Olympia Financial Group Inc. — Proxy Solicitation & Information Statement 2023

May 17, 2023

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT AN ANNUAL MEETING (the “ Meeting ”) of holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) of Olympia Financial Group Inc. (the “ Corporation ”) will be held at 4000, 520 – 3 Avenue S.W., Calgary, Alberta, at 2:00 p.m., on June 19, 2023, for the following purposes:

1. to receive and consider the audited financial statements of the Corporation dated December 31, 2022, together with the report of the auditor thereon;

2. to consider and, if thought advisable, pass a resolution fixing the number of directors at seven (7);

3. to elect the Board of Directors of the Corporation for the ensuing year;

4. to reappoint PricewaterhouseCoopers LLP, Chartered Accountants as auditor of the Corporation for the ensuing year and to authorize the Board of Directors to fix the auditor’s remuneration; and

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

All Shareholders are encouraged to vote in advance of the meeting by mail, telephone or internet in the manner set out in the meeting materials that have been sent to Shareholders, copies of which can be accessed on our website at www.olympiafinancial.com/financial-information-shareholder-meeting-materials.html and can be found on SEDAR under the Corporation’s profile at www.sedar.com.

A live audio of the meeting will be available by conference call by dialing:

(587) 328-1099 (Calgary)

(778) 907-2071 (Vancouver)

(647) 374-4685 (Toronto) (438) 809-7799 (Montréal)

(204) 272-7920 (Winnipeg)

and then entering Meeting ID 883 8217 8687 and the passcode #972115. Please dial in 15 minutes prior to the call to secure a line.

Specific details of the matters to be put before the Meeting are set forth in the management information circular accompanying this Notice (the " Information Circular ").

The record date for determination of Shareholders entitled to receive notice of and to vote at the Meeting is May 10, 2023 (the " Record Date "). Only Shareholders whose names have been entered in the register of Common Shares at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. Each Common Share entitled to be voted at the Meeting will entitle the holder to one vote at the Meeting. Shareholders are requested to complete, sign, and return the applicable accompanying form of proxy for use at the Meeting, whether or not they are able to attend personally, as described in the Information Circular.

You are a registered Shareholder if your Common Shares are held in your name and you have a certificate representing such Common Shares. If you are a registered Shareholder and are unable to attend the Meeting in person, please date, complete and sign the enclosed form of proxy and deliver it to the Corporation’s transfer agent,

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Olympia Trust Company, in accordance with one of the methods of delivery described on the form of proxy, which include by: (i) mail to PO Box 128, STN M, Calgary, Alberta, T2P 2H6; (ii) facsimile to (403) 668-8307; (iii) email to proxy@olympiatrust.com; or (iv) go to https://css.olympiatrust.com/pxlogin and enter the 12 digit control number shown on the back of the proxy. In order to be valid and acted upon at the Meeting or at any adjournment or postponement thereof, proxies must be received by Olympia Trust Company as aforesaid at least 48 hours (excluding Saturdays, Sundays, and statutory holidays in the Province of Alberta) prior to the time set for the Meeting or any adjournment or postponement thereof. The Corporation may waive the proxy cut-off time without notice in its discretion.

Failure to deposit a form of proxy in accordance with the foregoing may result in its invalidation.

You are a beneficial Shareholder if your Common Shares are held in the name of an intermediary or a nominee. If you are a beneficial Shareholder, please date, complete, sign and return the voting instruction form provided by your broker or other intermediary in accordance with the instructions provided therein.

DATED the 11[th] day of May 2023.

By Order of the Board of Directors (Signed) “Richard Skauge” Richard Skauge President & Chief Executive Officer, Chairman and Director

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OLYMPIA FINANCIAL GROUP INC.

MANAGEMENT INFORMATION CIRCULAR

for the annual meeting of holders of common shares to be held on June 19, 2023

Effective Date

Except where indicated otherwise, the following information is dated May 11, 2023, and all dollar amounts are in Canadian dollars.

Solicitation of Proxies

This management information circular (“ Management Information Circular ”) is furnished in connection with the solicitation by management of Olympia Financial Group Inc. (the “ Corporation ”) of proxies for the annual meeting of the holders (the “ Shareholders ”) of the common shares (the “ Common Shares ”) of the Corporation (the “ Meeting ”) to be held on June 19, 2023, at 2:00 p.m., at the offices of the Corporation, 4000, 520 – 3 Avenue S.W., Calgary, Alberta, or at any adjournment thereof, for the purposes set out in the accompanying notice of meeting (“ Notice of Meeting ”).

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally by telephone, facsimile, or other electronic means by directors, officers or employees of the Corporation, who will not be specifically remunerated for such activities, or by proxy solicitation services. In accordance with National Instrument 54-101, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees, and fiduciaries to forward solicitation materials to the Beneficial Shareholders (as defined below) of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Corporation.

Notice and Access

The Corporation has chosen to use the Notice and Access model for delivery of Meeting Materials (as defined below) to Shareholders for the Meeting. Under the Notice and Access model, each Shareholder still receives an instrument of proxy (the “ Instrument of Proxy ”) or voting instruction form enabling them to vote at the Meeting. However, instead of receiving a paper copy of this Management Information Circular, Notice of Meeting, annual financial statements and related management discussion and analysis for the Meeting (the " Meeting Materials "), each Shareholder receives a notice: (a) stating the date, time, and location of the Meeting; (b) identifying the matters to be acted upon at the Meeting; and (c) explaining how to access such Meeting Materials on-line. This is more environmentally friendly as it reduces paper use and the cost to Shareholders of printing and mailing the meeting materials.

Shareholders may request that a paper copy of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date that this Management Information Circular was filed on SEDAR by:

• (a) Calling toll free at 1-866-668-8379; or

(b) Sending an email to: cssinquiries@olympiatrust.com

Requests should be received at least ten (10) business days in advance of the proxy deposit date set out in the accompanying instrument of proxy or voting instruction form to receive the Meeting Materials in advance of such date and the Meeting date.

The Corporation has determined that only those Shareholders with existing instructions on their account to receive paper material will receive a paper copy of the meeting materials with this notification.

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Shareholders with questions about notice and access can call the above referenced toll-free number .

Appointment and Revocation of Proxies

Shareholders who wish to be represented at the Meeting by proxy must complete and deliver the Instrument of proxy or other proper form of proxy to Olympia Trust Company in the manner set out in the Instrument of Proxy and described below. Shareholders are entitled to vote on all matters as described in the Instrument of Proxy. The persons named (the “ Management Designees ”) in the Instrument of Proxy have been selected by the directors of the Corporation and have indicated their willingness to represent as proxy the shareholder who appoints them.

A Shareholder has the right to designate a person (who need not be a Shareholder) other than the Management Designees to represent him or her at the Meeting . Such right may be exercised by inserting in the space provided for that purpose on the Instrument of Proxy the name of the person to be designated and by deleting therefrom the names of the Management Designees, or by completing another proper Instrument of Proxy and delivering the same to the transfer agent of the Corporation. Such Shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as proxy and should provide instructions on how the Shareholder’s shares are to be voted. The nominee should bring personal identification with him or her to the Meeting. In any case, the Instrument of Proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached, where an attorney executed the Instrument of Proxy.

An Instrument of Proxy will not be valid for the Meeting or any adjournment thereof unless it is completed and delivered to the Corporation’s transfer agent, Olympia Trust Company, by mail at: PO Box 128 STN M Calgary, Alberta, T2P 2H6 Attn: Proxy Department or by hand at: Suite 4000, 520 – 3 Avenue S.W. Calgary, Alberta, T2P 0R3, at least fortyeight (48) hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, before the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

A Shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. In addition to revocation in any other manner permitted by law, a proxy may be revoked by depositing an instrument in writing executed by the Shareholder or by his authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized by the corporation, with Olympia Trust Company, by mail at: PO Box 128 STN M Calgary, Alberta, T2P 2H6 Attn: Proxy Department or by hand at: Suite 4000, 520 – 3 Avenue S.W. Calgary, Alberta, T2P 0R3, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chairman of such Meeting on the day of the Meeting, or any adjournment thereof. In addition, a proxy may be revoked by the Shareholder personally attending the Meeting and voting his or her shares.

The Corporation will not send proxy-related materials directly to non-objecting Beneficial Shareholders and such materials will be delivered to non-objecting Beneficial Shareholders by Broadridge Financial Solutions, Inc. (“ Broadridge ”) or through the non-objecting Beneficial Shareholder’s intermediary. The Corporation will pay for the costs of an intermediary to deliver to objecting Beneficial Shareholders the proxy related materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary of National Instrument 54-101.

Voting of Proxies

Each Shareholder may instruct his proxy how to vote his Common Shares by completing the blanks on the Instrument of Proxy. All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting (including the voting on any ballot), and where a choice with respect to any matter to be acted upon has been

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specified in the Instrument of Proxy, the Common Shares represented by the proxy will be voted in accordance with such specification.

In the absence of any such specification as to voting on the Instrument of Proxy, the Management Designees, if named as proxy, will vote in favour of the matters set out therein. In the absence of any specification as to voting on any other form of proxy, the Common Shares represented by such form of proxy will be voted in favour of the matters set out therein.

The enclosed Instrument of Proxy confers discretionary authority upon the Management Designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Corporation is not aware of any amendments to, variations of or other matters that may come before the Meeting. In the event that other matters come before the Meeting, then the Management Designees intend to vote in accordance with the judgment of management of the Corporation.

Notice to Beneficial Shareholders

The information set forth in this section is of significant importance to many holders of Common Shares, as a substantial number of holders of Common Shares do not hold Common Shares in their own name. Holders of Common Shares who do not hold their Common Shares in their own name (referred to in this Management Information Circular as “Beneficial Shareholders”) should note that only proxies deposited by Shareholders whose names appear on the records maintained by the Corporation’s registrar and transfer agent as registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, likely, not be registered in the Beneficial Shareholder’s name. Such Common Shares will more likely be registered under the name of the Beneficial Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for the Canadian Depository for Securities, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. The Corporation does not know for whose benefit the Common Shares registered in the name of CDS & Co. are held.

