Exchange Income Corporation — Proxy Solicitation & Information Statement 2021

Apr 21, 2021

FOR AGAINST WITHHOLD

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Appointment of Proxyholder

I/We, being holders of common shares (“Shares”) of Exchange Income Corporation (the “Corporation”) hereby appoint Michael Pyle, Chief Executive Officer and a director of the Corporation , or failing this person, Gary Filmon, Chair and a director of the Corporation , or instead of either of the foregoing, OR

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Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote in respect of the undersigned at the Annual and Special Meeting of Shareholders of the Corporation to be held virtually on Friday, May 14, 2021 at 10:30 a.m. Winnipeg time (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. Shareholders may participate electronically in the Meeting as follows: URL webcast at: https://web.lumiagm.com/454694679. Password: eic2021 (case sensitive).

Details on how to participate electronically in the Meeting are also available at the Corporation’s website (www.ExchangeIncomeCorp.com).

DECLARATION AS OWNERSHIP AND CONTROL

The undersigned herby certifies that it has made reasonable inquiries as to the Canadian status of the owner and person in control (1) of the Shares represented by this proxy and has read the definitions found on this proxy form so as to make an accurate Declaration of Ownership and Control.

DECLARATION AS OWNERSHIP AND CONTROL	DECLARATION AS OWNERSHIP AND CONTROL	DECLARATION AS OWNERSHIP AND CONTROL	DECLARATION AS OWNERSHIP AND CONTROL	DECLARATION AS OWNERSHIP AND CONTROL
The undersigned herby certifies that it has made reasonable inquiries as to the Canadian status of the owner and person in**control(1)**of the Shares represented by this proxy and has read the definitions found on this proxy form so as to make anaccurateDeclarationofOwnership and Control.
DECLARATION AS TO THE NATURE OF OWNERSHIP AND CONTROL	SELECT EACHONE THATAPPLIES
The undersigned hereby certifies that the Shares represented by this Proxy are owned and**controlled(1)**by:
- aCANADIAN (1)
- aNON-CANADIAN(1)or a person inaffiliation **(1)**with it
- aNON-CANADIAN CARRIER(1)or a person inaffiliation **(1)**with it
_DECLARATION AS TO THE LEVELOF OWNERSHIP AND CONTROL _	YES		NO
The undersigned hereby certifies that the Shares owned andcontrolledby the undersigned,including the Shares held by persons inaffiliationwith the undersigned, represent 10% ormore oftheissued and outstanding Shares.
IF YOU DO NOT COMPLETE THIS DECLARATION OF OWNERSHIP AND CONTROL OR IF IT ISDETERMINED BY THE CORPORATION OR ITS TRANSFER AGENT THAT YOU MADE AN INCORRECTDECLARATION (THROUGH INADVERTENCE OR OTHERWISE), THE SHARES REPRESENTED BYTHIS PROXY WILL BE DEEMED TO BE OWNED AND CONTROLLED BY A PERSON THAT IS A NON-CANADIAN CARRIER.

• (1) See the applicable definitions on the reverse side of this Proxy for terms in bold.

RESOLUTIONS

1. Appointment of Auditors Appointment of PricewaterhouseCoopers LLP 2. Election of Directors Brad Bennett Gary Buckley Polly Craik Gary Filmon Duncan Jessiman Michael Pyle Grace Schalkwyk Melissa Sonberg Donald Streuber Edward Warkentin

3. Approval of the Unallocated Awards under the Fourth Amended and Restated Deferred Share Plan of the Corporation

To approve the unallocated awards under the fourth amended and restated deferred share plan of the Corporation.

4. Approval, on an Advisory Basis, of the Corporation’s Approach to Executive Compensation

To approve, on an advisory basis, an ordinary resolution to accept the Corporation’s approach to executive compensation.

5. To transact any other business properly brought before the Meeting and at any and all adjournments thereof.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any voting instruction form previously given with respect to the Meeting. If no voting instructions are indicated above, this voting instruction form will be voted FOR all matters by management’s appointees and any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

______________________________________________________ _______________ Signature(s) Date

Please sign exactly as your name(s) appear on this voting instruction form. Please see reverse for instructions. All voting instruction forms must be received by May 12, 2021, at 10:30 a.m. Winnipeg Time.

Without limiting the general powers hereby conferred, the undersigned hereby directs the said proxyholder to vote the Shares represented by this instrument of proxy in the following manner:

Directors and management recommend voting FOR Resolutions 1, 2, 3 and 4. Please use dark black pencil or pen.

How to Vote

Proxy Form – Annual and Special Meeting of Shareholders of Exchange Income Corporation to be held virtually on May 14, 2021, at 10:30 a.m. Winnipeg time.

INSTRUCTIONS:

1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one proxy circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy.

• INTERNET

• • Go to www.astvotemyproxy.com • Cast your vote online

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To vote using your smartphone, please scan this QR Code

MAIL, FAX or EMAIL

• Complete and return your signed proxy in the envelope provided or send to:

  • AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1

• You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and United States to 1-866-781-3111 or scan and email to proxyvote@astfinancial.com.

An undated proxy is deemed to be dated on the day it was received by AST.

All proxies must be received by 10:30 a.m. (Winnipeg time) on Wednesday, May 12, 2021.

All holders should refer to the proxy circular relating to the Meeting for further information regarding completion and use of this proxy and other information pertaining to the Meeting. This proxy is solicited by and on behalf of management of the Corporation.

DEFINITIONS:

“affiliation” has the meaning ascribed to that term in Part II of the Canada Transportation Act (“CTA”);

“Canadian” means a Canadian within the meaning of Part II of the CTA;

“control” means control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, an agreement, the ownership of any body corporate or otherwise, and “controlled” and/or “ controlling” have corresponding meanings; “non-Canadian” means a person who is not a Canadian; and

“ non-Canadian carrier ” means a non-Canadian authorized to provide an air service in any jurisdiction.

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The foregoing summary of restrictions on ownership and voting of Shares and summary of definitions are summaries only and are qualified in their entirety by the complete text of such restrictions and the complete definitions contained in the CTA and the articles of the Corporation.