Melcor Developments Ltd.

Management Information Circular for the 2023 Annual General Meeting of Shareholders

March 16, 2023

All Shareholders are Invited to Our Annual General Meeting:

Your Vote is Important

Please follow the instructions starting on page 8 to vote your proxy.

Fairmont Hotel Macdonald Empire Ballroom 10065 100 Street NW | Edmonton, AB Wednesday, April 26, 2023 11:00 AM MT ONLINE: https://www.gowebcasting.com/12427

IN PERSON MAIL ONLINE

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Date of Information

All information contained in this information circular is as of March 16, 2023 unless otherwise stated.

Other Information

Additional information about Melcor Developments Ltd. (Melcor), including our annual information form and annual and quarterly reports, is available on SEDAR at www.sedar.com.

Forward-Looking Statements

In order to provide our investors with an understanding of our current results and future prospects, our public communications often include written or verbal forward-looking statements.

Forward-looking statements are disclosures regarding possible events, conditions, or results of operations that are based on assumptions about future economic conditions, courses of action and include future-oriented financial information.

This Management Information Circular (Circular) and other materials filed with the Canadian securities regulators contain statements that are forward-looking. These statements represent Melcor’s intentions, plans, expectations, and beliefs and are based on our experience and our assessment of historical and future trends, and the application of key assumptions relating to future events and circumstances. Futurelooking statements may involve, but are not limited to, comments with respect to our strategic initiatives for 2023 and beyond, future development plans and objectives, targets, expectations of the real estate, financing and economic environments, our financial condition or the results of or outlook of our operations.

By their nature, forward-looking statements require assumptions and involve risks and uncertainties related to the business and general economic environment, many beyond our control. There is significant risk that the predictions, forecasts, valuations, conclusions or projections we make will not prove to be accurate and that our actual results will be materially different from targets, expectations, estimates or intentions expressed in forward-looking statements. We caution readers of this document not to place undue reliance on forward-looking statements. Assumptions about the performance of the Canadian and US economies and how this performance will affect Melcor’s business are material factors we consider in determining our forward-looking statements. For additional information regarding material risks and assumptions, please see the discussion under “Business Environment & Risks” in our annual MD&A for the year ended December 31, 2022, which is incorporated by reference.

Readers should carefully consider these factors, as well as other uncertainties and potential events, and the inherent uncertainty of forwardlooking statements. Except as may be required by law, we do not undertake to update any forward-looking statement, whether written or oral, made by the company or on its behalf.

		Table of Contents
Date of Information	1	Compensation Discussion & Analysis	11	Equity Compensation Plans	18
Other Information	1	Skill & Experience of CGCC Members	11	Performance Graphs	20
Forward-Looking Statements	1	Executive Compensation Philosophy & Strategy	11	Report of the Corporate Governance & Compensation Committee	21
Invitation to Meeting	2	Compensation Consultants	11	Statement of Governance Practices	21
Notice of Meeting	3	Total Compensation Components	12	Additional Information	22
General Information	4	Compensation Decision-Making Process	13	Schedule A Statement of Governance Practices	23
Frequently Asked Questions	5	Relationship Between Company Performance & NEO Compensation	14	Appendix A Mandate of the Board of Directors	27
Business to be Conducted	7	Summary Compensation for Named Executive Officers	15	Appendix B Corporate Governance & Compensation Committee Charter	29
Voting Instructions	8	Fiscal 2021 Compensation Mix	15	Appendix C Investment Committee Mandate	31
Nominees for Election	9	Employment Contracts	15	Appendix D Position Descriptions	33
		Director Compensation	17	Appendix E Employment Equity & Diversity Policy	35

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

WE WELCOME YOU TO Our 54th Annual Meeting of Shareholders

Dear Fellow Shareholders,

On behalf of Melcor’s Board of Directors and our management team, I invite you to attend the 2023 Annual General Meeting of shareholders. We are pleased to once again invite you to join us for an in person meeting. The meeting will also be webcast for those who are unable to attend in person. Both the live and online audience will be able to ask questions following the meeting. We encourage you to vote in advance of the meeting or follow the instructions on page 10 to ensure your in person vote is counted.

WHERE: WHEN: IN PERSON April 26, 2023 Empire Ballroom 11:00 AM MT Fairmont Hotel Macdonald 10065 100 Street | Edmonton, AB

ONLINE

https://www.gowebcasting.com/12427

At the meeting, we will deal with the business items described in this notice of meeting and management information circular and our management team will review Melcor's 2022 operating and financial performance.

Additional documentation and information concerning Melcor, including our annual report, is available on our website at www.melcor.ca and on SEDAR at www.sedar.com.

We encourage you to vote in advance by any of the means available to you, as described on page 10.

Sincerely,

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Timothy Melton Executive Chair & CEO

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

NOTICE OF THE 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS

LOCATION: WHEN: RECORD DATE: Empire Ballroom Wednesday, April 26, 2023 March 8, 2023 Fairmont Hotel Macdonald 11:00 AM MT 10065 100 Street | Edmonton, AB

ONLINE:

https://www.gowebcasting.com/12427

AT THE MEETING YOU WILL BE ASKED TO:

Receive Melcor’s consolidated financial statements for the fiscal year ended December 31, 2022 and the auditor’s report on those statements;
Fix the number of members of the Board of Directors to be elected at eight (8);
Elect Directors to the Board of Melcor;
Appoint PricewaterhouseCoopers LLP, Chartered Accountants, as Melcor’s auditors for the ensuing year at a remuneration to be fixed by the Board of Directors; and
Transact any other business properly brought before the meeting, or any adjournment thereof.

Please read this circular for detailed information on the matters that will be considered and voted on at the meeting.

YOUR VOTE IS IMPORTANT: Please follow the instructions for completing and returning the enclosed form of proxy.

Please note that Melcor has opted to use notice and access for the delivery of meeting materials to shareholders. Under notice and access, shareholders will receive a Notice & Access Notification with instructions on how to access our proxy material for the fiscal year ended December 31, 2022. This Notice also provides instructions on how to vote online and how to request a paper copy of the proxy materials by mail. For your vote to be recorded, it must be received by our transfer agent, Odyssey Trust Company, no later than 11:00 AM MT on April 24, 2023.

Shareholders as at March 8, 2023 will be entitled to vote at the meeting or via proxy by the proxy deadline. If you acquired your shares after this time and wish to vote them at the meeting, please refer to the instructions on page 5, “What if I acquired my shares after March 8, 2023?”

Dated as of the 16th day of March 2023.

BY ORDER OF THE BOARD OF DIRECTORS

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Naomi Stefura

IMPORTANT NOTICE REGARDING AVAILABILITY OF MATERIALS Proxy materials, including our 2022 Annual Report, are available online: www.sedar.com https://www.melcor.ca/2023AGM To request a paper copy, please see instructions on page 4 “Requesting Paper Copies”

COO & CFO, Corporate Secretary Melcor Developments Ltd.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

General Information

This management information circular (circular) provides shareholders with information to help make voting decisions at the Melcor annual meeting of shareholders (AGM or meeting) to be held on April 26, 2023.

Notice-and-Access

Melcor has elected to use notice-and-access rules which allow Melcor to post electronic versions of proxy-related materials online without mailing such documents directly to shareholders, provided that notice of such posting is sent to shareholders by mail.

All shareholders, except those who have previously requested to receive paper copies of Melcor’s financial information, will receive only a notice-and-access notification and a voting instruction form. If you receive the notice and would like to receive a paper copy of our proxy-related materials, financial statements or MD&A, please follow the instructions under the heading Requesting Paper Copies.

All materials will be forwarded to shareholders at Melcor’s expense.

We anticipate that notice-and-access will directly benefit Melcor through substantial reductions in postage and printing costs. We believe that notice-and-access is an environmentally responsible method of communicating with shareholders by reducing the large volume of paper documents generated by printing proxyrelated materials.

Shareholders with questions about notice-and-access can contact us toll free:

Melcor Investor Relations: 1-855-673-6931 x 4707

Requesting Paper Copies

You may make a request to receive a paper copy of Melcor’s proxy-related materials, financial statements or MD&A up to one year from the date the circular was filed on SEDAR. Please direct your request for materials to:

Melcor Developments Ltd.

By Mail: Investor Relations 900, 10310 Jasper Avenue Edmonton, Alberta T5J 1Y8 By Phone: 1-855-673-6931 x 4707 By Email: [email protected]

The annual material is also available electronically at: https:// www.melcor.ca/2023AGM .

We estimate that shareholder requests for paper copies of the circular, financial statements and MD&A will need to be received prior to April 12, 2023 in order to have sufficient time to receive and review the materials requested and return the completed form of proxy by the due date described under Voting Instructions on page 8.

We do not intend to pay for intermediaries to forward proxyrelated materials to objecting beneficial owners.

Registered and Beneficial Shareholders

You are a registered shareholder if your shares are held in your name and you have a share certificate.

You are a beneficial shareholder if your shares are held in the name of a nominee such as a bank, trust company, securities broker, trustee or other institution.

All references to shareholders in this circular and the accompanying notice of meeting and proxy form are to registered shareholders unless specifically stated otherwise. Where documents are stated to be available for review or inspection, such items will be shown upon request to a registered shareholder who produces proof of their identity.

Annual and Interim Reports

Shareholders who wish to receive paper copies of Melcor’s interim and annual reports may fill out and return the Supplemental Mailings form enclosed with the notice package. You may also complete this form to receive email notice of the availability of electronic files.

If you are a Beneficial Shareholder, you made an election to receive or not receive company information through your Intermediary. If you wish to change your election, you will need to do so through your intermediary.

We maintain perpetual shareholder mailing lists for both electronic notices and quarterly and annual hard copy mailings. All shareholders and interested parties can be added to the perpetual list by request to Melcor Investor Relations. Please specify whether you wish to be added to the electronic list, the paper list or both. If you already receive annual and/or quarterly reports, you do not need to complete the form again unless you would like to change your option, or if your mailing address has changed.

By Mail: Investor Relations 900, 10310 Jasper Avenue Edmonton, Alberta T5J 1Y8 By Phone: 1-855-673-6931 x 4707 By Fax: 780-426-1796 By Email: [email protected]

NOTE: You will remain on this list until you request removal.

Melcor’s annual report can be accessed at https:// www.melcor.ca/2023AGM or you can request a copy by contacting us via the methods described above.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Frequently Asked Questions About the Meeting

Who is soliciting my proxy?

Melcor’s management is soliciting your proxy for the shareholder meeting on April 26, 2023. We pay the cost of proxy solicitation for all registered and non-objecting beneficial shareholders. We do not pay for intermediaries to forward information to objecting beneficial owners (OBOs). OBOs will not receive proxy materials unless the OBOs intermediary assumes the cost of delivery.

We solicit proxies primarily by mail, however certain Melcor employees may also solicit proxies by email, telephone or in person.

What will I be voting on?

Shareholders will vote to:

Fix the number of members of the Board of Directors to be elected at the meeting at eight (8)
Elect the directors

How will my proxy be voted?

On your form of proxy, you may indicate how you wish your proxyholder to vote your common shares. Where you have specified your choice on any matter, your common shares will be voted as specified.

If you return a proxy, but do not specify a choice, your common shares will be voted:

FOR the fixing of the number of members of the Board of Directors to be elected at the meeting at eight (8);
FOR the election of each of management’s proposed Director nominees;
FOR the appointment of PricewaterhouseCoopers LLP as auditors and to authorize the Directors to fix their remuneration;
Appoint PricewaterhouseCoopers LLP as auditors
Other business, if any

How will these matters be decided?

A majority of the votes cast, by proxy and in person, will constitute approval of all matters at the annual meeting.

Who counts the votes?

Proxies will be counted and tabulated by Melcor’s transfer agent, Odyssey Trust Company.

How can I contact the Transfer Agent?

Registered shareholders may contact our transfer agent directly for help with share certificate related matters:

By Mail: Odyssey Trust Company Trader’s Bank Building 702 67 Yonge St Toronto, ON M5E 1J8 By Phone: 1-888-290-1175 Online: https://odysseycontact.com/

How many votes do I have?

