Exco Technologies Limited — Proxy Solicitation & Information Statement 2025

Dec 4, 2025

EXCO

Technologies Limited

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

When

Wednesday, January 21, 2026 at 4:30 PM (Toronto time)

Where

Virtual only meeting via live webcast online at https://virtual-meetings.tsxtrust.com/1853
Meeting ID: 1853
Password: exco2026 (case sensitive).

We hope that hosting a virtual meeting helps enable greater participation by our shareholders by allowing shareholders that might not otherwise be able to travel to a physical meeting to attend online.

Voting your Common Shares

The management information circular (the "Information Circular") dated December 4, 2025 contains information relating to the matters to be brought before the meeting, as well as other annual disclosure, and voting instructions.

Holders of common shares of Exco Technologies Limited of record at the close of business on December 4, 2025 will receive notice of, and be entitled to virtually attend and vote at, the annual meeting of shareholders on Wednesday, January 21, 2026 or any adjournment(s) thereof, all in real time, provided they are connected to the internet and comply with the requirements set out in the Information Circular.

Shareholder Questions

If you have any questions with respect to voting your common shares before the proxy deposit deadline, please contact Exco's transfer agent and registrar, TSX Trust Company, Investor Department, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 at 1-866-600-5869 or email tsxtis@tmx.com. (the "Transfer Agent").

By Order of the Board of Directors,

Matthew Posno
VP Finance, CFO and Secretary
Toronto, Ontario
December 4, 2025

Items of Business

1. to receive the Exco Financial Statements for the year ended September 30, 2025, together with the report of the auditor thereon;
2. to elect directors for the ensuing year;
3. to appoint the auditor for the ensuing year and to authorize the directors to fix the auditor's remuneration;
4. to transact such other business as may properly come before the meeting or any adjournment thereof.

Your Vote is Important!

Please submit your vote in advance of the proxy deposit deadline of 4:30pm (Toronto Time) on Monday, January 19, 2026.

About Notice and Access

Exco has elected to use the notice-and-access rules adopted by Canadian Securities Administrators in an effort to be more environmentally friendly and reduce printing and mailing costs by reducing the volume of materials that must be physically mailed to our shareholders. Exco will instead post the information circular and any additional materials online. Shareholders will receive a notice package which includes a form of proxy and may choose to receive a hard copy of the information circular. Exco will not use procedures known as "stratification". Stratification occurs when a reporting issuer using the notice-and-access provisions provides a paper copy of the information circular to some shareholders with the notice package. In relation to the Meeting, all Exco shareholders will receive the required documentation under the notice-and-access provisions, which will not include a paper copy of the information circular. The Meeting material can be viewed online at https://docs.tsxtrust.com/2086 or under Exco's profile on SEDAR+ (www.sedarplus.ca).

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MANAGEMENT INFORMATION CIRCULAR - 2025 Annual Meeting

TABLE OF CONTENTS

Voting Information ... 1
Election of Directors and Committee Reports ... 6
Executive Compensation Discussion & Analysis ... 16
Normal Course Issuer Bid ... 25
Schedules A & B ... 26

EXCO

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Voting Information

This management information circular is furnished in connection with the solicitation by management of Exco Technologies Limited of proxies to be used at the annual meeting of shareholders to be held on Wednesday, January 21, 2026, at 4:30 p.m. and at all adjournments thereof, for the purposes stated in the accompanying Notice of Meeting. We are holding the meeting as a completely virtual meeting, where all shareholders regardless of geographic location will have an opportunity to participate. Given this format, all shareholders are strongly advised to carefully read the voting instructions below that are applicable to them.

In this document

• we, us, our and Exco mean Exco Technologies Limited
• you, your and shareholders mean owners of Exco common shares
• shares means Exco common shares
• circular means this management information circular
• meeting and virtual meeting means our 2025 virtual annual meeting of shareholders, to be held on Wednesday, January 21, 2026 and adjournments thereof
• board means the Exco board of directors

Our record date is December 4, 2025. All information in this circular is as of December 4, 2025 and in Canadian dollars, unless noted otherwise.

Our head office

Exco Technologies Limited
130 Spy Court, 2nd Floor
Markham, Ontario
L3R 5H6

How to vote at our 2025 annual meeting

Wednesday, January 21, 2026
4:30 p.m. (Toronto time)
You can vote your Exco common shares if you owned them at the close of business on December 4, 2025.

Exco Technologies Limited
Virtual only meeting via live webcast online at https://virtual-meetings.tsxtrust.com/1853
Meeting ID: 1853
Password: exco2026 (case sensitive).

Two ways to vote
1) At our virtual meeting
2) By proxy, using your proxy or voting instruction form

Who can vote

You can vote your Exco common shares if you owned them at the close of business on December 4, 2025. Only registered shareholders or duly appointed proxyholders can vote at the virtual meeting.

How many votes you have

You have one vote for every share you held on December 4, 2025. On December 4, 2025, there were 37,964,044 shares outstanding and eligible to vote.

What you're voting on

We need a simple majority of votes (50% plus one vote) cast for each item to be approved.

The board recommends you vote FOR these items

Where to read about it
electing our directors page 5
appointing our auditor page 5

EXCO

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2
EXCO

When To Vote

We encourage you to submit your vote in advance by going to www.voteproxyonline.com and enter your 12- digit control number on your proxy, by, facsimile to 416-595-9593, or by mail to TSX Trust Company 301-100 Adelaide Street West, Toronto, ON M5H 4H1 Attention: Proxy Voting Department.

When can I join the annual meeting online?

You may begin to log into the meeting platform beginning at 4:15 p.m. Toronto time on Wednesday, January 21, 2026. The meeting will begin promptly at 4:30 p.m. Toronto time on Wednesday, January 21, 2026.

Voting Shares and Principal Holders

As of December 4, 2025, our directors and officers were not aware of any person or company, or combination of people or companies acting together, who beneficially owned (directly or indirectly) or exercised control or direction over more than 10% of our common shares other than the following:

Shareholder	# of common shares	% of ownership
Brian A. Robbins (including spouse, trust and related corporations)	9,939,428	26.2
Kernwood Limited (private investment company 50% owned by Edward H. Kernaghan.)	9,794,400	25.8

Counting the votes

Our transfer agent, TSX Trust Company, counts and tabulates the proxies.

Your vote is private

Your vote is kept confidential among TSX Trust Company and Exco and will only be used to meet legal requirements.

Questions?

Contact our transfer agent, TSX Trust Company:

Tel (416) 342 1091 (Toronto area)

Tel 1-866-600-5869 (North America)

Fax (416) 595-9593

Email tsxtis@tmx.com

You must determine if you are either a registered shareholder of Exco (your shares are held in your name) or beneficial shareholder of Exco (your shares are held in the name of an intermediary (bank, stock broker, trust company, etc.).

How to vote if you're a registered shareholder

You're a registered shareholder if your Exco shares are held in your name.

Two ways to vote

1) At our virtual meeting
2) By proxy, using the proxy form we sent you

How to vote at our virtual meeting if you're a registered shareholder

1. Log in at https://virtual-meetings.tsxtrust.com/1853 at least 15 minutes before the meeting starts
2. Click on "I have a control number/meeting access number"
3. Enter your 12-digit control number (on your proxy form)
4. Enter the case sensitive password: exco2026
5. Once polls are open, shareholders would click on the voting icon on the left side of their screen – if you have previously voted and do not wish to change your vote, your vote has already been counted and no further action is required

You have to be connected to the internet at all times to be able to vote – it's your responsibility to make sure you stay connected for the entire meeting.

How to vote by proxy

Voting by proxy means appointing someone (your proxyholder) to attend the meeting and vote according to instructions you've provided.

1. Appoint someone to be your proxyholder

Brian A. Robbins, Executive chair of the board, and, in his absence, Matthew Posno, Secretary, will be your proxyholders unless you appoint someone else.

If you want to appoint someone else to be your proxyholder, cross out the executive chair and Secretary names, and write in the name of the person you're appointing. Your proxyholder doesn't have to be an Exco shareholder, but he or she must attend the virtual meeting and vote your shares for you.

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3

TSX Trust Company

100 Adelaide Street
West, Suite 301
Toronto, Ontario
M5H 4H1
Fax (416) 595 9593

The person you appoint will need to fill out the 'Request for a Control Number' form at https://tsxtrust.com/resource/en/75. Then email this form to TSX Trust at tsxtrustproxyvoting@tmx.com to receive their meeting access number needed to login to the platform. It is the responsibility of the Exco shareholder to advise their proxy (the person they appoint) to contact TSX Trust to request a control number. Without the control number, proxyholders will not be able to vote at the meeting.

2. Provide your voting instructions

Use the forms to specify how you want to vote on each item. Your proxyholder has to follow these instructions.

If you don't specify how you want your shares to be voted, your proxyholder can vote your shares as he or she sees fit. In this situation, Brian A Robbins and, in his absence, Matthew Posno will vote your shares:

• for each director
• for our auditor

If there are amendments to the items or other items are properly brought before the meeting, your proxyholder can vote as he or she sees fit. As of the date of this circular, management was not aware of any proposed amendments or other matters to be presented at the meeting.

3. Send in your proxy form

Sign and date the form, and mail it to our transfer agent by 4:30 p.m. (Toronto time) on January 19, 2026. You can send it to TSX Trust Company by mail, voting online or fax.

How to change your vote

You can also change your vote by sending in another properly completed and signed proxy form with a later date, as long as it is received by 4:30 pm (Toronto time) on January 19, 2026 or the second last business day prior to the date the meeting is reconvened if it is adjourned.

How to vote if you're a beneficial shareholder

You're a beneficial shareholder if you hold your shares through an intermediary (a bank, securities broker, trust company, clearing agency or other financial institution).

Your intermediary will vote your shares, but you have the right to tell your intermediary how to vote.

How to vote at our virtual meeting if you're a beneficial shareholder

1. Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or voting instruction form. Do not fill out your voting instructions
2. Sign and send it to your intermediary, following the voting deadline and submission instructions on the voting instruction form
3. Fill out the "Request for a Control Number" form at https://tsxtrust.com/resource/en/75 by 4:30p.m. (Toronto Time) on January 19, 2026. Then email this form to TSX Trust at tsxtrustproxyvoting@tmx.com to receive the meeting access number needed to login to the platform
4. Log in at https://virtual-meetings.tsxtrust.com/1853 at least 15 minutes before the meeting starts
5. Click on "I have a control number/meeting access number"
6. Enter your control number/meeting access number provided by TSXtrustproxyvoting@tmx.com
7. Enter the case sensitive password: exco2026
8. Once polls are open, shareholders would click on the voting icon on the left side of their screen

You have to be connected to the internet at all times to be able to vote – it's your responsibility to make sure you stay connected for the entire meeting. We also suggest that shareholders and guests do not use Internet Explorer, and to use the latest versions of their browsers.

How to vote by proxy

Voting by proxy means appointing someone (your proxyholder) to attend the meeting and vote according to instructions you've provided.

1. Appoint someone to be your proxyholder

Brian A. Robbins, Executive chair of the board, and, in his absence, Matthew Posno, Secretary, will be your proxyholders unless you appoint someone else.

