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Tidewater Midstream and Infrastructure Ltd. Proxy Solicitation & Information Statement 2023

Apr 28, 2023

47272_rns_2023-04-28_68c1d170-edf5-4cd9-8ba6-14fc3060b333.pdf

Proxy Solicitation & Information Statement

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Annual General and Special Meeting of Shareholders

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

MEETING DATE, TIME & LOCATION:

Date: May 31, 2023 Time: 2:30 p.m. (Calgary time) Place: Livingston Place Conference Centre, 222 3rd Avenue S.W., Calgary, Alberta T2P 0B4

You are receiving this notification because Tidewater Midstream and Infrastructure Ltd. (the “ Corporation ”) will be using the notice and access model for the delivery of meeting materials to our shareholders in respect of our upcoming annual general and special meeting to be held on May 31, 2023 (the “ Meeting ”). Under the notice and access model, shareholders still receive a proxy or voting instruction form (“ VIF ”) enabling them to vote at the Meeting by proxy. However, instead of a paper copy of the full Information Circular – Proxy Statement (“ Information Circular ”), shareholders receive this notification which provides guidelines on how to access the Information Circular electronically. Adopting the notice and access model to deliver materials is more environmentally friendly as it reduces paper use and also lowers the Corporation’s costs for printing and mailing. Shareholders with questions about notice and access can call toll free at 1-866-600-5869 or email [email protected].

– Matters to be Voted on at the Meeting –

The resolutions to be voted on at the Meeting are listed below, along with the section name in the Information Circular where further detail regarding the matter is provided. Shareholders are reminded to review the Information Circular carefully before voting as it has been prepared to help you make an informed decision.

Fixing the Number of Directors: Fixing the number of directors at seven members. Please refer to “ Particulars of the Matters to be Acted Upon - Fixing the Number of Directors ” in the Information Circular.

Election of Directors: The election of the directors for the coming year. Please refer to “ Particulars of the Matters to be Acted Upon - Election of Directors ” in the Information Circular.

Auditor: The appointment of Deloitte LLP as our auditor for the coming year and authorizing the Directors to fix their remuneration. Please refer to “ Particulars of the Matters to be Acted Upon - Appointment of Auditor ” in the Information Circular.

Amending the Stock Option Plan and Approving the Unallocated Stock Options: Amending the Corporation’s stock option plan (the ” Plan ”) and approving the unallocated stock options under the Plan. Please refer to “ Particular Matters to be Acted Upon – Approval of Amended and Restated Stock Option Plan and Unallocated Stock Options ” in the Information Circular.

Say on Pay: The approval, on a non-binding advisory basis, of the Corporation’s approach to executive compensation. Please refer to “ Particulars of the Matters to be Acted Upon - Advisory Vote On Executive Compensation ” in the Information Circular.

SHAREHOLDERS ARE REMINDED TO REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING.

The Corporation has elected to use a procedure known as ‘stratification’ in relation to its use of notice and access. Stratification is the process of including a paper copy of the Information Circular in the notice package that is sent to certain shareholders. In relation to the Meeting, the Corporation has determined that registered shareholders and those beneficial shareholders with existing instructions on their account to receive paper material will receive a paper copy of the Notice of Meeting, the Information Circular and a form of proxy or VIF (as applicable), whereas other beneficial shareholders will receive this N&A notification plus a VIF.

– How to Access the Meeting Materials –

How to View Online: You may access the Meeting materials (Information Circular and related materials) as follows:

Website: https://docs.tsxtrust.com/2021

or

SEDAR profile: www.sedar.com

How to Receive a Paper Copy: If you would like to receive a paper copy of the Meeting materials by mail, you may call toll free at 1-866-600-5869 or email at [email protected] (there is no charge to you for requesting a paper copy). In order to receive a paper copy of the Meeting materials in time to vote before the Meeting, your request should be received by May 19, 2023.

If you do request a paper copy of the Meeting materials, please note that another VIF will not be sent; please retain the enclosed VIF for voting purposes .

– How to Vote Your Shares –

Beneficial shareholders may vote or appoint a proxy by using the accompanying VIF at least one business day in advance of the proxy deposit deadline noted on the VIF. You must carefully follow the instructions provided by your intermediary, including those regarding when and where the VIF is to be delivered, to ensure your shares are voted at the meeting.

– Request for Financial Statements –

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

I am currently a security holder of the Corporation and as such request the following:

  • Annual Financial Statements with MD&A

(Mark this box to receive Annual Financial Statements and related MD&A)

  • Interim Financial Statements with MD&A

  • (Mark this box to receive Interim Financial Statements and related MD&A)

If the cut-off time has passed, please fax or mail your request to: TSX Trust Company, 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1 or by fax at 416-595-9593.