Caribbean Utilities Company, Ltd.

2026 Notice of Annual General Meeting of Shareholders and Management Information Circular

You've got the power

Annual General Meeting of Shareholders

You may vote by proxy using one of the following:

Internet:
www.meeting-vote.com

Mail:
Attention: Proxy Department
P.O. Box 721
Agincourt, Ontario
Canada M1S 0A1

Facsimile:
(416) 607-7964

If you are unable to attend the Meeting your voting instructions must be received before the date indicated on your voting instruction form, or if voting by proxy, by no later than 4:00 p.m. (Eastern Time) on Thursday, May 7, 2026, or not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the Meeting or any adjournment or postponement thereof or with the Chair of the Meeting prior to the commencement of the Meeting or adjournment or postponement thereof.

E-mail:
[email protected]

Mail:
Attention: Company Secretary
P.O. Box 38
Grand Cayman KY1-1101
Cayman Islands

March 20, 2026

Dear Fellow Shareholders,

We cordially invite you to participate in the Annual General Meeting of Class A Ordinary Shareholders ("Shareholders") of Caribbean Utilities Company, Ltd. (the "Company" or "CUC") to be held on Monday, May 11, 2026 (the "Meeting").

As our valued Shareholders, your participation in this meeting is crucial to the future of our Company. During the meeting, we will be discussing important matters that will directly impact the direction, growth and future of CUC. Your input and insights are highly valued as we navigate through these decisions. This meeting will also provide you with the opportunity to meet and ask questions of CUC's Management and Board of Directors. The Information Circular that follows contains details of the important matters to be decided upon. We ask you to carefully consider each of these and to cast your vote, in person, online or by the appointment of a proxy in advance.

Sheree L. Ebanks, Chairperson of the Board of Directors and J.F. Richard Hew, President & Chief Executive Officer

Following the completion of the business of the Meeting, the management team will share information about the business of the Company. We look forward to sharing our key strategic initiatives and performance with you as we progress this Company forward.

Further information about CUC's financial results, operational performance, and environmental, sustainability and governance goals can be accessed in our Annual Report for the year ended December 31, 2025 and our Sustainability Update Report 2025, both of which may be found on our website (www.cuc-cayman.com) or under the Company's profile on SEDAR+ (www.sedarplus.ca).

The Board of Directors and the Management Team of CUC thank you for your continued engagement with us.

Yours Sincerely,

Sheree L. Ebanks
Chairperson of the Board of Directors
Caribbean Utilities Company, Ltd.

J.F. Richard Hew
President & Chief Executive Officer
Caribbean Utilities Company, Ltd.

Letter to Shareholders 1
Notice of Annual General Meeting of Shareholders 3
Delivery of Meeting Materials 4
Management Information Circular 5
Attendance and Voting at the Meeting 6
Registered Shareholders 6
Notice-and-Access 6
Solicitation of Proxies 7
Appointment of Proxyholder 7
Voting by Proxyholder 7
Deposit of Proxies 8
Revocation of Proxies 9
Interests of certain persons in matters to be acted upon 9
Voting securities and principal holders of voting securities 9
Matters for Consideration of Shareholders 10
Presentation of Audited Consolidated Financial Statements 10
Election of Directors 10
Appointment of Auditors 11
Revised Compensation Structure for Members of the Board and the Committees of the Board 12
Nominees for Election as Directors 13
Compliance with TSX Requirements 20
Overall Attendance 21
Directors Compensation 22
2025 Board & Committee Retainer and Meeting Fees 22
Skills & Experience 23

Corporate Governance Practices 24
Code of Ethics and Speak Up Policy 24
Board of Directors 24
Audit Committee 25
Governance & Sustainability Committee 26
Human Resources Committee 27
Board and Committee Assessments 27
Board Renewal and Term Limits 27
Board Composition and Diversity 27
Board Orientation and Continuing Education 29

Executive Compensation 30
Compensation Discussion and Analysis 30
Share Performance Graph 34
Exchange Rate for Conversion of United States Dollars to Canadian Dollars 34
Summary Compensation Table 35
Performance on Corporate Targets 36
Equity Compensation Plan Information as of December 31, 2025 37
Incentive Plan Awards – Value Vested or Earned During the Year 39
Defined Contribution Pension Plan 41
Termination and Change of Control Benefits 41
Share Incentive Arrangements 42

Additional Information 44
Approval of Directors 45
Schedules 46
Schedule A – Resolution of the Class A Ordinary Shareholders to Approve the Proposed Revised Board of Directors and Committee Compensation Structure 46
Schedule B – Mandate of the Board of Directors 47

Notice of Annual General Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (the "Meeting") of Caribbean Utilities Company, Ltd. (the "Company") will be held at the Hotel Indigo, 32 Seafire Way, West Bay, Grand Cayman, Cayman Islands on Monday, May 11, 2026 at the hour of 3:00 p.m., Cayman Islands time and by live audio webcast using the LUMI meeting platform at https://meetings.lumiconnect.com/400-719-424-928. The Meeting will be held for the following purposes:

To receive and consider the Annual Report of the Company, including audited consolidated financial statements of the Company for the one-year period ended December 31, 2025 and the Report of the Auditors thereon;
to elect the directors of the Company for the coming year;
to appoint Deloitte LLP as auditors of the Company to hold office until the conclusion of the next annual general meeting of shareholders of the Company and to authorize the board of directors of the Company to fix the auditors' remuneration;
to consider, and if thought advisable to pass, with or without variation, an ordinary resolution to approve the adoption of a revised compensation structure for the Board and the committees of the Board;
to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The Management Information Circular dated March 20, 2026, prepared with respect to the Meeting, and a form of proxy accompany this Notice of Meeting.

Only the holders of record of the Class A Ordinary Shares as at March 20, 2026 will be entitled to vote at the Meeting. The holders of the Company's 9% Class B Cumulative Participating Preference Shares are entitled to receive notice of and be present at the Meeting.

DATED at George Town, Grand Cayman, Cayman Islands, the 20th day of March, 2026.

By Order of the Board of Directors
"Claire J. Stafford"
Company Secretary

Delivery of Meeting Materials

Notice-and-Access

As permitted by the Canadian Securities Administrators pursuant to National Instrument 51-102 – Continuous Disclosure Obligations and National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (together, the “Notice-and-Access Provisions”), the Company is using “notice-and access” to deliver proxy-related materials (such as the accompanying Information Circular and the Company’s 2025 Annual Report, containing the Company’s audited consolidated financial statements and the auditor’s report thereon and the 2025 Annual MD&A (the “Annual Report” and, together with the Information Circular, the “Meeting Materials”)) to registered and non-registered Shareholders. Rather than receiving a paper copy of the Meeting Materials in the mail, Shareholders of record as of March 20, 2026, the record date for the Meeting, will have access to them online. Shareholders will receive in the mail a notice package (the “Notice Package”) containing information about the matters to be addressed at the Meeting and the notice-and-access process, a form of proxy (if you are a registered Shareholder) or a voting instruction form (if you are a non-registered Shareholder), and instructions on how to vote Class A Ordinary Shares. The Company will not use procedures known as ‘stratification’ in relation to the use of the Notice-and-Access Provisions, which occurs when an issuer using the Notice-and-Access Provisions sends a paper copy of the Information Circular to some securityholders, but not others, with the Notice Package.

Where a Shareholder has previously consented to electronic delivery, the Notice Package will be sent to the Shareholder electronically. The Notice Package will be mailed to Shareholders from whom consent to electronic delivery has not been obtained. Shareholders are reminded to review the Information Circular prior to voting.

The Company anticipates that notice-and-access will directly benefit the Company through a substantial reduction in both postage and printing costs and will also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials. Shareholders with questions regarding notice-and-access can call TSX Trust Company, the Company’s transfer agent, toll-free at 1-800-387-0825.

Accessing the Meeting Materials electronically

Electronic copies of the Meeting Materials are available online at www.docs.tsxtrust.com/CUP and under the Company’s profile on SEDAR+ at www.sedarplus.ca. All references to websites are for your information only. The information contained or linked through any website is not part of, and is not incorporated by reference into, the Information Circular.

How to request paper copies of the Meeting Materials

Shareholders may obtain paper copies of the Meeting Materials free of charge by following the instructions provided in the Notice Package. Shareholders may request paper copies of the Meeting Materials for up to one year from the date that the Information Circular was filed on SEDAR+. In order to receive paper copies of the Meeting Materials in advance of the deadline for submission of voting instructions and the date of the Meeting, your request must be received by TSX Trust Company, the Company’s transfer agent, by May 7, 2026.

Please note that if you request a paper copy of the Meeting Materials, you will not receive a new form of proxy or voting instruction form, and therefore you should retain the forms included in the Notice Package in order to vote.

MANAGEMENT INFORMATION CIRCULAR

This Management Information Circular (the "Information Circular") is furnished in connection with the solicitation of proxies by management of Caribbean Utilities Company, Ltd. (the "Company" or "CUC") for use at the Annual General Meeting of holders of Class A Ordinary Shares of the Company (the "Shareholders") to be held on Monday, May 11, 2026 at the time and place and for the purposes set out in the accompanying Notice of Meeting (the "Meeting") or at any adjournment or postponement thereof. This solicitation is made by management of the Company. It is expected that proxies will primarily be solicited by mail, subject to the use of the Notice-and-Access Provisions (as defined below) in relation to the delivery of the meeting materials, but proxies may also be solicited personally, by telephone, electronic mail, fax, or over the internet by directors, officers and employees of the Company and the cost of such solicitation will be borne by the Company. In accordance with Canadian Securities Administrators' National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101 arrangements have been made to deliver copies of (i) a notice containing information about the matters to be addressed at the Meeting and the notice-and-access process, and (ii) either a form of proxy or voting instruction form (collectively, the "Notice Package") directly to non-objecting beneficial owners ("NOBOs") of Class A Ordinary Shares pursuant to the requirements of Canadian securities laws, which costs of such delivery will be borne by the Company. The Company also intends to pay for the delivery of the Notice Package, via intermediaries, to objecting beneficial owners ("OBOs") of Class A Ordinary Shares. In the case of both NOBOs and OBOs, the Notice Package will only be sent via mail to Shareholders who have not previously consented to electronic delivery, and will otherwise be sent electronically.

The information contained in this Information Circular is given as of March 20, 2026, unless otherwise indicated. All dollar amounts are in United States dollars, and references to “$”, “US$” or “US dollars” are to United States dollars unless otherwise indicated. References to “Cdn. $” are to Canadian dollars, and references to “CI$” are to Cayman Islands dollars.

The closing rate of exchange, as reported by the Bank of Canada, for conversion of US dollars into Canadian dollars was Cdn. $1.3706 per US$1.00 on December 31, 2025. The official fixed exchange rate for conversion of CI$ into US$, as determined by the Cayman Islands Monetary Authority, has been fixed since April 1974 at US$1.20 per CI$1.00. Thus, the rate of exchange for conversion of Cayman Islands dollars into Canadian dollars was Cdn. $1.6447 per CI$1.00 on December 31, 2025. References to The Companies Act are references to the Cayman Islands Companies Act (as revised).

Attendance and Voting at the Meeting

The Meeting will be held in person and online at the time and place and for the purposes set out in the accompanying Notice of Meeting or at any adjournment or postponement thereof. Shareholders are encouraged to vote in advance of the meeting via mail, electronic mail, or fax or over the internet. The Meeting will convene at 3:00 p.m., Cayman Islands time.

Attending the Meeting enables Registered Shareholders (as defined below) and duly appointed proxyholders, including Non-registered Shareholders (as defined below) who have duly appointed themselves as proxyholder, to participate and vote at the Meeting.

Registered Shareholders

Registered Shareholders who wish to attend the Meeting via live audio webcast, may log in using the LUMI meeting platform at https://meetings.lumiconnect.com/400-719-424-928. For the meeting ID, Registered Shareholders must enter the 13-digit Control Number found on the enclosed proxy, and use the password "cuc2026" (case sensitive), then click on the "Sign in" button. Registered Shareholders or Guests that select "I am a guest" will not be able to vote via the LUMI platform and will only have the ability to view the meeting.

It is the responsibility of the Registered Shareholder to ensure connection to the internet at all times during the Meeting. Use of the latest version of Chrome, Safari, Edge, or Firefox browsers are recommended. Please note that internal network security protocols (such as firewalls and VPN connections) may block access to the LUMI meeting platform. It is recommended that you log in at least one hour before the Meeting starts to allow ample time for online check-in procedures.

A replay of the Meeting, as well as any questions pertinent to Meeting matters and management's answers (including any questions that could not be answered during the Meeting due to time constraints), will be made available on the Company's website (www.cuc-cayman.com).

Notice-and-Access

The Company is sending out proxy-related materials to Shareholders using the notice-and-access provisions under National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") and NI 54-101 (together with NI 51-102, the "Notice-and-Access Provisions"). The Company anticipates that use of the Notice-and-Access Provisions will directly benefit the Company through a substantial reduction in both postage and printing costs and will also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials.

Shareholders will be provided with electronic access to the Notice of Annual Meeting, this Information Circular and the Company's 2025 Annual Report, containing the Company's audited consolidated financial statements and the auditor's report thereon and the 2025 Annual MD&A (the "Annual Report") on SEDAR+ at www.sedarplus.ca and on the Company's website at www.cuc-cayman.com. The annual information form for the year ended December 31, 2025 (the "Annual Information Form") can also be found on SEDAR+ and the Company's website.

A Notice Package, containing information about the matters to be addressed at the Meeting and the notice-and-access process and either a form of proxy (in the case of

registered Shareholders) or a voting instruction form (in the case of non-registered Shareholders), will be sent to Shareholders electronically if the Shareholder has previously consented to electronic delivery. The Notice Package will be sent via pre-paid mail to Shareholders from whom consent to electronic delivery has not been obtained. The Company will not use procedures known as 'stratification' in relation to the use of the Notice-and-Access Provisions, which occurs when an issuer using the Notice-and-Access Provisions sends a paper copy of the Information Circular to some securityholders, but not others, with the Notice Package.