EXCO

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4
EXCO

Two ways to vote

1) At our virtual meeting
2) By proxy, using the proxy or voting instruction form your intermediary sent you

If you want to appoint someone else to be your proxyholder, cross out the executive chair and director names, and write in the name of the person you're appointing. Your proxyholder doesn't have to be an Exco shareholder, but he or she must attend the virtual meeting and vote your shares for you.

1. Sign the form and follow instructions provided on the voting information form with respect to the voting deadline and submission of your voting instruction form. You would also have to tell the appointed proxy holder that they should attend the meeting virtually. Such proxy holder would also have to follow the additional steps: of contacting tsxtrustproxyvoting@tmx.com and providing them with the "Request for a Control Number" form located at https://tsxtrust.com/resource/er/75
2. If you change your mind and want to vote at the meeting, follow the instructions on your voting information form to see if this is possible and what steps you need to take.

How to change your vote

If you have provided voting instructions to your intermediary and change your mind about how you want to vote, or you decide to virtually attend the meeting and vote. Contact your intermediary to find out what to do.

About your voting materials

Your intermediary sent you this circular and a proxy or voting instruction form unless you told them not to send you voting information. If we sent you these materials directly, your intermediary gave us your name, address and information about your shareholdings in accordance with securities regulatory requirements. By choosing to send these materials to you directly, we have assumed responsibility for delivering them to you and for following your voting instructions.

NOTICE AND ACCESS

We have elected to use the notice-and-access provisions under National Instrument 54-101. This mechanism allows Exco to deliver proxy-related materials to all shareholders by posting the materials on our transfer agent's website rather than delivering the materials by mail. The use of the notice-and-access provisions reduces paper use and mailing costs. Shareholders can access proxy-related material from the transfer agent's website at https://docs.tsxtrust.com/2086 and under Exco's SEDAR+ profile at www.sedarplus.ca. A paper copy can also be obtained from Exco.

We 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 information circular to some shareholders with the notice package. In relation to the meeting, all shareholders will receive the required documentation under the Notice-and-Access provisions, which will not include a paper copy of the circular.

The Notice of Meeting provides basic information about the meeting and the matters to be voted on, explains how a shareholder can obtain a paper copy of this information circular and any related financial statements and management discussion & analysis, and explains the Notice-and-Access process. The Notice of Meeting has been delivered to shareholders by us, along with the form of proxy or voting information form.

We will be delivering proxy-related materials to non-objecting beneficial shareholders directly. Exco will pay for delivery of materials to objecting beneficial shareholders and as a result they will receive the meeting materials.

Any shareholder who wishes to receive a paper copy of this circular must contact our transfer agent, TSX Trust Company, Investor Services Department, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, fax number (416) 595 – 9593. Shareholders may call 1 – 866 – 600 – 5869 or email at tsxtis@tmx.com. In order to ensure that a paper copy of this circular can be delivered to a requesting shareholder in time for such shareholder to review the circular and return a proxy or voting instruction form prior to the proxy deadline, it is strongly suggested that shareholders ensure that its request is received by no later than January 12, 2026.

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What the meeting will cover

1. Receive Exco's 2025 financial statements

Management, on behalf of the board, will submit to the shareholders at the meeting our audited consolidated financial statements for the fiscal year ended September 30, 2025 and the report of the Auditors thereon. Copies of all these documents are available on SEDAR+ at www.sedarplus.ca.

2. Elect directors

You'll elect directors to serve on our board until the next annual meeting or until they resign from the board. You can read about the nominated directors below.

According to our articles of amalgamation, the board can include from three to 15 directors. This year the board approved 6 nominees for election to the board. The size of the board last year was 6 directors.

We believe this group has the right mix of skills and experience to guide the strategies and business operations of Exco. All of the nominees are currently on the board. Management does not contemplate that any of the nominees will be unable to serve as a director but, if that should occur, the persons named in the enclosed form of proxy reserve the right to vote for another nominee at their discretion.

> The board recommends you vote FOR the election of each nominated director.

3. Appoint the auditor

You'll vote on re-appointing our independent auditor, Ernst & Young LLP until the next annual meeting and authorize the board to set the auditor's pay.

The auditor reports directly to the board's audit committee. The committee is responsible for reviewing and recommending the auditor's compensation to the board, and making sure the auditor carries out its duties effectively and independently. It does this by, among other things:

• regularly reviewing the auditor's terms of engagement, accountability, experience, qualifications and performance.
• confirming the independence of the auditor at least once a year and pre-approving any non-audit services they provide.

Ernst & Young LLP has been our auditor since 1992. The table below shows the services Ernst & Young LLP provided in 2024 and 2025, and the fees they were paid.

Category of External Auditor Service Fee	2025	2024
Audit fees	$792,000	$784,000
Tax Fees	$27,000	$90,000
Total	$819,000	$874,000

2024 vote: 97.9% FOR appointing Ernst & Young LLP as our auditor.
F2023 vote: 98.2% FOR appointing Ernst & Young LLP as our auditor.

The board recommends you vote FOR appointing Ernst & Young LLP as our auditor until the next annual meeting.

EXCO

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Edward H. Kernaghan MSc

Independent – Director since 2009

Toronto, Ontario

Age: 54

Key Areas of Expertise:

• Board Governance
• Finance/M&A
• Capital Allocation
• Risk Assessment

Mr. Kernaghan has over twenty years experience in the financial services industry. Initially as a Senior Investment Advisor at Kernaghan Securities until 2015 and thereafter as Senior Investment Advisor at Kernaghan & Partners Ltd. - a brokerage firm in Ontario. He is also President of Principia Research Inc., a research and investment company and President of Kernwood Ltd. - an investment holding company. Mr. Kernaghan holds a Masters of Science degree from the University of Toronto 1999 and has, over the course of the last fifteen years, has been a director of PFB Corp., Collicutt Energy Services Ltd., Peak Energy Services Ltd., Boralex Inc. and Waterloo Brewing Co., as well as the public company boards he currently is a director of as listed below.

Board and Committee Members in 2025	Attendance in 2025
Board	5 of 5	100%
Audit committee	4 of 4	100%
Human Resource and Compensation committee	2 of 2	100%
Other Public Company Boards
---	---	---
Velan Inc. (TSX:VLN)		Black Diamond Group Ltd. (TSX:BDI)
Obsidian Energy Limited (TSX:OBE)		Roots Corporation (TSX:ROOT)
Securities held as of December 5, 2024 and December 4, 2025
Year	Shares	Options
2025	9,794,400	–
2024	9,794,400	–
2024 AGM Voting Results

Darren M. Kirk MBA, CFA President & CEO

Non-Independent – Director since 2019

Mississauga, Ontario

Age: 52

Key Areas of Expertise:

• Automotive operations
• Finance/M&A
• Capital Allocation
• Risk Assessment
• Business Management

Mr. Kirk has been President and CEO of Exco since January 2019. He joined Exco in November 2015 as Executive Vice President and was appointed to Chief Operating Officer in January 2018. Prior to joining Exco, Mr. Kirk spent 14 years with Moody's Canada Inc., where he was Vice President with lead analytical responsibility for various Canadian industrial sectors, including transportation-related industries. Before Moody's, he worked at Bank of America Securities Canada and Scotiabank. Mr. Kirk has 25 years of combined experience in the automotive and financial industries. He has an MBA degree from the Ivey Business School at Western University and is a CFA charterholder.

Board and Committee Members in 2025		Attendance in 2025
Board		5 of 5	100%
Other Public Company Boards
None
Securities held as of December 5, 2024 and December 4, 2025
Year	Shares	Options	DSUs
2025	49,904	155,000	–
2024	49,904	255,000	–
2024 AGM Voting Results		Votes For: 98.9%

EXCO

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Robert B. Magee PEng

Lead Director – Independent – Director since 2010

Caledon, Ontario

Age: 71

Key Areas of Expertise:

• Automotive operations
• Lean manufacturing
• Business management
• Safety, health & environment

Mr. Magee has served as Lead Director since January 2019 and has been a member of the Board of Directors since 2010. He currently serves as Executive Chair of Polylink Solutions Ltd., an affiliate of the Woodbridge Group, a global manufacturer of automotive parts. Mr. Magee previously held the position of Chief Executive Officer at the Woodbridge Group for 15 years. Mr. Magee has over 40 years of experience leading, growing, and acquiring businesses while driving innovation, technology and lean manufacturing. In addition to his current role at Exco, Mr. Magee serves as a Director of Pro Caissons Ltd. and the WB Family Foundation. He has also served as Chair of the Woodbridge Group and Vice Chair of Canada's Next Generation Manufacturing Supercluster. Mr. Magee is a member of the Board of Governors at Conestoga College and has previously served on Canada's Automotive Partnership Council. Mr. Magee holds a Bachelor of Science degree in Chemical Engineering from the University of Waterloo and has completed executive business programs at Queen's University and the University of Toronto.

Board and Committee Members in 2025	Attendance in 2025
Board	5 of 5	100%
Audit committee	4 of 4	100%
Governance and Nominating committee	1 of 1	100%
Human Resource and Compensation committee (Chair)	2 of 2	100%

Other Public Company Boards

None

Securities held as of December 5, 2024 and December 4, 2025

Year	Shares	Options	DSUs
2025	30,450	–	61,251
2024	30,450	–	53,770

2024 AGM Voting Results

Votes For: 98.9%

Colleen M. McMorrow FCPA, FCA, ICD.D

Independent – Director since 2017

Oakville, Ontario

Age: 69

Key Areas of Expertise:

• Board Governance
• Financial Literacy
• Analytical Decision-Making
• Risk and Internal Control Assessment
• Business Management
• Strategic Thinking/ Managing

Ms. McMorrow is an experienced corporate and not-for-profit director and certified public accountant. From 1978 to 2016 she was a senior client assurance partner with Ernst & Young LLP, a global professional services firm. She has more than 35 years' experience in advising audit committees and senior management of public and private global companies. From 2009 to 2016, Ms. McMorrow was the National Director in Canada of EY's signature Entrepreneur of the Year Awards program and the firm's Growth Markets Leader (high-growth entrepreneurial companies). In 2015 she was recognized in the Women's Executive Network's Top 100 Most Powerful Women. Until June 2024, Ms. McMorrow was on the board of Ether Capital Corporation (NEO:ETHC), a public company that was converted to a ETF.

