element

ELEMENT FLEET MANAGEMENT CORP.

NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 2026

AND

MANAGEMENT INFORMATION CIRCULAR

March 25, 2026

element

ELEMENT FLEET MANAGEMENT CORP.

Invitation to Shareholders

Dear Fellow Shareholders,

On behalf of Element’s Board of Directors (the “Board”) and management, I am pleased to invite you to join us at our annual meeting (the “Meeting”) of common shareholders of Element Fleet Management Corp. (“Element” or the “Corporation”). The Meeting will be held on Thursday, May 7, 2026, at 10:00 a.m. (Toronto time).

Consistent with prior years, the Meeting will be conducted in a virtual format via live audio webcast and online. At the Meeting, you will have the opportunity to ask questions and vote on several important matters. Following the formal business of the Meeting, members of the management team will review Element’s performance in 2025 and discuss the Corporation’s progress in executing its strategy. The Management Information Circular (the “Circular”) describes the business to be conducted at the Meeting and contains detailed instructions about how to participate.

Overall, Element had another strong year in 2025 and your Board continues to be impressed with the team’s commitment to our clients and dedication to the business. We continue to have tremendous confidence in the management team’s ability to execute on Element’s strategic plan, drive positive financial and operating results and create value for all stakeholders. The Board will continue to work closely with management to evolve the Corporation’s plans and ensure that Element remains well positioned to achieve its strategic objectives.

I would like to take this opportunity to thank Joan Lamm-Tenant for her outstanding service to Element during her time on the Board, including serving for many years as Chair of the Compensation & Corporate Governance Committee. Joan helped steward Element through periods of transformation and growth and played a key role in director recruitment efforts and two CEO transitions. Joan has reached the end of her term limit as director and is not standing for re-election at the Meeting. She will be greatly missed. At the same time, we are excited to be nominating Keith Taylor for election to the Board. Following a thorough search process, we were impressed by Keith’s executive experience and financial expertise, and are confident that he will be a tremendous asset to the Corporation.

The Circular contains important information. After reviewing it, please vote your shares on all items to be considered. Should you be unable to attend the Meeting on May 7, 2026, we urge you to vote your shares in advance of the Meeting by delivering your completed proxy or voting instruction form as explained in the Circular.

Thank you for your continued confidence in Element and we look forward to virtually welcoming you on May 7, 2026.

Sincerely,

“Kathleen Taylor”

Kathleen Taylor
Chair of the Board

March 25, 2026

element

ELEMENT FLEET MANAGEMENT CORP.

Notice of Annual Meeting of Shareholders

May 7, 2026

Notice is hereby given that the annual meeting of the holders of common shares of Element Fleet Management Corp. (the "Corporation") will be held on Thursday, May 7, 2026 at 10:00 a.m. (Toronto time) (the "Meeting") via live audio webcast online at meetnow.global/MQPRHKW. The Meeting will be held for the following purposes:

to receive the Corporation's audited consolidated financial statements as at and for the year ended December 31, 2025, and the auditors' report thereon;
to elect the Directors of the Corporation;
to re-appoint the Corporation's auditors and to authorize the Board of Directors to fix their remuneration;
to consider and, if thought advisable, approve the advisory resolution on the Corporation's approach to executive compensation; and
to transact such other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the foregoing matters are set forth in the Management Information Circular (the "Circular") accompanying this Notice of Meeting under the heading of "Matters to be Acted Upon at Meeting".

Given the inclusive, efficient and environmentally friendly nature of a virtual meeting, and the positive experience all of our stakeholders have had with our virtual shareholders' meetings over the last several years, we will once again hold our annual meeting in a virtual format, conducted via live audio webcast. Shareholders will have an opportunity to participate at the Meeting online regardless of their geographic location. Registered shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular.

Non-registered (or 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 at the Meeting. A shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend) must follow the instructions in the Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare Trust Company of Canada, after submitting their form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a Control Number to participate in the Meeting and only being able to attend as a guest. Proxies must be received no later than Tuesday, May 5, 2026 at 10:00 a.m. (Toronto time), or in the case of any adjournment of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjournment.

DATED the 25th day of March, 2026.

By Order of the Board of Directors

"David Steinhauer"

David Steinhauer
Senior Vice President & Corporate Secretary

element

ELEMENT FLEET MANAGEMENT CORP.

Management Information Circular for Annual Meeting of Shareholders

May 7, 2026

ABOUT THIS MANAGEMENT INFORMATION CIRCULAR

Solicitation of Proxies

This Management Information Circular (the “Circular”) is being furnished in connection with the solicitation, by or on behalf of the management of Element Fleet Management Corp. (“Element” or the “Corporation”), of proxies to be used at the Element’s annual meeting of the holders of common shares of the Corporation (the “Common Shares”) to be held on Thursday, May 7, 2026 (the “Meeting”) or at any adjournment thereof. It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone, by directors, officers or employees of the Corporation without special compensation, or by the Corporation’s transfer agent, Computershare Trust Company of Canada (“Computershare”) at nominal cost. The cost of solicitation will be borne by the Corporation.

Attending the Meeting

Element is holding the Meeting in a virtual only format, which will be conducted online via live audio webcast. Attending the Meeting online enables registered shareholders and duly appointed proxyholders, including non-registered (beneficial) shareholders who have duly appointed themselves as proxyholder, to participate at the Meeting and ask questions, all in real time. Registered shareholders and duly appointed proxyholders can vote at the appropriate times during the Meeting. Guests, including non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder, can log in to the Meeting as set out below. Guests can listen to the Meeting but are not able to vote.

To attend the Meeting, log in online at meetnow.global/MQPRHKW. We recommend that you log in at least fifteen minutes before the Meeting starts.

Registered shareholders and duly appointed proxyholders can participate in the Meeting by clicking “Shareholder” and entering a Control Number or an Invite Code before the start of the Meeting. For registered shareholders, the 15-digit control number located on the form of proxy or in the email notification you received is your “Control Number”. For duly appointed proxyholders, Computershare will provide the proxyholder with an Invite Code by e-mail after the proxy voting deadline has passed and you have been duly appointed and registered as described in “Appointment of Proxyholder” below.

Non-registered shareholders who have not appointed themselves as proxyholders to participate and vote at the Meeting may login as a guest, by clicking on “Guest” and complete the online form; however, they will not be able to vote.

If you attend the Meeting, it is important that you are connected to the Internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure

connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures.

For more information, please see Computershare's Virtual AGM User Guide, attached hereto as Appendix "B".

Voting at the Meeting

Registered shareholders and duly appointed proxyholders may vote at the Meeting by completing a ballot online during the Meeting.

Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting but will be able to participate as a guest. This is because Element and Computershare do not have a record of the non-registered shareholders of the Corporation, and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as proxyholder. See "Appointment of Proxyholder" and "Non-Registered Shareholders" below.

If you are a non-registered shareholder and wish to vote at the Meeting, you will need to appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form ("VIF") sent to you and must follow all of the applicable instructions, including the deadline, provided by your Intermediary (as defined below).

Appointment of Proxyholder

The following applies to shareholders who wish to appoint someone as their proxyholder other than the Element proxyholders named in the form of proxy or VIF. This includes non-registered shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.

Shareholders who wish to appoint someone other than the Element proxyholders as their proxyholder to attend and participate at the Meeting as their proxy and vote their Common Shares must submit their form of proxy or VIF, as applicable, appointing that person as proxyholder and register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed after you have submitted your form of proxy or VIF per the instructions described below. To register a proxyholder in this manner, shareholders must visit http://www.computershare.com/elementfleet by 10:00 a.m. (Toronto time) on May 5, 2026 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with an Invite Code via email. Failure to register the proxyholder will result in the proxyholder not receiving an Invite Code that is required to vote at the Meeting. Without an Invite Code, proxyholders will not be able to vote at the Meeting but will be able to participate as a guest.

The persons designated by management of the Corporation in the enclosed form of proxy are directors or officers of the Corporation. Each shareholder has the right to appoint as proxyholder a person or company (who need not be a shareholder of the Corporation) other than the persons designated by management of the Corporation in the enclosed form of proxy to attend and act on the shareholder's behalf at the Meeting or at any adjournment thereof. Such right may be exercised by inserting the name of the person or company in the blank space provided in the enclosed form of proxy or by completing another form of proxy.

Additionally, Element may use Broadridge's QuickVote™ service to assist non-registered shareholders with voting their shares.

Registered Shareholders

In the case of registered shareholders, the completed, dated and signed form of proxy should be sent in the enclosed envelope or otherwise to the Senior Vice President & Corporate Secretary of the Corporation c/o Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, M5J 2Y1, fax number 1-866-249-7775 or to the Senior Vice President & Corporate Secretary of the Corporation at the Corporation's registered office, which is located at 161 Bay Street, Suite 3600, Toronto, Ontario, M5J 2S1. To vote over the internet, go to www.investorvote.com and enter the 15-digit control number printed on your form of proxy. To vote by telephone, call 1-866-732-8683 (toll-free in North America) and enter the 15-digit control number printed on your form of proxy. Follow the instructions provided by the interactive voice recognition system.

Non-Registered Shareholders

In the case of non-registered shareholders, excluding those located in the United States, who receive these materials through their broker or other Intermediary, the shareholder should complete and send the form of proxy in accordance with the instructions provided by their broker or other Intermediary. To be effective, a proxy must be received by Computershare or the Senior Vice President & Corporate Secretary of the Corporation no later than Tuesday, May 2, 2026 at 10:00 a.m. (Toronto time) (unless such proxy submission deadline is waived by the Board of Directors of the Corporation (the "Board")), or in the case of any adjournment of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjournment. The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

Non-Registered Shareholders (United States)

If you are a non-registered shareholder located in the United States and wish to vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described herein, you must obtain a valid legal proxy from your Intermediary. Follow the instructions from your Intermediary included with the form of proxy and VIF sent to you, or contact your Intermediary to request a form of proxy if you have not received one. After obtaining a valid form of proxy from your Intermediary, you must then submit a copy of such legal proxy to Computershare. Requests for registration from non-registered shareholders located in the United States that wish to vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by e-mail or by courier to: [email protected] (if by e-mail), or Computershare, Attention: Proxy Dept., 8th Floor, 100 University Avenue, Toronto, ON M5J 2Y1, Canada (if by courier), and in both cases, must be labelled "Legal Proxy" and received no later than the voting deadline of 10:00 a.m. (Toronto time) on May 2, 2026. You will receive a confirmation of your registration by e-mail after Computershare receives your registration materials.

Revocation of Proxy

A shareholder who has given a proxy may revoke it by depositing an instrument in writing signed by the shareholder or by the shareholder's attorney, who is authorized in writing, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by the shareholder or by the shareholder's attorney, who is authorized in writing, to or at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or in the case of any adjournment of the Meeting, the last business day preceding the day of the adjournment, or with the Chair of the Meeting on the day of, and prior to

the start of, the Meeting or any adjournment thereof. A shareholder may also revoke a proxy in any other manner permitted by law.

If you are a beneficial owner, contact your broker or nominee to find out how to change or revoke your 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 proxy card or VIF to ensure it is given effect at the Meeting.

If you have followed the process for attending and voting at the Meeting online, voting at the Meeting online will revoke all previously submitted proxies. However, in such a case, you will be provided with the opportunity to vote by ballot on the matters put forth at the Meeting. If you do not wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the Meeting as a guest.

Voting of Proxies

On any ballot that may be called for, the Common Shares represented by a properly executed proxy given in favour of the persons designated by management of the Corporation in the enclosed form of proxy will be voted or withheld from voting in accordance with the instructions given on the form of proxy, and if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the accompanying Notice of Meeting and with respect to other matters which may properly come before the Meeting or any adjournment thereof. As of the date of this Circular, management of the Corporation is not aware of any such amendment, variation or other matter 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 thereof, the Common Shares represented by properly executed proxies given in favour of the persons designated by management of the Corporation in the enclosed form of proxy will be voted on such matters pursuant to such discretionary authority.

Non-Registered Shareholders

Only registered holders of Common Shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Corporation are "non-registered" shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares.

A holder of Common Shares is a non-registered (or beneficial) shareholder (a "Non-Registered Holder") if the shareholder's Common Shares are registered either: (a) in the name of an intermediary (an "Intermediary") that the Non-Registered Holder deals with in respect of the Common Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, RDSPs, TFSAs and similar plans; or (b) in the name of a clearing agency (such as CDS & Co.) of which the Intermediary is a participant.

Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about them to the Corporation are referred to as non-objecting beneficial owners

("NOBOs"). Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about them to the Corporation are referred to as objecting beneficial owners ("OBOs"). In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Corporation has elected to send copies of the proxy-related materials, including a form of proxy or VIF (collectively, the "meeting materials") indirectly through Intermediaries for onward distribution to NOBOs and OBOs. Element will also pay the fees and costs of Intermediaries for their services in delivering the meeting materials to NOBOs and OBOs in accordance with NI 54-101. Intermediaries must forward the meeting materials to each Non-Registered Holder (unless the Non-Registered Holder has waived the right to receive such materials), and often use a service company (such as Broadridge Investor Communication Solutions, Canada), to permit the Non-Registered Holder to direct the voting of the Common Shares held by the Intermediary on behalf of the Non-Registered Holder.

Generally, Non-Registered Holders who have not waived the right to receive meeting materials will either:

(a) be given a proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise uncompleted. This form of proxy need not be signed by the Non-Registered Holder. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with Computershare, as described above under "Registered Shareholders"; or

(b) more typically, be given a VIF which must be completed and signed by the Non-Registered Holder in accordance with the directions on the VIF. Non-Registered Holders should submit VIFs to Intermediaries in sufficient time to ensure that their votes are received from the Intermediaries by the Corporation.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Holder who receives either a proxy or a VIF wish to attend and vote at the Meeting (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons named in the form of proxy and insert their own (or such other person's) name in the blank space provided in the form of proxy or, in the case of a VIF, follow the corresponding instructions on the VIF, to appoint themselves as proxyholders, and deposit the form of proxy or submit the VIF in the appropriate manner noted above. Non-Registered Holders should carefully follow the instructions on the form of proxy or VIF that they receive from their Intermediary in order to vote the Common Shares that are held through that Intermediary. Therefore, Non-Registered Holders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate persons, as required.

These meeting materials are being sent to both registered and non-registered owners of the Common Shares. If you are a Non-Registered Holder, and the Corporation or its agent has sent these meeting materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these meeting materials to you directly, the Corporation (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these meeting materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

NOTICE AND ACCESS

The Corporation is utilizing the notice-and-access mechanism (the "Notice-and-Access Provisions") under NI 54-101 and NI 51-102 for distribution of this Circular to both registered and non-registered (or beneficial) shareholders.

The Notice-and-Access Provisions allow reporting issuers to post electronic versions of proxy-related materials, such as this Circular and annual financial statements (the "Proxy-Related Materials") on-line, via the System for Electronic Document Analysis and Retrieval ("SEDAR+") and one other website, rather than mailing paper copies of such materials to Shareholders. Electronic copies of the Circular and audited consolidated financial statements and management's discussion and analysis of the Corporation for the year ended December 31, 2025 and the auditors' report thereon (the "Financial Statements") may be found on the Corporation's SEDAR+ profile at www.sedarplus.com and also on the following website at www.envisionreports.com/ELTQ2026. The Corporation will not use procedures known as "stratification" in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the management information circular to some shareholders with this notice package. In relation to the Meeting, all of the shareholders of the Corporation will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Circular nor the Financial Statements. Shareholders are reminded to review the Circular before voting.

Although the Circular and the Financial Statements are posted electronically, as noted above, shareholders will receive a "notice package", by prepaid mail, which includes the Notice of Meeting, a form of proxy or VIF and supplemental mail list return card for shareholders to request they be included in the Corporation's supplementary mailing list for receipt of the Financial Statements. Shareholders should follow the instructions for completion and delivery contained in the form of proxy or VIF.

The Corporation believes that using the Notice-and-Access Provisions for delivery to all of the Corporation's shareholders promotes environmental responsibility by decreasing the large volume of paper documents generated by printing Proxy-Related Materials and will directly benefit the Corporation through a substantial reduction in both postage and material costs.

Shareholders with questions about Notice-and-Access Provisions can call the Corporation's transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, M5J 2Y1 toll free at 1-866 964-0492. Shareholders may also obtain paper copies of the Proxy Related Materials free of charge by contacting Computershare or upon request to the Senior Vice President & Corporate Secretary of the Corporation by email at [email protected].

A request for paper copies which are required in advance of the Meeting should be sent so that they are received by the Corporation or Computershare as applicable, by April 20, 2026 in order to allow sufficient time for shareholders to receive the paper copies and to return their proxies or VIFs.

VOTING SHARES

Voting Shares

As at March 23, 2026, the Corporation had 397,177,929 Common Shares outstanding, each carrying the right to one vote per share. A simple majority of the votes cast at the Meeting, whether directly, by proxy or otherwise, will constitute approval of any matter submitted to a vote.

Record Date

The Board has fixed March 23, 2026 as the record date for the purpose of determining holders of Common Shares entitled to receive notice of and to vote at the Meeting. Any holder of Common Shares of record at the close of business on the record date is entitled to vote the Common Shares registered in such shareholder's name at that date on each matter to be acted upon at the Meeting.

Principal Shareholders

To the knowledge of the directors and executive officers of the Corporation, based on publicly available records as at March 23, 2026, there were no shareholders who beneficially owned, directly or indirectly, or exercised control or direction over, 10% or more of the voting rights attached to the outstanding Common Shares.

MATTERS TO BE ACTED UPON AT MEETING

All dollar amounts in this Circular are expressed in Canadian dollars unless otherwise indicated.

Financial Statements

The Financial Statements will be presented at the Meeting. No vote with respect to the Financial Statements is required to be taken.

Election of Directors

The Corporation's articles provide for a minimum of three directors and a maximum of fourteen directors. The Board has fixed the number of directors to be elected at the Meeting at ten. Under the bylaws of the Corporation, directors of the Corporation are elected annually. Each director will hold office until the next annual meeting or until the successor of such director is duly elected or appointed, unless such office is earlier vacated in accordance with the bylaws.

In the absence of a contrary instruction, the persons designated by management of the Corporation in the enclosed form of proxy intend to vote FOR the election as directors of each of the proposed nominees whose names are set forth below. Management does not contemplate that any of the proposed nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the Common Shares represented by properly executed proxies given in favour of such nominee(s) may be voted by the persons designated by management of the Corporation in the enclosed form of proxy, in their discretion, in favour of another nominee.

The director nominee profiles set out in this Circular provide detailed information about each nominee for election to the Board, including their expertise, committee memberships, meeting

attendance, public board memberships and voting results for last year's director elections, the number of securities beneficially owned, directly or indirectly, or over which control or direction was exercised, by such person or the person's associates or affiliates as of December 31, 2025, and 2025 total compensation, as applicable. The information as to securities beneficially owned or over which control or direction is exercised, not being within the knowledge of the Corporation, has been furnished by the respective proposed nominees individually.

Re-appointment of Auditors

Ernst & Young LLP are the current auditors of the Corporation. At the Meeting, the holders of Common Shares will be requested to re-appoint Ernst & Young LLP as auditors of the Corporation to hold office until the next annual meeting of shareholders or until a successor is appointed, and to authorize the Board to fix the auditors' remuneration. For information regarding the fees paid by the Corporation to Ernst & Young LLP in 2024 and 2025, please refer to the Corporation's Annual Information Form dated February 24, 2026 and available at www.sedarplus.com.

In the absence of a contrary instruction, the persons designated by management of the Corporation in the enclosed form of proxy intend to vote FOR the re-appointment of Ernst & Young LLP as auditors of the Corporation to hold office until the next annual meeting of shareholders or until a successor is appointed and the authorization of the Board to fix the remuneration of the auditors.

Advisory Vote on the Corporation's Approach to Executive Compensation

The governing objective of the Corporation's executive compensation program is to align executive interests with shareholders' interests. This objective is reflected in the Corporation's philosophy of pay-for-performance, based on competitive market practice, without encouraging excessive or inappropriate risk taking. This approach to executive compensation ensures that executives and shareholders share the common goals of commercial success and enhanced shareholder value. You can find details of the Corporation's executive compensation program in this Circular, including the compensation discussion and analysis starting on page 44.

Holders of Common Shares will be requested to vote on the way the Corporation compensates its executives. This vote is advisory and non-binding on the Corporation and the Board; however, the results will influence how the Compensation and Corporate Governance Committee ("C&CG Committee") considers executive compensation matters in the future. At the Corporation's annual meeting held on May 2, 2025, the resolution regarding executive compensation, substantially similar to the language provided below, was approved with 97.51% of our shareholders who voted on the matter.