Shareholders may obtain paper copies of the Meeting Materials free of charge by calling TSX Trust Company, the Company's transfer agent, toll-free at 1-888-433-6443. Any Shareholder wishing to obtain a paper copy of the Meeting Materials should submit their request no later than May 7, 2026 in order to receive paper copies of the Meeting Materials in time to vote before the Meeting. Shareholders may also use the toll-free number above to obtain more information about the Notice-and-Access Provisions. Under the Notice-and-Access Provisions, Meeting Materials will be available for viewing on the Company's website for one year from the date of posting.

Solicitation of Proxies

Appointment of Proxyholder

The following applies to Shareholders who wish to appoint someone as their proxyholder to vote at the Meeting other than management's designated persons named in the form of proxy or voting instruction form. This includes Non-registered Shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.

The persons named in the accompanying form of proxy and voting instruction form, as applicable, are directors or officers of the Company designated by management of the Company. Shareholders may appoint a person or company to represent them and vote on their behalf in person at the Meeting other than the persons already named by management of the Company in the accompanying form of proxy or voting instruction form, as applicable, to attend and act on such Shareholder's behalf at the Meeting. To do so, Shareholders may cross out the names of management's designated persons and write the name of the person they wish to appoint in the space provided on their form of proxy or voting instruction form, as applicable.

Voting by Proxyholder

The accompanying form of proxy confers discretionary authority upon the persons named therein with respect to amendments to, and variations in, matters identified in the accompanying Notice of Meeting and with respect to other business that may properly come before the Meeting. As of the date of this Information Circular, management of the Company is not aware of any such amendment, variation or other matters to come before the Meeting. However, if any amendments or variations to matters identified in the accompanying Notice of Meeting or any other matters which are not now known to management should properly come before the Meeting or any adjournment or postponement thereof, the Class A Ordinary Shares represented by properly executed proxies given in favour of the persons designated by management of the Company in the form of proxy will be voted on such matters pursuant to the discretionary authority provided for in the form of proxy.

It is intended that the Class A Ordinary Shares, in the absence of specifications to the contrary, will be voted in favour of (a) the election of directors nominated by

management, and (b) the appointment of Deloitte LLP as auditors at a remuneration to be fixed by the board of directors of the Company (the "Board").

Deposit of Proxies

Registered Shareholders

If you are a registered holder of the Class A Ordinary Shares (a "Registered Shareholder"), a form of proxy accompanies this Information Circular and you may, and whether or not it is your intention to participate in the Meeting in person, you are encouraged to, appoint a proxy by:

(a) completing, dating and signing the accompanying form of proxy and returning it to:

i. TSX Trust Company by fax at 416-607-7964, by mail to Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1, or by electronic mail to [email protected]; or
ii. in the case of Cayman Islands residents only, Caribbean Utilities Company, Ltd. by mail or hand delivery to Attention: Company Secretary, P.O. Box 38, Grand Cayman KY1-1101, Cayman Islands or by electronic mail to [email protected].

The form of proxy must be signed by the Registered Shareholder or their attorney duly authorizing in writing or, if the Registered Shareholder is a corporation, by a duly authorized officer or attorney thereof; or

(b) logging on to the internet through TSX Trust Company's website www.meeting-vote.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the accompanying form of proxy for the Shareholder's control number;

in all cases ensuring that the proxy is received not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the Meeting or any adjournment or postponement thereof or with the Chair of the Meeting prior to the commencement of the Meeting or adjournment or postponement thereof.

Non-Registered Shareholders

Non-registered holders of the Class A Ordinary Shares ("Non-registered Shareholders") are those whose shares are held in the name of an intermediary, such as a bank, trust company or securities broker (in each case, an "Intermediary").

In accordance with NI 54-101, the Company is distributing copies of the Meeting Materials to Intermediaries for distribution to OBOs and such Intermediaries are to forward the Meeting Materials to each OBO (unless the OBO has declined to receive such materials). OBOs may receive a voting instruction form or other form of proxy when Meeting Materials are forwarded to them by an Intermediary. The purpose of such forms is to permit Non-registered Shareholders to direct the voting of the Class A Ordinary Shares that they beneficially own, notwithstanding the fact that they are not the registered owner of such shares. OBOs should complete and return their voting instruction form or form of proxy in accordance with the instructions provided by the Intermediary.

In respect of any Meeting Materials sent directly to a NOBO by the Company or its agent, the NOBO's name, address, and information about the NOBO's holdings of Class A Ordinary Shares have been obtained in accordance with applicable Canadian securities regulatory requirements from the intermediary holding on such NOBO's behalf. By choosing to send the Meeting Materials to NOBOs directly, the Company (and not the intermediary holding on the NOBO's behalf) has assumed responsibility for (i) delivering

the Meeting Materials to the NOBO, and (ii) executing the NOBO's proper voting instructions. NOBOs are asked to return their voting instructions as specified in the request for voting instructions, which will allow for voting via mail, electronic mail, fax or over the Internet in the same manner as described with respect to Registered Shareholders.

Revocation of Proxies

A Registered Shareholder or NOBO who has returned a form of proxy or voting instruction form, as applicable, may revoke it as to any matter on which a vote has not already been cast pursuant to its authority by delivering an instrument in writing executed by the Registered Shareholder or by their attorney authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof, duly endorsed, and to the office of the transfer agent or the Company, as applicable (as referred to above) not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the Meeting or adjournment or postponement thereof or with the Chair of the Meeting prior to the commencement of the Meeting or adjournment or postponement thereof.

A Non-registered Shareholder should contact their Intermediary to determine how to change or revoke their voting instructions and the timing requirements, or for other voting questions. Intermediaries may set deadlines for the receipt of revocation notices that are farther in advance of the Meeting than those set out above and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the voting instruction form or form of proxy to ensure it is given effect at the Meeting.

Interest of certain persons in matters to be acted upon

No current or proposed nominee director or executive officer of the Company, person who has been a director or executive officer of the Company since the beginning of the Company's most recently completed financial year, or any 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.

Voting securities and principal holders of voting securities

The authorized share capital of the Company is CI$3,562,520 divided into 60,000,000 Class A Ordinary Shares of nominal or par value of CI$0.05 each, 42,497,966 of which were issued and outstanding as of March 20, 2026 and each of which is entitled as such to one vote on each matter coming before the Meeting; 250,000 9% Class B Cumulative Participating Preference Shares (the "Class B Preference Shares") of a nominal or par value of $1.00 (CI$0.84) each, all of which were issued and 248,952 remained outstanding as of March 20, 2026, but which do not carry the right to vote except (i) in the event the Company becomes in arrears in the payment of dividends, or (ii) as otherwise prescribed by the Articles of Association of the Company (the "Articles"); 419,666 Class C Preference Shares of a nominal or par value of $1.00 (CI$0.84) each, all of which have been issued and subsequently redeemed but still form part of the authorized capital of the Company; and one unissued non-voting Class D Cumulative Participating Preference Share of a nominal or par value of $0.67 (CI$0.56). Only holders of the Class A Ordinary Shares will be entitled to vote at the Meeting, while the holders of the Class B Preference Shares are entitled to receive notice of and to be present at the Meeting.

The Board has fixed March 20, 2026 as the record date for determining the Shareholders entitled to receive notice of, and to vote at, the Meeting.

As of the date hereof, to the knowledge of the directors and executive officers of the Company, no person or company other than Fortis Energy (Caribbean) Inc., ("FECI"), beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of outstanding voting securities of the Company entitled to vote at the Meeting. FECI currently holds 25,351,430 Class A Ordinary Shares, representing approximately 60% of the issued and outstanding Class A Ordinary Shares as of March 20, 2026. FECI is a wholly-owned subsidiary of Fortis Inc. of St. John's, Newfoundland and Labrador, Canada. FECI's registered office is located at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111 and its mailing address is the same.

To the knowledge of the Company, the directors and executive officers of the Company collectively beneficially own, or control or direct, directly or indirectly, 103,259 Class A Ordinary Shares, representing approximately 0.24% of the issued and outstanding Class A Ordinary Shares as of March 20, 2026.

Matters for Consideration of Shareholders

1. Presentation of Audited Consolidated Financial Statements

The audited consolidated financial statements of the Company for the one-year period ended December 31, 2025, together with the Independent Auditor's Report thereon, will be presented at the Meeting to Shareholders for their consideration. A copy of the Report to Shareholders for the one-year period ended December 31, 2025, including audited consolidated financial statements, is enclosed herewith for Shareholders who responded affirmatively to the Company's interim and annual consolidated financial statement mail card distributed with the proxy materials for the Meeting. These documents are also available on the Company's website (www.cuc-cayman.com) and under the Company's profile on SEDAR+ at www.sedarplus.ca.

Except as otherwise indicated, period-end information in this report reflects that of the one-year period ended December 31, 2025.

2. Election of Directors

The Articles provide that the Board shall consist of a minimum of 7 and a maximum of 13 members. The number of directors within such range is determined by the approval of more than 50% of the votes cast by Shareholders, directly or by proxy, at a general meeting of Shareholders called for that purpose.

The Board has proposed that the number of directors be set at 12. If any proposed nominee is elected as a director, the office will be held until the next annual general meeting of Shareholders or until a successor is duly elected or appointed, unless the office is earlier vacated in accordance with the provisions of the Companies Act or the Articles. Under policies adopted by the Board, Shareholders have the ability to vote for, or withhold from voting for, each individual director proposed for election to the Board.

The Board currently consists of 12 members. See "Nominees for Election as Directors" on pages 14 through 24 of this Information Circular for additional details pertaining to each of the proposed nominees for election as directors of the Company. The 12 proposed nominees are as follows:

Jennifer P. Dilbert	Sheree L. Ebanks	Woodrow S. Foster	Jennifer Frizzelle
Sophia A. Harris	J. F. Richard Hew	Stuart Lochray	Mark R. Macfee
Kay Menzies	Regan O'Dea	David Smailes	Gary J. Smith

Although management does not contemplate that any of the proposed nominees named above will be unavailable to stand for election or would decline to serve if elected, in the event of any vacancy among the proposed nominees, the Class A Ordinary Shares represented by the enclosed form of proxy will be voted in favour of the remaining proposed nominees and for such other substitute nominees as the Board may designate in such event.

Management and the Board recommend that Shareholders vote FOR the election of each of the proposed nominees for election as directors of the Company. The persons named in the enclosed form of proxy intend to vote FOR the election of each of the proposed nominees unless the Shareholder specifies that authority to do so be withheld.

3. Appointment of Auditors

The external auditors of the Company for the one-year period ended December 31, 2025 were Deloitte LLP ("Deloitte"), located at Springdale Street, St. John's, Newfoundland and Labrador, Canada. Deloitte was first appointed at the annual general meeting of Shareholders held on May 11, 2017. The Company has been advised by Deloitte that the partners and senior management together with each employee or consultant of Deloitte who participated in and who was in a position to directly influence the preparation of their audit report on the audited consolidated financial statements of the Company for the year ended December 31, 2025, hold no interest in the securities of CUC and that Deloitte is independent with respect to the Company in accordance with the independence requirements of The International Federation of Accountants.

Fees paid by CUC to Deloitte in Fiscal 2025 and Fiscal 2024, respectively, for audit, audit-related and non-audit services were as follows:

	December 31, 2025 ($)	December 31, 2024 ($)
CUC Audit fees	372,145	368,480
DataLink Special Report	16,627	15,428
Total	388,772	383,908

Management and the Board, upon advice from the Audit Committee of the Board, recommend that Shareholders vote FOR the appointment of Deloitte as the auditors of the Company and the authorization of the Board to fix the remuneration of the auditors. The persons named in the enclosed form of proxy intend to vote FOR such appointment and the authorization of the Board to fix the remuneration of the auditors unless the Shareholder specifies that authority to do so be withheld.

4. Revised Compensation Structure for Members of the Board and the Committees of the Board

Further to the recommendation of the Governance & Sustainability Committee (the "G&S Committee"), in November 2025, the Board approved a proposed revised compensation structure (the "Compensation Structure") for members of the Board and members of the Audit Committee, the Human Resources Committee, and the G&S Committee (together the "Committees"), subject to the approval of Shareholders. See "Nominees for Election as Directors – Director Compensation" on pages 24 and 25 of this Information Circular for a description of the current compensation structure for members of the Board and members of the Committees.

The Compensation Structure was approved by the Board following a review by the G&S Committee and the Board of current practices in director compensation among publicly traded companies listed on the Toronto Stock Exchange (the "TSX") where the Class A Ordinary Shares trade. The proposed Compensation Structure establishes compensation within the range of compensation paid to directors of other TSX-listed companies. The structure proposed is composed of an annual retainer only, inclusive of compensation for all meetings held during the year, paid quarterly in arrears to independent directors. Mr. Hew would remain ineligible for retainer fees due to his status as an executive officer of the Company. Mr. Lochray, Mr. O'Dea, and Mr. Smith would be ineligible for retainer fees due to their affiliation with CUC's controlling shareholder FECI.

The proposed Compensation Structure, which would take effect immediately following the Meeting, subject to obtaining Shareholder approval, is as follows:

Board of Directors Retainers

Position	Retainer Per Annum ($)
Chair	97,500
Committee Chair	61,500
Director	55,500

Shareholders will be asked at the Meeting to consider and, if thought fit, pass an ordinary resolution approving the Compensation Structure (the "Compensation Resolution") as proposed above. The Compensation Resolution must be approved by more than 50% of the votes cast by Shareholders, in person or by proxy, at the Meeting to become effective. The form of Compensation Resolution is attached as Schedule A to this Information Circular.

Management and the Board recommend that Shareholders vote FOR the Compensation Resolution. The persons named in the enclosed form of proxy intend to vote FOR the Compensation Resolution unless the Shareholder specifies that authority to do so be withheld.