There are two ways to vote Common Shares held by your broker or nominee. Applicable regulatory policy requires intermediaries to seek voting instructions from Beneficial Shareholders in advance of the Meeting. Each intermediary or broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Instrument of Proxy provided directly to registered Shareholders by the Corporation. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions about

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the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder, should enter their own names in the blank space on the Instrument of Proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

All references to Shareholders in this Management Information Circular and the accompanying Instrument of Proxy and Notice of Meeting are to registered Shareholders unless specifically stated otherwise.

Voting Shares

As at May 11, 2023 (the “ Effective Date ”), the Corporation has an authorized capital consisting of an unlimited number of Common Shares without nominal or par value, of which 2,406,336 Common Shares are issued and outstanding. In addition, the Corporation is authorized to issue an unlimited number of preferred shares issuable in series, none of which are currently issued.

Shareholders of record at the close of business on May 10, 2023 (the “ Record Date ”) are entitled to vote such Common Shares at the Meeting on the basis of one vote for each Common Share held except to the extent that, (a) the Shareholder has transferred the ownership of any Common Shares after the Record Date, and (b) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that it owns the Common Shares, and demands not later than ten (10) days before the day of the Meeting that his or her name be included in the list of persons entitled to vote at the Meeting, in which case the transferee will be entitled to vote such Common Shares at the Meeting.

Principal Holders of Voting Shares

To the knowledge of the directors and Named Executive Officers (as hereinafter defined in “Compensation Discussion and Analysis”) of the Corporation, as at the Effective Date, the following individual is the only Shareholder beneficially owning, directly or indirectly, Common Shares carrying more than ten (10%) percent of the voting rights of the outstanding Common Shares of the Corporation:

NAME OF SHAREHOLDER	NUMBER OF COMMON SHARES BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY	PERCENTAGE OF COMMON SHARES BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY
Richard Skauge	711,066(1)	29.54%

NOTE:

(1) Of the 711,066 Common Shares controlled by Richard Skauge: 72,700 Common Shares are held personally; 23,537 Common Shares are held by his spouse, Linda Skauge, personally; 355 Common Shares are held by his spouse, Linda Skauge, in her registered retirement saving plan (RRSP); 109 Common Shares are held by Exempt Experts Inc. (a company controlled by Richard Skauge); 3,200 Common Shares are held by Read Brandon Inc. (a company controlled by Richard Skauge) and 611,165 are held by Tarman ATM Inc. (a company controlled by Richard Skauge).

Quorum for Meeting

The by-laws of the Corporation provide that one (1) person present in person at the Meeting, being a Shareholder entitled to vote or a duly appointed proxy or representative for an absent Shareholder so entitled, representing in person or by duly appointed proxy of 5% of the Corporation’s issued and outstanding Common Shares constitutes a quorum for the purpose of the Meeting.

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Interest of Certain Parties in Matters to be Acted Upon

Other than as set forth herein, the Corporation is not aware of any other material interest of any director or executive officer of the Corporation or associate or affiliate thereof, in any matter to be acted upon at the Meeting.

Approval Requirements

All the matters to be considered at the Meeting are ordinary resolutions requiring approval by more than 50% of the votes cast in respect of the resolution by or on behalf of Shareholders present in person or represented by proxy at the Meeting.

Compensation Discussion and Analysis

The following compensation discussion and analysis outlines the design, provisions and total value of the Corporation’s executive and director compensation for the fiscal year ending December 31, 2022. For the purposes of the following discussion and analysis, the term “Named Executive Officers” means individuals who were acting as, or were acting in a capacity similar to, a chief executive officer or chief financial officer and the three most highly compensated individuals employed or retained by the Corporation whose total compensation exceeded $150,000 per annum.

Compensation Philosophy

The main objective of the compensation program is to reward Named Executive Officers and directors for their contributions to the achievements of the Corporation. The Corporation’s pay-for-performance philosophy seeks to align the interests of Named Executive Officers and directors with the interests of Shareholders. At the same time, a key component of the Corporation’s compensation approach is the development and maintenance of a framework for executive compensation which is competitive and allows for the Corporation to attract, retain, and motivate qualified high performing executives.

The Corporation’s pay-for-performance compensation philosophy is intended to provide a link between an executive’s total direct compensation and both the Corporation’s business performance and the Named Executive Officer’s own individual performance. Philosophically, the amount that a Named Executive Officer could earn depends to a significant degree upon how well the business performs overall and how the Named Executive Officer performs in his or her specific area. The Corporation’s compensation philosophy is to: (a) establish compensation opportunities that resemble those of an entrepreneur; and (b) provide a type of compensation which has the ability to fluctuate up or down depending on the specific profitability of each Named Executive Officer’s area of control (however the President & Chief Executive Officer and the Executive Vice-President’s compensation is tied, in whole or in part, to the profitability of the Corporation as a whole).

Elements of Compensation

The Corporation’s compensation policies are designed to recognize and reward individual performance as well as to provide a competitive level of compensation. The Corporation’s current compensation plan consists of the following elements: (a) management or employment contracts; (b) base salaries; (c) incentive bonuses based on profit sharing; and (d) benefits and perquisites. A description of each element and its purpose is described below.

Management or Employment Contracts

The Corporation uses management or employment contracts as a means to incent certain executives to maximize the profitability of their applicable business units and the profitability of the Corporation as a whole. A summary of each management or employment agreement that the Corporation has with the Named Executive Officers is set out as follows.

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The Corporation has entered into a management services agreement with Tarman ATM Inc. (“ Tarman ”) to supply the services of Richard Skauge or Craig Skauge as President & Chief Executive Officer of the Corporation. Richard Skauge is the controlling shareholder of Tarman. Pursuant to the agreement, Tarman is entitled to: (a) an incentive bonus equal to 1% of the first $1,000,000 per month of health claims and 0.5% on any health claim amounts in excess of $1,000,000 per month made with the Health Plan Division; (b) an incentive bonus equal to 20% of the pre-tax earnings of the Investment Account Services Division; (c) an incentive bonus equal to 6% of the pre-tax earnings of the Currency & Global Payments Division, after the Corporation has recovered all losses; (d) an incentive bonus equal to 6% of the pre-tax earnings of the Corporate and Shareholder Services Division; (e) a Health Spending Plan benefit of up to $17,500 per annum; and (f) underground parking stall at the Corporation’s head offices.

The Corporation, Olympia Trust Company and Olympia Benefits Inc. (as successor to Exempt Edge Inc.) have entered into an employment agreement with Craig Skauge, Executive Vice President of the Corporation, and President & Chief Executive Officer of Olympia Trust Company. Pursuant to his employment agreement, Craig Skauge is entitled to: (a) an incentive bonus equal to 13% of the pre-tax earnings of the Investment Account Services Division, provided that Craig Skauge shall receive a minimum incentive bonus of $500,000 per annum; (b) an incentive bonus equal to 1% of the pre-tax earnings of the Corporation; (c) an incentive bonus equal to 10% of the pre-tax earnings of Exempt Edge division; (d) an incentive bonus equal to 10% of the pre-tax earnings of the Corporate and Shareholder Services Division; (e) an incentive bonus equal to 3% of the pre-tax earnings of the Currency & Global Payments Division; (f) a Health Spending Plan benefit of up to $17,500 per annum; and (g) underground parking stall at the Corporation’s head offices.

The Corporation has entered into an employment agreement with Jennifer Urscheler, Chief Financial Officer of the Corporation. Pursuant to her employment agreement, Ms. Urscheler is entitled to receive: (a) a salary of $300,000 per annum; (b) a Health Spending Plan benefit of up to $17,500 per annum; and (c) underground parking stall at the Corporation’s head offices. In the event that the Corporation or Olympia Trust Company undergoes a change of control, the Corporation shall pay Ms. Urscheler $300,000.

The Corporation has entered into an employment agreement with Andrea Gillis, Executive Vice President, Investment Account Services, Securities of Olympia Trust Company. Pursuant to her employment agreement, Ms. Gillis is entitled to receive: (a) an incentive bonus equal to 4% of the pre-tax earnings of the Investment Account Services Division, provided that Ms. Gillis shall receive a minimum incentive bonus of $400,000 per annum; (b) a Health Spending Plan benefit of up to $17,500 per annum; and (c) underground parking stall at the Corporation’s head offices.

The Corporation has entered into an employment agreement with Kelly Revol, Executive Vice President, Investment Account Services, Mortgages of Olympia Trust Company. Pursuant to her employment agreement, Ms. Revol is entitled to receive: (a) an incentive bonus equal to 4% of the pre-tax earnings of the Investment Account Services Division, provided that Ms. Gillis shall receive a minimum incentive bonus of $400,000 per annum; (b) a Health Spending Plan benefit of up to $17,500 per annum; and (c) underground parking stall at the Corporation’s head offices.

Base Salaries

The purpose of the base salary is to provide executives with a minimum amount of compensation that is not linked directly to profitability.

Incentive Bonuses

Incentive bonuses are a short-term compensation element, designed to reward Named Executive Officers on a monthly basis. Determination of the amount of bonus awarded to each Named Executive Officer is outlined in each Named Executive Officer’s management or employment contract (See Management or Employment Contracts and Executive Compensation Summary Table for further information regarding the details of the Corporation’s incentive bonuses).

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Benefits and Perquisites

In addition to the compensation elements set out above, the Named Executive Officers are also entitled to certain perquisites, such as underground parking and reimbursable health expenses.

Compensation Governance

The Corporation’s board of directors (the “ Board “) has established a Compensation Committee that reviews and provides recommendations to the Board in respect to the performance of the President & Chief Executive Officer of the Corporation and related compensation matters. The Board Compensation Committee is not responsible for establishing or reviewing the compensation of the Executive Vice President or any other executive officer of the Corporation, Olympia Trust Company, or Olympia Benefits Inc. With respect the Corporation and Olympia Benefits Inc. the Board has delegated such responsibility to the President & Chief Executive Officer. The Board Compensation Committee is currently comprised entirely of independent directors, being Messrs. Newman (Chair), Janssen and Kelly.