The ordinary resolution, which requires a majority vote to be approved, is:

"Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the Management Information Circular delivered in advance of the 2026 Annual Meeting of Shareholders of the Corporation."

In the absence of a contrary instruction, the persons designated by management of the Corporation in the enclosed form of proxy intend to vote FOR this advisory resolution.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This Circular includes forward-looking statements and forward-looking information regarding Element and its business. Such statements and information are based on the current internal expectations, estimates, projections, assumptions and beliefs of Element's management. These statements may include, without limitation, statements relating, but not limited, to our compensation programs, board and committee composition, operations, anticipated financial performance, business prospects and strategies. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions. In some cases, words such as "plan", "expect", "intend", "believe", "anticipate", "estimate", "target", "project", "forecast", "may", "will", "improve", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur are intended to identify forward-looking statements and information.

Forward-looking statements are provided for the purposes of assisting the reader in understanding Element and its business, operations, risks, financial performance, financial position and cash flows as at and for the periods ended on certain dates and to present information about management's current expectations and plans relating to the future and the reader is cautioned that such statements may not be appropriate for other purposes. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking statements or information. Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.

Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. Although Element believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Element cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither Element nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements and information.

Additional information about the risks and uncertainties of Element's business and material factors or assumptions on which information contained in forward-looking statements is based is provided in Element's Annual Information Form and MD&A for fiscal year 2025, filed with the securities regulatory authorities in Canada and available on SEDAR+ at www.sedarplus.ca.

Readers are cautioned that such risk factors are not exhaustive. The forward-looking statements contained in the Circular are expressly qualified by this cautionary statement. Other than as specifically required by applicable Canadian law, Element undertakes no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events, whether as a result of new information, future events, or otherwise.

DIRECTORS

Nominees for Election to the Board of Directors

The following tables provide information on the nominees. Included in these tables is information relating to the nominees' current membership on standing committees of the Board and other public company directorships held in the past five years. The profiles also show the present principal occupation and principal occupations held in the past five years, if different. In addition, the profiles show securities of Element held as of December 31, 2025 by each of the nominees, and these holdings as a multiple of their annual base retainer. Certain other personal information is also included. In the tables, certain information, not being within the knowledge of the Corporation, has been furnished by the respective proposed nominees individually.

| Virginia Addicott – Independent Director
Cleveland, Ohio, U.S.A. | Director since 2020 | Age 62 |
| --- | --- | --- |
| Ms. Addicott serves as a director of Element and is a member of the Credit & Risk and Audit Committees. She was appointed as director in October 2020. Ms. Addicott is an experienced board director and CEO with a focus on transportation, logistics, and digital transformation. Ms. Addicott spent most of her professional career with FedEx, retiring after over 33 years with the company. She last served as CEO of FedEx Custom Critical. She also served as the Executive Officer responsible for the healthcare segment for FedEx globally. Since 2016, Ms. Addicott has been a member of the board of CDW - a multi-brand global technology solutions provider where she is a member of the Audit Committee and the Nominating and Governance Committee. Ms. Addicott also serves on the boards of Smithers Oasis and Student Transportation of America. Ms. Addicott serves as the Chair of Akron Children's Hospital board. Ms. Addicott earned a Bachelor of Science in Education degree, and an Executive MBA degree from Kent State University, Kent, Ohio. |
| Board/ Standing Committee Memberships/2025 Attendance: | Board (6/6 100%), Audit (4/4 100%), C&R (4/4 100%) |
| Public Board Memberships in last five (5) years: | CDW Corporation (since 2016) |
| 2025 Compensation: | $220,000 (100% in DSUs) |
| 2025 Annual Meeting (votes for): | 99.34% |
| Securities held at fiscal year end |
| Fiscal Year | Common Shares (#) | DSUs (#) | Total Value of Securities | Equity Ownership Requirement (within six years of becoming a director) | Value of Securities as Compared to Equity Ownership Requirement |
| 2025 | 5,000 | 63,760 | $2,478,798(1) | $1,320,000 | 188% |
| 2024 | 5,000 | 55,810 | $1,767,139(2) | $1,320,000 | 134% |

(1) Value is based on the closing price of the Common Shares on the TSX on December 31, 2025 ($36.05).
(2) Value is based on the closing price of the Common Shares on the TSX on December 31, 2024 ($29.06).

Laura Dottori-Attanasio – Executive Director

Toronto, Ontario, Canada | Director since 2023 | Age 58

Laura Dottori-Attanasio was appointed President of Element effective February 15, 2023 and became President & CEO May 10, 2023. Prior to joining Element, Ms. Dottori-Attanasio led the Personal and Business Banking division at one of Canada's largest financial institutions. Prior to this role, she oversaw the institution's Risk Management activities as Chief Risk Officer and the Global Corporate Banking and Trading Room Credit in the Capital Markets division. Ms. Dottori-Attanasio serves on the Board of AGF Management Limited where she is also a member of the Audit Committee and the Human Resources and Compensation Committee. In her community work, Ms. Dottori-Attanasio currently serves as a board member of the C.D. Howe Institute, the UHN Foundation, and the Canadian Foundation for Physically Disabled Persons' "A Seat at the Table". She holds an honorary Doctor of Laws degree from Ontario Tech University and a bachelor's degree in finance and economics from the University of Western Ontario.

Board/ Standing Committee Memberships/2025 Attendance:	Board (6/6 100%)
Public Board Memberships in last five (5) years:	AGF Management Limited (since 2024)
Teck Resources Inc. (until 2020)
2025 Compensation:	Board compensation is not paid to executive officers. See “Summary Compensation Table” for Ms. Dottori-Attanasio’s compensation as President & CEO of Element.
2025 Annual Meeting (votes for):	99.99%

Securities held at fiscal year end(1)

Fiscal Year	Common Shares (#)	RSUs (#)	Total Value of Securities	Equity Ownership Requirement (within five years of becoming CEO)	Value of Securities as Compared to Equity Ownership Requirement
2025	361,800(2)	151,931	$18,355,554(3)	$5,500,000(5)	334%(5)
2024	263,000	111,062	$10,870,242(4)	$5,500,000	198%

(1) In addition to the securities listed in this table, Ms. Dottori-Attanasio holds share-based awards. Please see "Incentive Plan Awards - Outstanding share-based awards" for further details about Ms. Dottori-Attanasio's share-based awards.
(2) This includes 46,200 Common Shares purchased by Ms. Dottori-Attanasio in 2026.
(3) Value is based on the closing price of the Common Shares on the TSX on December 31, 2025 ($36.05). Value of Common Shares purchased in 2026 is based on the average purchase price ($32.49).
(4) Value is based on the closing price of the Common Shares on the TSX on December 31, 2024 ($29.06).
(5) Ms. Dottori-Attanasio is subject to the equity ownership requirements as President & CEO of the Corporation. See "Compensation Discussion and Analysis – Equity Ownership Requirements".

Paolo Ferrari – Independent Director

Westport, Connecticut, U.S.A. | Director since 2025 | Age 55

Mr. Ferrari serves as a director of Element and is a member of the Credit & Risk and Audit Committees.. Mr. Ferrari also serves on the Board of Directors of Penske Corporation, a privately held diversified transportation services company that operates across various sectors, including retail automotive, truck leasing, logistics, and professional motorsports. He is the former Chief Executive Officer of Bridgestone Americas, Chief Executive Officer of Bridgestone West, and Joint Global Chief Operations Officer of Bridgestone Japan and held various Executive Officer roles at Bridgestone since 2016. Prior to joining Bridgestone, Mr. Ferrari was Chief Executive Officer of Pirelli North America and Latin America. His past roles also included CEO roles in telecom and technology with the TIM (Telecom Italia Mobile) Group, and executive roles with media group L'Espresso, and with the investment banking division of Credit Suisse First Boston. Mr. Ferrari received a degree in Business Economics from Bocconi University in Milan, and a Masters Business Administration from Stern School of Business at New York University.

Board/ Standing Committee Memberships/2025 Attendance:	Board (3/3 100%), Audit (2/2 100%), C&R (2/2 100%)
Public Board Memberships in last five (5) years:	Nil
2025 Compensation:	$146,056 (100% in DSUs)
2025 Annual Meeting (votes for):	99.98%

Securities held at fiscal year end

Fiscal Year	Common Shares (#)	DSUs (#)	Total Value of Securities	Equity Ownership Requirement (within six years of becoming a director)	Value of Securities as Compared to Equity Ownership Requirement
2025	-	4,234	152,636(1)	$1,320,000	12%
2024	N/A	N/A	N/A	N/A	N/A

(1) Value is based on the closing price of the Common Shares on the TSX on December 31, 2025 ($36.05).

G. Keith Graham – Independent Director

Chatham, Ontario, Canada | Director since 2018 | Age 64

	Mr. Graham serves as a director of Element and is Chair of the Audit Committee. He was appointed as director in May 2018. Mr. Graham is the Founder and President of Rondeau Capital Inc., a private investment and advisory company, where he actively managed investments from 2009 to 2017. He has over 25 years of experience as a Portfolio Manager and Senior Executive with firms such as AGF Funds Inc., a diversified global asset management firm, Trimark Investments, a privately-owned investment management firm, and Ontario Teachers' Pension Plan, one of the world's largest single-profession pension plans and private equity investors. Mr. Graham has served as a director of Badger Infrastructure Solutions, a TSX listed company, since 2022. Mr. Graham holds the Chartered Financial Analyst designation and earned a Master of Business Administration from the Ivey School of Business at the University of Western Ontario.
	Board/ Standing Committee Memberships/2025 Attendance:			Board (6/6 100%), Audit (4/4 100%)
	Public Board Memberships in last five (5) years:			Badger Infrastructure Solutions Ltd. (Since 2022)
	2025 Compensation:			$245,000 (50% in DSUs)
	2025 Annual Meeting (votes for):			99.07%
Securities held at fiscal year end
Fiscal Year	Common Shares (#)	DSUs (#)	Total Value of Securities	Equity Ownership Requirement (within six years of becoming a director)	Value of Securities as Compared to Equity Ownership Requirement
2025	25,000	81,842	$3,851,654(1)	$1,320,000	292%
2024	50,000	76,493	$3,675,887(2)	$1,320,000	278%

Rubin J. McDougal – Independent Director

Alpine, Utah, U.S.A. | Director since 2018 | Age 69

Mr. McDougal was appointed as a director to the Element Board in May 2018 and Chairs the Credit & Risk Committee. Mr. McDougal provides advisory support to a broad range of privately held enterprises and has served in global finance leadership roles in Asia, Europe and the United States. Mr. McDougal served as Chair of Boart Longyear until its sale in 2024 and has been a board member of Speedcast a privately held company, since 2021. Mr. McDougal was a director of Novitex Enterprise Solutions, Inc., a managed services provider in the document outsourcing industry, from 2014 to 2017. Mr. McDougal was the CFO of Great Wolf Resorts from 2018 to 2021 and the CFO of CEVA Logistics, a global supply chain services provider based in Amsterdam, from 2009 to 2016. Mr. McDougal holds a Master of Business Administration degree from Western Michigan University.

Board/ Standing Committee Memberships/2025 Attendance:	Board (6/6 100%), C&R (4/4 100%)
Public Board Memberships in last five (5) years:	Boart Longyear (until 2024)
2025 Compensation:	$245,000 (100% in DSUs)
2025 Annual Meeting (votes for):	99.99%

Securities held at fiscal year end

Fiscal Year	Common Shares (#)	DSUs (#)	Total Value of Securities	Equity Ownership Requirement (within six years of becoming a director)	Value of Securities as Compared to Equity Ownership Requirement
2025	23,000	129,943	$5,513,595(1)	$1,320,000	418%
2024	23,000	119,921	$4,153,284(2)	$1,320,000	315%

Tracey McVicar – Independent Director Vancouver, B.C., Canada	Director since 2025	Age 57
	Ms. McVicar serves as a director of Element and is a member of the Audit and Compensation & Corporate Governance Committees. She is currently a Partner at CAI Capital Partners, a private equity firm she joined in 2003. Prior to this role, she held senior positions in investment banking at Raymond James Ltd. and RBC Capital Markets. Ms. McVicar was a director of Teck Resources Ltd. from 2014 to 2024 where she served as Chair of the Audit Committee and is a past director of BC Hydro Corporation where she chaired the Audit & Finance Committee. Ms. McVicar is also Chair and/or a director of a number of CAI portfolio companies. She is a graduate of the University of British Columbia (B.Comm., Finance) and holds a Chartered Financial Analyst (CFA) designation and the Institute of Corporate Directors Designation (ICD.D).
Board/ Standing Committee Memberships/2025 Attendance:	Board (3/3 100%), Audit (2/2 100%), C&CG (2/2 100%)
Public Board Memberships in last five (5) years:	Teck Resources Ltd. (until 2024)
2025 Compensation:	$146,056 (100% in DSUs)
2025 Annual Meeting (votes for):	99.92%
Securities held at fiscal year end
Fiscal Year	Common Shares (#)	DSUs (#)
2025	8,000	4,234
2024	N/A	N/A

(1) Value is based on the closing price of the Common Shares on the TSX on December 31, 2025 ($36.05).

Andrea Rosen – Independent Director Toronto, Ontario, Canada	Director since 2019	Age 71
	Ms. Rosen was elected as director in May 2019 and is a member of the Credit & Risk and the Compensation & Corporate Governance Committee. She has been a corporate director since 2006 and served on the Board of Directors of Ceridian HCM Holdings Inc. from 2018 to 2026, Manulife Financial Corporation from 2011 to 2024, Emera Inc. from 2007 to 2024, Alberta investment Management Corporation from 2008 to 2017 and Hiscox Ltd. from 2006 to 2015. Prior to January 2005, her experience includes more than a decade with TD Bank Financial Group, where she ultimately served as Vice Chair, TD Bank Financial Group and President of TD Canada Trust. She previously served on the board of the Institute of Corporate Directors (not-for-profit). Ms. Rosen has an LLB from Osgoode Hall Law School an MBA from the Schulich School of Business at York University, a Bachelor of Arts from Yale University and an honorary LL.D from Cape Breton University.
Board/ Standing Committee Memberships/2025 Attendance:	Board (6/6 100%), C&CG (5/5 100%), C&R (4/4 100%)
Public Board Memberships in last five (5) years:	Dayforce, Inc. (previously Ceridian HCM Holding Inc.) (until 2026), Manulife Financial Corporation (until 2024) and Emera Inc. (until 2024)
2025 Compensation:	$220,000 (100% in DSUs)
2025 Annual Meeting (votes for):	98.92%
Securities held at fiscal year end
Fiscal Year	Common Shares (#)	DSUs (#)
2025	10,000	96,445
2024	10,000	87,840

Kathleen Taylor – Independent Director
Toronto, Ontario, Canada | Director since 2023 | Age 68

	Ms. Taylor was appointed as director on November 21, 2023 and became Chair of the Board on May 15, 2024. Ms. Taylor currently serves as Chair of Altas Partners, a Toronto-based private equity firm. She is also Vice Chair of the Adecco Group AG, a director of Air Canada and Mattamy Asset Management, and the Chair of the Advisory Board of the Cabot Collection. In her community work, Ms. Taylor is Chancellor of York University, Chair of the Board of Trustees for the Hospital for Sick Children and a member of the Board of the SickKids Foundation. Ms. Taylor is the former Chair of the Board of the Royal Bank of Canada, a former director of CPP Investments and the former President and Chief Executive Officer of Four Seasons Hotels and Resorts. Ms. Taylor is a member of the C.D. Howe Institute's National Council and Co-Chair of their Human Capital Policy Council. She also serves on the Dean's Advisory Council of the Schulich School of Business. Ms. Taylor holds an MBA from the Schulich School of Business, a law degree from Osgoode Hall Law School, and a Bachelor of Arts (honours) from the University of Toronto. Ms. Taylor is a Member of the Order of Canada and has received honorary doctorates from several Canadian universities.
	Board/ Standing Committee Memberships/2025 Attendance:			Board (6/6 100%), C&CG (5/5 100%)
	Public Board Memberships in last five (5) years:			Air Canada (since 2016); Adecco Group AG (until April 2026); Royal Bank of Canada (until 2023);
	2025 Compensation:			$385,000 (100% in DSUs)
	2025 Annual Meeting (votes for):			98.62%
Securities held at fiscal year end
Fiscal Year	Common Shares (#)	DSUs (#)	Total Value of Securities	Equity Ownership Requirement (within six years of becoming a director)	Value of Securities as Compared to Equity Ownership Requirement
2025	30,000(1)	26,029	$1,993,616(2)	$2,310,000	86%
2024	20,000	13,821	$982,838(3)	$2,310,000	43%

(1) This includes 10,000 shares purchased by Ms. Taylor in 2026.
(2) Value is based on the closing price of the Common Shares on the TSX on December 31, 2025 ($36.05). Value of Common Shares purchased in 2026 is based on the average purchase price ($33.43).
(3) Value is based on the closing price of the Common Shares on the TSX on December 31, 2024 ($29.06).

Keith Taylor – Independent Director
Burlingame, California, U.S.A | New nominee | Age 64

Mr. Taylor is a nominee for director of Element. He is a distinguished finance executive with over 30 years of experience in finance related corporate roles. He most recently served as Executive Vice President and Chief Financial Officer of Equinix, Inc., a leading multinational digital infrastructure company listed on the NASDAQ, until his retirement in 2026, a position he held for over 20 years. Mr. Taylor is also a director of Invitation Homes Inc. where he is Chair of the Compensation Committee and Management Development Committee and a member of the Audit Committee. Mr. Taylor received his BBA in Accounting from Bishop's University, is a member of the Canadian Institute of Chartered Accountants, and is a founding member of the U.S. Chapter of His Majesty, King Charles' sponsored global Accounting for Sustainability (A4S) CFO Leadership Network.

Board/ Standing Committee Memberships/2025 Attendance:	N/A
Public Board Memberships in last five (5) years:	Invitation Homes Inc. (since 2023)
2025 Compensation:	N/A
2025 Annual Meeting (votes for):	N/A

Luis Manuel Téllez Kuenzler – Independent Director Mexico City, Mexico	Director since 2024	Age 67
	Mr. Téllez serves as a director of Element and is a member of the Credit & Risk and Audit Committees. He is an economist with a career that spans leadership roles in both private and public sectors in Mexico. Mr. Téllez currently runs his own consulting firm, LTK y Asociados, where he advises a number of large companies across various industries. He also currently serves on the Board of Directors of Grupo Aeroportuario del Pacífico and Organizacion Cultiba and was previously a director on several other public companies. Previously, Mr. Téllez was a Senior Advisor and Head of Mexico for Kohlberg Kravis Roberts (KKR) from 2015 to 2023 and Chairman and CEO of the Mexico Stock Exchange from 2009 to 2014. Mr. Téllez is also the former Minister of Communications and Transportation from 2006 to 2009 along with various other prior roles in the Mexican government. Mr. Téllez received a Doctorate in Industrial Chemistry from the Massachusetts Institute of Technology and a Bachelor's Degree in Economics from Instituto Tecnológico Autónomo.
Board/ Standing Committee Memberships/2024 Attendance:	Board (6/6 100%), Audit (24/4 100%), C&R (4/4 100%)
Public Board Memberships in last five (5) years:	Grupo Aeroportuario del Pacífico (since 2017); Organizacion Cultiba (since 2010); Chubb Ltd. (until 2023)
2025 Compensation:	$220,000 (100% in DSUs)(1)
2025 Annual Meeting (votes for):	98.95%
Securities held at fiscal year end
Fiscal Year	Common Shares (#)	DSUs (#)
2025	5,519	12,144
2024	-	5,223

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of Element, no proposed nominee for election as a director of Element has been, at the date of this Circular or within the last 10 years: (a) a director, chief executive officer or chief financial officer of any company that, while that person was acting in that capacity, (i) was the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days, or (ii) was the subject of an event that resulted, after that person ceased to be a director or chief executive officer or chief financial officer, in the company being the subject of such an order; or (b) a director or executive of a company that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, except that:

i. Rubin McDougal was an independent director of Boart Longyear in 2021 when it went through a Scheme of Arrangement in which debt was converted to equity.

