Information Services Corporation - Proxy Solicitation & Information Statement 2021

Notice of Annual Meeting of Shareholders of Information Services Corporation to be held on May 12, 2021 and Management Information Circular

April 8, 2021

TSX[:] ISV

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company.isc.ca

Contents Page

Letter to Shareholders .......................................................................................................................................................................................................3 Notice of Annual Meeting ................................................................................................................................................................................................4 Management Information Circular ...............................................................................................................................................................................5 About the Meeting .............................................................................................................................................................................................................5 Who Can Vote .......................................................................................................................................................................................................................6 How to Vote ...........................................................................................................................................................................................................................7 Principal Owners of Class A Shares ............................................................................................................................................................................10 Business of the Meeting ..................................................................................................................................................................................................11 Director Compensation ...................................................................................................................................................................................................28 Compensation Discussion and Analysis....................................................................................................................................................................31 Employment Agreements, Termination and Change of Control Benefits ....................................................................................................46 Securities Authorized for Issuance Under Equity Compensation Plans ........................................................................................................47 Stock Option Plan ..............................................................................................................................................................................................................47 Additional Information ....................................................................................................................................................................................................50

2 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

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April 8, 2021

Dear Shareholder:

We are pleased to invite you to the annual meeting of shareholders of Information Services Corporation (“ISC”), which will be held at 11:00 a.m. (Saskatchewan time/MDT) on May 12, 2021, at Innovation Place, 6 Research Drive, Regina, Saskatchewan.

The annual meeting is an opportunity to consider matters of importance to ISC® and shareholders. You are encouraged to read the accompanying management information circular in advance of the meeting, which describes the business to be conducted at the meeting and provides information on ISC’s approach to executive compensation and governance practices.

In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of our shareholders, employees and other stakeholders, ISC is encouraging shareholders and others not to attend the meeting in person again this year.

We encourage you to vote your shares prior to the meeting. Please refer to the “How to Vote” section of the management information circular for further information.

Anyone who regards their physical attendance at the meeting as essential is asked to contact ISC at investor.relations@ isc.ca so that appropriate measures can be put in place to facilitate physical distancing and other precautions to ensure the health and safety of all attendees. ISC will follow the guidance and orders of provincial and federal public health authorities in that regard, including those restricting the size of public gatherings.

An audio webcast of the meeting and conference call will be available at company.isc.ca/investor-relations/events and shareholders will have the opportunity to ask questions through the conference call at the end of the meeting. The audio file with a replay of the webcast will be available about 24 hours after the meeting on ISC’s website at the link above. The Board of Directors and management look forward to your participation at the annual meeting.

Sincerely, Joel Teal Board Chair

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Jeff Stusek
President and Chief Executive Officer
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ISC® MANAGEMENT INFORMATION CIRCULAR 2021 3

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Notice of Annual Meeting

Notice is hereby given that the annual meeting (“Meeting”) of shareholders of Information Services Corporation (“ISC” or the “Company”) will be held on Wednesday, May 12, 2021, at 11:00 a.m. (Saskatchewan time/MDT) at Innovation Place, 6 Research Drive, Regina, Saskatchewan, for the following purposes:

To receive the Company’s consolidated financial statements for the year ended December 31, 2020, and the auditor’s report on those financial statements;
To elect directors of the Company for the ensuing year, subject to the right of the Lieutenant Governor in Council of the Province of Saskatchewan to appoint three of the members of the Board of Directors;
To appoint Deloitte LLP as the Company’s auditor for the ensuing year and to authorize the directors to fix the auditor’s remuneration; and
To transact such other business as may properly come before the Meeting and any adjournment or postponement thereof.

YOUR VOTE IS IMPORTANT. Our management information circular, which includes a detailed description of the matters to be dealt with at the Meeting, accompanies this Notice. As a shareholder, it is important that you read this material carefully and vote your shares.

To be valid, proxies (and changes thereto) must be received by ISC’s Corporate Secretary, c/o AST Trust Company (Canada) by 11:00 a.m. (Saskatchewan time/MDT) on May 10, 2021 , or, if the Meeting is adjourned or postponed, at least 48 hours, exclusive of Saturdays, Sundays and holidays, before the adjourned or postponed Meeting is reconvened.

Dated at Regina, Saskatchewan on the 8th day of April, 2021.

By order of the Board of Directors,

Kathy E. Hillman-Weir, Q.C. Executive Vice-President, Chief Corporate Officer, General Counsel and Corporate Secretary

COVID-19 Notice

We are actively monitoring the COVID-19 situation and are sensitive to the public health and travel concerns our shareholders, directors, employees, communities and other stakeholders may have as well as the protocols public health authorities may recommend.

We encourage you to vote your shares prior to the Meeting. Please read the “How to Vote” section in the accompanying management information circular or the instructions on the proxy or voting instruction form.

Anyone who regards their physical attendance at the Meeting as essential is asked to contact ISC at [email protected] so that appropriate measures can be put in place to facilitate physical distancing and other precautions to ensure the health and safety of all attendees. ISC will follow the guidance and orders of provincial and federal public health authorities in that regard, including those restricting the size of public gatherings.

We remind shareholders that an audio webcast of the Meeting and conference call will be available at company.isc.ca/investor-relations/ events and shareholders will have an

opportunity through the conference call to ask questions at the end of the Meeting. The audio file with a replay of the webcast will be available about 24 hours after the Meeting on ISC’s website at the link above.

In the event it is not possible or advisable to hold the Meeting in person, we will announce alternative arrangements for the Meeting via news release as promptly as practicable, which may include changing the date, time or location of the Meeting.

We will post any updates on our website ( company.isc.ca/investor-relations ).

4 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

Management Information Circular

You have received this management information circular (“Circular”) because you owned Class A Limited Voting Shares (“Class A Shares”) of Information Services Corporation at the close of business on April 8, 2021 (“Record Date”).

As a shareholder, you have the right to attend our annual meeting (“Meeting”) of shareholders on May 12, 2021, and to vote your Class A Shares. In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of our shareholders, employees and other stakeholders, ISC is encouraging shareholders and others not to attend the Meeting in person again this year. You can vote prior to the Meeting by following the instructions in the “How to Vote” section starting on page 7 in this Circular or the instructions on the proxy or voting instruction form and listen to the Meeting as set out in the “Audio Webcast and Conference Call” section on page 6 in this Circular.

In this Circular, “you” and “your” mean holders of Class A Shares. “We”, “us”, “our”, “Company” and “ISC” mean Information Services Corporation. All dollar amounts are in Canadian dollars (“$” or “CAD$”) unless otherwise stated.

This Circular and a form of proxy or voting instruction form will be mailed to shareholders. Unless we state otherwise, information in this Circular is as of April 8, 2021.

ABOUT THIS CIRCULAR

This Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of ISC for use at the Meeting and any adjournment or postponement of the Meeting.

This Circular explains what the Meeting will cover, the voting process and other important information you need to know, such as:

three members of our Board of Directors (“Board” or “Board of Directors”) have been appointed by the Lieutenant Governor in Council of the Province of Saskatchewan pursuant to The Information Services Corporation Act (Saskatchewan) (“ISC Act”);
the additional eight nominees for election to our Board of Directors will be elected by the holders of Class A Shares;
the current auditor is proposed for appointment;
our governance practices; and
2020 compensation for our directors and executive officers.

The Board of Directors and management of the Company are soliciting proxies primarily by mail. ISC may also contact you personally or by telephone to encourage you to vote. The cost of this solicitation will be borne by ISC.

About the Meeting

WHAT WILL THE MEETING COVER?

There will be three items of business:

(i) Financial Statements

At the Meeting, you will receive our consolidated financial statements for the year ended December 31, 2020, and the auditor’s report on those financial statements. You can download a copy of our 2020 Annual Report that includes our 2020 consolidated financial statements and management’s discussion and analysis, which was mailed to those registered and beneficial shareholders who have requested it, from our website at www.company.isc.ca or from the Company’s profile on SEDAR at www.sedar.com .

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 5

(ii) Directors

Subject to the Board appointment right of the Province of Saskatchewan, pursuant to which three directors have been appointed to the Board to hold office commencing upon the conclusion of the 2021 annual meeting of shareholders for the ensuing year, you will elect the remaining eight directors to our Board of Directors for a term of one year. You can read about the nominated and appointed directors, including their background, experience and the committees of the Board (“Board Committees” or any one, a “Committee”) on which they currently sit, starting on page 12.

(iii) Auditor

You will vote on appointing the auditor. Representatives of Deloitte LLP (“Deloitte”) will participate in the Meeting to answer any questions. You can read about the services Deloitte provided in 2020 and the fees paid to them starting on page 24.

As of the date of this Circular, the Board and management are not aware of any other items of business to be brought before the Meeting.

WE NEED A QUORUM

We need a quorum to hold the Meeting and transact business. This means the person(s) attending the Meeting must hold or represent by proxy at least ten per cent of the total number of issued and outstanding Class A Shares.

AUDIO WEBCAST AND CONFERENCE CALL

An audio webcast of the Meeting and conference call will be available at company.isc.ca/investor-relations/events and shareholders will have an opportunity through the conference call to ask questions at the end of the Meeting. The audio file with a replay of the webcast will be available about 24 hours after the Meeting on ISC’s website at the link above.

SHAREHOLDER PARTICIPATION

Shareholders have the right to attend the Meeting and participate in person; however, in light of the current COVID-19 pandemic, shareholders are encouraged not to attend the Meeting in person again this year and instead to vote by proxy or voting instruction form and listen to the live audio webcast referred to above. Shareholders listening through the conference call will have the opportunity to ask questions at the end of the Meeting.

Who Can Vote

If you held Class A Shares at the close of business on April 8, 2021, you are entitled to receive notice of and attend the Meeting or any adjournment or postponement of the Meeting and to vote your Class A Shares. Each Class A Share you hold represents one vote.

A person who acquires Class A Shares after April 8, 2021, will be entitled to attend and vote the acquired Class A Shares at the Meeting provided that the transferee: (a) produces properly endorsed share certificates or otherwise establishes that the transferee owns the shares, and (b) demands, at least ten days before the Meeting, that his or her name be included in the list of shareholders.

The Company’s authorized share capital consists of an unlimited number of Class A Shares, one Class B Golden Share (“Golden Share”) and an unlimited number of Preferred Shares, issuable in series (“Preferred Shares”). There are 17,500,000 Class A Shares, one Golden Share and no Preferred Shares issued and outstanding. Only holders of Class A Shares and duly appointed proxy holders are entitled to vote. See “How to Vote” starting below for information on how to vote your shares.

6 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

How to Vote

DETERMINING WHETHER YOU ARE A REGISTERED SHAREHOLDER OR A NON-REGISTERED (BENEFICIAL) SHAREHOLDER

You are a registered shareholder if your shares are held in your name and you have a share certificate, or you hold your shares through the Direct Registration System. If you are a registered shareholder you will receive a form of proxy directly from ISC.

You are a non-registered (or beneficial) shareholder if the shares that you own are registered in the name of an intermediary such as a bank, a trust company, a securities broker, a trustee or other nominee and not in your own name. If you are a beneficial shareholder you should receive a voting instruction form from the intermediary who holds the Class A Shares on your behalf.

If you are not sure whether you are a registered or a non-registered shareholder, please contact our transfer agent, AST Trust Company (Canada) (“AST”):

AST Trust Company (Canada) 1.800.387.0825 www.astfinancial.com [email protected]

REGISTERED SHAREHOLDERS

Unless the context requires otherwise, in the Notice of Meeting, this Circular and the form of proxy provided, all references to “shareholders” are to registered shareholders.

Registered shareholders may vote their shares as follows:

• IN PERSON:

Attend the Meeting and vote your shares in person. You do not need to complete and return the form of proxy. Your vote will be recorded and counted at the Meeting. Please register with a representative of AST upon arrival at the Meeting. Given the current circumstances, the Company encourages shareholders not to attend the Meeting in person again this year.

• BY PROXY:

You may vote by proxy using one of the following methods:

(i) By Mail: Complete and sign the enclosed form of proxy and send it by mail or delivery in the enclosed envelope to AST Trust Company (Canada), Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1.
(ii) By Fax: Complete and sign the enclosed form of proxy and fax it to 1.866.781.3111 or 1.416.368.2502.
(iii) By Email: Complete, sign and scan the enclosed form of proxy and email it to [email protected].
(iv) Online: Go to the website www.ASTvotemyproxy.com and follow the instructions on the screen and on the enclosed proxy form. You will need your 13-digit control number noted on the form of proxy mailed to you.
(v) By Telephone: Call 1.888.489.5760 (toll-free in North America) from a touch-tone phone and follow the voice instructions. You will need your 13-digit control number noted on the form of proxy mailed to you. You will not be able to appoint an alternate proxy holder to attend and vote at the Meeting on your behalf by telephone.

PROXY VOTING BY REGISTERED SHAREHOLDERS

Proxy holders must vote your shares according to your instructions, including on any ballot that may be called at the Meeting. If there are changes to the items of business or new items properly come before the Meeting, a proxy holder can vote as he or she sees fit.

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 7

When you sign the proxy form, you authorize ISC appointees, Joel Teal (Board Chair), Jeff Stusek (President and Chief Executive Officer) or Kathy Hillman-Weir, Q.C. (Executive Vice-President, Chief Corporate Officer, General Counsel and Corporate Secretary) to act as your proxy holder to vote your Class A Shares in accordance with your instructions. If you return the proxy form and appoint one of the above-mentioned ISC proxy holders, and do not indicate how you want to vote your shares, they will vote as the Board of Directors recommends:

for electing the eight nominated directors described in this Circular; and
for appointing Deloitte LLP as the auditor.

You can appoint someone else to be your proxy holder . This person does not need to be a shareholder. To do so, strike out the three names that are printed on the proxy form and print the name of the person you want to act on your behalf in the space provided. Make sure the person you are appointing knows that you have appointed them as your proxy holder and that he or she needs to attend the Meeting. Your proxy holder will need to register with our transfer agent when they arrive at the Meeting.

Please note that, in order for your vote to be recorded, your proxy must be received by AST or the Corporate Secretary at least 48 hours, exclusive of Saturdays, Sundays and holidays, before the Meeting . If the Meeting is adjourned or postponed and you wish to change your proxy holder or appoint a new one, your proxy must be received by AST or the Corporate Secretary at least 48 hours, exclusive of Saturdays, Sundays and holidays, before the adjourned or postponed Meeting is reconvened.

NON-REGISTERED (OR BENEFICIAL) SHAREHOLDERS

There are two kinds of non-registered (or beneficial) shareholders: (i) those who do not object to the Company knowing who they are, referred to as non-objecting beneficial owners (“NOBOs”); and (ii) those who object to their names being made known to ISC, referred to as objecting beneficial owners (“OBOs”).

DISTRIBUTION OF MEETING MATERIALS TO NOBOs

ISC is utilizing provisions of National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer that permit us to deliver proxy-related materials directly to you as a NOBO. As a result, you can expect to receive a voting instruction form, unless you have waived your right to receive Meeting materials. You can vote using the voting instruction form as follows:

(i) By Mail: Complete and sign the enclosed voting instruction form and send it by mail or delivery in the enclosed envelope to AST Trust Company (Canada), Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1.
(ii) By Fax: Complete and sign the enclosed voting instruction form and fax it to 1.866.781.3111 or 1.416.368.2502.
(iii) By Email: Complete, sign and scan the enclosed voting instruction form and email it to [email protected].
(iv) Online: Go to the website www.ASTvotemyproxy.com and follow the instructions on the screen and on the enclosed voting instruction form. You will need your 13-digit control number noted on the voting instruction form mailed to you.
(v) By Telephone: Call 1.888.489.5760 (toll-free in North America) from a touch-tone phone and follow the voice instructions. You will need your 13-digit control number noted on the voting instruction form mailed to you. You will not be able to appoint an alternate proxy holder to attend and vote at the Meeting on your behalf by telephone.
(vi) In Person: As a non-registered (or beneficial) shareholder, you can only vote your Class A Shares in person at the Meeting if you have previously appointed yourself as the proxy holder for your shares. Given the current circumstances, the Company encourages shareholders not to attend the Meeting in person again this year. To attend in person, strike out the three names that are printed on the voting instruction form and print your name in the space provided on the form. Submit the completed form to AST as directed on the form. Alternatively, you may also appoint someone else as your proxy holder and direct the voting of your shares. Strike out the three names that are printed on the voting instruction form and print your proxy holder’s name in the space provided on the voting instruction form. Submit the completed form to AST as directed on the form. You or your proxy holder will need to register with our transfer agent on arrival at the Meeting.

