Inc., the transfer agent and registrar of the Company, the enclosed form of proxy. To be effective, a form of proxy must be received by 12:00 p.m. (Toronto time) on June 17, 2025, or in the case of any adjournment or postponement of the Meeting, not less than 48 hours prior to the time of such meeting. The address to which you should submit the form of proxy is Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1.

Beneficial Shareholders (as defined in the Circular) who receive these materials through their broker or other intermediary should carefully follow the instructions provided by their broker or intermediary and the instructions set out in the Circular under "Part I – General Information".

No In-Person Attendance

The Company 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 Circular under the heading "Part I – General Information".

The board of directors of the Company has fixed the close of business on May 15, 2025 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 May 15, 2025.

DATED at Toronto, Ontario as of this 15th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Farhad Abasov"
Farhad Abasov
Chairman of the Board

MANAGEMENT INFORMATION CIRCULAR

The information contained in this management information circular (the Circular) is with respect to the annual general and special meeting (the Meeting) of the holders (the Shareholders) of common shares (Common Shares) of Automotive Finco Corp. (the Company or AFCC) to be held online on June 19, 2025 at 12:00 p.m. (Toronto time) at https://meetnow.global/MX462J5 and any continuation thereof after an adjournment or postponement.

The information contained herein is given as of May 15, 2025, except as otherwise stated. Unless otherwise indicated, all dollar amounts in the Circular are expressed in Canadian dollars.

PART I - GENERAL INFORMATION

Solicitation of Proxies

This Circular is furnished in connection with the general solicitation by and on behalf of the management of the Company of proxies to be used at the Meeting or any adjournment or postponement thereof to be held at the time and place and for all purposes set out in the accompanying notice of annual general and special meeting of the Shareholders (the Notice of Meeting). Solicitation will be made primarily by mail, but may be supplemented by solicitation personally by directors, officers and employees of the Company without special compensation. The cost of solicitation by management will be borne by the Company.

Record Date

The board of directors of the Company (the Board) has fixed the close of business on May 15, 2025 as the record date (the Record Date) for the determination of the Shareholders entitled to receive the Notice of Meeting and to vote at the Meeting or any postponement or adjournment thereof.

Mailing of Information

The Circular, form of proxy, the Company's annual audited financial statements for the financial year ended December 31, 2024 (the Annual Financial Statements) and associated management's discussion and analysis, request for financial statements form and information regarding registration for future electronic delivery of materials (collectively, the Meeting Materials) will be mailed to Shareholders beginning on or about May 15, 2025. These documents are being mailed to all Registered Shareholders (as defined below), with the exception of those who declined to receive them, and to all Beneficial Shareholders (as defined below) who requested copies.

Registered Shareholders and Beneficial Shareholders

Shareholders whose Common Shares are held in their own name are known as Registered Shareholders and will have received a form of proxy in their own name.

In many cases, Shareholders do not hold their Common Shares in their own name. Rather, their Common Shares are beneficially owned by the Shareholder (a Beneficial Shareholder) but are registered either (i) in the name of an intermediary (an Intermediary) that the Beneficial Shareholder deals with in respect of their Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a depository (a Depository), such as CDS Clearing and Depository Services Inc. in Canada and The Depository Trust Corporation in the United States.

Management has distributed copies of the appropriate Meeting Materials to the Intermediaries and Depositories for distribution to the Beneficial Shareholders. Intermediaries are required to forward the Meeting Materials to Beneficial Shareholders. Intermediaries often use service companies to forward the Meeting Materials to Beneficial Shareholders. Generally, Beneficial Shareholders will either:

(i) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Beneficial Shareholder but which is otherwise not completed. In this case, a Beneficial Shareholder who wishes to submit a proxy should properly complete the form of proxy and submit it to Computershare Investor Services Inc. (Computershare), 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 by 12:00 p.m. (Toronto time) on June 17, 2025, or in the case of any adjournment or postponement of the Meeting, not less than 48 hours prior to the time of such meeting; or

(ii) more typically, Beneficial Shareholders will receive a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Beneficial Shareholder and returned to the Intermediary or its service company, will constitute voting instructions. Beneficial Shareholders should follow the instructions provided in the voting instruction form, using one (1) of the described voting methods provided, to vote their Common Shares.

The purpose of these procedures is to permit Beneficial Shareholders to direct the voting of the Common Shares that they beneficially own. Should a Beneficial Shareholder wish to attend and vote at the Meeting (or to have another person appointed as proxyholder to attend and vote on their behalf), the Beneficial Shareholder should strike out the names of the persons named in the form of proxy and insert the Beneficial Shareholder's or such other person's name in the blank space provided. In any case, Beneficial Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the form of proxy (or any proxy authorization form) is to be delivered. Beneficial Shareholders wishing to vote online at the Meeting must also follow the steps set out below under "Appointment of Proxy Holders".

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (NI 54-101), the Company will have distributed copies of this Circular and form of proxy (including any voting instruction form made by an Intermediary) to Intermediaries for onward distribution to Beneficial Shareholders.

Under applicable Canadian securities laws, Beneficial Shareholders are either: (i) "objecting beneficial owners" or "OBOs", who object to the disclosure of information about their ownership in the Company by Intermediaries; or (ii) "non-objecting beneficial owners" or "NOBOs", who do not object to such disclosure.

Management of the Company or its agent will send this Circular and form of proxy (including any voting instruction form required by an Intermediary) directly to both Registered Shareholders and to NOBOs. If you are a NOBO, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding Common Shares on your behalf. By choosing to send these materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for: (i) delivering these materials to you; and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the form of proxy or voting instruction form.

The Company will not rely on the notice-and-access delivery procedures outlined in NI 54-101 to distribute copies of proxy-related materials in connection with the Meeting.

The Company will pay for an Intermediary to deliver the Meeting Materials to Beneficial Shareholders who are "OBOs" (as such term is defined in NI 54-101), including a voting information form.

Appointment of Proxy Holders

The persons named in the enclosed form of proxy are officers of the Company. A Shareholder has the right to appoint a person or company (who need not be a Shareholder), other than the persons whose names appear in such form of proxy, to attend and to act for and on behalf of such

Shareholder at the Meeting and at any adjournment or postponement thereof. To exercise this right, the Shareholder must either insert the name of the desired person in the blank space provided in the proxy and strike out the other names or submit another proper form of proxy and, in either case, deliver the completed form of proxy either in person, by mail or courier, to Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The proxy must be deposited with Computershare by no later than 12:00 p.m. (Toronto time) on June 17, 2025 or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the commencement of such adjourned or postponed meeting. The proxy voting cut-off may be waived or extended by the Chair of the Meeting (the Chair) at his or her discretion without notice.

Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their proxy or voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the Meeting. Without an Invite Code, proxyholders will not be able to vote at the Meeting. To register a proxyholder, Shareholders MUST visit http://www.computershare.com/AutoFinco by 12:00 p.m. (Toronto time) on June 17, 2025 and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with an Invite Code via email.

If a Shareholder who has submitted a proxy attends the Meeting via the webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such Shareholder on a ballot will be counted and the submitted proxy will be disregarded. Without an Invite Code, proxyholders will not be able to participate online at the Meeting.

Manner of Voting by Proxies

The Common Shares represented by an appropriate form of proxy will be voted on any ballot that may be conducted at the Meeting, or at any adjournment or postponement thereof, in accordance with the instructions contained on the form of proxy and, if the Shareholder specifies a choice with respect to any matter to be acted on, the Common Shares will be voted accordingly. In the absence of instructions, such Common Shares will be voted FOR each of the matters described in the Notice of Meeting.

If you have appointed a person who was designated by the Company to vote on your behalf as provided in the enclosed form of proxy and you do not provide any instructions concerning any matter identified in the Notice of Meeting, the Common Shares represented by such proxy will be voted:

FOR the re-appointment of the auditors of the Company and to authorize the Board to fix the remuneration of the auditors;
FOR the election of the persons nominated for election as directors of the Company; and
FOR the continued use of the Company's amended and restated stock option plan (the Amended and Restated SOP), which provides that the maximum number of Common Shares that may be reserved and set aside for issuance under the Amended and Restated SOP shall not exceed 10% of the aggregate number of Common Shares outstanding.

The persons named in the enclosed proxy will have discretionary authority with respect to any amendments or variations of the matters of business to be acted on at the Meeting or any other matters properly brought before the Meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Meeting is routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested.

How to Attend the Meeting

Registered Shareholders and duly appointed proxyholders can attend the Meeting online by going to https://meetnow.global/MX462J5.

Registered Shareholders and duly appointed proxyholders can participate in the Meeting by clicking "Shareholder" and entering a control number or an Invite Code before the start of the Meeting.
Registered Shareholders – the 15-digit control number is located on the form of proxy or in the email notification you received.
Duly appointed proxyholders – Computershare will provide the proxyholder with an Invite Code after the voting deadline has passed.
Attending and voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders.
Beneficial Shareholders who have not appointed themselves as proxyholders to participate and vote at the Meeting may login as a guest, by clicking on "Guest" and completing the online form; however, they will not be able to vote or submit questions.