Board and Committee Members in 2025	Attendance in 2025
Board	5 of 5	100%
Audit committee (Chair)	4 of 4	100%
Governance and Nominating committee	1 of 1	100%
Human Resource and Compensation committee	2 of 2	100%

Other Public Company Boards

West Fraser Timber Co. Ltd. (TSX, NYSE:WFG)

Securities held as of December 5, 2024 and December 4, 2025

Year	Shares	Options	DSUs
2025	19,000	–	36,554
2024	19,000	–	29,073

2024 AGM Voting Results

Votes For: 99.0%

EXCO

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Brian A. Robbins PEng Executive Chair
Non-Independent – Director since 1972

Aurora, Ontario

Age: 78

Key Areas of Expertise:

• Automotive operations
• Manufacturing
• M&A/Finance
• Strategic Thinking

Mr. Robbins has been Executive Chairman of Exco since January 2019. He joined Exco in 1972 at a time when Exco was a private family owned company. In 1975 Mr. Robbins, upon the passing of his father Harry Robbins, became President and CEO of Exco – a position he held through to his retirement from day to day management in January 2019. In 1986, Mr. Robbins led Exco's transition to a public company and in 2000 led its transformation into the automotive component business with the acquisition of Tecsyn International Inc. Over the years, he has been on numerous Canadian public company boards including Heroux-Devtek Inc., Dofasco Inc., Ontario Power Generation and Noma Industries. Mr. Robbins graduated with a Bachelor of Applied Science degree in Mechanical Engineering in 1970 from the University of Waterloo and a professional engineering designation from the APEO.

Board and Committee Members in 2025	Attendance in 2025
Board (Executive Chair)	5 of 5 100%

Other Public Company Boards

None

Securities held as of December 5, 2024 and December 4, 2025

Year	Shares	Options	DSUs
2025	9,939,428	–	–
2024	9,939,428	–	–
2024 AGM Voting Results	Votes For:	97.7%
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Tommy J. Skudutis

Independent – Director since 2024

King City, Ontario

Age: 63

Key Areas of Expertise:

• Automotive operations
• Risk Assessment
• Business Management
• Lean Manufacturing

Mr. Skudutis began his career as a die/mold maker. He worked 37 years in the automotive industry at Magna International culminating in his role as the Chief Operating Officer (COO) until his retirement in 2022 and remains in an advisory role currently. He oversaw operations across more than 330 manufacturing locations globally. His tenure at Magna included numerous operational and executive leadership positions, including COO of Magna's exteriors, interiors, seating, mirrors, and closures units, President of Magna's body & chassis unit, Vice President of Operations at Cosma and President of Decoma. In addition to being a director at Exco, Tommy is a director at Stronach International Inc. which is a private company. He attended George Brown College in Toronto, Ontario.

Board and Committee Members in 2025	Attendance in 2025
Board	5 of 5 100%
Governance and nominating committee (Chair)	1 of 1 100%

Other Public Company Boards

None

Securities held as of December 5, 2024 and December 4, 2025

Year	Shares	Options	DSUs
2025	9,000	–	4,931
2024	–	–	1,938
2024 AGM Voting Results	Votes For:	99.1%
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EXCO

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Compensation of Directors

In fiscal 2025, each director who was not a full-time employee of Exco (an “Eligible Director”) was paid for services as a director the amounts below:

Annual board Retainer	$60,000 and $20,000 DSU(1) allocation
Lead director Retainer	$30,000 DSU allocation
Annual Audit Chair Retainer	$15,000
Annual Governance & Nominating committee Chair	$5,000
Annual HRC Chair	$5,000

(1) Deferred Share Units (“DSU”)

Director Compensation Table

Name	Fees earned ($)	Share based awards* ($)	Other Compensation	Total ($)
Edward H. Kernaghan	50,000	33,750	-	83,750
Robert B. Magee	65,000	50,000	-	115,000
Colleen M. McMorrow	45,000	50,000	-	95,000
Tommy J. Skudutis	61,250	20,000	-	81,250

*The value noted is the value on the grant date.
Note: None of the above directors receive option- based awards, non-equity incentive plan compensation, pension benefits, RRSP contributions or other compensation as defined by NI Form 51-102F6 and accordingly, the columns have been deleted for presentation purposes.

Director Incentive Plan Awards

On November 18, 2005 the board adopted a Deferred Share Unit Plan (“DSU Plan”) for Eligible Directors. The deferred share units will be redeemed by Exco in cash after the Eligible Director departs from the board. Eligible Directors are not granted stock options under the SOP.

Independent directors are not eligible for stock option awards.

Name	Option-based Awards		Share-based Awards*
	Number of securities underlying unexercised options (#)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based award that have not vested ($)	Market or payout value of vested share-based awards not paid out or distributed ($)
Edward H. Kernaghan	-	-	-	335,927
Robert B. Magee	-	-	-	413,444
Colleen M. McMorrow	-	-	-	246,740
Tommy J. Skudutis	-	-	-	33,284

DSUs vest on the grant date but are not redeemable until the recipient ceases to be a director.
Note: None of the directors receive option awards and accordingly, the columns for option exercise price, option expiry date and value of unexercised in-the-money options have been deleted for presentation purposes.

EXCO

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Incentive Plan Award - Value Vested or Earned During the Year

| Name | Option-based awards
Value vested during
the year ($) | Share-based award
Value vested during
the year* ($) | Non-equity incentive plan
compensation
Value earned during
the year ($) |
| --- | --- | --- | --- |
| Edward H. Kernaghan | - | 33,750 | - |
| Robert B. Magee | - | 50,000 | - |
| Colleen M. McMorrow | - | 50,000 | - |
| Tommy J. Skudutis | - | 20,000 | - |

*As DSUs vest immediately, their values are as of the grant date.

Director Attendance and Conflicts

During the 2025 fiscal year, five board meetings were held as follows:

• four regular quarter-end meetings
• one budget and strategy meeting

All directors attended all board meetings throughout the year – either in person or via video conferencing.

Eligible Directors convene in camera sessions at the end of each regular quarter-end board meeting where Mr. Robbins & Mr. Kirk and other members of management are not in attendance.

Numerous directors are directors of other public companies; however, no conflicts exist. The director descriptions above disclose these other directorships.

All directors attended all board meetings in 2025

EXCO

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Report on Corporate Governance

This section of our circular tells you about governance at Exco.

We believe that adopting and maintaining appropriate governance practices is fundamental to a well-run company, to the execution of our chosen strategies and our successful business and financial performance. You can find an overview of our corporate governance practices on our website, www.excocorp.com under the Investor Relations tab.

Our corporate governance practices are aligned with National Instrument 58-101 - Disclosure of Corporate Governance Practices. National Policy 58-201 – Corporate Governance Guidelines

Our governance structure

Board Committees

Standing committees established by the board help it carry out its responsibilities. Board committees can retain independent advisors.

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Nominating directors to the board

Exco needs directors with focused qualifications in certain fields and yet, when taken together as a board, provide Exco with a wide range of skills, balanced by gender, age and tenure. Directors need to appreciate the complexity of our niche businesses and the diversity and global nature of the industries we operate in and have the skills and experience to make an effective contribution to the board in their primary areas of expertise. The right composition is critical for constructive discussion and effective decision-making. All nominees to the board are currently serving directors. Their backgrounds and qualifications are listed in this table and at the director descriptions above.

Rating Scale: GOLD "G" - Worked directly or had individuals directly reporting to you in specific area. SILVER "S" - Have general experience in specific area BRONZE "B" - Limited Experience or expertise in specific area BLACK "BL" - No Experience or expertise in specific area.	Edward H. Kernaghan	Darren M. Kirk	Robert B. Magee	Colleen M. McMorrow	Brian A. Robbins	Tommy J. Skudutis
Experience leading or managing large, multinational, and complex organizations.	BL	G	G	S	G	G
Experience in leading major organizational change.	B	G	G	S	G	G
Senior leadership and/or managerial experience in the industrial sector.	BL	G	G	B	G	G
Board or management experience in talent/culture management and human resource/compensation.	G	S	G	S	G	G
Experience in international businesses including cultural, regulatory, and business environments.	S	S	G	S	G	G
Wide-ranging financial skills, experience and knowledge in senior management, risk management and internal control.	S	G	G	G	G	S
Management or executive responsibility for creating value and/or business development.	G	G	G	S	G	G
Experience and insights with use of technology to support value creation.	S	G	G	S	G	G
High level experience in corporate governance gained as senior executive, board member of public companies, major accounting firm.	G	G	G	G	G	G
Board audit/risk management experience in financial accounting and reporting, corporate finance, internal financial controls or the provision of legal services to large business enterprises.	G	G	G	G	G	S
Experience in evaluating key business risks including legal and regulatory compliance and information/data/cyber security risk management.	S	S	G	G	G	S
Understanding and experience of corporate, securities, regulatory regimes where the Company operates.	G	S	S	G	G	G
Demonstrated experience in the development of strategy.	S	G	G	S	G	G
An understanding of the importance of the role of capital allocation and risk in value creation.	G	G	G	S	G	S
Experience in the regulatory arena and government relations.	S	S	G	G	G	S
Understanding social media, public policy processes and ESG.	S	G	G	S	G	S
Experience leading or managing automotive component manufacturing enterprises.	BL	G	G	BL	G	G

• Director Independence - those directors who are not independent are set out in the director descriptions above. The board has a majority of independent directors with four independent directors and two management directors. The Governance and Nominating Committee is continually evaluating the optimal size of the board and assessing potential candidates who could provide additional expertise to support management & increase shareholder value.

A director is independent if he or she falls within the meaning of:

• Section 1.4 of National Instrument 52-110 – Audit Committees

• National Policy 58-201 – Corporate Governance Guidelines

• Lead director – Since the executive chair is not independent a lead director is appointed. Mr. Magee is independent and lead director of the board. His mandate is set out in written terms of reference at Schedule B. As lead director he;

• chairs in camera sessions of independent directors after board meetings

• where necessary calls meetings of independent directors
• is a member of all board committees

67% of the director nominees are independent

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• Board responsibilities are spelled out in various documents. The board has a written charter, the text of which is set forth in Schedule A. In addition to the general supervision of management, the board charter specifically tasks the board with:

• Strategic planning

• Risk assessment
• Financial oversight and reporting
• Maintaining integrity
• Board effectiveness
• Human resources oversight
• Succession

The board has met these responsibilities by implementing:

• Charters for each of its committees. The chair of each committee understands his/her responsibility for taking the lead role in ensuring that such committee is operating effectively in accordance with its charter.
• Role descriptions for the board chair and the President/Chief Executive Officer which are also set forth in Schedule B
• Policies for code of conduct, conflict of interest, public disclosures and blackout periods

Furthermore the chair of each committee is responsible for preparing/approving the agenda for the meetings of his or her committee, managing the affairs of the committee, monitoring whether the committee is receiving timely information and providing a link between the committee and the board.

The board also conducts an annual strategy meeting – either as a stand-alone meeting or in conjunction with its annual budget meeting. The board has also implemented a majority voting program requiring directors who do not have majority support of shareholder votes at an annual meeting to submit their resignation.

The board charter was reviewed during the 2025 fiscal year – but no changes were made.

• Board gender diversity – much progress has been made with Exco achieving 29% women representation on the board in 2021. The Board Diversity & Renewal Policy was adopted in order to further improve gender and ethnic diversity on the Exco board. If a vacancy on the board exists, further improvement in board diversity will be a consideration when evaluating future candidates for the board.
• Ethnic diversity – since Exco's formation in 1952 by the Robbins family, it has embraced ethnic diversity at all levels of the organization. This deep pool of diverse cultural talent has been key to Exco's ability to embrace global markets and expand its geographic footprint throughout Central and South America as well as north Africa and Asia.