No proposed director of the Corporation has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Majority Voting Policy

Element has adopted a majority voting policy. Pursuant to the policy, shareholders vote for the election of individual directors at each annual meeting of shareholders, rather than for a fixed slate of directors. Further, in an uncontested election of directors at an applicable meeting of shareholders, the votes cast in favour of the election of a director nominee must represent a majority of the shares voted and withheld for the election of the director. If that is not the case, that director must immediately tender his or her resignation to the Chair of the Board following the applicable meeting of shareholders. A director who tenders his or her resignation under this policy may not participate in any meeting of the C&CG Committee or the Board at which the resignation is considered. The C&CG Committee will consider such tendered resignation and recommend to the Board the action to be taken with respect to such tendered resignation. Absent exceptional circumstances, the Board will accept such tendered resignation. In any event, the resignation will be accepted (or in rare cases rejected) within 90 days of the applicable meeting of shareholders. The Board will promptly disclose its decision, including reasons for its decision, via press release. The Corporation shall provide a copy of such press release to the TSX. If the Board determines not to accept the resignation, the press release must fully state the reasons for that decision. A copy of the Corporation's majority voting policy can be accessed on Element's website at www.elementfleet.com.

Director Term Limits/Mandatory Retirement

The Board has established director term limits in order to balance the value of experience with the benefits of new perspectives and ongoing board renewal. A director's term limit is the earlier of 12 years of service and 75 years of age. In addition, each Committee chair has a term limit of five years, subject to the Board's discretion to extend a Committee chair's term if the Board deems that to be prudent and in the best interest of the Board and the applicable Committee. Term limits do not take precedence over our annual Board evaluation process. Nominations for re-election as director will be based on the skills and effectiveness of each director and the needs of the

Board considering the Corporation's strategic objectives. As part of the Board evaluation process, the average tenure of the Board is also taken into consideration. Following the Meeting and assuming that all nominees for director are elected, the average tenure of the Board would be approximately four years, ranging from one year to eight years.

Director Interlocks

In accordance with the Corporation's policies, no more than two directors may serve together on the same board of another public company, and those same two directors may not serve together on the boards of more than one other public company, in each case without the prior consent of the Chair of the Board. In addition, the C&CG Committee reviews director interlock as part of its annual evaluation of director independence. As of the date hereof, there are no interlocking board memberships.

2025 Director Attendance

The attendance record for each individual director standing for re-election at the Meeting is set out in the director profiles above.

The C&CG Committee reviews the attendance record of each director as part of the nomination process. The Board will require a director to tender his or her resignation if such director did not meet a minimum attendance requirement (75% of meetings in a given year), subject to a review of extenuating circumstances for such director. All directors met the minimum attendance requirements in 2025.

Director Skills Assessment

The Board has constituted the C&CG Committee to conduct an annual assessment of the Board's performance, an assessment of each committee's performance, as well as that of each individual director. Through the Board evaluation process and ongoing monitoring of the needs of the Corporation, if additional expertise and skill sets are identified then the C&CG Committee will consider recruiting an additional director. Prospective new director nominees are interviewed by the Chair of the C&CG Committee and the Chair of the Board and considered by the entire C&CG Committee for recommendations to the Board as potential nominee directors.

The matrix below illustrates the mix of experience, knowledge and understanding possessed by the proposed director nominees in the categories that are relevant to the Corporation that enable the Board to better carry out its fiduciary responsibilities. While each of the proposed director nominees have skills and experience in a number of the following areas, the matrix below identifies the six categories that are most applicable to each nominee. The Board has a broad range of skills across all of these dimensions, evidenced by at least two directors including each skill in their top six selections. Additional information about the background and experience of each of the proposed director nominees can be found in their bio above as well as in the Statement of Corporate Governance Practices below under the applicable committee description.

	Virginia Addicott	Laura Dattori-Attanasio	Paolo Ferrari	Keith Graham	Rubin McDougal	Tracey McVicar	Andrea Rosen	Kathleen Taylor	Keith Taylor	Luis Tellez
Accounting / Finance		X		X	X	X	X		X	X
Business-to-Business					X	X			X	X
Business Transformation	X		X	X	X		X
Capital Markets Financing		X		X	X	X	X		X	X
Credit Risk Management		X			X		X
Enterprise Risk Management		X	X			X		X
Human Resources & Compensation				X		X	X	X	X
Information Technology	X		X
International Business	X				X			X	X	X
Mid/Large Company Senior Executive	X	X	X	X				X	X	X
Operations Management	X	X	X					X
Strategic Planning	X		X	X		X	X	X
Sustainability and Climate										X

Director Compensation and Required Equity Ownership

Director compensation is set by the Board on the recommendation of the C&CG Committee and in accordance with director compensation guidelines and principles established by the C&CG Committee. Under these guidelines and principles, the Board seeks to maintain director compensation at a level that is competitive with director compensation at comparable companies and requires a substantial portion of such compensation to be taken in the form of deferred share units ("DSUs").

The Board has established a formal equity ownership policy requiring that each non-employee director hold at least six times his or her annual retainer in Common Shares and/or DSUs based on the closing price of the Common Shares at the end of the most recently completed fiscal year. Based on the current annual retainer for 2026 as set forth under "Directors' Compensation", the equity ownership requirement is equal to $1,800,000 for directors and $2,880,000 for the Board Chair. Each director is required to comply with this equity ownership requirement by no later than six years from the date of becoming a director. In addition, each non-employee director is required to hold at least 5,000 Common Shares by no later than one year from the date of becoming a director. Until the foregoing minimums are achieved, a director must take all remuneration paid to him or her in the form of DSUs, subject to certain restrictions imposed during blackout periods.

All directors are currently in compliance with the equity ownership policy. The details of each director's equity ownership are set forth in their biography above.

Effective January 1, 2014, the granting of Options (as defined below) to non-employee directors under the Option Plan was discontinued. There are no outstanding Options held by non-executive director.

Directors' Compensation

There was no change in director compensation in 2025 as compared to 2024. The components of director compensation are set forth in the table below.

Fee Description^{(1)(2)}	2023 Amounts ($)	2024 Amounts ($)	2025 Amounts ($)
Annual Board Chair Retainer	385,000	385,000	385,000
Annual Board Retainer	220,000	220,000	220,000
Committee Member Retainer	nil	nil	nil
Committee Chair Retainer	25,000	25,000	25,000
Meeting Fee	nil	nil	nil

(1) 50% of the directors' compensation is payable in DSUs and directors may elect to take the remainder of their annual compensation in the form of DSUs and/or cash, provided that directors must receive DSUs until they comply with the shareholding requirements of the Corporation's equity ownership policy for directors.
(2) Directors may also receive further retainers and meeting fees for participation on ad hoc committees.

The following table sets forth all amounts of compensation earned by non-executive directors of the Corporation for fiscal year 2025.

Name^{(1)}	Cash fees earned ($)	Share-based awards^{(2)} ($)	Total ($)
Virginia Addicott	—	220,000	220,000
Andrew Clarke	—	220,000	220,000
Paolo Ferrari^{(3)}		146,056	146,056
Keith Graham	122,500	122,500	245,000
Joan Lamm-Tennant		245,000	245,000
Rubin McDougal	—	245,000	245,000
Tracey McVicar^{(3)}		146,056	146,056
Arielle Meloul-Wechsler		220,000	220,000
Andrea Rosen	—	220,000	220,000
Kathleen Taylor	—	385,000	385,000
Luis Tellez		220,000	220,000

(1) Compensation paid to President & CEO Laura Dottori-Attanasio is set out under the heading "Compensation Discussion and Analysis – Summary Compensation Table".
(2) DSUs were issued to directors based on the 10-day volume weighted average price of the Common Shares preceding the grant date, as per the terms of the Corporation's DSU Plan.
(3) Paolo Ferrari and Tracey McVicar were elected to the Board effective May 2, 2025.

In 2025, the Committee worked with Hugessen Consulting to conduct a review of director compensation. This resulted in recommended increases to director compensation that are effective in 2026 to better align the compensation for directors with the market for director talent. The Committee approved increasing the annual director retainer to $300,000, the Board Chair retainer to $480,000 and the Committee Chair retainer to $35,000. Provided a director has satisfied their equity ownership requirements, they may elect to receive up to 40% of their retainer in cash, with the remainder to be paid through equity grants.

Outstanding Share-Based Awards

The following table sets out all share-based (DSU) awards outstanding as of December 31, 2025 for all non-executive directors of the Corporation. There are no option-based awards or unvested share-based awards outstanding for any non-executive directors.

| Name | Share-based Awards
Market or payout value of share-based awards not paid out or distributed(1)
($) |
| --- | --- |
| Virginia Addicott | 2,298,548 |
| Paolo Ferrari | 152,636 |
| Keith Graham | 2,950,404 |
| Joan Lamm-Tennant | 9,038,456 |
| Rubin McDougal | 4,684,445 |
| Tracey McVicar | 152,636 |
| Andrea Rosen | 3,476,842 |
| Kathleen Taylor | 938,345 |
| Luis Tellez | 437,791 |

(1) The market or payout value of DSUs that are payable after the director resigns from the Board and the noted amount is based on the closing price of the Common Shares on the TSX on December 31, 2025 ($36.05).

Value Vested or Earned During the Year

The table below sets out all Element DSUs held by non-executive directors of the Corporation that vested or earned in 2025 but have not been paid out as of December 31, 2025. There are no Options held by non-executive directors.

Name	Share-based awards – Value vested during the year ($)^{(1)}
Virginia Addicott	243,265
Paolo Ferrari	151,590
Keith Graham	135,476
Joan Lamm-Tennant	270,916
Rubin McDougal	270,916
Tracey McVicar	151,590
Andrea Rosen	243,265
Kathleen Taylor	425,714
Luis Tellez	243,265

(1) Share awards are the DSUs awarded in 2025. DSUs are paid out in cash only after the director retires from the Board.
(2) Values are based on the closing price of the Common Shares on the TSX on December 31, 2025 ($36.05).

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Corporation's corporate governance disclosure obligations are set out in the Canadian Securities Administrators' National Instrument 58-101 – Disclosure of Corporate Governance Practices ("NI 58-101"), National Policy 58-201 – Corporate Governance Guidelines and National Instrument 52-110 – Audit Committees ("NI 52-110"). These instruments set out a series of guidelines and requirements for effective corporate governance (collectively, the "Guidelines"). The Guidelines address matters such as the constitution and independence of corporate boards, the functions to be performed by boards and their committees and the effectiveness and education of board members. NI 58-101 requires the disclosure by each listed corporation of its approach to corporate governance with reference to the Guidelines.

Set out below is a description of the Corporation's approach to corporate governance in relation to the Guidelines.

Board of Directors

The Board is currently comprised of ten directors: Virginia Addicott, Laura Dottori-Attanasio, Keith Graham, Paolo Ferrari, Joan Lamm-Tennant, Rubin McDougal, Tracey McVicar Andrea Rosen, Kathleen Taylor and Luis Tellez. Independent director and Board Chair Kathleen Taylor was appointed to the Board on November 21, 2023 and assumed the role of Board Chair on May 15, 2024. As detailed under "Matters to be Acted Upon – 2. Election of Directors", if the director nominees are elected at the Meeting, the Board will be comprised of ten directors, nine of whom are independent.

The primary function of the Board is to provide governance and oversight of the business; more specifically, the strategic planning process, risk management, executive succession planning, disclosure policy, internal controls, corporate governance, executive compensation, director compensation and material transactions and contracts. The Board is also responsible for the hiring, onboarding and annual evaluation of the President & CEO and similarly, the director composition, skillsets and experience. The Board has established an Audit Committee, the C&CG Committee and a Credit & Risk Committee (the "C&R Committee"). The Board has delegated to the applicable committee those duties and responsibilities set out in each committee's mandate. From time to time, the Board may appoint ad hoc committees to assist it in handling specific matters. Where such ad hoc committees are established, the Board delegates a specific mandate to such ad hoc committee.

Audit Committee

The Audit Committee is comprised of five directors of the Corporation, Keith Graham (Chair), Virginia Addicott, Paolo Ferrari, Tracey McVicar and Luis Tellez, each of whom is considered to be independent and financially literate for purposes of NI 52-110. In addition, Mr. Graham, Ms. McVicar and Mr. Tellez have financial expertise as set forth in the director skills assessment matrix above. The members of the Audit Committee are appointed annually by the Board, and each member of the Audit Committee serves at the pleasure of the Board until the member resigns, is removed, or ceases to be a member of the Board. Following the conclusion of the Meeting, it is expected that Keith Taylor, whom is considered to be independent and financially literate for purposes of NI 52-110, will become a member of the Audit Committee, replacing Tracey McVicar who will be coming off of the Audit Committee in connection with her taking over as Chair of the C&CG Committee.

The primary mandate of the Audit Committee is to provide assistance to the Board in fulfilling its responsibility to the shareholders, potential shareholders and the investment community, to

oversee the work and review the qualifications and independence of the external auditors of Element, to review the financial statements of Element and public disclosure documents containing financial information and to assist the Board with the legal compliance and ethics programs as established by management and by the Board and as required by law.

The responsibilities of the Audit Committee are set out in the Corporation's Audit Committee Charter, the text of which is included as Appendix A to the Corporation's Annual Information Form dated February 24, 2026, a copy of which is available on SEDAR+ at www.sedarplus.ca. Please refer to the section entitled "Audit Committee" contained therein for further information.

Compensation & Corporate Governance Committee

The C&CG Committee is currently comprised of four directors, Joan Lamm-Tennant (Chair), Tracey McVicar, Kathleen Taylor and Andrea Rosen, each of whom is considered to be independent as defined in NI 58-101. The C&CG Committee conducts its business on the basis of majority approval, which encourages an objective process for determining compensation.

The members of the C&CG Committee are appointed annually by the Board, and each member of the C&CG Committee serves at the pleasure of the Board until the member resigns, is removed, or ceases to be a member of the Board. Ms. Lamm-Tennant, Ms. McVicar, Ms. Rosen and Ms. Taylor have several years of direct experience with the design, implementation or oversight of compensation programs that is relevant to their responsibilities on the C&CG Committee and that they draw upon to make decisions on the suitability of the Corporation's compensation policies and practices. Following the conclusion of the Meeting, it is expected that Ms. McVicar will become Chair of the C&CG Committee, replacing Joan Lamm-Tennant who is not standing for re-election.. It is also expected that Virginia Addicott, who is considered to be independent for purposes of NI 58-101, will become a member of the C&CG Committee. Ms. Addicott has prior experience as a corporate executive and public company director, including with respect to corporate governance and compensation matters.

The primary mandate of the C&CG Committee with respect to compensation is to approve strategic objectives relevant to the business and reinforce compensation principles through its pay for performance decisions, as it pertains to performance assessment and compensation of the members of the Board, the President & CEO and of the executives (as recommended by the President & CEO). The actions that the C&CG Committee takes to fulfil its responsibilities in developing the Corporation's approach to compensation, include, among other things: (a) reviewing and approving the compensation peer group; (b) evaluating performance; (c) reviewing pay for performance alignment; (d) reviewing and approving the Corporation's annual salary budget and incentive plan pool; (e) reviewing and evaluating the Corporation's compensation programs; and (f) consulting with independent compensation advisors.

The primary mandate of the C&CG Committee with respect to corporate governance is to assess the effectiveness of the Board, of committees of the Board and of the directors of the Board, to recommend to the Board candidates for election as directors and candidates for appointment to Board committees, to oversee the Corporation's executive succession planning and to advise the Board on enhancing Element's corporate governance through a continuing assessment of Element's approach to corporate governance. The actions that the C&CG Committee takes to fulfil its responsibilities with respect to corporate governance, include, among other things: (a) conducting periodic reviews of the Corporation's corporate governance policies; (b) reviewing the Corporation's public disclosure in respect of corporate governance; (c) reviewing the mandate of the Board and each committee of the Board; (d) ensuring that the Board and each of its committees function independently of management; (e) monitoring for any real or perceived

conflicts of interest of both the Board and management; and (f) overseeing climate, sustainability and health and safety issues.

Credit & Risk Committee

The C&R Committee is currently comprised of five directors, Rubin McDougal (Chair), Virginia Addicott, Paolo Ferrari, Andrea Rosen and Luis Tellez, each of whom is considered to be independent under NI 58-101. The members of the C&R Committee are appointed annually by the Board, and each member of the Committee serves at the pleasure of the Board until the member resigns, is removed, or ceases to be a member of the Board. Following the conclusion of the Meeting, it is expected that Keith Taylor, who is considered to be independent for purposes of NI 52-110, will become a member of the C&R Committee, replacing Virginia Addicott who is expected to join the C&CG Committee.

The primary mandate of the C&R Committee is to assist the Board in fulfilling its oversight responsibilities with regard to: (a) the performance and quality of the Corporation's credit portfolio; (b) major risks inherent in the Corporation's business activities; (c) the cyber risk landscape and the Corporation's cyber security program; and (d) the Corporation's enterprise risk management framework.

Independence of the Board

NI 58-101 defines an "independent director" as a director who has no direct or indirect material relationship with the Corporation. A "material relationship" is in turn defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with such member's independent judgment. In determining whether a particular director is an "independent director" or a "non-independent director", the Board considers the factual circumstances of each director in the context of the Guidelines, with specific reference to the independence criteria set forth in sections 1.4 and 1.5 of NI 52-110.

The Board is currently comprised of ten members, nine of whom are "independent directors" within the meaning of NI 58-101. The nine independent directors are currently Virginia Addicott, Paolo Ferrari, Keith Graham, Joan Lamm-Tennant, Rubin McDougal, Tracey McVicar, Andrea Rosen, Kathleen Taylor and Luis Tellez. Ms. Dottori-Attanasio is not independent for the purposes of NI 58-101 because she is a member of management of Element. If the proposed nominees are elected to the Board (see "Matters to be Acted Upon – 2. Election of Directors"), the Board will be comprised of ten members, consisting of nine independent directors as well as Ms. Dottori-Attanasio, who is not independent for the purposes of NI 58-101.

Independent Chair

The roles of the Chair and President & CEO are separate. The Chair is independent and responsible for the management, development and effective functioning of the Board and provides leadership in every aspect of its work. The position description for the Chair sets out the Chair's key responsibilities, which include setting the Board meeting agenda in consultation with the other members of the Board and the President & CEO and chairing all Board meetings. The Chair provides leadership to the directors and ensures the Board is independent from management. The Chair and each committee can also engage outside consultants without consulting management. This helps ensure they receive independent advice as they feel necessary. The Corporation does not provide the Chair with a second or casting vote in the event of a tie vote at Board meetings.

Meeting In-Camera

The Board and Board committees meet without management and non-independent directors at the end of all meetings and, in some cases, at the beginning of meetings. These discussions generally form part of the committee chairs' reports to the Board. The Chair encourages open and candid discussions among the independent directors by providing them with an opportunity to express their views on key topics before decisions are taken. Independent consultants and/or advisors to the Board may be invited to attend a portion of the in-camera session to address questions of the committee and/or Board.

Executive Succession Planning

The C&CG Committee (with the advice of the Chair) has primary oversight of executive succession planning. The C&CG Committee annually reviews succession and development plans for the President & CEO and key executive roles. An emergency contingency plan has been adopted by the C&CG Committee and the Board that contemplates a scenario in which the President & CEO suddenly and unexpectedly is unable to perform their duties for an extended period.

Board Mandate

The Board is responsible for the overall stewardship of the Corporation. The Board discharges this responsibility directly and through delegation of specific responsibilities to Board committees, the Chair, and officers of the Corporation, all as more particularly described in the Board Mandate adopted by the Board.

As set out in the Board Mandate, the Board has established three committees to assist with its responsibilities: the Audit Committee, the C&CG Committee and the C&R Committee. Each of the Audit Committee, the C&CG Committee and the C&R Committee has a mandate defining its responsibilities. The Board Mandate also provides for the establishment of additional committees of the Board. The Board Mandate is attached as Appendix A.

Position Descriptions

The Board has written position descriptions for the Chair and the President & CEO. The Board Mandate and the committee mandates for the Audit Committee, C&CG Committee and the C&R Committee set out in writing the responsibilities of the Board and the committees for supervising management of the Corporation.

Strategic Oversight

One of the Board's primary areas of focus is working with management to set the strategic direction for the Corporation and ensure that the organization is well positioned to achieve its strategic objectives. For 2025, this included, among other matters, the successful execution of Element's growth strategy, Element's initiatives to enhance its digital capabilities, oversight of key strategic partnerships and acquisitions, the ongoing development of Element's sustainability strategy, and the continued oversight of Element's enterprise risk management program. The Board engaged with management on several occasions to review management's assessment of the fleet management and mobility industries, test assumptions and align on management's go-to-market strategies. By undertaking this comprehensive review, the Board worked with management to shape the Corporation's plans for growth. The Board also worked closely with management in assessing strategic opportunities and reviewing and approving management's plans with respect to key strategic initiatives, including the launch of the Element Mobility division and Element's acquisition of Car IQ to enhance the Corporation's digital payment capabilities..