In order to participate online, Shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing an Invite Code.

The virtual meeting platform is fully supported across most commonly used web browsers (note: Internet Explorer is not a supported browser). We encourage you to access the Meeting prior to the start time. It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting.

Participating and Voting at the Meeting

The Meeting will be hosted online by way of a live audiocast. A summary of the information Shareholders will need to attend the Meeting is provided below. The Meeting will begin at 12:00 p.m. (Toronto time) on June 19, 2025.

Registered Shareholders and appointed proxyholders: Only those who have a 15-digit control number, along with duly appointed proxyholders who were assigned an Invite Code by Computershare (see details under the heading "Appointment of Proxy Holders" above), will be able to vote and submit questions during the Meeting. To do so, please go to https://meetnow.global/MX462J5 prior to the start of the Meeting to login. Click on "Shareholder" and enter your 15-digit control number or click on "Invitation" and enter your Invite Code.
Beneficial Shareholders who have not appointed themselves as proxyholders, or those who are not Shareholders: Will only be able to attend as a guest which allows them to listen to the Meeting, however, they will not be able to vote or submit questions. Please see the information above under the heading "Registered Shareholders and Beneficial Shareholders" for an explanation of why certain Shareholders may not have received a form of proxy.
United States Beneficial Shareholders: To attend and vote at the Meeting, you must first obtain a valid legal proxy from your Intermediary and then register in advance to attend the Meeting. Follow the instructions from your Intermediary included with these proxy materials, or contact your Intermediary to request a legal proxy form. After first obtaining a valid legal proxy from your Intermediary, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:

Computershare
100 University Avenue
8th Floor
Toronto, Ontario
M5J 2Y1

Email at [email protected]

Requests for registration must be labeled as "Legal Proxy" and be received no later than June 17, 2025 by 12:00 p.m. (Toronto time). You will receive a confirmation of your registration by email after Computershare receives your registration materials. You may attend the Meeting and vote your Common Shares at https://meetnow.global/MX462J5 during the Meeting. Please note that you are required to register your appointment at http://www.computershare.com/AutoFinco.

Voting at the Meeting

A Registered Shareholder, or a Beneficial Shareholder who has appointed themselves or appointed a third-party proxyholder to represent them at the Meeting, will appear on a list of Shareholders prepared by Computershare, the transfer agent and registrar for the Meeting. To have their Common Shares voted at the Meeting, each Registered Shareholder or proxyholder will be required to enter their control number or Invite Code provided by Computershare at https://meetnow.global/MX462J5 prior to the start of the Meeting.

In order to vote, Beneficial Shareholders who appoint themselves as a proxyholder MUST register with Computershare at http://www.computershare.com/AutoFinco AFTER submitting their voting instruction form in order to receive an Invite Code (please see the information under the heading "Appointment of Proxy Holders" above for details).

Revocability of Proxies

A Shareholder executing the enclosed form of proxy has the right to revoke it at any time before it is exercised pursuant to the terms set out below. Relevant provisions of the Canada Business Corporations Act (the CBCA) provide that a Shareholder may revoke a proxy by depositing an instrument in writing, executed by the Shareholder or by an attorney authorized in writing, at, or by transmitting, by telephonic or electronic means or any other manner permitted by law, a revocation to, the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, or by depositing such instrument with the Chair on the day of the Meeting, or any adjournment or postponement thereof, or in any other manner permitted by law.

If you are using a 15-digit control number or an Invite Code assigned by Computershare to login to the Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the Meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the Meeting as a guest.

Quorum

Pursuant to the by-laws of the Company, a quorum for the Meeting is one (1) or more persons present and representing, either in their own right or by proxy, not less than 10% of the Common Shares then outstanding. If you submit a properly executed form of proxy or vote by telephone or the Internet, you will be considered part of the quorum for the Meeting. Shareholders who participate in and/or vote online at the Meeting are deemed to be present at the Meeting for all purposes, including quorum.

Voting Shares and Principal Holders Thereof

The authorized capital of the Company consists of an unlimited number of Common Shares of which, as of the Record Date, 19,819,377 Common Shares were issued and outstanding. Each Shareholder is entitled to one (1) vote for each Common Share shown as registered in his or her name on the list of Shareholders.

As of the Record Date, to the knowledge of the directors and executive officers of the Company, no one (1) person or entity beneficially owns, directly or indirectly, or exercises direction or control over, more than 10% of the Common Shares, other than:

Name	Number of Common Shares Held	Percentage of Outstanding Common Shares
AA Capital LP^{(1)}	4,411,333 Common Shares	22.26%
Eastwood Capital Corp.^{(2)}	3,879,799 Common Shares	19.58%

Note:

(1) The general partner of AA Capital LP is controlled by Mr. Billan. In addition to the Common Shares held through AA Capital LP, Mr. Billan beneficially owns, controls or directs 909,157 Common Shares.
(2) Based on public securities filings.

Interest of Certain Persons or Companies In Matters to be Acted Upon

Except as set out herein, none of the directors or executive officers of the Company, no management nominee for election as a director of the Company, none of the persons who have been directors or executive officers of the Company since the commencement of the Company's most recently completed financial year and no associate or affiliate of any of the foregoing has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors and the approval of the Amended and Restated SOP.

Advance Notice By-Law

On July 29, 2012, the Board adopted an amended and restated general by-law, which included an advance notice provision (the Advance Notice Provision), which by-law was subsequently ratified and approved by Shareholders at the shareholders' meeting held on August 29, 2012. The purpose of the Advance Notice Provision is to treat all Shareholders fairly by ensuring that all Shareholders, including those participating in a meeting of shareholders by proxy, receive adequate notice of the director nominations to be considered at such meeting. In addition, the Advance Notice Provision should also assist in facilitating an orderly and efficient meeting process. The Advance Notice Provision fixes the deadline by which holders of record of Common Shares must submit director nominations to the Company prior to any annual or special meeting of Shareholders and sets forth the information that a Shareholder must include in a written notice to the Company for any director nominee to be eligible for election at such annual or special meeting.

PART II - EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE DISCLOSURE

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Narrative Discussion

General

Generally-speaking, the Company's compensation program is designed to attract, develop, retain and reward talented human resources who will ultimately contribute to the optimal performance and growth of the Company.

The Board considers a variety of factors when determining both compensation policies and programs and individual compensation levels. These factors include the long-term interests of the Company and its Shareholders, overall financial and operating performance of the Company and the assessment of each executive officer's individual performance, contribution towards meeting corporate objectives, responsibilities, length of service and levels of compensation provided by industry competitors. Overall, the executive compensation program aims to offer to each executive officer a total compensation package that is in-line with executive compensation packages for executive officers with similar talents, qualifications and responsibilities at companies with similar financial, operating and industrial characteristics. While no formal benchmarking for the purpose of establishing compensation levels relative to any predetermined level and no formal comparison of compensation to a specific peer group of companies is done, the Board is knowledgeable regarding compensation packages for executive officers with similar talents and has considered compensation payable to executive officers at similarly placed companies.

Automotive Finance GP Inc., the General Partner of Automotive Finance Limited Partnership (the Partnership) currently pays consulting fees payable to the executive officers of the Company as set out below under "Change of Business". Despite this, the Board and Compensation Committee have certain responsibilities with respect to executive compensation at the Company as set out in the following sections of the Circular.

Compensation Committee

In order to assist the Board in fulfilling its oversight responsibilities with respect to human resources matters, the Board has established the Compensation Committee. At the end of the 2024 financial year, the Compensation Committee consisted of Farhad Abasov (Chairman), Curtis Johansson and Kuldeep Billan. Mr. Abasov and Mr. Johansson are independent within the meaning of National Instrument 52-110 – Audit Committees (NI 52-110). Mr. Billan is not independent by virtue of his position as Chief Executive Officer.

The Compensation Committee's purpose is to: (i) establish the objectives that will govern the Company's compensation program; (ii) oversee and approve the compensation and benefits paid to the Chief Executive Officer (CEO) and other executive officers; (iii) recommend to the Board the approval of proposed executive compensation; and (iv) promote the clear and complete disclosure to Shareholders of material information regarding executive compensation.

The Compensation Committee has considered the implications of the risks associated with the Company's compensation policies and practices. Executive management during the fiscal year ended December 31, 2024, consisted of a part-time contracted CEO and a part-time contracted Chief Financial Officer (CFO). The two (2) executive officers of the Company work closely with the Board so that the risks associated with the compensation policies are believed to be small and are subject to oversight by the Board and the Compensation Committee.

No Named Executive Officer (as defined below) or director is permitted to purchase financial instruments that are designed to hedge or offset a decrease in market value of the Company's securities granted as compensation.