The board of directors of Olympia Trust Company (the “ OTC Board “) has established a Compensation Committee that reviews and provides recommendations to the OTC Board in respect to the performance of the OTC Board, the President & Chief Executive Officer, Chief Financial Officer and other executive officers of Olympia Trust Company, and related compensation matters. The OTC Board Compensation Committee is currently comprised entirely of independent directors, being Messrs. Newman (Chair), Janssen and Kelly.

All the members of the Board Compensation Committee and OTC Board Compensation Committee have extensive managerial and executive experience dealing with employee performance and compensation (see the brief biography for each member below). Each member has worked in excess of 15 years in the finance industry or in businesses related thereto, in a number of different roles and has extensive knowledge of relevant compensation practices and trends. Given their wealth of experience and the resources available to them, they are well positioned to make decisions with respect to the Corporation’s compensation policies and practices.

Biographies for each of the members of the Board and OTC Board Compensation Committees are as follows:

Brian Newman, CPA, CA - Mr. Newman is a chartered professional accountant and is the President of Brian Newman Professional Corporation, a public accounting firm. Mr. Newman has a Bachelor of Commerce (Accounting Major) and has over 30 years of professional experience in audit, accounting tax and consulting.

Gerard Janssen, CPA, CMA - Mr. Janssen is the Vice President, Finance and Chief Financial Officer of Response Energy Corporation, a private oil and gas exploration company. Mr. Janssen is a chartered professional accountant. He obtained a Master of Business Administration (major in finance) in 1990 and he has held controller and finance roles with various issuers since 1993.

Paul Kelly, MBA, ICD.D - Mr. Kelly recently retired as the Chief Executive Officer of Connect First Credit Union where he was responsible for strategy, culture, and execution, and accountable for driving annual financial results, growth, and sustainability. Mr. Kelly graduated from the Schulich School of Business at York University with a Master of Business Administration and from the Ivey Business School at Western University with a Bachelor of Business Administration, Finance with Honors. Prior to becoming Chief Executive Officer of Connect First Credit Union, Mr. Kelly held various financial positions with Connect First Credit Union and with other trust companies, including Vice President Finance for Metropolitan Trust.

Neither the Corporation, Olympia Trust Company, the Board Compensation Committee, nor the OTC Board Compensation Committee has engaged a consultant or adviser to assist with compensation matters during the recently completed fiscal year.

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Executive Compensation Summary Table

Summary Compensation Table

The following table sets forth all annual and long-term compensation for the fiscal years ended December 31, 2022, December 31, 2021, and December 31, 2020, for services in all capacities to the Corporation and its subsidiaries, if any, in respect of individual(s) who were acting as Named Executive Officers.

				SUMMARY COMPENSATION TABLE	SUMMARY COMPENSATION TABLE	SUMMARY COMPENSATION TABLE
					NON-EQUITY INCENTIVE PLAN COMPENSATION ($)
NAME AND PRINCIPAL POSITION	YEAR ENDED DEC 31 (10)	SALARY ($)	SHARE- BASED AWARDS ($)(1)	OPTION- BASED AWARDS ($)(2)	ANNUAL INCENTIVE PLANS	LONG- TERM INCENTIVE PLANS	PENSION VALUE ($)	ALL OTHER COMPENSATION ($)(3)	TOTAL COMPENSATION ($)(4)
Richard Skauge(5) President & CEO	2022 2021 2020	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	5,510,387 2,935,970 3,141,728	5,510,387 2,935,970 3,141,728
Craig Skauge(6) Executive Vice- President, and President & CEO of Olympia Trust Company	2022 2021 2020	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	2,962,534 1,090,823 1,551,871	2,962,534 1,090,823 1,551,871
Jennifer Urscheler7) Chief Financial Officer	2022 2021 2020	187,083 16,538 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	39,096 520 Nil	226,179 17,058 Nil
Andrea Gillis(8) Executive Vice President, Investment Account Services, Securities of Olympia Trust Company	2022 2021 2020	400,000 400,000 400,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	386,728 7,543 64,919	786,728 407,534 464,919

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				SUMMARY COMPENSATION TABLE	SUMMARY COMPENSATION TABLE	SUMMARY COMPENSATION TABLE
					NON-EQUITY INCENTIVE PLAN COMPENSATION ($)
NAME AND PRINCIPAL POSITION	YEAR ENDED DEC 31 (10)	SALARY ($)	SHARE- BASED AWARDS ($)(1)	OPTION- BASED AWARDS ($)(2)	ANNUAL INCENTIVE PLANS	LONG- TERM INCENTIVE PLANS	PENSION VALUE ($)	ALL OTHER COMPENSATION ($)(3)	TOTAL COMPENSATION ($)(4)
Kelly Revol(9) Executive Vice President, Investment Account Services, Mortgages of Olympia Trust Company	2022 2021 2020	400,000 400,000 325,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	386,698 5,430 49,534	786,698 405,430 374,534

NOTES:

• (1) “Share-Based Award” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units and stock.

• (2) “Option-Based Award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights and similar instruments that have option-like features.

• (3) Under the column titled “All Other Compensation,” the Corporation has included: the dollar amount of (a) incentive bonuses paid during the year (pursuant to management contracts or otherwise), (b) life insurance premiums, (c) service awards, (d) payments in furtherance of academic studies; and (e) allowance for parking; (f) trailer commissions.

• (4) The Named Executive Officers did not receive any additional compensation for serving as directors of the Corporation.

• (5) Richard Skauge was appointed President & Chief Executive Officer in 1996. For the period ending December 31, 2022, the amount set out under “All Other Compensation” includes management contract payments of $5,160,227, trailer commissions of $343,140 and a parking allowance of $7,020.

• (6) In 2003, Craig Skauge was appointed Manager, Business Development, Registered Plans and was promoted to Executive Vice President in December in 2013. In May 2017 Craig Skauge was appointed President of Olympia Trust Company. For the period ending December 31, 2022, the amount set out under “All Other Compensation” includes employment agreement payments of $2,954,329, life insurance premiums $1,338, and a parking benefit of $6,867.

• (7) Jennifer Urscheler was appointed Chief Financial Officer in October 2022. For the period ending December 31, 2022, the amount set out under “All Other Compensation” includes employment agreement payments of $27,729, life insurance premiums of $943, parking benefit of $6,395 and Employee Share Ownership Plan of $4,029.

• (8) Andrea Gillis was appointed Vice President, Securities in July 2017 and Executive Vice President, Investment Account Services, Securities in January 2022. For the period ending December 31, 2022, the amount set out under “All Other Compensation” includes employment agreement payments of $377,960, parking benefit of $6,867, and life insurance premiums of $1,901.

• (8) Kelly Revol was appointed Vice President, Mortgages in July 2017 and Executive Vice President, Investment Account Services, Mortgages in January 2022. For the period ending December 31, 2022, the amount set out under “All Other Compensation” includes employment agreement payments of $377,960, parking benefit of $6,867, and life insurance premiums of $1,871.

• (10) For information on the Named Executive Officers compensation for the two fiscal years ended December 31, 2020, and December 31, 2021, please see the Management Information Circulars of the Corporation dated May 3, 2021, and May 12, 2022 (both of which are available on www.sedar.com ).

Narrative Discussion Relating to Summary Compensation Table

Richard Skauge, President & Chief Executive Officer - The Corporation has entered into a management services agreement with Tarman to supply the services of Richard Skauge as President & Chief Executive Officer of the Corporation. Richard Skauge is the controlling shareholder of Tarman. Pursuant to the agreement, Tarman is entitled to: (a) an incentive bonus equal to 1% of the first $1,000,000 per month of health claims and 0.5% on any health claim

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amounts in excess of $1,000,000 per month made with the Health Plan Division; (b) an incentive bonus equal to 20% of the pre-tax earnings of the Investment Account Services Division; (c) an inventive bonus equal to 6% of the pre-tax earnings of the Currency & Global Payments Division, after the Corporation has recovered all losses; (d) an incentive bonus equal to 6% of the pre-tax earnings of the Corporate and Shareholder Services Division; (e) a Health Spending Plan benefit of up to $17,500 per annum; and (f) underground parking stall at the Corporation’s head offices.

Craig Skauge, Executive Vice President of the Corporation and President & Chief Executive Officer of Olympia Trust Company - Craig Skauge is entitled to: (a) an incentive bonus equal to 13% of the pre-tax earnings of the Investment Account Services Division, provided that Craig Skauge shall receive a minimum incentive bonus of $500,000 per annum; (b) an incentive bonus equal to 1% of the pre-tax earnings of the Corporation; (c) an incentive bonus equal to 10% of the pre-tax earnings of Exempt Edge division; (d) an incentive bonus equal to 10% of the pre-tax earnings of the Corporate and Shareholder Services Division; (e) an incentive bonus equal to 3% of the pre-tax earnings of the Currency & Global Payments Division; (f) a Health Spending Plan benefit of up to $17,500 per annum; and (g) underground parking stall at the Corporation’s head offices.

In the event that Craig Skauge ceases to be the President & Chief Executive Officer of Olympia Trust Company, he has agreed to continue to serve Olympia Trust Company as a consultant for a period of five (5) years and would receive: (a) a consulting fee equal to 6.5% of the pre-tax earnings of the Investment Account Services Division; (b) a consulting fee equal to 5% of the pre-tax earnings of the Exempt Edge Division; (c) a consulting fee equal to 5% of the pre-tax earnings of the Corporate and Shareholder Services Division; and (d) a consulting fee equal to 1.5% of the pre-tax earnings of the Currency & Global Payments Division.

Jennifer Urscheler, Chief Financial Officer – Ms. Urscheler’s compensation package is comprised of the following: (a) a salary of $300,000 per annum; (b) a Health Spending Plan benefit of up to $17,500 per annum; and (c) underground parking stall at the Corporation’s head offices. In the event that the Corporation or Olympia Trust Company undergoes a change of control, the Corporation shall pay Urscheler $300,000. In the event that Ms. Urscheler’s employment is terminated by the Corporation, the Corporation shall pay Mr. Urscheler severance equal to an amount equal to two (2) weeks’ pay for each year of service, or portion thereof, provided by Ms. Urscheler to the Corporation.

