Canadian General Investments : Management Information Circular

Corporation through the reduction in both postage and material costs and the promotion of environmental responsibility by decreasing the volume of paper documents generated by printing proxy-related materials.

Electronic copies of the Notice of Meeting, the Circular and the Corporation's Annual Report, which contains the audited comparative Financial Statements as at and for the financial year ended December 31, 2023, together with the Auditor's report thereon, and the associated Management Report of Fund Performance, may be found on the Corporation's SEDAR+ profile at www.sedarplus.com, on the U.K. National Storage Mechanism's website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism, and also on the Corporation's website at www.canadiangeneralinvestments.ca. Shareholders are reminded to review the Circular before voting.

Shareholders may obtain paper copies of the Circular and the 2023 Annual Report free of charge, or more information about notice-and-access, by contacting the Corporation at 1-866-443-6097 (ext. 500) within North America or direct, from outside North America, at (416)366-2931 (ext. 500). Alternatively, shareholders may email the Corporation at cgifund@mmainvestments.com. In order to receive paper copies of these materials in time to vote before the Meeting, such request must be received by April 3, 2024.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

As at February 29, 2024 the Corporation has outstanding 20,861,141 Common Shares. Each holder of Common Shares is entitled to one vote for each Common Share registered in his or her name as at the close of business on February 29, 2024, being the record date fixed by the Board of Directors of the Corporation (the "Board") for the purpose of determining holders of outstanding Common Shares entitled to receive notice of and to vote at the Meeting.

To the knowledge of the Directors and Executive Officers of the Corporation, the only persons or corporations that beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the outstanding Common Shares of the Corporation are the following:

ELECTION OF DIRECTORS

Directors of the Corporation are elected annually, and seven Directors are to be elected at this Meeting. Unless authority to vote in the election of Directors is withheld, the persons whose names are pre-printed in the enclosed form of proxy intend to vote the Common Shares represented thereby for the election of the nominees whose names are set forth below, all of whom, with the exception of Clive W. Robinson, are currently members of the Board. Management does not anticipate that any of the nominees will be unable to serve as a Director but, if that should occur for any reason prior to the Meeting, the persons whose names are pre-printed in the enclosed form of proxy will vote for the election of another person or persons in their discretion unless authority to vote in the election of Directors is withheld. Each Director elected will hold office until the annual meeting of shareholders next following his or her election or until his or her successor is duly elected or appointed unless his or her office is earlier vacated in accordance with the Corporation's By-Laws.

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The following table and notes thereto set out the names of all persons proposed to be nominated for election as Directors, all other positions and offices held by them with the Corporation, their principal occupation or employment, the year in which they first became a Director of the Corporation and the approximate number of Common Shares of the Corporation beneficially owned or over which control or direction is exercised by each of them as of the date hereof. The information as to present principal occupation and Common Shares beneficially owned, controlled or directed has been furnished by the respective nominees.

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Notes:

1. All of the nominees were previously elected as Directors at a meeting of shareholders of the Corporation except Sanjay Nakra and Clive W. Robinson. Sanjay Nakra was appointed as a Director by the Board in July 2023. Clive Robinson is being nominated as a new Director.
2. During the ten years prior to the date hereof no nominee is, or has been, a director, chief executive officer or chief financial officer of any company that was subject to a cease trade order, order similar to a cease trade order or order that denied the relevant company access to any exemption under securities legislation that was issued (i) while that person was acting in that capacity, or (ii) after that person ceased to be acting in that capacity and which resulted from an event that occurred while that person was acting in that capacity.
3. The current members of the Corporation's Audit Committee are James F. Billett, Marcia Lewis Brown, A. Michelle Lally and Michael C. Walke.
4. The current members of the Corporation's Corporate Governance Committee are Marcia Lewis Brown, Jonathan A. Morgan and Michael C. Walke.
5. The current members of the Corporation's Independent Directors Committee are James F. Billett, Marcia Lewis Brown, A. Michelle Lally, Sanjay Nakra and Michael C. Walke.
6. The Common Shares shown above opposite the name of Jonathan A. Morgan are held by 225490 Investment Limited, a company 100% owned by Mr. Morgan.