You will have one vote for each common share you held at the close of business on March 8, 2023 (the record date). The list of shareholders entitled to vote will be available for inspection at the meeting.

What if I acquired my shares after March 8, 2023?

To vote common shares you acquired after the record date, you must, not later than 10 days before the meeting:

Request that your name be added to the voters’ list; and
Produce properly endorsed share certificates or otherwise establish that you own the common shares.

How many shares are entitled to vote?

Melcor has an authorized capital consisting of an unlimited number of common shares without nominal or par value, each carrying the right to vote, of which 31,248,628 common shares were issued and outstanding as of the close of business on March 8, 2023.

How do I vote?

See “Voting Instructions”, page 8.

What is quorum for the meeting?

Melcor’s bylaws provide that a quorum for the transaction of business at any meeting of shareholders shall be:

at least two (2) shareholders entitled to vote, present in person, or by proxy
representing no less than five (5%) percent of Melcor’s outstanding common shares.

What if there are amendments or if other matters are brought before the meeting?

The enclosed form of proxy gives the persons named on it authority to use their discretion in voting on amendments or variations to matters identified in the Notice of Meeting.

If, however, other matters properly come before the meeting, the persons named on the enclosed form of proxy will vote them in accordance with their judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

As of the time of printing of this circular, management is not aware of any other matter to be presented for action at the meeting.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Are there any principal shareholders?

Based on public filings, as of March 8, 2023, the following people beneficially own, directly or indirectly, or exercise control or direction over more than ten percent (10%) of the issued and outstanding common shares of Melcor.

Name of Shareholder	Number of Common Shares Beneficially Owned	% of Outstanding Common Shares Beneficially Owned or Controlled
Melton Holdings Ltd.1	15,688,347	50.20%

1. Mr. Timothy Melton and Mr. Andrew Melton together control more than 50% of the voting shares of Melton Holdings Ltd.

To the knowledge of Melcor's directors and executive officers, no other person or company beneficially owns, or controls or directs, directly or indirectly, more than 10% of the common shares.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Business to be Conducted At the Meeting

In the absence of proxy instructions, management proxyholders will vote FOR all matters outlined below.

1. RECEIVE FINANCIAL STATEMENTS Our consolidated financial statements and MD&A for the year ended December 31, 2022, together with the auditors’ report on those statements are available on our website: melcor.ca/investors and at sedar.com

The audited consolidated financial statements have been reviewed and recommended for approval by the Audit Committee and approved by the full Board of Directors.

Shareholders are not required to vote on the audited consolidated financial statements

2. FIX NUMBER OF DIRECTORS Management intends to fix the Board of Directors at eight (8) members for the ensuing year.

The board recommends you vote FOR fixing the directors at 8

3. ELECT DIRECTORS You will elect 8 directors to serve on our board until the close of the next annual meeting or until their successors are elected or appointed. You will find information about each nominated director beginning on page 9. We, the board and management of Melcor, believe the nominees are well qualified to serve as directors. All nominees have confirmed their eligibility and willingness to serve.

If for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee at their discretion unless the shareholder has specified in his proxy that the common shares are to be withheld from voting in the election of directors.

The board recommends you vote FOR each nominated director

MAJORITY VOTING POLICY

We have a majority voting policy. Any nominee in an uncontested election who receives more withhold votes than votes in his or her favour shall be considered to not have received the support of shareholders and is expected to immediately resign from the board.

The majority voting policy does not apply to a contested election where the number of nominees exceeds the number of directors to be elected. Nominees for election to the board must agree to the policy before their names are recommended for election.

In the event any director fails to tender his or her resignation in accordance with the policy, the Board will not re-nominate the director.

EMPLOYMENT EQUITY & DIVERSITY POLICY

Our employment equity and diversity policy applies to all positions at Melcor, including director nominees. See Appendix D, page 35 for Melcor’s employment equity and diversity policy.

4. APPOINT AUDITORS

You will vote to appoint PricewaterhouseCoopers LLP, Chartered Accountants (PwC), as Melcor’s independent auditors until the next meeting of shareholders and to authorize the board to fix the auditors remuneration. PwC and its predecessor companies have been Melcor’s auditors since the company became public in 1968.

The board recommends you vote FOR PwC as our independent auditors

The following table shows the services PwC has provided and the fees we have paid to them for the past 2 years.

	2022	2021
Audit fees	$ 278,950	$ 244,500
Audit-related fees1	210,400	185,050
Tax fees2	100,050	97,775
Internal Controls Compliance	4,600	4,200
All other fees3	12,300	15,800
Total	$ 606,300	$ 547,325

1. Audit-related fees include fees for subsidiary companies, joint arrangements, and building operating statements and homeowners associations.

2. Tax fees include tax compliance services and tax advisory and planning services.

3. All other fees include additional fees related to the 2021 audit for actual amounts billed.

Additional information regarding Melcor’s Audit Committee (required in accordance with National Instrument 52-110 – “Audit Committees”) is contained in Melcor’s annual information form dated March 16, 2023, under the heading “Audit Committee,” and a copy of the Terms of Reference of the Audit Committee is attached to the annual information form as Schedule A. Melcor’s annual information form is available on SEDAR at www.sedar.com and at melcor.ca/investors.

5. OTHER BUSINESS Management does not intend to present any other business at the meeting and we are not aware of amendments to proposed matters or any other matters calling for your action.

Interest of Certain Persons in Matters to Be Acted Upon Melcor’s directors and senior officers have no material interest, direct or indirect by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the meeting other than the election of directors.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Voting Instructions

How you vote depends on whether you are a non-registered (beneficial) or registered shareholder. You are a beneficial shareholder if the shares you own are registered in the name of an intermediary (a bank, trust company, securities broker, trustee or other institution). You are a registered shareholder if your shares are held in your name, with your name appearing on your share certificate or statement from a direct registration system confirming your shareholdings.

Voting Options	Non-registered (beneficial) shareholders	Registered shareholders
BY MAIL OR ONLINE	Your intermediary sent you a voting instruction form. We do not have records of your shareholdings, so you must follow the instructions from your intermediary. Complete the voting instruction form and return it as instructed. Your voting instruction form tells you how to return the form and provides options for mailing and online voting. Your intermediary must receive your voting instructions with sufficient time to act on them, generally 1 business day before the proxy deadline. We sent you a proxy form with your Notice package; The proxy authorizes someone to attend the meeting and vote for you (see voting in person below) . You may vote in advance by completing your proxy form and returning it: • By mail (in the envelope provided) • Online at https://login.odysseytrust.com/pxlogin Odyssey Trust Company must receive your completed proxy no later than 11:00 AM MT on April 24, 2023 (the proxy deadline).
VOTING IN PERSON AND ASSIGNING A PROXY	If you are a registered shareholder, you may attend the meeting and vote in person. If you are a beneficial shareholder and you would like to attend the meeting and vote in person, please appoint yourself as proxyholder. The proxy form designates Naomi Stefura or Tim Melton, officers of Melcor, as your proxyholder.You can designate someone else to be your proxyholder by printing that person's name (including your own) in the space provided (or following the online instructions).The proxyholder you name does not need to be a shareholder, but must attend the meeting to vote for you. Your proxyholder must vote according to the instructions you provided.If you did not specify how you want to vote, your proxyholder can vote your shares as he or she wishes.Your proxyholder will also decide how to vote on amendments or variations to any item of business or new matters that are properly brought before the meeting (although none are anticipated).If you complete and return the form without naming a proxyholder or specifying how you want to vote, Naomi Stefura or Tim Melton will vote as follows: • For fixing the number of directors at eight • For the election of director nominees • For the appointment of the shareholders’ auditors
PARTICIPATING ONLINE	To participate in the live online meeting, please join at: :https://www.gowebcasting.com/12427 . Participants will be able to hear presenters, view the presentation deck and ask questions at the appropriate time.
CHANGING YOUR MIND If you have provided voting instructions to your intermediary and you change your mind about how you want to vote, contact your intermediary to find out what to do. If you voted online, you can change your instructions online. Note that your intermediary must receive your revised instructions with enough time to act on them prior to the proxy deadline.		If you want to revoke your proxy, you must deliver a signed written notice specifying your instructions to one of the following by 11:00 AM MT on April 24, 2023: • Our registered office: 900, 10310 Jasper Avenue, Edmonton, Alberta T5J 1Y8 • Odyssey Trust Company by mail or online as described in the proxy form You may also revoke your proxy in any other manner permitted by law.
CONFIDENTIALITY	Melcor’s transfer agent counts all proxies to ensure confidentiality and only shares proxies with management where they contain comments clearly intended for management, in the event of a proxy contest or to meet legal requirements.
VOTING RESULTS	We will file the voting results, including details about the percentage of support received for each item of business, promptly following the meeting.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Nominees for Election To the Board of Directors

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Douglas Goss, Q.C., AOE Edmonton, Alberta, Canada Independent

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Timothy C. Melton[1] Related

Edmonton, Alberta, Canada

Principal Occupation	Counsel, Bryan & Company LLP
Director Since	2021
2022 Attendance	100 %
2022 Director Compensation	$33,000
Common Shareholdings	2,500
Committees	Compensation & Governance

Principal Occupation	Executive Chair & CEO, Melcor
Director Since	1973
2022 Attendance	100 %
2022 Director Compensation	nil
Common Shareholdings	2,301,500
Committees	Investment

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Andrew Melton[1] Calgary, Alberta, Canada

Related

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Bruce Pennock

Edmonton, Alberta, Canada

Independent

Principal Occupation	CEO, Melcor REIT & Corporate Director
Director Since	1985
2022 Attendance	100 %
2022 Director Compensation	nil
Common Shareholdings	228,924
Committees	Investment

Principal Occupation	Partner, Pennock Acheson Nielsen Devaney LLP
Director Since	2021
2022 Attendance	100 %
2022 Director Compensation	$49,500
Common Shareholdings	5,000
Committees	Audit(Chair)

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Kathleen Melton, ICD.D

Calgary, Alberta, Canada

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Janet Riopel, ICD.D

Edmonton, Alberta, Canada

Independent

Principal Occupation	Corporate Director
Director Since	2016
2022 Attendance	100 %
2022 Director Compensation	$55,500
Common Shareholdings	42,950
Committees	Compensation & Governance, Investment

Principal Occupation	President & CEO, TREYL Communications
Director Since	2022
2022 Attendance	100 %
2022 Director Compensation	$34,000
Common Shareholdings	1,750
Committees	Audit

1. Mr. Timothy Melton and Mr. Andrew Melton together control more than 50% of the voting shares of Melton Holdings Ltd., which owns 15,688,347 common shares.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

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Catherine Roozen

Edmonton, Alberta, Canada

Independent | Lead Director

Principal Occupation	Director & Secretary, Cathton Investments Ltd.
Director Since	2007
2022 Attendance	100 %
2022 Director Compensation	$55,000
Common Shareholdings	145,600
Committees	Compensation & Governance (Chair)
	Audit

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Ralph Young Edmonton, Alberta, Canada Independent

The following Melcor directors are also directors and/or officers of other reporting issuers:

Director	Reporting Issuer	Exchange
Doug Goss	Premium Brand Holdings Corporation (Officer)	TSX
	ATAC Resources Ltd. (Director)	TSXV
Andrew Melton	Melcor REIT (Director & Officer)	TSX
Ralph Young	Melcor REIT (Director)	TSX

Principal Occupation	Corporate Director
Director Since	1976
2022 Attendance	100 %
2022 Director Compensation	$53,000
Common Shareholdings	1,405,300
Committees	Compensation & Governance

NOTE: The term of office for each proposed director expires on the date on the next annual meeting of shareholders.

