Hampton Financial Corporation — Proxy Solicitation & Information Statement 2022

Jan 27, 2022

HAMPTON FINANCIAL CORPORATION

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE THAT an annual and special meeting (the “ Meeting ”) of the shareholders of Hampton Financial Corporation (the “ Corporation ”) will be held in a virtual-only format, which will be conducted through Zoom conferencing, on Wednesday, February 23, 2022 at 10:00 a.m., Eastern Time, for the following purposes:

1. to receive the audited consolidated financial statements of the Corporation for the financial year ended August 31, 2021 and the accompanying report of the auditors thereon;

2. to appoint the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the auditors’ remuneration, as more fully described in the management information circular dated January 24, 2022 (the “ Management Information Circular ”), accompanying this notice of Meeting;

3. to elect directors of the Corporation;

4. to consider and, if deemed appropriate, to pass, with or without variation, a special resolution (the text of which is disclosed in the Management Information Circular) to approve the amendment of the articles of the Corporation to: (i) create a new class of preferred shares of the Corporation to be named Class D preferred shares, the provisions of which will be similar to those of the Class A preferred shares of the Corporation; and (ii) amend the provisions of the Class A preferred shares of the Corporation to add a right of the holders of Class A preferred shares to convert their Class A preferred shares to Class D preferred shares, on a share for share basis, in each case as more fully described in the Management Information Circular;

5. to consider, and, if deemed appropriate, to pass, with or without variation, an ordinary resolution ratifying and reapproving the amended and restated stock option plan of the Corporation (attached as Schedule “B” to the Management Information Circular), as more fully described in the Management Information Circular; and

6. to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

A copy of the Management Information Circular and form of proxy accompany this notice of Meeting.

Only holders of multiple voting shares or subordinate voting shares in the capital of the Corporation of record as of January 19, 2022 are entitled to notice of the Meeting and to vote at the Meeting or at any adjournment or postponement thereof.

IMPORTANT

It is desirable that as many shares as possible be represented at the Meeting. If you do not expect to attend the Meeting and would like your shares represented, please complete the enclosed form of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all forms of proxy must be deposited at the office of the Registrar and Transfer Agent of the Corporation, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any postponement or adjournment thereof. Late forms of proxy may be accepted or rejected by the Chairman of the Meeting in his discretion and the Chairman is under no obligation to accept or reject any particular late forms of proxy.

DATED at Toronto, Ontario, the 24[th] day of January, 2022.

By Order of the Board of Directors of Hampton Financial Corporation

(signed) Peter M. Deeb Peter M. Deeb Executive Chairman and Chief Executive Officer

The Corporation has been carefully monitoring the outbreak of the novel coronavirus (“ COVID-19 ”) and is proactively implementing measures to prioritize the health and well-being of its employees, shareholders and community. The Corporation is conscious of its responsibility to help slow the spread of the COVID-19 pandemic and reduce its impact on shareholders and their health. The Corporation takes this responsibility seriously. This year, out of an abundance of caution, to proactively deal with the public health impact of the COVID-19 pandemic and to mitigate risks to the health and safety of stakeholders, the Corporation will hold the Meeting in a virtual-only format, which will be conducted through Zoom conferencing. SHAREHOLDERS WILL NOT BE ABLE TO ATTEND THE MEETING IN PERSON.

In order to access the Meeting through Zoom conferencing, shareholders will need to download the Zoom application on their computer or smartphone.

All shareholders who wish to virtually attend the Meeting should contact Anthony Asa at aasa@hamptonsecurities.com or 416-862-8659 no later than 10:00 a.m., Eastern Time, on February 22, 2022 to be included in the virtual meeting and be provided with the meeting ID and password. All attendees will be required to log into the Zoom application with name and email address. Shareholders will have the option through the Zoom application to join the video and audio or simply view and listen. It is the shareholders’ responsibility to ensure connectivity during the Meeting and the Corporation encourages its shareholders to allow sufficient time to log in to the Meeting before it begins.

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