8 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

This Circular and related material is being sent directly to you by ISC, or its agent, AST. Your name, address and information about your shares have been obtained according to applicable securities regulatory requirements from the intermediary that holds your Class A Shares on your behalf.

By choosing to send these materials to you directly, ISC (and not the intermediary) has assumed responsibility for: (i) delivering these materials to you; and (ii) completing your proper voting instructions.

Please return your voting instructions as specified in the request for voting instruction form enclosed with the mailing to you as a NOBO.

Please note that, in order for your vote to be recorded, your voting instructions, including your proxy holder appointment, must be received by AST or the Corporate Secretary at least 48 hours, exclusive of Saturdays, Sundays and holidays, before the Meeting . If the Meeting is adjourned or postponed and you wish to change your proxy holder or appoint a new one, your voting instructions, including your proxy holder appointment, must be received by AST or the Corporate Secretary at least 48 hours, exclusive of Saturdays, Sundays and holidays, before the adjourned or postponed Meeting is reconvened.

DISTRIBUTION OF MEETING MATERIALS TO OBOs

We do not have access to the names or shareholdings of our OBOs. Your intermediary is required to ask for your voting instructions before the Meeting. Please contact your intermediary if you did not receive a voting instruction form or a proxy form. We pay for your intermediary to deliver these materials and a voting instruction form to OBOs.

OBOs will receive Meeting materials from their intermediaries unless an OBO has waived the right to receive them. Generally, OBOs who have not waived the right to receive Meeting materials will be given a voting instruction form which must be completed and signed by the OBO in accordance with the directions on the voting instruction form or, more rarely, will be given a proxy already signed by the intermediary and restricted as to the number of shares beneficially owned by the OBO but which is otherwise not completed.

Should an OBO who receives either a proxy or a voting instruction form wish to attend and vote at the Meeting in person (or have another person attend and vote on their behalf), the OBO should strike out the names of the persons named in the proxy and insert the OBO’s (or such other person’s) name in the blank space provided or, in the case of a voting instruction form, follow the instructions on the form. By doing so, the OBO is instructing the intermediary to appoint them or their designate as proxy holder. As noted previously, the Company encourages shareholders not to attend the Meeting in person again this year.

The purpose of this procedure is to permit you, as an OBO, to direct the voting of your shares. If you are an OBO, you should carefully follow the instructions of the intermediaries and their service companies or AST, as the case may be.

DO YOU HOLD CLASS A SHARES AS BOTH A REGISTERED AND NON-REGISTERED (OR BENEFICIAL) SHAREHOLDER?

If some of your shares are registered in your name and some are held by your nominee, you will need to follow two sets of voting instructions. Please follow the instructions carefully. The voting process is different for registered and non-registered (or beneficial) shareholders.

CHANGING YOUR VOTE

Registered Shareholders

If you vote by proxy, you can revoke or change your voting instructions, but we must receive your instructions to change or revoke your vote in time, or you can vote in person instead. Your new voting instructions will revoke your earlier instructions. A shareholder who has given a proxy may revoke it, in any manner permitted by law, including by signing a proxy bearing a later date or a notice of revocation and, in either case, delivering it to the attention of the Corporate Secretary of the Company at its registered office at least 48 hours, exclusive of Saturdays, Sundays and holidays, before the Meeting or to the Chair of the Meeting on the day of the Meeting.

If you voted by fax, email, online or telephone, you can submit new voting instructions in a similar manner. Your new instructions will revoke your earlier instructions. If you voted by fax, email, online or telephone, you can also use a proxy form to submit new voting instructions, as long as they are received at least 48 hours, exclusive of Saturdays, Sundays and holidays, before the start of the Meeting.

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 9

You can also send us notice in writing (from you or a person authorized to sign on your behalf). We must receive it at least 48 hours, exclusive of Saturdays, Sundays and holidays, before the Meeting. Send your notice to the Corporate Secretary, Information Services Corporation, 300 – 10 Research Drive, Regina, Saskatchewan, S4S 7J7, or by fax: 1.306.787.9220. If your shares are owned by a corporation, your notice must be under a corporate seal or issued by an authorized officer of the corporation or its attorney.

Non-Objecting Beneficial Shareholders (NOBOs)

You can revoke or change your voting instructions using any of the methods identified for submitting your initial voting instructions, but we must receive your instructions to change or revoke your vote in time. Your new voting instructions will revoke your earlier instructions. Your new voting instructions must be received at least 48 hours, exclusive of Saturdays, Sundays and holidays, before the start of the Meeting.

Objecting Beneficial Shareholders (OBOs)

Contact your intermediary to find out how to change or revoke your vote and the timing requirements.

QUESTIONS?

Contact our transfer agent:

AST Trust Company (Canada) 1.800.387.0825 www.astfinancial.com [email protected]

COMMUNICATING WITH THE BOARD

You can write to our Board or to individual directors by contacting our Corporate Secretary, Kathy Hillman-Weir, Q.C., Executive Vice-President, Chief Corporate Officer, General Counsel and Corporate Secretary, as follows:

Information Services Corporation 300 – 10 Research Drive, Regina, Saskatchewan S4S 7J7 [email protected]

Our head office is also our principal executive and registered office.

Principal Owners of Class A Shares

As of April 8, 2021, there are 17,500,000 Class A Shares and one Class B Golden Share issued and outstanding. Both the Company’s Articles and the ISC Act impose restrictions on ownership of the Company’s shares. See our Annual Information Form available on our website at www.company.isc.ca or in our profile on SEDAR at www.sedar.com for further information.

As of April 8, 2021, the Board and management are not aware of any shareholder who directly or indirectly owns or exercises, or directs control over, more than 10.0 per cent of our Class A Shares, other than:

(a) Crown Investments Corporation of Saskatchewan (“CIC”), which holds 5,425,000 Class A Shares representing 31.0 per cent of the issued and outstanding Class A Shares;
(b) QV Investors Inc., which holds 2,313,716 Class A Shares representing 13.2 per cent of the issued and outstanding Class A Shares[1] ; and
(c) CI Investments Inc., which holds 1,939,970 Class A Shares representing approximately 11.0 per cent of the issued and outstanding Class A Shares[2] .

1 Based upon a Form 62-103F3 (Required Disclosure by an Eligible Institutional Investor) filed on SEDAR on February 2, 2021, the last publicly available information disclosing the share ownership in the Company by QV Investors Inc.

2 Based upon a Form 62-103F3 (Required Disclosure by an Eligible Institutional Investor) filed on SEDAR on November 10, 2020, the last publicly available information disclosing the share ownership in the Company by CI Investments Inc.

10 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

As noted below under “Appointment of Directors by the Province of Saskatchewan”, the Province of Saskatchewan has appointed three directors to the Board to hold office commencing upon the conclusion of the 2021 annual meeting of shareholders for the ensuing year and CIC will not be voting its Class A Shares with respect to the election of the remaining eight members to the Board at the Meeting.

Business of the Meeting

This Circular contains information relating to the following items of business to be considered at the Meeting:

CONSOLIDATED FINANCIAL STATEMENTS

ELECTING OUR DIRECTORS

Board Size

Our articles allow us to have up to 12 directors. The Board has set the Board size at 11 directors.

Appointment of Directors by the Province of Saskatchewan

Both the Company’s Articles and the ISC Act provide that, in lieu of voting the Class A Shares held by the Province of Saskatchewan through CIC on any resolution electing directors to the Board, the Lieutenant Governor in Council of the Province of Saskatchewan has the right to appoint that number of members to the Board equal to CIC’s pro rata share of the issued and outstanding Class A Shares (rounded to the nearest whole number), but always subject to a minimum of two directors. The members of the Board appointed by the Province of Saskatchewan to hold office commencing upon the conclusion of the 2021 annual meeting of shareholders will hold office until the conclusion of the 2022 annual meeting of shareholders.

CIC has advised that the Lieutenant Governor in Council of the Province of Saskatchewan has appointed Tom Christiansen, Doug Emsley and Joel Teal as members of the Board, to hold office commencing upon the conclusion of the 2021 annual meeting of shareholders, until conclusion of the 2022 annual meeting of shareholders of the Company. Profiles regarding the government appointees are set out below. The remaining eight directors will be elected by the holders of the Class A Shares (other than CIC) at the Meeting. Information regarding the election of directors by the holders of the Class A Shares is set out beginning on page 15.

Profiles for Government Appointed Directors

The following profiles provide information about the directors appointed by the Lieutenant Governor in Council of the Province of Saskatchewan, including their background, key skills, the period during which they have served as a director of the Company, the number of shares or other securities of the Company held by such directors (including Class A Shares and deferred share units), the Board Committees on which they currently sit and 2020 attendance for the Board and Board Committees, and any other current board memberships.

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 11

PROFILES FOR GOVERNMENT APPOINTED DIRECTORS

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Key Skills Mr. Christiansen brings his many years of Saskatchewan business
experience to the Board of ISC. He has been a director of ISC since
• Board experience
2009, has previously served as Board Chair of Information Services
• Public company Corporation of Saskatchewan and has been a member of several
leadership & Board committees.
compliance
Mr. Christiansen has owned and operated Décor Complete Ltd., a
• Managing/leading retail flooring business in Swift Current, for more than 30 years.
growth
Within his local community, Mr. Christiansen is a founding
Tom Christiansen • Business management member and current President of the Colts Football Alumni and
C.Dir. Booster Club and a founding member of the Swift Current Minor
• Human resources
Football Association.
Residence:
• Corporate governance
Swift Current, SK Mr. Christiansen was named as one of Saskatchewan’s ‘‘Men of
Influence’’ by SaskBusiness magazine in 2012.
Director Since: 2009
Occupation:
Business Owner Board and Committee 2020 Attendance Other Current Board Memberships
Membership # %
Independent
Board of Directors 15/15 100%
Compensation 5/5 100%
Committee
Overall Attendance 20/20 100%
S ecurities Held
Includes all Class A Shares and all deferred share units held as of April 8, 2021, without regard
to vesting, including deferred share units issued as dividend equivalents.
Class A Shares 0 Deferred Share Units 14,102
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12 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

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Key Skills Mr. Emsley’s wide array of business and professional experience
contributes to his role as Chair of the Compensation Committee as
• Board experience
well as his membership on the ISC Board. Mr. Emsley is the
• Senior executive/ President, Chief Executive Officer and Chairman of Input Capital
strategic leadership Corp., the world’s first agricultural streaming corporation. Input
• Public company Capital Corp. is a publicly traded company, which is listed on the
leadership & Toronto Venture Exchange (“TSX.V”).
compliance
He is also the President of Emsley & Associates (2002) Inc., (which
• Financial knowledge
operates an executive business centre in downtown Regina),
Doug Emsley
• Managing/leading Chairman and CEO of Security Resource Group Inc. (a cybersecurity
MBA
growth and physical security firm) and Sabre West Oil & Gas Ltd. (an oil and
Residence: • Business management gas company).
Regina, SK
• Human resources Mr. Emsley is also the Chief Executive Officer and Chairman of
Director Since: 2013 • Corporate governance Assiniboia Capital Corp., which previously managed
Saskatchewan’s largest farmland portfolio.
Occupation: • Risk management
Chairman & CEO, Mr. Emsley’s previous board experience includes directorship with
• Investment banking/
Input Capital Corp. mergers & acquisitions the Public Policy Forum, Saskatchewan Roughriders Football Club
and several years on the board of the Bank of Canada.
Independent • Legal
• Government relations &
service delivery
Board and Committee 2020 Attendance Other Current Board Memberships
Membership # %
Board of Directors 15/15 100% • Chairman and CEO, SRG Security Resource
Group Inc.
Compensation 5/5 100%
Committee Chair • Director, Greenfield Carbon Offsetters Inc.
Overall Attendance 20/20 100% • Director & Chair, Input Capital Corp.
S ecurities Held
Includes all Class A Shares and all deferred share units held as of April 8, 2021, without regard
to vesting, including deferred share units issued as dividend equivalents.
Class A Shares 2,950 Deferred Share Units 14,102
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ISC® MANAGEMENT INFORMATION CIRCULAR 2021 13

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Key Skills
After a successful career in the home building industry, Mr. Teal
brings both his business knowledge and extensive board
• Board experience
experience to his role as Chair of ISC’s Board of Directors. His
• Senior executive/ board experience spans across provincial Crown corporations,
strategic leadership
private companies, sports and sponsorship roles.
• Public company
He is retired from the position of President of Dundee
leadership &
Developments/Homes by Dundee, where he worked since 1996.
compliance
Prior to this, Mr. Teal was the President and CEO of Preston
Joel Teal • Financial knowledge Developments and served as a board member of the Canada
BComm Mortgage and Housing Corporation from 1985 to1991 and again
• Managing/leading
from 2005 to 2007.
Residence: growth
Saskatoon, SK • Business management In 2015, Mr. Teal was the recipient of the Saskatchewan Chamber
of Commerce Business Leader of the Year award. Mr. Teal has
Director Since: 2013 • Human resources been awarded the Saskatchewan Centennial Medal for
Occupation: • Corporate governance Volunteerism and the Canada Medal of Bravery. He was also
Corporate Director recognized as Canadian Home Builder Member of the Year by the
• Risk management
Canadian Home Builders Association and, in 2008, was named
Independent
• Investment banking/ one of Saskatchewan’s ‘‘Men of Influence’’ by SaskBusiness
mergers & acquisitions magazine. In 2009, he was a finalist for the Saskatchewan
Chamber of Commerce Business Leader of the Year Award.
• Legal
• Government relations
& service delivery
Board and Committee 2020 Attendance Other Current Board Memberships
Membership # %
Board of Directors 15/15 100% • Board member, Jayman Legacy Holdings Inc.
Overall Attendance 15/15 100%
S ecurities Held
Includes all Class A Shares and all deferred share units held as of April 8, 2021, without regard
to vesting, including deferred share units issued as dividend equivalents.
Class A Shares 3,000 Deferred Share Units 24,680
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14 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

ELECTION OF DIRECTORS BY THE HOLDERS OF CLASS A SHARES

The number of directors to be elected at the Meeting is eight. Each such director will hold office until the next annual meeting of shareholders or until the successor of such director is duly elected or appointed, unless such office is earlier vacated in accordance with our bylaws.

The nominees proposed for election as directors, who were recommended to the Board by the Governance and Nominating Committee, are listed under the heading “Director Nominees” below. Six of the nominees for election as directors at the Meeting are current directors of ISC standing for re-election. Mr. Roger Brandvold and Mr. Jim Roche are new nominees. Mr. Scott Musgrave, a current member of the Board of Directors, is not standing for re-election at the meeting.

You can vote for all of the nominees, vote for some and withhold your vote for others, or withhold your vote for all of the nominees. The Board recommends that you vote FOR each of the nominees. Unless you instruct otherwise, the ISC proxy holders will vote for electing each of the nominees .

All of the nominees are independent within the meaning of applicable securities laws. There is no family relationship between any of the nominees.

DIRECTOR NOMINEES

The following profiles provide information about the nominated directors, including their background, key skills, the period during which they have served as a director of the Company, the number of shares or other securities of the Company held by such directors (including Class A Shares and deferred share units), the Board Committees on which they currently sit and 2020 attendance for the Board and Board Committees, and any other current board memberships.