In addition, the Board undertakes a comprehensive review and approval process of Element's Global Balanced Scorecard, which distils the Corporation's strategy into key strategic objectives with corresponding performance measures and target ranges. Element's progress is reviewed at each Board meeting, with a mid-year review to ensure the measures and targets are driving the right behaviours and outcomes. The Board also reviews and approves the annual objectives of the President & CEO and reviews progress against those objectives on a quarterly basis. The Board Chair also regularly meets with the President & CEO to discuss the Company's progress against its strategic objectives and to ensure that important topics are brought forward for discussion with the Board.

Risk Management

The Board takes an active role in overseeing Element's risk management practices. The C&R Committee receives quarterly updates from management on Element's key risks, such as credit risk, treasury risk, and cybersecurity and technological risks, including with respect to information technology and artificial intelligence. These quarterly updates include an assessment of the likelihood and impact of the risks and management's risk mitigation strategies. The C&R Committee previously assisted management with the creation of an Enterprise Risk Index (which is a metric on Element's Global Balanced Scorecard) and helps the Corporation monitor its risk profile, track its mitigation efforts and inform course-correction as required. The C&R Committee reviews the Corporation's performance with respect to the Enterprise Risk Index on a quarterly basis. The C&R Committee regularly engages in discussion with management and then reports to the full Board with any material information.

Sustainability

Sustainability remains a key area of focus for the Corporation's Board and management team. The Board works with management to assess Element's sustainability performance, with oversight provided by the C&CG Committee. This includes aligning with management on Element's sustainability priorities, which in 2025 included: (a) enhancing sustainability disclosures in alignment and compliance with leading frameworks and standards, (b) tracking progress against science-based targets, (c) reducing the Corporation's carbon emissions and supporting our clients to reduce the carbon emissions of their fleets, including our goal of transitioning 350,000 client vehicles to EVs by 2030, (d) improving driver safety across Element's client base, (e) promoting broad representation among our suppliers and employees, and (f) maintaining strong corporate governance practices. The C&CG Committee also oversees Element's climate-related targets and monitors progress, including management's assessment of climate-related risks and opportunities. Management provides regular updates on climate-related issues to the C&CG Committee or the full Board on a quarterly or semi-annual basis. Climate considerations are also integrated into the Board's ongoing oversight and assessment of Element's strategy, performance and risk management.

In 2025 Element published its fifth annual sustainability report, available on Element's website (https://www.elementfleet.com/about/sustainability). The report outlines Element's sustainability strategy and objectives aligned to the Sustainability Accounting Standards Board (SASB) Standards for Professional and Commercial Services (SV-PS), the Taskforce on Climate-related Financial Disclosures framework (TCFD), and includes the full disclosure (Scopes 1, 2, and 3) of our greenhouse gas emissions calculated in accordance with the GHG Protocol Corporate Standard. The Report also includes Element's 2024 sustainability Balanced Scorecard results, detailing the key metrics that the Corporation uses to measure its performance against sustainability targets. Results for the 2025 Scorecard will be published in our 2026 Sustainability Report. The C&CG Committee works with management on an annual basis to set scorecard

metrics, including key climate-related metrics, and is responsible for overseeing and monitoring progress against these targets.

Diversity, Equity, Inclusion and Belonging

Board of Directors

The Board recognizes the benefits that diversity, equity, inclusion and belonging bring to the successful growth and profitability of the Corporation. In addition to supporting Management's strong efforts to create a more diverse, equitable and inclusive culture and employee base, the Board aims to be comprised of directors who have a range of relevant professional skills, leadership and industry experiences and global and market insights. The Board is also committed to ensuring that it achieves a broad range of diversity, including but not limited to gender, ethnicity, race, background, age, sexual orientation and ability, consistent with the criteria that Management considers and is summarized below. This belief in diversity, equity, inclusion, and belonging is reflected in a written Diversity Policy adopted by the Board. As stated in the Diversity Policy, Element aspires to maintain a Board composition in which: (a) women comprise at least 50% of all directors of the Corporation; (b) 25% of all directors are racially or ethnically diverse; and (c) 10% of all directors are persons with a disability.

The C&CG Committee has emphasized the Board's commitment to the recruitment of diverse candidates to its Board by making the identification of highly qualified candidates who are diverse a key search criterion in the director selection and nomination process and by mandating that search firms include diverse candidates in the pool of candidates brought forward for consideration. This includes candidates that are women and also candidates that are diverse beyond gender. Following the Meeting and assuming that all nominees for director are elected, five of ten directors (50%) on the Board, including the Board Chair will be women, four of which are independent directors.

In addition, the Board nominees comprise two directors who are diverse beyond gender, including one director from Mexico and one director that is a visible minority. While the Board has achieved its gender diversity target, it continues to work towards achieving the other stated diversity goals in the Diversity Policy.

Management

Element believes that diversity of skills, experiences and a culture of inclusion and belonging helps to create a productive and dynamic workplace, which improves overall business performance. Element recognizes the value of ensuring that the Corporation has highly qualified leaders who are also from diverse backgrounds and considers all dimensions of diversity as intrinsically valuable. The Corporation prides itself on developing its team members and providing them with opportunities to build their capabilities and progress their careers with Element. To support the Corporation's diversity, equity, inclusion and belonging objectives, the C&CG Committee, President & CEO and executive leadership team will, when considering, recommending and reviewing recommendations for the appointment of candidates for senior leadership positions:

i. consider representation that reflects the attributes of our global workforce;
ii. identify, support and develop employees with leadership potential; and
iii. implement policies to address impediments to a culture of inclusion and belonging in the workplace.

With more than 3,000 employees globally as of December 31, 2025, we are proud 49% of our global workforce self-identifies as women, and in Canada and the U.S. 34% of our team members self-identify as racially and/or ethnically diverse. In 2026 we will continue to support diversity, equity, inclusion and belonging for team members, clients, suppliers and in the communities where we live and work. We hold ourselves accountable through regular review and monitoring within our Global Balanced Scorecard.

Shareholder Engagement

The Board believes that directly engaging with shareholders is an important component of the Board's governance role and the Board engages with Shareholders in a number of different ways. One method of engagement is through direct meetings with Shareholders. Shareholders are encouraged to pursue engagement with the Board directly by contacting the Chair at [email protected], or by reaching out to Sumit Malhotra, Element's SVP, Head of Financial Performance, at [email protected].

Element has also previously held Investor Days, inviting Shareholders and other stakeholders to attend either in person or virtually to meet key Element executives and employees, learn more about Element's business and have an opportunity to ask questions. This has proved to be an effective way for Element to engage directly with Shareholders.

Orientation and Continuing Education

As set out in the Board Mandate, Element has a policy of making a full orientation and continuing education process available to Board members. All new directors are provided with an orientation regarding the nature and operation of Element's business and as to the role of the Board and its committees, as well as the legal obligations of a director of Element. Existing directors are periodically updated on these matters.

In order to orient new directors as to the nature and operation of Element's business, they attend planned onboarding sessions at which time they meet with key members of the management team to discuss Element's business and activities. In addition, new directors receive copies of Board materials, corporate policies and procedures, and other information regarding the business and operations of the Corporation.

Element's Board members are expected to keep themselves current with industry trends and developments and are encouraged to communicate with management and, where applicable, auditors, advisors and other consultants of Element. Board members have access to Element's in-house and external legal counsel in the event of any questions or matters relating to the Board members' corporate and director responsibilities and to keep themselves current with changes in legislation. In addition, Element is a corporate member of the Institute of Corporate Directors (ICD), providing all Element directors with access to ICD's extensive library of educational resources. Element directors have routinely attended ICD webinars and also regularly participate in education and training sessions independent of Element, through other boards, executive positions, or otherwise, including through the National Association of Corporate Directors in the U.S. Element directors have attended such sessions on cybersecurity, enterprise risk management, accounting matters and director responsibilities.

Directors receive ongoing continuous education, including through several sessions in 2025. For example, the Board held a session with Bank of America to discuss the M&A landscape and strategies for Element. The Board also held a session with Centerview Partners, an investment banking firm focused on providing strategic and capital advisory services. Centerview educated the Board on trends in the mobility industry and key insights on digital transformation and valuation

dynamics, The Board also held a session with Steve Greenfield, the CEO of Automotive Ventures, a private equity firm focused on automotive startups, and an author of several books, including The Future of Mobility. Mr. Greenfield educated the Board on developments in the mobility industry and discussed emerging technologies and potential market disruptions.

The Board also conducts site visits at various Element locations. In 2025, in addition to holding Board meetings in Element's Toronto office, directors attended Element's office in Dublin, Ireland where they engaged directly with Element team members.

Board members also regularly participate in sessions on various aspects of Element's operations and business model. In 2025, the Board held an education session with management on Element's funding structures and treasury initiatives, The Board also held a session on the global sustainability landscape, including an update on sustainability disclosure requirements and Element's planning to meet such requirements. In addition, throughout 2025 the Board received a detailed review of select Element services, an in-depth analysis of Element's information technology systems and regular updates on key IT initiatives, a review of Element's business preparedness program and an overview of the syndication market and its importance to advancing the Company's capital-lighter business model. All directors also received quarterly presentations on cyber security, including a review of global cyber threats and actions Element is taking to protect itself. Directors also received multiple updates on key strategic initiatives for the Corporation, including updates on the integration and impact of the Autofleet acquisition, a detailed review and analysis in advance of the Car IQ acquisition, and progress reports on Element's centralized leasing function. A listing of select presentations received by the Board and Committees is set out below:

Quarter	Topic	Attendance
Q1	Review of key Element digital initiatives	Board
	Strategic review, including overview of key metrics	Board
	Review of small & medium enterprise fleet strategy	Board
	Review of M&A landscape, market trends and potential acquisition opportunities	Board
	ERP implementation	Audit Committee
	SOC 1 review	Audit Committee
	ICFR and SOX compliance roadmap	Audit Committee
	Whistleblower and Code of Conduct update	Audit Committee
	Enterprise Risk Review, including cyber, credit and treasury risk	C&R Committee
	Review of developments re tariffs and potential impacts to Element	C&R Committee
	Review of the marketing landscape and Element's planned rebrand	C&CG Committee
Q2	Commercial strategy review	Board
	Review of Element's capabilities and readiness to complete acquisitions	Board
	Strategic review, including overview of key metrics	Board
	ERP implementation	Audit Committee
	SOC 1 and SOC 2 review	Audit Committee
	Overview of Element's roadmap to SOX level compliance	Audit Committee
	Whistleblower and Code of Conduct update	Audit Committee
	Enterprise Risk Review, including cyber, credit and treasury risk	C&R Committee
	Board composition and effectiveness	C&CG Committee
	Sustainability reporting	C&CG Committee
Q3	Review of Element's digital capabilities and target state roadmap	Board
	Review of Element's capabilities and readiness to complete acquisitions	Board
	Strategic review, including overview of key metrics	Board
	Overview of management's process to develop the Element's strategic plan	Board

	Discussed of proposed tax legislation and potential impacts	Board
	SOX compliance roadmap	Audit Committee
	Whistleblower and Code of Conduct update	Audit Committee
	Enterprise Risk Review, including cyber, credit and treasury risk	C&R Committee
	SOC-2 compliance review	C&R Committee
	Review of risk landscape in Mexico	C&R Committee
	Governance considerations and market trends for executive compensation	C&CG Committee
	Talent review and succession planning	C&CG Committee
Q4	Review of Element’s strategic and financial plan	Board
	Review of Car IQ acquisition opportunity	Board
	Update on Element’s centralized leasing function	Board
	Review of small & medium enterprise fleet strategy	Board
	Review of key accounting policies	Audit Committee
	SOX compliance roadmap	Audit Committee
	Whistleblower and Code of Conduct update	Audit Committee
	Enterprise Risk Review, including cyber, credit and treasury risk	C&R Committee
	Business continuity program review	C&R Committee
	Employee engagement	C&CG Committee

Nomination of Directors

The C&CG Committee makes recommendations for candidates to the Board and candidates for appointment to various Board committees, and in making such recommendations considers the competencies and skills that the Board considers to be necessary for the Board as a whole to possess. The C&CG Committee will consider the amount of time and resources that nominees have available to fulfill their duties as a Board member. The responsibility for approving new nominees to the Board will fall to the full Board. The C&CG Committee may also, where appropriate, recommend for Board approval the removal of a director from the Board or from a Board committee if he or she is no longer qualified to serve as a director under applicable requirements or for any other reason the C&CG Committee considers appropriate.

Ethical Business Conduct

The Board has adopted a Code of Business Conduct and Ethics (the "Code"), a written code of business conduct and ethics for the Corporation's directors, officers, employees, suppliers and other stakeholders that sets out the Board's expectations for the conduct of such persons in their dealings on behalf of the Corporation. The Corporation has established confidential reporting procedures, including an anonymous hotline and web-based platform, in order to encourage employees, directors and other stakeholders to raise concerns regarding matters addressed by the Code on a confidential basis free from discrimination, retaliation or harassment. Employees who violate the Code may face disciplinary actions, including dismissal.

The Code is designed to deter wrongdoing and promote honest and ethical conduct; avoidance of conflicts of interests; confidentiality of corporate information; protection and proper use of corporate assets and opportunities; compliance with applicable governmental laws, rules and regulations; prompt internal reporting of any violations of the Code; accountability for adherence to the Code; and Element's culture of honesty and accountability. A copy of the Code is available on Element's website at www.elementfleet.com and may be obtained by contacting Element and requesting a copy from its investor relations contact or by mail at 161 Bay Street, Suite 3600, Toronto, Ontario, M5J 2S1.

The Board monitors compliance with the Code by delegating responsibility for investigating and enforcing matters related to the Code to management and the Audit Committee. Any such investigations and resolutions of complaints will be reviewed by the Audit Committee who will report annually to the Board thereon. Certain of the matters covered by the Code are also subject to C&CG Committee oversight. Any employee who becomes aware of a violation of the Code must report the violation to a member of management or through Element's confidential reporting channel. Directors and executive officers are required by applicable law and the Code to promptly disclose any potential conflict of interest that may arise. If a director or executive officer has a material interest in an agreement or transaction, applicable law, the Code and principles of sound corporate governance require them to declare the interest in writing or request to have such interest entered in the minutes of meetings of directors and where required by applicable law abstain from voting with respect to the agreement or transaction. The C&CG Committee is responsible for monitoring such conflicts of interest under the Code. The Board has delegated the communication of the Code to employees to management who are expected to encourage and promote a culture of ethical business conduct.

In addition to the Code, Element has a Whistleblower Policy pursuant to which employees and other stakeholders can anonymously raise concerns related to financial reporting, internal controls and related matters. Similar to the Code, the Audit Committee has oversight over the Whistleblower Policy and the investigation and remediation of any concerns. The Whistleblower Policy is available on Element's website at www.elementfleet.com.

In connection with the Code and the Whistleblower Policy, Element has a dedicated and confidential channel where employees, suppliers, clients or other stakeholders can report suspected violations or other unethical conduct anonymously without fear of repercussions. Element has a web portal and phone hotline that are operated by an independent service provider, and are available 24 hours a day, 7 days a week and can be accessed at: https://secure.ethicspoint.com/domain/media/en/gui/95180/index.html.

In addition, Element has a comprehensive Insider Trading Policy which prohibits officers, directors, and employees of Element and its subsidiaries, and certain persons related to any such persons, from, at any time whether directly or indirectly, short selling a security of Element or any other arrangement that results in a gain only if the value of Element's securities declines in the future, and which prohibits officers, directors and employees from hedging against Element securities. The Insider Trading Policy is available on Element's website at www.elementfleet.com.

Board and Committee Assessment

The C&CG Committee is responsible for assessing the effectiveness of the Board as a whole, the committees of the Board and the contribution of individual directors. Each director is required to complete a detailed questionnaire on an annual basis which includes: (i) individual self-assessments by the directors; (ii) assessment of the Board and committee performance and effectiveness; and (iii) an assessment of peer performance at the Board level and at the committee level. Completed questionnaires are collected by the Corporation's Chief Legal & Sustainability Officer who compiles the results and provides an analysis to the Chair. The Chair then holds individual meetings with each director to discuss the results of the assessment. The analysis is also presented to the C&CG Committee which makes recommendations to the Board to improve the effectiveness of the Board in light of the results of the annual performance evaluation.

Related Party Transactions

The C&GC Committee is responsible for overseeing the Corporation's procedures with respect to related party transactions. From time to time, special committees of the Board may be and have been appointed to consider special issues and in particular, any issues that may involve related party transactions. Element considers a related party to be a director, a corporation of which the director is an officer or a director, or a corporation in which the director has a material interest, including through an ownership interest. Any director who has a material interest in a transaction or agreement involving Element must disclose the interest to Chair of the Board and does not participate in any discussions or votes on the matter. No material corporate decision or decision involving a potential conflict of interest can be approved by the Board without the approval of the independent directors. In the event a special committee of the Board is formed, including in circumstances where it is evaluating a related party transaction, such committee may retain outside advisors at the Corporation's expense in appropriate circumstances. There were no transactions in 2025 that required the creation of a special committee of the Board.

MESSAGE FROM THE CHAIR OF THE COMPENSATION & CORPORATE GOVERNANCE COMMITTEE & THE CHAIR OF THE BOARD OF DIRECTORS

Dear Fellow Shareholders,

On behalf of the Board and the Compensation and Corporate Governance Committee, we are pleased to share highlights of Element's 2025 performance and the President & CEO compensation decisions. Element's compensation programs continue to be closely aligned with business results, reinforcing our strong pay-for-performance philosophy and the creation of sustainable long-term shareholder value.

In 2025, Element delivered record financial results while advancing its strategic priorities, reflecting disciplined execution, continued client demand, and progress in strengthening the scalability of the business.

Net revenue reached a record $1.2 billion, representing 9% year-over-year growth, driven by strong performance in net financing and syndication revenue, supported by continued client engagement across markets.
Adjusted operating margin expanded to 56.2%, exceeding plan and improving year over year, reflecting revenue growth, positive operating leverage, and disciplined expense management.
Adjusted return on equity increased to 17.9%, up from 16.0% in 2024, underscoring the strength of Element's capital-light business model and diversified earnings base.
Capital allocation remained disciplined, including the repurchase of approximately 5.4 million common shares under the normal course issuer bid and a 15% increase to the common dividend, reinforcing the Company's commitment to returning capital to shareholders.
Strategic investments in digital capabilities and automation advanced, including the acquisition of Car IQ, enhancing Element's integrated digital and mobility platform and supporting continued progress in fleet electrification and decarbonization initiatives.

Throughout the year, Element remained focused on enhancing the client and employee experience through targeted investments in technology, process improvement, and our people, while maintaining financial discipline and balance sheet strength. These actions position the Company to continue executing its long-term strategy, support sustainable growth, and deliver value for shareholders.

PAY-FOR-PERFORMANCE

The Board and Management are committed to ensuring the alignment of executive compensation with Element's strategic objectives and the creation of long-term sustainable value for our shareholders.

Short Term Incentive Plan Awards

Incentive compensation continues to be tightly linked to performance. For 2025, short-term incentive awards for the President & CEO and other Named Executive Officers ("NEOs") continue to be directly aligned to key strategic objectives and performance metrics, as set out in Element's 2025 Global Balanced Scorecard.

For 2025, 70% of the scorecard weighting was allocated to quantitative financial measures, and 30% was allocated to sustainability priorities, including net promoter score and employee engagement.

Individual performance is assessed based on achievement against specific goals that support Element's strategic priorities, including progress on talent and related initiatives. See section "Compensation of the President & CEO" for further details.

Long Term Incentive Plan Awards

Long-term incentive awards granted to NEOs in 2025 were awarded in the form of: i) performance share units tied to Total Shareholder Return against the S&P/TSX Composite Index and adjusted return on equity, weighted at 50% each; and ii) restricted share units with a 3-year cliff vest. The President & CEO and other NEOs received 75% of their 2025 long-term incentive grant in PSUs, which are 100% at risk and vest January 1, 2028, with the other 25% in RSUs.

2023 Long Term Incentive Plan Payout

Based on Total Shareholder Return performance relative to the S&P/TSX Composite Index for the three-year performance period ended December 31, 2025, the 2023 PSUs paid out at a performance factor of 200% of target, in line with the 103.3% increase in Total Shareholder Return (TSR) during this period (and performing at the 77th percentile of companies in the Index), further aligning executive pay outcomes with the creation of value for our shareholders.