No director or proposed director has been a director or officer of a company that was subject to an order, became bankrupt or was subject to penalties or sanctions.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Compensation Discussion & Analysis

Compensation matters are managed by the Corporate Governance & Compensation Committee (CGCC), which is composed of Ms. Cathy Roozen, Mr. Doug Goss, Ms. Kathy Melton and Mr. Ralph Young. The mandate of the CGCC is to review and make recommendations to the Board concerning the appointment, hiring, compensation, performance evaluation, and succession planning of Melcor’s senior executive officers. The Board is confident that each of the CGCC members possesses the necessary skills and experience to make decisions on the suitability of Melcor’s compensation policies and practices.

Skills and Experience of CGCC Members

Committee	Relevant Education & Experience
Member
Cathy Roozen -	Ms. Roozen is a graduate of the University of Alberta
Chair	where she served as a Governor from 1998 to 2005.
Independent	Since 1981, she has been a Director and the Corporate Secretary of Cathton Investments Ltd. and The Allard
	Foundation Ltd. Ms. Roozen served over ten years as the
	Chair of the Human Resources Committee at Corus
	Entertainment Inc and currently serves as a director at
	EPCOR Utilities.
Doug Goss	Mr. Goss is a graduate of both the University of Alberta
Independent	School of Business and Faculty of Law, earning a Bachelor of Commerce degree in Finance in 1981,
	followed by a Bachelor of Laws in 1984. Mr. Goss is
	currently Counsel at Bryan & Company LLP, and serves
	as General Counsel and Corporate Secretary for Premium
	Brands Holdings Corporation, and as a Director of ATAC
	Resources Ltd. A respected member of the legal
	community, he has established a leading practice
	specializing in corporate finance, securities, and counsel
	to public boards and venture capital. Throughout his
	career, he has been involved in numerous private and
	public corporations in Canada in a range of sectors
	including communications, insurance, pharmaceuticals,
	tourism, construction, and cancer research. He has also
	served on the Boards of many not-for-profit
	organizations. Mr. Goss served as Chair, Board of
	Governors of the University of Alberta from 2012-15,
	and was a member of the Board of Governors of the
	Northern Alberta Institute of Technology (NAIT) from
	2003-10, and served as Chair from 2008-10.
Kathy Melton1	Kathy Melton is graduate from the University of Calgary
ICD.D	(Sociology) and has spent her career in land
Related	development. She received her ICD.D from the Institute
	of Corporate Directors in 2020. She is also a director of
	Cavell Holdings Ltd.
Ralph B. Young	Mr. Young retired from Melcor Developments as Chief
Independent	Executive Officer in 2013. In this capacity he was responsible for directing the compensation policy for
	over 100 Melcor employees. Mr. Young received a
	Master of Business Administration from the University
	of Alberta in 1973. He serves as Chair of Melcor REIT.
	He has also served on the Boards of several private
	organizations and not-forprofit foundations. He was the
	Chancellor of the University of Alberta from 2012 –
	2016.

The CGCC reviews compensation and benefits for the Executive Chair, the CEO and Melcor’s senior executive officers and certain key employees and provides recommendations to the Board of Directors. The CGCC receives data on market salary levels from Melcor and from third-party compensation surveys.

Executive Compensation Philosophy & Strategy

Melcor’s compensation philosophy is designed to attract and retain talent, motivate employees to achieve individual and corporate goals, and align the interests of management with those of the shareholders.

The overall objectives of Melcor’s executive compensation program are to:

attract qualified executives who demonstrate exceptional leadership and management skills;
motivate and retain the services of outstanding individuals who will contribute to long-term success through a performance-based incentive program;
align the interests of executive management with corporate objectives and the creation of shareholder value;
reward performance based on realized value;
ensure a significant portion of compensation is at risk and directly linked to Melcor’s success.

Melcor aims to provide competitive compensation compared to other companies of similar size (based on revenue and earnings) and in similar markets (based on industry and geographic region).

Most full-time permanent positions, including senior management, are evaluated against salary surveys, which take into account base salary and annual incentive award values as well as long-term incentives. Alberta-specific data is used wherever possible. The target is to be within 20% of market median for total compensation based on individual performance.

The annual compensation review is supplemented with consultants for specific positions that require additional information to achieve a proper comparison of actual duties and responsibilities.

Compensation Consultants

To assist with assessing the various elements of compensation, the CGCC may retain special legal, accounting, financial or other consultants, including executive search firms and/or compensation consulting firms, to provide advice at Melcor’s expense.

The CGCC must pre-approve any other services provided by the consultant at the request of management.

Executive Compensation-Related Fees

Melcor has not paid any consultants fees related to executive compensation over the past 2 years.

1. Ms. Melton does not participate or have a vote on compensation matters.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Total Compensation Components

The following table describes the components of Melcor’s total executive compensation package:

	Form Period Purpose
Base Salary Cash 1 year • Provides fixed compensation for day-to-day activities • Considers market conditions and individual level of performance and responsibility • Used for attraction and retention
Short-term Incentive Annual Cash Incentive 1 year • Provides cash-based reward for achieving corporate and personal performance objectives • Used for attraction and retention • Considers available incentive pool, corporate & individual performance and market conditions
Long-term Incentive1 Share Options Vest over 3 years • Provides equity-based reward to stimulate the creation of shareholder value and align management interests with those of shareholders • Used for attraction and retention
Long-term incentive RSU Awards Vest in 3 years • Provides share-based rewards to stimulated the creation of shareholder value and align management interests with those of shareholders • Used for attraction and retention
Employee Share Purchase Plan Share Purchase with Match • Stimulates the creation of shareholder value and align management interests with those of shareholders • Available to all employees
Group Retirement Savings Plan Savings Vest over 1 year • Encourages employees to take responsibility for retirement planning. • Available to all employees
Benefits • Promotes general wellness and preventative care • Medical and dental insurance, group life and accidental death and dismemberment insurance, short-term disability • Available to all employees
Perquisites • Annual car allowance and parking subsidization

1. The company suspended granting options in 2020 and focused Executive Long Term Incentive Compensation on RSU Awards.

Base Salary

The base salaries for the Executive Chair & CEO and the COO & CFO (together, the “Executive Officers”) are set by the board based on the recommendation of the CGCC and are targeted to reflect market conditions. The base salaries of other senior executives are reviewed and approved by the CGCC on the

recommendation of the Executive Chair & CEO and COO & CFO as approved and recommended to the CGCC by the Investment Committee.

Actual salary levels are based on a number of factors, including the individual’s performance, responsibilities and experience, the contribution of each Executive Officer and a review of salary data for similar positions in similar companies. Salaries, benefits and perquisites are generally reviewed annually and adjustments are made when deemed appropriate.

Short-Term Incentive

All Named Executive Officers (NEOs) are eligible for annual cash incentives tied to the achievement of Melcor’s financial, operational and strategic objectives and the executive’s personal performance.

The amount available for annual cash incentives comes from the incentive pool, which is based on the earnings formula defined below. Opening equity is reduced by a certain percentage set by the board annually to ensure minimum returns on equity are achieved (see formula below). We believe this method of arriving at the incentive pool is appropriate for determining executive compensation as it reflects overall earnings performance. As such, NEOs and other senior executives are accountable for revenue growth and operating efficiency.

Incentive Formula for Executive Officers

The annual cash incentive for the Executive Officers is based on the following earnings-based formula (Incentive Formula), which reflects our philosophy of incentivizing based on cash events that monetize asset value (removing IFRS fair value gains or losses and adding back realized gains or losses):

Short-term Incentive Formula	Short-term Incentive Formula
	Segment Earnings
-/+	Fair Value gain/loss on Investment Property & REIT divisions
-	Finance Costs
+	Gains on sale of Investment Property assets
-	a %age of opening equity1
=	Incentive pool
x	Executive Factor2

1. Opening equity adjustment to segment earnings establishes a minimum return on equity before the cash incentive begins to accrue and is set by the Board annually depending on a number of factors.

2. Executive Factor is a percentage set annually by the Board for each Executive Officer. In determining the Executive Factor, the CGCC considers each Executive Officer’s experience, responsibilities, individual performance, and market conditions.

The percentage reduction of opening equity and the Executive Factor are set annually by the Board on the recommendation of the CGCC based on market conditions and corporate and individual performance. In 2022, the Executive Factor ranged from 0.80% to 1.00%.

Other Senior Executives

The annual discretionary cash incentive for other senior executives (i.e. excluding the Executive Officers) is based on each individual’s performance combined with overall company performance to encourage all employees to contribute to Melcor’s overall success. The discretionary incentives come from the Incentive Pool described above.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

The purpose of the discretionary incentive is to:

Reward individuals for creating value in the current year that may not be realized on financial statements for several years (reflecting the longer earnings cycle of real estate companies);
Tailor payments based on individual performance; and
Determine amounts that directly correlate to Melcor’s financial results.

The discretionary incentive for each senior executive is reviewed and approved by the CGCC on the recommendation of the CEO and COO & CFO as approved and recommended to the CGCC by the Investment Committee.

Long-Term Incentive (Equity Based)

Long-term incentives are provided through Melcor’s Share Option Plan and Restricted Share Unit (RSU) Plan (see "Equity Compensation Plan Information").

Performance in the context of long-term incentives is based on the employee’s position and their contribution to Melcor’s success. The long-term incentive program is designed to align the interests of Melcor’s executives with those of shareholders and to encourage employee share ownership. The plan is also designed to retain the services of key employees and to represent a significant portion of their overall, long-term compensation package.

Employees are not restricted from purchasing financial instruments to hedge equity-based compensation.

In 2018, shareholders approved a Restricted Share Unit Plan (RSU plan) and an amendment to the 2007 Share Plan to allow for cashless exercise.

The Board of Directors approves annual grants of RSUs based on the recommendation of the CGCC, which receives and reviews recommendations from the CEO. RSU grants take into consideration an employee’s individual performance and previous grants.

During 2020, the company decided to suspend granting options and focus the Executive Long Term Incentive Compensation on RSU Awards. In volatile market conditions RSU’s were deemed to be more effective at retaining and motivating executives.

Together, these incentive plans support performance objectives, ensure that the interests of key management and employees are aligned with the success of Melcor, encourage employees to acquire a proprietary interest in Melcor, and help to attract, retain and motivate key individuals critical to our long-term success.

Other Compensation & Employment Benefits

All staff, including the executive team, are eligible to participate in Melcor’s Employee Share Purchase Plan (ESPP) and Group Retirement Savings Plan (RRSP).

Under the ESPP, Melcor matches employee contributions at 50% to a maximum of $1,800 per year. No treasury shares are issued for ESPP.

Parking or transit and automobile subsidies are also provided to some employees based on job requirements.

Assessment of Risk Associated with Melcor’s

Compensation Policies and Practices

The Board understands Melcor’s compensation practices and policies and reviews them annually. The Board ensures during its review that total compensation is directly tied to Melcor’s success for all executive level roles. This reduces the overall risk of Melcor’s compensation policies and practices by ensuring incentive plans and payments are in line with our overall financial health and profitability.

Compensation Decision-Making Process

Executive Officers

The following items are considered by the CGCC as part of the compensation decision-making process:

2022 financial results
Efficiency achievements and general and administrative cost reductions
Variation between fiscal targets and actual results
Cash incentive based on the Incentive Formula
The Executive Officer’s individual performance
The Executive Officer’s base salary for current year

The CGCC may from time to time recommend an additional discretionary incentive amount based on market conditions and individual performance.

While achieving the annual fiscal targets is a primary consideration in the CGCC’s determination of the Executive Officers’ incentive based compensation, the CGCC is of the view that strict adherence to formulas for the determination of compensation may result in unintended, counterproductive consequences. Accordingly, the CGCC exercises its own judgment and discretion in assessing each executive's performance.

The CGCC recommends the base salary for the current year along with short- and long-term incentive based compensation for the prior year for each Executive Officer to the Board for approval.

The CGCC also recommends the Executive Factor to be used in the Incentive Formula for the current fiscal year to the Board for approval.

Other Senior Executives

The CEO and COO & CFO present recommendations to the CGCC for annual cash incentives to be paid to Melcor’s other senior executives. In assessing the proposed amounts, the CGCC evaluates overall financial results and the performance of each senior executive in their respective roles. The CGCC also compares the proposed incentive to amounts paid to each senior executive in the previous year. In carrying out these functions, the CGCC takes into account both company and individual performance.