Andrea Gillis, Executive Vice President, Investment Account Services, Securities of Olympia Trust Company – Ms. Gillis is entitled to receive: (a) an incentive bonus equal to 4% of the pre-tax earnings of the Investment Account Services Division, provided that Ms. Gillis shall receive a minimum incentive bonus of $400,000 per annum; (b) a Health Spending Plan benefit of up to $17,500 per annum; and (c) underground parking stall at the Corporation’s head offices. In the event that Ms. Gillis ceases to be the Executive Vice President, Investment Account Services, Securities of Olympia Trust Company, at the request of either Olympia Trust Company or Ms. Gillis, Olympia Trust Company may elect to either: (a) pay Ms. Gillis a lump-sum severance amount equal to 1 year pay; or (b) require that Ms. Gillis provide consulting services to Olympia Trust Company for a period of 2 years and would receive a consulting fee equal to 2% of the pre-tax earnings of the Investment Account Services Division.

Kelly Revol, Executive Vice President, Investment Account Services, Mortgages of Olympia Trust Company – Ms. Revol; is entitled to receive: (a) an incentive bonus equal to 4% of the pre-tax earnings of the Investment Account Services Division, provided that Ms. Revol shall receive a minimum incentive bonus of $400,000 per annum; (b) a Health Spending Plan benefit of up to $17,500 per annum; and (c) underground parking stall at the Corporation’s head offices. In the event that Ms. Revol ceases to be the Executive Vice President, Investment Account Services, Mortgages of Olympia Trust Company, at the request of either Olympia Trust Company or Ms. Revol, Olympia Trust Company may elect to either: (a) pay Ms. Revol a lump-sum severance amount equal to 1 year pay; or (b) require that Ms. Revol provide consulting services to Olympia Trust Company for a period of 2 years and would receive a consulting fee equal to 2% of the pre-tax earnings of the Investment Account Services Division.

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Risk Oversight in Relation to Compensation Practices and Policies

The Board has discussed and assessed risk related to the Corporation’s compensation policies and practices and is of the view that, when looked at in their totality, the Corporation’s compensation policies and practices do not incentivize excessive risk taking.

Richard Skauge, President & Chief Executive Officer - Given Richard Skauge’s shareholdings in the Corporation and given the amount of dividends paid on such shares, Richard Skauge is motivated to maximize shareholder value and to increase dividends. As a significant portion of Richard Skauge’s personal wealth is attributed to such shareholdings, Richard Skauge is incented to take a long-term approach to all risk assessments to protect his value as a shareholder. Further, Richard Skauge’s executive compensation package provides him with a long-term profit-sharing arrangement with the Corporation. As such, Richard Skauge is incented to take a more conservative approach to all risk-based assessments to protect the value of his shareholdings and the value of his long-term profit-sharing arrangement.

Craig Skauge, Executive Vice President of the Corporation and President & Chief Executive Officer of Olympia Trust Company - The primary component of Craig Skauge’s compensation package is his profit-sharing arrangement based on the performance of the Investment Account Services, Exempt Edge, Currency & Global Payments, and Corporate & Shareholder Services Divisions and the performance of the Corporation. As such, Craig Skauge’s financial interests are aligned with those of the Corporation and as a result he is incented to take a more conservative approach to all risk-based assessments.

Jennifer Urscheler, Chief Financial Officer – The primary component of Ms. Urcheler compensation is a fixed salary. As such, Mr. Urscheler is not incented to take short-term risks as such risks would not provide her with any material benefit and may jeopardize her employment.

Andrea Gillis, Executive Vice President, Investment Account Services, Securities of Olympia Trust Company - The primary component of Ms. Gillis’ compensation package is her profit-sharing arrangement based on the performance of the Investment Account Services Division. As such, Ms. Gillis’ financial interests are aligned with those of the Corporation and as a result she is incented to take a more conservative approach to all risk-based assessments.

Kelly Revol, Executive Vice President, Investment Account Services, Mortgages of Olympia Trust Company - The primary component of Ms. Revol’s compensation package is her profit-sharing arrangement based on the performance of the Investment Account Services Division. As such, Ms. Revol’s financial interests are aligned with those of the Corporation and as a result she is incented to take a more conservative approach to all risk-based assessments.

In addition to the above analysis, we submit that the Corporation’s compensation packages involving profit sharing components promote prompt disclosure of all issues by executives as they are incented to focus on the long-term health of the business as opposed to pleasing the President to obtain a larger short-term bonus. That is, the Corporation’s executives are incented to promptly discuss all risk and business issues with Richard Skauge, President & Chief Executive Officer of the Corporation, and the Board without fear of punishment or a reduction of a discretionary bonus.

Incentive Plan Awards

The Corporation does not have any share or option-based compensation plans.

Pension and Retirement Plans

The Corporation does not have any pension or retirement plan which is applicable to the Named Executive Officers. In lieu of a pension or a retirement plan, the Corporation provides certain termination benefits for the Named Executive Officers (see Termination and Change of Control Benefits ).

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Termination and change of control benefits

In the event that Richard Skauge ceases to be the President & CEO of the Corporation, Richard Skauge shall not be entitled to receive any payment or benefits.

The Corporation has agreed to retain the following Named Executive Officers as consultants after they cease to be executives with the Corporation and shall compensate such Named Executive Officers as follows:

• (a) In the event that Craig Skauge ceases to be the President & Chief Executive Officer of Olympia Trust Company, he has agreed to continue to serve Olympia Trust Company as a consultant for a period of five (5) years and would receive: (a) a consulting fee equal to 6.5% of the pre-tax earnings of the Investment Account Services Division; (b) a consulting fee equal to 5% of the pre-tax earnings of the Exempt Edge Division; (c) a consulting fee equal to 5% of the pre-tax earnings of the Corporate and Shareholder Services Division; and (d) a consulting fee equal to 1.5% of the pre-tax earnings of the Currency & Global Payments Division.

• (b) In the event that Ms. Gillis ceases to be the Executive Vice President, Investment Account Services, Securities of Olympia Trust Company, at the request of either Olympia Trust Company or Ms. Gillis, Olympia Trust Company may elect to either: (a) pay Ms. Gillis a lump-sum severance amount equal to 1 year pay; or (b) require that Ms. Gillis provide consulting services to Olympia Trust Company for a period of 2 years and would receive a consulting fee equal to 2% of the pre-tax earnings of the Investment Account Services Division.

• (c) In the event that Ms. Revol ceases to be the Executive Vice President, Investment Account Services, Mortgages of Olympia Trust Company, at the request of either Olympia Trust Company or Ms. Revol, Olympia Trust Company may elect to either: (a) pay Ms. Revol a lump-sum severance amount equal to 1 year pay; or (b) require that Ms. Revol provide consulting services to Olympia Trust Company for a period of 2 years and would receive a consulting fee equal to 2% of the pre-tax earnings of the Investment Account Services Division.

In the event that the Corporation or Olympia Trust Company undergoes a change of control, the Corporation shall pay Ms. Urscheler $300,000. In the event that Ms. Urscheler’s employment is terminated by the Corporation, the Corporation shall pay Mr. Urscheler severance equal to an amount equal to two (2) weeks’ pay for each year of service, or portion thereof, provided by Ms. Urscheler to the Corporation.

Statement of Director Compensation

As at December 31, 2022, The Corporation had seven (7) directors, two (2) of which are also Named Executive Officers. Richard Skauge is the President & Chief Executive Officer of the Corporation, and Craig Skauge is the Executive Vice President of the Corporation and President & Chief Executive Officer of Olympia Trust Company. Richard Skauge and Craig Skauge do not receive any compensation in their capacity as directors of the Corporation and Anthony Lanzl (as a significant shareholder) declined his director compensation.

Director Compensation Summary

NAME	FEES EARNED ($)	SHARE- BASED AWARDS ($)	OPTION- BASED AWARDS ($)	NON-EQUITY INCENTIVE PLAN COMPENSATION ($)	PENSION VALUE ($)	ALL OTHER COMPENSATION ($)	TOTAL ($)
Brian Newman	$67,757	Nil	Nil	Nil	Nil	Nil	$67,757
Gerard Janssen	$71,957	Nil	Nil	Nil	Nil	Nil	$71,957
Diana Wolfe	$33,402	Nil	Nil	Nil	Nil	Nil	$33,402
Antony Balasubramanian	$53,357	Nil	Nil	Nil	Nil	Nil	$53,357
Paul Kelly	$31,787	Nil	Nil	Nil	Nil	Nil	$31,787
AnthonyLanzl(1)	Nil	Nil	Nil	Nil	Nil	Nil	Nil

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NOTES:

(1) As Mr. Lanzl holds a significant number of Common Shares, he declined to receive cash Board compensation.

Narrative Discussion Relating to Director Compensation

On November 13, 2015, the Board set independent Board remuneration to be the greater of $6,250 or 0.33% of the Corporation’s pre-tax earnings per quarter (plus $200 per hour for all Board committee time).

The Named Executive Officers who also act as directors of the Corporation do not receive any additional compensation for services rendered in their capacity as directors, other than as paid by the Corporation or Olympia trust Company to such Named Executive Officers in their capacity as Named Executive Officers or employees of the Corporation. For a description of the compensation paid to the Named Executive Officers of the Corporation who also acted as directors of the Corporation during the fiscal year ended December 31, 2022, see “ Executive Compensation Summary Table ”.

Outstanding Share-Based Awards and Option-Based Awards

The Corporation does not have any share or option-based compensation plans.

Incentive Plan Awards - Value Vested or Earned During the Year

The Corporation does not have any incentive compensation plans.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth securities of the Corporation that are authorized for issuance under equity compensation plans as at the end of the Corporation’s most recently completed fiscal year.

PLAN CATEGORY	NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS	ED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS	NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN 1)
Equity compensation plans approved by security holders	Nil	Nil	Nil
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	Nil	Nil	Nil

Other Compensation

Other than as set forth herein, the Corporation did not pay any other compensation to the Named Executive Officers or directors (including personal benefits and securities or properties paid or distributed which compensation was not offered on the same terms to all full-time employees) during the last completed fiscal year.

Performance Graph

The following performance graph compares the total cumulative return of a $100 investment in the Corporation’s Common Shares over the five (5) most recently completed fiscal years (with all dividends being reinvested in additional Common Shares on an annual basis) with the cumulative return on the S&P TSXV Composite Index and the S&P TSX Composite Index for the period beginning on December 31, 2017, and ended December 31, 2022.