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Key Skills Mr. Brandvold recently retired from his role as Senior Vice-President and
Partner of Connor, Clark & Lunn, having held this position for the last
• Board experience
15 years. Prior to this position, Mr. Brandvold was Senior Vice-President
• Senior executive/ with Greystone Managed Investments from 1998 to 2004 and Vice-
strategic leadership President and National Sales Manager with CIBC Wealth Management in
• Financial knowledge Toronto, contributing to his 40-year career in the financial services
industry. He is a certified Chartered Investment Manager and Chartered
• Managing/leading
Financial Planner.
growth
• Business management Mr. Brandvold’s experience includes the startup of a mutual fund division
Roger Brandvold
Pro.Dir • Human resources for one of the big five Canadian Banks, as well as leading the private client
division of Greystone Managed Investments prior to being amalgamated
Residence: • Corporate governance into Connor, Clark & Lunn Financial Group. His financial expertise and
White City, SK • Risk management business acumen will be an asset to the ISC Board of Directors.
Director Since: n/a • Investment banking/ Mr. Brandvold attended the University of Saskatchewan and completed
mergers & acquisitions
the Executive Program at Queen’s School of Business. He also received
Occupation:
• Government relations & Pro.Dir certification through Johnson-Shoyama Graduate School of
Corporate Director
service delivery Public Policy.
Independent
His previous board experience includes Chair, Saskatchewan Roughriders
Football Club and a Governor of the CFL Board of Governors.
Board and Committee 2020 Attendance Other Current Board Memberships
Membership # %
Board of Directors n/a n/a • Chair, Board of Governors, University of Regina
Overall Attendance n/a n/a • Chair, Governance Committee, Conexus Arts Centre
S ecurities Held
Includes all Class A Shares and all deferred share units held as of April 8, 2021, without regard to
vesting, including deferred share units issued as dividend equivalents.
Photo credit UR Photography Class A Shares 0 Deferred Share Units 0
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ISC® MANAGEMENT INFORMATION CIRCULAR 2021 15

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Key Skills Ms. Brooks brings significant financial knowledge to the Audit
Committee and ISC’s Board. She is a corporate director, who has 20
• Board experience years of executive experience as an officer of several large Canadian
• Public company public companies. Prior to her retirement in 2014, she was Senior
leadership & Vice-President & Controller at BCE Inc. and Bell Canada. Over the
compliance
course of her career, Ms. Brooks was an active volunteer in the
• Financial knowledge standard-setting process, both domestically and internationally, as a
member of various committees and councils that either developed
• Managing/leading
growth accounting standards or provided oversight and advice to standard-
Karyn Brooks setting bodies. She also is a Trustee Emerita of Queen’s University,
• Business management
FCPA, FCA, where she sat on the Board of Trustees from 2007 to 2014.
• Human resources
BComm (Honours)
In 2009, Ms. Brooks was elected a Fellow of CPA Ontario and was
• Corporate governance
Residence: named one of the Women’s Executive Network – Canada’s Most
Calgary, AB • Risk management Powerful Women. She was named to the Canadian Board Diversity
Director Since: 2016 • Investment banking/ Council’s Diversity 50, a group of diverse board-ready candidates, in
mergers & acquisitions 2013. In 2014, she was the recipient of Financial Executives
Occupation: International (Canada) Distinguished Service Award.
• Information technology
Corporate Director
• International business
Independent
Board and Committee 2020 Attendance Other Current Board Memberships
Membership # %
Board of Directors 15/15 100% • Director, Audit Chair and Human Resources,
Safety and Governance member, Bird
Audit Committee 12/12 100%
Construction Inc.
Overall Attendance 27/27 100% • Trustee and Finance and Legal Chair, Calgary
Zoological Society and Calgary Zoological
Foundation
• Director and Audit Chair, Aspenleaf Energy
Limited
S ecurities Held
Includes all Class A Shares and all deferred share units held as of April 8, 2021, without regard
to vesting, including deferred share units issued as dividend equivalents.
Class A Shares 2,500 Deferred Share Units 9,917
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16 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

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Key Skills Mr. Guglielmin has a strong financial background, including roles in
treasury, investor relations, corporate development and strategic
• Board experience
planning, which supports his role as Chair of ISC’s Audit
• Senior executive/ Committee. He was the Senior Vice-President and Chief Financial
strategic leadership Officer of Ballard Power Systems Inc., a position he has held since
• Public company 2010. Mr. Guglielmin has retired from this position and will be
leadership & leaving Ballard later this year. Previously, Mr. Guglielmin served as
compliance Senior Vice-President and Chief Financial Officer of the public-
• Financial knowledge private partnership Canada Line Rapid Transit Inc., a rapid transit
Tony Guglielmin project connecting the Vancouver International Airport, the City of
• Managing/leading
MBA, BA(Econ), CFA Richmond and downtown Vancouver.
growth
Residence: • Business management Prior to joining Canada Line Rapid Transit Inc., Mr. Guglielmin held
Vancouver, BC senior management roles at Finning International Inc. in
• Corporate governance
Vancouver, was Corporate Treasurer of BC Hydro, and held various
Director Since: 2013
• Risk management
management positions with The Bank of Nova Scotia in Toronto.
Occupation: • Investment banking/
Mr. Guglielmin belongs to a number of professional organizations,
Corporate Director mergers & acquisitions
including Financial Executives International (Canada) and the
Independent • Legal Association of Investment Management and Research.
• Information technology
• International business
Board and Committee 2020 Attendance Other Current Board Memberships
Membership # %
Board of Directors 15/15 100% • Director, Westport Fuel Systems
Audit Committee Chair 12/12 100% • Director, Allera Health Products Inc.
Overall Attendance 27/27 100% • Director, 0763314 BC Ltd. — DBA GolfTEC
Canada
• Director, Little Flower Academy Foundation
S ecurities Held
Includes all Class A Shares and all deferred share units held as of April 8, 2021, without regard
to vesting, including deferred share units issued as dividend equivalents.
Class A Shares 10,000 Deferred Share Units 14,102
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ISC® MANAGEMENT INFORMATION CIRCULAR 2021 17

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Key Skills Mr. Pourian’s background in consulting, information management
and information technology spans over 30 years and includes
• Board experience significant experience in strategic planning, contract management,
• Senior executive/ program management, business transformation, change
strategic leadership management and organizational design.
• Public company Mr. Pourian has owned and operated Pourian Consulting Inc. since
leadership & 2008. He is the former President and CEO of Sierra Systems Inc. He
compliance has been involved in mergers and acquisitions, working closely
with boards of directors and investment advisors.
Iraj Pourian • Managing/leading
M.Sc. growth He has direct working experience in complex business
development and delivery of large complex capital investment
Residence: • Business management
initiatives. He provides executive leadership for complete
Vancouver, BC
• Human resources organizational and business transformation strategies with
Director Since: 2016 particular emphasis on value creation. His business advisory and
• Corporate governance
management consulting industry experience spans government,
Occupation:
• Risk management manufacturing, banking, service and retail industries.
Corporate Director
• Government relations Mr. Pourian has been an adjunct professor at the University of
Independent
& service delivery Victoria, teaching within the MBA program. He holds a Master of
Science degree, majoring in Management Information Systems,
• Information services
from Sheffield City University, UK.
industry
• Information technologyInformation technology
• International businessInternational business
Board and Committee 2020 Attendance Other Current Board Memberships
Membership # %
Board of Directors 15/15 100%
Governance and 10/10 100%
Nominating Committee
Overall Attendance 25/25 100%
S ecurities Held
Includes all Class A Shares and all deferred share units held as of April 8, 2021, without regard
to vesting, including deferred share units issued as dividend equivalents.
Class A Shares 0 Deferred Share Units 9,917
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18 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

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Key Skills Ms. Powers expands the range of financial competencies on the ISC
Board and Compensation Committee. She is a seasoned financial
• Board experience
executive with over 25 years of experience in the private sector as
• Senior executive/ well as with Saskatchewan Crown corporations. Ms. Powers is
strategic leadership currently the President and Chief Executive Officer of Canterra
Capital Corp., managing a diversified portfolio of farmland on
• Public company
behalf of the CPP Investment Board.
leadership &
compliance Previous positions include the Senior Portfolio Manager of
Assiniboia Capital Corp., Vice-President, Private Investments at
Laurie Powers • Financial knowledge Harvard Developments Inc., Chief Financial Officer at Victoria Park
CPA, CA, BComm, ICD.D
• Managing/leading Capital Inc., Chief Financial Officer at Investment Saskatchewan,
Residence: growth and Chief Financial Officer of Information Services Corporation of
Regina, SK Saskatchewan.
• Business management
Director Since: 2018 Ms. Powers holds a Bachelor of Commerce degree from the
• Human resources
University of Saskatchewan and has her CPA, CA designation. She
Occupation:
• Corporate governance has been awarded her ICD.D designation by the Institute of
President and CEO,
Corporate Directors.
Canterra Capital Corp. • Risk management
Independent • Investment banking/
mergers & acquisitions
• Government relations
& service delivery
• Information services
industry
Board and Committee 2020 Attendance Other Current Board Memberships
Membership # %
Board of Directors 15/15 100% • Director, Peace Hills Insurance
Compensation 5/5 100% • Director, Canterra GP Ltd.
Committee
• Director, AVAC Ltd.
Overall Attendance 20/20 100%
S ecurities Held
Includes all Class A Shares and all deferred share units held as of April 8, 2021, without regard
to vesting, including deferred share units issued as dividend equivalents.
Class A Shares 0 Deferred Share Units 6,321
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ISC® MANAGEMENT INFORMATION CIRCULAR 2021 19

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Key Skills Mr. Roche has extensive experience in managing companies,
specifically related to international business, to benefit ISC’s
• Board experience
Board of Directors. He is an experienced entrepreneur and
• Senior executive/ business executive with a strong track record of leading
strategic leadership innovative companies.
• Public company
Mr. Roche’s principal occupation is President and Chief Executive
leadership &
Officer of Stratford Group, a management consulting company he
compliance
founded in December 2008.
• Financial knowledge
Jim Roche Over his career Mr. Roche has sat on over 40 boards and
• Managing/leading
B.Sc. (Eng.) committees. He is currently a corporate director on the boards of
growth
Ballard Power Systems Inc. as well as several private companies and
Residence: • Business management
community organizations.
Ottawa, ON
• Human resources
In 2012, Mr. Roche became a recipient of the Queen Elizabeth II
Director Since: n/a
• Corporate governance Diamond Jubilee Medal, which honours significant contributions
Occupation: • Risk management and achievements by Canadians.
President and CEO,
• Investment banking/
Stratford Group mergers & acquisitions
Independent • Information technology
• International business
Board and Committee 2020 Attendance Other Current Board Memberships
Membership # %
Board of Directors n/a n/a • Board Chair, Ballard Power Systems Inc.
Overall Attendance n/a n/a • Board Chair, ThinkRF Corp.
• Board Chair, Elentra Corp.
• Board Chair, IRAP Advisory Board, National
Research Council Canada
• Board Member, PureFacts Financial Solutions
• Board Member and Audit Committee Chair,
Invest Ottawa
• Board Member, CHEO, CHEO Research Institute
and CHEO Foundation
S ecurities Held
Includes all Class A Shares and all deferred share units held as of April 8, 2021, without regard
to vesting, including deferred share units issued as dividend equivalents.
Class A Shares 0 Deferred Share Units 0
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20 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

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Key Skills Ms. Ross brings a broad range of functional experiences to the ISC
Board, with competencies in strategy and execution of key
• Board experience
mandates, innovation and technology, and risk management.
• Senior executive/
She is a corporate director, who previously retired as a senior
strategic leadership
executive from TD Bank Group. Throughout her tenure at TD, she
• Public company held a number of positions including, most recently, Senior
leadership & Vice-President of Personal Banking Operations at TD Canada Trust.
compliance Previously, she held the positions of Chief Information Officer (CIO),
and Senior Vice-President of Retail Transformation.
Heather D. Ross • Financial knowledge
BComm (Honours), ICD.D Prior to joining TD Bank Group, Ms. Ross ran Lenovo Canada Ltd.,
• Managing/leading
prior to which she held various senior roles with IBM Corporation.
Residence: growth
Toronto, ON
• Business management
Director Since: 2018
• Corporate governance
Occupation:
• Risk management
Corporate Director
• Investment banking/
Independent
mergers & acquisitions
• Information
technology
Board and Committee 2020 Attendance Other Current Board Memberships
Membership # %
Board of Directors 15/15 100% • Lead Independent Director, Chair Governance
& Nominating Committee, member
Governance and 10/10 100%
Compensation Committee (past Chair),
Nominating Committee
and member Audit Committee, Stelco
Overall Attendance 25/25 100% Holdings Inc.
• Chair, Conduct Review and Human Resources
Committee, and member Nomination and
Governance Committee, RSA Canada
S ecurities Held
Includes all Class A Shares and all deferred share units held as of April 8, 2021, without regard
to vesting, including deferred share units issued as dividend equivalents.
Class A Shares 0 Deferred Share Units 6,321
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ISC® MANAGEMENT INFORMATION CIRCULAR 2021 21

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Key Skills Mr. Tchorzewski brings his legal expertise to his role as Chair,
Governance and Nominating Committee and to the ISC Board.
• Board experience
He has practised law in Saskatchewan and internationally for
• Senior executive/ more than 25 years and is a partner in the Regina office of
strategic leadership McDougall Gauley LLP. Mr. Tchorzewski’s practice includes
working with local, national and international businesses in the
• Managing/leading
areas of corporate governance, real estate, secured lending and
growth
information technology.
• Business management
Mr. Tchorzewski has experience providing legal services to
Dion E. Tchorzewski
• Human resources Saskatchewan’s Crown corporations, including Saskatchewan
LL.B, BA, ICD.D
Gaming Corporation. Mr. Tchorzewski’s international experience
• Corporate governance
Residence: includes private practice with the firm ASAR, during which he
Regina, SK • Risk management advised local and international business clients operating in the
State of Kuwait.
Director Since: 2013 • Investment banking/
mergers & acquisitions Mr. Tchorzewski is a member of the Law Society of Saskatchewan
Occupation:
and the Canadian Bar Association. In 2017, Mr. Tchorzewski
Lawyer • Legal
successfully completed the Director Education Program
Independent • Government relations through the Rotman School of Management (University of
& service delivery Toronto), Edwards School of Business (University of Saskatchewan)
• Information services and Levene Graduate School of Business (University of Regina)
and was awarded his ICD.D designation by the Institute of
industry
Corporate Directors.
• International business
Board and Committee 2020 Attendance Other Current Board Memberships
Membership # %
Board of Directors 15/15 100% • Member of the National Committee,
Association of United Ukrainian Canadians
Governance and 10/10 100%
Nominating Committee
Chair
Overall Attendance 25/25 100%
S ecurities Held
Includes all Class A Shares and all deferred share units held as of April 8, 2021, without regard
to vesting, including deferred share units issued as dividend equivalents.
Class A Shares 2,305 Deferred Share Units 14,102
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OUR POLICY ON MAJORITY VOTING

If any of the nominees receives fewer than 50%+1 of the votes in favour of his or her election, he or she will tender their resignation. The Governance and Nominating Committee will make a recommendation to the Board to:

accept the resignation; or
ask the director to continue serving due to exceptional circumstances.

The director will not attend or participate in any Board or Board Committee deliberations on the matter. If the Board accepts the director’s resignation, the Board can appoint a new director to fill the vacancy. The Board is required to accept the resignation absent exceptional circumstances that would warrant the director to continue to serve on the Board. The Board must promptly disclose its final decision in a news release. If the Board declines to accept the resignation, it will include in the press release the full reasons for its decision.

22 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

CEASE-TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

Other than as set out below, none of the nominated or appointed directors:

(a) is, or has been within the last ten years, a director, chief executive officer or chief financial officer of any company that:
(i) was subject to an order that was issued while the nominated or appointed director was acting in the capacity as director, chief executive officer or chief financial officer; or
(ii) was subject to an order that was issued after the nominated or appointed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer;
(b) is, or has been within the last ten years, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver-manager or trustee appointed to hold its assets; or
(c) has, within the last ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver-manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

For the purposes of the paragraphs above, “order” means: (i) a cease-trade order; (ii) an order similar to a cease-trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days.

Mr. Roche was Chair of Aonix Advanced Materials Corp. (a private company) when a bankruptcy order was issued against it under the Bankruptcy and Insolvency Act (Canada) on October 13, 2017.

No nominated or appointed director has:

(a) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

CONFLICTS OF INTEREST

To the best of our knowledge, there are no known existing or potential conflicts of interest between us and any of the nominated or appointed directors, as a result of their outside business interests, except that certain of our directors serve as directors or officers of other companies, and, therefore, it is possible that a conflict may arise between their duties to us and their duties as a director or officer of such other companies.

INDEMNIFICATION AND INSURANCE

The Company has implemented a director and officer insurance program of $25 million in coverage. In addition, the Company has entered into indemnification agreements with each of its directors and officers and the officers of its subsidiary, ISC Saskatchewan Ltd. The indemnification agreements generally require that the Company indemnify and hold the indemnitees harmless to the greatest extent permitted by law for liabilities arising out of the indemnitees’ service to the Company or its subsidiaries as directors and officers, provided that the indemnitees acted honestly and in good faith and in a manner the indemnitees reasonably believed to be in or not opposed to the Company’s best interests and, with respect to criminal and administrative actions or proceedings that are enforced by monetary penalty, the indemnitees had no reasonable grounds to believe that his or her conduct was unlawful. The indemnification agreements also provide for the advancement of defence expenses to the indemnitees by the Company.