Compensation Process

The Compensation Committee relies on the knowledge and experience of its members to set appropriate levels of compensation for executive officers. Neither the Company nor the Compensation Committee currently has any contractual arrangement with any executive or compensation consultant. The Compensation Committee reviews and makes determinations with respect to executive officer compensation on an ad hoc basis. When determining executive officers' compensation, the Compensation Committee reviews the performance of executive officers based on their achievements during the preceding year. However, total compensation or any significant element of total compensation is not tied to specific performance criteria or goals.

The Compensation Committee uses all the data available to it to ensure that the Company is maintaining a level of compensation that is both commensurate with the size of the Company and sufficient to retain key personnel. In reviewing comparative data, the Compensation Committee does not engage in formal benchmarking for the purpose of establishing compensation levels relative to any predetermined level and does not formally compare its executive compensation to a specific peer group of companies. In the Compensation Committee's view, external data provides insight into external competitiveness, but it is not an appropriate single basis for establishing compensation levels. External data is considered, along with an assessment of individual performance and experience, the Company's business strategy, and general economic considerations.

Elements of Compensation

The compensation of the executive officers consists of the payment of consulting fees for the CEO and the CFO (as described under the heading, "Salary and Consulting Fees") and, in certain cases, the granting of options, restricted share units (RSUs) and deferred share units (DSUs). The decision to grant options, RSUs and DSUs is at the discretion of the Board.

Salary and Consulting Fees

As the Named Executive Officers (as defined below) are consultants of the Partnership, the Board has no responsibility for determining the consulting fees payable to the Named Executive Officers. The Company will not pay any cash compensation to the Named Executive Officers, directly or indirectly. Rather, those individuals are compensated by the General Partner.

Stock Options

The Board believes that executive officers should have a stake in the future growth of the Company and that their interests should be aligned with those of Shareholders. The use of stock options is designed to motivate and retain the Company's personnel in order to achieve the results that ultimately benefit Shareholders. Executive officers who have an ability to directly impact the Company's business are eligible to participate in the Amended and Restated SOP for key employees, officers, directors and consultants.

Stock options may be awarded by the Board to executive officers at the commencement of their employment and/or annually, to encourage the work of these officers towards an increase of the value of the Common Shares and, from time to time, in order to reward an exceptional accomplishment.

In reviewing option grants, the Board gives consideration to the number of stock options already held by the executive officer, the level of responsibility assumed by the executive officer as well as his individual contribution to the success of the Company.

On July 19, 2012, the Board approved the Amended and Restated SOP which was also approved by Shareholders at the annual general and special meeting of Shareholders held on August 29, 2012.

Under the Amended and Restated SOP, any increase in the number of outstanding Common Shares of the Company results in an increase in the number of Common Shares that are available to be issued under the Amended and Restated SOP in the future, and any exercise of an option previously granted under the Amended and Restated SOP results in an additional grant being available in the future.

Shareholders may obtain a copy of the Amended and Restated SOP by contacting the CFO. The following is a summary of the material terms of the Amended and Restated SOP and is qualified in its entirety by the full text of the Amended and Restated SOP:

Administration. The Amended and Restated SOP is administered by the Board (or a committee thereof) which has the power, subject to the limits imposed by the Amended and Restated SOP, to (i) grant options; (ii) reserve Common Shares for issuance upon the exercise of options; (iii) determine the terms, limitations, restrictions and conditions respecting option grants; (iv) interpret the Amended and Restated SOP and adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Amended and Restated SOP; and (v) make all other determinations and take all other actions in connection with the implementation and administration of the Amended and Restated SOP.
Number of Securities Issuable. The Amended and Restated SOP is a rolling stock option plan that reserves, for issuance pursuant to stock options, a maximum number of Common Shares equal to 10% of the outstanding Common Shares at the time the Common Shares are reserved for issuance.
Eligible Persons. Options may be granted to directors, officers, employees and consultants under the Amended and Restated SOP.
Shareholder Approval. Pursuant to the policies of the TSX Venture Exchange (the TSXV), the Amended and Restated SOP must be approved by Shareholders every year after the implementation of the plan.
Limits on Participation. Under the Amended and Restated SOP, the number of Common Shares reserved for issue to any one (1) person within any twelve month period may not exceed 5% of the outstanding Common Shares at the time of grant. Additionally, the Amended and Restated SOP provides for the following limits on option grants:
The number of Common Shares reserved for issue to insiders of the Company, together with all of the Company's other share-based compensation arrangements, in aggregate, may not exceed 10% of the issued and outstanding Common Shares at the time of grant unless Disinterested Shareholder Approval (as such term is defined in the policies of the TSXV) is obtained.
The number of Common Shares reserved for issue to any one (1) consultant of the Company under the Amended and Restated SOP within any twelve month period may not exceed 2% of the issued and outstanding Common Shares at the time of grant.
The number of Common Shares reserved for issue to any one (1) employee of the Company conducting investor relations services within any twelve month period may not exceed 2% of the issued and outstanding Common Shares at the time of grant.
Exercise Price. The exercise price of options under the Amended and Restated SOP will be set by the Board at the time of grant and cannot be less than the Discounted Market Price (as such term is defined in the policies of the TSXV).

Term of Options. Options granted under the Amended and Restated SOP will have a maximum term of five (5) years from their date of grant.
Vesting. Pursuant to the Amended and Restated SOP, there are no mandatory vesting provisions. At the discretion of the Board (or a committee thereof), options granted under the Amended and Restated SOP may contain vesting conditions.
No Assignment. All options will be exercisable only by the optionee to whom they are granted and are non-assignable and non-transferable.
Termination of Exercise Right. No option may be exercised after an optionee has left the employ or service of the Company except as follows:
in the event of an optionee's death, any vested option held by the optionee at the date of death will be exercisable by the optionee's lawful personal representatives, heirs or executors until the earlier of 12 months after the date of death and the date of expiration of the term otherwise applicable to such option;
in general, vested options will expire on the earlier of: (i) 90 days after the date the optionee ceases to be employed by, provide services to, or be a director or officer of, the Company; and (ii) the expiry date of the vested options, and any unvested options shall immediately terminate; and
if an optionee is dismissed for cause, such optionee's options, whether or not they are vested at the date of dismissal, will immediately terminate.
Change of Control. Upon a change of control, vesting can be accelerated at the discretion of the Board (or a committee thereof).
Share Adjustments. The Amended and Restated SOP contains provisions for adjustment in the number of Common Shares issuable on exercise of stock options in the event of a share consolidation, split, reclassification or other relevant change in the Common Shares, or an amalgamation, merger or other relevant change in the Company's corporate structure, or any other relevant change in the Company's capitalization.
Extension of Expiry Period. If an option which has been previously granted is set to expire during a period in which trading in securities of the Company by the option holder is restricted by a black out, the expiry date of the option will be extended to 10 business days after the trading restrictions are lifted.
Amendments Requiring Shareholder Approval. Shareholder approval is required for the following amendments to the Amended and Restated SOP:
any amendment to the provisions relating to the transferability of an option, other than for transfers by will or the law of succession;
a reduction in the exercise price of an outstanding option held by an insider of the Company;
an extension of the term of any option beyond the expiry date;
an amendment to remove or exceed the limits on participation under the plan;
an increase to the aggregate percentage of securities issuable under the plan; and

○ an amendment granting additional powers to the Board to amend the plan without shareholder approval.

Amendments Without Shareholder Approval. Subject to the policies of the TSXV, the Amended and Restated SOP may be amended without shareholder approval for the following:
amendments of a “housekeeping” nature;
amendments to options granted under the plan, including amendments to the exercise period, vesting period, exercise method and frequency and effect of termination, notwithstanding the limits imposed by other provisions of the plan;
amendments advancing the date on which any option may be exercised, notwithstanding the limits imposed by other provisions of the plan in respect of amendments to the exercise and expiry dates of options granted to an insider of the Company;
the addition of any form of financial assistance by the Company for the acquisition by all or certain categories of participants of Common Shares under the plan;
amendments necessary to comply with the provisions of applicable law or the applicable rules of the TSXV, including with respect to the treatment of options granted under the plan;
amendments respecting the administration of the plan;
any amendments necessary to suspend or terminate the plan;
amendments relating to the eligibility of any optionee or eligible persons under the plan; and
any other amendment not requiring shareholder approval under applicable law (including the policies of the TSXV).

The Board believes that the Amended and Restated SOP offers participants a competitive and stable level of equity-based compensation. The Board has determined that the Amended and Restated SOP is in the best interests of the Company and its Shareholders in order for the Company to continue to secure and retain key personnel and to provide additional motivation to such persons to exert their best efforts on behalf of the Company.

For further information regarding the Amended and Restated SOP, please refer to “Matters to be Acted Upon – Approval of Amended and Restated Stock Option Plan” below.

