Timbercreek Financial Corp. — Proxy Solicitation & Information Statement 2025

Mar 26, 2025

TIMBERCREEK FINANCIAL CORP.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual meeting (the "Meeting") of the holders ("Shareholders") of common shares of Timbercreek Financial Corp. (the "Company") will be held as follows:

When: Wednesday, May 7, 2025 at 1:00 p.m. (Toronto time)

Where: Virtual only meeting via live audio webcast online at URL: https://virtual-meetings.tsxtrust.com/1752
Password: timbercreek2025

The Meeting will be held for the following purposes:

1. to receive the financial statements of the Company for the financial year ended December 31, 2024 and the report of the auditor thereon;
2. to elect the directors of the Company to hold office until their successors are elected at the next annual meeting of the Company, unless their office is earlier vacated;
3. to appoint KPMG LLP as the auditor of the Company to hold office until the next annual meeting of the Company and to authorize the directors to fix the remuneration to be paid to the auditor; and
4. to transact such other business as may properly be brought before the Meeting.

The accompanying information circular (the "Information Circular") contains details of the matters to be considered at the Meeting. The above matters are deemed to include consideration of any permitted amendment to or variation of any matter identified in this notice and such other business as may properly come before the Meeting or any adjournment or postponement thereof. Management is not aware of any other matters which are expected to come before the Meeting.

The directors of the Company have fixed March 18, 2025 (the "Record Date") as the record date for determining the Shareholders entitled to receive notice of and to vote at the Meeting. Only registered Shareholders of the Company as of the close of business on the Record Date will be entitled to receive notice of and to vote, in person or by proxy, at the Meeting.

The Company has elected to use the notice-and-access provisions ("Notice-and-Access Provisions") under National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") and National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that allows issuers to post electronic versions of proxy-related materials online, via the System for Electronic Document Analysis and Retrieval + ("SEDAR+") and one other website, rather than mailing paper copies of such materials to securityholders.

Electronic copies of this notice, the Information Circular and other Meeting materials may be found on the Company's profile on SEDAR+ at www.sedarplus.com and on a host website at www.meetingdocuments.com/TSXT/TF/.

Shareholders are reminded to review the Information Circular before voting.

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Shareholders will receive paper copies of a notice package (the "Notice Package") via pre-paid mail containing a notice with the information prescribed by NI 54-101 and a form of proxy (if a registered Shareholder) or a voting instruction form (if a non-registered Shareholder). The Company will not use procedures known as "stratification" in relation to the use of the Notice-and-Access Provisions. Stratification occurs when an issuer using the Notice-and-Access Provisions sends a paper copy of the Information Circular to some securityholders with a Notice Package.

Shareholders may obtain paper copies of the Information Circular and the Meeting materials free of charge by calling 1-888-433-6443 or by email at tsxt-fulfilment@tmx.com at any time up until the date of the Meeting, including any adjournment or postponement thereof. Any Shareholder wishing to obtain a paper copy of the Meeting materials should submit their request no later than on April 16, 2025 in order to receive paper copies of the Meeting materials in time to vote before the Meeting. Shareholders may also use the toll-free number noted above to obtain more information about the Notice-and-Access Provisions. Under the Notice-and-Access Provisions, Meeting materials will be available for viewing on the host website for one year from the date of posting.

Registered Shareholders and duly appointed proxyholders will be able to virtually attend the Meeting, submit questions and vote in real time, provided they are connected to the internet and follow the instructions in the accompanying Information Circular. Non-registered, or beneficial, Shareholders who have not duly appointed themselves as proxyholder will be able to virtually attend the Meeting as guests, but will not be able to vote at the Meeting.

Shareholders who wish to appoint a person other than the management nominees identified in the form of proxy or voting instruction form (including beneficial Shareholders who wish to appoint themselves as proxyholder) must carefully follow the instructions in the Information Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust Company (the "Transfer Agent"), after submitting the form of proxy or voting instruction form. If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the Meeting as your proxy and vote your common shares, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder with the Transfer Agent will result in the proxyholder not receiving a control number to participate in the Meeting and only being able to attend as a guest. Guests will be able to listen to the Meeting but will not be able to vote.

DATED at Toronto, Ontario as of March 24, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

By: (Signed) "R. Blair Tamblyn"
Name: R. Blair Tamblyn
Title: Chair