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 23

Appointing Our Auditor

You will be asked to vote on appointment of our auditor. You may vote for appointment of our auditor or withhold your vote. The Board, on a recommendation of the Audit Committee, proposes that Deloitte LLP be appointed as auditor and that you vote FOR the appointment of Deloitte LLP and authorize the directors to fix the auditor’s remuneration.

If Deloitte LLP is appointed, they will serve as our auditor until the end of the next annual meeting of shareholders. Deloitte LLP was first appointed as auditor of ISC on March 6, 2013, following the completion of an audit services tendering process.

Deloitte LLP is a participating audit firm with the Canadian Public Accountability Board, as required under the Canadian Securities Administrators’ National Instrument 52-108 — Auditor Oversight . Auditor independence is essential to the integrity of our financial statements and Deloitte LLP has confirmed its status as independent within the meaning of applicable Canadian securities laws.

EXTERNAL AUDITOR SERVICES – FEES

The table below describes the Deloitte LLP audit fees, audit-related fees, tax fees and other fees billed to ISC in 2020 and 2019:

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2020 2019
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	2020	2019

Audit fees Includes the audit of our annual consolidated fnancial statements as well as the stand-alone audit of our subsidiaries, audits of statutory flings, report on internal controls, reviews of quarterly reports and regulatory flings	$563,386	$518,003
Audit-related fees Includes consultation concerning fnancial accounting and reporting standards not classifed as audit, due diligence in connection with proposed or consummated transactions and assurance services to report on internal controls for third parties	$92,455	$48,666
Tax fees Includes tax planning and tax compliance matters, including the review of income tax returns and other tax flings	nil	nil
All other fees Includes other advisory services	$11,998	nil
Total fees	$667,839	$566,669

Corporate Governance and Board Committees

National Instrument 58-101 — Disclosure of Corporate Governance Practices requires the Company to disclose, on an annual basis, its approach to corporate governance with reference to the governance standards and guidelines set out in National Policy 58-201 — Corporate Governance Guidelines (NP 58-201) and National Instrument 52-110 — Audit Committees (NI 52-110). The Board and its Committees operate under charters that clearly define their roles and responsibilities. The Charter for the Board of Directors (“Board Charter”) and the charters of its Committees are reviewed regularly and updated accordingly by the Board, on the recommendation of the Governance and Nominating Committee.

BOARD OF DIRECTORS

ISC currently has ten directors. Karyn Brooks, Tony Guglielmin, Scott Musgrave, Iraj Pourian, Laurie Powers, Heather Ross and Dion Tchorzewski were elected by the shareholders at ISC’s 2020 annual meeting. Joel Teal, Tom Christiansen and Doug Emsley were appointed by the Province of Saskatchewan. See “Appointment of Directors by the Province of

24 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

Saskatchewan” on page 11. The Board has determined that each of these directors is independent within the meaning of NP 58-201.

Mr. Teal has been the Board Chair since 2013. The Board Chair is an independent director. The Board Chair’s general role is to: (i) provide independent, effective leadership to the Board so as to facilitate the functioning of the Board independently of management; and (ii) set the tone for the Board and its members in order to foster responsible decision making, appropriate oversight of management, and best practices in corporate governance.

BOARD MANDATE

The Board is responsible for the stewardship and oversight of the affairs, business and effective management of the Company. The Board discharges this responsibility directly and indirectly through the delegation of specific responsibilities to committees of the Board pursuant to the Board Charter. The Board Charter provides that the primary responsibilities of the Board include to: (i) approve the strategic plan of the Company and monitor management’s implementation and execution of the strategic plan; (ii) approve the recruitment and appointment of the President and Chief Executive Officer (“CEO”) and ensure that succession plans are in place for the CEO and other executive officers; (iii) oversee and monitor the Company’s risk management systems, internal controls and management information systems; and (iv) ensure appropriate corporate governance policies are in place and monitor compliance with those policies. The full text of the Board Charter is available on our website at www.company.isc.ca under “Corporate Governance”.

In camera sessions are scheduled for every Board and Committee meeting.

POSITION DESCRIPTIONS

The Board has written position descriptions for the Board Chair, the Chair of each of the Company’s Audit Committee (the “Audit Committee”), the Company’s Governance and Nominating Committee (the “Governance and Nominating Committee”) and the Company’s Compensation Committee (the “Compensation Committee”), and the CEO.

BOARD COMMITTEES

The Board has established the Audit Committee, the Governance and Nominating Committee and the Compensation Committee, which are further described below. The full text of the charter of each of these Committees can be found on our website at www.company.isc.ca under “Corporate Governance”. The Board and Committee Charters were most recently reviewed, revised and approved by the Board in December 2020. Revisions were primarily housekeeping in nature with attention to clarifying Committee responsibility to assist the Board with strategic risk oversight and monitoring.

Audit Committee

The Audit Committee is comprised of the following members: Tony Guglielmin (Chair), Karyn Brooks and Scott Musgrave. See “Electing our Directors” for a brief summary of the education and experience of each Audit Committee member that is relevant to his/her performance as a member of the Audit Committee.

Every member of the Audit Committee is independent and “financially literate” for the purposes of NI 52-110. For further information on the composition and governance of the Audit Committee, see the discussion under “Audit Committee Matters” in our Annual Information Form filed on the Company’s profile on SEDAR at www.sedar.com .

The specific responsibilities of the Audit Committee are set out in the charter for the Audit Committee, a copy of which is available on our website at www.company.isc.ca under “Corporate Governance” and is also attached as Appendix A to our Annual Information Form filed on the Company’s profile on SEDAR at www.sedar.com . The Audit Committee’s primary role is to assist the Board in fulfilling its oversight responsibilities regarding the Company’s financial performance, disclosure and accounting practices, internal and external audit processes, internal controls and the enterprise risk management process, as well as monitoring strategic risks in alignment with the Committee mandate.

The Audit Committee has direct responsibility regarding the Company’s quarterly financial performance and financial disclosure and for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services, including the resolution of disagreements between the external auditor and management. The external auditor reports directly to the Audit Committee. The Audit Committee is also

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 25

responsible for reviewing and approving the Company’s hiring policies regarding current and former partners and employees of the external auditor. In addition, the Audit Committee pre-approves all non-audit services undertaken by the external auditor and can delegate such authority to one or more Audit Committee members or adopt specific policies for engagement of non-audit services. The Audit Committee is responsible for overseeing the internal audit process.

The Audit Committee is responsible for establishing and monitoring satisfactory procedures for the receipt, retention and treatment of complaints and for the confidential, anonymous submission of employee concerns regarding questionable accounting or auditing matters.

The Audit Committee is accountable to the Board and will provide a report to the Board at each regularly scheduled Board meeting outlining the results of the Audit Committee’s activities and any reviews it has undertaken.

Governance and Nominating Committee

The Governance and Nominating Committee is comprised of the following members: Dion Tchorzewski (Chair), Iraj Pourian and Heather Ross. Every member of the Governance and Nominating Committee is independent. The specific responsibilities of the Governance and Nominating Committee are set out in its charter, a copy of which is available on our website at www.company.isc.ca under “Corporate Governance”.

The Governance and Nominating Committee’s primary role is to assist the Board in fulfilling its oversight responsibilities including: (i) developing and recommending corporate governance practices, principles, guidelines and related policies; (ii) identifying and recommending to the Board candidates for nomination for election or for appointment to the Board or Board Committees; (iii) establishing criteria for and annually implementing a process to regularly evaluate the Board, the Board Chair, each Board Committee, the Board Committee Chairs and individual directors; and (iv) advising the Board on matters relating to integrity, ethics and potential conflicts of interest, as well as monitoring strategic risks in alignment with the Committee mandate.

In consultation with the Board Chair, the Governance and Nominating Committee also develops an approach to Board succession planning and recommends a succession plan to the Board.

The Governance and Nominating Committee is accountable to the Board and will report annually to the Board the findings of any investigations of breaches of the Code of Conduct.

Compensation Committee

The Compensation Committee is comprised of the following members: Doug Emsley (Chair), Tom Christiansen and Laurie Powers. Every member of the Compensation Committee is independent. The specific responsibilities of the Compensation Committee are set out in its charter, a copy of which is available on our website at www.company.isc.ca under “Corporate Governance”.

The Compensation Committee is responsible to assist the Board in fulfilling its oversight responsibilities regarding: CEO appointment and performance; (ii) executive compensation philosophy, approach, framework and disclosure; (iii) incentive plans including equity and non-equity incentive plans; (iv) compensation of the CEO, other executive officers and directors; and (v) executive officer succession planning and training and development programs.

The Compensation Committee also monitors strategic risks in alignment with the Committee mandate.

Further information with respect to the Compensation Committee is set out under “Compensation Discussion and Analysis – Compensation Governance” starting on page 31.

ORIENTATION AND CONTINUING EDUCATION

The orientation and continuing education of the directors is the responsibility of the Governance and Nominating Committee. The Governance and Nominating Committee is responsible to: (i) ensure that appropriate orientation, training and continuing education opportunities are in place for the Board; (ii) review and consider modifications to the Board orientation and education policy; and (iii) approve continuing education for individual directors.

Our orientation program familiarizes new directors with the nature and operation of ISC’s business, the role of the Board, its Committees and individual directors. New directors are provided access to the Board manual with information related to ISC’s corporate and organizational structure, recent filings and financial information, governance documents and policies.

26 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

Introductions to the executive management team are provided through presentations and social gatherings. Site visits to select ISC operating facilities are arranged periodically. New Committee members are provided access to Committee mandate materials and recent Committee minutes.

Continuing education assists directors in maintaining the skills and knowledge necessary to continue to meet their obligations as directors of ISC. Ongoing education is provided by management through presentations to the Board and Committees as appropriate. Board members are encouraged to educate themselves by attending conferences, seminars or accreditation courses. ISC pays reasonable registration fees for directors to attend conferences, seminars or accreditation courses if the subject matter relates to the Board member’s role on the Board or its Committees or is relevant to ISC’s business.

ETHICAL BUSINESS CONDUCT

The Company has a written code of conduct (the “Code of Conduct”) that is applicable to the directors, officers and all employees of the Company. The Code of Conduct addresses expected business conduct, use of corporate information and property, expected work environment, conflict of interest and reporting violations. The Code of Conduct can be found on the Company’s website at www.company.isc.ca and in the Company’s profile on SEDAR at www.sedar.com .

The Board is responsible for approving the Code of Conduct and taking reasonable steps to monitor compliance with the Code of Conduct. The Governance and Nominating Committee is responsible for monitoring compliance with the Code of Conduct.

As part of the Company’s Code of Conduct, any person subject to the Code of Conduct is required to avoid or to fully disclose any circumstances that may be an actual, potential or perceived conflict of interest.

BOARD EVALUATION

The Governance and Nominating Committee is responsible for establishing criteria for and annually implementing a process to regularly evaluate the Board, the Board Chair, each Board Committee, the Board Committee Chairs and individual directors in order to assess the effectiveness of the Board as a whole, each Board Committee, the Board and Committee Chairs, and the contribution of individual directors.

Board evaluation is used to foster and facilitate professional development and improved performance, strengthening the effectiveness of the Board as a whole. This process is a key mechanism for Board renewal.

Board performance evaluations are conducted on a two-year cycle. Year 1: evaluation of the Board, Board Chair, Committees and Committee Chairs; and Year 2: evaluation of individual Board members.

Evaluations may be followed by one-on-one interviews between individual Board members and the Board Chair. The Governance and Nominating Committee is responsible to identify areas for improvement, make recommendations on action items and follow up on their progress.

NOMINATING DIRECTORS

In consultation with the Board and the CEO and, on an ongoing basis, the Governance and Nominating Committee is responsible for identifying individuals qualified to become new directors. Subject to the ISC Act and the appointment right of the Province of Saskatchewan (see “Appointment of Directors by the Province of Saskatchewan” on page 11), the Governance and Nominating Committee recommends to the Board for approval the proposed candidates for nomination to the Board having regard to: (i) the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess; (ii) the competencies and skills that the Board considers each existing director to possess; (iii) the competencies and skills that each new nominee will bring to the boardroom; (iv) the ability of each new nominee to devote sufficient time and resources to his or her duties as a Board member; and (v) gender diversity in composition of the Board.

The Governance and Nominating Committee uses a skills matrix, unique to ISC, to assess the composition of the Board and for recruiting new director candidates.

As part of the nomination process, the Governance and Nominating Committee maintains an evergreen list of potential candidates. Upon a vacancy or retirement in the elected members of the Board, the Governance and Nominating

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 27

Committee is responsible to develop a candidate profile, select a short list of potential candidates and arrange for meetings among these individuals, the Board Chair and the CEO.

DIRECTOR TERM LIMITS AND OTHER MECHANISMS FOR BOARD RENEWAL

Each director’s term expires at the end of the next annual meeting of shareholders or when a successor is elected or appointed to the Board. The Governance and Nominating Committee is responsible for assessing each director’s competencies and skills and reviewing the ideal attributes and skills for an effective Board. Regular evaluations are also conducted to assess the effectiveness of the Board, its Committees, leadership positions and individual directors. Each of these governance mechanisms contribute to overall Board renewal.

The Board prefers to approach Board renewal using the mechanisms described above rather than using the somewhat more arbitrary approach offered by director term limits. As a result, the Board has not adopted any director term limits. As the Governance and Nominating Committee continues to fulfil its mandate related to Board evaluation, assessment and nomination, Board renewal will regularly be considered in overall Board governance.

REPRESENTATION OF WOMEN ON THE BOARD AND IN EXECUTIVE OFFICER POSITIONS

In 2015, the Board adopted a written gender diversity policy for the identification and selection of women directors and executive officers. The objective of the gender diversity policy is to increase and maintain an appropriate level of gender diversity as turnover occurs in the normal course, taking into account the skills, background and experience desired at any particular time to complement that of other directors or executive officers.

Gender diversity is considered by the Board as one of the many factors in the identification and selection process. In assessing the quality of candidates for Board nomination or executive appointments, ISC will consider an appropriate level of representation of women on the Board and executive management team. Specific targets for the representation of women on the Board and in executive officer positions have not been adopted. Rather, the Board believes it is in the best interest of the Company to consider candidates firstly on merit using objective criteria, with due regard to the benefits of diversity and the needs of the organization.

ISC is committed to promote an environment and culture of inclusiveness and gender diversity, encouraging leadership opportunities for women.

To measure the effectiveness of the gender diversity policy, the Governance and Nominating Committee will review the number of women considered or brought forward for Board and executive positions, periodically reporting back to the Board.

Out of the current ten Board members, three are women, representing 30 per cent of the Board.

Out of the current nine members of the ISC executive management team, four are women, representing approximately 44 per cent of the executive management team.

Director Compensation

ISC’s director compensation philosophy is rooted in the objective of ensuring the ongoing ability to attract and retain qualified individuals to serve on the Board. Annual retainers are paid to compensate Board members for their contributions to ISC and for the time directors spend preparing for and carrying out their duties.

The Compensation Committee regularly reviews directors’ compensation after considering the advice of an independent compensation consultant, Korn Ferry (CA) Ltd. (“Korn Ferry”), taking into account such factors as the compensation provided by comparable companies, time commitment and the responsibilities required of directors. The comparator group used to establish competitive pay practices for directors’ compensation is recommended by Korn Ferry based, in part, on the comparator group used for executives. See “Compensation Discussion and Analysis — Comparator Group (Benchmark Companies)” starting on page 34 for more information.

28 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

2020 DIRECTOR COMPENSATION PROGRAM

The Board uses a flat fee annual retainer structure for director compensation, comprised of cash and deferred share units (“DSUs”) in near equal proportions. The flat fee annual retainer structure aligns with the ongoing responsibilities of the Board and is simpler to administer and disclose. Attendance at meetings is an important component of the role of a director; however, ISC’s Board provides continual oversight to the Company and a flat fee retainer structure better compensates for this responsibility. In all instances, director compensation is pro-rated to reflect status changes during the year, including retirement and appointments to new Board roles.

The 2020 director annual retainers are outlined in the following table:

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Additional
Total Base Cash
Position Cash Retainer Equity Retainer [ 1] Retainer Retainer [ 2]
Board Chair $60,000 $60,000 $120,000 Nil
Director $33,000 $33,000 $66,000 Nil
Audit Committee Chair $21,000
Compensation Committee Chair $15,000
Governance and Nominating Committee Chair $15,000
Audit Committee Member $12,000
Compensation Committee Member $8,500
Governance and Nominating Committee Member $8,500
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1 The equity component of director compensation is granted through DSUs. See “Deferred Share Unit Plan” below for more information.