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DATE	S&P TSXV COMPOSITE INDEX	S&P TSX COMPOSITE INDEX	MARKET PRICE OF COMMON SHARES ($)	DIVIDENDS PER SHARE PAID ON THE COMMON SHARES FOR PERIOD ($)
December 31, 2017	850.72	16,209.10	31.00	2.04
December 31, 2018	557.20	14,323	37.75	2.25
December 31, 2019	577.54	17,063.40	51.27	2.70
December 31, 2020	875.36	17,433.40	39.79	2.76
December 31, 2021	939.18	21,222.84	45.69	2.76
December 31, 2022	570.27	19,384.92	67.62	3.16

==> picture [474 x 229] intentionally omitted <==

Indebtedness of Directors, Executive Officers and Senior Officers

The following table sets out the aggregate indebtedness of all directors, former directors, executive officers, and employees to the Corporation or any of its subsidiaries as at April 30, 2023:

	AGGREGATE INDEBTEDNESS
PURPOSE	TO THE CORPORATION OR ITS SUBSIDIARIES	TO ANOTHER ENTITY
Share Purchases	Nil	Nil
Other	Nil	Nil

The following table sets out the indebtedness of all directors and executive officers (and their associates) to the Corporation and its subsidiaries as at the dates indicated below:

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER SECURITIES PURCHASES AND OTHER PROGRAMS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER SECURITIES PURCHASES AND OTHER PROGRAMS	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER SECURITIES PURCHASES AND OTHER PROGRAMS	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER SECURITIES PURCHASES AND OTHER PROGRAMS	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER SECURITIES PURCHASES AND OTHER PROGRAMS	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER SECURITIES PURCHASES AND OTHER PROGRAMS	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER SECURITIES PURCHASES AND OTHER PROGRAMS	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER SECURITIES PURCHASES AND OTHER PROGRAMS	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER SECURITIES PURCHASES AND OTHER PROGRAMS
	NAME AND PRINCIPAL POSITION	INVOLVEMENT OF CORPORATION OR SUBSIDIARY	LARGEST AMOUNT OUTSTANDING DURING THE FISCAL YEAR ENDED DECEMBER 31, 2022 ($)	AMOUNT OUTSTANDING AS AT MARCH 31, 2023 ($)	FINANCIALLY ASSISTED SECURITIES PURCHASES DURING THE FISCAL YEAR ENDED DECEMBER 31, 2022 ($)	SECURITY FOR INDEBTEDNESS	AMOUNT FORGIVEN DURING THE FISCAL YEAR ENDED DECEMBER 31, 2022 ($)
	Richard Skauge President & CEO	The Corporation provided legal and accounting services to Tarman ATM Inc., a company controlled by Richard Skauge as well as a Promissory Note (as defined below)	$1,133,960	$1,004,950	Nil	General Security Agreement securing the repayment of amounts owed under the Promissory Note (as defined below)	Nil

On June 5, 2018, the Corporation announced the sale to Tarman ATM Inc., (“ Tarman ”) of the ATM business operated by Olympia ATM Inc., a wholly owned subsidiary of the Corporation, as a going concern, for an amount equal to then current net book value of all assets used in the ATM business less all assumed liabilities; an amount estimated to be $1.4 million.

The sale of the ATM business to Tarman, a corporation owned and controlled by Richard Skauge, was a “related party transaction”, as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions but was exempted from the requirements that the Corporation obtain disinterested shareholder approval and a formal valuation as the fair market value of the proposed transaction was less than 25% of the Corporation’s market capitalization.

An ad hoc committee composed solely of the independent members of the Board was constituted to consider and approve the sale of the ATM business to Tarman. As part of its deliberations, the ad hoc committee of the Board noted the continuing losses of approximately $120,000 per month in the ATM business and acknowledged that while the ATM business still had the potential to grow and expand, it was unlikely to become profitable in the near future. Given the immediate financial benefits that the sale of the ATM business would have for the Corporation and the uncertain timeline to profitability, the ad hoc committee of the Board believed the sale of the ATM business to be in the best interests of the Corporation.

The ad hoc committee of the Board obtained a fairness comfort letter stating that the proposed transaction was fair to the disinterested Shareholders of Olympia. In addition, following the public disclosure of the transaction, the Corporation received an unsolicited expression of interest in the ATM business from a third-party. The Corporation permitted the third-party to conduct a due diligence review and valuation of the ATM business and received an offer to purchase the ATM business from the third-party that was economically comparable to the offer made by Tarman.

The purchase price was equal to the aggregate book value of the assets used by the ATM business and was paid by the delivery by Tarman of a secured demand promissory note for $1.4 million (the “ Promissory Note ”). The outstanding principal amount of the promissory note bears interest at prime plus 0.25%. All interest accrued under the promissory note is to be paid on an annual basis. Commencing in 2020, Tarman is required to repay the outstanding principal amount of the promissory note in annual installment of $140,000 with the outstanding balance of the principal amount to be repaid in full in 2023.

As of December 31, 2022, Tarman’s obligations with respect to the Promissory Note are current.

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Interests of Persons in Material Transactions

Other than as set forth herein or as previously disclosed, the Corporation is not aware of any material interests, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or Named Executive Officer, proposed nominee for election as a director or any shareholder holding more than 10% of the voting rights attached to the Common Shares or any associate or affiliate of any of the foregoing in any transaction in the preceding fiscal year or any proposed or ongoing transaction of the Corporation which has or will materially affect the Corporation.

Corporate Governance

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to Shareholders and considers the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Corporation. The Board is committed to sound corporate governance practices, which are both in the interest of Shareholders and contribute to effective and efficient decision making. Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices , the Corporation is required to disclose its corporate governance practices, as summarized below.

Board of Directors

The Board oversees the management of the business and affairs of the Corporation. The Board’s mandate includes the adoption and implementation of the Corporation’s strategies and plans. The Board reviews the results and performance of management’s actions and plans. The Board evaluates management and assesses whether management has developed and maintained adequate information systems and controls and is fulfilling the Corporation’s responsibilities for communications with its stakeholders.

The Board currently is comprised of seven (7) directors, all of which are nominated for re-election at the Meeting.

National Policy 58-201 Corporate Governance Guidelines (“ NP 58-201 ”) suggests that the board of directors of a public company should be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who is independent of management and does not have any material relationship with the Corporation which could be reasonably expected to interfere with the exercise of the director’s independent judgment, other than interests and relationships arising from shareholding. Of the proposed director nominees, Brian Newman, Gerard Janssen, Paul Kelly, Anthony Lanzl and Antony Balasubramanian are considered by the Board to be “independent” within the meaning of NP 58-201. Richard Skauge and Craig Skauge, as current management, are considered to be “non-independent.”

The Board has a policy requiring that an in-camera meeting of independent directors be held in connection with all Board meetings.

The Board has appointed Richard Skauge as Chairman. Based on the definition of “independent” in NP 58-201, Richard Skauge is not considered “independent” as he is also the President & Chief Executive Officer of the Corporation. However, given the number of independent directors serving on the Board, the Board is comfortable with Richard Skauge acting as Chairman and does not feel that his serving as Chairman jeopardizes the board’s independence.

Board Mandate

The complete text of the mandate of the Board is attached as Exhibit “1” to this Management Information circular.

Position Descriptions

The Board has developed written position descriptions for the Board Chair and the Chair of each Board Committee.

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A written position description has not been developed for the President & Chief Executive Officer of the Corporation. Given Richard Skauge is the President & Chief Executive Officer of the Corporation and the controlling shareholder of the Corporation, the Board believes that such a position description is not required to delineate Richard Skauge’s role as President & Chief Executive officer of the Corporation.

Directorships

None of the proposed directors of the Corporation are a director of another reporting issuer.

Orientation and Continuing Education

When new directors join the Board, they are required to meet with management of the Corporation to discuss and better understand the Corporation’s business and will be advised by counsel to the Corporation of their legal obligations as directors of the Corporation. New directors are also provided with an information package containing pertinent information about the Corporation, including two years of Board minutes and five years of financial information.

Ethical Business Conduct

The Board has established a Directors’ Code of Ethics and Business Conduct and periodically reviews this code. The Directors’ Code of Ethics and Business Conduct is applicable to directors of the Corporation. At present, the Directors’ Code of Ethics and Business Conduct addresses the following issues:

• (a) conflicts of interest, including transactions and agreements in respect of which a director has a material interest;

• (b) protection and proper use of the Corporation’s assets and opportunities;

• (c) confidentiality of corporate information;

• (d) fair dealing with Shareholders, customers, suppliers, competitors and employees;

• (e) compliance with laws, rules and regulations; and

• (f) reporting of any illegal or unethical behaviour.

The Corporation places the onus on directors for self-governance and reporting in connection with the Directors’ Code of Ethics and Business Conduct.

In addition to the Directors’ Code of Ethics and Business Conduct, the Corporation has adopted a Whistleblower Policy. Should anyone wish a hard copy of any of these policies, they may be obtained on request from the Corporate Secretary at 4000, 520 – 3 Avenue SW, Calgary, Alberta, T2G 0P6 or on the Corporation’s website at:

https://www.olympiafinancial.com/corporate-information

As some of the directors of the Corporation may also serve as directors and officers of other companies engaged in similar business activities, the Board must comply with the conflict-of-interest provisions of the Business Corporations Act (Alberta), as well as the relevant securities regulatory instruments, to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors which evoke such a conflict.

No material change reports have been filed by the Corporation during the 2022 fiscal year relating to a director’s or an executive officer’s departure from the Directors’ Code of Ethics and Business Conduct.

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Nomination of Directors

The Corporate Governance Committee (comprised entirely of independent directors) is responsible for identifying new candidates for nomination to the Board and recommending them to the Board when appropriate. Upon there being a vacancy on the Board or a determination being made that the Board should be expanded, the President & Chief Executive Officer and the Corporate Governance Committee meet to review whether there are particular competencies needed by the Board and to set forth criteria in the selection process. Once a suitable candidate(s) is identified, the President & Chief Executive Officer and/or the Committee meet with the nominee(s) to discuss his or her interest and ability to devote sufficient time and resources to the position. If the nominee agrees to the appointment or to stand for election, he or she is presented to the Corporate Governance Committee. If the proposed nominee is acceptable to the Corporate Governance Committee, the Corporate Governance Committee then makes a recommendation to the Board.