The CGCC approves the incentive based compensation (both short- and long-term) for senior executives.

Under the RRSP, Melcor matches employee contributions at 100% to a maximum match of $2,900 per year.

Melcor’s benefit package is generally available to all full-time permanent staff and includes medical, dental, disability and life insurance to promote general wellness and preventative care.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Relationship Between Company Performance & NEO Compensation

The following charts demonstrate the relationship between our performance and NEO total pay.

NEO Total Pay vs. 5 Year Share Return

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$200 $4,800
$150 $4,200
$100 $3,600
$50 $3,000
2017 2018 2019 2020 2021 2022
S&P TSX Composite Index
S&P TSX Capped Real Estate
Melcor
NEO Total Pay
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5 Year Share Return based on an initial investment of $100 on primary axis. Total NEO pay in thousands on secondary axis.

NEO Total Pay vs. Key Metrics (per share)

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$80 $1.20
$70
$60 $0.80
$50
$40 $0.40
$30
$20 $0.00
2017 2018 2019 2020 2021 2022
Assets
Book Value
Dividends per share
NEO Total Pay
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All presented as per share values – Assets & Book Value on primary axis, Dividends and NEO Total Pay on secondary axis.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Summary Compensation for Named Executive Officers

Compensation for the chief executive officer, chief financial officer, and the next three most highly compensated executive officers (NEOs) is summarized in the following table:

			Annual cash	Share-based	All other	Total
Name & Principal Position	Year	Base salary	incentive1	awards2	compensation3	compensation
Timothy Melton	2022	280,000	731,837	135,625	8,717	1,156,179
Executive Chair & CEO	2021	280,000	775,877	143,500	8,717	1,208,094
	2020	280,000	430,048	142,120	8,011	860,179
Naomi Stefura	2022	300,000	585,470	162,750	8,717	1,056,937
COO & CFO	2021	300,000	620,702	287,000	8,717	1,216,419
	2020	250,000	215,024	164,560	8,011	637,595
Andrew Melton	2022	210,000	150,000	108,500	26,625	495,125
CEO, Melcor REIT4	2021	—	—	—	144,000	144,000
	2020	—	—	—	144,000	144,000
Graeme Melton	2022	180,000	160,000	65,100	9,150	414,250
Vice President - Community Development	2021	172,800	175,000	64,575	9,150	421,525
Calgary& USA	2020	160,000	110,000	65,076	7,575	342,651
Susan Keating	2022	180,000	160,000	65,100	8,117	413,217
Vice President - Community Development	2021	172,800	175,000	64,575	7,403	419,778
Edmonton	2020	150,000	107,500	65,076	9,150	331,726

1. The annual cash incentive is accrued in the 2022 financial statements and paid to employees in three installments in February, April and May 2023. Annual cash incentives relate to normal operations as described under Short-term Incentive, page 12.

2. The fair value of RSUs awarded are calculated using the fair value on the grant date. RSUs vest three years from the date of grant.

3. Represents payments for car allowances and parking. All other compensation does not include programs that are available to all full-time employees, such as matching contributions paid by Melcor to RRSP and ESPP plans and health benefits.

4. Prior to January 1, 2022. Mr. Andrew Melton was a director of Melcor and a trustee of the REIT. All other compensation in those years includes a retirement allowance of $720,000 payable over 5 years as described in the 2020 Information Circular. This retirement allowance was paused when Mr. Melton resumed employment.

Fiscal 2022 Compensation Mix

Melcor’s "pay-for-performance" compensation philosophy results in a significant portion of each executive's compensation being "at risk", which, combined with long-term equity based incentive plans, provides motivation to Melcor’s executives and aligns their interests with the creation of long-term shareholder value. This compensation philosophy ensures that executives have ‘skin-inthe-game’ and provides superior compensation for superior performance. The components of each executive's overall compensation vary based on position. The following table illustrates the executive's total compensation mix for the fiscal year ended December 31, 2022.

At December 31, 2022, there were no contracts, agreements, plans or arrangements to compensate NEOs in the event of termination of employment (whether voluntary, involuntary or constructive), resignation, retirement, change of control, or a change in duties or responsibilities.

AT RISK	AT RISK	AT RISK	AT RISK	AT RISK	AT RISK
Name	Base salary	Cash incentive	Long-term incentives1	Total	% at Risk
Naomi Stefura	300,000	585,470	162,750	1,048,220	71 %
TimothyMelton	280,000	731,837	135,625	1,145,625	76 %
Andrew Melton	210,000	150,000	108,500	468,500	55 %
Graeme Melton	180,000	160,000	65,100	405,100	56 %
Susan Keating	180,000	160,000	65,100	405,100	56 %

1 Long-term incentives include the value of RSUs on their grant date.

Pension Plan Benefits

Melcor does not have a pension plan for its NEOs or other employees.

Employment Contracts

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Option & Share Based Awards - Outstanding

Name andprincipalposition	Year of Grant	Option-based Awards Number of Securities underlying unexercised options Option exercise price2 Option expiry date Value of unexercised in the money options1	Share-based Awards Number of units not vested3 Market value of unvested awards1	Share-based Awards Number of units not vested3 Market value of unvested awards1
Naomi Stefura COO & CFO	2018 2019 2020 2021	24,500 13.01 12-Dec-23 — 34,500 12.42 11-Dec-24 — — — — — — — — —	— — 24,057 21,104	— — 256,207 224,758
	2022	— — — —	15,212	162,008
Tim Melton Executive Chair & CEO	2018 2019 2020 2021 2022	39,000 13.01 12-Dec-23 — 39,000 12.42 11-Dec-24 — — — — — — — — —	— — 20,776 10,551 12,676	— — 221,264 112,368 134,999
		— — — —
Andrew Melton CEO, Melcor REIT	2018 2022	38,000 13.01 12-Dec-23 — — — — —	— 10,141	— 108,002
Graeme Melton VP Community Development Calgary	2018 2019 2020 2021 2022	9,000 13.01 12-Dec-23 — 9,000 12.42 11-Dec-24 — — — — — — — — —	— — 9,511 4,747 6,084	— — 101,292 50,556 64,795
		— — — —
Susan Monson VP Community Development Edmonton	2018 2019 2020 2021 2022	3,000 13.01 12-Dec-23 — 9,000 12.42 11-Dec-24 — — — — — — — — —	— — 9,511 4747 6084	— — 101,292 50556 64795
		— — — —

1 The closing price of Melcor shares on December 30, 2022, $10.65, was used to calculate the value of the unexercised in-the-money options and the value of unvested RSU awards.

2 All option-based awards are granted with an exercise price equal to the volume weighted average trading price of Melcor’s common shares for the 20 trading days prior to the grant date, in accordance with the share option plan.

3 Dividends are reinvested in RSUs granted. Grants for prior years increase accordingly.

Incentive Plan Awards – Value Vested or Earned During 2022

Name	Options-based awards value vested1	Share-based awards value vested	Non-equity plan compensation value earned
Naomi Stefura	—	73,604	885,470
Tim Melton	—	61,315	1,011,837
Andrew Melton	—	—	360,000
Graeme Melton	—	28,784	340,000
Susan Keating	—	28,784	340,000

1 Option-based awards represents the value of in-the-money options that vested during fiscal 2022 based on the share price on the vesting date. RSUs vested on December 1, 2022 (release price of $10.89 based on the 20 day average share price).

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Director Compensation

As at March 16, 2023, Melcor had 8 directors, including 5 independent directors and 3 executive or related directors. We define independent directors according to the definition contained in National Instrument 52-110 Section 1.4.

The Corporate Governance and Compensation Committee is responsible for reviewing the adequacy and form of compensation of the directors and the Lead Director to ensure compensation realistically reflects the responsibilities and risks involved with being an effective director.

Director compensation is made up of an annual director retainer, additional retainers for committee chairs and the Lead Director, and meeting fees for each meeting attended.

Director compensation is not paid to directors who are employees of Melcor.

Director Compensation Summary

Director	Annual	Meeting	All other	Total
	retainer1	fees	compensation
Ross Grieve	18,000	6,000	—	24,000
Doug Goss	24,000	9,000	—	33,000
Andrew Melton2	—	—	—	—
Kathleen Melton	24,000	31,500	—	55,500
Timothy Melton2	—	—	—	—
Bruce Pennock	36,000	13,500	—	49,500
Janet Riopel4	22,000	12,000	—	34,000
Catherine Roozen	40,000	15,000	—	55,000
Ralph Young3	24,000	9,000	20,000	53,000

1. Includes lead director and committee retainers.

Retainers and Fees

During 2022, director compensation was set as follows:

Component	Effective January 1, 2022
Annual Director Retainer	$ 24,000
Feeper Board & Committee Meetings	$ 1,500
Feeper Ad-hoc/ Virtual Meeting	$ 750
Lead Director Annual Retainer1	$ 10,000
Audit Chair Annual Retainer1	$ 12,000
Compensation & Governance Chair Annual Retainer1	$ 6,000

1. Paid in addition to annual director retainer and meeting fees.

The Directors do not receive option-based awards, share-based awards, non-equity incentive plan compensation or pension income.

2. Melcor employees do not receive director compensation.

3. All other compensation for Ralph Young includes a special payment of $20,000 for extra work assigned by the Governance Committee in 2021.

4. Janet Riopel was appointed to the board on February 1, 2022.

Shareholdings of Independent Directors

Director	Number	Value1
DougGoss	2,500	26,625
Bruce Pennock	5,000	53,250
Janet Riopel	1,750	18,638
Catherine Roozen	145,600	1,550,640
Ralph Young	1,405,300	14,966,445

1. Based on closing price of Melcor shares on December 30, 2022 ($10.65).

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Equity Compensation Plan Information

Securities Authorized for Issuance under Equity Compensation Plans

Plan Category1	Number of securities to be issued upon exercise of outstanding options and rights (A)	Weighted average exercise price of outstanding options and rights	Number of securities available for future issuance under equity compensation plans2
2007 Share Option Plan	223,000	$12.74	1,516,252
Restricted Share Unit (RSU) Plan3	313,806	$10.09	1,055,375
Total	536,806	$11.19	2,571,627

1. Melcor does not have equity compensation plans that are not approved by shareholders.

2. Excludes securities reflected in column (A). 3. Number of securities to be issued under the RSU plan includes dividends reinvested (12,522) less cancelled RSUs (39,042) .

Between December 31, 2022 and March 16, 2023, nil options were exercised and nil were forfeited, and 3,086 RSUs were cancelled.