Women on the board

• Orientation of new directors is accomplished by:

• ensuring new directors attend various Exco plants and meet local management.

• local management attending board meetings and presenting their budgets and financial results to the board
• providing opportunities to question both senior executives and local business unit managers

• Given that Exco's directors are accomplished business executives, certified accountants or otherwise highly educated and are generally engaged in the broader business community Exco does not have a formal continuous education policy.

• Several years ago, Exco adopted a director equity ownership requirement to better align director financial interests with those of our shareholders. We require all directors to purchase our common shares an amount equal to two times the annual board cash retainer (2 X $60,000) within four years from the later of: a) the introduction of this requirement (July 29, 2020) or b) the election of the director. At the present time, five of six directors have achieved the ownership requirement. Mr. Skudutis has until February 2028 to meet this requirement.

Director equity ownership requirement introduced

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Board committees

The board has established three standing committees to help it carry out its responsibilities. Directors typically attend meetings of committees they don't sit on.

Audit committee

Chair
Colleen M. McMorrow

Members
Edward H. Kernaghan
Robert B. Magee

2025 Meetings
4 - 100% attendance

Independence – 100%
(according to National Instrument 52-110 – Audit Committees)

Financially Literate – 100%
(as defined by the board, but at a minimum means that the director can read and understand a set of financial statements that are comparable in scope and complexity to our financial statements, which is consistent with the meaning set out in National Instrument 52-110 - Audit Committees)

Additional information regarding the Audit Committee is set out in the section entitled "Audit Committee" in the Company's Annual Information Form, dated December 4, 2025 filed on SEDAR+ (www.sedarplus.ca)

Human resource & compensation committee (HRC committee)

Chair
Robert B. Magee

Members
Edward H. Kernaghan
Colleen M. McMorrow

2025 Meetings
2 - 100% attendance

Independence – 100%
(according to National Policy 58-201 – Corporate Governance Guidelines

Oversees

• Financial reporting and disclosure
• Internal controls and whistleblower hotline complaints
• External audit
• Internal audit and assurance
• Risk management
• Financial planning, investment opportunities, treasury activities and capital plan
• Deferred Profit-Sharing Pension Plan

Recent areas of focus

• Recommended the annual and interim financial statements and related management's discussion and analysis and media releases to the board for approval
• Reviewed significant judgements relating to:
• Fair value of financial instruments
• Goodwill impairment
• Adoption of new accounting standards
• Reviewed disclosure controls and procedures and internal control over financial reporting
• Reviewed and approved the annual internal audit plan and monitored its execution
• Reviewed enterprise risk management activities and findings
• Reviewed independence and performance of our external auditor and approved the audit plan
• Reviewed updates on cyber security
• Updated audit committee charter and revised committee annual workplan
• Reviewed whistle-blower reporting system and complaints handling

Oversees

• Executive appointment and compensation
• Succession planning monitoring for CEO and other senior executives
• Human resources policies for executives
• Administration of compensation and benefits plans

Recent areas of focus

• Evaluated the effectiveness of the long-term incentive plan
• Developed and implemented a Restricted Share Unit plan and a Performance Share Unit plan
• Reviewed annual performance of senior management and approved their compensation
• Reviewed the compensation discussion and analysis and recommended it to the board for approval
• Approved the 2025 compensation design and executive bonuses
• Reviewed succession plans for each business unit
• Reviewed employment contracts for renewal of one divisional general manager
• Reviewed the allocation of RSUs and PSUs grants to employees
• Reviewed cash allocation to employees under our deferred profit-sharing plan
• Reviewed and updated HRC committee annual workplan

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Board committees (continued)

Governance and nominating committee

Chair
Tommy J. Skudutis

Members
Robert B. Magee
Colleen M. McMorrow

2025 Meetings
1
100% attendance

Independence – 100%
(according to National Policy 58-201
– Corporate Governance Guidelines

Oversees

• Board Stewardship
• Board size and composition
• Director selection and orientation
• Board compensation
• Director independence
• Annual board effectiveness assessment
• Maintains appropriate code of conduct policies and procedures
• ESG initiatives

Recent areas of focus

• Reviewed the board charter and recommended amendments to it regarding director term and age limits
• Completed the evaluation and assessment of the board and self-assessment of directors
• Recommended the renomination of current directors to stand for election at the annual meeting of shareholders
• Commenced search for director candidates
• Received regular updates on key governance and regulatory developments
• Reviewed the functioning of lead director position
• Reviewed operation of director equity ownership program introduced in 2020
• Reviewed and recommended virtual annual meeting this year
• Reviewed operation of Code of Conduct

This committee is responsible for recommending candidates for nomination to the board. Each board member is encouraged to recommend potential candidates and such recommendations are then reviewed by the committee. The committee may also consider candidates recommended by significant shareholders. It considers the competencies and skills necessary for the board as a collective and the competencies and skills of the candidates. In reviewing the qualifications of potential candidates, the committee assesses, among other things, industry experience, financial literacy, functional expertise in such areas as accounting, corporate finance, human resources/compensation and previous experience as a director. Subject to the Board Diversity & Renewal Policy which this committee drafted and the board adopted in 2023, the committee does not set specific, minimum qualifications that nominees must meet to be recommended to the board. Pursuant to the Board Diversity & Renewal Policy, the gender and ethnicity of board nominees will be considered in addition to the diversity of background and experience of a nominee in the context of the overall composition of the board at that time, such as diversity of knowledge, skills, experience and age. Candidates believed to be suitable are then discussed with the executive chair and the lead director. To facilitate renewal of the board term limits of fifteen years and 70 years of age have been imposed on independent directors.

However, in 2024 the committee recommended that director term limits not apply to directors representing shareholders owning more than 20% of Exco's issued and outstanding shares. The committee also recommended that the board retain a broad discretion to retain directors attaining or exceeding the 70 year age limit.

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

This section is designed to explain the significant principles which underlie Exco's policies and procedures for the compensation of its executive officers. Included in this section is a discussion of each element of compensation, why we have chosen to recognize each element, how we calculate the amount for each element and how each compensation element fits into our overall compensation strategy.

Our executive compensation philosophy is to:

a. Provide a competitive level of base compensation and benefits that will attract and retain talented and committed senior management; and
b. Reward executives by use of cash bonus and long term incentives for the retention of our executives, achievement of consistent higher-than-average profitability over the long term and the advancement of our long term strategic objectives.

In order to attract and retain a high level of senior management talent, the HRC committee has historically targeted total executive compensation levels in the median range to above-mid range of automotive manufacturing and industrial companies, whose operational, corporate finance and other activities are considered comparable to those of Exco. This is not a rigid requirement and discretion exists to consider trends and/or challenges in the automotive industry. The HRC committee has established this range because, historically the global automotive power train and component sector has been extremely complex, constantly challenged, and exceptionally competitive. Furthermore, the adoption of electric vehicles has introduced yet another layer of complexity and disruption to the automotive industry. We run a very lean operation which requires highly motivated high energy superior talent in order to accomplish Exco's strategic objectives.

Periodically, the HRC committee compares executive compensation levels with other Canadian small cap public companies in the automotive industry. This testing of compensation levels is done with respect to base salary and annual bonus and long-term incentives. This process is typically undertaken every four years and involves the engagement of third-party compensation specialists. The last one was undertaken in fiscal 2022 with the engagement of – Mercers Canada. The process involved the selection of a peer group of fifteen predominantly small cap public companies in the automotive and industrial sector based on annual sales, assets and market capitalization as of July 22, 2022 ("Peer Group"). The Peer Group consisted primarily of Canadian public companies but included US public companies as well. Eleven of the Peer Group companies were within .5 to 2 times Exco's level of annual sales, assets and market capitalization and three more were within .33 to 3 times Exco's annual sales, assets and market capitalization. This provided guidance to the HRC committee on executive compensation and allowed the HRC committee to evaluate market compensation information and ensure that the HRC committee's approach was appropriate and generally consistent with compensation trends in the marketplace. Mercers' analysis largely confirmed the appropriateness of Exco's salary and cash bonus compensation levels; however, revealed that long-term incentives as previously administered with grants under Exco's stock option plan did not adequately align with the Peer Group. Accordingly, a Long-Term Incentive Plan ("LTIP") creating Restricted Share Unit ("RSU") and Performance Share Unit ("PSU") was approved for use in early fiscal 2023. See ("Description of Share Based Awards") below. Mercers was paid $30,000 for its services in this regard. The HRC committee also benefits from the experience that the Executive Chair and other members of the HRC committee derive from being directors or officers of Canadian automotive and other industrial manufacturing companies. They are therefore intimately familiar with compensation levels and compensation trends in both southern Ontario and globally.

For fiscal 2025 the HRC committee quantified and reviewed all elements of the compensation of Exco's named executive officers listed in the Summary Compensation Table, below ("NEOs"). The HRC committee also quantified and reviewed the projected payouts to the NEOs and awards under our share option plan and other payouts. The HRC committee reviewed this information in preliminary form on September 3, 2025, and then at a meeting held on November 26, 2025, when the audited financial results for the fiscal year were known. This ensured that the HRC committee had a complete understanding of each element of the compensation arrangements in effect for the NEO's, including an understanding of the "total" current executive compensation including future commitments.

The HRC committee also reviewed the five-year cumulative total shareholder return graph (set out on page 21) compared to the Automotive & Components index and the S&P/TSX Small Cap index. As of September 30, 2025, Exco's five-year cumulative total shareholder return is comparable to the Automotive & Components index but trails the S&P/TSX Small Cap Index. The automotive sector, in particular, has faced meaningful headwinds over this time period, including supply chain disruptions, inflationary pressures, and economic uncertainty and tariff threats, which have contributed to the sector's subdued growth in cumulative returns. The HRC committee remains focused on Exco's potential for future earnings growth due to strategic capital investments in plant expansion, equipment upgrades and the integration of the F2022 Halex acquisition. Exco's continued investment, including preparation for the electric vehicle (EV) market and broader growth in light metal usage globally, aligns with its future revenue

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targets. These investments are critical for enabling Exco to cater to the unique demands of EV production, related automotive shifts, positioning the company for expected growth. While the five-year return graph as of September 30 does not yet fully reflect this improvement, the committee believes that Exco's strategic positioning will likely yield a stronger return trajectory beyond 2025.

The HRC committee therefore believes that the total compensation packages of Exco's executive officers this year are appropriate considering the above discussion and overall improved financial performance this year over last year despite dramatically higher interest charges and costs associated with the transformative acquisition of four Halex plants in Europe and our new facilities in Mexico and Morocco.

Elements of Executive Compensation

Executive compensation for 2025 included four basic elements, along with a package of benefit plans designed to complement the compensation components described below. The following summarizes our reasons for each element of compensation:

1. Base Salaries

Base salaries provide fixed compensation to executives. Exco pays base salaries that the HRC committee believes are competitive with salaries paid for similar positions and are based on the executive's level of responsibility and ability to influence Exco's performance and take into account that we do not offer executives a pension plan or post-retirement benefits of any kind. The general philosophy is to offer median range base salaries while extending to NEOs the possibility of higher-than-average cash bonuses and stock option/PSU/RSU awards based on Exco's consolidated financial performance or the financial performance of its individual business units. These salaries are reviewed by management and the HRC committee annually.