Nominees for Election as Directors

This section provides information on each of the 12 proposed nominees for election as directors of the Company at the Meeting, including their background, experience, meeting attendance, other public board memberships and the number of CUC shares they hold. The proposed nominees for election as directors of the Company are independent in accordance with the definition set out in Canadian Securities Administrators' National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") with the exception of Mr. Hew, who is the President and Chief Executive Officer of the Company (the "CEO"); Mr. Stuart Lochray, who is the Executive Vice-President, Strategy and Business Development at Fortis Inc., Mr. Regan O'Dea who is the Vice-President, General Counsel at Fortis Inc., and Mr. Gary Smith, who is the Executive Vice-President, Operations and Technology at Fortis Inc. FECI, a wholly-owned subsidiary of Fortis Inc., is the controlling shareholder of the Company and accordingly Mr. Lochray, Mr. O'Dea, and Mr. Smith are deemed under NI 58-101 to be non-independent. The term of office for each incumbent director nominee will expire on May 11, 2026, unless re-elected. The term of office for each director nominee to be elected at the Meeting shall expire on the date of the next annual general meeting of Shareholders to be held.

None of the independent director nominees, in the opinion of the Board, has a material direct or indirect relationship with the Company that could reasonably be expected to interfere with that individual's exercise of independent judgment as a director of the Company. As such, more than a majority of the nominees for election as directors of the Company are independent within the meaning of NI 58-101. The independent directors include Mrs. Sheree Ebanks, who is the current Chair of the Board. The Chair provides independent, effective leadership to the Board in the governance of the Company.

All of the below directors, except Mr. Regan O'Dea, were elected at the annual general meeting of the Shareholders held on May 12, 2025 (the "2025 Annual General Meeting").

Director Since: 2017
Age: 68

2025 Annual General Meeting - Votes in favour: 99.76%

Other Reporting Issuer Directorships: Fidelity Bank (Bahamas) Limited

Securities Held as at:
March 21, 2025
March 20, 2026

Jennifer P. Dilbert, MBE, JP

Independent
Grand Cayman, Cayman Islands

Mrs. Dilbert was appointed as the Cayman Islands first Information Commissioner in January 2009 until retirement from the Civil Service in December 2013. Prior to this, she was the Cayman Islands Government Representative in the United Kingdom and head of the Cayman Islands Monetary Authority. Mrs. Dilbert holds a BA in Economics from Brock University and post graduate certificate in Economics from the University of Western Ontario.

Mrs. Dilbert serves on the board of Fidelity Bank (Bahamas) Limited and is the Chair of their Compensation Committees and a member of their Audit and Risk Committee. Mrs. Dilbert is also a member of the board of Tenet Bank Ltd. She also serves on the board of the National Gallery of the Cayman Islands and on the board of the John Gray Memorial United Church.

Mrs. Dilbert previously served as Executive Director of Deutsche Bank (Cayman) Ltd., as Inspector of Financial Services for the Cayman Islands Government, a member of the Board of Directors of the Cayman Islands Monetary Authority, the Council of the Cayman Islands Stock Exchange, Aall Bank and Trust Company, and served as Vice President of the Cayman Islands Bankers' Association.

Board/Committee Membership
Board of Directors
HR Committee

Meeting Attendance (%)
5 of 5 (100%)
4 of 4 (100%)

Class A Ordinary Shares
9,024
10,046

Market Value(1)
$118,665.60
$135,621.00

Director Since: 2014
Age: 70

2025 Annual General Meeting - Votes in favour: 99.77%

Other Reporting Issuer Directorships: None

Securities Held:
March 21, 2025
March 20, 2026

Sheree L. Ebanks

Independent
Grand Cayman, Cayman Islands

Mrs. Ebanks is the Chief Executive Officer of the Cayman Islands Institute of Professional Accountants, the regulatory body responsible for oversight of accounting profession in the Cayman Islands. She is an Accredited Director with the Chartered Governance Institute of Canada and holds an MBA from the University of Liverpool. She currently serves as a Director and Chair of the Audit Committee of RBC Royal Bank of Canada (Cayman) Ltd. She is the Chair of the Cayman Islands Public Service Pensions Board and is a member of their Investment Committee and the Governance Committee. Mrs. Ebanks previously served as Director and Head of Wealth Management and Fiduciary Services at Butterfield Bank (Cayman) Limited. Previously she served as Chair of the Board of Governors at the University College of the Cayman Islands, a member of the Council of the Cayman Islands Stock Exchange, former Chairman of Cayman Drama Society, and Deputy Chair of the Board of the National Roads Authority. Mrs. Ebanks has been nominated to be an elected member of the board of RBC Insurance.

Board/Committee Membership
Board of Directors
Audit Committee
G&S Committee
HR Committee

Meeting Attendance (%)
5 of 5 (100%)
4 of 4 (100%)
4 of 4 (100%)
4 of 4 (100%)

Class A Ordinary Shares
7,611
8,053

Market Value(1)
$100,084.65
$108,716.00

Director Since: 2022
Age: 54

2025 Annual General Meeting – Votes in favour: 99.76%

Other Reporting Issuer Directorships: None

Securities Held:
March 21, 2025
March 20, 2026

Jennifer Frizzelle

Independent
Grand Cayman, Cayman Islands

Ms. Frizzelle is a retired Audit Partner and Chief Financial Officer of KPMG (Cayman Islands), having joined KPMG in 1998. The majority of her tenure was focused on financial services, specifically in the hedge fund and alternative investments space. Ms. Frizzelle also has experience with SEC registrants. For a period, she also served as the Chief Operating Officer and Chief Financial Officer of a sub-region of 14 KPMG offices in various off-shore jurisdictions, to ensure relevant KPMG standards and initiatives were applied consistently across the practices. Ms. Frizzelle holds a Bachelors of Science, Accounting degree from the University of Southern California.

Ms. Frizzelle serves as the Chair of the Audit, Compliance, and Risk Policy Committee and as a director on the Board of Directors of Butterfield Bank (Cayman) Limited. She is also a director on the Board of Directors, and Chair of the Finance Committee for the R3 Cayman Foundation, a non-profit charity organization in the Cayman Islands.

Board/Committee Membership
Board of Directors
Audit Committee

Meeting Attendance (%)
5 of 5 (100%)
4 of 4 (100%)

Class A Ordinary Shares
6,768
6,768

Market Value(1)
$88,999.20
$91,368.00

Director Since: 2014
Age: 56

2025 Annual General Meeting – Votes in favour: 99.76%

Other Reporting Issuer Directorships: None

Securities Held:
March 21, 2025
March 20, 2026

Woodrow S. Foster

Independent
Grand Cayman, Cayman Islands

Mr. Foster is the Managing Director of Fosters, Ltd. and a director of the Foster Group Ltd. and Progressive Distributors Ltd.

Mr. Foster also serves as the Chair for LIFE (Literacy is For Everyone) Ltd., is President of the Cayman Food Bank, is a member of Commission for Standards in Public Life, and a director on the R3 Foundation, non-profit charity organizations in the Cayman Islands.

Board/Committee Membership
Board of Directors
HR Committee

Meeting Attendance (%)
5 of 5 (100%)
4 of 4 (100%)

Class A Ordinary Shares
Nil
Nil

Market Value(1)
Nil
Nil

Director Since: 2019
Age: 59

2025 Annual General Meeting – Votes in favour: 99.76%

Other Reporting Issuer Directorships: None

Securities Held:
March 21, 2025
March 20, 2026

Sophia A. Harris

Independent
Grand Cayman, Cayman Islands

Mrs. Harris was the founder of Solomon Harris, a Cayman Islands law firm established in 1997 that merged with Bedell Cristin, an international firm, in 2018. Mrs. Harris retired as Managing Partner of Bedell Cristin's Cayman office in 2020. Mrs. Harris holds a Bachelor of Laws degree from the University of Liverpool in England. Mrs. Harris serves as director for the London & Amsterdam Trust Company Ltd and is a member of the Risk and Compliance Committee. She previously served as a Director, as Chair of the audit committee and as Chair of Butterfield Bank (Cayman) Limited. Mrs. Harris has also previously served as a member and as Chair of the Cayman Islands Anti-Corruption Commission, as member of the Cayman Islands Constitutional Commission and the Cayman Attorneys Regulatory Authority.

Mrs. Harris has also served as Chair of the Cayman Islands Business Staffing Board, Chair of the Immigration Appeals Tribunal, and as a member of the Special Economic Zone Authority.

Board/Committee Membership
Board of Directors
G&S Committee

Class A Ordinary Shares

7,961
7,961

Meeting Attendance (%)
5 of 5 (100%)
4 of 4 (100%)

Market Value(1)
$104,687.15
$107,474.00

Director Since: 2003
Age: 61

2025 Annual General Meeting – Votes in favour: 99.76%

Other Reporting Issuer Directorships: None

Securities Held:
March 21, 2025
March 20, 2026

J. F. Richard Hew

Not Independent
Grand Cayman, Cayman Islands

Mr. Hew is the President & Chief Executive Officer of Caribbean Utilities Company, Ltd., where he has been employed since 1988. Mr. Hew holds a Bachelor of Science degree in Electrical Engineering from the University of Florida and an MBA from Wilfred Laurier University, Ontario, Canada. He is a registered Professional Engineer in the State of Florida.

Mr. Hew serves as director on the Board of Directors of Cayman National Corporation Ltd and Cayman National Bank Ltd, and previously served as director on the Board of Directors of Newfoundland Power Inc. in St. John's, Newfoundland and Labrador, Canada and FortisTCI Limited. Mr. Hew serves as a member of charitable Cayman Youth Foundation, Caring for LIFE Cayman Foundation and a former member of Charitable R3 Cayman Foundation.

Board/Committee Membership
Board of Directors

Meeting Attendance (%)

5 of 5 (100%)

Class A Ordinary Shares
51,934
54,950

Market Value(1)
$682,932.10
$741,825.00

Director Since: 2024
Age: 53

2025 Annual General Meeting – Votes in favour: 99.75%

Other Reporting Issuer Directorships: FortisAlberta

Securities Held:
March 21, 2025
March 20, 2026

Director Since: 2019
Age: 68

2025 Annual General Meeting – Votes in favour: 99.76%

Other Reporting Issuer Directorships: None

Securities Held:
March 21, 2025
March 20, 2026

Stuart Lochray

Not Independent
Toronto, Canada

Mr. Lochray was appointed Executive Vice-President, Strategy & Business Development, of Fortis Inc., (TSX/NYSE:FTS), effective January 1, 2025 and previously as SVP, Business Development & Capital Markets of Fortis Inc., from September 2021. Prior to joining the Fortis team, Mr. Lochray had an 18 year career with Scotiabank. At Scotiabank, he held progressively more responsible positions culminating as the Managing Director and Head, US Corporate and Investment Banking based in Houston, Texas. Mr. Lochray has also served as Managing Director in various other areas of corporate and investment banking with a focus on the power and utilities sector. Prior to Scotiabank, Mr. Lochray was employed at a globally recognized Independent Power Producer with varying roles in operations and engineering located predominately in England and Wales.

Mr. Lochray holds both a Master of Engineering (Mechanical) from the University of Strathclyde in Scotland and an MBA from Harvard Business School. While employed as an engineer he also held the professional designation of Chartered Engineer from the Institution of Mechanical Engineers.

Mr. Lochray serves as a member of the Board FortisAlberta and Lake Ontario Swim Team.

Board/Committee Membership

Board of Directors
G&S Committee

Class A Ordinary Shares

Nil
Nil

Meeting Attendance (%)

5 of 5 (100%)
4 of 4 (100%)

Market Value(1)

Nil
Nil

Mark R. Macfee

Independent
Grand Cayman, Cayman Islands

Mr. Macfee is the retired President and a previous Chief Executive Officer of the Yello Media Group, where he served since 2014. Mr. Macfee previously served as Chief Executive and Chief Financial Officers of several Cable & Wireless operations in the Caribbean. Mr. Macfee is a Fellow of the Institute of Chartered Accountants in England and Wales and holds a degree in Economics and Accounting.

Mr. Macfee currently serves as an independent director and on the Investment Committee for Landis Insurance Company Ltd, and as an independent director for Warco Insurance Corporation in the Cayman Islands. He has previously served the boards of various telecommunication companies across the Caribbean region including serving as Chair of the Audit Committee, and member of the Tenders Committee of the Telecommunication Services of Trinidad and Tobago (TSTT).

Board/Committee Membership

Board of Directors
Audit Committee

Class A Ordinary Shares

3,637
7,598

Meeting Attendance (%)

5 of 5 (100%)
4 of 4 (100%)

Market Value(1)

$47,826.55
$102,573.00

Director Since: 2023
Age: 54

2025 Annual General Meeting – Votes in favour: 99.76%

Other Reporting Issuer Directorships: None

Securities Held:
March 21, 2025
March 20, 2026

Kay Menzies

Independent
Belize

Ms. Menzies is the President and CEO of Hydro Belize Limited (“HBL”). HBL was formerly known as Fortis Belize Limited (“FBL”), and Ms. Menzies served as President and CEO of FBL from June 2021 until October 31, 2025. Prior to that, she represented Fortis on the Board of Directors of Belize Electricity Limited, serving as Deputy Chair from 2021. She also served on that Board’s Audit & Risk Committee. Prior to appointment as the President and CEO at FBL, Ms. Menzies was employed as the Managing Director of Karl H Menzies, an import & distribution company in Belize.

Ms. Menzies has an MBA from Loyola University in New Orleans and has almost thirty years of experience in business and business advocacy. Ms. Menzies serves as an independent director on the Board of Grace Kennedy (Belize) Ltd, a wholly owned subsidiary of Grace Kennedy, and on their Audit Committee. Ms. Menzies is also a non executive director of Socias Ltd, a private strategy and transformation consultancy and the Karl H. Menzies Co Ltd. Ms. Menzies serves in an advisory capacity to the Belize Chamber of Commerce & Industry and served two consecutive terms as President.

Board/Committee Membership
Board of Directors
Audit Committee

Meeting Attendance (%)
5 of 5 (100%)
4 of 4 (100%)

Class A Ordinary Shares
Nil
Nil

Market Value(1)
Nil
Nil

Director Since: N/A
Age: 50

2025 Annual General Meeting – Votes in favour: N/A

Other Reporting Issuer Directorships: Newfoundland Power

Securities Held:
March 21, 2025
March 20, 2026

Regan O’Dea

Not Independent
Newfoundland and Labrador, Canada

Mr. O’Dea is Vice President, General Counsel of Fortis Inc., (TSX/NYSE:FTS), having joined Fortis in 2014. With Fortis he has extensive experience in legal, regulatory, compliance, governance, insurance, risk management and merger and acquisitions. Prior to joining Fortis, Mr. O’Dea worked in private practice in Newfoundland and Labrador where he represented the interests of Fortis, and in-house with an international insurance company.