Amended 2007 Share Option Plan

*Amended 2007 Share Option Plan*
Overview & Eligibility	Melcor’s share option plan provides for the granting of options to purchase common shares to full-time employees, directors and consultants of Melcor and its subsidiaries
Approved by Shareholders	Original plan - April 19, 2007	Amended plan with cashless exercise option	May 12, 2018
	Plan Maximum	Options Outstanding	Options Exercised	Options Available for Future Grants
Balance as of December 31, 2022	1,800,000	223,000	(69,200)	1,516,252
% of Common Shares outstanding1	5.76 %	0.68 %	(0.21) %	4.65 %
	2019	2020	2021	2022
Annual burn rate	0.52 %	— %	— %	— %
Maximum issuable to a single insider & associates	5% of outstanding Common Shares (including those issuable under any other plan) per year
Maximum issuable to insiders in one year	10% of outstanding Common Shares (including those issuable under and other plan)
Maximum issuable to insiders at any time	Cannot exceed 10% of the total issued and outstanding Common Shares (including those issuable under any other plan)
Terms of stock options	The Board of Directors sets the term and vesting schedule for options at the time of grant. If the company is in a trading black-out when the options expire, the expiration date will be extended for 10 business days after the blackout is lifted.
Vesting schedule	Options granted vest equally over 5 years. (ie:, one-fifth on first anniversary of grant date, one-fifth on second anniversary, etc.). The Board of Directors maywaive the vesting period or change the vestingschedule at its discretion.
Exercise price determination	The exercise price is set at the volume-weighted average closing price on the Toronto Stock Exchange for the 20 trading days prior to and including the grant date.
Assignability conditions	Non-transferrable and non-assignable.
Cessation of entitlement	If an Optionee ceases to be a director, officer, employee or service provider for a reason other than death (including resignation, retirement and termination), Options remain exercisable for 60 days. In the event of termination with cause, Options expire immediately. In the event of death or permanent disability, Options remain exercisable for 6 months.
Amendment provision	The Board may amend the plan provided that the amendment does not alter or impair previously granted Options, subject to TSX approval. Amendments not requiring shareholder approval include amendments of a typographical, grammatical, clerical or administrative nature or which are required to comply with regulatory requirements. Shareholder approval is required on items described in Section 613(i) of the TSX Company Manual, including reduction to exercise price or extension of the term benefiting an insider, removing or exceeding the maximum issuable to insiders, an increase to the maximum securities issuable, or amendments to an amending provision. If the Board terminates the plan, theprovisions of theplan will continue in effect as longas anyoptions remain outstanding.
Stock appreciation right	No ability to transform options into stock appreciation rights exists under the plan.
Other information	In certain events where the Corporation is not the surviving entity (take-over bid, liquidation or dissolution, reorganization, or merger or consolidation with one or more entities), the Board mayaccelerate the vestingof options.
Financial assistance to employees	NIL
Entitlements subject to ratification	NIL

1. Based on shares outstanding December 31, 2022.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Restricted Share Unit (RSU) Plan

*Restricted Share Unit (RSU) Plan*
Overview & Eligibility	Melcor’s RSU Plan provides for the granting of RSUs to full-time employees and officers of Melcor and its subsidiaries
Approved by Shareholders	May 12, 2018
	Plan Maximum	RSUs Granted 2022	RSUs Outstanding2	RSUs Vested	RSUs Available for Future Grants
Balance as of 31-Dec-2019	1,500,000	108,400	313,806	(56,741)	1,055,375
% of Common Shares outstanding1	4.80 %	0.35 %	1.00 %	(0.18) %	4.65 %
	2018 2019		2020	2021	2022
Annual burn rate	0.20 %	0.24 %	0.24 %	0.24 %	0.35 %
Maximum issuable to a single insider & associates	5% of outstanding Common Shares (including those issuable under any other plan) in a one-year period
Maximum issuable to insiders in one year	10% of outstanding Common Shares (including those issuable under and other plan)
Maximum issuable to insiders at any time	Cannot exceed 10% of the total issued and outstanding Common Shares (including those issuable under any other plan)
Terms/Vesting of RSUs	RSUs cliff vest 34 - 36 months after issue. The Board of Directors may waive the vesting period or change the vesting schedule at its discretion.
Redemption Value determination	The fair market value of each RSU at the time of redemption is set at the volume-weighted average closing price on the Toronto Stock Exchange for the 20 immediately proceedingthe redemption date.
Redemption	RSUs may be redeemed after the vesting date and may be exchanged for an equal number of common shares with a cash payment for any fractional share units based on the fair market value of the common shares on the vesting date or a lump sum cash payment to the participant. Shares used to satisfy the RSU redemption may be bought on the open market or issued from treasury.
Assignability conditions	Non-transferrable and non-assignable.
Cessation of entitlement	If an Optionee ceases to be an officer or employee Melcor as a result of retirement or disability, a fraction based on the number of whole months between the grant date and the terminating event shall vest and become available for redemption on the vesting date. In the event of death, all RSUs shall immediately vest and be redeemed. Subject to the contrary determination of the Board of Directors, in the event of cessation of employment for any other reason, unvested RSUs shall terminate.
Amendment provision Financial assistance to employees	The Board may amend, suspend or terminate the plan without shareholder approval on amendments that are of a typographical, grammatical, clerical or administrative nature or which are required to comply with regulatory requirements or to amend vesting provisions. Shareholder approval is required to increase the number of Common Shares subject to the plan, for an extension of the terms benefiting an insider, and for term extensions, amendments to Plan Restrictions and changes to amending provisions contained in the RSU Plan. NIL
Entitlements subject to ratification	NIL

1. Based on shares outstanding December 30, 2022.

2. RSUs Outstanding includes dividends reinvested 12,522 less cancelled RSUs 39,042.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Performance Graphs

5-Year Performance Graph

The following graph compares total shareholder return for $100 invested in our common shares at December 31, 2017 (assuming all dividends are reinvested), against the total return of the S&P TSX Composite Index and the TSX Capped Real Estate Index.

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$180
$160
$140
$120
$100
$80
$60
$40
2017 2018 2019 2020 2021 2022
S&P TSX Composite Index
S&P TSX Capped Real Estate
Melcor
----- End of picture text -----

	S&P TSX Composite	S&P TSX Capped Real
Year	Index	Estate	Melcor
2017	100	100		100
2018	91	102		84
2019	112	125		94
2020	118	113		69
2021	148	156		107
2022	139	122		84

Interest Of Informed Persons In Material Transactions

No informed person had an interest in a material transaction in 2022 or for the prior two years.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Report of the Corporate Governance & Compensation Committee

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CATHY ROOZEN DOUG GOSS KATHY MELTON RALPH YOUNG

The CGCC is responsible for assisting the Board in ensuring that Melcor’s human resource strategies, policies and programs support corporate objectives and create shareholder value, and in measuring Board performance with respect to governance standards.

The primary mandate of the CGCC is to:

Review the development, implementation and assessment of effective governance principles;
Oversee the form and adequacy of compensation and benefits provided by Melcor to its senior executives and employees;
Administer all incentive compensation plans and programs and monitor Melcor’s succession plans;
Consider the composition of the Board and its committees and prepare recommendations for director nominees

Three of the four members of the CGCC are independent directors. Ms. Roozen has been Chair of the CGCC since May 20, 2021. The CGCC held one meeting in 2022, which included an in camera session without the presence of Melcor management. Note that Ms. Melton, as a related director, does not participate or vote on compensation matters. As an accredited director (ICD.D), she is on the committee to share her knowledge on governance practices.

CGCC Approval

The CGCC has reviewed and discussed the compensation disclosure in this document, including information in the Board of Directors section, the Executive Compensation section and the Directors’ Compensation section with Melcor’s management. It has recommended that the disclosure be included in the Management Information Circular.

On behalf of the Corporate Governance and Compensation Committee,

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Catherine Roozen (Chair)

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Kathy Melton

Doug Goss

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Ralph Young

Statement of Governance Practices

Melcor’s Board of Directors and management team recognize that effective corporate governance practices are fundamental to the longterm success of the company. As such, the Board of Directors and management have implemented a series of governance policies and procedures to meet or exceed applicable Canadian stock exchange and regulatory rules. The Corporate Governance and Compensation Committee regularly monitor changes and best practices and periodically review, evaluate and modify corporate governance processes as necessary. The Board of Directors and management are committed to maintaining a high level of corporate governance.

A description of Melcor’s corporate governance practices under National Instrument 58-101, “Disclosure of Corporate Governance Practices”, is provided in Schedule A.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Additional Information

Additional information relating to Melcor’s business is available on SEDAR at www.sedar.com or under ‘Investor Relations’ on Melcor’s website at www.melcor.ca.

Additional financial information about Melcor is provided in the comparative consolidated financial statements and management’s discussion and analysis in the annual report for the year ended December 31, 2022.

Copies of these documents and any other documents incorporated by reference, additional interim financial statements for periods subsequent to December 31, 2022 and additional copies of this Circular are available on request.

Please direct your request for materials to:

By Mail: Investor Relations Melcor Developments Ltd. 900, 10310 Jasper Avenue Edmonton, Alberta T5J 1Y8 By Phone: 780-423-6931 x 4707 By Fax: 780-426-1796 By Email: [email protected]

Board of Directors Approval

Melcor’s board of directors has approved the content and the sending of this Management Information Circular to Shareholders.

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Naomi Stefura

COO & CFO, Corporate Secretary Melcor Developments Ltd.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Schedule A Statement of Governance Practices

The corporate governance practices described below explain how we are meeting the guidelines of security regulators in Canada, including National Policy 58-201 – Corporate Governance Guidelines and National Instrument 58-101 – Disclosure of Corporate Governance Practices .

Corporate Governance Guideline	Comments
Board of Directors
Disclose the identity of the directors who are independent.	At March 16, 2023, five of Melcor’s eight directors (63%) are independent. The independent directors are: • Catherine Roozen (Lead Director, CCGC Chair)) • Doug Goss • Bruce Pennock (Audit Chair) • Janet Riopel • Ralph Young
Disclose the identity of directors who are not independent, and describe the basis for that determination.	The following directors are not considered independent as defined in NI 52-110 Section 1.4 Audit Committees: • Timothy Melton – Executive Chair & CEO • Kathleen Melton – immediate family of Mr. Timothy Melton • Andrew Melton – immediate family of Mr. Timothy Melton Messrs. Timothy Melton & Andrew Melton together control greater than 50% of the voting shares of Melton Holdings Ltd., the controlling shareholder of Melcor Developments Ltd.
If a director is presently a director of any other reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.	All directorships with other public entities for each director are disclosed in Melcor’s management information circular on page 10.
Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance.	The independent directors hold_in camera_sessions at all Board and committee meetings. The Audit Committee also holds_in camera_sessions with the external auditors and management. FY2022 In Camera sessions: Board: Audit Committee: Corporate Governance and Compensation: 5 of 5 4 of 4 1 of 1
Disclose whether the chair of the Board of Directors is an independent director. If the Board of Directors has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities.	The Executive Chair of the Board of Directors is Mr. Timothy Melton who is not an independent director. The Board appointed Ms. Catherine Roozen as the Lead Director. The role and responsibilities of the Lead Director are as follows: • to develop the agenda for the Executive Sessions of the Board as required • to act as a liaison between Melcor’s management and the Board where and if required • to chair the meetings of the Board in the absence of the Executive Chair • to ensure the Board is carrying out its responsibilities in accordance with: (a) good governance practices (b) the constating documents of Melcor, and (c) the approved corporate governance guidelines • to consider any other appropriate structures and procedures to ensure that the Board can function independently of management • to undertake the lead on any other corporate governance matters that the Board may require or request from time to time
Disclose the attendance record of each director for all meetings of the Board of Directors held since the beginning of the issuer’s most recently completed financial year.	Director Board Meetings Committee Meetings % of Total Meetings
	TimothyMelton 5/5 15/15 100%
	Andrew Melton 5/5 15/15 100%
	Kathleen Melton 5/5 16/16 100%
	Ross Grieve 2/2 1/1 100%
	DougGoss 5/5 1/1 100%
	Bruce Pennock 5/5 4/4 100%
	Janet Riopel 5/5 3/3 100%
	Catherine Roozen 5/5 5/5 100%
	Ralph Young 5/5 1/1 100%

