Dundee Corporation — Proxy Solicitation & Information Statement 2020

Sep 10, 2020

1 ADELAIDE STREET EAST, SUITE 2000 TORONTO, ONTARIO M5C 2V9

NOTICE OF 2020 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the annual and special meeting (the "Meeting") of the shareholders ("Shareholders") of Dundee Corporation (the "Company") will be held on Thursday, October 15, 2020 at 4:00 p.m. (Toronto time) in a virtual-only format, which will be conducted via live audio and slideshow webcast at https://web.lumiagm.com/223843542 for the following purposes:

• 1. to receive the audited consolidated financial statements of the Company for the financial year ended December 31, 2019, together with the auditor's report thereon;
• 1. to appoint PricewaterhouseCoopers LLP as auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration of the auditor;
• 1. to elect the directors of the Company for the ensuing year;
• 1. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution, the full text of which is set out in Appendix "B" of this Management Proxy Circular, approving the adoption of the Company's Amended and Restated Share Incentive Plan;
• 1. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution, the full text of which is set out in Appendix "D" of this Management Proxy Circular, approving the adoption of the Company's Amended and Restated DSU Plan; and
• 1. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

This year, to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders resulting from the unprecedented public health impact of the COVID-19 pandemic ("COVID-19"), we will hold the Meeting in a virtual-only format, which will be conducted via live audio and slideshow webcast at https://web.lumiagm.com/223843542. Shareholders will not be able to attend the Meeting in person.

As the COVID-19 situation evolves, any changes in the Meeting format, including the Meeting location and Meeting date, will be announced by the Company in a press release, which will be filed on our website at www.dundeecorp.com and under the Company's profile on SEDAR at www.sedar.com. Please monitor the Company's press releases for updated information, including any changes to the Meeting.

Registered Shareholders and duly appointed proxyholders (who need not be Shareholders) will be able to attend, submit questions and vote at the Meeting online at https://web.lumiagm.com/223843542. Non-registered (beneficial) Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote or ask questions at the Meeting.

The Company has opted to use the Notice and Access rules adopted by Canadian securities regulators to reduce the volume of paper in the Meeting materials distributed for the Meeting. Instead of receiving the enclosed Management Proxy Circular with the form of proxy or voting instruction form, shareholders received a Notice of Meeting with instructions for accessing the remaining Meeting materials online (the "Notice"). This Management Proxy Circular and other relevant materials are available via the internet at www.dundeecorp.com or on the Canadian Securities Administrators' site at www.sedar.com.

DATED at Toronto, Ontario as of September 4, 2020.

By Order of the Board

Mark Pereira, Corporate Secretary

All instruments appointing proxies to be used at the Meeting, or at any adjournment or postponement thereof, must be deposited with Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, by mail or via facsimile at (416) 263-9524 or 1-866-249-7775 or by telephone or internet at www.investorvote.com as provided in the Circular prior to 4:00 p.m. (Toronto time) on October 13, 2020 or, in the case of any adjournment or postponement thereof, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for the reconvened Meeting. Instruments appointing proxies not so deposited may not be voted at the Meeting or any adjournment or postponement thereof. See "Appointment and Revocation of Proxies" on page 2, "Voting by Registered Shareholders" on Page 2 and "Voting by Non-Registered Shareholders" on page 4 for voting instructions.