Mr. O’Dea holds a Bachelor of Science from Mount Allison University and a Bachelor of Laws from University of New Brunswick. He is called to the bar of the Law Society of Newfoundland and Labrador and appointed as a King’s Counsel. Regan contributed to the early development of the Certified In-House Counsel-Canada program and worked as part-time faculty at Memorial University of Newfoundland business school.

Mr. O’Dea serves as a member of the board of Newfoundland Power Inc. and FortisOntario Inc. and was previously Chair of the Law Foundation of Newfoundland and Labrador.

Board/Committee Membership
N/A

Meeting Attendance (%)(3)
N/A

Class A Ordinary Shares
Nil
Nil

Market Value(1)
Nil
Nil

Director Since: 2024
Age: 60
2025 Annual General Meeting – Votes in favour: 99.81%
Other Reporting Issuer Directorships: None
Securities Held: March 21, 2025 March 20, 2026

Director Since: 2016
Age: 65
2025 Annual General Meeting – Votes in favour: 99.75%
Other Reporting Issuer Directorships*: FortisAlberta, UNS Energy Corporation
Securities Held: March 21, 2025 March 20, 2026

David A. B. Smailes

Independent

Grand Cayman, Cayman Islands

Mr. Smailes was appointed as Vice President & Group Chief Information Officer of the RF Group, a wealth and investment management firm in the Caribbean, in 2022. He has also served as Principal Consultant with Pivot Advisors, a private consultant firm advising boards and executive teams on various information technology matters including cyber risk management and data privacy since 2015. Prior to this, Mr. Smailes served as Group Head of IT at the Intertrust Group, an international trust and corporate services provider.

Mr. Smailes holds a master of science in Information Systems Design and Management from Kingston University London, and certifications in cybersecurity, FinTech, GDPR and ISO 27001 – cybersecurity.

Board/Committee Membership

Board of Directors
G&S Committee

Meeting Attendance (%)

5 of 5 (100%)
4 of 4 (100%)

Class A Ordinary Shares

Nil
Nil

Market Value(1)

Nil
Nil

Gary J. Smith

Not Independent

Newfoundland and Labrador, Canada

Mr. Smith was appointed as the Executive Vice President, Operations and Technology of Fortis Inc., (TSX/NYSE:FTS), in January 2025 (previously Executive Vice President, Operations and Innovation). Mr. Smith has had a career with the Fortis Group for over 32 years, including serving as the President and Chief Executive Officer of Newfoundland Power Inc. Mr. Smith holds a Bachelor of Engineering (Electrical) from Memorial University of Newfoundland and is a graduate of Memorial's Executive Development Program. He has completed the Finance for Senior Executives program at the Harvard Business School.

Mr. Smith is a member of the Association of Professional Engineers and Geoscientists of Newfoundland, a member of the Steering Committee on Power Engineering for the Canadian Standards Association, and a member of the Board of Directors of the Canadian Electricity Association. Mr. Smith currently serves on the Board of Directors of Junior Achievement Newfoundland and Labrador, Junior Achievement Canada, the Dr. H. Bliss Murphy Cancer Care Foundation and the Canadian Business Hall of Fame.

Board/Committee Membership

Board of Directors
G&S Committee
HR Committee

Meeting Attendance (%)

5 of 5 (100%)
4 of 4 (100%)
4 of 4 (100%)

Class A Ordinary Shares

Nil
Nil

Market Value(1)

Nil
Nil

Notes:
(1) Market value is calculated using the closing price on the TSX as of March 20, 2026.
(2) Mr. O'Dea is standing for election as a director of the Company for the first time and did not serve as a director in 2025.

The following individuals proposed for election to the Board, serve on the boards of other reporting issuers or equivalents*, as follows, as submitted by the nominee:

Name	Reporting Issuers
Gary Smith	FortisAlberta / UNS Energy Corporation
Stuart Lochray	FortisAlberta
Regan O'Dea	Newfoundland Power
Jennifer Dilbert	Fidelity Bank (Bahamas) Limited

Compliance with TSX Requirements

The current process for the election of directors to the Board is compliant with Cayman Islands Company and Canadian securities laws, including the requirements of the TSX. Under the TSX Company Manual, a listed issuer must adopt a majority voting policy unless it qualifies under an exemption from doing so. CUC is exempt from adopting a majority voting policy as it is majority controlled. The Board has not adopted a majority voting policy for the election of directors.

As the Company is a controlled company with a controlling shareholder, it is the Board's view that a majority voting policy for the election of directors would not serve a useful purpose for Shareholders since the controlling shareholder would necessarily cast a majority of the votes to be cast in an election of the directors. Under policies adopted by the Board, Shareholders have the ability to vote for, or withhold from voting for, each individual director proposed for election to the Board.

Overall Attendance

During the one-year period ended December 31, 2025, the Board held five meetings and the Audit Committee, and the Governance & Sustainability Committee (the "G&S Committee"), and the Human Resources Committee (the "HR Committee" and together with the Audit Committee and the G&S Committee, the "Committees") each held four meetings. Overall meeting attendance by the directors during the one-year period ended December 31, 2025 was as follows:

Meeting Attendance for the One-Year Period Ended December 31, 2025
Name	Board of Directors	Audit Committee	G & S Committee	HR Committee	Attendance %
Jennifer P. Dilbert	5 of 5	N/A	N/A	4 of 4	100
Sheree L. Ebanks	5 of 5	4 of 4	4 of 4	4 of 4	100
Karen Gosse(1)	5 of 5	N/A	N/A	4 of 4	100
Woodrow Foster	5 of 5	N/A	N/A	4 of 4	100
Jennifer Frizzelle	5 of 5	4 of 4	N/A	N/A	100
Sophia Harris	5 of 5	N/A	4 of 4	N/A	100
J.F. Richard Hew(2)	5 of 5	N/A	N/A	N/A	100
Stuart Lochray	5 of 5	N/A	4 of 4	N/A	100
Mark Macfee	5 of 5	4 of 4	N/A	N/A	100
Kay Menzies	5 of 5	4 of 4	N/A	N/A	100
David Smailes	5 of 5	N/A	4 of 4	N/A	100
Gary Smith	5 of 5	N/A	4 of 4	4 of 4	100

Notes:
(1) Ms. Gosse will not stand for re-election at the Meeting.
(2) Mr. Hew is not a member of any Committees but attends all Committee meetings in his capacity as President and CEO.

The Board and each Committee have established policies reserving time immediately prior to the end of each Board and Committee meeting when the Board or Committee meets without management present. Such meetings were held at the end of each of the four Board and twelve Committee meetings held in 2025. Independent directors may also meet without management present from time to time as circumstances warrant. No such meetings were held in 2025.

Directors' Compensation

The following table summarizes individual director compensation for the one-year period ended December 31, 2025:

Director^{(1)}	Retainer ($)	Meeting Fees ($)	Total Compensation ($)
Jennifer P. Dilbert	50,000	Nil	50,000
Sheree L. Ebanks	92,000	Nil	92,000
Woodrow Foster	56,000	Nil	56,000
Jennifer Frizzelle	50,000	Nil	50,000
Karen Gosse^{(2)}	50,000	Nil	50,000
Sophia Harris	56,000	Nil	56,000
Stuart Lochray	50,000	Nil	50,000
Mark Macfee	56,000	Nil	56,000
Kay Menzies	50,000	Nil	50,000
David Smailes	50,000	Nil	50,000
Gary Smith	50,000	Nil	50,000

Notes:
(1) For compensation information relating to Mr. Hew, refer to the Summary Compensation Table on page 40 of this Information Circular. Mr. Hew does not receive additional compensation as a director.
(2) Ms. Gosse will not stand for re-election at the Meeting.

Each director of the Company is entitled to compensation for their membership on the Board and the Committees. In addition, each director is reimbursed for reasonable travel and other expenses associated with attendance at meetings of the Board and meetings of the Committees.

2025 Board & Committee Retainers

Position	Retainer Per Annum ($)
	Jan 1 – Dec 31, 2025	Meeting Fee ($)
Board Chair	92,000	—
Committee Chair	56,000	—
Board Member	50,000	—

On May 7, 2024 the Shareholders voted to approve the change in the compensation structure for Board and Committee members as illustrated in the above table, increasing the total annual retainer fee. On May 12, 2023, the Shareholders voted to approve the change in the compensation structure for Board and Committee members removing the per meeting fees that were paid for attendance at meetings. Fees are paid quarterly in arrears.

Skills & Experience

The G&S Committee has considered the requirements in terms of the composition of the Board to ensure that, collectively, the relevant breadth and depth of knowledge, skills, experience, and a majority of independent directors are present. In addition, the G&S Committee has sought to establish a balance across the Board members in terms of experience with the Company and fresh ideas and perspectives. Diversity of opinions and viewpoints are enhanced with the inclusion of individuals who not only have different professional and educational experience, but also individual qualities and attributes including but not limited to gender, age, ethnicity and cultural background. The breadth and depth of skills and experience of the proposed nominees is considered to be strong and there are a majority of independent directors. The director skills matrix below illustrates the areas of expertise, experience and competency that the nominees have indicated that they bring to the Board.

| AGE | Board of Directors
Skills Matrix | Jennifer P. Dilbert | Sheree L. Ebanks | Jennifer Frizzelle | Woodrow S. Foster | Sophia Harris | Stuart Lochray | Mark Macfee | Kay Menzies | Regan O'Dea | David Smailes | Gary Smith |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 40-49 | | | | | | | | | | | |
| 50-59 | | | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | |
| 60-70 | ✓ | ✓ | | | | | ✓ | | | ✓ | ✓ | |
| AREA OF EXPERTISE | Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| | Financial Expertise | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | | | |
| | Industry Experience | | | | | | ✓ | ✓ | | ✓ | | ✓ |
| | Regulatory Experience | ✓ | ✓ | | | ✓ | ✓ | | | | | |
| | Cyber Security / Risk Management | | | | | | | | | ✓ | ✓ | |
| | Environment | | ✓ | | | ✓ | | | | | | ✓ |
| | Sustainability | | ✓ | | | ✓ | ✓ | | | | | |
| | Governance / Legal | ✓ | | | | ✓ | | | ✓ | ✓ | ✓ | |
| | Brand / Marketing / PR | ✓ | ✓ | | ✓ | ✓ | | ✓ | | | | |

Corporate Governance Practices

The Board and management of the Company acknowledge the critical importance of good corporate governance practices in the proper conduct of the affairs of the Company. The Company's governance framework is routinely reviewed and examined against evolving best practices and to ensure that the Board continues to effectively oversee the management and business affairs of the Company. The Company's corporate governance practices comply with the corporate governance guidelines promulgated in Canadian Securities Administrators' National Policy 58-201 – Corporate Governance Guidelines.

Code of Ethics and Speak Up Policy

The Board adopted a Code of Business Conduct and Ethics (the "Ethics Code") in 2018 and updated the Ethics Code in 2024, reflecting current corporate governance requirements and practices among Canadian publicly listed companies. The Ethics Code applies to the Board as well as officers and employees of the Company and is posted in its entirety on the Company's website (www.cuc-cayman.com) and under the Company's profile on SEDAR+ at www.sedarplus.ca.

The Company has a business ethics enforcement policy (the "Speak-Up Policy" previously titled the "Whistle-Blower Policy"), which is one way the Company seeks to ensure compliance with the Ethics Code. The Board initially adopted the Whistle-Blower Policy in 2004 and updated the policy in 2024, reflecting current corporate governance requirements and practices among Canadian publicly listed companies. The Speak-Up Policy outlines procedures for directors, officers and employees of the Company to report suspected violations of the Ethics Code to the Chair of the Audit Committee and other designated individuals. Reports can be made through a third-party managed website for confidential and anonymous reporting. The Board receives reports on compliance with the Ethics Code through the Audit Committee.

The Board encourages a culture of ethical conduct by appointing officers which it believes to be of high integrity and monitoring their performance so as to set an example for all employees. Review and acknowledgement of all key policies, including the Ethics Code and the Speak-Up Policy, is mandated for all employees, officers and directors of the Company annually.

The Board does not nominate for election any candidate who has a material interest in any entity which conducts business with the Company and requires directors to disclose any potential conflict of interest that may develop. Under the Articles, a director may not vote in respect of any contract or proposed contract or arrangement in which he or she is interested, and if he or she does so, his or her vote shall not be counted. In addition, the Board has adopted a practice that if a director is interested in any contract or proposed contract arrangement, the director recuses himself or herself from a discussion of the matter by the Board.

Board of Directors

The Board has adopted a mandate for the Board, the full text of which is disclosed in Schedule A of this Information Circular.

Prior to May 10, 2022, the Board annually appointed two standing committees from among its members: the Audit Committee and the Nominating and Corporate Governance Committee ("NCG Committee"). Following May 10, 2022, the Board resolved to appoint three standing committees from among its members: the Audit Committee, the G&S Committee, and the HR Committee. The Company does not have an executive committee of the Board. Each Committee has a written mandate that sets out the activities or areas of the Company's business to which the Committee is required to devote its attention and the chair of each Committee is responsible for compliance with these mandates.

The Board has implemented a written position description for the Chair of the Board to be reviewed periodically. While there are no specific position descriptions for the chair of each Committee, the responsibilities of the chair of each Committee are consistent with the normal duties of chairs of committees including chairing meetings and, together with management, setting the agenda for meetings. In addition, the Board has developed a written position description for the CEO.

The Board annually, or more frequently if required by internal or external developments, reviews the strategic plan of the Company through review and discussion of the outcomes of management's annual strategic planning exercise. This strategic review includes an integrated assessment of corporate risk, supported by the analysis and outcomes of the Company's enterprise-wide risk management program including risk management strategies. The Board and the Audit Committee also consider the appropriateness of risk management strategies in conjunction with the review of interim and annual financial results and in view of changes in the business environment.