2. Cash Bonus Program

The cash bonus program is a variable component of compensation and is designed to compensate business unit managers for the short-term financial performance of the operations for which they are responsible.

The cash bonus program of the Executive Chair and CEO is calculated as a percentage of Exco's adjusted consolidated pre-tax profit. The adjustment to consolidated pre-tax profit is a capital charge deduction. The capital charge deduction is obtained by multiplying Exco's percentage cost of borrowing by the prior year-end shareholders' equity. The CEO and Executive Chair each receive 1.5% of the adjusted consolidated pre-tax profit in cash or, in the discretion of the board, in cash and grants of stock options. The combined cash bonus for the Executive Chair and CEO is capped at the lower of $1.0 million or 0.3% of Fiscal Year Pre-Tax Profit less the Hurdle Amount. The CFO receives a discretionary cash bonus capped at 50% of base salary. In the case of the CFO, it is deemed inappropriate to link the CFO's bonus to profitability.

The cash bonus payable to business unit managers is between 30% and 50% of that business' bonus pool (subject to a cap as discussed below). The bonus pool is calculated by applying the following formula to each business unit or business group, as the case may be:

(Fiscal Year Pre-Tax Profit less the Hurdle Amount) multiplied by approximately (~15%) = Bonus Pool

Fiscal Year Pre-Tax Profits subject to numerous adjustments. The Hurdle Rate is 10% of the net investment (less cash, debt, and intercompany charges) used in the business or business group. The factor of ~15% strikes a reasonable balance between the addition of incremental sales and profitability. In all cases, the business unit manager's bonus is capped at a maximum of no more than 150% of base salary. The cash bonus program varies in detail between segments and divisions to suit the unique characteristics of each business but is uniform in basic philosophy and design. The bonus is paid in cash but may be paid in cash and grants of stock options in cases where the bonus for any individual exceeds $50,000. See 'Stock Option Long Term Incentive' below.

The board retains discretion to award cash bonuses in addition to the requirements of the cash bonus program in keeping with its philosophy of ultimate control over executive compensation and the need, from time to time, to deal with exceptional circumstances. For the CEO, a discretionary cash bonus of $150,000 was awarded in addition to that earned under the above formula. This reflects the considerable progress in navigating uncertainty under global tariff risks, delays in EV and OEM launches, restructuring operations to reflect current economic circumstances, and balancing strategic capital asset investments with a focus on cashflow management and return on investment criteria.

3. Stock Option/PSU/RSU ("Long-Term Incentive Program" or "LTIP")

Long-term incentives for NEO's consist of share options, PSUs and/or RSUs which are also a variable component of compensation.

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Stock Options - Where the cash bonus payable to business unit managers or the CEO exceeds $50,000, the entitled individual may be required to accept, in lieu of cash, stock options equal to up to one quarter of the cash bonus entitlement exceeding $50,000. These options are 10-year stock options granted at the market price at the time of grant. We also retain the right to grant discretionary options with 5-year duration to any NEO. This discretion is used from time to time to provide additional long-term incentives to management to recognize exceptional circumstances. These share options vest at the rate of 20% per year and act as an inducement for the recipients to remain in Exco's employment and make business decisions that will contribute to our long-term share price appreciation. With the adoption of the PSU and RSU plans in fiscal 2023, it is anticipated that the stock options will be phased out over the following years.

PSU - changes in the taxation of share options and prevailing best practices biased toward performance-based non-dilutive mechanisms caused the HRC Committee and management to adopt a LTIP plan in October 2022. The performance metrics adopted include average earnings targets (EBITDA or other group profitability measures), over a three-year period and in specific circumstances share price targets (with respect to the CEO). This causes management to focus on driving consistently higher EBITDA levels which, over the long term, promotes strong operating cashflow at the business unit level. For fiscal 2026, PSU targets for the CEO will be broadened to include a Return on Invested Capital metric.

RSU – since the sole criteria for vesting of RSUs is continuous employment with the Company for the full duration of the RSU this encourages retention of key staff over extended periods.

4. Personal Benefits

We maintain competitive group benefit plans for all NEOs including provision of life insurance, accidental death and dismemberment insurance, short-term disability income, long-term disability income, and health and dental coverage. Benefits under these plans do not materially differ from those extended to other management employees of Exco. Group Benefits cease on the NEO's retirement or termination and, with respect to certain group benefits, upon obtaining the age of 65 and 70 (depending on the benefit). From time to time Exco provides other forms of compensation that are common in the automotive industry such as providing company cars/car allowances and club memberships to NEOs.

Each of the compensation elements above are generally designed to accomplish one or both of our two goals: 1) attraction and retention of key talent, and 2) alignment of compensation with Exco's performance, which includes achievement of consistent higher-than-average profitability.

1. Attraction and Retention of Key Talent

The compensation package meets the goal of attracting and retaining key talent in a highly competitive automotive manufacturing environment through the following elements:

• A competitive total compensation program, including base salary, cash bonus and Long Term Incentive Program, that are competitive with similar opportunities offered in the marketplace for executive talent;
• Five and Ten-year share option grants with Five-year vesting encourage long tenure with us;
• the RSU is clearly focused on retention of employees since employees can only collect their entitlements at the end of the three-year term if still employed with Exco; and
• the PSU plan cliff-vesting feature also ensures that employees can only collect their entitlements at the end of the three-year term of the awarded PSU if the performance metrics are achieved.

2. Alignment of Compensation with Our Performance

The compensation package aligns individual compensation with our operating and financial performance because:

• The base compensation and personal benefits are sufficient to retain competent executive management, and
• The cash bonus and LTIP awards for business unit managers incent and motivate them to improve Exco's operating and financial position, namely, increase pre-tax Profit and limit capital expenditures to those increasing pre-tax Profit by more than 10%. As these parameters improve, our net investment declines and gross margin, EBITDA, cash flow and ultimately the share price should rise. In the case of the Executive Chair and CEO, as consolidated pre-tax Profit above the cost of borrowing charge rises so should Exco's overall earnings, EPS and ultimately share price.

As noted above, the HRC committee targets total compensation at the mid-range to above-mid range of comparable market practices. Various elements of total compensation are managed so that the total package provides the potential to add up to the approximate midpoint of the equivalent position range at target performance levels. Within total compensation in 2025, the HRC committee sought to balance the various components with a view to recognize the need to drive toward growth and

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profitability, strengthening the Company's financial position and improving return on investment in the coming years while negotiating the challenges associated with global tariffs, delays to EV, Hybrid and ICE platforms, and inflationary pressures.

Besides base salary and personal benefits, all other compensation is at risk, which means that all the cash bonus, stock options, PSUs and RSUs are at risk and tied to Exco's performance for all NEOs.

A. Base Salaries

In setting NEO salaries, the HRC committee reviewed automotive and general industry benchmarks. Based on the foregoing review, as well as consideration of the 2022 Mercers Canada report referenced above in "Executive Compensation Discussion & Analysis", individual performance, tenure and experience, Exco's overall performance, any retention concerns, the individual's historical compensation and input from other board members, the HRC committee sets the base salaries for the NEOs. The salaries that the HRC committee approved for the NEO for 2025 are shown in the salary column of the Summary Compensation Table. In 2024 the decrease for Mr. Schroers reflects his retirement from full-time employment with Exco causing his base salary to decrease from USD$360,000 per annum to USD$216,000 per annum effective April 1, 2023, plus the impact of changing US/CND exchange rates from year to year. Effective October 1, 2025 the CEO's salary was increased to $600,000 and the Chairman's salary was reduced to $400,000 to reflect the ongoing transition of duties between the two.

B. Cash Bonus Awards

In 2025 all NEOs earned a cash bonus in accordance with the formulae described above in amounts set forth in the Summary Compensation Table set out below. These formulae are driven by Exco's earnings and not its stock price. Therefore, the 2025 cash bonus awards to NEOs are consistent with and positively correlated with Exco's financial performance over 2025 with respect to the CEO and the Executive Chair and in the case of Mr. Gnatyuk and Mr. Schroers with respect to their divisional financial performance.

In the case of the CEO a discretionary bonus in the amount of $150,000 was also granted. This discretionary amount is included in the Summary Compensation Table under the column "All Other Compensation". This reflects the considerable progress in navigating uncertainty under global tariff risks, delays in EV and new OEM launches, restructuring operations to reflect current economic circumstances, and balancing strategic capital asset investments with a focus on cashflow management and return on investment criteria.

C. Stock Option Long Term Incentive

All NEOs earned cash bonuses more than $50,000 in 2025. The board exercised its discretion and granted no ten-year stock options. In 2025 no 5-year stock options were granted. The move away from stock options to a mix of PSUs & RSUs reflects current developments in executive long-term compensation design, new Canadian Income Tax changes, and better aligns long-term incentive with those of our peers.

For further detail see "Executive Contracts" below. Historic share option information for grants to NEOs are shown in the table "Outstanding Option-Based Awards".

Long-Term Incentive Program – LTIP – Share Based Awards

In 2025 the HRC committee granted the CEO 41,964 PSU units and 17,964 RSU units. The grant of PSUs was based on $350,000 divided by fair market value of Exco shares (previous five day weighted average closing price on the TSX) at the time of the award. The grant of RSUs was based on $150,000 divided by fair market value of Exco shares (previous five day weighted average closing price on the TSX) at the time of the award. The Company has elected to reflect the total value of these awards in the Summary Compensation Table under column "Share Based Awards" at $500,000 although no entitlement exists at the present time and no cash has been paid. In each of the next three years the HRC committee may disclose the notional value of these PSUs and RSUs however, Mr. Kirk will not be entitled to any cash from these PSU awards and RSU awards until their third anniversary and then only if their stipulated conditions are met. See "Description of Share Based Awards" below. Also, to increase the alignment of our CEO's interests with those of our shareholders, Mr. Kirk's new long-term incentive plan places more emphasis on PSUs (weighted 70%) than on RSUs (weighted 30%). Any cash (net of taxes) realized from RSU and PSU awards will be used by Mr. Kirk to purchase Exco shares on the open market until he holds shares that total three times his base salary - $1.8 million at Mr. Kirk's current salary of $600,000.

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In 2025 the board exercised its discretion and awarded 7,186 RSUs to Mr. Posno and 599 RSUs & 1,796 PSUs to Mr. Gnatyuk (see Summary Compensation Table for detail). The award of RSUs to Mr. Posno recognizes his leadership position at the corporate level and reinforces his interest in improving our long-term financial performance. The RSU & PSU awards to Mr. Gnatyuk is in keeping with historic awards for business group vice president's and general managers. Mr. Robbins & Mr. Schroers are nearing retirement and it was felt that, in this circumstance, share-based awards were not satisfactory long-term motivators.