Corporate Governance Committee

The Corporation has a Corporate Governance Committee currently comprised entirely of independent directors. The Corporate Governance Committee is currently comprised of Messrs. Newman (Chair), Janssen, and Kelly. The Corporate Governance Committee considers issues of corporate governance, nomination of new directors and effectiveness assessments.

Compensation Committee

The Board has established a Compensation Committee that reviews and provides recommendations to the Board in respect to the performance of the President & Chief Executive Officer of the Corporation and related compensation matters. The Board Compensation Committee is not responsible for establishing or reviewing the compensation of the Executive Vice President or any other executive officer of the Corporation, Olympia Trust Company, or Olympia Benefits Inc. With respect the Corporation and Olympia Benefits Inc. the Board has delegated such responsibility to the President & Chief Executive Officer. The Board Compensation Committee is currently comprised entirely of independent directors, being Messrs. Newman (Chair), Janssen and Kelly.

The OTC Board has established a Compensation Committee that reviews and provides recommendations to the OTC Board in respect to the performance of the OTC Board, the President & Chief Executive Officer, Chief Financial Officer and other executive officers of Olympia Trust Company, and related compensation matters. The OTC Board Compensation Committee is currently comprised entirely of independent directors, being Messrs. Newman (Chair), Janssen and Kelly.

No compensation consultant or advisor has, at any time since the beginning of the 2022 fiscal year, been retained to assist in determining compensation for any of the issuer’s directors and officers.

Investment Committee

The Corporation has an Investment Committee that reviews and provides recommendations to the Board in respect of investment matters. The Investment Committee is currently comprised entirely of independent directors, being Messrs. Janssen (Chair), Newman, and Kelly.

Compliance Committee

The Corporation has a Compliance Committee that reviews and provides recommendations to the Board in respect of the Corporation’s adherence to statutory and regulatory obligations applicable to the Corporation, and the Corporation’s own internal policies and procedures. The Compliance Committee is currently comprised entirely of independent directors, being Messrs. Kelly (Chair), Janssen, Newman, and Balasubrabmanian.

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Risk Management Committee

The Corporation has a Risk Management Committee that reviews and provides recommendations to the Board in respect of the Corporation’s risk appetite, risk management frameworks, and risk mitigation policies, procedures and controls. The Risk Management Committee is currently comprised entirely of independent directors, being Messrs. Balasubrabmanian (Chair), Janssen, Newman, and Kelly.

Other Board Committees

The Corporation has no other standing committees at this time other than the Audit, Corporate Governance, Compensation, Investment, Compliance, and Risk Management Committees as discussed above.

Assessments

The Board has implemented an informal process by which the Corporate Governance Committee is responsible for assessing the effectiveness of the Board, its committees and the contribution of individual directors.

Director Term Limits and Other Mechanisms for Board Renewal

The Corporation has not adopted formal term limits or a formal retirement policy for its directors. The Corporation does not feel term limits are necessary in order to achieve Board renewal as the controlling shareholder, Richard Skauge, ensures the Board is regularly renewed as evidenced by the Board changes contemplated at the meeting. Over the last 10 years, numerous changes have been made to the Board to bring new knowledge and experience to the Corporation as required. Further, the Corporation believes that setting term limits for directors may be counter productive as some directors build more knowledge about the business of the Corporation over time. To have fixed term limits for directors could result in significant knowledge loss at the Board level to the detriment of Shareholders. As such, the Corporation does not feel Board entrenchment is a risk that requires a formal policy.

Policies and Information Regarding the Representation of Women on the Board

The Board has not adopted a written policy relating to the identification and nomination of women directors, as it believes that the interests of the Corporation are best served by ensuring that new directors are identified and selected from the widest possible group of potential candidates, without any restrictions or preferences relating to gender or other criteria. The Board feels that having written policies governing the selection of Board nominees could unduly restrict the Board’s ability to select the most capable candidates. The Corporation is committed to ensuring that its Board at all times has the required range of skills, knowledge, experience and perspectives to achieve its business objectives. Notwithstanding the above, the Corporation attributes much of its success to the many women it employs and has employed.

The level of representation of women on the Board is considered in identifying and nominating candidates for election or re-election to the Board but it is not a deciding factor for the reasons noted above. The Corporation would like to have a more gender diverse Board, but it also needs to consider the cost of additional Board members and the additional value added.

The Corporation’s position with respect to the representation of women in executive officer positions is the same as its position with respect to the representation of women on the Board. It believes that people should be hired and promoted based on their professional qualifications, accomplishments and merit. Accordingly, the level of representation of women in executive officer positions is not considered in making executive officer appointments.

The Board has not adopted a target regarding women on the Board or in executive officer positions for the reasons set out above. The Board feels that adopting such a target could unduly restrict the Corporation’s ability to identify and select the most qualified people.

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The Corporation currently has no directors that are a woman. Olympia’s management team includes three (3) women, representing 25% of the executive management team.

Audit Committee

The information regarding the Corporation’s audit committee as required by section 5.1 of National Instrument 52-110 is set forth in the Corporation’s annual information form for the 2021 fiscal year under the heading "Audit Committee Information" and in Schedule “A” to the annual information form. The audit committee's primary purpose is to assist the Board in carrying out its responsibilities with respect to the oversight of the preparation of quarterly and annual financial statements (and management’s discussion and analysis of such financial statements), the system of Internal controls implemented by management, and the internal and external audit functions.

Matters to be Acted Upon at Meeting

To the knowledge of the Board, the only matters to be brought before the meeting are those matters set forth in the accompanying Notice of Meeting.

Report and Financial Statements

The Board has approved all the information in the audited financial statements of the Corporation for the year ended December 31, 2022, and the report of the auditor thereon.

Fix Number of Directors to be Elected

Shareholders of the Corporation will be asked to consider and, if thought appropriate, to approve and adopt an ordinary resolution fixing the number of directors to be elected. To be effective, an ordinary resolution requires the approval of a majority of the votes cast by Shareholders who vote in respect of the resolution.

At the Meeting, it will be proposed that seven (7) directors be elected to hold office until the next annual meeting or until their successors are elected or appointed. Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote in favour of the ordinary resolution fixing the number of directors to be elected.

Election of Directors

The following table sets forth the name of each of the persons proposed to be nominated for election as a director of the Corporation, all positions and offices in the Corporation presently held by such nominee, the nominee’s municipality of residence, principal occupation at present and during the preceding five years, the period during which the nominee has served as a director of the Corporation, and the number and percentage of Common Shares of the Corporation that the nominee has advised are beneficially owned by the nominee, directly or indirectly, or over which control or direction is exercised as at May 11, 2023. Each of the nominee directors below are currently directors of the Corporation.

Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote for the

election of the persons named in the following table to the Board. Management does not contemplate that any of such nominees will be unable to serve as directors of the Corporation; however, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies held by Management Designees will be voted for another nominee in their discretion unless the shareholder has specified in his form of proxy that his Common Shares are to be withheld from voting in the election of directors of the Corporation. Each director of the Corporation elected will hold office until the next annual general meeting of Shareholders or until his successor is duly elected, unless his office is earlier vacated in accordance with the provisions of the Business Corporations Act (Alberta).

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Richard Skauge

Richard Skauge is the President & Chief Executive Officer of the Corporation.

Calgary, Alberta, Canada 2022 AGM Voting Results: Votes For – 823,562 (99.898%) Chairman, President & CEO Votes Withheld – 846 (0.103%) Olympia Financial Group Inc. Non-Independent Director Director Since: 1996 Board / Committee Participation Fiscal 2022 Meeting Attendance Age: 73 Board of Directors (Chair) 3/4 75% Olympia Holdings Other Public Board Directorships Common Shares: 711,066[(1)] (29.54%) None

Craig Skauge

Craig Skauge is the Executive Vice President of the Corporation, Chairman, President & Chief Executive Officer of Olympia Trust Company.

Calgary, Alberta, Canada
Executive Vice-President	2022 AGM Voting Results:	Votes For – 823,562 (99.898%)
Olympia Financial Group Inc.,		Votes Withheld – 846 (0.103%)
Chairman, President & Chief
Executive Officer of Olympia Trust Company	Board / Committee Participation		Fiscal 2022 Meeting Attendance
Non-Independent Director Director Since: 2008	Board of Directors		4/4	100%
Age: 42	Olympia Holdings		Other Public Board Directorships
	Common Shares: 5,806(2)(0.24%)		None
Brian Newman	Mr. Newman is a Chartered Professional		Accountant (CPA) and is the President of Brian Newman
	Professional Corporation, a public accounting firm.
Chestermere, Alberta,
Canada
Chartered Professional	2022 AGM Voting Results:	Votes For – 806,956 (97.883%)
Accountant		Votes Withheld – 17,452 (2.117%)
Independent Director(3)
Director Since: 2004	Board / Committee Participation		Fiscal 2022 Meeting Attendance
Age: 72
	Board of Directors		4/4	100%
	Audit Committee (Chair)		4/4	100%
	Corporate Governance Committee		4/4	100%
	(Chair)
	Compensation Committee (Chair)		4/4	100%
	Investment Committee		4/4	100%
	Risk Management Committee		1/1	100%
	Compliance Committee		1/1	100%
	Olympia Holdings		Other Public Board Directorships
	Common Shares: 16,030(4)(0.66%)		None

Gerard Janssen

Calgary, Alberta, Canada CFO of Response Energy Corporation Independent Director[ (3)] Director Since: 2010 Age: 58

Mr. Janssen is the Vice President, Finance and Chief Financial Officer of Response Energy Corporation, a private oil and gas exploration company. Mr. Janssen is also a Certified Professional Accountant (CPA).