Audit Committee

The Audit Committee assists the Board by overseeing the external audit of the Company's annual financial statements, reviewing the annual audited financial statements and quarterly financial statements with management of the Company and the Company's external auditors before the Company discloses the information, and reviewing the Company's systems of internal control over financial reporting and compliance with legal, regulatory and other financial management requirements and policies with a view to the reporting systems providing the information required to enable the Board to effectively discharge its responsibilities with respect to public disclosure.

The Audit Committee is currently composed of Mr. Macfee (Chair), Ms. Frizzelle and Mrs. Ebanks, each of whom is independent, and Ms. Menzies, who, although deemed to be not independent on account of her previous role as an executive officer of an affiliate company which ended on October 31, 2025, is not a member of management of the Company and has no relationship with management that can reasonably be expected to interfere with the exercise of independent judgement as a director and is exempt from the requirement to be independent pursuant to Section 3.3(2) of Canadian Securities Administrators' National Instrument 52-110 Audit Committees ("NI 52-110"). The Company has relied on this exemption such that Ms. Menzies may be a member of the Audit Committee in accordance with NI 52-110. The Board has determined in its reasonable judgment that Ms. Menzies is able to exercise the impartial judgment necessary to fulfill her responsibilities as an Audit Committee member and that her appointment is required in the best interests of the Company and its Shareholders.

Reference is made to the Company's most recent Annual Information Form in respect of the information required to be disclosed therein under Form 52-110F1 Audit Committee Information Required in an AIF, and including further information regarding the Audit Committee and its mandate. The Company's most recent Annual Information Form is available on the Company's website (www.cuc-cayman.com) and under the Company's profile on SEDAR+ at www.sedarplus.ca.

Governance & Sustainability Committee

The G&S Committee considers the composition of the Board, including succession planning, and evaluates and makes recommendations to the Board in respect of potential candidates for nomination for election to the Board. It also reviews and makes recommendations to the Board with respect to the compensation of directors. The G&S Committee is responsible for the development and enforcement of Board and Committee mandates, key policies, and guidelines relating to Company compliance with all corporate governance requirements including Board renewal and composition.

The G&S Committee is responsible for regular assessment of the effectiveness and contribution of the Board, the Committees and individual directors. It carries out this responsibility through an annual confidential survey of each director, regarding their views on the effectiveness of the Board and the Committees, the results of which are summarized and reported to the G&S Committee, to the specific Committees that are the subject of the specific survey, and to the Chair of the Board.

The G&S Committee is currently composed of Mrs. Harris (Chair), Mrs. Ebanks, and Mr. Smailes, each of whom is independent, and Mr. Lochray, and Mr. Smith, who are not considered independent directors, as discussed under "Nominees for Election as Directors" on page 15 of this Information Circular. Notwithstanding that Mr. Lochray and Mr. Smith are not considered to be independent directors under NI 52-110, as the sole reason for their deemed non-independence under NI 52-110 is their affiliation with CUC's controlling shareholder FECI, and as Mr. Lochray and Mr. Smith are not members of management of the Company and have no relationship with management of the Company that can reasonably be expected to interfere with his exercise of independent judgment as a director, the Board believes that Mr. Lochray and Mr. Smith are in fact independent for this purpose.

Human Resources Committee

The HR Committee has responsibility for the development and administration of the compensation program for the Company's senior officers and succession planning within the ranks of senior management, subject to Board approval.

The HR Committee is currently composed of Mr. Foster, (Chair), Mrs. Ebanks and Mrs. Dilbert, each of whom are independent, and Ms. Gosse and Mr. Smith, who are not considered independent directors, as discussed under "Nominees for Election as Directors" on page 15 of this Information Circular. Notwithstanding that Ms. Gosse and Mr. Smith are not considered to be independent under NI 52-110, as the sole reason for their deemed non-independence under NI 52-110 is their affiliation with CUC's controlling shareholder FECI, and as neither Ms. Gosse nor Mr. Smith are a member of management of the Company and have no relationship with management of the Company that can reasonably be expected to interfere with the exercise of independent judgment as a director, the Board believes that both Ms. Gosse and Mr. Smith are in fact independent for this purpose.

Board and Committee Assessments

The performance of the Board, and its Committees are assessed annually by anonymous survey of each individual director with respect to effectiveness and contribution. The collated anonymous results are presented to each Committee and to the Board for discussion and recommendations made as necessary for improvement.

Board Renewal and Term Limits

The Articles and the Board's governance guidelines (the "Governance Guidelines") provide that directors of the Company are to be elected for a term of one year. Further, the Governance Guidelines require that non-executive directors are to be subject to a maximum term of 12 years of continuous service. On May 7, 2024 the Shareholders voted to approve the proposed amendments to the Articles of Association including the removal of the mandatory retirement age of 70 to facilitate Board renewal with the term limits for continuous service to ensure that potential candidates for nomination for election are fairly considered notwithstanding age.

The G&S Committee annually reviews the term of service, qualifications, skills and experience of the directors. In this review, the G&S Committee considers the size and composition of the Board and addresses the succession planning needs associated with both the loss of skills and experience created by retiring directors and the need for continuity on the Board.

Board Composition and Diversity

The Board looks for potential directors whose backgrounds fit the Company's strategic objectives and business challenges. Diversity is an important consideration taken into account by the G&S Committee when determining Board composition and when determining executive leadership for the Company. The G&S Committee considers gender, ethnic background, geographic representation and other personal characteristics that

contribute to diversity among Board members. CUC has adopted a Diversity, Equity, and Inclusion Policy (the "DEI Policy") that describes the principles underlying the Company's approach to diversity among its leadership at the Board and executive levels.

The Company believes that a Board made up of highly qualified individuals from diverse backgrounds promotes better corporate governance, Board performance and effective decision-making. The G&S Committee's diversity objectives are supported by the age and term limit provisions set forth in the Governance Guidelines, which encourages ongoing Board renewal and the regular consideration of diversity by the G&S Committee. Diversity is also an important consideration for the Company in determining executive leadership.

The Board considers the level of representation of women on the Board and in executive leadership positions. As part of this consideration, management and the G&S Committee have built and have committed to maintain a list of potential qualified nominees for consideration as future Board appointments which includes women. In considering potential executive management candidates, the Company identifies talent based on a number of competencies as well as diversity, including gender. The Company keeps a list of the identified group of top talent candidates for potential executive management positions, which includes women, for further mentorship and executive management development.

The DEI Policy supports diversity in gender representation on the Board and in executive leadership positions. It calls upon the Board, at their discretion exercised in the best interests of the Company, to seek to maintain a Board in which no single gender represents more than sixty five percent (65%) of directors. The Board believes that the identification of new directors is a strategic activity with long-term implications for the effectiveness of the Board. As such, the search must be driven by consideration of the resources the Board will need among its members as a whole in order to best serve the organization on an ongoing basis. The Board believes that the establishment of fixed targets for gender representation will not necessarily result in the identification or selection of the best candidates. However, there is a firm commitment to fair representation on the Board and in executive leadership positions.

50% Female Directors on the Board of Directors

25% of NEOs are Female

57% of Management Team are Female

In assessing the relative effectiveness of the Board and its non-executive members, and identifying and selecting new nominees for the Board, the Company utilizes a skills and attributes matrix that outlines the different criteria including diversity, background, experience and expertise that have been identified as being important to achieving the objectives of the Company.

The Company believes that the current nominees for election at the Meeting include an appropriately diverse group of strong candidates with the required breadth and depth of skills and experience, which includes five women who will, upon election, represent 42% of the Board.

In considering the executive management and potential candidates for executive appointments, the Company identifies talent throughout the Company and the core competencies and characteristics that are desired for promotion to higher levels within the organization. The Board does not set specific gender representation targets when identifying and considering candidates for executive positions, although diversity, including gender, is considered in identifying the group of top talent candidates. Currently, one of the four Named Executive Officers of the Company is a woman (representing 25% of the NEOs (as defined below).

Board Orientation and Continuing Education

Each new director receives a detailed orientation whereby he or she meets with management and is provided with current and historical data pertaining to the operation of the Board, the Committees and the Company, governance trends and disclosure requirements, as well as an assessment of current strategic opportunities and issues facing the Company.

The Board regularly receives education and training sessions on the specific business of the Company and its subsidiary, in addition to occasional presentations and discussion sessions on matters of general importance and application to directors. In addition, specialist speakers are invited to address the Board on matters of strategic interest for the Company. The table below provides details of director continuing education received during 2025.

Date	Topic/Description	Presented To:
April 2025	Enterprise Risk Management	Audit Committee
April 2025	Company Strategic Planning	Board of Directors
May 2025	Fortis Group Subsidiary Board Strategy	Board of Directors
May 2025	Company Strategic Issues	Board of Directors
September 2025	Business Plan & Capital Investment	Board of Directors
September 2025	Climate Change Resilience	Board of Directors
November 2025	Technology & Cybersecurity Policy	Board of Directors
November 2025	Risk Based Asset Management	Board of Directors
November 2025	Working Smarter Initiative	Board of Directors
November 2025	Worksite Observation and Safety	Board of Directors
November 2025	Company Branding	Board of Directors
Quarterly	ESG Strategy	G&S Committee

External counsel present to the Board on the legal governance and disclosure developments impacting the Company periodically. Management also regularly delivers presentations to the Board as required on developments in the business and regulatory environment impacting the Company. Meetings are regularly conducted with senior officers of the Company. Board and Committee meetings are held at Company headquarters, enabling directors to observe operations and meet senior management and employees. Each director is also subscribed to an online service designed to provide continual access to educational tools, training and resources for corporate directors.

Executive Compensation

Compensation Discussion and Analysis

Compensation Review Framework

The Company monitors, reviews, and evaluates its executive compensation programs annually to ensure that it provides reasonable compensation ranges at appropriate levels and remains competitive and effective.

The CEO takes into account the corporate performance against pre-determined objectives and recommends a set of new performance objectives for the following year. Individual performance reviews, incentive award payouts, and compensation adjustments, if any, are also determined at this stage. The CEO does not make recommendations to the HR Committee with respect to his own compensation.

In the final step, the HR Committee reviews the recommendations put forward by the CEO regarding the current year's compensation payouts and next year's performance objectives, subject to the approval by the Board. The HR Committee and the Board may exercise discretion when making compensation decisions in appropriate circumstances and make deviations from the prescribed incentive award formulas, when determined to be necessary.

The Company recognizes the importance of having knowledgeable and experienced individuals appointed to the HR Committee. All members of the HR Committee have the necessary background and skills to provide effective oversight of executive compensation and ensure that sound risk management principles are being adhered to in order to align corporate and shareholder interests. More specifically, Mr. Foster has significant senior leadership experience from his position as the managing director of Fosters, Ltd. The HR Committee also benefits from Mrs. Dilbert's wide ranging leadership experience with various financial services and regulatory organisations, Mr. Smith's significant directorship experiences with other utilities and years of executive leadership and Ms. Gosse's experience with executive compensation and financial responsibility and planning.

It is the responsibility of the HR Committee to review, recommend and administer the compensation policies for the Company, specifically those for the officers and senior management, which include the President & CEO, the Chief Financial Officer, and the Vice Presidents of CUC (collectively, "Named Executive Officers" or "NEOs"), subject to approval by the Board. The HR Committee's review of compensation programs seeks to address organizational and market changes that may affect the competitiveness of the existing pay programs, identify and mitigate risks inherent in the current pay structure, as well as oversee ongoing compliance with disclosure and corporate governance requirements. The HR Committee held four meetings during the one-year period ended December 31, 2025.

Compensation Risk Assessment and Mitigation

As the Company's electric operations are regulated, the Company's activities are governed by extensive reporting and approval mechanisms. The Company's ongoing compliance with emerging best practices ensures that risks associated with the Company's compensation program are being continually monitored and controlled.

The HR Committee reviews the Company's executive compensation program annually against a compensation risk assessment checklist with the aim of ensuring that the program does not encourage management to take inappropriate or excessive risks. The executive compensation program seeks to mitigate risk by incorporating performance targets that encourage both achievements of specific individual targets as well as satisfaction of CUC's corporate goals.

The executive compensation program includes mechanisms to ensure risk-taking behavior is minimized. Examples include:

A balanced mix of compensation between fixed salary and variable awards, and between short- and long-term incentives.
A cap on short-term incentive awards.
Using three or four-year vesting periods for longer-term performance share unit ("PSU") or option awards.
NEOs are not permitted to hedge against declines in the market value of equity securities received as compensation.
An Executive Compensation Clawback Policy.

Based on its most recent review, the HR Committee has concluded that there does not appear to be any risks arising from the executive compensation program that are reasonably likely to have a material adverse effect on CUC.

Elements of Total Compensation

The following table sets out the various elements of CUC's executive compensation, the objectives of each element of compensation, including what the element of compensation is meant to reward, and how CUC determines the amount for each element of compensation.

Elements	Objective	Amount Determination
Annual Base Salary	Market-competitive, fixed level of compensation. Reflects the skills, competencies, experience, and performance appraisals of the NEOs.	Reviewed and set annually using the Hay system of job evaluation.
Short-term Incentive Plan	Short-term incentive intended to attract and retain highly qualified executives and to promote consistent and continuous effort in reaching CUC's strategic goals.	Corporate and individual performance targets set annually.
Individual targets based on specific individual objectives.
Corporate targets that include earnings per share.
Awarded as a percentage relative to base salary.

Elements	Objective	Amount Determination
Performance Share Unit Plan	Mid-term incentive intended to promote a greater alignment of interests between participating employees of the Company and Shareholders and to motivate participants to achieve “over and above” performance in the future to enhance Company profitability and value.	Corporate performance target set annually. Targets based on Company share performance relative to an index of utility companies over a specified period.
Stock Option Plan	Long-term incentive intended to encourage increased share ownership by key employees of the Company as incentive to increase share value, aligning executive and shareholder interests.	Grants based on personal performance, employee salary level and years of service when awarded.
Retirement Benefits	Intended to provide for competitive and appropriate replacement income upon retirement based on years of service to the Company.	Provided in accordance with terms of defined contribution pension plans.
Group Benefits	Intended to provide competitive and adequate protection in case of sickness, disability or death.	Provided in accordance with terms of group benefit plans.
Executive Perquisites	Intended to provide competitive compensation in context of total compensation.	Limited perquisites offered.