COMPENSATION PROGRAM ENHANCEMENTS FOR 2026

In line with the Committee's commitment to strong governance and clear alignment between pay and performance, the Compensation and Corporate Governance Committee approved the following enhancements to the Company's executive compensation program beginning in 2026:

Updated Compensation Peer Group

The Board engaged its independent advisor, Hugessen Consulting, to review and recommend updates to the Company's compensation peer group for 2026. This review considered the Company's evolution since the prior assessment in 2023, including changes in business mix, operating complexity, and executive talent requirements. Based on this analysis, the Company adopted a single, combined peer group comprised of both Canadian and U.S. companies. This revised approach better reflects Element's current scale, market position, and competitive landscape, and provides a more stable and forward-looking benchmark as the Company continues to execute its growth strategy.

Enhanced Executive Equity Ownership Requirements

The Committee also approved revisions to the equity ownership requirements applicable for executives subject to the policy, including all Executive Vice Presidents. Under the updated

policy, each Executive Vice President is required to maintain equity ownership with a value equal to at least two times base salary, with a minimum of one times base salary held in the form of common shares or deferred share units. The equity ownership requirements applicable to the Chief Executive Officer remain at five times base salary, also requiring at least one times base salary to be held in the form of common shares or deferred share units, as well as requirement to hold equivalent to her equity ownership requirement for one year post retirement.

PRESIDENT & CEO COMPENSATION FOR 2025

On an annual basis, the Compensation and Corporate Governance Committee reviews benchmarking reports on executive compensation and considers corporate and individual performance to make informed decisions on President & CEO compensation. Consistent with the compensation philosophy, a substantial portion of President & CEO pay is variable/at-risk and aligned to the creation of long-term shareholder value.

Ms. Dottori-Attanasio's employment terms remain consistent with Element's current philosophy and policies. Target total direct compensation did not increase in 2025 relative to 2024. Ms. Dottori-Attanasio received an annual base salary of $1,100,000 and target total compensation of $6,875,000. She also participated in the Corporation's short-and long-term incentive plans.

For 2025 performance, the Board awarded the President & CEO an annual short-term incentive award of 126.4% of target based on a combination of (i) individual performance objectives that were agreed upon by the Board at the beginning of the year (20% weighting), and (ii) business performance objectives as outlined in the Global Balanced Scorecard (80% weighting). See section "Compensation of the President & CEO" for further details.

Compensation Element	Target	Actual
Base Salary	$1,100,000	$1,100,000
2025 Short-term Incentive	$1,375,000	$1,738,000(1)
2025 Long-term Incentive	$4,400,000	$4,400,000
Total	$6,875,000	$7,238,000

(1) The final STIP performance factor reflects: 128% result on business performance (80% weighting) and 120% result on individual performance (20% weighting).

PRESIDENT & CEO COMPENSATION FOR 2026

During 2025, the Committee worked with Hugessen Consulting to review the target compensation for the President and CEO. Following the review, the Committee recommended, and the board approved, an increase in the President and CEO's total direct compensation target to $8.25 million for 2026, to better align with the market rate of compensation of peer CEOs. Ms. Dottori-Attanasio's target compensation had not been adjusted since 2024, and the entire increase will be provided in variable and at-risk pay through the short- and long-term incentive programs.

COMMITMENT TO OUR STAKEHOLDERS

The C&CG Committee and the Board believe that Element's compensation policies and programs are prudent and align with fundamental pay-for-performance principles. We are committed to reinforcing strong governance and oversight of executive pay practices at Element.

In December 2025, the Globe and Mail recognized the Board and Management's disciplined stewardship of our business, ranking Element in the top 20 overall in its annual corporate governance rankings of 206 Canadian public companies. This achievement exemplifies Element's steadfast commitment to a culture of transparency and good governance.

The Board will continue to engage with you, Element's shareholders, and carefully consider your ongoing feedback as well as the outcome of this year's advisory vote on executive compensation. We remain committed to pay practices that incent the appropriate behaviors and deliver results that enhance long-term shareholder value.

Shareholders may contact the Board by mail to Kathleen Taylor, Chair of the Board, at 161 Bay Street, Suite 3600, Toronto, Ontario, M5J 2S1 or by email to [email protected] or Joan Lamm-Tennant, Chair of the C&CG Committee by email at [email protected].

Sincerely,

Joan Lamm-Tennant
Chair of the Compensation and Corporate Governance Committee

Kathleen Taylor
Chair of the Board

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion describes the significant elements of the Corporation's executive compensation program, with particular emphasis on the process for determining compensation payable to the Corporation's NEOs for fiscal year 2025. The following also summarizes certain changes that have been approved for the executive compensation program in 2026.

Our NEO's for fiscal year 2025 were:

Named Executive Officers for 2025
Laura Dottori-Attanasio	President & Chief Executive Officer
Heath Valkenburg	Executive Vice President & Chief Financial Officer
Kobi Eisenberg	President, Element Mobility and Autofleet
Jim Halliday	Vice Chair
David Madrigal	Executive Vice President & Chief Commercial Officer
Frank Ruperto	Former Executive Vice President & Chief Financial Officer

Our Approach to Compensation

Our total rewards program is built around paying for the performance and behaviours that will drive sustainable performance and long-term value for our shareholders. It is designed to be market competitive in order to attract, motivate, and retain talent. Element's compensation philosophy is based on the following principles:

Align with business strategy	• Link total rewards directly to Element's Global Balanced Scorecard results through the design of the incentive programs and management of individual performance assessments
Pay- for- performance	• Reward for delivery on Element's strategic (including sustainability), financial, and operational key performance indicators over multiple time horizons, with emphasis on long-term sustainable results and alignment with shareholder value creation
• Enable managers to reinforce a clear and constant link between performance expectations and pay decisions
Reasonable & non-excessive	• Apply the appropriate safeguards to ensure compensation is reasonable and aligned to Element's financial and market performance
Competitive	• Enable Element to attract, retain, and motivate the right talent, with the flexibility to reward critical talent appropriately
• Target total compensation positioned at market for expected levels of performance, with the opportunity to pay above or below based on performance and role

Compensation Structure and Decision-Making Process

Our compensation process starts at the beginning of each year, when we assess and confirm our philosophy, program guidelines and structure. At the end of each year, we apply a rigorous process to assess performance and award compensation. This includes individual, group and corporate performance reviews for each NEO, in consultation with our independent compensation advisor.

The C&CG Committee and Board believe the above process is effective in providing market intelligence and data to the C&CG Committee, while providing multiple opportunities for the C&CG Committee and Board to review interim performance, alignment to expectations and apply judgement if required, ensuring corresponding compensation outcomes remain appropriate. The Board may apply discretion to waive year-end incentive awards based on its review of performance, in conjunction with both internal and external market conditions, as well as share price performance.

Use of Independent Compensation Consultants

The C&CG Committee engages a third party independent advisory firm to review compensation levels and understand trends and best practices with respect to compensation good governance and executive program design. In July 2019, the C&CG Committee engaged Hugessen Consulting as an independent advisor to assist with executing these responsibilities and Hugessen has remained the advisor through 2025.

Hugessen Consulting provided independent advice to the C&CG Committee on the following topics in 2025:

CEO compensation benchmarking
Trends in executive compensation and governance

Incentive plan design, peer group development
Pay for performance alignment simulation testing
Shareholder and proxy advisor engagement and proxy disclosure
Director compensation benchmarking

Hugessen Consulting is directly accountable to the C&CG Committee for all Board-related compensation work.

In 2025, Willis Towers Watson continued to be engaged on non-board-related items including market data, employee compensation structures and sales compensation.

Independent compensation advisor fees incurred in the last two completed fiscal years are as follows:

Advisor	Executive Compensation-Related Fees		All Other Fees
	2025	2024	2025	2024
Hugessen Consulting	$277,426	$152,771	Nil	Nil
Willis Towers Watson	Nil	$188,403	$47,637	$46,683

Benchmarking Compensation and Comparator Peer Group

The C&CG Committee reviews market data on an annual basis to ensure the competitiveness of pay for our NEOs. In doing so, the C&CG Committee reviews a report of target compensation for executive roles at other companies within our defined peer group and ensures alignment of executive compensation with the target pay position. The compensation peer group is reviewed on an annual basis to ensure continued appropriateness.

Aligned with the North American talent requirement, the current approach is to identify two discrete proxy peer groups (one of Canadian-based organizations and one of US-based organizations) and then blend appropriately depending on the role.

Criteria used to select proxy peers included:

i. publicly traded companies headquartered in each country, with cross-border operations and operating in related industries (e.g., diversified support services, trucking, transportation/logistics, and trading companies and distributors); and
ii. companies of a similar size, primarily based on assets, and in consideration of revenue and market capitalization.

There were no changes to the peer group used for purposes of benchmarking NEO compensation in 2025.

Element's peer group for 2025 consisted of the following organizations:

Canadian Proxy Peer Group (Company Name and Primary Industry)
TFI International Inc. Trucking	IGM Financial Inc. Asset Management & Custody Banks	Toromont Industries Ltd. Trading Companies and Distributors
Finning International Inc. Trading Companies and Distributors	Boyd Group Services Inc. Trading Companies and Distributors	CI Financial Group Asset Management & Custody Banks
First National Financial Corp. Trading Companies and Distributors	GDI Integrated Facility Services Inc. Diversified Support Services
U.S. Proxy Peer Group (Company Name and Primary Industry)
---	---	---
Ritchie Bros. Auctioneers Inc. Diversified Support Services	United Rentals Inc. Trading Companies and Distributors	Knight-Swift Transportation Holdings Inc. Trucking
Schneider National, Inc. Trucking	Air Lease Corporation Trading Companies and Distributors	Ryder System, Inc. Trucking
GATX Corporation Trading Companies and Distributors	Herc Holding Inc. Trading Companies and Distributors	Forward Air Corporation Air Freight and Logistics
Custom Truck One Source, Inc. Trading Companies and Distributors

In the absence of directly comparable organizations of similar size and scope, Element evaluates the broader Canadian market, including companies within the TSX 60 with the lowest market capitalization, for certain executive roles, particularly the President & CEO and CFO. This approach ensures that total compensation is competitively positioned within the broader market where we vie for executive talent.

Compensation Risk Management and Good Governance Practices

The Board, through the C&R Committee, has overall responsibility for the oversight of the Corporation's risk management, including in relation to all aspects of compensation. In this regard, the Board oversees the Corporation's compensation programs to ensure they do not encourage individuals to take inappropriate or excessive risks that could have a materially adverse effect on the Corporation. The Board, together with the C&CG Committee, considered the compensation programs of the Corporation to ensure that controls are in place to monitor and separate decision authorities related to key risks associated with Corporation's compensation and incentive plans. The Board and the C&CG Committee each also sought to ensure that the size of the rewards related to any given metric within the influence of a key decision maker was not significant enough to encourage excessive risk taking, and that the Corporation's compensation policies and practices are unlikely to have a materially adverse impact on the Corporation.

Element's C&CG Committee continues to focus on strong governance practices as outlined below.

Sound pay practices at Element:

Align executive compensation with the creation of long-term shareholder value through having a high portion of compensation 'at-risk'
Align compensation program design with business strategy, with short-term incentive tied to Global Balanced Scorecard objectives
Benchmark compensation against peer companies
Ensure executive alignment with shareholder interests through Equity Ownership Requirements.
Post-retirement hold provision is in place for the President & CEO
Ability to claw back compensation in cases of financial re-statement or misconduct
Periodic risk review of compensation plans
Engage independent compensation consultants to assess our executive compensation programs
Include caps on short-term and long-term incentive performance factors
Hold annual shareholder Say on Pay vote on our executive compensation practices
Provide double trigger provision upon a change in control

We do not permit the following problematic pay practices:

Hedging or monetizing of equity awards
Re-pricing of stock options or granting of options below current market value
Providing severance greater than two years upon a change in control
Providing multi-year incentive compensation guarantees

Compensation Components

Total compensation for Element executives (including NEOs) is comprised of the components outlined in the table below. There are no pension or similar retirement plans at Element.

Component	Compensation Type	Objective
Base Salary	Fixed	• Attract and retain the right talent
• Provide market competitive compensation
• Reflects the role, skills and experience	• Established with consideration for the Executive's performance, experience, and position in the Corporation, and relative to our peer group.
• Reviewed annually with increases in the event of change in role, responsibility or market.
Short-term Incentive (STIP)	Performance-based
Variable
At-risk	• Align pay with the achievement of annual goals and objectives
• Reward superior performance and provide competitive compensation
• Reward performance that supports the strategy and creates long-term value for shareholders
• Attract and retain the right talent	• Target award is a percentage of base salary based on executive level and aligned with the competitive market.
• 80% of the award is based on achieving business performance objectives aligned with our Global Balanced Scorecard and 20% of the award is based on individual performance.
• Awards are paid in cash following the determination of year-end performance. Bonuses are not paid unless a threshold level of performance is achieved.
• Awards range from 0% to 200% of target.
Long-term Incentive (LTIP)	Performance-based
Variable
At-risk	• Align executives with medium- and long-term interests of shareholders
• Attract and retain the right talent
• Reward performance that is aligned to the creation of long-term value for shareholders
• Promote Executive share ownership	In 2025 NEOs were granted awards under the following plans:
Performance Share Units
• PSUs with a three-year cliff vest. The performance factor is calculated based on the relative total shareholder return (TSR) compared to the S&P/TSX Composite Index and adjusted return on equity, equally weighted at 50%.
• Performance outcome range of 0% to 200%.

Component	Compensation Type	Objective	Description
		• Provide market competitive compensation	Restricted Share Units
• Restricted Share Units with a three-year cliff vest.
Benefits & Perquisites	Fixed	Attract and retain talent
Align with the competitive market	• Participation in Element’s comprehensive group benefit plan (all employee plan).
• Certain NEOs also receive a taxable cash allowance for specific perquisites (not to exceed 10% of salary or $50,000).
• In addition, certain NEOs may have a company vehicle if warranted for business use or tied to historical contract.
• NEOs also have the opportunity to participate in a group RRSP, 401(k) or superannuation.
• As at December 31, 2025, Element did not have a pension plan or any other plan that provides payment or benefits at, following or in connection with retirement.

Target Mix of Compensation Elements

Our commitment to aligning pay to performance leverages a compensation mix that includes short-and long-term components. The graph below illustrates that we emphasize pay at risk over fixed pay to ensure that executive remuneration is aligned with corporate performance over the short-and-long term. On average, 71% of target NEO compensation is at risk.

Chief Executive Officer

Named Executive Officer (Average)

2025 Performance and Compensation

BASE SALARY

Base salary reflects each executive's level of responsibility, capabilities and experience in the context of their role and the market. We review base salaries annually and generally grant increases when an executive assumes increased responsibilities or significantly deepens their knowledge and expertise. Base salaries may also be adjusted when there is a material change in the compensation levels of comparable roles in the core comparator group.

In consideration of the above, there were no changes to base salaries for 2025.

Named Officer	2025 Base Salary ($)
Laura Dottori-Attanasio	$1,100,000
Heath Valkenburg (1)	$397,789
Kobi Eisenberg(2)	$495,160
Jim Halliday (3)	$803,735
David Madrigal (4)	$698,900

(1) Base salary has been pro-rated to reflect time served in the roles of Chief Financial Officer and SVP, Treasurer. Mr. Valkenburg's annual base salary in the Chief Financial Officer role is $525,000.
(2) Base salary of 1,215,000 converted to CAD using the average 2025 FX rate of 0.40753.
(3) Base salary of USD $575,000 converted to CAD using the average 2025 FX rate of 1.3978.
(4) Base salary of USD $500,000 converted to CAD using the average 2025 FX rate of 1.3978.

ANNUAL SHORT-TERM INCENTIVE PLAN

The annual short-term incentive plan (STIP) applicable for the President & CEO and all other NEOs consists of two components:

Business Performance: 80% of the award is based on achieving business performance objectives aligned with our Global Balanced Scorecard (BSC). Results can range from 0% to 200% based on performance.
Individual Performance: 20% of the award is based on individual performance, assessing leadership behaviours in achieving business results. Results can range from 0% to 200% based on performance.

Business Performance

Business performance accounts for 80% of the weighting of the STIP award. The BSC is reviewed on an annual basis to ensure the selected metrics continue to drive focus, clarify accountability and create alignment between performance and pay outcomes. The 2025 BSC reflects Element's focus on driving profitable revenue on a scalable operating platform to deliver free cash flow.

The STIP-tied business performance metrics cover the four dimensions of the Balanced Scorecard (BSC) (see table below). Our guiding principle is to have at least 50% of the metrics allocated to quantitative financial measures and at least 25% dedicated to sustainability priorities, such as net promoter score and employee engagement, with the remaining weighting aligned to strategic and operational objectives reflected across the BSC framework.

The C&CG Committee and Board reviewed and approved the 2025 BSC, including the targets and shoulders. At each C&CG Committee meeting, Element's balanced scorecard and interim (as well as expected) performance for each metric is reviewed and discussed. For 2025, the compensation-tied metrics for the BSC and the respective weightings are outlined below. The weightings assigned reflect balance across metrics while providing adequate focus on key strategic priorities. All compensation-tied BSC metrics are audited on an annual basis as part of our year-end financial audit. Performance against these strategic objectives is considered by the C&CG Committee in evaluating overall corporate performance and approving compensation decisions.

Dimension	Strategic Objective	Metric	Weighting	Measurement
Our Clients
Grow by consistently delivering a superior service experience for our clients.	Grow net revenue	Net Revenue	30%	Net revenue growth results from following Income Statement line items: 1) Net financing revenue 2) Syndication revenue and 3) Service revenue. Net Revenue Growth reflects the consolidated revenue performance across all regions, including the United States, Canada, Mexico, Australia/New Zealand, Corporate, and other relevant entities
	Earn our clients' loyalty	Net Promoter Score (NPS)	20%	NPS measures client loyalty through responses to the question: "How likely are you to recommend Element Fleet Management to a friend or colleague?" The score reflects global results from our quarterly client survey across all operating regions—United States, Canada, Australia, New Zealand, and Mexico—to provide a comprehensive view of client sentiment. Results are reported as a rolling 12-month performance
Our Business
Maintain and enhance scalability and sustainability of our business.	Continuously improve the way we work	Operating Margin %	20%	Operating Margin % is a measure of income after all operating expenses are considered. Each region/function will track contribution to overall global operating margin target.
Our People
Build a more inclusive, engaged and accountable workforce.	Deliver a unique and rewarding employee experience	Employee Engagement Index	10%	The Engagement Index is based on five questions that measure employees' pride in working at Element, sense of accomplishment, intention to stay, and willingness to recommend Element as a great place to work. The index is calculated as a weighted average, with each question equally weighted at 20%.

Dimension	Strategic Objective	Metric	Weighting	Measurement
Our Investors
Generate an appropriate return for our investors.	Translate operating performance into superior cash returns to shareholders	Free Cash Flow Per Share (FCF / Share)	20%	Free Cash Flow per Share (FCF per Share) shows how much free cash a company generates for each common share. It indicates the cash available to reinvest in the business or return to shareholders on a per-share basis.

In 2025, Element delivered solid performance against its strategic priorities and financial objectives, while continuing to strengthen the client and employee experience across the organization. The C&CG Committee did not apply discretion to the calculated Balanced Scorecard results, which determined 80% of the NEO's STIP payout.

Our Clients

Element continued to invest in digital capabilities, data and analytics, and operational infrastructure to support client experience. Global Net Promoter Score ended the year at 48 on a last-twelve-month basis, with strong performance in Australia and New Zealand partially offset by underperformance in the U.S., Canada, and Mexico. Net revenue grew 9% year over year, exceeding plan, driven by net financing and syndication performance. Progress in Electric Vehicles Under Management continued across regions, supporting Element's fleet decarbonization strategy.

Our Business

Operating margin expanded to 56.1%, exceeding plan and improving year over year, reflecting revenue growth and disciplined cost management. Operational effectiveness exceeded target, supported by improvements in automation, supplier management, and digital tools. Sustainability performance remained strong, including continued progress in fleet electrification and responsible sourcing.

Our People

Global employee engagement exceeded target in 2025, reflecting ongoing investment in culture, leadership accountability, and employee experience. Diversity in leadership improved year over year, with continued focus on strengthening representation at senior leadership levels.

Our Investors

Element delivered strong shareholder outcomes in 2025, with return on equity increasing to 17.7%. The Company's share price outperformed the TSX Industrials Index. Capital allocation remained disciplined, including share repurchases under the normal course issuer bid and an increase to the common dividend.

The 2025 performance factors were derived from audited results approved by the Board, assessed against the 2025 threshold, target, and outperform goals established by the Corporation and approved by the Board at the beginning of the year.