Managing Compensation-Related Risk

In 2025, the HRC committee considered the implications of the risks associated with its compensation policies and procedures. The HRC committee is actively involved in the risk oversight of its compensation policies and practices. Managing compensation risk within the context of a decentralized management structure such as Exco's is a critical component of our overall risk mitigation process. We use the following practices to discourage or mitigate excessive risk-taking:

• The board reviews and approves each business unit's annual plan and budgets before the start of each fiscal year. These annual plans and budgets include the determination of bonus pools although the allocation to individuals does not take place. Each quarter the annual plans and budgets (included bonus pools) are monitored and updated quarterly by corporate management, if business conditions require it, and reported to the board.
• We have employment contracts for all NEOs except the Executive Chair. These employment contracts are approved by the HRC committee and incorporate in detail all the terms of compensation. The CEO's bonus is documented, determined by formula and, combined with the bonus of the Executive Chair, is capped as previously discussed herein (see "Elements of Executive Compensation" above).
• Bonuses for NEOs other than the Executive Chair are set out in the employment contracts as a specific percentage of the Fiscal year's pre-tax profits and the size of each business unit's bonus pool is capped. Also, as the individual NEO level bonuses are capped at up to 150% of base pay; the negotiated percentages do not fluctuate, although the amount of bonus will fluctuate as profits and net investment fluctuate. The underlying objective of such bonus structure (including of executive officers, and for divisional general managers) is to encourage entrepreneurial management behavior and to link an officer's compensation to the profitability of the operations over which he or she is responsible. As profitability of the division or plant increases or decreases, so will such person's bonus.
• All equity-based awards (for executives and non-executives) are approved by the HRC committee and the board; where not included in an employment contract, equity compensation is based on performance and is discretionary (as described above).
• The HRC committee has delegated employment contract negotiations for its vice-presidents and general managers to the Executive Chair and CEO, using the same principles as utilized by the HRC committee and all base salary and bonus awards and employment contracts are approved by the HRC committee.
• In 2025, all those executive contracts that required renewal, were updated and reviewed by the HRC committee. Exco does not have firm share ownership requirements for its NEOs who are not directors; however, historically NEO share ownership is relatively high given share-based compensation awards to NEOs over the years. Exco has explicitly prohibited hedging of Exco shares and share-based compensation awards.
• The stock option part of our Long-Term Incentive Program includes options which vest over time (or a significant portion of which vest over time). This ensures that executives remain exposed to the risks of their decisions and vesting periods align with risk realization periods. The trading of common shares, whether obtained through option exercise or otherwise, is subject to specified black-out periods.
• PSU payouts are capped at 200% of target.
• The CEO is required to have a $1.8 million investment in Exco shares (see "Long-Term Inventive Program – LTIP- Share Based Awards" above) and as such has a direct interest in advancing those business activities which increase the share price.
• The audit committee and board are responsible for assessing and monitoring Exco's financial and enterprise risks. Accordingly, the audit committee has one member who is a former partner with a national accounting firm with extensive and detailed knowledge of financial reporting and recent trends in both IFRS and accounting for the hedging of risk.
• The HRC committee and the board retain, in appropriate circumstances, the discretion to adjust annual incentive payments to take into account unique situations where it is determined to be in the best interests of Exco to recognize individual performance contributions despite a profit shortfall.

As a result of the HRC committee's review of its compensation plans, it has concluded that there are no identified risks arising from its compensation programs which are reasonably likely to have a material adverse effect on Exco.

EXCO

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Performance Graph

The following graph illustrates the five-year cumulative total shareholder return (assuming reinvestment of dividends) of a $100 investment in shares on September 30, 2020 to September 30, 2025 compared with the return on the S&P/TSX Small Cap Index and the Automotive & Components index.

Summary Compensation Table

The following table provides a summary of compensation earned during the last fiscal year by the CEO, CFO and the 3 most highly compensated executive officers who served as our executive officers at the end of the fiscal year ended September 30, 2024 (the "NEOs").

Name and Principal Position	Year	Salary ($)	Share Based Awards ($)(1)	Option Based Awards ($)(2)	Non-equity Incentive Plan Compensation ($)		All Other Compensation ($)(3)	Total Compensation ($)
					Annual Incentive Plans	Long-term Incentive Plans
Darren M. Kirk	2023	500,000	500,000	-	162,141	-	237,859	1,400,000
President & Chief Executive	2024	500,000	500,000	-	240,120	-	259,880	1,500,000
Officer	2025	500,000	500,000	-	150,000	-	150,000	1,300,000
Matthew Posno	2023	290,000	-	67,305	135,000	-	-	492,305
VP Finance & Chief Financial	2024	300,000	40,000	-	145,000	-	-	485,000
Officer	2025	325,000	60,000	-	150,000	-	-	535,000
Brian A. Robbins	2023	500,000	-	-	162,141	-	216,890	879,031
Executive Chairman	2024	500,000	-	-	240,120	-	66,300	806,420
	2025	500,000	-	-	150,000	-	88,577	738,577
William Schroers	2023	411,300	-	-	493,560	-	685,500	1,590,360
President and CEO,	2024	292,000	-	-	365,000	-	-	657,000
Automotive Solutions Group (4)	2025	291,600	-	-	364,500	-	-	656,100
Nick Gnatyuk	2023	475,000	-	26,922	331,500	-	-	833,421
Vice President, General Manager,	2024	475,000	20,000	-	485,000	-	-	980,000
Extrusion Group	2025	475,000	20,000	-	465,000	-	-	960,000

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(1) Amounts shown represent the grant date fair value of RSUs and PSUs awarded for the specified fiscal years. The value of one RSU or PSU grant is the volume weighted average share price for the five trading days after the grant date.
(2) Fair value of the awards earned in prior years on the grant date calculated based on Black-Scholes option pricing model.
(3) The value of annual perquisites and benefits for each of the Named Executive Officers is shown only when the value exceeds the lesser of $50,000 and 10% of the total annual salary and bonus. For the CEO this column also includes the discretionary portion of their cash bonus of $150,000.
(4) Mr. Schroers' Salary, Annual Incentive Plan and All Other Compensation is paid in $USD. The exchange rate is the rate at the beginning of the fiscal year - $1.35.

Note: None of the Named Executive Officers are covered by a pension plan as defined in National Instrument Form 51-102F6 and accordingly, the columns has been deleted for presentation purposes.

Incentive Plan Awards

Name	Outstanding Option-Based Awards					Share-Based Awards
	Grant Date	Number of Securities Underlying Unexercised Options (#)	Option Price ($)	Option Expiration Date	Value of Unexercised in-the-money Options as at Sept. 30, 2024(1) ($)	Number of shares or units of shares that have not vested(2) (#)	Market or payout value of share-based awards that have not vested(2) ($)	Market or payout value of share-based awards not paid out or distributed ($)	Share-based award expiry date
Darren M. Kirk	2-Dec-2020	80,000	8.29	28-May-2026	-	-	-	-	-
	30-Dec-2021	75,000	9.78	16-Jun-2027	-	-	-	-	-
	6-Dec-2022	-	-	-	-	62,734	423,455	-	30-Apr-2026
	11-Dec-2023	-	-	-	-	64,766	437,171	-	30-Apr-2027
	12-Dec-2024	-	-	-	-	59,880	404,190	-	30-Apr-2028
		155,000				187,380
Matthew Posno	2-Dec-2020	50,000	8.29	28-May-2026	-	-	-	-	-
	30-Dec-2021	37,500	9.78	16-Jun-2027	-	-	-	-	-
	6-Dec-2022	50,000	7.97	26-May-2028	1,000	-	-	-	-
	11-Dec-2023	-	-	-	-	5,181	34,972	-	30-Apr-2027
	12-Dec-2024	-			-	7,186	48,506	-	30-Apr-2028
		137,500				13,367
Brian A. Robbins
William Schroers
Nick Gnatyuk	2-Dec-2020	20,000	8.29	28-May-2026	-	-	-	-	-
	30-Dec-2021	20,000	9.78	16-Jun-2027	-	-	-	-	-
	6-Dec-2022	20,000	7.97	26-May-2028	-	-	-	-	-
	11-Dec-2023	-	-	-	-	2,591	17,489	-	30-Apr-2027
	12-Dec-2024	-				2,395	16,166	-	30-Apr-2028
		60,000				4,986

(1) Difference between the market value of the securities underlying the instruments at the end of the year, and the exercise or base price of the option.
(2) Does not reflect the impact of any applicable adjustment factor or dividend inclusion.

Incentive Plan Awards – Value Vested or Earned During the Year

Name	Option-based Awards - Value Vested during the Year ($)	Share-based Awards - Value Vested during the Year ($)	Non-Equity Incentive Plan Compensation - Value Earned during the Year ($)
Brian A. Robbins	-	-	150,000
Matthew Posno	3,000	-	150,000
Darren M. Kirk	1,200	-	300,000
William Schroers	-	-	364,500
Nick Gnatyuk	1,200	-	465,000

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23
EXCO

DESCRIPTION OF SHARE-BASED AWARDS

The board amended its Long Term Incentive Program by adopting a LTIP plan effective October 1, 2022 for management and employees of the company and its subsidiaries. The LTIP is administered by the HRC Committee. The LTIP is intended to promote a greater long-term alignment of interests between employees, the company and its shareholders and to retain qualified management and employees. Being equity-based, our LTIP's value to our executives is dependent on share price performance, which in turn benefits all shareholders. As configured, our LTIP is made up of performance share units (PSUs), which are tied to certain performance measures as determined by the HRC Committee, and restricted share units (RSUs), which vest at the end of a three-year service period. Both PSUs and RSUs settle entirely in cash.

Restricted Share Units (RSUs)

RSUs are notional share units that have the same value as our common shares; however, RSUs carry no voting rights, cannot be transferred, and carry no right to be exchanged into our common shares. RSUs align our executives' and shareholders' interests in share return growth. They promote employee and executive retention through time-based vesting. RSUs are settled in cash and cliff vest on the third anniversary of their grant date. They have associated dividend equivalent rights and therefore accumulate additional units equal to the value of dividends paid on Exco's common shares over the life of the units. The payout value of our RSUs is equal to the number of vested RSUs (including dividend equivalent rights earned thereon) multiplied by the volume weighted average trading price of Exco's common shares for the five (5) trading day-period ending on the redemption date. To eliminate any dilutive effects, all RSUs granted under the LTIP are settled in cash only, not shares.

As at September 30, 2025, 80,862 RSU Units (subject to the dividend inclusion calculation) were issued and outstanding.

Performance Share Units (PSUs)

Subject to a performance multiplier, PSUs are notional share units that mirror the market value of Exco's common shares. PSUs have associated dividend equivalent rights and therefore accumulate additional units equal to the value of dividends paid on Exco shares over the life of the units. These units vest upon completing a service condition that starts on the first day of a three-year performance period. To eliminate any dilutive effects, all PSUs granted under the LTIP are settled in cash only, not shares. Annually, the HRC Committee reviews and approves the performance objectives that will be applied to each grant of PSUs. Performance objectives for each grant year are used to determine the ultimate number of PSUs that will vest on the completion of the three-year performance cycle. The performance metrics adopted include average earning targets (EDITDA and other group profitability targets) over a 3-year period and in specific circumstances, share price targets (with respect to the CEO). If these are not achieved the PSU units have a value of zero. If average annual EBITDA over the three-year life of the PSU units achieves its maximum target, an adjustment factor of 200% will apply.