Restricted Share Unit Plan

On April 18, 2014, the Board approved the adoption by the Company of a restricted share unit plan (the RSU Plan). The RSU Plan received approval from Shareholders at the Company’s 2014 annual general meeting and thereafter received approval from the TSXV. The RSU Plan is designed to promote the alignment of interests among employees, directors, executive officers and Shareholders of the Company. The Board believes that the RSU Plan is in the best interests of the Company and its Shareholders in order for the Company to continue to secure and retain key personnel and to provide additional motivation to such persons to exert their best efforts on behalf of the Company. In reviewing RSU grants, the Board may consider the number of RSUs already held by the employee, director or executive officer.

The following is a summary of the material terms of the RSU Plan and is qualified in its entirety by the full text of the RSU Plan:

Administration. The RSU Plan is administered by the Board (or a committee thereof) which has the power, subject to the limits imposed by the RSU Plan, to (i) award RSUs; (ii) determine the terms under which RSUs are granted; (iii) interpret the RSU Plan and adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the RSU Plan; and (iv) make all other determinations and take all other actions in connection with the implementation and administration of the RSU Plan.
Number of Securities Issuable. The RSU Plan is a fixed plan which currently reserves for issuance a maximum of 1,830,745 Common Shares.
Eligible Persons. RSUs may be granted to directors, officers, employees and consultants under the RSU Plan.
Limits on Participation. Under the RSU Plan, the maximum number of RSUs that may be granted to any one (1) eligible person, together with all of the Company's other share-based compensation arrangements, within any twelve month period may not exceed 5% of the outstanding Common Shares at the time of grant. Additionally, the RSU Plan provides for the following limits on grants:
The number of Common Shares reserved for issue to insiders of the Company, together with all of the Company's other share-based compensation arrangements, in aggregate, may not exceed 10% of the issued and outstanding Common Shares at the time of grant unless Disinterested Shareholder Approval (as such term is defined in the policies of the TSXV) is obtained.
The number of RSUs that may be granted to insiders of the Company, together with all of the Company's other share-based compensation arrangements, in aggregate, within any twelve month period may not exceed 10% of the issued and outstanding Common Shares at the time of grant unless Disinterested Shareholder Approval (as such term is defined in the policies of the TSXV) is obtained.
The number of Common Shares reserved for issue to any one (1) consultant of the Company under the RSU Plan within any twelve month period may not exceed 2% of the issued and outstanding Common Shares at the time of grant.
The number of Common Shares reserved for issue to any one (1) employee of the Company conducting investor relations services within any twelve month period may not exceed 2% of the issued and outstanding Common Shares at the time of grant.
Redemption of RSUs. Vested RSUs may be redeemed by a participant for either Common Shares (with each full RSU to be redeemed for one (1) Common Share) or, at the election of the participant, a lump sum payment equal to the amount determined by multiplying the number of RSUs to be redeemed by the market price of the Common Shares at such time.
Vesting. Pursuant to the RSU Plan, there are no mandatory vesting provisions. At the discretion of the Board (or a committee thereof), RSUs granted under the RSU Plan may contain vesting conditions.
No Assignment. All RSUs will be exercisable only by the person to whom they are granted and are non-assignable and non-transferable.
Termination of Employment. Unless otherwise determined by the Board, in its sole discretion:
upon the voluntary resignation or the termination for cause of a participant, all of the participant's RSUs which remain unvested will be forfeited; and

○ upon the termination without cause, the retirement or death of a participant, the participant will have a number of RSUs become vested in a linear manner equal to the sum for each grant of RSUs of the original number of RSUs granted multiplied by the number of completed months of employment since the date of grant divided by the number of months required to achieve the full vesting of such RSUs.

Change of Control. Upon a change of control, all RSUs at that time outstanding but unvested will automatically and irrevocably become vested in full.
Share Adjustments. The RSU Plan contains provisions for adjustment in the number of Common Shares issuable on redemption of RSUs in the event of a share consolidation, split, reclassification or other relevant change in the Common Shares, or an amalgamation, merger or other relevant change in the Company's corporate structure, or any other relevant change in the Company's capitalization.
Black Out Period. If the redemption date for an RSU occurs during or within 10 business days of a black out period applicable to such participant, then the redemption date will be extended to the close of business on the tenth business day following the expiration of such period.
Amendments Requiring Shareholder Approval. Shareholder approval is required for the following amendments to the RSU Plan:

○ an amendment changing the eligibility of a participant under the plan;

○ an amendment to remove or exceed the limits on participation under the plan;

○ an increase to the aggregate percentage of securities issuable under the plan; and

○ an amendment granting additional powers to the Board to amend the plan without shareholder approval.

Amendments Without Shareholder Approval. Subject to the policies of the TSXV, the RSU Plan may be amended without shareholder approval for the following:

○ amendments of a “housekeeping” nature;

○ amendments necessary to comply with the provisions of applicable law or the applicable rules of the TSXV, including with respect to the treatment of RSUs granted under the plan;

○ amendments respecting the administration of the plan;

○ any amendments necessary to suspend or terminate the plan; and

○ any other amendment not requiring shareholder approval under applicable law (including the policies of the TSXV).

Deferred Share Unit Plan

In addition to the RSU Plan, the Company adopted a cash-settled-only deferred share unit plan (the DSU Plan) on April 18, 2014. Since the DSUs are cash-settled, the DSU Plan was not required to be approved by the Shareholders. The DSUs vested in 2017 upon such date as the 30-day volume weighted average price of the Common Shares was equal to or higher than $2.70 and the Company had $5 million in annualized EBITDA based upon a specified formula. As at December 31, 2024, 20,000 DSUs were vested and unexercised.

Named Executive Officers

Securities legislation requires the disclosure of compensation received by each "Named Executive Officer" of the Company for the three (3) most recently completed financial years. "Named Executive Officer" is defined by the legislation to mean (i) each of the CEO and the CFO, despite the amount of compensation received by that individual; (ii) each of the Company's three (3) most highly compensated executive officers, other than the CEO and the CFO, who were serving as executive officers at the end of the most recently completed financial year and whose total compensation exceeds $150,000; and (iii) any additional individual for whom disclosure would have been provided under (ii) but for the fact that the individual was not serving as an executive officer of the Company at the end of the most recently completed financial year of the Company (each a Named Executive Officer).

At the end of the Company's most recently completed financial year, the Company had two (2) Named Executive Officers: Mr. Kuldeep Billan, the CEO, and Ms. Shannon Penney, the CFO.

Change of Business

On January 9, 2017, the Company announced its intention to transition from a "Mining Issuer" to an "Investment Issuer" (as such terms are defined in the policies of the TSXV), with a specific focus on providing debt financing and making other investments, which are expected to include, in some instances, royalty like features, in connection with the financing of automotive dealerships, automotive dealer groups and/or other related businesses and assets on a global basis, with an initial focus in Canada (the Change of Business).

In connection with the implementation of the Change of Business, the Company entered into an amended and restated limited partnership agreement dated March 3, 2017 with the General Partner, creating the Partnership. The General Partner is the general partner of the Partnership. The Company is the sole limited partner of the Partnership.

The Partnership manages the general and administrative affairs of the Company pursuant to an administration agreement dated March 3, 2017 between the Partnership and the Company (the Administration Agreement). The Company's Named Executive Officers are consultants of the Partnership. As consultants of the Partnership, those individuals are compensated by the Partnership and any amounts paid to them are subject to an expense cap for various operating and out-of-pocket expenses of the General Partner, as further described in the Administration Agreement. The Company has no employment agreements with any Named Executive Officers and does not pay any cash compensation to any Named Executive Officer, directly or indirectly. Rather, those individuals are compensated by the General Partner. The Company has no responsibility for determining the compensation of the Company's Named Executive Officers, other than the granting of any options, RSUs or DSUs.

Summary Compensation Table

The summary compensation table below shows detailed information regarding the compensation awarded to the Named Executive Officers, for services rendered in all capacities during the financial years ended on December 31, 2024, December 31, 2023, and December 31, 2022. For information concerning compensation related to previous years, please refer to the Company's previous management information circulars available on SEDAR+ at www.sedarplus.ca.

Name and Principal Position	Year	Salary ($)	Share Based Awards ($)	Option Based Awards ($)	Non-Equity Incentive Plan Compensation		Pension Value ($)	All other Compensation ($)	Total Compensation ($)
					Annual Incentive Plans ($)	Long-Term Incentive Plans ($)
Kuldeep	2024	Nil	Nil	Nil	Nil	Nil	Nil	250,000(2)	250,000
Billan	2023	Nil	Nil	Nil	Nil	Nil	Nil	250,000(2)	250,000
CEO and Director(1)	2022	Nil	Nil	Nil	Nil	Nil	Nil	250,000(2)	250,000
Shannon	2024	Nil	Nil	Nil	Nil	Nil	Nil	100,000(3)	100,000
Penney	2023	Nil	Nil	Nil	Nil	Nil	Nil	100,000(3)	100,000
CFO	2022	Nil	Nil	Nil	Nil	Nil	Nil	100,000(3)	100,000

Notes:
(1) Mr. Billan did not receive any compensation for his duties as a member of the Board nor as Chairman of the Corporate Governance and Nominating Committee (the CG&N Committee).
(2) Represents consulting fees paid to Proventus Corp., a corporation owned by Mr. Billan.
(3) Represents consulting fees paid to Smart Financial Minds Inc., a corporation owned by Ms. Penney.