Dimension	Metric(1)	Weighting	Threshold/Target/Outperform	Actual Performance	Actual Achievement	Performance Factor
Our Clients	Net Promoter Score	30%	45 / 52 / 60	48	Below Target	0.71
	Net Revenue Growth	20%	2.7% / 8.1% / 13.6%	9.0%	Above Target	1.16
Our Business	Adjusted Operating Margin %	20%	54.7% / 55.7% / 56.7%	56.1%	Above Target	1.44
Our People	Employee engagement index	10%	70% / 75% / 80%	79%	Above Target	1.80
Our Investors	Free Cash Flow (FCF) per share growth	20%	$1.43 / $1.51 / $1.60	$1.57	Above Target	1.61
2025 Business Performance Result						1.28

(1) The metrics that are used to determine STIP are consistent with our communication to investors and reconciled to IFRS/GAAP accounting standards as outlined in our Management Discussion & Analysis (MD&A). Please refer to our MD&A for further information on the company's adjusted figures (adjusted operating margin and adjusted free cash flow) to the IFRS/GAAP figures from which they are derived.

Individual Performance

In order to recognize and reward individual contributions, 20% of the STIP for the NEOS is based on individual performance. At the beginning of the year, the CCGC reviews the President & CEO's individual performance goals for that year and recommends them to the Board for approval. Goals for the President & CEO, as well as those for other NEOs, are designed to support the execution of the objectives outlined in the BSC. For the other NEOs, individual performance is assessed by the President & CEO. This assessment is specific to the line of business each leader is accountable for and also includes progress on talent and diversity initiatives, as well as their contribution to the enterprise priorities. The resulting individual performance factor is determined by the President & CEO. The average NEO individual performance result was 110% for 2025. For further details on the President & CEO's key accomplishments and results for 2025, refer to the section entitled President & CEO Compensation.

The final STIP awards for the NEOs is as follows:

Named Officer	2025 STIP Target	Performance Factor(1)	2025 STIP Award
Laura Dottori-Attanasio	$1,375,000	126.4%	$1,738,000
Heath Valkenburg	$390,000	129.0%	$503,100
Kobi Eisenberg(2)	$418,136	122.0%	$510,125
Jim Halliday (3)	$908,570	122.0%	$1,108,455
David Madrigal (4)	$670,944	122.0%	$818,552
Frank Ruperto (5)	$203,236	120.0%	$243,884

(1) The final performance factor for the 2025 STIP award reflects 80% weighting on business performance results and 20% weighting on individual performance.
(2) Target STIP of =1,026,000 converted to CAD using the average 2025 FX rate of 0.40753.
(3) Target STIP of USD $650,000 converted to CAD using the average 2025 FX rate of 1.3978.
(4) Target STIP of USD $480,000 converted to CAD using the average 2025 FX rate of 1.3978.
(5) Target STIP of USD $145,397 converted to CAD using the average 2025 FX rate of 1.3978.

LONG-TERM INCENTIVES

Our long-term incentive plan (LTIP) is designed to reward the creation of value for our shareholders while providing a vehicle to attract and retain talented and skilled executives. The LTIP also plays a crucial role in aligning variable compensation with the appropriate risk time horizon and accountability for medium- and long-term decisions.

Performance Share Units (PSUs) and/or Restricted Share Units (RSUs) may be granted annually to executives based on their target award level. As these incentives comprise the majority of a senior executive's total compensation, target award levels and plan design are reviewed annually to ensure competitiveness with the external market. For 2025, the target LTIP mix for the NEOs was 75% PSUs and 25% RSUs. The Board retains the discretion to award higher than target LTIP grants based on contribution to achievement and advancement of Element objectives, potential and critical retention.

Below are the key terms that apply to each component of the long-term incentive plan in 2025.

Element	RSUs	PSUs
Alignment with Shareholder interests	RSUs align executives' and shareholders' interests in share return growth. Time vesting also supports the retention of executives to better enable the Corporation to execute its long-term strategy.	PSUs align executives' and shareholders' interests with shareholder return relative to S&P/TSX Composite Index. Multi-year vesting also supports the retention of executives to better enable the Corporation to execute its long-term strategy.
Award Determination	All awards are granted in Canadian currency. The Canadian grant value is based on the spot rate on the day of grant. The number of units granted is based on the award value at grant divided by share price at grant (10-day Value Weighted Average Price (VWAP)).
Performance Period	Three-year performance period.
Vesting Type	Three-year cliff vesting.	PSUs vest on January 1 of the 3rdyear following the grant.
Performance Measures and Award Range	Common share price performance.	Performance will be determined by the following metrics:1. Relative Total Shareholder Return (rTSR) vs. TSX S&P Composite Index – 50% weighting. Performance in between threshold, target and maximum is interpolated. If Element TSR is negative, payout is capped at target regardless of performance against the S&P/TSX Composite.
		Performance LevelPerformance HurdlePerformance Factor
		Below ThresholdBelow P250%
		ThresholdP2550%
		TargetPSO100%
		OutperformP75 or above200%
		2. Adjusted Return on Equity (ROE) – 50% weighting- Performance targets will be aligned with the Balanced Scorecard and set on an annual basis- Annual performance will be calibrated each year to determine the performance factor, then averaged together to determine the final 3-year performance outcome.Performance criteria for the PSUs is reviewed on an annual basis to ensure continued appropriateness.
Payment Determination	The number of units granted (award value at grant / share price at grant) plus dividend equivalent units earned over the three-year period are multiplied by the share price at time of vesting (10-day VWAP). Final payment is a lump sum cash payment.	The number of units granted (award value at grant / share price at grant) plus dividend equivalent units earned over the award period are multiplied by the performance factor (0%-200%) and the share price at time of vesting. The share price at time of vesting is based on the 10-day VWAP and final payment is a lump sum cash payment.
	Total PSUs at vesting×Share Price at vesting=Final Payment×Dividend equivalents	Total PSUs at vesting×Share Price at vesting=Final Payment×Dividend equivalents

All 2025 LTIP grants to NEOs are summarized in the table below:

Named Officer	2025 Target LTIP Value ($)	2025 Total LTIP Grant Value ($)	PSUs (# granted)	RSUs (# granted)
Laura Dottori-Attanasio	$4,400,000	$4,400,000	115,568	38,523
Heath Valkenburg	$585,000	$585,000	15,365	5,122
Kobi Eisenberg (1)	$609,598	$5,609,598	191,114	5,337
Jim Halliday (2)	$1,401,173	$1,401,173	36,802	12,267
David Madrigal (3)	$1,034,712	$1,034,712	27,177	9,059

(1) Mr. Eisenberg was awarded a one-time performance share unit grant of C$5,000,000 in 2025. The performance share unit grant will cliff vest on January 1, 2028 and will payout per the terms of the 2025 Share Unit Plan. His annual LTIP grant was $1,539,000. Of this amount, 75% (16,011 units) was granted in PSUs and 25% (5,337 units) was granted in RSUs. The award was converted to CAD using the FX rate of 0.39610 at the time of grant.
(2) Received an LTIP grant of USD $975,000 converted to CAD using the FX rate of 1.4371 at the time of grant.
(3) Received an LTIP grant of USD $720,000 converted to CAD using the FX rate of 1.4371 at the time of grant.

No stock options have been granted since 2018.

Payment of 2023 PSU Awards (vested January 1, 2026)

In accordance with the Share Unit Plan, the 2023 PSUs vested on January 1, 2026. Actual three-year total shareholder return of 103.3% compared to the S&P/TSX Composite Index resulted in a percentile rank of 77% and a payout factor of 200% of target.

Incorporating the impact of dividend equivalents received over the three-year performance period, the PSU performance at 200% of target and the fair market value of the Common Shares on the date of vesting, the actual payout value of the 2023 PSU grants to NEOs were as follows:

Name	PSUs Granted in 2023		Value as of Vesting Date(3)
	Value(1) ($)	Number Granted	Number of Accumulated PSUs(2)	Number of Accumulated PSUs times 200%	Payout Value ($)
Laura Dottori-Attanasio	$3,375,000	177,796	187,909	375,818	$13,580,071
Heath Valkenburg	—	—	—	—	—
Kobi Eisenberg	—	—	—	—	—
Jim Halliday	$1,425,827	75,113	79,387	158,774	$5,737,251
David Madrigal	$923,198	48,634	51,403	102,806	$3,714,864
Frank Ruperto	$1,642,522	86,529	91,451	182,902	$6,609,109

(1) Based on the fair market value (average closing price of stock on the 10 trading days prior to the date of grant) of the Common Shares on the TSX on the date of grant ($18.9824).
(2) Includes additional PSUs accumulated to reflect dividends (dividend equivalents) received over the three-year performance period.
(3) The payout value is determined by multiplying the total number of accumulated PSUs times the performance factor of 200% times the fair market value (average closing price of stock on the 10 trading days prior to vesting) which, on January 1, 2026, was $36.1347.

Compensation of the President & CEO

This section examines the 2025 performance and resulting compensation for the President & CEO.

Laura Dottori – Attanasio
President & Chief Executive Officer
Element Fleet Management

2025 PERFORMANCE & TOTAL COMPENSATION AWARDS

The President & CEO established strategic objectives aligned to the organization's strategy and global balanced scorecard and provided regular updates on the progress against each objective to the Board throughout the year. When determining compensation awards, the C&CG Committee aims to ensure there is a strong link between compensation and performance achieved. In determining Ms. Dottori-Attanasio's annual short-term incentive award, the Board assessed her performance against specific objectives that were agreed upon by the Board at the beginning of the year.

As detailed in the 2025 Global Balanced Scorecard and Short-term Incentive Results section, Ms. Dottori-Attanasio received 128% for the business performance portion of her short-term incentive award. In respect of key strategic priorities, Ms. Dottori-Attanasio had a strong year driving numerous initiatives forward, notably:

Delivered record financial performance, including $1.2 billion in revenue (up 9% year-over-year), $666 million in adjusted operating income (up 11%), adjusted EPS of $1.24 (up 13%), free cash flow per share of $1.57 (up 16%), and adjusted ROE of 17.9%, demonstrating strong operating leverage and disciplined execution against guidance.
Drove strong client demand, reflected in record order volumes of $6.2 billion, a solid committed order pipeline, and a 3% year-over-year increase in Vehicles Under Management to 1.56 million
Embedded new corporate Values across the global organization, increased the Global Engagement Index six points to 79%, strengthened leadership capability through the Leadership Essentials Program, and enhanced onboarding and talent processes to support sustained performance.
Exceeded Electric Vehicles Under Management (eVUM) targets by 13%, delivering 128,796 eVUM globally and strengthening Element's leadership position in fleet electrification through expanded energy, charging, and ecosystem partnerships.
Achieved an 80% reduction in Scope 1 and 2 emissions from the 2019 base year and advanced sustainability governance through renewable energy procurement and completion of a European Sustainability Reporting Standards-aligned Double Materiality Assessment.
Advanced Element Mobility as a strategic division, strengthened ecosystem partnerships (including Samsara and Motus), and expanded scalable digital capabilities to enhance integrated, technology-enabled client solutions.

Accelerated Element's digital and mobility strategy through the acquisition of Car IQ, advancing embedded vehicle-initiated payments and deepening automation and connectivity across the fleet management platform
Built a strong succession plan to ensure Element's continued success and mitigate risk.

There were some challenges resulting in underperformance in some regions, specifically related to Title & Registration and Vehicle Acquisition service levels, effecting the pace of improvement in U.S. and Canada Net Promoter Scores. While remediation actions have been implemented, Ms. Dottori-Attanasio expects to see measurable progress in 2026.

After considering financial outcomes, strategic execution, and leadership effectiveness, the Board determined the President & CEO's individual performance score at 120%, representing a 20% weighting within the overall short-term incentive framework. Combined with the approved business performance factor under the 2025 Global Balanced Scorecard, this resulted in a final short-term incentive performance factor of 126.4%, translating into the short-term incentive award shown below.

Compensation Element	Target	Actual
Base Salary	$1,100,000	$1,100,000
2025 Short-term Incentive	$1,375,000	$1,738,000(1)
2025 Long-term Incentive	$4,400,000	$4,400,000
Total	$6,875,000	$7,238,000

(1) The final STIP performance factor reflects: 128% result on business performance (80% weighting) and 120% result on individual performance (20% weighting).

Equity Ownership Requirements

The Corporation has an equity ownership policy to ensure that senior executives of the Corporation acquire and hold a meaningful equity ownership interest in the Corporation. Executives governed by the policy include the President & CEO, CFO, Chief Operating Officer ("COO") and such other executives as designated by the C&CG Committee (which currently includes all executive vice presidents). Under the policy, each executive shall attain and maintain the following equity ownership levels in the Corporation:

Position	Multiple of Base Salary
President & CEO	5.0x
CFO and COO	3.0x
Other senior executives as determined by C&CG Committee	1.0x

The types of equity interests in the Corporation which determine the value of equity ownership include Common Shares of the Corporation, unvested RSUs and DSUs.

In addition to the above requirements, each executive governed by the equity ownership policy must hold at least 5,000 Common Shares as part of meeting their equity ownership requirement.

Executives have five years from becoming subject to the policy to meet these requirements and shall have one year from any increase in base salary to achieve the incremental ownership requirement.

During a period when an executive has not achieved (or otherwise maintained) his or her ownership requirements, such executive shall be required to (i) retain 100% of such executive's Common Shares then held, and (ii) use 50% of the proceeds from any vested and paid out RSUs, PSUs or DSUs to purchase Common Shares, and (iii) use 50% of the value obtained through the exercise and sale of options to hold or purchase Common Shares.

When an executive has not achieved (or otherwise maintained) the Equity Ownership Requirement after the deadline, each Executive shall be required to (i) retain 100% of such executive's Common Shares then held, and (ii) automatically have 50% of the executive's annual incentive compensation paid in Common Shares or units until such executive is in compliance with the Equity Ownership Requirement.

For the President & CEO, there is a requirement to maintain the equity ownership level for one year following retirement from the organization.

All named executive officers are in compliance with the Company's equity ownership guidelines. Mr. Valkenburg, who has five years from the date of his appointment to satisfy the requirement, remains within the permitted compliance period and is on track to meet the ownership threshold within the prescribed timeframe.

The following tables summarize the NEOs subject to an equity ownership requirement, the number held and market value of common shares and RSUs held which count towards the ownership requirement.

NEO	# RSU	# Common Shares	# Total Held
Laura Dottori-Attanasio	151,931	361,800	513,731
Heath Valkenburg	21,890	4,153	26,043
Kobi Eisenberg	5,420	155,752	161,172
Jim Halliday	53,959	54,301	108,260
David Madrigal	37,442	20,183	57,625

NEO	Ownership Requirement	Value of RSUs Held	Value of Common Shares Held	Total Value Held(1)	Meets Requirement
Laura Dottori-Attanasio(2)	$5,500,000	$5,477,113	$12,878,441	$18,355,554	Yes
Heath Valkenburg(3)	$1,575,000	$789,135	$149,716	$938,850	No
Kobi Eisenberg	$450,000	$195,391	$5,614,860	$5,810,251	Yes
Jim Halliday (4)	$803,735	$1,945,222	$1,957,551	$3,902,773	Yes
David Madrigal (5)	$698,900	$1,349,784	$727,597	$2,077,381	Yes

(1) Represents total number of Common Shares and RSUs held by the NEO as at December 31, 2025. The market value of Common Shares & share units is based on the closing price of the Common Shares on the TSX on December 31, 2025 ($36.05).
(2) This includes 46,200 Common Shares purchased by Ms. Dottori-Attanasio in 2026.
(3) Mr. Valkenburg is on track to meet the ownership requirement within the prescribed 5-year timeframe from the date of his appointment.
(4) Ownership requirement of USD $575,000 converted to CAD using the FX rate as of December 31, 2025, of 1.3978.
(5) Ownership requirement of USD $500,000 converted to CAD using the FX rate as of December 31, 2025, of 1.3978.

Equity Ownership Requirements for 2026

Effective January 1, 2026, the C&CG Committee approved revisions to the equity ownership requirements for executives subject to the policy, including all Executive Vice Presidents. Under the revised policy, each Executive Vice President is required to maintain equity ownership with a value equal to at least two times base salary, with a minimum of one times base salary held in the form of common shares or deferred share units. The equity ownership requirements for the President & CEO remain at five times base salary with a minimum of one times base salary held in common shares or deferred share units. The President & CEO must hold their equity ownership requirement for one year post retirement.

Executives have five years from the date they first become subject to the policy to meet the applicable ownership requirements. In the event of a base salary increase, executives will have one year to meet any incremental ownership obligation resulting from the increase.

All other terms of the equity ownership policy remain unchanged.

Clawbacks

The Corporation has a clawback policy which provides the Board with discretion to recover any and all incentive compensation received or realized by a NEO if there is an incidence of misconduct by such executive resulting in the need for the Corporation to publicly issue an accounting restatement of all or a portion of its interim or annual financial statements or in the event of gross negligence, intentional misconduct, fraud or other misconduct or wilful act engaged in by the executive.

Anti-Monetization

Pursuant to Element's Insider Trading Policy, directors and executive officers of Element are expressly prohibited from, directly or indirectly, undertaking any activities or engaging in trades in securities whereby the interests of such person making the trade are not aligned with those of Element (or would raise a particular concern regarding the same), including, but not limited to, purchasing financial instruments that are designed to hedge or offset a decrease in the market

value of Element's Common Shares or other equity securities granted as compensation or otherwise held.

Performance Graph

The following graph compares the total cumulative shareholder return for $100 invested in Common Shares (with any cash dividends reinvested into Common Shares) on the TSX with the S&P/TSX Composite Total Return Index for the period commencing December 31, 2020 and ending December 31, 2025.

Over the five most recently completed financial years (from December 31, 2020 to December 31, 2025), total shareholder returns for Element have increased by approximately 197%. During that same period, the total compensation received by Element's NEOs has increased. For 2025 specifically, overall compensation levels for Element's top five NEOs were $21.7 million to (up from $18.5 million in 2024 and excluding any termination payments), reflecting strong alignment between pay and financial performance. Accordingly, total shareholder return, as shown in the performance graph below, is aligned and consistent with the total compensation received by Element NEOs.

Note: The cumulative return of the Common Shares (in $) is based on the closing prices of the Common Shares on the TSX on December 31, 2020, 2021, 2022, 2023, 2024 and 2025 or, if there was no trading on such date, the closing price on the last trading day prior to such date. Cash dividends on the shares have been treated as being reinvested into additional shares on the payment date of each dividend.

	December 31, 2020	December 31, 2021	December 31, 2022	December 31, 2023	December 31, 2024	December 31, 2025
Common Shares	100.0	98.1	143.8	171.5	235.7	297.1
S&P/TSX Composite Total Return Index	100.0	125.1	117.8	131.6	160.1	210.8

President & CEO Link Between Performance and Compensation

The table below illustrates Element's strong track record of aligning the President & CEO pay to Element's performance since the appointment of the President & CEO in 2023. The table

compares the current value of compensation awarded to the President & CEO from 2023-2025 to the value received by shareholders over the same period.

The current value of the President & CEO awards as at December 31, 2025, for the fiscal years noted represents the total of:

Realized pay received by the President & CEO (the sum of base salary, STIP, the payout value of share units granted during the period)
Potential realizable value of awards yet to be paid (the sum of the current value of the unvested units granted during the period)

Year	President & CEO	President & CEO					Value of $100
		Annual Total Compensation Awarded (1)	Realized Pay [A] (2)	Realizable Pay [B] (3)	Actual Total Direct Compensation Value as of Dec 31, 2025 [A + B]	Period	President & CEO	Shareholder Value
2023	Dottori-Attanasio	$6.4	$1.9	$9.0	$11.0	May 10, 2023(4) - Dec 31, 2025	$170.3	$186.3
2024	Dottori-Attanasio	$7.5	$3.1	$7.2	$10.4	Jan 1, 2024 – Dec 31, 2025	$137.6	$173.1
2025	Dottori-Attanasio	$7.2	$2.8	$5.6	$8.5	Jan 1, 2025 – Dec 31, 2025	$117.2	$126.0

(1) Annual total compensation awarded includes annual salary, STIP award and LTIP grant.
(2) Realized pay includes salary, STIP award and RSU & PSU payouts.
(3) Realizable pay includes value of unvested RSUs, PSUs as of Dec 31, 2025.
(4) May 10, 2023 is the date when Ms. Dottori-Attanasio was announced as President & CEO.

Cost of Management Ratio

The following table reports the total aggregate compensation for the President & CEO and the top five NEOs and the percentage of adjusted operating income in each of the last three fiscal years.