2 Retainers for directors with committee responsibilities will comprise the Total Base Retainer set out in this table for a director plus any Additional Cash Retainer(s) set out in this table which reflect that director’s committee responsibilities.

DEFERRED SHARE UNIT PLAN

The equity component of director compensation is granted through DSUs in accordance with the ISC Deferred Share Unit Plan (the “DSU Plan”) approved by the Board on March 19, 2014.

The purpose of the DSU Plan is to assist the Company in attracting, retaining and motivating qualified individuals to serve as members of the Board and to promote a greater alignment of interests between directors and shareholders. DSUs are a bookkeeping entry, with each DSU having the same value as a Class A Share. The award of DSUs is at the discretion of the Board from time to time as recommended by the Compensation Committee and DSUs awarded shall be on such terms and conditions as the Board may prescribe. DSU awards vest immediately, unless an alternate vesting schedule is specified by the Board at the time of the award. Additional DSUs are credited to reflect dividends paid on Class A Shares. The DSU Plan permits DSUs to be issued to members of the Board or senior executives of ISC.

The DSUs must be retained until the director leaves the Board, at which time the director will be entitled to redeem the DSUs and receive a cash payment equal to the number of DSUs credited to the director’s account multiplied by the market price of the Class A Shares on the date(s) of redemption. Alternatively, the Company can elect to take all or part of the cash amount payable with respect to a redemption of DSUs and purchase Class A Shares in the market and deliver such shares in lieu of such cash amount. A director leaving the Board may elect up to three dates to redeem DSUs provided such election(s) is not earlier than 90 days and not later than December 15 of the calendar year following the calendar year in which such director left the Board.

TRAVEL FEES

In addition to the flat fee annual retainer, a director whose place of residence is located such that the director must travel between 100 kilometres to 1,000 kilometres round trip from his or her place of residence will receive a travel fee of $500 in recognition of time lost due to travel. A director whose place of residence is located such that the director must travel over

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 29

1,000 kilometres round trip from his or her place of residence will receive $1,000 in recognition of time lost due to travel. If Directors are required to travel from holiday or business locations for regular meetings, for the purposes of travel fees, it is assumed they have travelled from their principal residence.

REIMBURSEMENT OF EXPENSES

ISC reimburses directors for out-of-pocket expenses incurred while conducting the business of the Board or advancing the interests of ISC. Expenses must be reasonable and incurred in the fulfilment of their duties as a Board member.

2020 DIRECTOR COMPENSATION TABLE

The following table indicates the compensation earned by our current Board of Directors in 2020.

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Fees Earned [ 1]
Share-Based Total
Name Cash Retainer Travel Fees Compensation [ 2] Compensation
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Name	Fees Earned1	Fees Earned1	Share-Based Compensation2	Total Compensation
	Cash Retainer	Travel Fees

Karyn Brooks	$45,000	$528	$33,000	$78,528
Tom Christiansen	$41,499	$204	$33,000	$74,703
Doug Emsley	$48,000	$0	$33,000	$81,000
Tony Guglielmin	$54,000	$555	$33,000	$87,555
Scott Musgrave	$45,000	$0	$33,000	$78,000
Iraj Pourian	$41,499	$0	$33,000	$74,499
Laurie Powers	$41,499	$0	$33,000	$74,499
Heather Ross	$41,499	$681	$33,000	$75,180
Dion Tchorzewski	$48,000	$0	$33,000	$81,000
Joel Teal	$60,000	$2,187	$60,000	$122,187

1 Fees earned include annual retainers, additional retainers for Committee members and Committee Chairs, and travel fees paid to directors in 2020.

2 The equity component of director compensation is granted through DSUs, in accordance with the DSU Plan. Amounts presented in this table are equal to the grant date fair value, without regard to vesting and include DSUs awarded in 2020. DSUs granted as dividend equivalents on the underlying Class A Shares are not included. See below for further details on the award of DSUs in 2020.

On June 30, 2020, the Board issued an aggregate of 23,800 DSUs, comprised of: (i) 4,000 DSUs to the Board Chair; and (ii) 2,200 DSUs to each of the other nine directors (all at an award price based on the closing price of the Class A Shares on the Toronto Stock Exchange (“TSX”) on the trading day immediately prior to the issuance of the DSUs). These DSUs were for the approximate 12-month period between the 2020 and 2021 annual meetings of shareholders and vest 25 per cent every three months, being fully vested at the end of the one-year term.

OUTSTANDING SHARE-BASED AND OPTION-BASED AWARDS

The following table shows all share-based awards held by directors as of December 31, 2020. None of the current directors have been granted option-based awards. We have combined information from two mandatory tables: Incentive plan awards – value vested or earned during the year and Outstanding share-based and option-based awards , into the table below.

Directors received a portion of their retainer in cash and equity. The table below refers to the equity portion (DSUs):

Market or payout value of share-based awards that have not veste d are all of the directors’ DSUs that have not vested as of December 31, 2020, valued at $19.91, the closing price of the Class A Shares on the TSX on December 31, 2020.
Value vested during the year is the amount that directors received in DSUs in 2020, valued as of the applicable vesting dates. It includes all of the DSUs that were granted and vested in 2020, and DSUs granted as dividend equivalents in 2020 that have vested as of December 31, 2020. It also includes any DSUs or dividend equivalents that were awarded in 2019 but vested in 2020.

30 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

Market or payout value of vested share-based awards not paid or distributed are all of the directors’ DSUs which have vested as of December 31, 2020, (including DSUs granted as dividend equivalents) but they are not redeemable until the director leaves the Board. The DSUs were valued at $19.91, the closing price of the Class A Shares on the TSX on December 31, 2020.

Name	Share-Based Awards	Share-Based Awards	Share-Based Awards	Share-Based Awards
	Number of Shares or Unit Awards That Have Not Vested (#)1	Market or Payout Value of Share-Based Awards That Have Not Vested ($)1	Value Vested During the Year ($)	Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed ($)
Karyn Brooks	550	10,950.50	38,431.02	186,098.77
Tom Christiansen	550	10,950.50	38,431.02	269,431.08
Doug Emsley	550	10,950.50	38,431.02	269,431.08
Tony Guglielmin	550	10,950.50	38,431.02	269,431.08
Scott Musgrave	550	10,950.50	38,431.02	269,431.08
Iraj Pourian	550	10,950.50	38,431.02	186,098.77
Laurie Powers	550	10,950.50	38,431.02	114,502.41
Heather Ross	550	10,950.50	38,431.02	114,502.41
Dion Tchorzewski	550	10,950.50	38,431.02	269,431.08
Joel Teal	1,000	19,910.00	69,828.67	470,670.81

1 DSUs granted as dividend equivalents in 2020 that have not vested as of December 31, 2020, are included.

Compensation Discussion and Analysis

INTRODUCTION

The following discussion describes the significant elements of our 2020 Executive Compensation Program. ISC’s named executive officers (“NEOs”) (as defined in Form 51-102F6 – Statement of Executive Compensation ) for the 2020 financial year are:

Jeff Stusek , President and Chief Executive Officer;
Shawn B. Peters , CPA, CA, Executive Vice-President and Chief Financial Officer;
Loren Cisyk, Executive Vice-President, Technology Solutions;
Kathy Hillman-Weir, Q.C., Executive Vice-President, Chief Corporate Officer & General Counsel; and
Clare Colledge, President, ESC Corporate Services Ltd.

OVERVIEW

Our Board, based on recommendations made by ISC’s Compensation Committee, has made decisions regarding forms of compensation (including salaries, annual bonuses and any equity-based incentive compensation plans of the Company) for our Executive Officers and has approved corporate goals and objectives relevant to the compensation of the CEO. Our Board solicits input from our CEO and the Compensation Committee regarding the performance of the

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 31

Company’s other Executive Officers. The Board oversees our Executive Compensation Plan with the assistance of the Compensation Committee.

COMPENSATION GOVERNANCE

The Compensation Committee, which is composed entirely of independent directors, is responsible for: (i) recommending, for approval by the Board of Directors, any compensation philosophy, approach, framework and policy for the directors; (ii) annually recommending to the Board of Directors for approval the CEO’s total compensation based upon the Compensation Committee’s evaluation of the CEO’s performance and other factors that such Committee considers to be appropriate; and (iii) based on the recommendation of the CEO, approving any compensation matters for other executive officers, that do not align with the established compensation framework.

The specific responsibilities of the Compensation Committee are set out in the charter for the Compensation Committee, a copy of which is available on our website at www.company.isc.ca under “Corporate Governance”.

In addition to the responsibilities described above, the Compensation Committee is also responsible for: (i) recommending for approval by the Board of Directors the position description for the CEO; (ii) recommending for approval by the Board of Directors the recruitment, appointment and, if necessary, the replacement of the CEO and monitoring the appointment of the other Executive Officers; (iii) evaluating the performance of the CEO; (iv) recommending for approval by the Board of Directors equity and non-equity incentive compensation for the CEO and other Executive Officers, including any associated performance measures and levels of performance achievement; and (v) recommending to the Board of Directors for approval the succession plan for the CEO and the other Executive Officers.

The Compensation Committee met five times during 2020. The Chair of the Compensation Committee reports to the Board with respect to the matters that have come before the Compensation Committee.

The Compensation Committee has open access to information about the Company and to the Company’s officers and employees that is needed or desirable in connection with fulfilling its responsibilities. The Compensation Committee has the authority to retain, at the Company’s expense, independent compensation consultants or advisors to assist the Compensation Committee in fulfilling its responsibilities, including sole authority to retain and approve any such firm’s fees and other retention terms.

MEMBERS OF THE COMPENSATION COMMITTEE

The Compensation Committee is composed of three directors: Doug Emsley, Tom Christiansen and Laurie Powers, with Doug Emsley acting as the Chair of the Compensation Committee. In addition to each Compensation Committee member’s general business background, senior management experience and involvement with other companies (see “Electing Our Directors – Profiles for Government Appointed Directors” and “Electing Our Directors – Director Nominees”), the members of the Committee have relevant experience which enables effective decision making on compensation policies and practices.

Doug Emsley is the President, Chief Executive Officer and Chairman of Input Capital Corp., which is traded on the TSX.V.; President of Emsley & Associates (2002) Inc.; Chairman and CEO of Security Resource Group Inc., Sabre West Oil & Gas Ltd. and Assiniboia Capital Corp. Mr. Emsley was a director of the Bank of Canada. Mr. Emsley has extensive experience designing, establishing and implementing director and executive compensation structures, including equity compensation, and also has experience working with compensation consultants.
Tom Christiansen has 30 years of business experience as the owner and operator of Décor Complete Ltd., a retail flooring business. Mr. Christiansen is the former Chair of the Board of Directors of Information Services Corporation of Saskatchewan and has also served as Chair of ISC’s previous Human Resources Committee. Through these roles, Mr. Christiansen has been actively involved in the advancement of ISC’s compensation philosophy and framework since 2009. Mr. Christiansen has participated in education sessions on executive compensation, performance evaluation and succession planning, while successfully obtaining the Chartered Director designation (C.Dir.).
Laurie Powers is the President and Chief Executive Officer of Canterra Capital Corp. Ms. Powers is a designated Certified Professional Accountant (CPA, CA, BComm) and was awarded her ICD.D designation by the Institute of Corporate Directors (2009). Ms. Powers served as the Chair of the Human Resources Committee and the Chair of the CEO Succession

32 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

Committee of the Saskatchewan Roughrider Football Club, was a member of the Human Resources and Compensation Committee of the Board of Bioriginal Food & Science Corp., and was a member of the CEO Succession Committee of the Board of Peace Hills Insurance.

COMPENSATION RISK

While the Board of Directors and the Compensation Committee have not put any formal policies in place, they do consider the implications of the risks associated with the Company’s compensation policies and practices. The current structure of the Company’s executive compensation arrangements, including the Executive Compensation Program (including incentive arrangements) for 2020, has been inherently designed not to encourage Executive Officers to expose the Company to inappropriate or excessive risks. The elements of the Company’s executive compensation arrangements correlate to the long-term performance of the Company and are considered to be aligned with the Company’s business strategy and the creation of shareholder value.

SECURITIES TRADING POLICY

The Executive Officers and the directors are, under the terms of our Securities Trading and Insider Reporting Policy, not to buy, sell or enter into: (i) any short sale of securities of the Company unless he or she owns another convertible security that is exercised and converted into the security sold within ten days after the sale; or (ii) any puts, call options or other rights or obligations to buy or sell securities of the Company.

COMPENSATION CONSULTANTS

Korn Ferry has been retained directly by the Compensation Committee since September 2013 as the independent compensation consultant to assist the Committee with respect to executive and director compensation programs, with the following services:

advice and counsel on executive pay philosophy, principles, approach and framework;
advice on sustaining the executive pay program, including, but not limited to, performance metrics, pay vehicles, program funding, pay structure, target pay level, etc.;
advice on pay and award treatments for the Executive Officers;
review and advice on director compensation program;
review and analyze external compensation benchmarking data for executive and director compensation programs, including emerging practices and trends; and
advice on compensation governance and regulatory/compliance issues.

The Compensation Committee has authority to select, retain and terminate the compensation consultant. The aggregate fees charged by Korn Ferry in 2020 and 2019 were as follows:

Compensation Consultant	Year	Executive Compensation Fees for Services Provided to the Compensation Committee	All Other Fees
Korn Ferry	2020	$36,063	n/a
	2019	$93,877	$3,8851

1 Subscription to Korn Ferry’s Custom Market Report database.

DESIGN OF OUR 2020 COMPENSATION PROGRAM

Our compensation program is designed to retain, motivate and reward our Executive Officers for their performance and contribution to our success, through the short- and long-term horizon. We reward the achievement of corporate and individual performance objectives and have taken steps to further align the Executive Officers’ incentives with shareholder value creation. The Board seeks to set corporate performance goals that reach across all business areas. The primary pillars of our Executive Compensation Program philosophy include:

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 33

attract and motivate executives to effectively perform in a competitive environment;
reward executives for their exceptional contribution to achieving organizational and individual objectives;
set Company performance goals that reach across business units;
retain exceptional talent and promote long-term career progression through pay differentiation, providing a challenging work environment and fostering a collaborative environment;
recognize high performing executives through short-term and long-term incentive programs; and
align executive and shareholder expectations through the provision of performance-based incentive plans designed to promote shareholder value creation.

COMPARATOR GROUP (BENCHMARK COMPANIES)

Approach for Executive Pay Benchmarking

ISC is an information services firm that leverages technology for delivery. ISC provides core services within a regulated environment and other unregulated business streams. After a review of ISC’s business and executive talent markets, Korn Ferry has identified various key comparator characteristics for ISC’s compensation comparator group:

Industry: information technology emphasized, real estate related;
Geography: national executive talent market with a focus in Western Canada; and
Ownership: publicly traded.

In 2018, Korn Ferry conducted a review of pay comparator group and executive pay with the Compensation Committee, and the Board approved the following 23 companies listed on the TSX (or with parent organizations being public issuers) which met either the Industry or Geography or both criteria (since that time, a number of those companies have been acquired, changed their names or otherwise ceased to exist, as noted below):

PAY COMPARATOR GROUP

PAY COMPARATOR GROUP
Absolute Software	IBI Group
Boralex	Innergex Renewable Energy
The Calian Group	Melcor Developments
Canadian Western Bank	Northview Apartment REIT2
Computer Modelling Group	Potash Corp of Saskatchewan3
Descartes Systems Group	Pure Industrial REIT4
Empire Industries	Shore Gold5
Finning Canada	Solium Capital6
Fortis Alberta	TD Bank Group
Fortis BC	Teck Resources
Genesis Land Development	TMX Group
Great-West Life Assurance Company1

1 On January 1, 2020, The Great-West Life Assurance Company merged with London Life Insurance Company, The Canada Life Assurance Company and is now known as The Canada Life Assurance Company.
2 On November 2, 2020, Northview Canadian High Yield Residential Fund completed its acquisition of Northview Apartment REIT.
3 On January 1, 2018, Potash Corp of Saskatchewan merged with Agrium and is now known as Nutrien.
4 On May 24, 2018, Pure Industrial Real Estate Trust was delisted and was fully acquired by Blackstone Group Inc. and Cassie de Depot et Placement du Quebec.
5 On February 12, 2018, Shore Gold changed its name to Star Diamond Corporation.
6 On May 1, 2019, Solium Capital was acquired by Morgan Stanley and is now known as Shareworks by Morgan Stanley.