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Corporate Governance Guideline	Comments
Board of Directors’ Mandate
Disclose the text of the Board of Directors’	The Board has adopted a Mandate (see Appendix A) which, amongst other matters, sets out the Board's principal
mandate.	responsibilities which are:
	• adoption of a corporate strategic planning process;
	• managing risks and protecting shareholder value;
	• succession planning including appointing, developing and monitoring senior management;
	• communications policy;
	• internal corporate controls and management information systems;
	• corporate governance; and
	• knowledge and understandingof the business and maintaininghigh levels of integrityin business conduct.
Position Descriptions
Disclose whether or not the Board of Directors	The Board of Directors has developed written position descriptions for the Executive Chair, Lead Director and the Chair
has developed written position descriptions for	of each Board Committee.
the chair and the chair of each committee of the Board of Directors.	See Appendix D: Position Descriptions to this circular & Appendix B: Position Description – Audit Committee Chair to the 2022 Annual Information Form, filed on www.sedar.com and incorporated byreference in this circular.
Disclose whether or not the Board of Directors	The Board of Directors has developed and approved a written description for the CEO.
and CEO have developed a written position description for the CEO.	See Appendix D: Position Descriptions
Orientation & Continuing Education
Briefly describe what measures the Board of
Directors takes to orient new directors
regarding:
(a) the role of the Board of Directors, its	The online resource centre of Melcor's board portal includes documents that provide guidance as to Melcor's
committees and its directors	expectations on director behaviour, roles and responsibilities.
	These documents include Melcor's board charter and the committee charters and/or terms of reference. The resource
	centre is easilyaccessible bydirectors at anytime.
(b) the nature and operation of the issuer’s	Arrangements are made for briefing sessions from appropriate senior personnel to help directors better understand
business.	Melcor’s strategy and business operations.
	Senior managers and other Melcor employees make frequent presentations at board meetings on a variety of business
	issues and strategies. In addition, external resources occasionally present at board meetings. Directors also participate
	on tours from time-to-time with local management. This provides an opportunity to meet with employees and learn
	more about Melcor’s business, development activities and asset holdings.
Briefly describe what measures the Board of	Subject to board approval, directors may enroll in professional development courses at Melcor’s expense.
Directors takes to provide continuing education for its directors.	No directors were enrolled in professional development courses at Melcor’s expense in 2022.
Ethical Business Conduct
Disclose whether or not the Board of Directors	Melcor has a Business Code of Conduct that is applicable to all directors, officers and employees.
has adopted a written code for the directors,
officers and employees. If the Board of
Directors has adopted a written code:
(a) disclose how a person or company may	Melcor’s Business Code of Conduct is available on our website at www.melcor.ca and on SEDAR at www.sedar.com .
obtain a copy of the code	It mayalso be mailed on request(see “Additional Information”,page 22).
(b) describe how the Board of Directors	All new employees are required to read and sign-off on the Code as part of the orientation process. All employees are
monitors compliance with its code	required to review and confirm compliance with Melcor’s policies annually, including the Business Code of Conduct.
(c) provide a cross-reference to any material	The Board has not granted any waiver of the Code of Conduct nor has a material change report been required or filed
change report that pertains to any	pertaining to the conduct of a director or executive officer.
conduct of a director or executive officer
that constitutes a departure from the
code
Describe any steps the Board of Directors takes	Melcor’s Business Code of Conduct outlines the Company’s conflict of interest guidelines.
to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or	If a director has a material interest in a specific topic, they are not permitted to be present when the matter is discussed or voted upon. Care is taken to ensure all director conflicts are documented in the meeting minutes.
executive officer has a material interest.
Describe any other steps the Board of Directors	Ethical business conduct is a constant focus of the Board. Board members are encouraged to interact with employees
takes to encourage and promote a culture of	and members of the management team. The Board encourages senior management to promote ethical conduct among
ethical business conduct.	all employees.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Corporate Governance Guideline	Comments
Nomination of Directors
Describe the process by which the Board of	The Corporate Governance and Compensation Committee is responsible for identifying new candidates for
Directors identifies new candidates for Board of	recommendation to the Board. The Committee considers the composition of the Board and prepares recommendations
Directors nomination.	for director nominees. This process is performed in consultation with the Executive Chair, CEO and directors.
Disclose whether the Board of Directors has a	The Corporate Governance and Compensation Committee is responsible for director nominations. All majority of
nominating committee composed entirely of	committee members are independent.
independent directors.
If the Board of Directors has a nominating	The Corporate Governance and Compensation Committee is responsible for director nominations.
committee, describe the responsibilities, powers and operation of the nominating committee.	See Appendix B: Corporate Governance and Compensation Committee Charter and the Corporate Governance and Compensation Committee report in this information circular for additional information.
Compensation
Describe the process by which the Board of	The Corporate Governance and Compensation Committee is responsible for reviewing and approving the compensation
Directors determines the compensation for the	of all Executive Officers of Melcor, including general salary structure and short and long-term incentive programs. The
issuer’s directors and officers.	Committee also discusses personnel and human resource matters, including recruitment and management succession
	plans.
	See “_Compensation Discussion and Analysis”_contained in this information circular for additional information.
Disclose whether the compensation committee	A majority (3 of 4) of the Corporate Governance and Compensation Committee members are independent directors. The
is composed entirely of independent directors.	related director, Ms. Melton, does not vote or participate in compensation related matters.
If the Board of Directors has a compensation	The Corporate Governance and Compensation Committee is responsible for reviewing the compensation levels of senior
committee, describe the responsibilities, powers	management, for succession planning and for providing advice to the Board with respect to oversight of compensation
and operation of the compensation committee.	and governance matters.
	See Appendix B and the Corporate Governance and Compensation Committee Report in this information circular for
	additional information.
Other Board Committees
If the Board of Directors has other standing	The Investment Committee reviews and approves transactions and projects that are consistent with corporate
committees, identify them and describe their	objectives as approved by the Board. See Appendix C: Investment Committee Mandate
function.
Assessments
Disclose whether or not the Board of Directors, its	The Corporate Governance and Compensation Committee has the responsibility for assessing the Board's effectiveness
committees and individual directors are regularly	as a whole. An annual self-assessment is conducted with the findings reported to the full Board by the chair of the
assessed with respect to their effectiveness and	committee.
contribution. If assessments are regularly conducted, describe the process used for the assessments.	The assessment process examines the effectiveness of the Board as a whole and specifically reviews areas that the Board members believe could be improved to ensure the continued effectiveness of the Board in the execution of its responsibilities.
	An assessment of individual directors is notperformed.
Director Term Limits and Other Mechanisms for Board Renewal
Disclose whether or not the issuer has adopted	The Board is responsible for recommending candidates for election to shareholders from time to time that together
term limits for directors	contribute the right mix of skills and qualities to the Board. To assist in making those recommendations, the Board
	periodically conducts both formal and informal reviews of the effectiveness of the Board and individual Board
	members.
	The Board is concerned that imposing arbitrary and inflexible director term limits may result in Melcor losing valued
	directors at a time when it most needs their skills, qualities and contributions, as well as their knowledge of the history
	and culture of the organization. Mandatory retirement ages pose the same risk and the Board does not want to risk the
	loss of key directors to retirement policies that seem unnecessarily arbitrary and inflexible when they force a high
	performing director off the Board. Consequently the Board has not adopted term limits for its directors but rather relies
	on the experience of its members to determine when Board renewals, Board removals and Board additions are
	appropriate.
Policies Regarding the Representation of Women	on the Board

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Corporate Governance Guideline	Comments
Disclose whether the issuer has adopted a written	While the Board has not adopted a written policy relating to the identification and nomination of women directors,
policy related to identifying and nominating	Melcor has an Employment Equity and Diversity Policy (Appendix E), which recognizes employment equity and
women directors.	diversity as values that are important to Melcor. The Board evaluates potential nominees to the Board annually by
	reviewing the qualifications of prospective members and determines their relevance, taking into consideration current
	Board composition and the anticipated skills required to round out the capabilities of the Board, including knowledge
	and diversity of membership.
Disclose whether, and if so, how, the board	The Corporate Governance and Compensation Committee does not consider the level of representation of women on
nominating committee considers the level of	the Board in identifying and nominating candidates for election or re-election to the Board. The Board evaluates
representation of women on the board in	potential nominees to the Board annually by reviewing the qualifications of prospective members and determines their
identifying and nominating candidates for election	relevance, taking into consideration current Board composition and the anticipated skills required to round out the
or reelection.	capabilities of the Board, including knowledge and diversity of membership. See Appendix E: Employment Equity and
	Diversity Policy.
Disclose whether, and if so, how, the issuer	Melcor is committed to treating people fairly, with respect and dignity, and to offering equal employment opportunities
considers the level of representation of women in	based upon an individual's qualifications. The Board and Melcor continue to recognize the contributions of women to
executive officer positions when making executive	our business
officer appointments.	In 2021, Melcor was recognized in the Globe and Mail's annual survey on gender diversity in corporate Canada titled
	Women Lead Here. The report analyzes hundreds of firms and corporations across Canada and recognizes those with a
	significant number of female executives. Melcor appears as an honouree with 38% of our total executives identifying as
	women.
	Melcor is committed to the fundamental principles of equal employment opportunities. Furthermore, Melcor’s
	employment policies and procedures provide that candidates are selected based on the primary considerations of
	experience, skill and ability. See Appendix E: Employment Equity and Diversity Policy
Disclose whether the issuer has adopted a target	Melcor has not adopted a target regarding women on its Board. In its annual review and evaluation of potential
regarding women on the board	nominees to the Board, the Corporate Governance and Compensation Committee focuses on the current Board
	composition and the anticipated skills required to round out the capabilities of the Board, including knowledge and
	diversityof its membership. See Appendix E: Employment Equityand DiversityPolicy
Disclose whether the issuer has adopted a target	Melcor has not adopted a target regarding women in executive officer positions as it is an equal employment
regarding women in executive officer positions	opportunity employer whereby candidates are selected based on the primary considerations of experience, skill and
	ability. See Appendix E: Employment Equity and Diversity Policy
Disclose the number and proportion of directors	Three of eight Board members are women (38%).
who are women.
Disclose the number and proportion of executive	One of two executive officers is a woman (50%).
officers of the issuer who are women.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Appendix A Mandate of the Board of Directors

Introduction

The primary responsibility of the board of directors (“Board”) of Melcor Developments Ltd. (the “Company”) is to oversee the management of the business and to pursue the best interests of the Company. The Board has plenary power and exercises overall responsibility for the management and supervision of the affairs of the Company.

Board Size and Criteria

Pursuant to the Articles of the Company, the Board must consist of at least 5 directors and no more than 25 directors. A majority of the directors of the Board shall be independent within the meaning of National Instrument 52-110 Audit Committees. There is no maximum age restriction for a person to be eligible to be nominated as a director. There are also no term limits for members of the Board.

Board Meetings

In order for the Board to transact business, a majority of the directors must be present, and a majority of those present must be resident Canadians. The Board shall meet on a regular basis and shall schedule a sufficient number of meetings (whether in person or virtual) to carry out its mandate, which shall occur at least once each quarter. The Board shall have an in camera session at each Board meeting with only independent directors present.

Reports from Committees/Subsidiaries

Unless waived by the Board, each committee chair shall provide a report to the Board on material matters considered by the committee at the first Board meeting after the committee's meeting. Each board of a material subsidiary that does not have the same directors as the Board shall provide a report to the Board on material matters considered by the subsidiary board at the first Board meeting after the subsidiary's meeting.

Executive Chair

The Board shall appoint an Executive Chair of the Board who shall have responsibility to ensure that the Board discharges its duties and responsibilities.

Lead Director

In the event the Executive Chair of the Board is not independent, the independent members of the Board shall appoint a Lead Director. The Lead Director will chair the meetings of the independent directors and assume other responsibilities as the Board may designate from time to time.

Governance

The Board has responsibility for developing the Company's approach to governance issues although the Governance Committee plays a key role by recommending and reporting on governance issues, including ethical conduct, to the Board. The Board may delegate specific governance issues to other committees of the Board. The Board is responsible for establishing the appropriate procedures to ensure that the Board, Board committees and individual directors can function independently of management.

General Duties

It is the duty of the directors of the Company to manage, or supervise the management of, the business and affairs of the Company. In exercising his or her duties, every director shall act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in similar circumstances. Each director shall also comply with the provisions of the Canada Business Corporations Act, and the Bylaws of the Company.