As at September 30, 2025, 155,438 PSU Units (subject to any applicable adjustment factor and dividend inclusion calculation) were issued and outstanding.

DESCRIPTION OF OPTION-BASED AWARDS

Securities Authorized for Issuance under Equity Compensation Plans

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options (#)	Weighted-Average Exercise Price of Outstanding Options ($)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (#)
Equity compensation plan approved by security holders (stock option plan)	664,500	8.72	1,382,338
Equity compensation plans not approved by security holder	-	-	-
Total	664,500	8.72	1,382,338

Stock Option Plan ("SOP")

Pursuant to our SOP, the board is authorized to issue options to officers and employees to acquire common shares at such prices as the board may determine, provided the price is more than the minimum price permitted by the Toronto Stock Exchange. Independent directors are not eligible to receive stock options under the SOP. The SOP and the TSX require the price to be no less than the weighted average price of our common shares on the last 5 trading days after the latter of: a) the day of the grant by the board, or b) the release of the press release if material information was also considered by the board at the meeting where the options were granted.

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Options granted under the SOP must expire no later than 10 years after the date of grant and are not transferable or assignable other than by will or other testamentary instrument or the laws of succession. Options vest at the rate of 20% per annum. If a participant under the SOP is dismissed for cause, all unexercised options of the participant immediately terminate. If a participant under the SOP ceases to be a director, officer or employee of Exco or its subsidiaries, each option held by such participant will cease to be exercisable 30 days thereafter. If a participant under the SOP dies, the legal representative of the participant may exercise the participant's options for a period of 6 months following the date of the participant's death, but only up to the original option expiry date. The board retains discretion to extend these time limits but has never done so.

The SOP provides that the number of common shares reserved for issuance to any one person under the SOP may not exceed 5% of the outstanding common shares at the relevant time.

At fiscal year-end, we had options outstanding under the SOP to purchase 664,500 common shares at exercise prices ranging from $7.97 to $9.78 per share, representing 1.8% of Exco's outstanding common shares. 1,382,338 common shares (representing 3.6% of outstanding common shares) are available for future grants under the SOP as set out in the following table:

	Common Shares
common shares currently reserved	6,348,227
common shares previously issued on exercise of options	(4,301,389)
common shares reserved for issue pursuant to outstanding options	(664,500)
common shares available for future options	1,382,338

Executive Contracts

Mr. Kirk, Mr. Posno, Mr. Gnatyuk and Mr. Schroers are the Named Executive Officers with written employment contracts.

Mr. Kirk's employment contract provides for a base salary of $600,000 plus a bonus of 1.5% of the adjusted consolidated pre-tax profit as described further in "Elements of Compensation, 1. Cash Bonus Program" above. The bonus is subject to a cap of $500,000 per year. In October 2022, this cap was lowered from $1 million as a result of the changes to his long term incentive compensation for 2023. Mr. Kirk is now also entitled to annual PSU awards based on $350,000 and RSU awards based on $150,000. For more detail see "Description of Share Based Awards – Performance Share Units (PSU)". The employment contract has no fixed term, however, provides for notice, or payment in lieu of notice, in the event of termination without cause in the amount of twelve-month base pay. As of the date of the circular this amount would be approximately $600,000. In the event of a change of control at Exco Mr. Kirk will have eighteen months from the date of the change of control to elect to remain in his current position with Exco or, if he elects not to remain in his position, to receive a payment in the amount equal to the sum of: a) two year's base salary and 2) any accrued amount of bonus earned but not yet paid up to and including the date on which Kirk elects not to remain. All outstanding stock options granted to Kirk on the day of the Change of Control shall vest immediately if, and only if, Kirk elects not to remain in his current position at Exco. Share based compensation shall be treated as described in "Description of Share Base Compensation Plans – Change of Control" below if a change of control takes place.

Mr. Posno's employment contract provides for a base salary of $325,000 plus a discretionary bonus of up to a maximum of 50% of base salary per year. The employment contract has no fixed term, however, provides for notice, or payment in lieu of notice, in the event of termination without cause in the amount of one month of base pay for every year of service up to a maximum of fifteen months but, in any event, no less than six months. As of the date of the circular this amount would be approximately $189,583. No change of control provision exists.

Exco has entered into a contract with WS Enterprises Inc. and William Schroers for management services relating to the management of the Automotive Solutions segment. Both WS Enterprises Inc and William Schroers are domiciled in the State of Michigan, USA. The contract is for a period of no fixed term at a base salary of US$216,000 and a bonus based on earnings which is capped at $US 270,000. This contract can be terminated by either party upon twelve months prior written notice and no payment to William Schroers or WS Enterprises Inc. will be required upon such future termination. There is no change of control provision.

Mr. Gnatyuk's contract provides for a base salary of $475,000 plus a formula-driven bonus which is capped at 150% of base salary. The employment contract has no fixed term, however, provides for notice, or payment in lieu of notice, in the event of termination without cause in the amount of eighteen months base pay. As of the date of the circular this amount would be approximately $712,500. There is no change of control clause.

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NORMAL COURSE ISSUER BID

On May 5, 2005 the Toronto Stock Exchange approved our request to implement a normal course issuer bid. The complete issuer bid share purchase history for each fiscal year since inception is as follows:

Fiscal Year	Shares Purchased	$ Per Share	$ Paid
2005	8,800	$4.00	$35,200
2006	183,400	$3.79	$695,086
2007	156,700	$3.86	$604,862
2008	530,200	$3.45	$1,829,190
2009	282,100	$1.88	$530,348
2010	11,600	$2.08	$24,128
2011	-	-	-
2012	777,180	$3.53	$2,743,445
2013	-	-	-
2014	-	-	-
2015	-	-	-
2016	-	-	-
2017	151,100	$9.66	$1,459,867
2018	696,400	$9.56	$6,656,058
2019	1,416,018	$8.69	$12,301,354
2020	1,258,666	$7.31	$9,203,263
2021	-	-	-
2022	385,033	$8.88	$3,420,984
2023	-	-	-
2024	360,702	$7.61	$2,745,553
2025	519,050	$6.70	$3,479,543
Total	6,736,949	$6.79	$42,249,338

During the 2025 fiscal year 519,050 common shares were purchased pursuant to the normal course issuer bid. Since inception of the normal course issuer bid an average price of $6.79 per share was paid to repurchase Exco shares. All shares were cancelled. The current normal course issuer bid expires on February 19, 2026 at which time it may be renewed.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

We hold directors' and officers' liability insurance in the aggregate amount of $12,000,000 for annual premiums of approximately $63,558. Exco will pay the first $100,000 of any claim made under the policy in Canada and $250,000 of any claim made under the policy in other countries.

GENERAL

Information contained herein is given as of December 4, 2025. Exco management knows of no matter to come before the meeting of shareholders other than the matters referred to in the Notice of Meeting. The contents and the sending of this management information circular have been approved by the board.

Additional financial information is provided in our comparative financial statements and management discussion & analysis for fiscal 2025. Further information relating to Exco is available on SEDAR at www.sedarplus.ca. Shareholders may request copies of our financial statements and management discussion and analysis for fiscal 2025 by contacting us at our corporate office at

130 Spy Court, 2nd Floor
Markham, Ontario, L3R 5H6
Phone: 905-477-3065
Fax 905-477-2449

EXCO

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Schedule A

Board of Directors Charter

(Approved by the Board September 3, 2025)

1. Role of the Board

The Board of Directors of Exco Technologies Ltd. (the "Company") is elected by the Company's shareholders to supervise directly and through its committees, the management of the business and affairs of the Company, which are conducted by its officers and employees under the direction of the President and Chief Executive Officer ("CEO").

The primary stewardship responsibility of the Board of the Company is to ensure that Management conducts the business and affairs of the Company with the main objectives to enhance shareholder value in a manner that recognizes the concerns of other stakeholders in the Company, including its employees, suppliers, customers and the communities in which it operates, to continuously improve the Company's performance and quality of its products and services, and to ensure its continuous growth and development.

2. Duties and Responsibilities of the Board

The Board shall meet regularly to review reports by management on the performance of the Company. In addition to the general supervision of Management, the Board performs the following functions:

a) strategic planning – overseeing the strategic planning process within the Company and reviewing, approving and monitoring the Company's strategic plan, including fundamental financial and business strategies and objectives, taking into account, among other things, the opportunities and risks of the business, market and product global trends, and growth potential;

b) risk assessment – monitoring and assessing the principal risks of the Company's business and ensuring the implementation of appropriate systems to manage these risks;

c) integrity of CEO and other executive officers – to the extent feasible, satisfying itself as to the integrity of the CEO and other executive officers and satisfying itself that the CEO and other executive officers create a culture of integrity throughout the organization.

d) senior management – overseeing the selection, evaluation and compensation of the CEO and senior management and monitoring succession planning;

e) maintaining integrity – reviewing and monitoring the controls and procedures within the Company to maintain the integrity and accuracy of its financial reporting, internal controls, disclosure controls, management information systems, compliance with its Conflict of Interest Policy and Code of Conduct.

f) expectations – ensuring that its expectations of Management are understood, that the appropriate matters come before the Board and that the Board is kept informed of shareholder feedback.

g) CEO – reviewing and approving, upon the recommendation of the Human Resource and Compensation Committee ('HRC Committee'), the appointment, compensation, and performance of the CEO and the succession plan for him and senior managers;

h) Selection of Board nominees – selecting, upon the recommendation of the Governance and Nominating Committee nominees for election as directors;

i) Compensation of non-management directors – reviewing and approving upon the recommendation of the Governance and Nominating Committee ("GN Committee"), the compensation of non-management directors, and ensuring that their compensation adequately reflects the risks and responsibilities, and time commitment involved in being an effective director;

j) Independent functioning – ensuring that appropriate structures and procedures are in place so that the Board and its committees can function independently of Management.

k) Approval of key policies – reviewing and approving the key policy statements developed by Management for issues such as conflicts of interest, compliance, communications, environment, health and safety, and public disclosure;

l) Approval of disclosure documents – reviewing and approving the contents of the annual information form, annual and quarterly management's discussion and analysis, news releases in connection with quarterly and annual financial results and the corresponding financial statements, and the management proxy circular;

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m) Approval of financial activities – reviewing and approving significant capital expenditures, raising of capital, significant loans and other major financial activities;

n) Approval of significant operations – reviewing and approving significant reorganizations, restructuring, acquisitions, and divestitures; and

o) Corporate governance monitoring – developing and monitoring, through the Governance and Nominating Committee, the systems of corporate governance of the Company.