Management Contracts

As described in "Change of Business", as of March 3, 2017, the Company's general and administrative affairs are managed by the Partnership in accordance with the Administration Agreement.

Termination and Change of Control Benefits

There is currently no contract, agreement, plan or arrangement that provides for payments to the Named Executive Officers at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or a change in the Named Executive Officers' responsibilities.

Incentive Plan Awards

There were no option-based awards or share-based awards outstanding for the Named Executive Officers as at the financial year ended December 31, 2024. No incentive plan awards vested for the Named Executive Officers during the financial year ended December 31, 2024.

Pension Plan Benefits

No pension plan benefits have been instituted by the Company and none are proposed at this time.

DIRECTOR COMPENSATION

Narrative Discussion

The Compensation Committee is responsible for developing the directors' compensation plan which is approved by the Board. The objectives of the directors' compensation plan are to compensate the directors in a manner that is cost effective for the Company and competitive with other comparable companies and to align the interests of the directors with those of Shareholders.

For the financial year ended December 31, 2024, each independent director received a retainer of $100,000. Additionally, the positions of Chairman of the Board and the Chairman of the CG&N Committee, Compensation Committee and Audit Committee each receive compensation at a rate of $2,000 per annum.

For the financial year ended December 31, 2024, Mr. Billan did not receive the $2,000 compensation rate as Chairman of the CG&N Committee, and the $100,000 retainer that Mr. Billan would have received as a director of the Company was instead split between the two independent directors, Farhad Abasov and Curtis Johansson. Directors are entitled to the reimbursement of expenses incurred in attending meetings of the Board or meetings of committees of the Board.

Director Compensation

The table below provides all amounts of compensation to the Board during the financial years ended December 31, 2023 and December 31, 2024.

Director	Year	Fees Earned ($)	Share-Based Awards ($)	Option-Based Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total Compensation ($)
Farhad Abasov	2024	154,000	Nil	Nil	Nil	Nil	154,000
	2023	154,000	Nil	Nil	Nil	Nil	154,000
Curtis Johansson	2024	152,000	Nil	Nil	Nil	Nil	152,000
	2023	152,000	Nil	Nil	Nil	Nil	152,000

Incentive Plan Awards

Outstanding Option-Based Awards

There were no option-based awards outstanding for the Board (excluding Named Executive Officers) as at the financial year ended December 31, 2024. Outstanding Share-Based Awards

There were no share-based awards outstanding for the directors as at the financial year ended December 31, 2024.

Value Vested or Earned During the Year

No incentive plan awards vested for the directors during the financial year ended December 31, 2024.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth the Company's compensation plans under which equity securities are authorized for issuance as at the financial year ended December 31, 2024.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options and RSUs^{(1)} (a)	Weighted Average Exercise Price of Outstanding Options and RSUs^{(1)} (b)	Number of Securities Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))^{(2)} (c)
Equity compensation plans approved by security holders	Nil Options	N/A Options	1,981,937
	Nil RSUs	N/A RSUs
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	N/A	N/A	1,981,937

Notes:

(1) Represents the number of Common Shares available for issuance upon (i) exercise of outstanding options which have been granted under the Amended and Restated SOP as at December 31, 2024 and (ii) exercise of outstanding RSUs which have been granted under the RSU Plan as at December 31, 2024.
(2) Represents the maximum number of additional Common Shares issuable under (i) the Amended and Restated SOP, and (ii) the RSU Plan. The aggregate number of Common Shares that may be reserved under the Amended and Restated SOP and the RSU Plan, collectively, shall not exceed 10% of the Company's issued and outstanding Common Shares.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Circular, except as otherwise described herein, no individual who is an executive officer, director, employee or former executive officer, director or employee of the Company is indebted to the Company pursuant to the purchase of securities or otherwise.

AUDIT COMMITTEE DISCLOSURE

Audit Committee

The Audit Committee has a formal charter, the text of which is attached to the Circular as Appendix "A". The Audit Committee charter sets out the mandate and responsibilities of the Audit Committee after careful consideration of NI 52-110.

Composition of the Audit Committee

The Audit Committee as at December 31, 2024 was composed of Farhad Abasov, Curtis Johansson and Kuldeep Billan. Mr. Abasov and Mr. Johannsson are independent within the meaning of NI 52-110. Mr. Billan is not independent by virtue of his position as the Chief Executive Officer. The Chair of the Audit Committee is Mr. Johansson.

All members, by their experience and education, are financially literate within the meaning of NI 52-110. The Audit Committee meets on a quarterly basis or adopts written resolutions approving the financial statements.

Education and Relevant Experience

The education and related experience of each Audit Committee member that is relevant to the performance of his responsibilities are set out below:

Curtis Johansson

Mr. Johansson has 21 years of capital markets and investing experience in a range of sectors including consumer, industrial and energy. He is a Partner of CAI Capital Partners (CAI), a North American private equity firm specializing in buyouts, restructurings, acquisitions, recapitalizations and other corporate growth initiatives. Through his activities at CAI, Mr. Johansson is a director or board observer of a number of CAI's portfolio companies. Prior to joining CAI, Mr. Johansson was with RBC Capital Markets, in London, England and Calgary, Alberta. Mr. Johansson holds a Bachelor of Commerce degree from the Haskayne School of Business at the University of Calgary and is a holder of the Institute of Corporate Directors Director designation (ICD.D). Mr. Johansson will devote the appropriate amount of time to the Company as a director and will not be a full-time employee of the Company and will not enter into a non-competition or non-disclosure agreement with the Company.

Kuldeep Billan, CFA

Mr. Billan has extensive experience in both private and public markets. Mr. Billan is the founder and Executive Chairman of a privately held auto group. Prior to founding the auto group, Mr. Billan held prior roles in both private equity and several investment firms focused on public markets. Mr. Billan is a Director of the Company, is a Chartered Financial Analyst and holds a Bachelor of Commerce degree from the University of Alberta.

Farhad Abasov, MBA

Mr. Abasov is currently the managing director of Riverbed Holdings Limited and Chairman of Millennial Potash. Until February 2022 Farhad Abasov served as the President and CEO of Millennial Lithium Corp., a lithium mining company. Previously he was the President and CEO of Allana, a Canadian potash company focusing on the exploration and development of a previously explored Dallol potash property in the Danakil Depression, Ethiopia. He was also Executive Chairman of Rodinia Lithium Inc. Mr. Abasov has previously held various senior executive and director positions with leading domestic and international resource, energy and finance companies. Prior to Allana, Mr. Abasov served as Senior Vice President at Potash One, was Vice President, Portfolio Management and Vertical Integration for Uranium One and was a member of Energy Metals Corporation's senior management team. He has spent over fifteen years in the capital markets raising over $500 million for various mining, agriculture and energy companies. Mr. Abasov holds an MBA in Business and Finance from the International University of Japan.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Board has not refused to adopt a recommendation of the Audit Committee with respect to the nomination or compensation of the external auditors.

Reliance on Certain Exemptions

As the Company is a "Venture Issuer" pursuant to relevant securities legislation, AFCC is relying on the exemption in Section 6.1 of NI 52-110 from the reporting requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

At no time since the commencement of its most recently completed financial year ended December 31, 2024, has AFCC relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or the exemptions in Section 6.1.1 of NI 52-110 with respect to composition of an audit committee of a venture issuer (Circumstance Affecting the Business or Operations of the Venture Issuer, Events Outside Control

of Member and Death, Incapacity or Resignation), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. The Audit Committee studies each situation on a case-by-case basis.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audit services provided by Raymond Chabot Grant Thornton LLP to the Company to ensure auditor independence. The aggregate fees billed by the Company's external auditors in each of the last two (2) fiscal years for audit fees are as follows:

Financial Year Ended	Audit Fees^{(1)}	Audit Related Fees	Tax Fees^{(2)}	All Other Fees^{(3)}	Total
December 31, 2024	$26,716	Nil	$8,269	Nil	$34,985
December 31, 2023	$31,552	Nil	$7,875	Nil	$39.427

Notes:

(1) Audit fees billed represent fees for completing the annual audit of the financial statements.
(2) Tax fees billed in 2023 and 2024 represent fees for preparation of annual tax returns.
(3) All other fees include all other non-audit services.