The Company's executive compensation program is designed to provide competitive and effective levels of compensation. In addition to base salary, a significant portion of executive compensation is dependent upon individual performance, corporate performance and increasing shareholder value. The HR Committee and the Board recognize the need to provide a total compensation package that will attract and retain qualified and experienced executive officers. Although no specific group of comparator companies exists for the Company to reference, the HR Committee reviews data collected, internally and by independent compensation consultants engaged by Fortis Inc., from across the Fortis group of companies, from utility companies in similar geographical regions and from other companies in the Cayman Islands, in addition to other relevant information, in the discharge of its duties.

The principal elements of the Company's executive compensation program are base salary and the Short-Term Incentive Plan (the "STI Plan"). PSUs and stock options are also granted periodically as part of the Company's executive compensation program as mid- to long-term incentives.

Base salary is determined using the Hay system, a methodology used in respect of job evaluations that assists corporations with mapping and aligning organizational roles and jobs, and taking into account the particular executive's experience, responsibility, seniority, abilities and the data from the reference groups outlined above.

The NEOs participate in the STI Plan, a strategic management tool intended to ensure consistent and continuous effort in reaching the Company's strategic goals. The STI Plan

is intended to provide annual cash bonuses to management, including the NEOs, based on their degree of success in attaining corporate and individual objectives and measurable performance targets that are set annually as part of the corporate strategic business plan. Financial targets such as earnings per share are included in the corporate targets measured under the STI Plan. Additional targets are also established annually relating to customer satisfaction, system resiliency, safety, environment, and employee engagement. Performance is monitored and measured through the use of key performance indicators. The amount of each bonus is determined under the STI Plan by way of an annual assessment of corporate and personal performance and awarded as a percentage relative to each executive's salary. The total amount distributed under the STI Plan is based upon corporate performance and individual performance as recommended annually by the HR Committee to the Board.

The STI Plan performance indicators and the weighting each has on the short-term incentive payout, the STI Plan target and maximum payouts, as a percentage of salary, vary by position. The weightings for 2025 for the NEOs were as follows:

	Corporate Targets	Individual Targets	Total Targets
CEO	80%	20%	100%
Other NEOs	75%	25%	100%

Shareholders approved the executive stock option plan (the "Option Plan") in 1991. The Option Plan provides for the grant of options to purchase Class A Ordinary Shares to employees and officers in accordance with the terms of the Option Plan. The purpose of the Option Plan is to encourage increased share ownership by key employees as an incentive to increase share value. Options are exercisable for 10 years from the date of the option. CUC does not make loans available to executives for the purchase of such shares. Grants of options are dependent upon personal performance as measured against targets relating to the individual's performance, and the number of shares made available under each option is determined using a lock-step grid which determines the number of shares available based on the employee's salary level and years of service. Previous grants are taken into account when considering new grants to NEOs. No stock option grants were made to NEOs in 2025. Stock options were last issued under the plan in March 2012.

The Board established a PSU Plan ("PSUP") in September 2013 to provide a medium-term alternative incentive plan for NEOs, senior management and management level employees. The PSUs provide an additional incentive to achieve objective mid- to long-term corporate performance goals. The PSUP is administered by the HR Committee with the approval of the Board. Each PSU granted represents a unit with an underlying value equivalent to the value of a Class A Ordinary Share as at January 1 in the year of the grant. The HR Committee approves each grant and the relative number of PSUs granted, which are awarded in an amount relative to a percentage of base salary for the participants of the PSUP. Upon the completion of the three-year performance period, the applicable PSUs vest in full on December 31. Cash payment is made upon vesting of the PSUs in an amount equal to the value of a Class A Ordinary Share on the vesting date multiplied by $0 - 120\%$ of the number of PSUs granted, as determined by the HR Committee with the approval of the Board, after evaluation of CUC's performance over such three-year period against predetermined corporate objectives relating to total return performance. In September 2023, the HR Committee and the Board approved a change in the index used

as the benchmark for the PSUP, to represent the overall performance of the sector, from the S&P/TSX Composite Utilities Index to the S&P/TSX Capped Utilities Index.

Share Performance Graph

The following graph compares the three-year shareholder return on the Class A Ordinary Shares, in US dollars, compared with the S&P/TSX Capped Utilities Index. The closing price of the Class A Ordinary Shares on the TSX as of December 31, 2025 was $13.68 per share.

As stated previously under the subheading "Elements of Total Compensation", the Company's executive compensation program is designed to provide competitive levels of compensation and, except to the extent that the structure of such compensation is directly dependent on fluctuations in the price of the Class A Ordinary Shares, as provided for under the Option Plan and the PSUP, the Company does not generally expect compensation changes to closely follow such share price fluctuations.

Where applicable, information provided in this Information Circular incorporates the United States to Canadian dollar exchange rates as set out in the table below.

Exchange Rate for Conversion of United States Dollars to Canadian Dollars

The table below reflects the US Dollar to Canadian dollar exchange rates from 2023 to 2025 as reported by the Bank of Canada.

2023 (Dec 31)	2024 (Dec 31)	2025 (Dec 31)
1:1.3226	1:1.4389	1:1.3706

Summary Compensation Table

The following table sets forth the annual and long-term compensation earned for services rendered during the one-year periods ended December 31, 2025, December 31, 2024 and December 31, 2023 by the NEOs disclosed in accordance with NI 51-102 of the Canadian Securities Administrators. There were no other NEOs of the Company during these periods.

Name and Principal Position	Year	Salary ($)	Share-based Awards ($)^{(1)}	Option-based Awards ($)	Annual Incentive Plan ($)^{(2)}	Pension Value ($)^{(3)}	All Other Compensation ($)^{(4)}	Total Compensation ($)
J.F. Richard Hew
President & CEO	2025	368,334	195,300	–	163,079	60,345	62,230	849,288
	2024	352,499	189,605	–	139,286	59,791	56,753	797,934
	2023	335,743	177,515	–	125,099	59,444	53,921	751,722
Letitia T. Lawrence
Vice-President, Finance, Corporate Services & CFO	2025	260,139	63,343	–	98,395	13,007	26,256	461,140
	2024	251,550	77,533	–	83,333	12,525	22,322	447,263
	2023	237,788	55,783	–	64,629	11,932	20,086	390,218
Sacha N. Tibbetts
Vice President, Customer Service & Technology	2025	245,400	58,520	–	93,026	12,270	35,282	444,498
	2024	234,892	71,620	–	76,190	11,745	29,795	424,242
	2023	221,714	53,573	–	59,555	11,211	24,546	370,599
Stephen Jay
Vice President, Energy Operations^{(5)}	2025	272,076	57,500	–	93,764	13,604	30,681	467,625
	2024	258,312	70,361	–	76,190	12,916	26,714	444,493
	2023	74,415	55,809	–	18,674	4,370	7,627	160,895

Notes:

(1) Share-based Awards are PSUs that were awarded on February 11, 2025, February 12, 2024, and February 6, 2023. The awards were valued at $13.98, $11.09, and $13.00 per unit, respectively, at the date of the grant using the intrinsic value on the first trading day of the year and the assumption of a 100% payout amount.

(2) Annual Incentive Plan consists of STI Plan bonus payments as approved by the HR Committee and the Board and which relate to personal and Company performance for the 12-month periods ended December 31, 2025, 2024 and 2023. See "Compensation Discussion and Analysis" starting on page 25 of this Information Circular.

(3) Includes Company contributions to the Pension Plan (as defined below).

(4) These amounts include: (i) the benefit associated with an automobile supplied to NEOs, as needed, by the Company, (ii) incremental value of group health premiums above those paid to other employees, and (iii) life insurance premiums paid by the Company.

(5) Dr. Stephen Jay joined the Company in September 2023 and was appointed by the Board of Directors as Vice President Energy Operations for the Company effective in November 2023.

Performance on Corporate Targets

CUC Core Values

2025 was a successful year for CUC's Corporate Performance with nine of the ten measures meeting or exceeding target compared to eight of ten in 2024. Previous record highs for Earnings per Share (EPS), safety (TRIR), reliability (SAIDI), were exceeded while the Company delivered on customer affordability aims through the completion of the life cycle upgrades and the Battery Energy Storage System (BESS) fuel efficiency projects. Performance in these areas also drove customer satisfaction to a record high. Employee engagement also exceeded the target set including a 93% survey participation rate. The overall weighted score of 125% on the corporate targets, was also up from 105% achieved in the prior year.

Highlights for the year included the following:

Safety ahead of target with a Total Recordable Injury Rate result of 1.8 and no serious injuries experienced.
A cooler than average summer and new large customer connection delays saw kWh growth of 2.3% versus 5.3% planned
Earnings per share grew by 2% to $1.10 per share, with cashflow from operations and other credit metrics also improving.
Generation life cycle upgrades and BESS projects fully operational delivering millions of dollars in savings to consumers through improved fuel efficiency.
Record reliability performance with System Average Interruption Duration Index ("SAIDI") at 1.26 hours, and System Average Interruption Frequency Index ("SAIFI") at 1.21 hours despite continued tight generation capacity margins.
The 2025 Energy Transformation and Affordability Plan (ETAP), previously known as the Sustainable Energy Plan, delivered strong performance throughout the year and a comprehensive commercial and technical proposal was submitted in response to a 22.5 MW Dispatchable PV (DPV) Request for Proposals (RFP) issued by the regulator.
Temporary capacity provided by 20 mobile units increased operational risk and impacted environmental performance with hydrocarbon uncontained spills exceeding our target volume.

Customer satisfaction was recorded at the highest since measurement commenced and attributed to recognition of lower costs and higher reliability.
Employee engagement improved significantly with a $93\%$ survey response rate and a score of 3.89 which exceeded the target of 3.88.

The table below shows the breakdown of the overall score and a brief description of the results in each target area used to assess CUC's corporate performance.

Category	Target	2025 Plan	2025 Actual
Financial	Earnings per Share	$1.10	$1.10
	Cash Flow (US$millions)	$92.9	$97.6
	Energy Transformation and Affordability Plan (%)	100%	127%
Safety and Environment	Total Recordable Injury Rate (TRIR)	2.37	1.8
	Annual EHS Plan	100%	119%
	Volume of Uncontained Hydrocarbon Spill (IG)	100	152
Reliability	Outage Duration Index (SAIDI(1)/ hours)	2.2	1.26
	Outage Frequency Index (SAIFI(2)/ events)	2.5	1.21
Customer Service	Customer Satisfaction Survey Score (%)	73%	78%
Employees	Gallup Engagement Survey Score	3.88	3.89

Notes:
(1) Total hours of interruption per customer served.
(2) Number of times that a customer experiences an outage.

Equity Compensation Plan Information as of December 31, 2025

Options for the purchase of Class A Ordinary Shares may be granted to employees and officers pursuant to the Option Plan. Consideration is given to the individual's present and potential contribution to the success of the Company in determining the number of Class A Ordinary Shares to be subject to each option.

The exercise price per Class A Ordinary Share in respect of an option is equal to the fair market value on the date of grant without any discount. Each option is for a term not exceeding 10 years and becomes exercisable on a cumulative basis at the end of each year following the date of grant. The number of Class A Ordinary Shares under the option shall be fixed and approved by the Shareholders.

Options granted under the Option Plan are personal to the grantee and are not assignable. Unless the Company otherwise agrees in writing, a participant's option shall terminate and may not be exercised after the earliest of (i) three months after the participant's termination of employment with the Company by reason of his or her disability (as determined by the Company in its sole discretion) or his or her retirement or early retirement, provided that the participant has not died prior to the expiration of such

three-month period; (ii) 12 months after the participant's death; (iii) the date of the participant's termination of employment with the Company, unless such termination occurs by reason of the participant's death, disability, retirement or early retirement as contemplated in (i) or (ii) above; and (iv) the original expiration date of the participant's option.

The number of Class A Ordinary Shares reserved for issuance under the Option Plan is 1,220,100, of which 418,397, or 0.98% of the total issued and outstanding Class A Ordinary Shares, have been issued to date. The number of Class A Ordinary Shares subject to outstanding options is Nil and the number of Class A Ordinary Shares remaining available for future issuance under the Option Plan is 801,703 representing 1.89% of the total issued and outstanding Class A Ordinary Shares.

Subject to amendments requiring Shareholder approval as set out below, the Board may amend or discontinue the Option Plan at any time without shareholder approval subject to TSX requirements, provided, however, that any amendment that may materially and adversely affect any option rights previously granted to a participant under the Option Plan must be consented to in writing by the participant. Under TSX requirements, Shareholder approval is required to amend the Option Plan:

a) to increase the number of Class A Ordinary Shares reserved for issuance under the Option Plan;

b) for any change in the maximum term of an option benefiting an insider of the Company; and

c) for a reduction in the exercise price of an option granted to an insider of the Company.

Examples of the types of amendments to the Option Plan that the Board would be entitled to make include, without limitation: (a) amendments of a "housekeeping" nature; (b) a change to the vesting provisions of an option or the Option Plan; and (c) a change to the termination provisions of an option or the Option Plan that does not entail an extension beyond the original expiration date.

No options to purchase Class A Ordinary Shares were exercised during the one-year period ended December 31, 2025. A summary of the number of securities to be issued upon exercise of outstanding options, the weighted-average exercise price of outstanding options and the number of securities remaining available for further issuance under shareholder approved equity compensation plans appears below:

Plan Category	Number of Securities to Be Issued Upon Exercise of Outstanding Options	Weighted-Average Exercise Price of Outstanding Options ($)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Options Issued and Outstanding)
Equity compensation plans previously approved by Shareholders:
Stock Option Plan	Nil	N/A	801,703
Employee Share Purchase Plan	Nil	N/A	110,155
Employee Long Service Bonus Plan	Nil	N/A	4,000
Total	Nil	N/A	915,858

There are no equity compensation plans that have not been approved by Shareholders.