Directors' Duties and Responsibilities

The Board has responsibility for stewardship of the Company, including:

to the extent feasible, satisfying itself as to the integrity of the Chief Executive Officer (the "CEO") and other executive officers (as defined in National Instrument 51-102 Continuous Disclosure Obligations) and that the CEO and other executive officers create a culture of integrity throughout the organization;
adopting a strategic planning process and approving, on at least an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the business;
the identification of the principal risks of the Company's business, including climate-related and cyber security risks, and ensuring the implementation of appropriate systems to manage these risks;
overseeing succession planning (including appointing, training and monitoring senior management);
adopting a communication and disclosure policy for the Company;

Outside Advisors

The Board shall have the authority to retain, at the Company's expense, independent advisors and consultants to advise the Board as it determines necessary to carry out its duties and to fix the remuneration of such advisors and consultants. The Board may request any officer or employee of the Company, or the Company's internal or external auditors or legal counsel to attend a meeting of the Board or to meet with any directors of, or consultants to, the Board.

overseeing the Company's internal control and management information systems;
developing the Company's approach to corporate governance, including developing a set of corporate governance principles and guidelines that are specifically applicable to the Company, and reviewing annually the Company's Employment Equity and Diversity Policy to

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR 27

ensure that the objectives of that policy are being met, and to consider the adequacy and appropriateness of the policy in furthering the Company's objectives; and

reviewing and disclosing, no less than annually, measures for receiving feedback from stakeholders.

In addition to the above, the Board shall:

with the assistance of the Corporate Governance and Compensation Committee, review and ratify the employment, appointment, grade levels and compensation of the top five executive employees of the Company, and approve all senior officer appointments;
with the assistance of the Corporate Governance and Compensation Committee, develop a position description for the CEO, which together with other board approved policies and practices, should provide for a definition of the limits to management's responsibilities, and approve the objectives of the Company to be met by the CEO;
with the assistance of the Corporate Governance and Compensation Committee, ensure the performance of the CEO is evaluated at least annually;

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Appendix B Corporate Governance & Compensation Committee Charter

The term " Company " refers to Melcor Developments Ltd., and the term " Board " refers to the board of directors of the Company.

PURPOSE

The Corporate Governance and Compensation Committee (the " Committee ") is a standing committee appointed by the Board. The Committee is responsible for overseeing and assessing the functioning of the Board and the committees of the Board and for the development, recommendation to the Board, implementation and assessment of effective governance principles.

The Committee’s responsibilities include oversight of director and Company officers, the Company’s human resource strategies, programs and policies, including employee remuneration and compensation, together with oversight of the evaluation of management of the Company. In addition, the Committee will review and/or approve any other matter specifically delegated to the Committee by the Board and undertake on behalf of the Board such other governance initiatives as may be necessary or desirable to enable the Board to provide effective governance for the Company and contribute to the success of the Company.

COMPOSITION AND PROCEDURES

In addition to the procedures and powers set out in any resolutions of the Board, the Committee will have the following composition and procedures:

1. Composition

The Committee shall consist of at least three members of the Board of the Company (the “Board”), with the majority of members being, in the determination of the Board, “independent” as that term is defined by Multilateral Instrument 52-110, as amended from time to time, and the majority of whom shall be resident Canadians. Each member shall complete and return to the Company annually a questionnaire regarding the member’s independence. Nonindependent members shall abstain from voting on matters related to nominations and compensation.

2. Appointment and Replacement of Committee Members

The members of the Committee shall be elected by the Board annually and each member of the Committee shall hold office as such until the next annual meeting of shareholders of the Company after his or her election or until his or her successor shall be duly elected or qualified. Any member of the Committee may be removed or replaced by the Board and shall automatically cease to be a member of the Committee upon ceasing to be a director. The Board may fill vacancies on the Committee by election from its independent members. The Board shall fill any vacancy if the membership on the Committee is less than three directors. If and whenever a vacancy shall exist on the Committee, the remaining members

may exercise all its powers so long as a quorum remains in office.

3. Meetings

Committee meetings are held as required. Committee meetings may be called by the Committee chair or by a majority of the Committee members. At any meeting of the Committee, a quorum of at least two committee members must be present for the Committee to exercise any of its powers.

4. Professional Assistance

The Committee may retain special legal, accounting, financial or other consultants to advise the Committee at the Company’s expense including any search firm or any compensation consulting firm.

5. Review of Charter

The Committee will periodically review and reassess the adequacy of this Charter as it deems appropriate and recommend changes to the Board. The Committee will periodically evaluate its performance with reference to this Charter. The Committee will approve the form of disclosure of this Charter, where required by applicable securities laws or regulatory requirements, in the annual proxy circular or annual report of the Company.

6. Delegation

The Committee may delegate from time to time to any person or committee of persons any of the Committee’s responsibilities that lawfully may be delegated.

7. Reporting to the Board

The Committee will report through the Committee Chair to the Board following meetings of the Committee on matters considered by the Committee, its activities and compliance with this Charter.

SPECIFIC MANDATES OF THE COMMITTEE

The Committee shall, subject to and consistent with the Bylaws of the Company and any other applicable governance document, shall in respect of:

I. Operations of the Board

(a) assess the needs of the Board with respect to the conduct of the affairs of the Board, including:
i. the size of the Board;
ii. the frequency and location of Board and committee meetings;
iii. the availability, relevance and timeliness of discussion papers, reports and other information required by the Board;
(b) recommend at the first meeting of the Board following each annual meeting, the allocation of directors to each of the Board committees and thereafter, where a vacancy occurs at any time in the membership of any Board

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

committee, recommend a particular director to the Board to fill such vacancy;

II. Governance

(a) review periodically the Company’s approach to governance issues;
(b) review periodically the mandate for the Board and the positions description for the Executive Chair, the Chief Executive Officer, the Lead Director and the Board Committee Chairs of the Company;
(c) review periodically the charters of the committees of the Board and, where appropriate, make recommendations thereon including changes in the role, size, composition and structure of the committees;
(d) conduct periodic surveys of directors with respect to their views on the effectiveness of the Board, each committee of the Board and its Chair and individual directors;
(e) recommend policies regarding succession of the Chair, CEO and CFO of the Company;
(f) assess the effectiveness and review the performance of the Board as a whole and each committee of the Board, including the Committee and the Executive Chair, CEO and CFO of the Company;
(g) review the Company’s director qualification criteria including the number of boards on which directors may sit, director tenure, retirement and succession;
(h) review and approve an individual director’s request to engage an outside advisor at the expense of the Company;

III. Board Composition and Director Nominations

(a) review periodically the competencies, skills and personal qualities required of directors in order to add value to the Company, in light of:
i. the activities of the Company and the nature of its investments;
ii. the need to ensure that a majority of the Board is comprised of individuals, each of whom meets the requirements set out under the heading
- "COMPOSITION AND PROCEDURES – 1. Composition" above;
iii. any other governance agreements to which the Company is a party;
iv. the Company's governance guidelines (including the Employment Equity and Diversity Policy);
(b) review the competencies, skills and personal qualities of each existing director or director nominees, and the contributions made by the director to the effective operation of the Board and any significant change in the primary occupation of the director;
(c) ensure director nominees understand the demands and expectations of a director of the Company and the role of the Board and its committees;
(d) in consultation with the Board, the Executive Chair, the CEO and management, identify qualified individuals and recommend to the Board the new director nominees for the next annual meeting of shareholders;
(e) oversee an orientation program to familiarise new directors with the business and operations of the Company

including the reporting structure, strategic plans, significant financial, accounting and risk issues and compliance policies, management and the external auditors;

IV. Director Protection

(a) review periodically the directors and officers insurance policy applicable to the Company and make recommendations for its renewal or amendment or the replacement of the insurer;
(b) administer all policies of or agreements by the Company with respect to the indemnification by the Company of directors and officers, if any, of the Company;

V. Director, Officers and Employee Compensation

(a) review periodically director and officer compensation and the compensation terms that adequately reflect the responsibilities being assumed by directors/officers, and committee chairs and members;
(b) review and recommend to the Board the employment, appointment, and compensation arrangements of the Executive Chair and CEO of the Company
(c) in conjunction with the CEO, review and recommend to the Board the employment and appointment of the top executives of the Company and approve their compensation arrangements, and make changes in these arrangements upon annual reviews of their performance;
(d) oversee the evaluation of the Company's CEO;
(e) review the CEO's annual evaluation of the performance of the management committee and key managers of the Company, and approve the CEO's recommendations with respect to compensation, incentive compensation plans and equity-based plans to be provided to such employees;
(f) review and administer equity compensation plans of the Company for the benefit of employees of the Company and its subsidiaries;
(g) review and approve corporate goals and objectives relevant to Executive Chair and CEO compensation, evaluate the Executive Chair and CEO’s performance in light of those goals and objectives, and make recommendations with respect to the Executive Chair and CEO’s compensation level based on this evaluation;

VI. Reporting and Disclosure Requirements

(a) review and approve the annual corporate governance report to be made in either the annual report to the Company's shareholders or the proxy circular prepared in connection with the Company's annual meeting describing the corporate governance practices of the Company with reference to the reporting requirements of the Toronto Stock Exchange or other applicable securities law requirements;
(b) review and approve the executive compensation disclosures to be made in the proxy circular prepared in connection with the Company's annual meeting;
(c) review the "Insider Trading Policy" of the Company;
(d) review at least annually the "Code of Business Conduct" of the Company;
(e) review at least annually the "Whistleblower Policy" of the Company;
(f) review at least annually the "Mandate of the Board of Directors" of the Company;

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(g) review at least annually the position description for the Executive Chair, CEO, Lead Director, and Board committee chairs of the Company;

VII. Other Items

(a) review periodically legislation applicable to the operation of the Company’s business.
(h) review at least annually the "Audit Committee Charter";
(i) review at least annually compliance with any governance agreements; and

Appendix C Investment Committee Mandate

Overview and Purpose

The Investment Committee is a committee of Officers of Melcor Developments Ltd. (“Melcor”) whose purpose is to assist the Board and the CEO in achieving corporate mission, goals, objectives and obligations. The main purpose of the Committee is to ensure that all investment activity is scrutinized and recommended by individuals who are knowledgeable and adequately informed by management.

Its responsibilities include:

Review and recommend those major business transactions to the Board which require Board approval.
Together with senior management, recommend and discuss appropriate employee remuneration amounts to the Corporate Governance and Compensation Committee.

Membership and Attendance at Meetings

Investment Committee appointments are recommended by the Executive Chair and are approved by the Board of Directors.

The Investment Committee are comprised of the following members:

Board Executive Chair;
Chief Executive Officer;
Chief Operating Officer;;
Chief Financial Officer;
Other Board members and/or Management members as recommended by the Executive Chair and approved by the Board.
The Chair of the Investment Committee is the Board Executive Chair.
Meetings are called by the Chair.
Attendance by other than committee members at committee meetings, in whole or in part, shall be at the invitation of the Chair of the Investment Committee.

Committee members must be knowledgeable on real estate investment and be prepared to do proper work required to make informed investment decisions. This would include market knowledge, detailed review of development plans and analyzing pro forma packages prepared by management.

Duties and Responsibilities Related to Major Business Transactions

The Investment Committee reports to the Board of Directors with updates at regular board meetings.

The Investment Committee is responsible for oversight of transactions and projects that are consistent with corporate objectives in accordance with Melcor’s Annual Business Plan and budgets, as approved by the Board. Responsibilities include:

a. Budget consultation and recommendation regarding real estate investment activity.
b. As relates to the Community Development Division:
i. Approval of new land division subdivisions;
ii. Approval of business plan relating to new phases of development;
iii. Approval of proforma for a new phase of development;
iv. Consultation and approval of pricing service lots;
v. Pre‐sale and financing approval;
vi. Approval of sale of the commercial/multi family land;
vii. Transfer of commercial/multi family land to the Property Development Division;
viii. Approve acquisitions of land for a future development; and
ix. Sale of undeveloped land.
c. As relates to the Property Development Division:
i. Approve business plan relating to property development of income properties;
ii. Consultation with division on opportunities to develop income producing real estate;
iii. Approval of income property development;
iv. Approval of financing of income producing properties.