STATEMENT OF CORPORATE GOVERNANCE

National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) requires the Company to disclose, on an annual basis, its approach to corporate governance with reference to the governance guidelines provided in National Policy 58-201 Corporate Governance Guidelines (NP 58-201).

The Company has reviewed its corporate governance practices under the guidelines contained in NP 58-201. The Company's practices comply generally with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current state of development and therefore the Company's governance practices do not reflect these particular guidelines. Set out below is a description of the Company's corporate governance practices as required to be disclosed by NI 58-101.

Board of Directors

As of the date of this Circular, Kuldeep Billan, Farhad Abasov and Curtis Johansson are the directors of the Company. Mr. Abasov and Mr. Johansson are independent directors of the Company within the meaning of NI 58-101. Mr. Billan is not independent by virtue of his position as CEO.

Directorships

The following directors are currently directors of other issuers that are reporting issuers (or the equivalent) in a jurisdiction in Canada or abroad:

Director	Issuer	Jurisdiction
Farhad Abasov	Millennial Potash Corp.	British Columbia

Orientation and Continuing Education

The Company does not offer a formal orientation and education program for new directors. The new directors familiarize themselves with the Company by speaking to other directors and by reading documents provided by the executive officers.

Ethical Business Conduct

The Board monitors the ethical conduct of the Company and its management and ensures that it complies with applicable legal and regulatory requirements. The Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Corporate Governance and Nominating Committee

The CG&N Committee as at December 31, 2024 was comprised of Farhad Abasov, Curtis Johansson and Kuldeep Billan. Mr. Abasov and Mr. Johansson are independent. Mr. Billan is not independent by virtue of his position as CEO. The Chairman of the CG&N Committee is Mr. Billan.

The purpose of the CG&N Committee is to act as the representative of the Board in carrying out its oversight responsibilities relating to: (i) developing and recommending to the Board a set of corporate governance policies and principles applicable to the Company in accordance with regulatory body rules and regulations; and (ii) recommending candidates for director to the Board after carefully reviewing and assessing the professional qualifications and skills, personality and other qualifications of each candidate, including the time and energy that such candidate is able to devote to the task and the contribution he or she can make to the Board.

Compensation Committee

The Compensation Committee is responsible for reviewing the compensation of the Company's directors and officers. The Compensation Committee, as at December 31, 2024, was comprised of Farhad Abasov, Curtis Johansson and Kuldeep Billan. Mr. Abasov and Mr. Johansson are independent. Mr. Billan is not independent by virtue of his position as CEO. The Chairman of the Compensation Committee is Mr. Abasov.

The mandate of the Compensation Committee is used to fulfill its responsibilities and the Board believes that this composition allows for the free flow of information that is required to ensure that the compensation process is objective and effective. The primary function of the Compensation Committee is to assist the Board in its responsibilities with respect to executive compensation. See "Executive Compensation" for more information.

Education and Relevant Experience

The education and related experience of each Compensation Committee member that is relevant to the performance of his responsibilities are set out below:

Farhad Abasov, MBA

Mr. Abasov is currently the managing director of Riverbed Holdings Limited and Chairman of Millenial Potash. Until February 2022 Farhad Abasov served as the President and CEO of Millennial Lithium Corp., a lithium mining company. Previously he was the President and CEO of Allana, a Canadian potash company focusing on the exploration and development of a previously explored Dallol potash property in the Danakil Depression, Ethiopia. He was also Executive Chairman of Rodinia Lithium Inc. Mr. Abasov has previously held various senior executive and director positions with leading domestic and international

resource, energy and finance companies. Prior to Allana, Mr. Abasov served as Senior Vice President at Potash One, was Vice President, Portfolio Management and Vertical Integration for Uranium One and was a member of Energy Metals Corporation's senior management team. He has spent over fifteen years in the capital markets raising over $500 million for various mining, agriculture and energy companies. Mr. Abasov holds an MBA in Business and Finance from the International University of Japan.

Kuldeep Billan, CFA

Curtis Johansson, B. Comm

Mr. Johansson has 21 years of capital markets and investing experience in a range of sectors including consumer, industrial and energy. He is a Partner of CAI, a North American private equity firm specializing in buyouts, restructurings, acquisitions, recapitalizations and other corporate growth initiatives. Through his activities at CAI, Mr. Johansson is a director or board observer of a number of CAI's portfolio companies. Prior to joining CAI, Mr. Johansson was with RBC Capital Markets, in London, England and Calgary, Alberta. Mr. Johansson holds a Bachelor of Commerce degree from the Haskayne School of Business at the University of Calgary and is a holder of the Institute of Corporate Directors Director designation (ICD.D).

Other Board Committees

With the exception of the Audit Committee, the CG&N Committee and the Compensation Committee, the Board has no other standing committees.

Assessments

The directors, the Board and its committees are assessed on an ongoing basis by reviewing their attendance and performance. The Board expects to establish a formal appraisal process in the future.

Diversity

For the purposes of this section, "designated groups" means women, Aboriginal peoples, persons with disabilities and members of racial minorities, as such terms are defined in the CBCA.

The Company has not adopted term limits for the directors or other mechanisms of board renewal because it has not felt that such mechanisms are appropriate given the Company's size and stage of development. The CG&N Committee recognizes the benefit that new perspectives, ideas and business strategies can offer and support periodic Board renewal. The CG&N Committee and the Board also recognize that a director's experience and knowledge of the Company's business is a valuable resource. Accordingly, the Board believes that the Company and the Shareholders are best served by the regular assessment of the effectiveness of the Board rather than by fixed age, tenure and other limits.

The Board does not currently have a written policy relating to the identification and nomination of members of designated groups. The Company recognizes the benefits of diversity within its Board, at the executive level and all levels of the organization, but does not believe that a formal policy would enhance the representation of designated groups on the board beyond the current recruitment and selection process. The CG&N Committee will value diversity of experience, perspective, education, background, race, gender and national origin and whether a candidate is a member of a designated group as part of its overall evaluation of director nominees for election or re-election, and the Board will value same as part of its evaluation of candidates for senior management positions. This will be achieved through ensuring that diversity and considerations related to designated groups are taken into account when filling Board and

senior management vacancies, continuously monitoring the level of representation by members of designated groups on the Board and in senior management positions, continuing to broaden recruiting efforts to attract and interview qualified candidates who are members of designated groups, and committing to retention and training to ensure that the Company's most talented employees are promoted from within the organization.

The Company does not intend to adopt targets for representation by members of designated groups on the Board or for senior management or executive officer positions in part because the Board and management value and appreciate diversity and already consider this along with other criteria including the competence, skills, experience, character and behavioral qualities, all of which are important in determining the value an individual may bring to the Board or senior management. The Board does not believe that formal targets would enhance the representation of designated groups on the Board or in senior management positions beyond the current recruitment and selection process.

Currently, two (2) of the executive officers and one (1) of the directors of the Company are a member of a designated group. Please see below for a breakdown of the number and percentage of directors and executive officers in each of the designated groups:

Total Number of Directors on the Board and Senior Management Members
Board of Directors	3
Senior Management	2
Representation of Designated Groups on the Board
---	---
Designated Groups	Number
Women	Nil
Indigenous peoples	Nil
Members of visible minorities	1
Persons with disabilities	Nil
Number of individuals that are members of more than one designated group	Nil
Representation of Designated Groups on Senior Management Team
---	---
Designated Groups	Number
Women	1
Indigenous peoples	Nil
Members of visible minorities	1
Persons with disabilities	Nil
Number of individuals that are members of more than one designated group	Nil

PART III – PARTICULARS OF MATTERS TO BE ACTED UPON

1. Presentation of Annual Financial Statements

The Annual Financial Statements, together with the auditors' report thereon will be presented to Shareholders at the Meeting. No vote will be taken with respect to the Annual Financial Statements and receipt of the Annual Financial Statements will not constitute approval or disapproval of any matters referred to therein. These documents are available under the Company's profile on SEDAR+ at www.sedarplus.ca.

2. Appointment of Auditors

The auditors of the Company are Raymond Chabot Grant Thornton LLP, Chartered Accountants, who were first appointed as auditors of the Company in December 2004. Management proposes that Raymond Chabot Grant Thornton LLP be re-appointed as auditors for the Company for the ensuing year and that the Board be authorized to fix their remuneration. Please refer to the section entitled "Audit Committee Disclosure" above for the information on the external auditor service fees for the financial year ended December 31, 2024.

Unless the Shareholder has specified in the enclosed form of proxy that the Common Shares represented by that proxy are to be withheld from voting on the appointment of auditors, the persons named in the enclosed form of proxy intend to vote FOR the re-appointment of Raymond Chabot Grant Thornton LLP, as auditors of the Company to hold office until the next annual general meeting of the Company, and to authorize the Board to fix the remuneration of the auditors. In order to be passed, this resolution must be approved by a vote of not less than 50% of the votes cast by Shareholders at the Meeting, present in person or by proxy.