34 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

We recognize that the organization size of the above comparator companies varies substantially from ISC. To analyze the compensation levels fairly, ISC’s Executive Officers are benchmarked against jobs of similar scope and responsibility, evaluated using Korn Ferry’s proprietary methodology of job evaluation.

In light of the Company’s recent business expansions and changes to the pay comparator group, the Compensation Committee has commissioned Korn Ferry to conduct a review of ISC’s pay comparator group for the purpose of benchmarking executive compensation. Based on discussions with the Compensation Committee and management, Korn Ferry concluded that the principal selection criteria identified in 2016 and 2018 remain valid. To better reflect ISC’s business ecosystem and executive talent market, a lesser emphasis on resource organizations and more focus on financial and technology organizations may be warranted. More discussion of the updated comparator group will be provided in next year’s management information circular.

MARKET POSITIONING

Our market positioning strategy is to set the total compensation (base salary + short-term incentive + long-term incentive + pension value) to reflect the median of the relevant comparator group, where appropriate.

TARGET PAY MIX

Rewarding executives based on a combination of short- and long-term performance encourages short-term achievement of objectives and long-term value creation for shareholders. The long-term incentive (“LTI”) component of compensation was awarded in the form of stock options pursuant to the Company’s stock option plan (the “Stock Option Plan”) between 2014 and 2018. Subsequently, in 2019, the Board approved a long-term incentive share unit plan under which ISC introduced share appreciation rights and performance share units as part of its LTI component of compensation in order to align with our overall compensation philosophy. Since that time, the Board has awarded LTI in the form of share appreciation rights and performance share units under the LTI Plan. It is open to the Board to issue LTI either in the form of options under the Stock Option Plan or in the form share appreciation rights and performance share units under the LTI Plan. In the near term, the Board anticipates issuing LTI in the form of share appreciation rights and performance share units under the LTI Plan.

The 2020 target pay mix for the CEO is an approximate 43-57 split between fixed and variable at-risk compensation, with short-term incentive (“STI”) and LTI forming a 37-63 proportion of variable pay, respectively.

The 2020 target pay mix for the other Executive Officers is an approximate 60-40 split between fixed and variable at-risk compensation, with STI and LTI forming an equal proportion of variable pay, respectively.

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CEO Other Executives
LTI
STI
BASE SALARY
20%
36%
43%
60%
20%
21%
Represents an approximate split between the
compensation elements
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ISC® MANAGEMENT INFORMATION CIRCULAR 2021 35

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Our Executive Compensation Program was defined based on maintaining a meaningful degree of competitiveness, to compete for talent, and to enable and recognize performance at the organizational and individual levels.

To achieve these objectives, our Executive Compensation Program primarily combines three elements: base salary, a cash-based short-term incentive payment and long-term incentive awards in the form of share appreciation rights, performance share units and/or stock options. NEOs are also entitled to receive pension benefits in accordance with corporate policies.

The following sections describe each compensation element which, together, define the 2020 Executive Compensation Program.

Base Salary

A primary element of the Company’s compensation program is base salary. Our view is that a competitive base salary is a necessary element for attracting and retaining qualified executives. Base salaries are determined based on the scope of an individual’s responsibilities and prior experience, while taking into account compensation paid by other companies in our industry for similar positions and overall market demand for such executives. Base salaries for our NEOs are reviewed annually, and may be increased for merit reasons, based on the individual’s success in meeting or exceeding corporate and individual objectives, as supported by market competitiveness. In addition, base salaries for our NEOs may be adjusted as warranted throughout the year to reflect promotions or other changes in scope or breadth of a NEO’s role or responsibilities, as well as for market competitiveness.

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Annual Base Salary
Named Executive Officers at January 1, 2021
Jeff Stusek ,
$ 385,000
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Shawn B. Peters, CPA, CA, $ 283,815 Executive Vice-President and Chief Financial Officer, ISC Loren Cisyk , $ 251,327 Executive Vice-President, Technology Solutions, ISC Kathy Hillman-Weir, Q.C., $ 246,376 Executive Vice-President, Chief Corporate Officer & General Counsel Clare Colledge , $ 243,338 President, ESC Corporate Services Ltd.

2020 Short-Term Incentive Plan

Our Executive Compensation Program includes eligibility for a cash-based annual incentive plan. Executive Officers participated in the 2020 Short-Term Incentive Plan (“STI Plan”). The 2020 STI Plan was designed to tie individual performance to achievement of corporate objectives.

The STI Plan rewards Executive Officers based on their performance over the fiscal year and is evaluated based on two performance elements:

i. a corporate performance component that comprises quantitative Company-wide metrics; and
ii. an individual performance component that comprises qualitative metrics based on individual objectives aligned with ISC’s business strategy.

The STI award is set as a percentage of base salary, as applicable, for each Executive Officer. The Compensation Committee annually reviews the CEO’s performance and recommends to the Board for approval the CEO’s total compensation. The CEO annually reviews the other Executive Officers’ performance and provides a recommendation on total compensation to the Compensation Committee, which is then reported to the Board. The STI awards are paid annually in cash.

36 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

Target STI awards for 2020 were set at 50 per cent of base salary for the CEO and between 30 per cent and 35 per cent of base salary for other Executive Officers, varied based on their role and position in the organization. Target STI awards are reviewed and established annually by the Board on recommendation of the Compensation Committee.

STI award payouts are calculated based on predetermined quantitative and qualitative goals as follows:

Base Salary ×	Short-Term Incentive(as % of Base Salary)	Short-Term Incentive(as % of Base Salary)
	Corporate (Quantitative) Performance (60% weighting) +
	Corporate (Quantitative) Performance (60% weighting)	Individual (Qualitative) Performance (40% weighting)

Corporate Performance (Quantitative, 60 per cent Performance Weighting)

STI awards for the corporate performance component, which accounts for 60 per cent of the total STI award, can range from zero to a maximum of 150 per cent of the target STI award for each Executive Officer, based on performance achieved against the predetermined quantitative performance goals during the year. The table below summarizes the STI award calculation methodology for the corporate performance component.

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Corporate Threshold Target Maximum
Target
Position Performance Performance Performance Performance
STI Award
Component Goal Goal Goal
50%
CEO ➔ 60% × ×
of Salary 75% 100% 150%
Other of Target of Target of Target
30%-35%
Executive ➔ 60% × × STI Award STI Award STI Award
of Salary
Officers
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STI awards for each corporate performance measure are determined by linearly interpolating between the threshold performance goal and the stretch/maximum performance goal, based on the actual performance achieved for each quantitative measure. No STI is awarded for performance achieved below the threshold performance goal.

Corporate performance measures are approved and established annually at the beginning of the year by the Board on recommendation from the Compensation Committee, as outlined in the table below.

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2020 Corporate (Quantitative) Target Performance Goal
Performance Measures Weight (100% of Target Award)
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2020 Corporate (Quantitative) Performance Measures	Weight	Target Performance Goal (100% of Target Award)

EBITDA1	50.0%	$39.7M
Free Cash Flow2	25.0%	$30.6M
Earnings Per Share3	25.0%	$1.13
Total	100%

1 EBITDA is defined as earnings before interest, taxes, depreciation and amortization expense. Refer to section 2 “Consolidated Financial Analysis” of our management’s discussion and analysis for the fourth quarter and year ended December 31, 2020 for a reconciliation of EBITDA to net income, the nearest IFRS financial measure.

2 Free cash flow is used as a financial measure in our evaluation of liquidity and financial strength. Adjusting for the swings in non-cash working capital items due to seasonality or other timing issues and cash additions to property, plant and equipment and intangible assets, free cash flow assists in the long-term assessment of liquidity and financial strength. This measurement is useful as an indicator of our ability to service our debt, meet other payment obligations and make strategic investments. Refer to section 6.1 “Cash Flow” of our management’s discussion and analysis for the fourth quarter and year ended December 31, 2020, for a reconciliation of free cash flow.

3 The calculation of earnings per share is based on net income after tax and the weighted average number of shares outstanding during the period and is intended to serve as an indicator of our profitability.

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 37

Individual Performance (Qualitative, 40 per cent Performance Weighting)

In order to recognize and reward personal accomplishments, 40 per cent of each Executive Officer’s STI award is based on achieving qualitative performance goals, as measured using ISC’s strategic priorities, corporate goals and business results as guidelines.

STI awards for the individual performance component, which accounts for 40 per cent of the total STI award and can range from zero to a maximum of 150 per cent of the target STI award for each Executive Officer, based on individual achievement of qualitative goals. The table below summarizes the STI award calculation methodology for the qualitative performance component.

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Individual
Performance Target
Position Component STI Award Minimum Maximum
50%
CEO ➔ 40% × of Salary × 0% 150%
of Target of Target
Other Executive 30%-35%
➔ 40% × × STI Award STI Award
Officers of Salary
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For 2020, qualitative metrics for the Executive Officers were evaluated in accordance with ISC’s core goal to deliver value to shareholders through the consistent performance of its existing business and the execution of appropriate growth opportunities. ISC’s strategy is executed through effective operations, reasonable growth and acquisitions, with strategic priorities supporting the goals and success in these areas.

The accomplishment of individual qualitative metrics for the CEO is based upon the discretion of the Compensation Committee and the Board in relation to areas of achievement identified by the Compensation Committee and the Board on an annual basis. The accomplishment of individual qualitative metrics for the other Executive Officers is based upon the CEO assessment and reviewed by the Compensation Committee and the Board.

Board and Compensation Committee Discretion

The Board, on the recommendation of the Compensation Committee, has the discretion to award STIs absent the achievement of quantitative performance measures, if it deems appropriate, to ensure that payout outcomes match the actual performance outcomes over which management exercises control. Specifically, the Board and the Compensation Committee have the discretion to evaluate qualitative individual performance achievements independently of quantitative performance achieved during the year. For 2020, no discretionary adjustments were made.

38 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

2020 Short-Term Incentive Plan Awards

Executive Officers are eligible for annual cash incentive compensation based upon the attainment of pre-established corporate and individual performance goals. This is based on successful achievement of individual objectives aligned with the corporate strategy and are comprised of qualitative metrics. Consideration of the qualitative performance in addition to the corporate results provides total STI payout.

Overall corporate performance in 2020 was assessed at 141.91 per cent of target STI, which represents the weighted average of the performance achieved for each quantitative performance measure, to a maximum performance yielding 150 per cent of target. The corporate performance component accounts for 60 per cent of the total STI awarded for each Executive Officer.

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2020 Corporate (Quantitative) Target 2020 Year End 2020 STI (Corporate)
Performance Measures Performance Goal Corporate Results Payment % For Each Measure
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2020 Corporate (Quantitative) Performance Measures	Target Performance Goal	2020 Year End Corporate Results	2020 STI (Corporate) Payment % For Each Measure

EBITDA	$39.7M	$43.6M	75.00%
Free Cash Flow	$30.6M	$36.2M	37.50%
Earnings Per Share	$1.13	$1.19	29.41%
Overall Corporate Performance			141.91%

The individual performance component accounts for 40 per cent of each Executive Officer’s STI award and is assessed based on individual achievement of qualitative goals by each Executive Officer.

Based on corporate performance against targets and effective individual performance and leadership, the Board, on the recommendation of the Compensation Committee, approved an overall annual STI award of $279,406 for Jeff Stusek, President and CEO; $135,423 for Shawn B. Peters, Executive Vice-President and CFO; $115,418 for Loren Cisyk, Executive Vice-President, Technology Solutions; $113,715 for Kathy Hillman-Weir, Q.C., Executive Vice-President, Chief Corporate Officer & General Counsel; and $112,865 for Clare Colledge, President, ESC Corporate Services Ltd.

Long-Term Incentive

ISC’s Executive Compensation Program has been designed to align the interests of management and its shareholders, recognize and reward the impact of long-term strategic actions undertaken by management, ensure that management focuses on developing and implementing the continuing growth strategy of the Company and promote the retention of key management personnel.

ISC introduced long-term incentive plan awards in the form of stock options into the executive compensation framework in 2014. Subsequently, in 2019, the Board approved a long-term incentive share unit plan (the “LTI Plan”) consisting of share appreciation rights (“SARs”) and performance share units (“PSUs”) as part of its long-term incentive plan awards.

Under the Executive Compensation Program, Executive Officers may be awarded SARs, PSUs and/or stock options for the long-term incentive portion of their compensation. Both the SARs and PSUs entitle the participants to receive a cash payment at a future time, reflecting any increase in the market value of the Class A Shares (in the case of SARs) or reflecting the value of an equivalent number of Class A Shares provided in the case of PSUs that certain performance criteria have been met. Stock options entitle the participants to purchase a set number of Class A Shares at a specified price for a fixed period of time.

The number of LTI awards granted under the Executive Compensation Program is calculated based on each Executive Officer’s annual salary, target LTI percentage and SAR/PSU/stock option weightings and the average closing price of the Class A Shares on the TSX, for the five trading days prior to the grant date.

For 2020, the CEO’s LTI is awarded based on 85 per cent of his annual base salary and, for the other Executive Officers, LTI awards are based on 35 per cent of the annual base salary.

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 39

Share Appreciation Rights

SARs are granted with the objective of recognizing and rewarding Executive Officers for creating sustainable, long-term shareholder value, as well as retention.

A SAR is a right granted by the Company to a participant to receive a payment in cash equal to any price appreciation in the Class A Shares in excess of the SAR price at the grant date, during a specified period. The SAR price is the average closing price of the Class A Shares on the TSX, for the five trading days prior to the grant date.

Any employee of the Company or any subsidiary of the Company is eligible to receive a SAR grant under the terms of the LTI Plan. The Compensation Committee makes recommendations to the Board as to the grant of SARs.

The Board has determined that SARs will be valued using the Black-Scholes option valuation formula applied to the Class A Shares.

The Board in its sole discretion determines the relevant vesting provisions and such other conditions and limitations applicable to any grant of SARs. Unless otherwise specified by the Board on the grant date, and subject to the LTI Plan, 25 per cent of each SAR award will vest and become exercisable on the first, second, third and fourth anniversary dates of the grant and expire on the eighth anniversary of the grant date.

Performance Share Units

PSUs are granted with the objective of recognizing and rewarding Executive Officers for performance and retention, notably rewarding the impact of medium to long-term strategic actions undertaken by management creating sustainable shareholder value and return on investment.

A PSU is a notional unit equivalent to a Class A Share granted by the Company to the participant entitling such participant to receive the PSU payment value in cash, which is conditional on the attainment of specific predetermined PSU performance criteria.

The PSU payment value is calculated as the last daily closing price of the Company’s Class A Shares on the TSX at the PSU vesting date multiplied by the number of vested PSUs and as such number is adjusted in respect of any dividend equivalents and the applicable PSU performance payout multiplier.

The applicable PSU performance payout multiplier, which functions such that the participant may be entitled to receive more than or less than the original number of PSUs awarded, is dependent on the PSU performance criteria being achieved and is specified in each grant agreement.

The Board determines the appropriate PSU performance criteria, measurement criteria and applicable targets at the time of grant.

Any employee of the Company or any subsidiary of the Company is eligible to receive a PSU grant under the terms of the LTI Plan. The Compensation Committee makes recommendations to the Board as to the grant of PSUs.

The PSU performance period is set by the Board at the time of grant and is the time period in which any PSU performance criteria must be met as a condition to payment of the PSU payment value. Pursuant to the LTI Plan, the PSU performance period will be set out in the applicable grant agreement but will not exceed three fiscal years including the year in which the PSU award was made. PSUs granted in any particular year will vest at the end of the applicable PSU performance period.

Stock Options

Similar to SARs, stock options are granted with the objective of recognizing and rewarding Executive Officers for creating sustainable, long-term shareholder value.

Stock options entitle the participants to purchase a set number of Class A Shares at a specified price for a fixed period of time.

Full details of the Stock Option Plan are set out under the heading “Stock Option Plan” starting on page 47.

40 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

Other Long-Term Incentives

Stock options were granted annually between 2014 and 2018. Starting in 2019, SARs and PSUs were granted as part of the Executive Compensation Program. In 2020, no stock options were issued. Except as described above, ISC does not have any other types of LTI programs.