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The Investment Committee is authorized to approve transactions and projects based on the following transaction/ project cost limits:

Current Approved Limit (CAD)	Current Approved Limit (CAD)
Community Development
Acquisition of Lands	$20,000,000
Sale of Raw Land	$20,000,000
Land Development Projects (by phase)	$25,000,000
Options/Non‐refundable Deposits	$2,500,000
Property Development
Acquisition of Lands	$20,000,000
Property Development Projects (by phase)	$25,000,000
Investment Properties
Acquisition of Properties	$20,000,000
Sale of Properties	$20,000,000
Financing Approvals	$20,000,000
Guarantees	$20,000,000
Capital Projects	$7,500,000
Options/Non‐refundable Deposits	$2,500,000

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Appendix D Position Descriptions

Executive Chair

Take steps to foster the Board's understanding of its responsibilities and boundaries with management;
Establish any other procedures to govern the effective and efficient conduct of the Board's work; and

A key responsibility of the Executive Chair of the Board of Directors, in addition to his responsibilities as a senior member of the executive management team of the Corporation, is to provide leadership to the Board to enhance Board effectiveness. The Board has ultimate accountability for supervision of the management of the Company. Critical to meeting this accountability is the relationship between the Board, management, shareholders and other stakeholders. The Executive Chair, as the presiding member, must oversee that these relationships are effective, efficient and further the best interests of the Corporation.

The Executive Chair reports to the Board. The Executive Chair shall:

Chair all meetings of the Board of Directors and shareholders;
Lead the Board in ensuring that the Board assumes its duties and responsibilities for the stewardship of the Corporation as set out in the Corporate Governance Guidelines as approved by the Board, the constating documents of the Corporation and corporate law;
Ensure, in cooperation with the COO and the Board, that there is an effective succession plan in place for the CEO position and the other senior management positions of the Company;
Assist the COO and other members of the senior management team in the short and long range planning activities of the Corporation including the acquisition and growth strategies and is a member of the Investment Committee;
Ensure the development, on an annual basis, of the corporate objectives which the COO is responsible for meeting, for the review and approval of the Board;
Establish the agenda for meetings of the Board in conjunction with the COO, and ensures the proper and timely flow of information to the Board sufficiently in advance of the meetings;
Act as a liaison between the Corporation's management and the Board where and if required;
Carry out other duties as requested by the Board.

Lead Director

The Chair of the Corporation is not independent due to his role as a member of the senior management group of the Corporation. Therefore, in keeping with the spirit and intent of good corporate governance and following the recommendations of the corporate governance guidelines set out by the Canadian Securities Administrators, the Board has appointed one of its independent directors to fill the role of Lead Director.

The following outlines the duties and responsibilities of the Lead Director:

Develop the agenda for the Executive Sessions of the Board (i.e. without management present), with such sessions to be held at least 2 times each year, or as required or deemed necessary, and to chair such Executive Sessions;
Act as a liaison between the Corporation's management and the Board where and if required;
Ensure the Board is carrying out its responsibilities in accordance with good governance practices, the constating documents of the Corporation, the approved corporate governance guidelines and that the Board is enabled to carry out its duties as prescribed and under the law.
Consider any other appropriate structures and procedures to ensure that the Board can function independently of management; and
Undertake the lead on any other corporate governance matters that the Board may request from time to time.
In conjunction with the COO, represent the Corporation before its stakeholders, including shareholders, managers and employees, the investment community, the industry and the public;
Undertake the lead on any corporate governance matter that the Board may request from time to time;
Develop and maintain a good working relationship between the office of the Executive Chair, COO and management, and the Board to assure open communications, cooperation, interdependence, mutual trust, respect, and commonality of purpose;

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Corporate Governance & Compensation Committee Chair

The prime responsibility of the Chair of the Corporate Governance & Compensation Committee (“CGCC”) is to provide leadership to the CGCC to ensure its effectiveness. Critical to meeting this accountability is ensuring that the Corporation has in place an appropriate and effective system of corporate governance.

The Chair of the CGCC shall:

Set the tone for the work of the CGCC;
Set the agenda and chair CGCC meetings, and ensure distribution of meeting materials and minutes;
Oversee the logistics of the committee's operations and ensure compliance with the approved terms of reference of the CGCC; and
Report to the full Board on the decisions and recommendations of the CGCC.

Chief Executive Officer

The Chief Executive Officer (CEO) reports to the Board of Directors. The duties and responsibilities of the position include, but are not limited to, the following:

Develop and recommend to the Board a long-term strategy and vision for the Corporation that leads to the creation of shareholder value;
Develop, on an annual basis, the corporate objectives for which the CEO will be held accountable, for the review and approval of the Board;
Overall responsibility for the operations of the Corporation, and to ensure that the day-to-day business affairs of the Corporation are appropriately managed;
Chairs the Investment Committee and may attend Management Committee meetings;
Foster a corporate culture that promotes ethical practices, encourages individual integrity, and fulfils social responsibility;

Chief Operating Officer

The Chief Operating Officer (COO) reports to the CEO. The duties and responsibilities of the position include, but are not limited to, the following:

Assist the CEO to develop and recommend to the Board a long-term strategy and vision for the Corporation that leads to the creation of shareholder value;
Develop, on an annual basis, the corporate and personal objectives for which the COO will be held accountable, for the review and approval of the CEO & the Board, including achieving budgeted forecasts;
Assist the CEO with the responsibility for the operations of the Corporation, and to ensure that the day-to-day business affairs of the Corporation are appropriately managed;
Chairs the Management Committee and is a member of the Investment Committee;
Foster a corporate culture that promotes ethical practices, encourages individual integrity, and fulfils social responsibility;
Maintain a positive and ethical work climate that is conducive to attracting, retaining, and motivating a diverse group of top-quality employees at all levels;
Assemble and lead an effective and efficient organization that is capable of meeting the Corporation’s objectives; ensuring that corporate policies are understood and are properly interpreted and administered by the organization;
Consistently strive to achieve the company's financial and operating goals and objectives, as recommended to and approved by the Board;
Begin formal mentorship with the CEO for eventual succession and ensure that the Company has an effective management team below the level of the COO, and has an active plan for its development and succession;
Formulate and oversee the implementation of major corporate policies; and
In conjunction with the CEO, to represent the Corporation before its stakeholders, including employees, customers, shareholders, the investment community, the industry and the public.
Maintain a positive and ethical work climate that is conducive to attracting, retaining, and motivating a diverse group of top-quality employees at all levels;
Consistently strive to achieve the company's financial and operating goals and objectives, as recommended to and approved by the Board;
Ensure that the Company has an effective management team below the level of the CEO, and has an active plan for its development and succession; and
In conjunction with the Board, to represent the Corporation before its stakeholders, including employees, customers, shareholders, the investment community, the industry and the public.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

Appendix E Employment Equity & Diversity Policy

Introduction

This Employment Equity and Diversity Policy (the "Policy") sets out the approach to employment equity and diversity of Melcor Developments Ltd. (the "Company").

Scope and Application

"Employment equity" recognizes the value and dignity of each individual and ensures that each individual will have genuine, open and unhindered access to employment opportunities with the Company. Employment equity involves hiring the most suitably qualified candidate for any open position while ensuring that the hiring process and the qualifications required for each position are fair and equitable for all persons.

"Diversity" involves recognizing and valuing the unique contribution people can make to the Company because of their individual background, different skills, experiences and perspectives. The Company also recognizes that diversity within the workforce will generate value for the Company's stakeholders (including its customers, shareholders, employees, and the communities in which it operates). Fostering diversity also allows the Company to attract, retain and motivate employees from the widest pool of available talent.

The Company will take all appropriate steps to ensure that throughout the entire organization both a high standard of employment equity, and a culture accepting and encouraging of diversity, are maintained at all times.

Policy Statement

The Company will retain, promote and hire the best people it can, focusing on actual and potential contribution in terms of their performance, competence, collaboration and professional accountability. Management will ensure that all employmentrelated decisions are based on principles of individual merit and achievement such as job performance, skills, knowledge, and abilities relevant to specific positions and not on factors unrelated to a person’s performance or ability to do the job.

Management will make reasonable accommodation for qualified individuals with known disabilities unless doing so would result in an undue hardship.

Management will lead this Employment Equity and Diversity Policy by regarding it as a key business issue and an essential part of the Company's day to day business activities.

The Board will annually review (i) Management’s report to the Board regarding the proportion of women in the Company’s workforce throughout the Company's various offices and across its various employment levels; and (ii) this Employment Equity and Diversity Policy to determine if the objectives of the Policy are being met and to consider the adequacy and appropriateness of the Policy in furthering the Company’s objectives.

Any employee with questions or concerns about discrimination in the workplace is encouraged to bring these issues to the attention of their immediate Supervisor, the Company's Human Resources department, or any senior officer of the Company. Employees can raise concerns and make reports without fear of reprisal. It is also a violation of this Policy for anyone to knowingly make a false complaint of discrimination, or to provide false information about a complaint. Anyone found to be engaging in any type of unlawful discrimination will be subject to disciplinary action, up to and including termination of employment.

This Policy will be published on the Company's website for public information purposes.

The Company will foster an inclusive culture, accepting and encouraging of diversity within its workforce, and will not discriminate in its employment practices on the basis of gender, race, ethnicity, sexual orientation, religion, age, disability, or any other characteristic protected by law. This includes all aspects of employment at every level within the Company (i.e. - from the Board of Directors (the "Board") level on down), including: hiring; job assignment; compensation; discipline; termination; access to benefits; and training. In order to garner the full benefits of diversity (including the availability of the widest pool of available talent), Management will periodically review the Company's recruitment and selection practices at all levels (from the Board level on down) to ensure they are appropriately structured so that a diverse range of candidates are considered and that there are no conscious or unconscious biases that might discriminate against certain candidates.

Melcor Developments Ltd. 2023 INFORMATION CIRCULAR

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Melcor Developments Ltd. — Proxy Solicitation & Information Statement 2023

43557_rns_2023-03-24_0e7e831f-4bfe-47b6-b96a-bbcd1546c344.pdf

MELCOR DEVELOPMENTS LTD.

Management Information Circular for the 2023 Annual General Meeting of Shareholders

Your Vote is Important

Date of Information

Other Information

Forward-Looking Statements

WE WELCOME YOU TO Our 54th Annual Meeting of Shareholders

ONLINE

NOTICE OF THE 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS

ONLINE:

AT THE MEETING YOU WILL BE ASKED TO:

General Information

Notice-and-Access

Requesting Paper Copies

Melcor Developments Ltd.

Registered and Beneficial Shareholders

Annual and Interim Reports

NOTE: You will remain on this list until you request removal.

Frequently Asked Questions About the Meeting

Who is soliciting my proxy?

What will I be voting on?

How will my proxy be voted?

If you return a proxy, but do not specify a choice, your common shares will be voted:

How will these matters be decided?

Who counts the votes?

How can I contact the Transfer Agent?

How many votes do I have?

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Business to be Conducted At the Meeting

MAJORITY VOTING POLICY

EMPLOYMENT EQUITY & DIVERSITY POLICY

4. APPOINT AUDITORS

Voting Instructions

Nominees for Election To the Board of Directors

Bruce Pennock

Kathleen Melton, ICD.D

Related

Janet Riopel, ICD.D

Catherine Roozen

Independent | Lead Director

Ralph Young Edmonton, Alberta, Canada Independent

Compensation Discussion & Analysis

Skills and Experience of CGCC Members

Executive Compensation Philosophy & Strategy

Compensation Consultants

Executive Compensation-Related Fees

Total Compensation Components

Base Salary

Short-Term Incentive

Incentive Formula for Executive Officers

Other Senior Executives

Long-Term Incentive (Equity Based)

Other Compensation & Employment Benefits

Assessment of Risk Associated with Melcor’s

Compensation Policies and Practices

Compensation Decision-Making Process

Executive Officers

Other Senior Executives

Relationship Between Company Performance & NEO Compensation

NEO Total Pay vs. 5 Year Share Return

NEO Total Pay vs. Key Metrics (per share)

Summary Compensation for Named Executive Officers

Fiscal 2022 Compensation Mix

Pension Plan Benefits

Employment Contracts

Option & Share Based Awards - Outstanding

Incentive Plan Awards – Value Vested or Earned During 2022

Director Compensation

Director Compensation Summary

Retainers and Fees

Shareholdings of Independent Directors

Equity Compensation Plan Information

Melcor Developments Ltd. Proxy Solicitation & Information Statement 2023