3. Election of Directors

The directors of the Company are elected annually. Each person elected will hold office until the next annual general meeting of the Company or until their successors are duly appointed or elected. The Board has fixed the number of directors at three (3), in accordance with the articles of the Company. At the Meeting, Shareholders will be asked to vote for the election of the three (3) nominees proposed by the Company as directors. All of the nominees were elected as directors at last year's annual general and special meeting of Shareholders.

In the absence of contrary instruction, the persons named in the enclosed form of proxy intend to vote FOR the election of the nominees whose names are set out below. Management does not contemplate that any nominee will be unwilling or unable to serve as director but, should that occur for any reason prior to the Meeting, it is intended that the persons named in the enclosed form of proxy shall reserve the right to vote for another nominee in his or her discretion.

The following information has been furnished by the respective proposed directors of the Company:

DIRECTORS NOMINATED FOR ELECTION
Name and Residence	Present Principal Occupation	Current Position with AFCC	Director Since	No. of Common Shares Beneficially Owned or Controlled or Directed(5)
Kuldeep Billan(1)(2)(3)(6)
The Bahamas	Chief Executive Officer of AFCC	Director and Chief Executive Officer	February 11, 2022	909,157
Farhad Abasov(1)(2)(3)(4)
Dubai,
United Arab Emirates	Managing Director of Riverbed Holdings Limited	Director	August 29, 2011	56,666
Curtis Johansson(1)(2)(3)(4)
British Columbia, Canada	Partner of CAI Capital Partners	Director	April 11, 2014	112,971

Notes:

(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the CG&N Committee.
(4) Independent director/nominee of the Board.
(5) As of May 15, 2025, the date of the Circular.
(6) Mr. Billan has been the CEO of the Corporation since 2014 and the CEO/Executive Chairman of a privately held auto group since 2014.

Corporate Cease Trade Orders or Bankruptcies

No director nominee is, as at the date of this Circular, or has been, within 10 years before the date of this Circular:

(a) a director, chief executive officer or chief financial officer of any corporation (including AFCC) that:

(i) was subject to an order that was issued while the director nominee was acting in the capacity as director, chief executive officer or chief financial officer; or
(ii) was subject to an order that was issued after the director nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

(b) a director or executive officer of any corporation that, while such director nominee was acting in that capacity, or within a year of such director nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(c) someone who became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director nominee.

For the purposes of section (a) above, the term "order" means a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days.

Penalties and Sanctions

To the knowledge of the Company, as of the date of this Circular, no director nominee has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

4. Approval of Amended and Restated Stock Option Plan

Pursuant to the policies of the TSXV, the Amended and Restated SOP must be re-approved annually by Shareholders. As a result, at the Meeting, Shareholders will be asked to consider and approve an ordinary resolution, in substantially the following form, in order to approve the continued use of the Amended and Restated SOP:

BE IT RESOLVED, AS AN ORDINARY RESOLUTION OF THE COMPANY, THAT,

the continued use of the Company's Amended and Restated SOP is hereby approved; and
any one (1) director or officer of the Company is hereby authorized for and on behalf of the Company to execute and deliver all such instruments and documents and to perform and do all such acts and things as may be deemed advisable in such individual's discretion for the purpose of giving effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

The Board recommends that Shareholders vote in favour of the ordinary resolution. In order to be passed, this resolution must be approved by a vote of not less than 50% of the votes cast by Shareholders at the Meeting, present in person or by proxy. In the absence of contrary instruction, the persons named in the accompanying form of proxy intend to vote FOR the ordinary resolution to approve the Amended and Restated SOP. Please note, the continued use of the Amended and Restated SOP is subject to TSXV acceptance, and if the TSXV finds the disclosure to Shareholders to be inadequate, this Shareholder approval may not be accepted by the TSXV.

5. Other Business

Management is not aware of any other matters to come before the Meeting, other than those set out in the Notice of Meeting. If other matters come before the Meeting, it is the intention of the management designees named in the instrument of proxy to vote in respect of the same in accordance with their best judgment in such matters.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations) of the Company, nominee for election as a director of the Company or, to the knowledge of the directors and officers of the Company, their respective associates or affiliates, has or had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or would materially affect the Company during the financial year ended December 31, 2024.

SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL GENERAL MEETING

In accordance with the CBCA, a Shareholder may be entitled to submit to the Company notice of any matter that the person proposes to raise at the next annual general meeting of Shareholders and the Company shall set out such proposal and the accompanying supporting statements, if any, in the management proxy circular for the next annual general meeting of Shareholders, provided such notice is given to the Company between 90 to 150 days before the anniversary of the Meeting, meaning a deadline of March 20, 2025.

AUDITOR AND TRANSFER AGENT

Raymond Chabot Grant Thornton LLP are the auditors of the Company and Computershare is the registrar and transfer agent for the Common Shares of the Company.

ADDITIONAL INFORMATION

Financial information for the Company's most recently completed financial year is provided in the Annual Financial Statements and the related management's discussion and analysis. Copies of the Annual Financial Statements and the related management's discussion and analysis may be obtained on request from Attention: Shannon Penney, PO Box 17026 Yonge King, Toronto, Ontario, M5E 1Y2, telephone: (905) 619-4996. Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca and on AFCC's website at www.autofincocorp.com.

GENERAL

Unless specified otherwise, all information contained herein is as of May 15, 2025. Save for the matters referred to herein, management knows of no other matters intended to be brought before the Meeting. However, if any matters, which are not now known to management, shall properly come before the Meeting, the proxy given pursuant to this solicitation by management will be voted on such matters in accordance with the best judgment of the person voting the proxy, in the event such discretionary authority is provided in the proxy.

DIRECTORS' APPROVAL

The Board has approved the contents of this Circular and the sending of it to the directors, Shareholders and the auditor of the Company.

AUTOMOTIVE FINCO CORP.

“Farhad Abasov”
Farhad Abasov
Chairman of the Board

APPENDIX A: AUDIT COMMITTEE CHARTER

AUTOMOTIVE FINCO CORP.

I. PURPOSE

The board of directors (the "Board") of Automotive Finco Corp. (the "Corporation") has established an Audit Committee consisting of members of the Board. The purpose of the Audit Committee is to assist the Board in fulfilling its responsibilities of oversight and supervision of:

the integrity of the Corporation's accounting and financial reporting practices and procedures;
the adequacy of the Corporation's internal accounting controls and procedures management information systems;
the quality and integrity of the financial statements of the Corporation; and
the independence of the Corporation's independent auditors.

This charter of the Audit Committee of the Board repeals and supersedes any other charter of the Audit Committee.

II. COMPOSITION

The members of the Audit Committee will be appointed annually by the Board on the recommendation of the Corporate Governance and Nominating Committee (the "CGN Committee"). The Audit Committee will consist of at least three members, the majority of whom shall be independent.

All members of the Committee shall have accounting or related financial management expertise and shall be financially literate (as such term is defined under applicable securities laws).

III. CHAIR

Each year, unless otherwise determined by the Board, the Audit Committee will appoint one of its members to be chairperson of the Audit Committee (the "Committee Chair") on the recommendation of the CGN Committee. If, in any year, neither the Audit Committee nor the Board appoints a Committee Chair, the incumbent Committee Chair will continue in office until a successor is appointed.

IV. MEETINGS & OPERATING PROCEDURES

The Audit Committee will meet at least four times annually, or more frequently as circumstances dictate.

A quorum shall be a majority of the members. No business may be transacted by the Audit Committee except at a meeting at which a quorum is present. Alternatively, business may be transacted by the Audit Committee by a resolution in writing signed by all members of the Audit Committee who would have been entitled to vote on that resolution at a meeting of the Audit Committee.

A meeting of the Audit Committee may be called by the Committee Chair, the chairperson of the Board, the CEO, or any two Audit Committee members.

Notice of every meeting will be given to each member and to the chairperson of the Board.

A-1

The Audit Committee, in consultation with senior management and the independent auditor, shall develop and participate in a process for review of important financial topics that have the potential to impact the Corporation's financial policies and disclosures.

The Audit Committee shall communicate its expectations to senior management and the independent auditor with respect to the nature, timing and extent of its information needs. The Audit Committee expects that written materials will be received from senior management and the independent auditor in advance of meeting dates.

The Audit Committee may ask senior management or others to attend meetings. The Audit Committee should meet privately in executive session at least quarterly with (i) senior management, (ii) the independent auditor, and (iii) as a committee to discuss any matters that the Audit Committee or each of these groups believe should be discussed.

The Audit Committee expects that, in discharging its responsibilities to shareholders, the independent auditor shall be accountable to the Board through the Audit Committee. The independent auditor shall report all material issues or potentially material issues to the Audit Committee.

V. LIMITATIONS ON COMMITTEE'S DUTIES

In discharging its duties under this charter, each member of the Audit Committee shall be obliged only to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in this charter is intended, or may be construed, to impose on any member of the Audit Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all Board members are subject.