2020 Long-Term Incentive Plan Awards

On March 26, 2020, long-term incentives in the form of SARs and PSUs were issued to:

(i) Jeff Stusek, President and CEO, for 138,454 SARs and 11,935 PSUs, based on 85 per cent of his 2020 base salary;
(ii) Shawn B. Peters, Executive Vice-President and CFO, for 26,417 SARs and 4,623 PSUs, based on 35 per cent of his 2020 base salary;
(iii) Loren Cisyk, Executive Vice-President, Technology Solutions, for 23,847 SARs and 4,174 PSUs, based on 35 per cent of his 2020 base salary;
(iv) Kathy Hillman-Weir, Q.C., Executive Vice-President, Chief Corporate Officer & General Counsel for 23,153 SARs and 4,052 PSUs, based on 35 per cent of her 2020 base salary; and
(v) Clare Colledge, President, ESC Corporate Services Ltd. for 22,649 SARs and 3,964 PSUs, based on 35 per cent of her 2020 base salary.

All of the above SAR and PSU awards were issued at the discretion of the Board, in accordance with the Executive Compensation Program and the LTI valuation formulas based on each Executive Officer’s LTI target percentage, SAR/PSU weighting and price.

For each of the SAR and PSU awards, the price was $13.71, being the average closing price of the Class A Shares on the TSX for the five trading days prior to the grant date.

The 2020 SAR awards were granted using the Black-Scholes option valuation formula, will vest at a rate of 25 per cent on each of the first, second, third and fourth anniversary dates of the grant and expire on March 26, 2028.

The 2020 PSU awards have a performance period of January 1, 2020, to December 31, 2022, and a vesting date of December 31, 2022. The Company’s three-year average return on invested capital (“ROIC”) has been selected by the Board as the PSU performance criteria for the PSUs awarded in 2020. For this purpose, ROIC will be calculated as the net income before tax divided by total capital, and the total capital is the sum of shareholders’ equity plus short-term debt plus long-term debt plus any right-of-use lease liability in accordance with the International Financial Reporting Standards 16 — Leases and may, in certain instances, be adjusted for certain items as determined by the Board.

The Board is of the view that ROIC is the appropriate performance criteria as ROIC measures the Company’s efficiency at allocating the capital under its control and gives a sense of how well a company is using its money to generate returns.

In establishing the ROIC targets, the Board considered historic performance, capital structure and future earnings potential, as well as other economic and business factors. The Board believes that the ROIC targets effectively challenge the executive officers to pursue profitable investments.

With respect to the PSUs awarded in 2020, the PSU payout multiplier can range from 0 per cent to 150 per cent based on the level of achievement relative to the established ROIC targets.

The Company does not provide ROIC guidance and will not be disclosing the ROIC targets. Disclosure of the ROIC targets would reveal sensitive information, including information relating to forecasted earnings and capital structure extending beyond a fiscal year. As such, the Company is relying upon the seriously prejudicial exemption available under securities regulations and not disclosing these targets.

Other Benefits

Each Named Executive Officer is entitled to other benefits in accordance with plans available to the Company’s Named Executive Officers, including vacation, car allowance and insurance benefits.

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 41

Defined Contribution Pension Plan

The Company has a defined contribution pension plan (the “Pension Plan”) for all of our Named Executive Officers.

The plan for ISC’s Executive Officers is governed by the Public Employees Pension Board. The plan for Clare Colledge, President, ESC Corporate Services Ltd., is governed by Sun Life Financial which also oversees the administration of that plan. Contributions purchase units in one of several asset allocation funds. Upon retirement, a Named Executive Officer is eligible to convert his or her account balance to retirement income. Retirement income options include a transfer to purchase annuity, variable pension benefit, or prescribed registered retirement income fund, or a combination of any of the foregoing. The following table indicates the compensatory amounts paid by ISC in 2020, and the resulting accumulated value of the employer contributions to the Pension Plan for each NEO at the end of 2020:

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Accumulated Value at Accumulated Value at
Name January 1, 2020 ($) Compensatory ($) December 31, 2020
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Name	Accumulated Value at January 1, 2020 ($)	Compensatory ($)	Accumulated Value at December 31, 2020
Jef Stusek, President and Chief Executive Ofcer	$144,603	$25,102	$169,705¹
Shawn B. Peters,CPA, CA, Executive Vice-President and Chief Financial Ofcer	$139,323	$23,464	$162,787¹
Loren Cisyk, Executive Vice-President, TechnologySolutions	$50,437	$23,465	$73,902²
Kathy Hillman-Weir, Q.C., Executive Vice-President, Chief Corporate Ofcer & General Counsel	$138,676	$23,464	$162,140¹
Clare Colledge, President, ESC Corporate Services Ltd.	$49,764	$23,465	$73,229

1 Represents aggregate ISC contributions since July 9, 2013.

2 Represents aggregate ISC contributions since October 10, 2017.

42 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

SUMMARY COMPENSATION TABLE

The table below shows the total compensation paid or awarded to each NEO in 2020, 2019 and 2018.

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Non-Equity Incentive
Plan Compensation
Share- Option- All Other Total
Based Based Annual Long-Term Pension Compen- Compen-
Name and Salary Awards Awards Incentive Incentive Value sation sation
Principal Position Year ($) ($) [ 1] ($) [ 2] Plan ($) Plan ($) ($) [ 3] ($) [ 4] ($)
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Name and Principal Position	Year	Salary ($)	Share- Based Awards ($)1	Option- Based Awards ($)2	Non-Equity Incentive Plan Compensation	Non-Equity Incentive Plan Compensation	Pension Value ($)3	All Other Compen- sation ($)4	Total Compen- sation ($)
					Annual Incentive Plan ($)	Long-Term Incentive Plan ($)

Jef Stusek President and Chief Executive Ofcer	2020	$385,000	$163,625	$163,625	$279,406	n/a	$25,102	n/a	$1,016,758
	2019	$384,193	$163,625	$163,625	$256,079	n/a	$24,560	n/a	$992,082
	2018	$350,000	n/a	$297,500	$204,985	n/a	$23,902	n/a	$876,387
Shawn B. Peters,CPA, CA Executive Vice-President and Chief Financial Ofcer	2020	$269,888	$63,385	$31,220	$135,423	n/a	$23,464	n/a	$523,380
	2019	$254,866	$59,798	$29,453	$122,297	n/a	$22,959	n/a	$489,373
	2018	$242,861	n/a	$82,688	$97,972	n/a	$22,343	n/a	$445,864
Loren Cisyk, Executive Vice-President, Technology Solutions	2020	$243,816	$57,220	$28,183	$115,418	n/a	$23,465	n/a	$468,102
	2019	$236,714	$55,553	$27,362	$102,009	n/a	$22,959	n/a	$444,597
	2018	$230,000	n/a	$98,5855	$91,073	n/a	$22,343	n/a	$442,001
Kathy Hillman-Weir, Q.C., Executive Vice-President, Chief Corporate Ofcer & General Counsel	2020	$236,714	$55,553	$27,362	$113,715	n/a	$23,464	n/a	$456,808
	2019	$230,000	$53,935	$26,565	$99,038	n/a	$22,959	n/a	$432,497
	2018	$219,616	n/a	$73,500	$87,113	n/a	$22,343	n/a	$402,572
Clare Colledge,6 President, ESC Corporate Services Ltd.	2020	$231,568	$54,345	$26,767	$112,865	n/a	$23,465	n/a	$449,010
	2019	$225,000	$61,4367	$30,2608	$96,885	n/a	$22,959	n/a	$436,540
	2018	$200,058	n/a	n/a	$63,000	n/a	$11,844	n/a	$274,902

1 Share-based awards represent the portion of total compensation that was granted in the form of PSUs for 2020 and have a performance period of January 1, 2020, to December 31, 2022, and a vesting date of December 31, 2022.

² Option-based awards represent the portion of total compensation that was granted in the form of SARs beginning in 2019 and stock options for 2018. Option-based awards are valued at the date of the grant using the Black-Scholes option pricing model which was chosen by ISC because it is one of the most common and widely accepted valuation methodologies. The value is determined by Korn Ferry each year. These values are meant to reflect the value to be awarded as compensation rather than the potential accounting expense. The assumptions used in the Black-Scholes option pricing model, for the purpose of calculating the intended compensation value of the March 26, 2020, grant, were: (i) a dividend yield of 4.76 per cent; (ii) a risk-free interest rate of 1.55 per cent; (iii) volatility of 19.30 per cent; (iv) a vesting condition of one-fourth on the first, second, third and fourth anniversary dates of the grant; and (v) an eight-year term.

³ The figures shown represent employer contributions pursuant to the Defined Contribution Pension Plan for the year ended December 31, 2020. See “Compensation Discussion and Analysis - Defined Contribution Pension Plan” for more details.

⁴ None of the NEOs are entitled to perquisites or other personal benefits that are not generally available to all salaried employees, which, in the aggregate, are worth over $50,000 or over ten per cent of their base salary.

5 Stock options granted to Mr. Cisyk in 2018 included long-term incentive plan compensation for both 2018 (46,637 stock options) and 2017 (10,477 stock options).

6 Ms. Colledge was first employed with ESC Corporate Services Ltd. on March 28, 2016. On November 1, 2018, Ms. Colledge was appointed to President, ESC Corporate Services Ltd. and met the definition of NEO for the 2019 financial year.
7 PSUs granted to Ms. Colledge in 2019 included long-term incentive plan compensation for both 2019 (3,275 PSUs) and 2018 (538 PSUs).
8 SARs granted to Ms. Colledge in 2019 included long-term incentive plan compensation for both 2019 (18,496 SARs) and 2018 (3,040 SARs).

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 43

INCENTIVE PLAN AWARDS

Outstanding Share-Based Awards and Option-Based Awards

The table below shows all option-based and share-based awards outstanding at December 31, 2020.

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Option-Based Awards [ 1] Share-Based Awards [ 2 ]
Market or
Market or Payout Value
Number of Number of Payout Value of Vested
Securities Value of Share or Units of Share-Based Share-Based
Underlying Option Unexercised of Shares That Awards That Awards Not
Named Executive Unexercised Exercise Option In-The-Money Have Not Have Not Paid Out or
Officers Year Options (#) Price [ 3] Expiration Date Options ($) [ 4] Vested Vested ($) Distributed ($)
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Named Executive Ofcers	Year	Option-Based Awards1	Option-Based Awards1	Option-Based Awards1	Option-Based Awards1	Share-Based Awards2	Share-Based Awards2	Share-Based Awards2
		Number of Securities Underlying Unexercised Options (#)	Option Exercise Price3	Option Expiration Date	Value of Unexercised In-The-Money Options ($)4	Number of Share or Units of Shares That Have Not Vested	Market or Payout Value of Share-Based Awards That Have Not Vested ($)	Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed ($)

Jef Stusek President and Chief Executive Ofcer	2020	138,454	$13.71	March 26, 2028	$1,361,556	11,935	$13.71	Nil
	2019	116,456	$16.11	November 18, 2027		10,157	$16.11	Nil
	2018	172,354	$17.85	May 16, 2026		n/a	n/a	n/a
	2017	179,551	$18.85	May 17, 2025		n/a	n/a	n/a
	2016	129,533	$17.40	August 15, 2024		n/a	n/a	n/a
	2015	111,848	$15.04	August 12, 2023		n/a	n/a	n/a
	2014	54,799	$18.80	May 13, 2022		n/a	n/a	n/a
Shawn B. Peters,CPA, CA Executive Vice-President and Chief Financial Ofcer	2020	26,417	$13.71	March 26, 2028	$775,834	4,623	$13.71	Nil
	2019	20,962	$16.11	November 18, 2027		3,712	$16.11	Nil
	2018	47,904	$17.85	May 16, 2026		n/a	n/a	n/a
	2017	49,915	$18.85	May 17, 2025		n/a	n/a	n/a
	2016	61,204	$17.40	August 15, 2024		n/a	n/a	n/a
	2015	105,395	$15.04	August 12, 2023		n/a	n/a	n/a
Loren Cisyk, Executive Vice-President, Technology Solutions	2020	23,847	$13.71	March 26, 2028	$77,330	4,174	$13.71	Nil
	2019	19,474	$16.11	November 18, 2027		3,448	$16.11	Nil
	2018	57,1145	$17.85	May 16, 2026		n/a	n/a	n/a
Kathy Hillman-Weir, Q.C.,Executive Vice-President, Chief Corporate Ofcer & General Counsel	2020	23,153	$13.71	March 26, 2028	$693,147	4,052	$13.71	Nil
	2019	18,907	$16.11	November 18, 2027		3,348	$16.11	Nil
	2018	42,582	$17.85	May 16, 2026		n/a	n/a	n/a
	2017	44,360	$18.85	May 17, 2025		n/a	n/a	n/a
	2016	54,404	$17.40	August 15, 2024		n/a	n/a	n/a
	2015	94,354	$15.04	August 12, 2023		n/a	n/a	n/a
Clare Colledge, President, ESC Corporate Services Ltd.	2020	22,649	$13.71	March 26, 2028	$20,459	3,964	$13.71	Nil
	2019	21,5366	$16.11	November 18, 2027		3,8137	$16.11	Nil

1 Option-based awards represent the portion of total compensation that was granted in the form of SARs beginning in 2019 and stock options for 2014 to 2018. Option-based awards vest in four approximately equal instalments beginning on the first anniversary of the grant date.

2 Share-based awards represent the portion of total compensation that was granted in the form of PSUs.

3 The SAR price is determined based upon the average closing price of the Class A Shares on the TSX for the five trading days prior to the grant date. The option exercise price is based upon the closing price of the Class A Shares on the TSX the day immediately preceding the grant of options.

4 The aggregate dollar amount of in-the-money value of outstanding but unexercised options as at December 31, 2020, is calculated by multiplying the difference between the closing price of the Class A Shares on market close at December 31, 2020, ($19.91) and the applicable option exercise price.

5 Stock options granted to Mr. Cisyk in 2018 included long-term incentive plan compensation for both 2018 (46,637 stock options) and 2017 (10,477 stock options).

6 PSUs granted to Ms. Colledge in 2019 included long-term incentive plan compensation for both 2019 (3,275 PSUs) and 2018 (538 PSUs).

7 SARs granted to Ms. Colledge in 2019 included long-term incentive plan compensation for both 2019 (18,496 SARs) and 2018 (3,040 SARs).

44 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

Value Vested or Earned During the Year

The table below shows the value vested or earned on all option-based and share-based awards and non-equity incentive plan compensation for each NEO during the year ended December 31, 2020.

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Option-Based Awards Share-Based Awards Non-Equity Incentive Plan
– Value Vested During – Value Vested During Compensation – Value
Named Executive Officers the Year ($) [ 1] the Year ($) [ 2] Earned During the Year ($) [ 3]
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Named Executive Ofcers	Option-Based Awards – Value Vested During the Year ($)1	Share-Based Awards – Value Vested During the Year ($)2	Non-Equity Incentive Plan Compensation – Value Earned During the Year ($)3

Jef Stusek, President and Chief Executive Ofcer	$328,259	nil	$279,406
Shawn B. Peters,CPA, CA Executive Vice-President and Chief Financial Ofcer	$96,218	nil	$135,423
Loren Cisyk, Executive Vice-President, TechnologySolutions	$47,915	nil	$115,418
Kathy Hillman-Weir, Q.C., Executive Vice-President, Chief Corporate Ofcer & General Counsel	$85,786	nil	$113,715
Clare Colledge, President, ESC Corporate Services Ltd.	$20,459	nil	$112,865

1 Option-based awards represent the portion of total compensation that was granted in the form of SARs since 2019 and stock options for 2016 to 2018. Option-based awards vest in four equal annual instalments beginning on the first anniversary of the grant date.

2 Share-based awards represent the portion of total compensation that was granted in the form of PSUs since 2019. No PSUs vested in 2020.

3 The value of non-equity incentive plan awards earned in the year represents the short-term incentive earned for 2020 performance.

SHARE PERFORMANCE AND EXECUTIVE COMPENSATION

The graph below shows our total shareholder return over the last five years ending December 31, 2020, assuming $100 was invested in Class A Shares on the first of the five-year period, and dividends were reinvested over the same period. It compares our total shareholder return during this time period to the S&P/TSX Composite Index.

The trading price of the Class A Shares on the TSX is subject to fluctuation based on a number of factors, many of which are outside the control of the Company. Since becoming a publicly traded company in 2013, ISC has evolved and transitioned to the current Executive Compensation Program. It is structured to limit the fixed cost component of compensation, while enhancing potential overall compensation through incentive-based plans tied to corporate performance. Long-term incentive compensation in the form of stock options was designed with the intention to reward executives for shareholder value creation while simultaneously supporting business goals such as return on investment and Company growth and development.