2022 AGM Voting Results: Votes For – 824,106 (99.964%) Votes Withheld – 302 (0.037%) Board / Committee Participation Fiscal 2022 Meeting Attendance

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	Board of Directors		4/4	100%
	Audit Committee		4/4	100%
	Corporate Governance Committee		4/4	100%
	Compensation Committee		4/4	100%
	Investment Committee (Chair)		4/4	100%
	Risk Management Committee		1/1	100%
	Compliance Committee		1/1	100%
	Olympia Holdings		Other Public Board Directorships
	Common Shares: 5,900(5)(0.25%)		None
Antony	Mr. Balasubramanian is a Certified		Management Consultant (CMC), a Certified Business
Balasubramanian	Intelligence Professional (CBIP) and a Certified Computer Professional (CCP), and is the Vice
	President, Integration Services with	Vistavu Solutions Inc.
Calgary, Alberta, Canada
Vice President, Integration Services of Vistavu Solutions	2022 AGM Voting Results:	Votes For – 824,106 (99.964%)
Inc.		Votes Withheld – 302 (0.037%)
Independent Director(3)
Director Since: 2019	Board / Committee Participation		Fiscal 2022 Meeting Attendance
Age: 55
	Board of Directors		4/4	100%
	Risk Management Committee (Chair)		1/1	100%
	Compliance Committee		1/1	100%
	Olympia Holdings		Other Public Board Directorships
	Common Shares: 595 (0.025%)		None

Anthony Lanzl	Mr. Lanzl is the President of Smile Denture Clinic. Mr. Lanzl was previously a director of the	Mr. Lanzl is the President of Smile Denture Clinic. Mr. Lanzl was previously a director of the	Mr. Lanzl is the President of Smile Denture Clinic. Mr. Lanzl was previously a director of the
	Corporation from 2003 to 2011 and	from 2015 to 2020.
Chestermere, Alberta,
Canada
Independent Businessman Independent Director(3)	2022 AGM Voting Results:	Votes For – 824,106 (99.964%) Votes Withheld – 302 (0.037%)
Director Since: 2003-2011;
2015-2020	Board / Committee Participation		Fiscal 2022 Meeting Attendance
Age: 62
	Board of Directors		4/4 100%
	Olympia Holdings		Other Public Board Directorships
	Common Shares: 83,130(6)(3.45%)		None
Paul Kelly	Mr. Kelly recently retired as the Chief Executive Officer of Connect First Credit Union.
Calgary, Alberta, Canada Independent Businessman	2022 AGM Voting Results:	Votes For – 824,106
Proposed Independent		Votes Withheld – 302
Director(3)
Age: 66	Board / Committee Participation		Fiscal 2022 Meeting Attendance
	Board of Directors		2/2 100%
	Audit Committee		2/2 100%
	Corporate Governance Committee		2/2 100%
	Compensation Committee		2/2 100%
	Investment Committee		2/2 100%
	Risk Management Committee		1/1 100%
	Compliance Committee (Chair)		1/1 100%

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Olympia Holdings Other Public Board Directorships Common Shares: None None

NOTES:

• (1) Of the 711,066 Common Shares controlled by Richard Skauge: 72,700 Common Shares are held personally; 23,537 Common Shares are held by his spouse, Linda Skauge, personally; 355 Common Shares are held by his spouse, Linda Skauge, in her registered retirement saving plan (RRSP); 109 Common Shares are held by Exempt Experts Inc. (a company controlled by Richard Skauge); 3,200 Common Shares are held by Read Brandon Inc. (a company controlled by Richard Skauge) and 611,165 are held by Tarman ATM Inc. (a company controlled by Richard Skauge).

• (2) The 5,806 Common Shares controlled by Craig Skauge are held by Transparent Investments Inc. (a company controlled by Craig Skauge).

• (3) Independence is based on the definitions contained in National Instrument 52-110, National Instrument 58-101 and National Policy 58-201. Each year and upon appointment all independent directors complete an independence questionnaire to assess, or re-assess, their status as independent directors.

• (4) Of the 16,030 Common Shares controlled by Mr. Newman: 9,966 Common Shares are held personally; 663 Common Shares are held by his spouse, Judy Newman, personally; 2,001 Common Shares are held by Olympia Trust Company in trust for Brian Newman; 800 shares are held in a non-registered account, 1,500 Common Shares are held by Brian Newman Professional Corporation (a company controlled by Mr. Newman); 300 Common Shares are held by his granddaughter; and 800 Common Shares are held in a TFSA established with Alberta Treasury Branches .

• (5) Of the 5,900 Common Shares controlled by Mr. Janssen: 5,800 are held personally; and 100 are held by Commix Consulting Inc. (a company controlled by Mr. Janssen).

• (6) Of the 83,130 Common Shares controlled by Mr. Lanzl, 1,794 Common Shares are held personally; 4,685 Common Shares are held by Bijan’s Western Flooring Ltd. (a company controlled by Mr. Lanzl); 76,401 Common Shares are held by Smile Denture Clinic (a company controlled by Mr. Lanzl); and 250 Common Shares are held by Western Flooring Centre Ltd. (a company controlled by Mr. Lanzl).

The information as to Common Shares owned directly or indirectly by each nominee, not being within the knowledge of the Corporation, has been furnished by the nominee.

Director Election Policy

Under Canadian corporate law, director elections are based on the plurality system, where Shareholders vote “for” or “withhold” their votes for a director. Votes withheld are not counted, with the result that, technically, a director could be elected to the board with just one “for” vote. The Board believes that each of director should have the confidence and support of the Shareholders. Consequently, the Board has unanimously adopted a director election policy (the “ Director Election Policy ”) and each of the management’s nominees for election to the Board at the Meeting has agreed, and all future nominees are required to agree, to abide by it. The Director Election Policy provides that if a director receives more "withhold" votes than "for" votes the remaining directors will be required to promptly determine whether such director should be asked to tender his or her resignation from the Board. Factors to be considered in making such determination would include the Board's understanding of the rationale for the “withhold” votes, whether the director in question possesses particular skills or experience that would be difficult to replace within a reasonable period of time, any management positions held by such director and such director's equity holdings in the Corporation. The decision of the remaining directors will be disclosed to the public. In addition, even if all directors do receive a majority of "for" votes, the Board will nonetheless as part of its annual process of assessing director nominees, consider the "for" and withhold" votes that each director received (and the circumstances relating to such voting results) in determining whether to nominate those individuals for re-election at the next annual general meeting of Shareholders.

Subject to any corporate law restrictions, if a resignation is accepted, the Board may: (a) leave the resultant vacancy unfilled until the next annual general meeting, (b) fill the vacancy through the appointment of a new director whom the board considers to merit the confidence of the Shareholders; or (c) call a special meeting of Shareholders at which meeting the proposed nominees to fill the vacant position or positions will be presented to the Shareholders for election.

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This policy applies only to uncontested elections, meaning elections where the number of nominees for director is equal to the number of nominees to be elected.

Cease Trade Orders

No proposed director of the Corporation, as at the date of this Management Information Circular, or within 10 years before the date of this Management Information Circular, has been, a director, chief executive officer or chief financial officer of any corporation, that:

• (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the director was acting in the capacity as director, chief executive officer or chief financial officer; or

• (b) was subject to a cease trader order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director ceased to be a director, chief executive officer of chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Bankruptcies

No proposed director of the Corporation:

• (a) is as at the date of this Management Information Circular, or has been within the 10 years before the date of this Management Information Circular, a director or executive officer of any corporation that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

• (b) has within the 10 years before the date of the Management Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director.

Penalties and Sanctions

No proposed director of the Corporation has been subject to

• (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

• (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Appointment of Auditor

The Corporation’s by-laws provide that the auditors of the Corporation will be selected at each annual meeting of Shareholders. Accordingly, Shareholders will consider an ordinary resolution to appoint the firm PricewaterhouseCoopers LLP, Chartered Accountants, Calgary, Alberta as auditors for the Corporation, to hold office until the next annual meeting of Shareholders or until they are removed or they resign from office, at a remuneration

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to be determined by the directors of the Corporation. PricewaterhouseCoopers LLP has been the Corporation’s auditor since 2008.

Other Matters

While there is no other business other than that mentioned in the Notice of Meeting to be presented for action by the Shareholders at the Meeting, it is intended that the proxies hereby solicited will be exercised upon any other matters and proposals that may properly come before the Meeting or any adjournment or adjournments thereof, in accordance with the discretion of the persons authorized to act thereunder.

Additional Information

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. A shareholder may contact the Corporation at 4000, 520 – 3 Avenue S.W. Calgary, Alberta, T2P 0R3, Attention: Gerhard Barnard, to obtain a copy of the Corporation’s most recent financial statements and management’s discussion and analysis.

Board Approval

The contents and the sending of this Management Information Circular have been approved by the Board.

Dated this 11[th] day of May 2023.

(Signed) “Richard Skauge” Richard Skauge President & Chief Executive Officer, Chairman and Director

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Exhibit “1” - BOARD OF DIRECTORS CHARTER

==> picture [235 x 132] intentionally omitted <==

BOARD OF DIRECTORS CHARTER

EFFECTIVE AS OF SEPTEMBER 15, 2021

ROLE OF THE BOARD OF DIRECTORS

The Board of Directors (the “ Board ”) of Olympia Financial Group Inc. (the “ Corporation ”) shall manage the business and affairs of the Corporation in a manner consistent with its powers and obligations under the Business Corporations Act (Alberta) (the " ABCA ") and under other legal and regulatory requirements applicable to the Corporation as a reporting issuer in Canada and whose securities are listed on the Toronto Stock Exchange.

The principal role of the Board is to oversee the President & CEO and other senior executives of the Corporation (collectively, “ Management ”), which are responsible for the day-to-day management of the business and affairs of the Corporation. In particular, it is the President & CEO that is expected to lead the Corporation, formulate corporate strategies, provide leadership and direct Management to achieve the established objectives and policies of the Corporation.

BOARD COMPOSITION

The Corporation’s Articles of Incorporation provides that the Corporation shall not have more than fifteen (15) directors.

COMMITTEES

The Board may establish one or more committees of the Board (each a “ Committee ”) as may be required to assist the Board in fulfilling its oversight functions. The Board shall appoint members to any such committee and shall oversee their performance. To the extent permissible under the ABCA and the Corporation’s Articles of Incorporation and By-laws, the Board may delegate responsibilities and duties to Committees. Each Committee shall have a Committee charter setting out the duties and responsibilities of the Committee. Board charters shall be reviewed on a regular basis and updated as required.