	2025	2024	2023
Total Aggregate NEO Compensation (1)	$19.8M	$18.4M	$19.8M
Adjusted Operating Income(2)	$930M	$824M	$716M
As a percentage of Adjusted Operating(2) Income	2.1%	2.2%	2.8%

(1) Total NEO compensation includes all elements of compensation for the top five NEOs (excluding any termination payments).
(2) Adjusted results are non-GAAP or supplemental financial measures, which do not have any standard meaning prescribed by GAAP under IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. For further information, please see the "IFRS to Non-GAAP Reconciliations" section in the Corporation's latest MD&A. The Company uses "Adjusted Results" because it believes that they provide useful information to investors regarding its performance and results of operations.

Summary Compensation Table

The following table sets forth information regarding compensation earned by each NEO in fiscal year 2025 for Element's last three completed fiscal years.

Name, Principal Position	Fiscal Year	Salary (a)	Share-based awards (a)	Option-based awards (a)	Non-equity incentive plan compensation (a)	All other compensation (a)	Total compensation (a)
					Annual incentive plans^{(4)}
Laura Dottori-Attanasio, ^{(6)}	2025	$1,100,000	$4,400,000	—	$1,738,000	—	$7,238,000
President & Chief Executive Officer	2024	$1,083,607	$4,400,000	—	$2,048,750	—	$7,532,357
	2023	$878,846	$4,500,000	—	$1,069,589	—	$6,448,435
Heath Valkenburg	2025	$397,789	$585,000	—	$503,100	—	$1,485,889
Executive Vice President & Chief Financial Officer	2024	—	—	—	—	—	—
	2023	—	—	—	—	—	—
Kobi Eisenberg, ^{(7)}	2025	$495,160	$5,609,598	—	$510,125	—	$6,614,884
President, Element Mobility and Autofleet	2024	$112,394	—	—	$132,647	—	$245,041
	2023	—	—	—	—	—	—
Jim Halliday, ^{(8)}	2025	$803,735	$1,401,173	—	$1,108,455	—	$3,313,363
Vice Chair	2024	$787,635	$1,318,890	—	$1,237,614	—	$3,344,139
	2023	$776,078	$1,901,103	—	$858,409	—	$3,535,590
David Madrigal,	2025	$698,900	$1,034,712	—	$818,552	$94,247	$2,646,410
Executive Vice President & Chief Commercial Officer	2024	$684,900	$974,016	—	$979,681	$112,910	$2,751,507
	2023	$674,850	$1,230,930	—	$506,138	$58,229	$2,470,146
Frank Ruperto, ^{(9)}	2025	$191,707	—	—	$243,884	—	$435,590
Former Executive Vice President & Chief Financial Officer	2024	$787,635	$1,237,812	—	$1,161,453	—	$3,186,900
	2023	$776,078	$2,190,030	—	$1,004,447	—	$3,970,554

(1) The salaries shown may differ from other compensation tables as the figures above represent the actual salary received in the fiscal year and other tables show the annual base salary (not pro-rated for any increases).

(2) The value of share-based awards is determined by the Corporation when allocating long-term compensation for each executive. Share-based awards were granted in the form of PSUs and RSUs under the Unit Plan, in which the number of PSUs and RSUs granted is calculated by dividing the dollar value of the award by the 10-day volume weighted average price of the Common Shares on the TSX as at the award grant date. No assumptions are required, and the amounts are based on the fair value of the award on the relevant grant date(s).

(3) No stock options have been granted since 2018.

(4) As determined by the C&CG Committee of the Board. See section entitled "Compensation Discussion and Analysis – Compensation Components".

(5) The amount shown for Mr. Madrigal relates to his employment agreement when he relocated to the U.S., including two trips home annually for him and his family. Additionally, this reflects the use of a company car, and the annual commercial winners circle trip that recognizes team members who exemplify Element's commitment to delivering a consistent, superior client experience. For all other NEOs, no perquisites were paid that, in aggregate, were in excess of (i) 10% of base salary or (ii) $50,000.

(6) Ms. Dottori-Attanasio joined Element on February 15, 2023, as President of the Corporation and assumed the role of Chief Executive Officer on May 10, 2023.

(7) Mr. Eisenberg was appointed to President, Element Mobility and Autofleet on October 1, 2024. In 2025, he was awarded a one-time performance share unit grant of C$5,000,000, more details on this award can be found on page 56.

(8) Mr. Halliday was appointed to Vice Chair on August 26, 2024. Previously, he held the position of Executive Vice President & Chief Operating Officer.

(9) Mr. Ruperto retired as Executive Vice President & Chief Financial Officer on March 28, 2025.

Incentive Plan Awards

Outstanding option-based and share-based awards

The following table sets out, for each NEO, information concerning all option-based awards and share-based awards (RSUs and PSUs at target) outstanding as of December 31, 2025.

Option-based Awards					Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date (1)	Value of unexercised in-the-money options (2) ($)	Number of shares or units that have not vested (#)	Market or payout value of share-based awards that have not vested ($)(3)	Market or payout value of share-based awards not paid out or distributed ($)(3)
Laura Dottori-Attanasio	—	—	—	—	607,726	$21,908,522	—
Heath Valkenburg	—	—	—	—	37,497	$1,351,767	—
Kobi Eisenberg	—	—	—	—	199,532	$7,193,129	—
Jim Halliday	67,351	$5.73	March 15, 2026	$2,042,082	215,841	$7,781,068	—
	67,352	$5.73	May 16, 2026	$2,042,113
David Madrigal	10,267	$5.73	May 16, 2026	$311,295	149,768	$5,399,136	—

(1) On May 3, 2011, the Board approved the amendment and restatement of the Option Plan. Pursuant to such amendment and restatement, Element amended the vesting period from one year to three years and the exercise term from two years to five years. Options issued prior to such amendment and restatement were not affected thereby. The Option Plan (including all unallocated Options thereunder and certain amendments thereto) was re-approved by shareholders on June 26, 2014, and on June 6, 2017. The Corporation has decided not to seek re-approval of the Option Plan at the Meeting. As a result, the Corporation will not be granting any new Options under the Option Plan. Additionally, options which have not been allocated and options which are outstanding and are subsequently cancelled, terminated, or exercised will not be available for a new grant of options. Previously allocated options will continue unaffected.

(2) Represents the intrinsic value of all Options (whether vested or unvested) and units (RSUs and PSUs at target) based on the closing price of the Common Shares on the TSX on December 31, 2025, which was $36.05.

(3) The market or payout value of DSUs that are payable after the executive leaves the Corporation is based on the closing price of the Common Shares on the TSX on December 31, 2025, which was $36.05 per Common Share.

Value Vested or Earned During the Year

The table below sets out the option-based, share-based and non-equity-based incentive plan amounts vested or earned in 2025.

Name	Option-based awards – Value vested or earned during the year ($)	Share-based awards - Value vested or earned during the year ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Laura Dottori-Attanasio	—	—	$1,738,000
Heath Valkenburg		$195,076	$503,100
Kobi Eisenberg	—	—	$510,125
Jim Halliday	—	$5,803,098	$1,108,455
David Madrigal	—	$3,169,685	$818,552

Equity Compensation Plan Information

The following table sets out the number of Common Shares issuable pursuant to the Option Plan, and the weighted-average exercise price of the outstanding Options.

Plan Category	Number of Securities to be Issued upon Exercise of Options (as at December 31, 2025)	Weighted – Average Exercise Price of Outstanding Options (as at December 31, 2025)	Number of Securities Remaining Available for Future Issuance Under the Option Plan (excluding securities reflected in (a)) (as at December 31, 2025)
Equity Compensation Plans Approved by Security holders (1)	144,432	$5.73	—
Equity Compensation Plans Not Approved by Security holders	—	—	—

(1) The DSU Plan and the Unit Plan are not included in the above figures as all DSUs, RSUs and PSUs are settled in cash, as opposed to Common Shares issued from treasury.

(2) The Corporation decided not to seek re-approval of the Option Plan. As a result, the Corporation will not be granting any new Options under the Option Plan. Additionally, options which have not been allocated and options which are outstanding and are subsequently cancelled, terminated, or exercised will not be available for a new grant of options. Previously allocated options will continue unaffected.

LONG-TERM INCENTIVE PLANS

Long-Term Incentive Plan Descriptions

PSUs and RSUs (Cash-Settled)

The Board adopted the Element Share Unit Plan (“Unit Plan”) in February 2014. Under the Unit Plan, both PSUs and RSUs may be granted. PSUs and RSUs vest within three years and are settled in cash at the end of the term based on the volume weighted average trading price of the Common Shares for the 10 trading days preceding the vesting date. PSUs are also subject to performance conditions that are approved by the Board, upon recommendation from the C&CG Committee, which align executives with the Corporation’s business strategy and reward executives only for the performance objectives that they are successful in achieving. The Unit Plan provides that the C&CG Committee may make proportionate adjustments to the PSUs in the event of certain changes in the capital of the Corporation.

During 2025, the Corporation granted a total of 701,370 PSUs (excluding reinvested dividends) and a total of 1,617,995 PSUs are outstanding as of December 31, 2025 (with 6,033 cancelled or forfeited).

During 2025, the Corporation granted a total of 483,767 RSUs (excluding reinvested dividends) and a total of 1,350,092 RSUs are outstanding as of December 31, 2025 (with 42,235 cancelled or forfeited).

PSUs will be granted in connection with the annual long-term incentive plan. Depending on the specific purpose of the award, the C&CG Committee will determine the associated performance metrics, weightings and performance period.

The number of units that vest is based on performance against the metrics that are tied to Element’s strategic priorities. The 2025 PSU performance metric is based on three-year total shareholder return of Element relative to the S&P/TSX Composite Index and adjusted return on equity, equally weighted at 50%. The PSU performance multiplier under this plan design may range from 0% to 200% depending on actual performance.

Under the Unit Plan, the payout of PSUs is determined by multiplying the number of PSUs that vest by volume weighted average trading price of the Common Shares for the 10 trading days preceding the vesting date.

In October 2020, the C&CG Committee approved a change to the Unit Plan such that Share Units would no longer fully vest on a termination without cause, rather they would vest on a pro-rata basis. This amendment will apply to all future grants of PSUs and RSUs.

Additionally, the C&CG Committee also approved the following treatment for retirement under the plan: in the event the Participant retires, all RSUs and/or PSUs shall continue to vest in accordance with the regular vesting schedule. Generally, a participant shall be deemed to “Retire” if the following criteria are met:

a) 55 years of age with at least five years of service;
b) Participant provides at least six months written notice of their intent to retire;
c) Participant is a “Good Leaver”, including compliance with non-compete and non-solicit agreements;

Additionally, if the Board otherwise determines that a Participant shall be deemed to have Retired.

Stock Options

The Corporation did not seek re-approval of the Option Plan at the 2021 annual shareholder meeting. As a result, while there are previously granted stock options ("Options") that remain outstanding, the Corporation has not granted any options since 2021 and will not be granting any new options under the Option Plan. Additionally, options which have not been allocated and options which are outstanding and are subsequently cancelled, terminated or exercised will not be available for a new grant of options. Previously allocated options will continue unaffected.

Options allow participants to purchase Common Shares at a specified exercise price within a specified maximum exercise period of eight years. The following is a summary of the Option Plan:

Eligible participants under the Option Plan are the officers and other key full-time employees of the Corporation and its affiliates. Non-employee directors are not entitled to participate in the Option Plan.
Options typically vest over three years.
Each vested portion is exercisable for five years from the vesting date.
Exercise price is established by the Board but shall not be less than the closing price of the Common Shares on the last trading day before the grant date.
The Option Plan provides that the Board may make appropriate adjustments in the event of certain changes in the capital of the Corporation.
Maximum number of Common Shares that may be issued pursuant to the Option Plan and other security-based compensation arrangements will not exceed 10% of the issued and outstanding Common Shares, calculated from time to time at the date Options are granted. The Board will take into account previous grants of Options when considering future grants.
Common Shares subject to an Option that has been granted and that is subsequently cancelled or terminated for any reason without having been exercised will again be available for grant under the Option Plan.
Options are personal to the recipient and are non-transferable except in accordance with the Option Plan and the regulations thereto.
Subject to applicable law and upon notice to the Corporation, a holder may transfer Options, or Common Shares received under the exercise of Options, to any registered retirement savings plan, registered retirement income fund, tax-free savings account or similar retirement or investment fund established by or for the holder or under which the holder is a beneficiary.
Upon death of a holder, the holder's Option(s) become part of his or her estate, and any right of the holder may be exercised by the deceased holder's legal representatives in accordance with the Option Plan, provided the legal representatives comply with all obligations of the deceased holder.
Options are not granted during "blackout periods" under Element's insider trading policy. If an Option expires during a blackout period, the expiry date for such Option will be automatically extended to the 10th business day following the end of such blackout period.
In the case of termination of employment of any Option-holder for cause, all granted Options then held by such person immediately terminate as of the date of termination of employment.
In the case of termination of employment of any Option-holder as a result of death or disability, all granted Options then held by such person shall terminate as of the earlier of the expiry date for such Options or one year from the date of death or disability.
In cases where the employment of any Option-holder is terminated for reason other than cause, death or disability, all granted Options then held by such person shall terminate as of the earlier of the expiry dates for such Options or one year following the last day of employment.

In the event of a change of control, the Board, having regard to its fiduciary duties and the best interests of the Corporation, will address the economic value of the rights that participants, as a group, have in outstanding Options in whatever manner the Board deems to be reasonable.

The Board enacted the Option Plan prior to the Corporation becoming a public company in December 2011 and the Option Plan was re-approved by shareholders at the Corporation's 2014 and 2017 annual meetings. The Board is not seeking re-approval of the Option Plan at the Meeting. The number of Common Shares issuable to insiders or to any individual participant of Element, at any time, pursuant to the Option Plan and other security-based compensation arrangements shall not exceed 10% of the issued and outstanding Common Shares. In addition, the number of Common Shares issued to insiders or to any individual participant of Element, within a one-year period, pursuant to the Option Plan and other security-based compensation arrangements shall not exceed 10% of the issued and outstanding Common Shares. As discussed above, effective January 1, 2014, the granting of Options to non-employee directors under the Option Plan was discontinued. At the Corporation's 2017 annual meeting, shareholders approved an amendment to the Option Plan to codify this practice by removing non-employee directors as eligible participants under the Option Plan.

Pursuant to the Option Plan, for purposes of compliance with Section 409A of the Internal Revenue Code of 1986, as amended, certain terms of the Options held by U.S. taxpayers may differ from those described above.

During 2025, the Corporation did not grant any Options and a total of 144,432 Options remained outstanding as of December 31, 2025 (representing approximately 0.04% of the issued and outstanding Common Shares on a fully diluted basis).

Since the inception of the Option Plan, a total of 20,724,296 Common Shares have been issued pursuant to the exercise of Options, representing approximately 5.19% of the outstanding Common Shares on a non-diluted basis.

Stock Option overhang, dilution and burn rates

	2025	2024	2023
Overhang (1)	4.22%	4.30%	4.16%
Dilution (2)	0.04%	0.04%	0.14%
Burn Rate (3)	0.00%	0.00%	0.00%

(1) The total number of Common Shares reserved for issuance to employees, less the number of Options redeemed, expressed as a percentage of the total number of Common Shares outstanding as at December 31st of each year on a diluted basis.
(2) The total number of Options outstanding, expressed as a percentage of the total number of Common Shares outstanding as at December 31st of each year on a diluted basis.
(3) The total number of Options granted in a fiscal year, expressed as a percentage of the weighted average number of Common Shares outstanding for the applicable fiscal year calculated in accordance with the CPA Canada Handbook.

DSUs (Cash-Settled)

Effective May 13, 2013, the Board adopted a deferred share unit plan (the "DSU Plan"). Under the DSU Plan, the Board may grant DSUs to directors and executives of Element; however, the Board did not grant any DSUs to NEOs or any other non-directors in 2025. However, in order to further align the interests of executives and shareholders, executives will have the option in future years to elect to receive a portion of their STIP in DSUs. Such election must be made prior to the year in respect of which the STIP is earned.

The purpose of the DSU Plan is to attract and retain qualified persons to serve on the Board, and to strengthen the alignment of interests between participants in the DSU Plan and shareholders by requiring participants to defer receiving a portion of their compensation until their retirement or resignation and having the value of such portion fluctuate with the value of the Common Shares.

Under the terms of the DSU Plan, the number of DSUs that a participant will receive is calculated by dividing the portion of the participant's eligible compensation by the volume-weighted average price of the Common Shares on the TSX for the 10 most recent preceding days on which they were traded on the grant date.

The redemption date of a participant's DSUs shall not occur until his or her resignation or retirement from the Corporation. In such case, the participant will provide the Corporation with a written redemption notice specifying a redemption date, which shall occur no later than December 15th of the calendar year following the year in which the participant resigned or retired. On a redemption date, a participant will receive a lump sum cash payment in satisfaction of any DSUs credited to his or her account in an amount equal to: (i) the number of DSUs credited to the participant's account on the redemption date, multiplied by (ii) the volume-weighted average price of the Common Shares on the TSX for the 10 most recent preceding days on which they were traded (less any applicable withholding taxes). The DSU Plan provides that the Board may make appropriate adjustments to the DSUs in the event of certain changes in the capital of the Corporation.

During 2025, the Corporation granted 84,575 DSUs to directors. No DSUs were awarded to NEOs in 2025.

Termination and Change of Control Benefits for NEOs

The Corporation has standard policies in respect of executive terminations. In November 2019, the C&CG Committee approved a change to the Share Unit plan to incorporate a double trigger provision as well as Board discretion upon a Change in Control. In October 2020, the C&CG Committee approved a further change to the Share Unit plan such that Share Units would no longer fully vest on a termination without cause, rather they would vest on a pro-rata basis, subject to the Corporation's discretion to permit continued vesting. This amendment will apply to all future grants of PSUs and RSUs.

Compensation Elements	Retirement	Termination for Cause / Resignation	Termination Without Cause	Termination Without Cause following a Change of Control
Salary	Ends as of the retirement date	Ends as of the termination or resignation date	Ends as of the termination date
Lump sum payment between 12-24 months' base salary	Lump sum payment between 12-24 months' base salary
STIP	Pro-rata to date of retirement	Forfeiture	Pro-rata for the year of termination
Lump sum payment between 12-24 months' STIP	Lump sum payment between 12-24 months' STIP
RSU / PSU	Continued vesting of all outstanding RSUs & PSUs	Forfeiture	Pro-rata vesting	All RSUs and/or PSUs granted after November 2019 vest on termination

Employment Agreement of Ms. Dottori-Attanasio

Under the terms of her employment agreement, if Ms. Dottori-Attanasio is terminated without just cause or in circumstances constituting constructive dismissal (including a termination without just cause or constructive dismissal in the 12 months following a Change of Control), then Element must provide Ms. Dottori-Attanasio with a payment equal to 24 months of Cash Compensation. For the purposes of Ms. Dottori-Attanasio's employment agreement, "Cash Compensation" means the total of (A) Ms. Dottori-Attanasio's base salary as of the termination date, (B) the greater of her target STIP award payable in cash for the year of termination or the STIP award earned and paid in cash in the year prior to the year of termination, and (C) the annual value of her perquisite package, not to exceed $49,900. As at December 31, 2025, such amount would be equivalent to $5,725,900. Ms. Dottori-Attanasio will also be entitled to continue to participate in the Corporation's benefits plans (excluding disability coverage) for the applicable period, determined as set out above. Following termination upon Change of Control, unvested outstanding units held by Ms. Dottori-Attanasio would be treated in accordance with the relevant terms and conditions of the applicable plans. Giving effect to the immediate vesting of all previously granted share units upon a Change of Control on December 31, 2025, Ms. Dottori-Attanasio would hold share units with an estimated combined value of $21,908,522.

Employment Agreement of Mr. Valkenburg

Under the terms of his employment agreement, if Mr. Valkenburg is terminated without just cause or in circumstances constituting constructive dismissal (including a termination without just cause or constructive dismissal in the 12 months following a Change of Control), then Element must provide Mr. Valkenburg with a payment equal to: 18 months of Cash Compensation. For the purposes of Mr. Valkenburg's employment agreement, "Cash Compensation" means the total of (A) Mr. Valkenburg's base salary as of the termination date and (B) the greater of Mr. Valkenburg's target STIP award payable in cash for the year of termination or the STIP award earned and paid in cash in the year prior to the year of termination. As at December 31, 2025, such amount would be equivalent to $1,592,149. Mr. Valkenburg will also be entitled to continue to participate in the Corporation's benefits plans (excluding disability coverage) for the applicable period, determined as set out above. Following termination upon Change of Control, unvested outstanding units held

by Mr. Valkenburg will be treated in accordance with the relevant terms and conditions of the applicable plans. Giving effect to the immediate vesting of all previously granted units upon a Change of Control on December 31, 2025, Mr. Valkenburg would hold share units with an estimated combined value of $1,351,767.