3. Composition and Procedures

a) Size of Board and selection process – The size of the Board must be sufficient in number to ensure diversity of skills and perspectives and to provide useful experience to the Board supervising the management of the Company as well as to staff on the various Board committees, while allowing the Board to function efficiently and effectively. The Board reviews and approves the choice of candidates for nomination and election by the shareholders. Between annual meetings, the Board may appoint directors to service until the next annual meeting.

b) Qualifications – Directors should have the highest personal and professional ethics and values and be committed to advancing the best interests of the shareholders of the Company. They should possess skills and competencies in areas that are relevant to the Company's activities, solid business experience, good judgment, integrity, financial literacy and the ability to allocate the necessary time and effort to perform Board and committees duties. A majority of the Board shall be composed of independent directors within the meaning of section 1.4 of Multilateral Instrument 52-110 Audit Committee.

In recognition of the importance of alignment of financial interests of Directors with those of shareholders, the Company requires Directors (executive and non-executive) to achieve an equity investment of two times the value of the annual Board cash retainer (excluding any cash retainer for committee chairs and regardless of whether the Director actually receives the said cash retainer) within a four year period from the later of the adoption date of this requirement or the Directors date of appointment to the Board. Compliance with the equity investment requirement shall be monitored by the Governance and Nominating Committee and once the said equity investment requirement is made the Director's obligation under this section is met regardless of the subsequent market value of the underlying Company shares.

c) Majority Voting – Forms of proxy for the vote by shareholders on the election of directors will list each nominee for director separately so as to enable shareholders to vote in favour of, or to withhold from voting for, each nominee, individually. The Board will promptly cause the outcome of each vote for the election of directors to be publicly disclosed by means of a news release or in such other manner as may be required by the Toronto Stock Exchange. If, with respect to any nominee, the number of votes withheld exceeds the number of votes in favour of the nominee, then such nominee ("Designated Nominee") is required forthwith to submit to the Board his or her resignation, to take effect upon acceptance by the Board. The Board will promptly, and in any event within 90 days, absent exceptional circumstances, accept the resignation and in making this decision, the board may request and rely on a recommendation from the Governance and Nominating Committee. That Committee and the Board, may each consider any factors or other information that they consider appropriate and relevant in making their decision. A Designated Nominee will not participate in the deliberations of any committee or the Board with respect to his or her resignation. The Company shall issue a news release in a timely manner upon a decision being made by the Board as to the acceptance or rejection of the resignation by the Designated Nominee, and if the Designated Nominee is retained the news release will disclose the reasons for retaining the Designated Nominee. A copy of the news release must be provided to the TSX. Subject to any applicable law, if the resignation of the Designated Nominee is accepted, the Board may leave the resultant vacancy unfilled until the next annual meeting of shareholders, or the board may fill the vacancy through the appointment of a new director. This majority voting policy does not apply to any nominee for election as a director of the Company for 'contested' elections; that is, where, the total number of persons nominated for election exceeds the total number of vacancies to be filled at such election of directors, as determined by the Board.

d) Term Limits – Those directors of the Board who are independent (as defined in Section 1.4 of NI 52-110) and hold less than 20% of the Company's voting shares ("Term Limited Directors") shall be subject to term limits of fifteen years commencing from the date of first appointment to the Board and ending on the first annual shareholder meeting held after the fifteen-year anniversary of appointment. Term Limited Directors will also be required to resign from the Board upon attaining the age of seventy. Such resignation shall be effective as of the first annual shareholder meeting held after such director attains the age of seventy. The Board shall have a discretion to retain any Term Limited Director beyond the term and age limits set out in this clause if the Board deems it to be in the best interests of the Company.

e) Chairman of the Board – The Board shall appoint a director to be Chairman of the Board. At all times the same person may not occupy the position of Chairman of the Board and of President and/or CEO.

f) Director orientation – Management is responsible for providing an orientation and education program for new directors with a view to ascertaining that all new directors fully understand the role of the Board and its committees, as well as the contribution

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individual directors are expected to make (including, in particular, the commitment of time and energy that the Company expects from its directors), and the nature and operation of the Company's business.

g) Meetings – The Board has at least five scheduled meetings a year. Additional meetings may be held when required. The Board is responsible for its agenda. Materials for each meeting will be distributed to the directors in advance of the meetings. At each of the five scheduled meetings, the final agenda item is an "in-camera" session which excludes management and non independent directors.

h) Committees – The Board has established three standing committees to assist the Board in discharging its responsibilities: the HRC Committee, the GN Committee and the Audit Committee. Special committees may be established from time to time to assist the Board in connection with specific matters. The chair of each committee reports to the Board following meetings of the committee.

i) Evaluation – The GN Committee bears the responsibility to assess the Board's performance as a whole as well as that of individual directors, the committees of the Board and the contributions of individual directors.

j) Compensation – The GN Committee recommends to the Board the compensation for non-management directors. In reviewing the adequacy and form of compensation, the committee seeks to ensure that the compensation reflects the responsibilities and risks involved in being a director of the Company and aligns the interests of the directors with the best interests of the shareholders.

k) Access or independent advisors – the Board, any committee and/or any director may at any time retain outside financial or legal advisors at the expense of the Company. The retention and the terms and conditions of the retention of external advisors shall receive prior approval by the HRC Committee.

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Schedule B

Chairman's Terms of Reference

The principal role of the Chairman of the Board of Directors ("Board") of Exco Technologies Limited (the "Corporation") is to provide leadership to the Board. The Chairman is responsible for effectively managing the affairs of the Board and ensuring that the Board is properly organized and that it functions efficiently and, in cases where the Chairman is an independent director, independent of management. Where the role of Chairman and President and Chief Executive Officer is not combined, the Chairman also advises the President and Chief Executive Officer in all matters concerning the interests of the Corporation, the Board and the relationships between management and the Board.

More specifically, the Chairman shall:

A. Strategy

1. Provide leadership to enable the Board to act effectively in carrying out its duties and responsibilities as described in the Mandate of the Board and as otherwise may be appropriate.
2. Work with the Board, the President and Chief Executive Officer and other management to monitor progress on the Corporation's business plans, annual budgets, policy implementation and succession planning.
3. Assist the President and Chief Executive Officer in presenting the corporate vision and strategies to the Board, large shareholders, partners and the outside world.

B. Advisor to President and Chief Executive Officer

1. In the case where the roles of the Chairman and President and Chief Executive Office is not combined:
   a. Provide advice, counsel and mentorship to the incumbent President and Chief Executive Officer; and
   b. In consultation with the President and Chief Executive Officer, ensure that there is an effective relationship between management personnel and the members of the Board.

C. Board Structure and Management

1. Preside over Board meetings and annual and special meetings of shareholders.
2. Provide advice, counsel and mentorship to fellow members of the Board.
3. Execute the responsibilities of a company director according to the lawful and ethical standards and in accordance with the Corporation's policies.
4. Take a leading role, together with the Governance and Nominating Committee, in determining the composition of the Board and its committees to achieve maximum effectiveness.
5. In consultation with the President and Chief Executive Officer, the Corporate Secretary and the chairs of the Board committees, as appropriate, determine the frequency, dates and locations of meetings of the Board, of Board committees and of the shareholders.
6. In consultation with the President and Chief Executive Officer and Corporate Secretary, review the annual work plan and the meeting agendas to ensure all required business is brought before the Board to enable it to efficiently carry out its duties and responsibilities.
7. Ensure the proper flow of information to the Board and review, with the President and Chief Executive Officer and Corporate Secretary, the adequacy and timing of materials in support of management personnel's proposals.

D. Compensation Matters and Succession Planning

The Chairman shall, in conjunction with the Human Resources Committee:

1. Recommend compensation awards for President and Chief Executive Officer and be

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available to advise the Board on general compensation matters.

1. Advise the Board on performance of the President and Chief Executive Officer and succession planning of the President and Chief Executive Officer.
2. Together with the President and Chief Executive Officer, develop executive succession planning options to support the Corporation's strategies and to capitalize on opportunities for growth and/or acquisition.

If the Chairman is not independent, a Lead Director shall in conjunction with the Human Resources Committee:

1. Recommend compensation awards for Executive Chairman/President/CEO and be available to advise the Board on general compensation matters.
2. Advise the Board on performance of the Executive Chairman/President/CEO and succession planning of the Executive Chairman/President/CEO.
3. Together with the Executive Chairman/President/CEO, develop executive succession planning options to support the Corporation's strategies and to capitalize on opportunities for growth and/or acquisition.

Lead Director's Terms of Reference

The principal role of the Lead Director of the Board of Directors ("Board") of Exco Technologies Limited (the "Corporation") is to facilitate the functioning of the Board independent of management and the Executive Chairman of the Board/President/CEO ("Management") and serve as an independent leadership contact for the directors and senior executives.

The Lead Director is appointed annually from among the independent directors, and may be removed, by a majority of the independent directors if Management is not independent. The Lead Director shall be recommended by the Governance and Nominating Committee.

In addition to the duties of all directors, in fulfilling his or her responsibilities, the Lead Director will:

Meetings

1. Preside over in camera independent director sessions, including overseeing the distribution of information to independent directors for the purposes of such sessions.
2. Call, where necessary, the holding of special meetings of the Board or independent directors, with appropriate notice, and establish the agenda for such meetings in consultation with the other independent directors, as applicable.
3. Preside over Board meetings in the absence of the Chairman or in circumstances where Management is (or may be perceived to be) in conflict.

Evaluations

1. In consultation with the Chair of the Governance and Nominating Committee, provide Management with an annual performance evaluation.

Communication with the Chairman and Management

1. Act as a liaison between Management and the independent directors.
2. Debrief Management on decisions reached and suggestions made at meetings of independent directors or during in camera sessions.
3. Work with Management to ensure that the appropriate committee structure is in place and assist the Governance and Nominating Committee in making recommendations for appointments to such committees.
4. Consult and meet with any or all of the independent directors, at the discretion of either party, and represent such director in discussions with Management of the Corporation on corporate governance issues and other matters.

EXCO

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EXCO

Other

1. Have the authority to retain independent advisors on behalf of the Board as the Board or independent directors may deem necessary or appropriate.

2. Have such authority as the independent directors may designate from time to time.

Role of the President and CEO

The President and CEO of Exco Technologies Limited (the "Company") provides leadership of the Company and, subject to approved policies and direction by the Board of Directors (the "Board"), manages the business and affairs of the Company and oversees the execution of its strategic plan. In addition, to managing the business and affairs of the Company, the CEO performs the following functions:

1. presents to the Board for approval a strategic plan for the Company including the strategies to achieve that plan, the risks and alternatives to these strategies and specific steps and performance indicators, which will enable the Board to evaluate progress on implementing such strategies;

2. proposes to the Board for approval annual capital and operating plans to implement the Company's strategies together with key financial and other performance goals for the Company's activities and reports regularly to the Board on the progress against these goals;

3. acts as primary spokesperson for the Company and all its stakeholders;

4. assesses the senior management of the Company and provides for the orderly succession of senior management including the recruitment, training and development required;

5. recommends to the Board the appointment or termination of any officer of the Company other than the Chair;

6. together with the Company's CFO, establishes and maintains disclosure controls and procedures, and internal controls and procedures for financial reporting appropriate to ensure the accuracy and integrity of the Company's financial reporting and public disclosures; and

7. ensures that the Company is in full compliance with applicable laws and regulations and with its own policies.