DUTY OF CARE OF DIRECTORS

Each director of the Corporation (each a “ Director ”) shall in exercising powers and discharging his or her duties to the Corporation:

• act honestly and in good faith with a view to the best interests of the Corporation; and

• exercise the care, due diligence and skill that a reasonably prudent person would exercise under comparable circumstances.

DIRECTOR CHARACTERISTICS

Each Director should possess and demonstrate the following characteristics:

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Accountability

Each Director, as a member of the Board and one or more of its Committees, works with fellow Directors to fulfill the specific duties of the Board and its Committees contained in their respective charters. Each Director shall regard himself as accountable to the shareholders as a whole, not to any specific individual or group of shareholders. The Director serves the long-term interests of shareholders by ensuring that management appropriately addresses the concerns of other stakeholders, such as employees, customers, communities, regulators and the public at large.

Integrity

Each Director shall possess the highest personal and professional integrity. Each Director shall avoid conflicts of interest, both actual and perceived, that are incompatible with service as a Director. Each Director shall comply with applicable policies of the Corporation, including the Director Code of Ethics and Business Conduct, and shall keep confidential any information about the Corporation that has not been generally disclosed to the public.

Involvement

Each Director shall prepare for meetings, understand the issues faced by the Corporation and bring an independent objective perspective to the deliberations of the Board and its Committees. Each Director shall continuously deepen his or her knowledge of the business of the Corporation and relevant trends in business and industry, both inside and outside of Board meetings.

Contribution

Each Director shall apply informed and seasoned judgment to each issue that arises and expresses opinions, ask further questions and makes recommendations that the Director thinks are necessary or desirable. Each Director will act directly, not by proxy, either in person or by written resolution. Each Director has an equal say with each of the other Directors.

Commitment

Each Director shall prepare for and attend, where possible, all scheduled meetings of the Board and applicable Committees. The Corporation does not restrict the number of public company Boards that a Director may serve on; however, each Director must ensure that they devote sufficient time to carry out the Director’s duties effectively.

Financial Literacy

It is expected that each Director will demonstrate a sound level of financial literacy including the ability to understand financial statements and the use of financial metrics (financial ratios and other indices) to evaluate the financial health and performance of the Corporation.

Communication Skills

Each Director must be willing to listen to the opinions of others to others’ opinions, take the initiative to raise tough questions, encourage open discussion and have the ability to communicate persuasively, assertively and logically.

INDEPENDENT FUNCTIONING OF BOARD AND COMMITTEES

The Board is responsible for establishing the appropriate policies and procedures to enable the Board, its Committees and individual Directors to function independently of Management to the extent considered necessary or desirable by the Board. Except for Board and Committee remuneration, independent Directors shall not accept any consulting, advisory or other compensation fees from the Corporation. The Board and each Committee has the ability to retain and terminate independent professionals, as well as the sole authority to approve all fees payable to such independent professionals.

Each Committee and the Board can conduct all or part of any meeting in the absence of Management, and it is each Committee’s and the Board’s policy to include such a session on the agenda of each regularly scheduled meeting. In

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the event that the Board is constituted with one or more non-independent Directors, any independent Director may request that the non-independent Directors be excluded from any session.

Each Committee chair can also require the Corporate Secretary to convene a meeting of the Board or a Committee to be held in the absence of Management and/or non-independent Directors or to reserve an agenda item at any Board or Committee meeting for business to be conducted in the absence of Management and/or non-independent Directors. Each Director can request such a meeting or reserved agenda item by contacting the Board chair or Committee chair, as applicable.

BOARD MEETINGS

The Board shall meet as frequently as circumstances dictate or at any additional time as deemed necessary in compliance with regulatory requirements, as scheduled by the appointed Board chair in conjunction with the President & CEO and the Corporate Secretary.

For all regularly scheduled meetings, each Director shall be sent notice of such meeting (by mail or email) at least 10 days prior to the date of such meeting. Further, each Director shall be provided (by mail or email) a draft agenda for each Board meeting and such other documents for consideration at least 5 days before the date of the meeting to permit meaningful review by the Directors. For special meetings of the Board, best efforts are made to distribute materials to the Directors as far in advance as practicable.

Each director will strive to be present at all meetings either in person, by telephone or other communications facilities as permit all persons participating in the meeting to hear each other.

For any meeting at which the appointed Board chair is not present, the chair of the meeting shall be any Director present who shall be decided upon or elected by a majority of Directors present.

DUTIES, RESPONSIBILITIES AND EXPECTATIONS OF THE BOARD

In furtherance of its purposes, the Board assumes the following specific duties and responsibilities:

Selection and Oversight of the President & CEO

The Board is responsible for:

• The selection and appointment of the President & CEO of the Corporation;

• Reviewing the performance of the President & CEO of the Corporation;

• Approving the compensation of the President & CEO of the Corporation; and

• Ensuring that plans have been made for the President & CEO’s succession, training and development.

The President & CEO of the Corporation is responsible for the selection and appointment of senior management, reviewing the performance of senior management, approving the compensation of senior management and ensuring that plans have been made for the succession, training and development of senior management.

Corporate Culture of Integrity

The Board has the responsibility for overseeing the establishment of a culture of integrity throughout the Corporation by developing and overseeing policies respecting ethical personal and business conduct by the Director’s and the Corporation’s Employees.

Strategic Planning

The Board is responsible for:

• Reviewing the business plans, budgets and other similar plans of the Corporation on an annual basis and monitor the implementation of such plans;

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• Reviewing and approving significant strategic transactions that are not considered to be in the ordinary course of business as well as other items of significance, including significant acquisitions, dispositions and financings; and

• Identifying and reviewing other matters of significance that require approval or input of the Board.

Risk Management

The Board is responsible for assisting management in identifying and assessing the principal risks inherent in the business activities of the Corporation and ensure that Management takes reasonable steps to implement appropriate systems to manage such risks.

Internal Controls and Audit Procedures

The Board is responsible for ensuring that Management implements and maintains effective internal controls over financial reporting, disclosure controls and procedures and management information systems.

Corporate Governance

The Board is responsible for developing, reviewing and monitoring the Corporation’s approach to corporate governance.

Financial Reporting

The Board is responsible for:

• Ensuring that the operational and financial performance of the Corporation, as well as any developments that may have a significant and material impact on the Corporation, are adequately reported to shareholders, regulators and stakeholders on a timely and regular basis;

• Ensuring that the financial performance of the Corporation is reported fairly and in accordance with the Corporation’s disclosed accounting principles and applicable laws and regulations; and

• Developing, implementing and overseeing a disclosure policy to enable the Corporation to communicate effectively with its shareholders and other stakeholders.

Legal Requirements

The Board is responsible for ensuring overall compliance with legal and regulatory requirements applicable to the Corporation. The Board also has the responsibility for considering, as a full Board, the following matters that in law may not be delegated to Management or to a Committee:

• Any submission to shareholders of the Corporation of a question or matter requiring their approval;

• Filing of a vacancy among the directors or in the office of auditors of the Corporation;

• Issuance of securities;

• Declaration of dividends;

• Purchase, redemption or any other form of acquisition of shares issued by the Corporation;

• Payment of a commission to any person in consideration of such person purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares;

• Approval of management proxy circulars;

• Approval of any take-over bid circular or directors’ circular;

• Approval of annual financial statements, management discussion and analysis and annual information forms; and

• Adoption, amendment or repeal of the Articles or By-laws of the Corporation.

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Board Procedures

The Board is responsible for:

• Managing its own affairs, including developing its own agendas and procedures;

• Considering the composition and size of the Board and its impact, if any, on the Board’s effectiveness;

• Identifying and approving prospective nominees to the Board;

• Ensuring that there is a comprehensive orientation session for directors;

• Assessing the effectiveness and contribution of the Board, its committees and each individual Director;

• Determining the compensation of the Directors; and

• Otherwise establishing and reviewing its own policies and practices from time to time.

BOARD CHAIR

Appointment

The Board shall appoint a Board chair from among the Corporation’s Directors.

Specific Duties and Responsibilities

The Board chair leads the Board in all aspects of its work. The Board chair is responsible for effectively managing the affairs of the Board, ensuring that the Board is properly organized and that it functions efficiently. The Board chair advises the members of the Board in all matters concerning the interests of the Board and the relationships between Management and the Board. More specifically, the Board chair shall:

• Provide leadership to enable the Board to act effectively in carrying out its duties and responsibilities as described in the Board Charter and as otherwise may be appropriate;

• Provide leadership to the Board in the execution of its responsibilities;

• Chair the Board meetings;

• In consultation with the President & CEO and the chairs of the Committees, as appropriate, determine the frequency, dates and locations of meetings of the Board, Committees, and of the shareholders of the Corporation;

• In consultation with the President & CEO, review the meeting agendas to ensure that all required business is brought before the Board to enable it to efficiently carry out its duties and responsibilities;

• Ensure the Board has the opportunity, at each regularly scheduled meeting, to meet separately without nonindependent Directors and management personnel present;

• Ensure, in consultation with the chairs of the Committees, that all items requiring Board and Committee approval are appropriately tabled;

• Ensure the proper flow of information to the Board;

• Chair the annual and any special meeting of the shareholders of the Corporation and be available for questions and participate in any other manner as required;

• Ensure that all business that is required to be brought before a meeting of shareholders of the Corporation is brought before such meeting. This will include responding to all shareholder concerns regarding governance issues or other Board related issues;

• Carry out special assignments or other functions as requested by the Board;

• Provide feedback and input to Committee chairs on governance and other matters;

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• Be knowledgeable of corporate governance practices, stay abreast of developments in corporate governance practices and lead the adoption of “best practices” where appropriate; and

• Be willing to take a stand, even if it is contrary to prevailing opinion.

CHARTER REVIEW AND ASSESSMENT

This Charter will be reviewed at least annually by the Corporate Governance Committee, to ensure that it remains consistent with regulatory requirements, and with the overall goals and objectives of the Corporation. This Charter may only be changed by the written action and approval of the Board.

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