The following table sets forth the annual burn rate, calculated in accordance with the TSX Company Manual, in respect of each of the equity compensation plans for each of the three most recently completed years:

	2025(1)	2024(1)	2023(1)
Stock Option Plan	Nil	Nil	Nil
Employee Share Purchase Plan	0.077%	0.061%	0.117%
Employee Long Service Bonus Plan	Nil	Nil	Nil

Note:
(1) The annual burn rate is calculated as follows and expressed as a percentage:
$$ \frac{\text{Number of Options granted under the specific plan during the applicable fiscal year}}{\text{Weighted average number of securities outstanding for the applicable fiscal year}} $$

No options were granted to NEOs in or for the years ended 2025, 2024 and 2023

Incentive Plan Awards – Value Vested or Earned During the Year.

Outstanding Option-Based Awards

There were no options granted in 2025 and there were no outstanding options for the NEOs as at December 31, 2025.

Performance Share Unit Plan

In February 2025, the HR Committee and the Board approved 78,652 PSU grants under the PSUP to NEOs, senior management and management level employees. The HR Committee and the Board previously approved PSU grants to NEOs and key employees on the dates and in the amounts as follows: 72,593 in February 2024; and 66,775 in February 2023.

Each PSU represents a unit with an underlying value which is based on the value of one Class A Ordinary Share on January 1 of the grant year relative to the S&P/TSX Capped Utilities Index (TTUT). Upon completion of the three-year performance period, the applicable PSUs vest in full on December 31, and are paid out in cash by the Company upon evaluation by the HR Committee of CUC's performance over the applicable three-year period against the predetermined corporate objectives relating to total return performance.

The following table sets out the total number of PSUs not vested for the NEOs as at December 31, 2025:

Name	Share-based Awards
	Number of share-based awards that have not vested (#)	Market or payout value of share-based awards that have not vested ($)	Market or payout of vested share-based awards not paid out or distributed ($)
J.F. Richard Hew	31,067	211,822	167,490
Letitia T. Lawrence	10,077	68,709	52,633
Sacha N. Tibbetts	9,309	63,471	50,547
Stephen Jay	7,279	52,113	41,078

Options Granted or Vested During the One-Year Period Ended December 31, 2025

No options were granted to NEOs during the one-year period ended December 31, 2025. As at December 31, 2025, there were no options granted and outstanding to NEOs.

The following table sets forth the value of options and share-based awards vested during the year for each of the NEOs:

Name	Option-based awards - Value vested during the year ($)	Share-based awards - Value vested during the year(1)
J.F. Richard Hew	Nil	167,490
Letitia T. Lawrence	Nil	52,633
Sacha N. Tibbetts	Nil	50,547
Stephen Jay	Nil	41,078

Note:
(1) All of the PSUs granted on February 6, 2023 vested on December 31, 2025 and were paid out in February 2026 in an amount based on the evaluation by the HR Committee of the achievement of the predetermined corporate objectives relating to total return performance. The percentage of the amount paid out on the PSUs (0-120%) was determined based on the maintenance of successful average returns on Class A Ordinary Shares, relative to the return reported for the S&P/TSX Capped Utilities Index over the three-year period commencing January 1, 2023.

Defined Contribution Pension Plan

Name	Accumulated Value at Start of Period ($)	Compensatory ($)	Accumulated Value at End of Period ($)^{(1)}
J.F. Richard Hew	$1,190,185	$87,569	$383,027
Letitia T. Lawrence	$477,641	$28,300	$438,596
Sacha N. Tibbetts	$465,640	$26,678	$300,876
Stephen Jay	$34,232	$29,561	$69,874

Note:
(1) During the one-year period ended December 31, 2025, Mr. Hew, Ms. Lawrence and Mr. Tibbetts each made permitted withdrawals from their respective pensions in the amounts of $983,077, $127,454 and $243,879, respectively.

As at December 31, 2025, each NEO was a member of a defined contribution pension plan (the "Pension Plan") which the Company has subscribed to for the benefit of employees of the Company and which complies with the provisions of the Cayman Islands National Pensions Act. As a term of employment, the Company contributes 7.5% of wages or salary in respect of employees who have completed 15 years of continuous service and have attained the age of 55 years and 5% of wages or salary for all other employees. Mr. Hew receives an additional Company contribution of 5% pursuant to the terms of his employment contract.

As at December 31, 2025, normal retirement age under the Pension Plan was age 65 and early retirement may be taken at age 60. Upon reaching normal or early retirement age, individuals can elect to defer their pension, receive annual lump sum payments or request approval to receive monthly pension payments. Retirees are eligible to participate in the Company's employee health care benefits provided they have a minimum of five years of service. The Company subsidized the monthly premium to a fixed contribution towards the designated Standard Health Insurance plan.

Termination and Change of Control Benefits

CUC has entered into employment contracts with each of the NEOs, which set out the circumstances under which payments and other benefits would be paid in connection with a termination of employment as summarized below.

The employment of each of the NEOs may be terminated without cause ("Involuntary Termination") by the Company at its sole discretion. Each of the NEOs is entitled upon Involuntary Termination to notice in writing ("Notice") as specified in the table below. In addition to Notice, Mr. Hew is entitled upon Involuntary Termination to a payment or payments equal to 24 months of salary. Following Involuntary Termination, all NEOs are entitled to the continued provision of benefits, perquisites and retirement plan contributions (the "Benefits Payments") or, at the Company's sole discretion, a payment or payments in lieu of the Benefits Payments for the periods specified below.

Each of the NEOs, except Mr. Hew, is entitled to two weeks salary for every year of continuous employment with the Company prior to Involuntary Termination ("Continuous Employment Payment").

Involuntary Termination may also be deemed to have occurred if, without the consent of the NEO, the Company imposes specified adverse changes in the terms of the NEO's

employment, including responsibilities, duties and functions incompatible with the position, material reduction in salary, inhibition in incentive or opportunity or reduced benefits, perquisites, retirement arrangements or working facilities or materially diminishes the title or status of the position, provided that the NEO gives written notice to the Company of the change within 90 days of its occurrence and the Company fails to rectify the change within 14 days ("Unrectified Involuntary Termination"), in which case the Company shall pay the NEO's salary in lieu of notice, Benefits Payments and, if applicable, Continuous Employment Payment, for the period of Notice.

Upon Involuntary Termination, unless otherwise agreed in writing by the Company, stock options granted pursuant to the Option Plan, and PSUs granted under the PSUP shall immediately terminate. The Company had no such written agreements with any NEO as at December 31, 2025.

Upon Involuntary Termination, pension contributions accumulated under the Company's defined contribution benefit plan would continue to be held on deposit pending either retirement eligibility by age or transfer to another pension plan or withdrawal in accordance with Cayman Islands pension law.

Name	Notice of Termination for Involuntary Termination	Period of Benefits Payments Following Involuntary Termination	Benefits Payments Payable upon Involuntary or Unrectified Involuntary Termination Assuming a Termination Date of December 31, 2025 ($)[1]	Continuous Employment Payment for Involuntary or Unrectified Involuntary Termination Assuming a Termination Date of December 31, 2025 ($)[2]	Salary Amount Payable upon Unrectified Involuntary Termination in Lieu of Notice Assuming a Termination Date of December 31, 2025 ($)
J.F. Richard Hew	1 month	24 months	245,152	736,667	30,694
Letitia T. Lawrence	6 months	12 months	39,263	258,138	130,070
Sacha N. Tibbetts	6 months	12 months	47,552	258,355	122,700
Stephen Jay	6 months	12 months	44,285	24,427	136,038

Notes:
(1) Includes: (i) the estimated benefit associated with the automobile supplied by the Company based on costs incurred during the one-year period ended December 31, 2025; (ii) incremental value of group health premiums above those paid to other employees; (iii) Pension Plan contributions; and (iv) life insurance premiums.
(2) In addition to one-month Notice of Involuntary Termination, Mr. Hew would be entitled to payment equivalent to 24 months of salary upon Involuntary Termination. Each of the other NEOs is entitled to two weeks salary for every year of employment with the Company prior to Involuntary Termination. As of December 31, 2025, Letitia T. Lawrence, and Sacha N. Tibbetts have been with the Company for 25, and 26 years, respectively. Stephen Jay joined the Company in 2023.

Share Incentive Arrangements

The Company has the following employee share incentive arrangements that allow participants to acquire Class A Ordinary Shares from treasury: the Purchase Plan, Employee Long Service Bonus Plan and the Option Plan. All of the Company's share incentive arrangements have been approved by the TSX.

Employee Share Purchase Plan

CUC has the Purchase Plan to encourage participation and long-term investment by its employees. The Company provides interest-free advances to employees to purchase Class A Ordinary Shares, with such advances recovered through payroll deductions over the next year. Dividends on Class A Ordinary Shares purchased on behalf of employees under the Purchase Plan are paid in full to participating employees. The minimum semi-annual participation in the Purchase Plan, for those that opt to participate, is 50 Class A Ordinary Shares per employee and the maximum semi-annual participation is 1,000 Class A Ordinary Shares per employee. Employees are not eligible to participate in the Purchase Plan following termination of their employment with the Company. Unless an employee whose employment has been terminated makes arrangements satisfactory to CUC for the repayment of the unpaid balance of the advance, CUC is entitled to withhold from such employee's compensation the unpaid balance of such advance without limiting any other recourse or remedy the Company may have under applicable law with respect to being repaid the balance of the advance.

The Class A Ordinary Shares required to satisfy the requirements of the Purchase Plan may be issued from treasury at the 20-day average market price, which is equal to the simple average of the closing market prices of the 20 consecutive trading days immediately preceding the issuance of such shares, or from purchases in the open market at the discretion of the Company as approved by the TSX.

The number of Class A Ordinary Shares reserved for issuance under the Purchase Plan is currently 518,685, of which 110,155 Class A Ordinary Shares remain available for future issuance, representing 1.22% and 0.26%, respectively, of the current issued and outstanding Class A Ordinary Shares.

Under the Purchase Plan, together with any other security-based compensation arrangements of the Company, the Class A Ordinary Shares reserved for issuance to insiders cannot exceed 10% of the outstanding Class A Ordinary Shares, and the number of Class A Ordinary Shares issued to insiders within a one-year period cannot exceed 10% of the outstanding Class A Ordinary Shares. In addition, the number of Class A Ordinary Shares issued under the Purchase Plan and any other security-based compensation arrangement to any one insider, during a one-year period, cannot exceed more than 5% of the outstanding Class A Ordinary Shares.

The Purchase Plan can be amended by the Board at any time, without the approval of Shareholders, provided that an amendment to (a) increase the number of Class A Ordinary Shares reserved for issuance under the Purchase Plan; (b) add non-employee members of the Board as participants under the Purchase Plan; (c) eliminate or decrease the limitations on insider participation set forth above; and (d) amend the amendment provision of the Purchase Plan to eliminate a matter listed as requiring Shareholder approval, will require the approval of Shareholders.

A total of 32,450 Class A Ordinary Shares were acquired by participants under the Purchase Plan during the one-year period ended December 31, 2025 (all issued from treasury), representing 0.08% of the current issued and outstanding Class A Ordinary Shares.

Employee Long Service Bonus Plan

The Company also has an Employee Long Service Bonus Plan (the "Bonus Plan") whereby long-service employees and non-executive directors (i.e., those with more than 10 years of employment with the Company) are awarded 10 Class A Ordinary Shares for each year of service, with such awards presented for the 10th, 15th, 20th, 25th, 30th, 35th and 40th anniversaries of employment. Employees are not eligible to participate in the Bonus Plan following termination of their employment with the Company.

The Class A Ordinary Shares required to satisfy the requirements of the Bonus Plan may be issued from treasury at the 20-day average market price, which is equal to the simple average of the closing market prices of the 20 consecutive trading days immediately preceding the issuance of such shares, or from purchases in the open market at the discretion of the Company as approved by the TSX.

Following the award of Class A Ordinary Shares to eligible employees under the Bonus Plan in 2010, the Company suspended further awards under the Bonus Plan and replaced them with cash awards for long service.

Executive Stock Option Plan

See "Equity Compensation Plan Information as of December 31, 2025" on page 37 of this Information Circular for a description of the Option Plan and the number of Class A Ordinary Shares currently reserved for issuance under the Option Plan.

ADDITIONAL INFORMATION

Additional information relating to the Company, including financial information, is provided in the Company's audited annual consolidated financial statements for the year ended December 31, 2025 and related management's discussion and analysis.

The Company shall provide to any person or company, upon request to the Company Secretary, at any time, the documents referred to above, free of charge, provided the Company may require the payment of a reasonable charge from such a person or company who is not a holder of securities of the Company (these documents, as well as additional information regarding the Company, are available free of charge on the Company website at www.cuc-cayman.com and on SEDAR+ at www.sedarplus.ca).

Contact details for the Company Secretary are as follows:

Caribbean Utilities Company, Ltd.
P.O. Box 38
Grand Cayman KY1-1101
Cayman Islands
345-949-5200 (phone)
[email protected]

APPROVAL OF DIRECTORS

The contents of this Information Circular and the sending of it to the Shareholders have been approved by the Board.

Dated the 20th day of March, 2026.

Claire J. Stafford
Company Secretary

SCHEDULES

SCHEDULE A

RESOLUTION OF THE CLASS A ORDINARY SHAREHOLDERS TO APPROVE THE PROPOSED REVISED BOARD OF DIRECTORS AND COMMITTEE COMPENSATION STRUCTURE

WHEREAS the Board of Directors of the Company has approved that the remuneration of independent members of the Board of Directors and its Audit Committee, Human Resources Committee, and Governance & Sustainability Committee be fixed in accordance with accepted corporate governance procedures as recommended by the Governance & Sustainability Committee, pending approval by the holders of Class A Ordinary Shares of the Company;

RESOLVED AS AN ORDINARY RESOLUTION THAT:

The remuneration schedule for members of the Board of Directors and its Audit Committee, Human Resources Committee and Governance & Sustainability Committee, attached as Appendix 1 to Schedule A of the management information circular of the Company dated March 20, 2026, is hereby approved to be effective immediately following the approval by the holders of Class A Ordinary Shares of the Company at the 2026 annual general and special meeting of holders of Class A Ordinary Shares of the Company;
Any director or officer of the Company is hereby authorized and directed, for and in the name of and on behalf of the Company, to execute (whether under corporate seal of the Company or otherwise) and deliver all such agreements, instruments, certificates and other documents and to do all such other acts or things as he may determine to be necessary or desirable in connection with or to give effect fully to the provisions of the foregoing resolution, the execution of any such document or the doing of any such act or thing to constitute conclusive evidence of such determination.