Employment Agreement of Mr. Ruperto

In September 2024, Mr. Ruperto announced his retirement as the Corporation's CFO effective March 28, 2025. In connection with this retirement, Mr. Ruperto received a 2025 short-term incentive payment for his period of active employment and his RSUs and PSUs will vest in normal course. He is also entitled to continue to participate in the Corporation's benefit plans (excluding disability coverage) for a period of 12 months following the retirement date. Mr. Ruperto did not receive a severance payment.

Employment Agreement of Mr. Halliday

Under the terms of his employment agreement, if Mr. Halliday is terminated without just cause or in circumstances constituting constructive dismissal (including a termination without just cause or constructive dismissal following a Change of Control), or in the event that he is terminated due to disability or death, then Element must provide Mr. Halliday with a payment equal to two (2) times the base salary on the termination date plus two (2) times the greater of (i) the targeted annual bonus and (ii) the average of the actual bonus paid by Element in the two fiscal years prior to the termination date. As at December 31, 2025, such amount would be equivalent to $3,953,539 for Mr. Halliday. Following termination upon Change of Control, unvested outstanding Options and units held by Mr. Halliday will be treated in accordance with the terms and conditions of the plan applicable to the Change of Control. Giving effect to the immediate vesting of all previously granted Options and share units upon a Change of Control on December 31, 2025, Mr. Halliday would hold Options and share units with an estimated combined value of $11,865,263.

Employment Agreement of Mr. Madrigal

Under the terms of his employment agreement, if Mr. Madrigal is terminated without just cause or in circumstances constituting constructive dismissal (including a termination without just cause or constructive dismissal in the 12 months following a Change of Control), then Element must provide Mr. Madrigal with a payment equal to: 24 months of Cash Compensation. For the purposes of Mr. Madrigal's employment agreement, "Cash Compensation" means the total of (A) Mr. Madrigal's base salary as of the termination date and (B) the greater of Mr. Madrigal's target STIP award payable in cash for the year of termination or the STIP award earned and paid in cash in the year prior to the year of termination. As at December 31, 2025 such amount would be equivalent to $3,034,903. Mr. Madrigal will also be entitled to continue to participate in the Corporation's benefits plans (excluding disability coverage) for the applicable period, determined as set out above. Following termination upon Change of Control, unvested outstanding Options and units held by Mr. Madrigal will be treated in accordance with the relevant terms and conditions of the applicable plans. Giving effect to the immediate vesting of all previously granted share units upon a Change of Control on December 31, 2025, Mr. Madrigal would hold Options and share units with an estimated combined value of $5,710,432.

Employment Agreement of Mr. Eisenberg

Under the terms of his employment agreement, if Mr. Eisenberg is terminated without just cause or in circumstances constituting constructive dismissal (including a termination without just cause or constructive dismissal in the 12 months following a Change of Control), then Element must provide Mr. Eisenberg with a payment equal to: 12 months of Cash Compensation. For purposes

of Mr. Eisenberg's employment agreement, "Cash Compensation" means the total of (A) Mr. Eisenberg's base salary as of the termination date and (B) the greater of Mr. Eisenberg's target STIP award payable in cash for the year of termination or the STIP award earned and paid in cash in the year prior to the year of termination. As at December 31, 2025, such amount would be equivalent to $1,005,286. Mr. Eisenberg will also be entitled to continue to participate in the Corporation's benefit plans (excluding disability coverage) for the applicable period, determined as set out above. Following termination upon Change of Control, unvested outstanding Options and units held by Mr. Eisenberg will be treated in accordance with the relevant terms and conditions of the applicable plans. Giving effective to the immediate vesting of all previously granted share units upon Change of Control on December 31, 2025, Mr. Eisenberg would hold share units with an estimated combined value of $7,193,129.

For the purposes of the employment agreements of the current NEOs, if applicable, a "Change of Control" means (a) the acquisition of control in law (whether by sale, transfer, merger, amalgamation, take-over, arrangement, consolidation or otherwise in a transaction or series of transactions) of Element by a third party (that is, the acquisition of control of over 50.1% of the issued and outstanding Common Shares); or (b) the direct or indirect sale, transfer or other disposition of all or substantially all of the assets of Element to one or more third parties in a transaction or series of transactions.

Each of the current NEOs is subject to a non-competition clause and a non-solicitation clause for a period of 24 months, following the date of the termination of their employment, for whatever reason and with or without just cause.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Aggregate Indebtedness

As of March 25, 2026, no indebtedness was outstanding for the purchase of securities of the Corporation and for other purposes by any individuals who were current or former directors, officers and employees of the Corporation and its subsidiaries.

Indebtedness of Directors and Executive Officers under Securities Purchase Program

As of March 25, 2026 and during the year ended December 31, 2025, there was no indebtedness of directors and executive officers of the Corporation (including any person who, during the year-ended December 31, 2025, was, but is not at the date of this Circular, a director or executive officer of the Corporation), nominees for election as directors, and any associates of any of the foregoing persons, to the Corporation or its subsidiaries, or to other entities if the indebtedness to such other entities is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

Interests of Informed Persons in Material Transactions

The Corporation is not aware of any material interest, direct or indirect, of any informed person of the Corporation, any proposed director or any associate or affiliate of any informed person or proposed director in any transaction since the commencement of the Corporation's most recently

completed financial year, or in any proposed transaction, that has materially affected or would materially affect the Corporation or any of its affiliates or subsidiaries.

Interests of Certain Persons or Companies in Matters to be Acted Upon

None of the Corporation's directors or executive officers, nor any person who has had such a position since January 1, 2025, nor any proposed nominee for election as our director, nor any of their respective associates or affiliates, 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.

Directors' and Officers' Liability Insurance

The Corporation maintains liability insurance for its directors and officers acting in their respective capacities in an aggregate amount of $100,000,000 subject to a $250,000 deductible payable by the Corporation. The annual premium paid by the Corporation for this coverage is $308,945.

AVAILABLE INFORMATION

Additional information relating to the Corporation is available on SEDAR+ at www.sedarplus.com. Any document incorporated by reference is also on SEDAR+. Securityholders of the Corporation can, upon request, obtain a copy of any such document free of charge. Financial information about the Corporation is provided in the Corporation's comparative annual financial statements and MD&A for its most recently completed financial year.

Shareholders of the Corporation may request copies of the Corporation's financial statements and MD&A by contacting the Senior Vice President & Corporate Secretary of the Corporation by email at [email protected] or by mail at 161 Bay Street, Suite 3600, Toronto, Ontario, M5J 2S1.

******

DIRECTORS' APPROVAL

The contents and the sending of this Circular have been approved by the Board of Directors of the Corporation.

Dated as of March 25, 2026.

"David Steinhauer"

David Steinhauer
Senior Vice President & Corporate
Secretary

APPENDIX A

ELEMENT FLEET MANAGEMENT CORP.
BOARD OF DIRECTORS MANDATE

As of February 25, 2026

Purpose

The Board of Directors (the "Board") has the duty to supervise the management of the business and affairs of Element Fleet Management Corp. ("Element" or the "Corporation"). The Board, directly and through its committees and the chair of the Board (the "Chair"), shall provide direction to senior management, generally through the Chief Executive Officer, to pursue the best interests of the Corporation.

This Board Mandate (this "Mandate") was initially adopted by the Board on December 14, 2011.

Composition

General

The composition and organization of the Board, including the number, qualifications and remuneration of directors, the number of Board meetings, Canadian residency requirements, quorum requirements, meeting procedures and notices of meetings are governed by the Business Corporations Act (Ontario), applicable Canadian securities laws, applicable stock exchange rules (including the rules of the Toronto Stock Exchange) and the articles and by-laws of the Corporation, in each case as they may be amended and/or replaced from time to time, subject to any exemptions or relief that may be granted from such requirements.

Each director must have an understanding of the Corporation's principal operational and financial objectives, plans and strategies, and financial position and performance. Directors must have sufficient time to carry out their duties and not assume responsibilities that would materially interfere with, or be incompatible with, Board membership. Directors, who experience a significant change in their personal circumstances, including a change in their principal occupation, are expected to advise the chair of the Compensation and Corporate Governance Committee and tender their resignation from the Board. Such resignation shall only become effective if it is accepted by the Board upon the recommendation of the Compensation and Corporate Governance Committee.

Independence

A majority of the Board must be independent. "Independent" shall have the meaning, as the context requires, given to it in National Policy 58-201 Corporate Governance Guidelines, as it may be amended and/or replaced from time to time.

Chair of the Board

The Chair shall act as the effective leader of the Board and ensure that the Board's agenda will enable it to successfully carry out its duties.

Duties and Responsibilities

The Board shall have the specific duties and responsibilities outlined below.

Strategic Planning

(a) Strategic Plans

The Board shall adopt a strategic plan for the Corporation. At least annually, the Board shall review and, if advisable, approve the Corporation's strategic planning process and the Corporation's annual strategic plan. In discharging this responsibility, the Board shall review the plan in light of management's assessment of emerging trends, the competitive environment, the opportunities for the business of the Corporation, risk issues, and significant business practices and products.

(b) Business and Capital Plans

At least annually, the Board shall review and, if advisable, approve the Corporation's annual business and capital plans as well as policies and processes generated by management relating to the authorization of major investments and significant allocation of capital.

At least annually, the Board shall review management's implementation of the Corporation's strategic, business and capital plans. The Board shall review and, if advisable, approve any material amendments to, or variances from, these plans.

Risk Management

(a) General

At least annually, the Board shall review reports provided by management and the Credit and Risk Committee of principal risks associated with the Corporation's business and operations, review the implementation by management of appropriate systems to manage these risks, and review reports by management relating to the operation of, and any material deficiencies in, these systems.

(b) Verification of Controls

The Board shall verify that internal, financial, non-financial and business control and management information systems have been established by management.

Human Resource Management

(a) General

At least annually, the Board shall review a report of the Compensation and Corporate Governance Committee concerning the Corporation's approach to human resource management and executive compensation.

(b) Succession Review

At least annually, the Board shall review the succession plans of the Corporation for the Chair, the Chief Executive Officer and other executive officers, including the appointment, training and monitoring of such persons.

The Board shall, to the extent feasible, satisfy itself as to the integrity of the Chief Executive Officer and other executive officers of the Corporation and that the Chief Executive Officer and other senior officers strive to create a culture of integrity throughout the Corporation.

Corporate Governance

(a) General

At least annually, the Board shall review a report of the Compensation and Corporate Governance Committee concerning the Corporation's approach to corporate governance.

(b) Director Independence

At least annually, the Board shall consider, with the input of the Compensation and Corporate Governance Committee, the director independence standards established by the Board and the Board's ability to act independently from management in fulfilling its duties.

The Board has adopted a written Code of Business Conduct and Ethics (the "Code") applicable to directors, officers and employees of the Corporation. At least annually, the Board shall review the report of the Compensation and Corporate Governance Committee relating to compliance with, or material deficiencies from, the Code and approve changes it considers appropriate. The Board shall review reports from the Compensation and Corporate Governance Committee concerning investigations and any resolutions of complaints received under the Code.

(d) Board of Directors Mandate Review

At least annually, the Board shall review and assess the adequacy of this Mandate to ensure compliance with any rules or regulations promulgated by any regulatory body and approve any modifications to this Mandate as considered advisable.

Credit

At least annually, the Board shall review reports provided by management and the Credit & Risk Committee concerning credit risks associated with the Corporation's business and operations, the development, origination and performance of the Corporation's asset portfolio from a credit risk perspective, and the integration activities of acquired businesses and other strategic initiatives and investments.

Communications

(a) General

The Board has adopted a Disclosure Policy for the Corporation. At least annually, the Board, in conjunction with the Chief Executive Officer, shall review the Corporation's overall Disclosure Policy, including measures for receiving feedback from the Corporation's stakeholders, and management's compliance with such policy. The Board shall, if advisable, approve material changes to the Corporation's Disclosure Policy.

(b) Shareholders

The Corporation endeavors to keep its shareholders informed of its progress through an annual report, annual information form, quarterly interim reports, periodic press releases and other continuous disclosure documentation, as applicable. Directors and management meet with the Corporation's shareholders at the annual meeting and are available to respond to questions at that time. In addition, the Corporation shall maintain a website that is regularly updated and provides investors with relevant information on the Corporation and an opportunity to communicate with the Corporation.

4. Committees of the Board

The Board has established the following committees: the Compensation and Corporate Governance Committee, the Audit Committee, and the Credit & Risk Committee. Subject to applicable law and regulations, the Board may establish other Board committees or merge or dispose of any such Board committee.

Committee Mandates

The Board has approved mandates for each Board committee and shall approve mandates for each new Board committee. At least annually, each committee mandate shall be reviewed by the Compensation and Corporate Governance Committee and any suggested amendments brought to the Board for consideration and approval.

Delegation to Committees

The Board has delegated to the applicable committee those duties and responsibilities set out in each Board committee's mandate.

Consideration of Committee Recommendations

As required by applicable law, by applicable committee Mandate or as the Board may consider advisable, the Board shall consider for approval the specific matters delegated for review to Board committees.

Board/Committee Communication

To facilitate communication between the Board and each Board committee, each committee chair shall provide a report to the Board on material matters considered by the committee at the first Board meeting after the committee's meeting.

Meetings

The Board will meet at least once in each quarter, with additional meetings held as deemed advisable. The Chair is primarily responsible for the agenda and for supervising the conduct of the meeting. Any director may propose the inclusion of items on the agenda, request the presence of, or a report by any member of senior management, or at any Board meeting raise subjects that are not on the agenda for that meeting.

Meetings of the Board shall be conducted in accordance with the Corporation's constating documents.

Secretary and Minutes

The Corporation's Secretary, his or her designate or any other person the Board requests shall act as secretary of Board meetings. Minutes of Board meetings shall be recorded and maintained by the Secretary and subsequently presented to the Board for approval.

Meetings Without Management

The independent members of the Board shall hold regularly scheduled meetings, or portions of regularly scheduled meetings, at which non-independent directors and members of management are not present.

Directors' Responsibilities

Each director is expected to attend all meetings of the Board and any committee of which he or she is a member. Directors will be expected to have read and considered the materials sent to them in advance of each meeting and to actively participate in the meetings.

Access to Management and Outside Advisors

In discharging the forgoing duties and responsibilities, the Board shall have unrestricted access to management and employees of the Corporation and to the relevant books, records and systems of the Corporation as considered appropriate. The Board shall have the authority to retain legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities. The Corporation shall provide appropriate funding, as determined by the Board, for the services of these advisors.

Service on Other Boards and Audit Committees

Directors may serve on the boards of other public companies so long as these commitments do not materially interfere and are compatible with their ability to fulfill their duties as a member of the Board. Directors must advise the Chair in advance of accepting an invitation to serve on the board of another public corporation.

Director Development and Evaluation

Each new director shall participate in the Corporation's initial orientation program and each director shall participate in the Corporation's continuing director development programs. The

Compensation and Corporate Governance Committee shall review with each new member: (i) certain information and materials regarding the Corporation, including the role of the Board and its committees; and (ii) the legal obligations of a director of the Corporation. From time to time as required, the Board, with the assistance of the Compensation and Corporate Governance Committee, shall review the Corporation's initial orientation program and continuing director development programs. On an annual basis, the Board, with the assistance of the Compensation and Corporate Governance Committee, shall conduct an evaluation of the full Board, each Committee and each director.

7. No Rights Created

This Mandate is a statement of broad policies and is intended as a component of the flexible governance framework within which the Board, assisted by its committees, directs the affairs of the Corporation. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Corporation's Articles and By-laws, it is not intended to establish any legally binding obligations.

APPENDIX B

VIRTUAL AGM USER GUIDE

Computershare

ELEMENT FLEET MANAGEMENT CORP.

HOW TO PARTICIPATE IN THE MEETING ONLINE

Attending the Meeting online

We will be conducting a Virtual Meeting, giving you the opportunity to attend the meeting online, using your smartphone, tablet or computer.

If you choose to participate online you will be able to view a live webcast of the meeting, ask questions and submit your votes in real time.

Visit https://meetnow.global/MQPRHKW

You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

Participate

To join, you must have your Control Number or Invite Code.

May 7, 2026 at 10:00 AM EST

You will be able to log into the site up to 60 minutes prior to the start of the meeting.

Access

Once the webpage above has loaded into your web browser, click JOIN MEETING NOW then select on the login screen and enter your Control Number, or if you are an appointed proxyholder, select Invitation and enter your Invite Code.

If you have trouble logging in, contact us using the telephone number provided at the bottom of the screen.

Important Notice for Non-Registered Holders:

Non-registered holders (holders who hold their securities through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will not be able to participate at the meeting. Non-registered holders that wish to attend and participate should follow the instructions on the voting information form and in the management information circular relating to the meeting to appoint and register yourself as proxyholder, otherwise you will be required to login as a guest.

If you are a guest:

Select Guest on the login screen. As a guest, you will be prompted to enter your name and email address.

Please note: Guests will be able to ask questions vote at the meeting.

Navigation

When successfully accessed, you can view the webcast, vote, ask questions, and view meeting documents.

If viewing on a computer, the webcast will appear automatically once the meeting has started.

Voting

Resolutions will be put forward for voting in the Vote tab. To vote, simply select your voting direction from the options shown.

Be sure to vote on all resolutions using the numbered link, if one appears, within the Vote tab.

Your vote has been cast when the check mark appears.

Q&A

Any authenticated holder or appointed proxy attending the meeting online is eligible to partake in the discussion.

Access the Q&A tab, type your question into the box at the bottom of the screen and then press the Send button.

element

AI assistant

Element Fleet Management Corp. — Proxy Solicitation & Information Statement 2026

46956_rns_2026-03-31_3bce955c-a5b6-4578-96ce-de3f61855b06.pdf

ELEMENT FLEET MANAGEMENT CORP.

Invitation to Shareholders

ELEMENT FLEET MANAGEMENT CORP.

Notice of Annual Meeting of Shareholders

ELEMENT FLEET MANAGEMENT CORP.

Management Information Circular for Annual Meeting of Shareholders

ABOUT THIS MANAGEMENT INFORMATION CIRCULAR

Solicitation of Proxies

Attending the Meeting

Voting at the Meeting

Appointment of Proxyholder

Registered Shareholders

Non-Registered Shareholders

Non-Registered Shareholders (United States)

Revocation of Proxy

Voting of Proxies

Non-Registered Shareholders

NOTICE AND ACCESS

VOTING SHARES

Voting Shares

Record Date

Principal Shareholders

MATTERS TO BE ACTED UPON AT MEETING

Financial Statements

Election of Directors

Re-appointment of Auditors

Advisory Vote on the Corporation's Approach to Executive Compensation

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

DIRECTORS

Nominees for Election to the Board of Directors

Laura Dottori-Attanasio – Executive Director

Securities held at fiscal year end(1)

Paolo Ferrari – Independent Director

G. Keith Graham – Independent Director

Rubin J. McDougal – Independent Director

Securities held at fiscal year end

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Majority Voting Policy

Director Term Limits/Mandatory Retirement

Director Interlocks

2025 Director Attendance

Director Skills Assessment

Director Compensation and Required Equity Ownership

Directors' Compensation

Outstanding Share-Based Awards

Value Vested or Earned During the Year

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Board of Directors

Audit Committee

Compensation & Corporate Governance Committee

Credit & Risk Committee

Independence of the Board

Independent Chair

Meeting In-Camera

Executive Succession Planning

Board Mandate

Position Descriptions

Strategic Oversight

Risk Management

Sustainability

Diversity, Equity, Inclusion and Belonging

Board of Directors

Management

Shareholder Engagement

Orientation and Continuing Education

Nomination of Directors

Ethical Business Conduct

Board and Committee Assessment

Related Party Transactions

MESSAGE FROM THE CHAIR OF THE COMPENSATION & CORPORATE GOVERNANCE COMMITTEE & THE CHAIR OF THE BOARD OF DIRECTORS

PAY-FOR-PERFORMANCE

Short Term Incentive Plan Awards

Long Term Incentive Plan Awards

2023 Long Term Incentive Plan Payout

COMPENSATION PROGRAM ENHANCEMENTS FOR 2026

PRESIDENT & CEO COMPENSATION FOR 2025

PRESIDENT & CEO COMPENSATION FOR 2026

Element Fleet Management Corp. Proxy Solicitation & Information Statement 2026