Total Shareholder Return

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(CAD$) ISC S&P/TSX Composite Index
220
202.81
200
180
161.95
160 152.92
149.18
141.35
140
138.76 141.77
131.81
120 124.32
116.47
100
Q4 2016 Q4 2017 Q4 2018 Q4 2019 Q4 2020
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ISC® MANAGEMENT INFORMATION CIRCULAR 2021 45

Employment Agreements, Termination and Change of Control Benefits

Except as described below, ISC has not entered into any contract, agreement, plan or arrangement that provides for payments to a NEO at, following, or in connection with, any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of ISC or a change in a NEO’s responsibilities.

PRESIDENT AND CHIEF EXECUTIVE OFFICER, JEFF STUSEK

The Company has an employment agreement with our CEO, Jeff Stusek, effective from January 1, 2014, that describes termination benefits. In the event of voluntary termination, termination for cause and involuntary termination, the following will apply:

(i) Voluntary Termination

In the event of voluntary termination, no severance is paid, and remuneration of Jeff Stusek will remain unchanged during the resignation period. In the event that Jeff Stusek elects to resign during the year, his entitlement to a bonus under the STI Plan will be determined at the date last actively worked and, if awarded, will be paid on a pro-rated basis to the date last actively worked. However, Jeff Stusek is required to provide ISC with three months’ notice prior to resigning. Under the terms of the Stock Option Plan, options will continue to vest and may be exercised by Jeff Stusek until the earlier of the expiry date of such options or 90 days from the date of termination. Under the terms of the LTI Plan: (a) all of his rights, title and interest in SARs and PSUs that are unvested on the date last actively worked will terminate; (b) each SAR that is vested on the date last actively worked may be exercised until the earlier of (i) the thirty (30) days following such termination date and (ii) the SAR expiration date, after which time all remaining vested SARs will expire; and (c) any PSU which had vested on the date last actively worked and had not yet been settled shall be terminated and forfeited.

(ii) Termination for Cause

If our CEO’s employment is terminated by the Company for just cause, no severance will be paid, and any outstanding base salary and benefits will be paid through to the date of termination only. Jeff Stusek’s entitlement to a bonus, if any, under the STI Plan will be determined as of the date last worked and, if awarded, will be paid on a pro-rated basis to the date last worked. Under the terms of the Stock Option Plan, all options held by Jeff Stusek that have not been exercised prior to the termination date shall lapse and become null and void immediately upon termination. Under the terms of the LTI Plan, any SARs and PSUs granted to him, whether vested or unvested on the termination date, shall terminate and be forfeited.

(iii) Involuntary Termination

In the event of involuntary termination of our CEO, the Company will provide eight months’ written notice, plus one additional month per each completed year of service calculated from January 1, 2014, (to a maximum of 18 months) or payment(s) in lieu of notice (or a combination thereof) as decided by the Company. Any payment of base salary made in lieu of such notice period shall include an additional 14 per cent thereof for the loss of other benefits and pension contributions. Jeff Stusek’s entitlement to a bonus, if any, under the STI Plan will be determined as of the date last worked and, if awarded, will be paid on a pro-rated basis to the date last worked. Under the terms of the Stock Option Plan, options will continue to vest and may be exercised by Jeff Stusek until the earlier of the expiry date of such options or 90 days from the date of termination. Under the terms of the LTI Plan: (a) he may exercise any SARs to the extent such SARs had vested on the date last actively worked no later than ninety (90) days after such termination date and any unvested SARs will immediately expire and terminate on the date last actively worked; and (b) a portion of unvested PSUs granted to the CEO will immediately vest on the date last actively worked and be settled pro-rated based on (i) service from the grant date, and (ii) the performance achieved up to the date last actively worked, as determined by the final and sole discretion of the Board in respect of PSUs.

46 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

The following table sets out the estimated incremental amount that would be payable to Jeff Stusek pursuant to his employment agreement in the event that he was terminated without cause on December 31, 2020.

Name and Principal Position	Termination Without Cause Severance ($)
Jef Stusek, President and Chief Executive Ofcer	$768,0751

1 Amount represents payment based on Jeff Stusek’s base salary, a 14 per cent allocation for pension and benefits and variable STI pay, if any, based on 2020 target amount at 50 per cent of base salary. The table assumes a December 31, 2020, termination.

CHANGE OF CONTROL

In the event of change of control of ISC while the LTI Plan is in place, and a participant’s employment is terminated without cause (or resigns for good reason in accordance with the LTI Plan), within a two-year period following a change of control of the Company:

all unvested SARs will vest; and
a portion of unvested PSUs granted will immediately vest on the termination date and be settled (pro-rated based on service from the grant date, and the performance achieved up to the termination date, as determined by the final and sole discretion of the Board).

Under the terms of the Stock Option Plan, if the employment of Jeff Stusek or any Executive Officer is terminated, other than for cause, at any time in the six months following a change of control of the Company (as defined in the Stock Option Plan), all options granted to the Optionee (as defined in the Stock Option Plan) shall immediately vest on the termination date. The options may be exercised until the earlier of the expiry date of the options, or 90 days from the termination date.

Securities Authorized for Issuance Under Equity Compensation Plans

The table below provides details about the securities authorized for issuance under our equity compensation plans as at December 31, 2020. There are currently no equity compensation plans not approved by shareholders

Plan Category	Plan Name	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by security holders	Stock Option Plan	1,548,247	$17.27	201,753

Stock Option Plan

The Stock Option Plan is intended to provide an incentive to Eligible Persons (as defined herein), encourage share ownership by them, align their interests with shareholders and to enhance the Company’s ability to attract, retain and motivate key personnel and reward significant performance achievements.

OPTIONS OUTSTANDING

As of December 31, 2020, there were 1,548,247 options outstanding under the Stock Option Plan, representing approximately 8.8 per cent of the outstanding Class A Shares, leaving 201,753 options that could be issued under the Stock Option Plan, representing approximately 1.2 per cent of the outstanding Class A Shares.

ISC® MANAGEMENT INFORMATION CIRCULAR 2020 47

BURN RATE

The table below shows the burn rate for 2020, 2019, and 2018, computed as the number of stock options granted in the year divided by the weighted average number of Class A Shares outstanding for each year:

	2020	2019	2018
Number of Stock Options Granted	n/a	n/a	471,647
Annual Burn Rate	n/a	n/a	2.7%

KEY TERMS

The following are the key terms and conditions of the Stock Option Plan. The summary set forth below is subject to and qualified in its entirety by the Stock Option Plan. Terms used but not defined herein have the meaning attributed to those terms in the Stock Option Plan.

Maximum Number of Class A Shares Issuable

The maximum number of Class A Shares issuable under the Stock Option Plan may not exceed ten per cent of the total number issued and outstanding Class A Shares. As a result, should the Company issue additional Class A Shares in the future, the number of Class A Shares issuable under the Stock Option Plan will increase accordingly.

Eligibility

Eligible recipients are any employee or director of the Company or any subsidiary of the Company (“Eligible Persons”).

Issuance Limits

The total number of Class A Shares issuable to any one person under the Stock Option Plan in any one year cannot exceed five per cent of the issued and outstanding Class A Shares on a non-diluted basis on the grant date of the options.

The number of Class A Shares issuable to insiders in aggregate, pursuant to the Stock Option Plan and any other securitybased compensation arrangement, cannot exceed ten per cent of the issued and outstanding Class A Shares. The number of Class A Shares issued to insiders within any one-year period cannot exceed ten per cent of the issued and outstanding Class A Shares at the end of such period.

In any calendar year, any Option grants, together with any grants of units, Class A Shares or options under other securitybased compensation arrangements to a non-employee director, shall not exceed, in aggregate, a grant date fair value (number of options, Class A Shares and units granted multiplied by the market value of a Class A Share on the date of the grant) of $150,000 or such lower limit as the Board may set from time to time, of which not more than $100,000 in value may be comprised of Options.

Exercise Price

The price at which the Class A Shares may be subscribed for pursuant to an option granted under the Stock Option Plan shall be the exercise price (the “Exercise Price”) set by the Board at the time of the grant, provided that such Exercise Price shall not be less than the “Market Value” at the time of the option grant. “Market Value” means: (i) the last daily closing price per share on the TSX on the trading day immediately preceding the date of the grant; or (ii) if there was no sale on the TSX on such date, the last sale prior thereto.

Vesting

Unless the Board determines otherwise, any option granted will vest and become exercisable by the Eligible Person who was granted the option (an “Optionee”) in four equal tranches on the first, second, third and fourth anniversary of the date of the grant. The Optionee may exercise any vested option at any time not later than: (i) the eighth anniversary of the date of the grant; or (ii) such earlier date fixed by the Board (the “Expiry Date”), and all unexercised options shall expire and terminate and be of no further force or effect whatsoever following such Expiry Date. However, if an option expires during a trading blackout period imposed by the Company, the option shall expire ten business days after the black-out period is lifted by the Company.

48 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

No Financial Assistance

None of the Optionees shall receive any loan or other financial assistance from the Company to facilitate the exercise of Options.

Treatment of Options on the Occurrence of Certain Events

The Plan includes provisions regarding the treatment of options on the occurrence of certain events such as the death, disability, retirement or termination of employment of an Optionee.

Assignability

The Optionee’s rights with respect to an option granted under the Stock Option Plan are personal to the Optionee and may not be sold, transferred, assigned or disposed of in any way, other than, in the event of the death of an Optionee, to the Optionee’s executor, administrator or other personal representative by will or by the laws of devolution.

Termination

The Board may, subject to any required regulatory approval, suspend or terminate the Stock Option Plan in whole or in part. No action taken by the Board to terminate the Stock Option Plan shall affect any Options granted thereunder.

Amendment

The Board may, at any time and from time to time, amend the Stock Option Plan, provided that no such amendment may be made: (i) without obtaining any required approval of the TSX and any other applicable regulatory approval; or (ii) that, without the consent of the Optionee, materially decrease the rights or benefits accruing to such Optionee or materially increase the obligations of such Optionee. Without limiting the generality of the foregoing, the Board may, without the approval of Class A shareholders, make amendments to the Stock Option Plan for any of the following purposes:

(a) amendments of a “housekeeping” nature, including, but not limited to, of a clerical, grammatical or typographical nature;
(b) to correct any defect, supply any information or reconcile any inconsistency in the Stock Option Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Stock Option Plan;
(c) a change to the vesting provisions of any option or the Stock Option Plan;
(d) amendments to reflect any changes in requirements of the TSX or any other applicable regulatory authority to which the Company is subject;
(e) a change to the termination provisions of an option which does not result in an extension beyond the Option Period;
(f) in the case of an option, an increase in the Exercise Price;
(g) in the case of any option, such amendments or revisions contemplated as a result of a share subdivision, consolidation, amalgamation, business combination or similar transaction (the “Adjustment Provisions”);
(h) the addition of a cashless exercise feature, payable in cash or securities of the Company; and
(i) amendments respecting administration of the Stock Option Plan.

Notwithstanding any other term or condition of the Stock Option Plan, none of the following amendments may be made to the Stock Option Plan without first obtaining the approval of the Class A shareholders:

(a) any reduction in the Exercise Price of an outstanding option, other than pursuant to the Adjustment Provisions;
(b) an option may not be cancelled and reissued so as to in effect reduce the Exercise Price of an option, other than pursuant to the Adjustment Provisions;
(c) any extension to the Option Period, other than pursuant to the provisions of the Stock Option Plan;

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 49

(d) any amendment which cancels an option, the Exercise Price of which is greater than the Market Value of a Class A Share at the time of the cancellation, and replaces such option with a cash award or other entitlement;
(e) any amendment to remove or to exceed the insider participation limits prescribed in the Stock Option Plan;
(f) any amendment of the limitation on grants to a non-employee director;
(g) any change in the definition of “Eligible Person” or “Employee”;
(h) any increase in the maximum number of Class A Shares issuable upon the exercise of options granted under the Stock Option Plan, or under any other security-based compensation arrangement, from the current ten per cent of the issued and outstanding Class A Shares;
(i) any change relating to the non-assignability of options; or
(j) any amendment to the amending provisions set forth in the Stock Option Plan.

Additional Information

You can find important disclosure and governance documents on our website at www.company.isc.ca , including our annual audited and quarterly consolidated financial statements, management’s discussion and analysis (or MD&A), annual report, annual information form, news releases, code of conduct and this Circular.

Shareholders can request a free copy of this Circular, our annual information form and annual report from our Corporate Secretary, Kathy Hillman-Weir, Q.C., Executive Vice-President, Chief Corporate Officer, General Counsel and Corporate Secretary, at the following:

Information Services Corporation 300 – 10 Research Drive Regina, Saskatchewan S4S 7J7 [email protected]

The information required by Form 52-110F1 under NI 52-110 can be found under the heading “Audit Committee Matters” in our Annual Information Form.

You can also find these and other documents in the Company’s profile on SEDAR at www.sedar.com .

50 ISC® MANAGEMENT INFORMATION CIRCULAR 2021

ISC® MANAGEMENT INFORMATION CIRCULAR 2021 51

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Information Services Corporation 300 – 10 Research Drive Regina, Saskatchewan S4S 7J7 Canada Toll-free: 1.866.275.4721

AI assistant

Information Services Corporation — Proxy Solicitation & Information Statement 2021

47141_rns_2021-04-21_9cf74c8d-5a7c-4818-80c0-62c7724d7d81.pdf

April 8, 2021

Dear Shareholder:

Notice of Annual Meeting

COVID-19 Notice

Management Information Circular

ABOUT THIS CIRCULAR

About the Meeting

WHAT WILL THE MEETING COVER?

(i) Financial Statements

(ii) Directors

(iii) Auditor

WE NEED A QUORUM

AUDIO WEBCAST AND CONFERENCE CALL

SHAREHOLDER PARTICIPATION

Who Can Vote

How to Vote

DETERMINING WHETHER YOU ARE A REGISTERED SHAREHOLDER OR A NON-REGISTERED (BENEFICIAL) SHAREHOLDER

REGISTERED SHAREHOLDERS

• IN PERSON:

• BY PROXY:

PROXY VOTING BY REGISTERED SHAREHOLDERS

NON-REGISTERED (OR BENEFICIAL) SHAREHOLDERS

DISTRIBUTION OF MEETING MATERIALS TO NOBOs

DISTRIBUTION OF MEETING MATERIALS TO OBOs

DO YOU HOLD CLASS A SHARES AS BOTH A REGISTERED AND NON-REGISTERED (OR BENEFICIAL) SHAREHOLDER?

CHANGING YOUR VOTE

Registered Shareholders

Non-Objecting Beneficial Shareholders (NOBOs)

Objecting Beneficial Shareholders (OBOs)

QUESTIONS?

COMMUNICATING WITH THE BOARD

Principal Owners of Class A Shares

Business of the Meeting

CONSOLIDATED FINANCIAL STATEMENTS

ELECTING OUR DIRECTORS

Board Size

Appointment of Directors by the Province of Saskatchewan

Profiles for Government Appointed Directors

PROFILES FOR GOVERNMENT APPOINTED DIRECTORS

ELECTION OF DIRECTORS BY THE HOLDERS OF CLASS A SHARES

DIRECTOR NOMINEES

OUR POLICY ON MAJORITY VOTING

CEASE-TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

CONFLICTS OF INTEREST

INDEMNIFICATION AND INSURANCE

Appointing Our Auditor

EXTERNAL AUDITOR SERVICES – FEES

Corporate Governance and Board Committees

BOARD OF DIRECTORS

BOARD MANDATE

POSITION DESCRIPTIONS

BOARD COMMITTEES

Audit Committee

Governance and Nominating Committee

Compensation Committee

ORIENTATION AND CONTINUING EDUCATION

ETHICAL BUSINESS CONDUCT

BOARD EVALUATION

NOMINATING DIRECTORS

DIRECTOR TERM LIMITS AND OTHER MECHANISMS FOR BOARD RENEWAL

REPRESENTATION OF WOMEN ON THE BOARD AND IN EXECUTIVE OFFICER POSITIONS

Director Compensation

2020 DIRECTOR COMPENSATION PROGRAM

DEFERRED SHARE UNIT PLAN

TRAVEL FEES

REIMBURSEMENT OF EXPENSES

2020 DIRECTOR COMPENSATION TABLE

OUTSTANDING SHARE-BASED AND OPTION-BASED AWARDS

Compensation Discussion and Analysis

INTRODUCTION

OVERVIEW

COMPENSATION GOVERNANCE

MEMBERS OF THE COMPENSATION COMMITTEE

COMPENSATION RISK

SECURITIES TRADING POLICY

COMPENSATION CONSULTANTS

DESIGN OF OUR 2020 COMPENSATION PROGRAM

Information Services Corporation Proxy Solicitation & Information Statement 2021