APPENDIX 1 TO SCHEDULE A

Proposed New Board and Committee Compensation Structure

Board of Directors Retainers For Independent Directors

Position	Retainer Per Annum ($)
Chair	97,500
Committee Chair	61,500
Director	55,500

SCHEDULE B

MANDATE OF THE BOARD OF DIRECTORS

1. PURPOSE AND AUTHORITY

The Board of Directors (the "Board") of Caribbean Utilities Company, Ltd. (the "Company") is responsible for the stewardship of the Company. The Board will provide independent, effective leadership to supervise the management of the business and affairs of the Company to grow value in a profitable and sustainable manner.

2. DEFINITIONS

2.1. In this Mandate:

A. "Audit Committee" means the audit committee of the Board;
B. "Board" means the board of directors of the Company;
C. "CEO" means the President and Chief Executive Officer of the Company;
D. "Chair" means the Chair of the Board;
E. "Code" means the Code of Business Conduct and Ethics of the Company, as amended from time to time;
F. "Company" means Caribbean Utilities Company, Ltd.;
G. "Director" means a member of the Board;
H. "Governance & Sustainability Committee" means the governance & sustainability committee of the Board;
I. "Human Resources Committee" means the human resources committee of the Board;
J. "Mandate" means this mandate of the Board; and
K. "Shareholders" means the shareholders of the Company.

3. COMPOSITION OF THE BOARD

3.1. The Board shall consist of such number of Directors as are elected by Shareholders at the most recent meeting of Shareholders. The Board may determine from time to time, within the range set out in the Company's Articles of Association, the number of Directors to be nominated for election by Shareholders at any meeting of Shareholders, taking into account the recommendations of the Governance & Sustainability Committee.

3.2. A majority of the Directors shall be "independent" within the meaning of all applicable laws and stock exchange requirements.

3.3. The Board shall appoint a Director to be Chair, who shall be independent within the meaning of all applicable laws and stock exchange requirements. The Director serving as Chair shall continue as Chair until a successor is appointed, unless such individual resigns, is removed by the Board or otherwise ceases to be a Director. The Board shall make reasonable efforts to rotate the Chair periodically.

4. BOARD MEETINGS

4.1. Meetings of the Board shall be called and held in a manner consistent with the Company's Memorandum and Articles; provided, however, that the Board shall meet at least quarterly.

4.2. The Chair shall act as chair of all meetings of the Board at which the Chair is present. Board meetings not attended by the Chair, shall be chaired by the chair of the Governance & Sustainability Committee or, in that person's absence, the Directors present at the meeting shall appoint one of their number to act as chair of the meeting.

4.3. Unless otherwise determined by the Chair, the Company Secretary of the Company shall act as secretary of all meetings of the Board.

4.4. The Board may invite any of the Company's officers, employees, advisors or any other person to attend meetings of the Board to assist in the discussion and examination of the matters under consideration by the Board.

4.5. At each meeting of the Board, the non-management Directors shall meet in camera without any member of management or other guests being present (including any Director who is also a member of management).

4.6. Where there are any non-management, non-independent Directors, the independent Directors may also meet in camera at the conclusion of each meeting of the Board with only independent Directors present, if required.

4.7. Minutes of all meetings of the Board and committees of the Board shall be prepared and maintained within the minute books of the Company.

5. DUTIES AND RESPONSIBILITIES OF THE BOARD

5.1. Strategic Planning and Risk Management

The Board has the responsibility to:

1) adopt a strategic planning process and review and approve, on an annual basis, a strategic plan for the Company which considers, among other things, the opportunities and risks of the business with a view to the sustainability of the Company;

2) monitor the implementation and effectiveness of the approved strategic and business plans; and

3) assist the CEO in identifying the principal business risks of the Company and

implementing appropriate systems to manage and mitigate such risks, including the Company's enterprise risk management program and framework.

5.2. Reputation and Culture

The Board has the responsibility to:

1) promote a culture of integrity, ethical leadership, diversity and inclusion, health and safety, and sustainability within the Company and among its leadership; and
2) oversee management's programs and policies to preserve and enhance the Company's culture and reputation.

5.3. Management and Human Resources

The Board has the responsibility to:

1) oversee the Company's human resources strategy and plans, including its equity, diversity, and inclusion policies and practices;
2) select, appoint, and continuously evaluate the CEO, and determine the terms of the CEO's employment and compensation;
3) oversee the CEO succession plan, including identifying and evaluating potential successors to the CEO;
4) in consultation with the CEO, appoint all Officers of the Company and determine the terms of employment, training, development and succession of senior management (including the processes for appointing, developing and evaluating senior management);
5) oversee and approve the Company's overall compensation philosophy and programs, including short- and long-term compensation, incentive, pension and/or retirement policies and plans, to promote alignment with the Company's long-term strategy and interests of Shareholders and other key stakeholders; and
6) satisfy itself, to the extent feasible, as to the integrity of the CEO and other senior management, and to establish a culture of integrity, diversity, inclusion and respect throughout the Company.

5.4. Capital, Finances, Controls and Internal Systems

The Board has the responsibility to:

1) oversee and approve the overall capital and financial structure of the Company;

2) oversee the external and internal audit functions of the Company and the integrity of the Company's financial statements and financial reporting processes;

3) review and approve all material transactions, including acquisitions, divestitures, dividends, capital allocations, expenditures and other transactions which exceed threshold amounts set by the Board; and

4) oversee and evaluate the Company's internal controls relating to financial and management information systems and disclosure controls and processes.

The Board shall review the recommendation of the Audit Committee with respect to the annual consolidated financial statements and Management Discussion and Analysis of the Company to be delivered to Shareholders. If appropriate, the Board shall approve such financial statements.

5.5. Communications and Stakeholder Relationships

The Board has the responsibility to:

1) adopt communication policies and practices that seek to ensure that effective communications, including timely communication and disclosure required under applicable laws and stock exchange requirements, are established and maintained with employees, Shareholders, the financial community, the media, communities served by the Company and other key stakeholders;

2) oversee the strategies and processes related to Board Shareholder engagement, and establish procedures to receive feedback from stakeholders of the Company and deliver communications to the independent Directors as a group; and

3) review and approve the Company's Management Information Circular, Annual Information Form, Sustainability Report as well as any prospectuses and other offering and disclosure documents as required under applicable laws and stock exchange requirements, and annually report to Shareholders on its activities during the preceding year.

4) The Board shall receive regular reports from the CEO or other members of senior management concerning the Company's investor relations activities, investor feedback and regulatory proceedings including those of the Company's subsidiary.

5.6. Sustainability

The Board has responsibility to:

1) oversee and, where appropriate, approve the Company's strategies, policies and practices relating to sustainability objectives, including environmental and social matters; and

2) review management's implementation of appropriate sustainability policies and practices, taking into consideration applicable laws, industry best practices and the Company's strategy and other company policies and practices, and the interests of Shareholders and other stakeholders.

5.7. Governance

A. The Board has the responsibility to:

1) develop and oversee the Company's approach to corporate governance issues, principles, practices and disclosure, including managing its own processes to ensure the effectiveness of the Board, its committees and individual Directors;

2) establish appropriate procedures to evaluate Director independence standards, manage actual or potential conflicts of interest and ensure the Board functions independently of management;

3) develop and monitor policies governing the operation of any subsidiary;

4) develop and monitor compliance with the Code including the consideration of any waiver proposed to be granted to a Director or member of senior management of the Company from complying with the Code and approving or rejecting such waiver as it deems appropriate;

5) set expectations and responsibilities of Directors, including attendance at, preparation for, and participation in meetings, as set out at Section 6 hereof; and

6) oversee the succession planning, orientation and continuing education of members of the Board and its committees and evaluate and review the performance of the Board, its committees and its members to ensure that the Board and its committees are composed of competent members with an appropriate mix of skills and experiences to carry out their respective duties and responsibilities.

B. The Board shall establish, maintain and may, subject to applicable laws, delegate oversight over specific matters to the following standing committees (and such other special or ad hoc committees the Board may establish from time to time), each having a mandate that appropriately reflects all applicable laws and stock exchange requirements:

1) Audit Committee;

2) Governance & Sustainability Committee; and

3) Human Resources Committee,

provided, however, that no committee of the Board shall have the authority to make decisions which bind the Company, except to the extent that such authority has been specifically delegated to such committee by the Board.

C. The Board shall establish and maintain, in consultation with the Governance & Sustainability Committee, formal position descriptions for:

1) the Chair; and
2) the CEO

D. The Board shall review any Shareholder proposal or meeting request received by the Company pursuant to the Articles of Association, including relating to the nomination of directors, and the Company's response thereto.

5.8. Cybersecurity, Information Technology (IT) and Operational Technology (OT)

The Board has responsibility to:

(a) oversee and, where appropriate, approve the Company's strategies and policies relating to the use and protection of its IT and OT infrastructure, including in respect of cybersecurity; and
(b) review the Company's IT and OT risk exposures, including cybersecurity risks, and the measures taken to monitor or mitigate such exposures.

6. DUTIES AND RESPONSIBILITIES OF DIRECTORS

6.1. In exercising the powers and discharging the responsibilities to the Director, each Director has a statutory obligation to:

A. act in good faith with a view to the best interests of the Company (the fiduciary duty); and
B. exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances (the duty of care).

6.2. Each Director must also comply with all applicable policies of the Company, including the Code, which is designed to promote honest, ethical and lawful conduct by all employees, officers and Directors of the Company.
6.3. Each Director shall devote the necessary time and attention to effectively participate in the work of the Board to enable the Board to discharge its duties and responsibilities as set out under this Mandate and the Board Governance Guidelines.
6.4. Each Director shall participate in any orientation and continuing education programs developed by the Company for the Directors.
6.5. In connection with each meeting of the Board and each meeting of a committee of the Board of which the Director is a member, each Director shall:

A. promptly respond to management requests in respect of availability for proposed meetings;

B. thoroughly review the material provided by management in connection with the meeting; and

C. attend each meeting in person to the extent practicable (unless the meeting is agreed to be held by phone, video-conference or other remote electronic facilities).

6.6. Each Director shall participate in such processes as may be established by the Board for assessing the Board, its committees and individual Directors.

6.7. Each Director shall perform such other functions as may be delegated to that Director by the Board or any committee of the Board from time to time.

7. REMUNERATION OF DIRECTORS

7.1. Directors shall receive such remuneration for their service as the Board may determine from time to time, having considered the recommendation of the Governance & Sustainability Committee.

7.2. No non-executive Director may earn fees from the Company other than director and committee fees. For greater certainty, no non-executive Director shall accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries.

8. OTHER

8.1. The Board shall periodically review its own effectiveness and performance in accordance with the process established by the Governance & Sustainability Committee.

8.2. The Board and each of its standing committees shall, in its discretion and in the circumstances that it considers appropriate, have authority to retain outside advisors or persons having special expertise at the expense of the Company.

8.3. The Board shall review and assess the adequacy of this Mandate biennially and shall make such changes to this Mandate as it considers necessary or appropriate having regard to the recommendation of the Governance & Sustainability Committee.

9. EFFECTIVE DATE

This policy is effective as revised and approved by the Board of Directors on August 27, 2024.

Cuc
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Caribbean Utilities Company, Ltd.
457 North Sound Road
P.O. Box 38
Grand Cayman KY1-1101
Cayman Islands

Tel: (345) 949-5200
[email protected]
www.cuc-cayman.com

X f @ m

Nerle Sound Road Site
ISO 14001
Q99-G45-002630

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Caribbean Utilities Company, Ltd. — Proxy Solicitation & Information Statement 2026

42818_rns_2026-04-09_b3ad692d-285f-4496-b477-06d392417887.pdf

Annual General Meeting of Shareholders

Dear Fellow Shareholders,

Table of Contents

Notice of Annual General Meeting of Shareholders

Delivery of Meeting Materials

Notice-and-Access

Accessing the Meeting Materials electronically

How to request paper copies of the Meeting Materials

MANAGEMENT INFORMATION CIRCULAR

Attendance and Voting at the Meeting

Registered Shareholders

Notice-and-Access

Solicitation of Proxies

Appointment of Proxyholder

Voting by Proxyholder

Deposit of Proxies

Registered Shareholders

Non-Registered Shareholders

Revocation of Proxies

Interest of certain persons in matters to be acted upon

Voting securities and principal holders of voting securities

Matters for Consideration of Shareholders

1. Presentation of Audited Consolidated Financial Statements

2. Election of Directors

3. Appointment of Auditors

4. Revised Compensation Structure for Members of the Board and the Committees of the Board

Board of Directors Retainers

Nominees for Election as Directors

Jennifer P. Dilbert, MBE, JP

Sheree L. Ebanks

Jennifer Frizzelle

Woodrow S. Foster

Sophia A. Harris

Class A Ordinary Shares

J. F. Richard Hew

Meeting Attendance (%)

Stuart Lochray

Board/Committee Membership

Class A Ordinary Shares

Meeting Attendance (%)

Market Value(1)

Mark R. Macfee

Board/Committee Membership

Class A Ordinary Shares

Meeting Attendance (%)

Market Value(1)

Kay Menzies

Regan O’Dea

David A. B. Smailes

Independent

Board/Committee Membership

Meeting Attendance (%)

Class A Ordinary Shares

Market Value(1)

Gary J. Smith

Not Independent

Board/Committee Membership

Meeting Attendance (%)

Class A Ordinary Shares

Market Value(1)

Compliance with TSX Requirements

Overall Attendance

Directors' Compensation

2025 Board & Committee Retainers

Skills & Experience

Corporate Governance Practices

Code of Ethics and Speak Up Policy

Board of Directors

Audit Committee

Governance & Sustainability Committee

Human Resources Committee

Board and Committee Assessments

Board Renewal and Term Limits

Board Composition and Diversity

50% Female Directors on the Board of Directors

25% of NEOs are Female

57% of Management Team are Female

Caribbean Utilities Company, Ltd. Proxy Solicitation & Information Statement 2026