The Audit Committee is not responsible for:

planning or conducting audits; or
certifying or determining the completeness or accuracy of the Company's financial statements or that those financial statements are in accordance with generally accepted accounting principles.

Each member of the Audit Committee shall be entitled to rely in good faith upon:

financial statements of the Company represented to him or her by senior management of the Company or in a written report of the independent auditor to present fairly the financial position of the Company in accordance with generally accepted accounting principles; and
any report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by any such person.

The fundamental responsibility for the Company's financial statements and disclosure rests with senior management.

VI. DUTIES AND RESPONSIBILITIES

Subject to the powers and duties of the Board, the Board hereby delegates to the Audit Committee the following powers and duties to be performed on behalf of and for the Board and the Audit Committee undertakes to:

A-2

Financial Reporting

review the Corporation's annual audited financial statements, annual Management Discussion and Analysis, annual earnings press release and related documents prior to any public disclosure of such information, and report its findings to the Board for approval; the review should include discussion with senior management and the independent auditor of significant issues regarding accounting principles, practices and judgments;
review the Corporation's quarterly unaudited financial statements, interim Management Discussion and Analysis, interim earnings press release and related documents prior to any public disclosure of such information; the review should include discussion with senior management and the independent auditor of significant issues regarding accounting principles, practices and judgments;
review with senior management and the independent auditor the certifications of the financial statements as required by National Instrument 52-109 – Certification of Disclosure In Companies’ Annual and Interim Filings;
review and approve, or, in the case of annual financial statements, recommend approval to the Board of, news releases and reports to shareholders issued by the Corporation with respect to the Corporation's annual and quarterly financial statements and any other relevant financial matters;
review the status of significant accounting estimates and judgments (e.g., reserves) and special issues (e.g., major transactions, changes in the selection or application of accounting policies, off-balance sheet items, effect of regulatory and financial initiatives);
review any litigation, claim or other contingency that could have a material effect on the financial statements;
ensure that adequate procedures are in place for the review of the Corporation's disclosure of financial information extracted or derived from the Corporation's financial statements, other than the disclosure stated above, and periodically assess the adequacy of the those procedures;
consider the independent auditor's judgments about the quality and appropriateness, not just the acceptability, of accounting principles and financial disclosure practices of the Corporation, as approved in its financial reporting;
in consultation with senior management and the independent auditor, consider the integrity of the Corporation's financial reporting processes and controls, and discuss significant financial risk exposures and the steps senior management has taken to monitor, control, and report such exposures;
review significant findings prepared by the independent auditor together with senior management's responses; and
review the following with senior management with the objective of obtaining reasonable assurance that financial risk is being effectively managed and controlled: (i) senior management's tolerance for financial risks, (ii) senior management's assessment of significant financial risks facing the Corporation, and (iii) the Corporation's policies, plans, process and any proposed changes to those policies for controlling significant financial risks.

A-3

Independent Auditor

The independent auditor is ultimately accountable to the Audit Committee and the Board. The Audit Committee will:

review the independence and performance of the auditor and annually recommend to the Board the appointment of the independent auditor or approve any discharge of independent auditor when circumstances warrant;
evaluate the qualifications and recommend to the Board the independent auditor to be nominated to prepare or issue an audit report or perform other audit, review or attest services for the Corporation, the terms of engagement and the compensation of the independent auditor;
assume responsibility for overseeing the work of the independent auditor engaged to prepare or issue an audit report or perform other audit, review or attest services for the Corporation, including the resolution of disagreements between senior management and the independent auditor regarding financial reporting;
pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by its independent auditor; the authority to pre-approve non-audit services may be delegated to the Committee Chair, provided that the pre-approval is presented to the full Audit Committee at its first scheduled meeting following such pre-approval;
on an annual basis, review and discuss with the independent auditor all significant relationships they have with the Corporation that could impair the auditor's independence;
review the independent auditor's audit plan, discuss the scope, staffing, locations, reliance upon senior management and internal audit and general audit approach;
prior to releasing the year-end earnings, discuss the results of the audit with the independent auditor;
review the results of independent audits and any change in accounting practices or policies and their impact on the financial statements;
where there are unsettled issues raised by the independent auditor that do not have a material effect on the annual audited financial statements, require that there be a written response identifying a course of action that would lead to their resolution; and
review and approve the Corporation's hiring policies regarding partners, employees, former partners and former employees of the present and former independent auditor of the Corporation.

Ethical and Legal Compliance

The Audit Committee will:

review procedures adopted by the Corporation to ensure that all material statutory deductions have been withheld by the Corporation and remitted to the appropriate authorities;
monitor compliance with the Code of Ethics and Business Conduct (the "Code") and oversee procedures in the Code for: (i) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of concerns regarding such matters;

A-4

review with legal counsel any legal matters that could have a significant effect on the Corporation's financial statements; and
review with legal counsel the Corporation's compliance with applicable laws and regulations and inquiries received from regulators and governmental agencies to the extent they may have a material impact on the financial position of the Corporation.

Other

The Audit Committee will:

ensure that the Chief Financial Officer of the Corporation is financially literate, as such term is defined in this charter;
if senior management solicits proxies from the Corporation's security holders for the purpose of electing directors to the Board, ensure that the management information circular contains the prescribed disclosure regarding the Audit Committee, and if the Corporation prepares an annual information form, that such annual information form contains the prescribed disclosure regarding the Audit Committee; and
review and recommend to the Board for approval all non-arm's length transactions involving the Corporation and any director, officer, employee, representative or significant security holder.

VII. REPORTING

The Audit Committee shall report on its activities to the Board regularly.

VIII. REMOVAL AND VACANCIES

Any member of the Audit Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Audit Committee upon ceasing to be a director. The Board may fill vacancies on the Audit Committee by appointment from among its members. If and whenever a vacancy shall exist on the Audit Committee, the remaining members may exercise all its powers so long as a quorum remains in office. Subject to the foregoing, each member of the Audit Committee shall remain as such until the next annual meeting of shareholders after that member's election.

IX. REVIEW AND EVALUATION

The Audit Committee will annually review and evaluate the adequacy of its charter and recommend any proposed changes to the CGN Committee. It will also participate in an annual performance evaluation by the CGN Committee.

X. ACCESS TO OUTSIDE ADVISORS

The Audit Committee may, without seeking approval of the Board or senior management, select, retain, terminate, set and approve the fees and other retention terms of any outside advisor, as it deems appropriate. The Corporation will provide for appropriate funding, for payment of compensation to any such advisors, and for ordinary administrative expenses of the Audit Committee.

A-5

THIS PAGE INTENTIONALLY LEFT BLANK

AI assistant

Automotive Finco Corp. — Proxy Solicitation & Information Statement 2025

44234_rns_2025-05-16_85329303-6a6d-4b01-8589-76b537a6bf6e.pdf

MANAGEMENT INFORMATION CIRCULAR

PART I - GENERAL INFORMATION

Solicitation of Proxies

Record Date

Mailing of Information

Registered Shareholders and Beneficial Shareholders

Appointment of Proxy Holders

Manner of Voting by Proxies

How to Attend the Meeting

Participating and Voting at the Meeting

Voting at the Meeting

Revocability of Proxies

Quorum

Voting Shares and Principal Holders Thereof

Interest of Certain Persons or Companies In Matters to be Acted Upon

Advance Notice By-Law

PART II - EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE DISCLOSURE

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

General

Compensation Committee

Compensation Process

Elements of Compensation

Salary and Consulting Fees

Stock Options

Restricted Share Unit Plan

Deferred Share Unit Plan

Named Executive Officers

Change of Business

Summary Compensation Table

Management Contracts

Termination and Change of Control Benefits

Incentive Plan Awards

Pension Plan Benefits

DIRECTOR COMPENSATION

Narrative Discussion

Director Compensation

Incentive Plan Awards

Outstanding Option-Based Awards

Value Vested or Earned During the Year

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Notes:

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

AUDIT COMMITTEE DISCLOSURE

Audit Committee

Composition of the Audit Committee

Education and Relevant Experience

Curtis Johansson

Kuldeep Billan, CFA

Farhad Abasov, MBA

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

External Auditor Service Fees

STATEMENT OF CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Corporate Governance and Nominating Committee

Compensation Committee

Education and Relevant Experience

Farhad Abasov, MBA

Kuldeep Billan, CFA

Curtis Johansson, B. Comm

Other Board Committees

Assessments

Diversity

PART III – PARTICULARS OF MATTERS TO BE ACTED UPON

1. Presentation of Annual Financial Statements

2. Appointment of Auditors

3. Election of Directors

Penalties and Sanctions

4. Approval of Amended and Restated Stock Option Plan

5. Other Business

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL GENERAL MEETING

Automotive Finco Corp. Proxy Solicitation & Information Statement 2025