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1. The Common Shares shown above opposite the name of Vanessa L. Morgan are held by Dapple Investments Ltd., a company 100% owned by Ms. Morgan.
2. New Annan Investments Ltd., owned as to 50% by each of Jonathan A. Morgan and Vanessa L. Morgan, holds 994,644 Common Shares.
3. Third holds 7,629,811 Common Shares. Jonathan A. Morgan and Vanessa L. Morgan beneficially own or exercise control over an aggregate of 100% of the Common Shares of Third.
4. Jonathan A. Morgan and Vanessa L. Morgan are voting members and directors of The Catherine and Maxwell Meighen Foundation, a charitable foundation, which owns beneficially and directly 2,047,759 Common Shares. Vanessa L. Morgan is also the Chair and Jonathan A. Morgan is also Vice-Chair of such foundation.

REMUNERATION OF DIRECTORS

Effective November 1, 2023, each Director of the Corporation, other than a Director who is an Executive Officer of Morgan Meighen & Associates Limited, the manager of the Corporation (the "Manager"), is entitled to receive an annual retainer of $38,200, the Chair of the Audit Committee is entitled to an annual retainer of $17,000 and the Chair of the Independent Directors Committee, the Corporate Governance Committee, or any other Committee of the Board, is entitled to an annual retainer of $8,700. With respect to meetings, a fee of $1,800 for member attendance at each meeting of the Board or Committee thereof is paid.

During the financial year ended December 31, 2023, six independent Directors of the Corporation received Directors' remuneration aggregating $291,336 from the Corporation and no other compensation was paid or is payable to the Directors of the Corporation in respect of that year, except for compensation, aggregating $47,973, paid by the Corporation in respect of such persons acting as members of the Independent Review Committee for the Corporation (a committee established pursuant to National Instrument 81-107 - Independent Review Committee for Investment Funds ("NI 81-107")). The Board may from time to time engage individual members to conduct special assignments that are particularly suited to the member's expertise. Compensation requires Board approval and will be determined according to prevailing related professional rates. Also, with the approval of the Board on a case-by-case basis, any Director who is not an Executive Officer of the Manager, who meets with a third party to effect business for the Board or any Committee of the Board will be paid a fee, equivalent to a Board meeting fee, as compensation for participating in such a meeting.

Remuneration of Directors is determined by the Board from time to time upon the recommendation of the Corporate Governance Committee, with a view to providing appropriate compensation for individuals serving as Directors of the Corporation and as members of Committees of the Board.

The following table provides information relating to compensation of the individual Directors by the Corporation for their services as Directors for the year ended December 31, 2023:

Other compensation represents fees paid by the Corporation to each independent Director in respect of such person acting as a member of the Independent Review Committee for the Corporation.

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clients, including the Company and its shareholders, and to ensure that at all times the interests of clients are placed above personal interests of the Manager, its employees, directors and officers. Appropriate written policies and procedures are maintained to ensure the proper management of the Company, including the monitoring and management of risk. In addition, these include policies and procedures required by NI 81-107 relating to conflicts of interest, including fees and expenses charged to the Company, trade allocations, portfolio pricing, best execution, proxy voting, personal trading and cross trading. Risk reporting is reviewed by both the audit committee and the Board.

Applicable Canadian securities laws, including NI 81-102, NI 81-106, NI 81-107 and NI 31-103, are available on the website of the Ontario Securities Commission (www.osc.gov.on.ca) which is the principal regulator of both the Company and the Manager. As a listed issuer, the Company is also subject to the various requirements of the Toronto Stock Exchange. The Company, through the oversight of the Board and its committees, and the Manager have complied with the corporate governance provisions of the OBCA and applicable Canadian securities laws.

DIVERSITY POLICY

The Directors of the Corporation recognize that diversity within the Board and at the executive management level contributes to the success of the Corporation and is a measure of effective corporate governance.

The objective of this Diversity Policy is to encourage a diverse and wide range of backgrounds and perspectives when accepting candidates for consideration either to open Board positions or when planning for eventual Board succession. The Board is committed to appointing the best possible applicant, and candidates are selected based on a balance of skills and experience, taking into account the competencies necessary for the role being offered.

Listing Rule 14.33.3 R of the UK Financial Conduct Authority requires that the Company provide annual diversity reporting. As at December 31, 2023, three of the Corporation's seven member Board were women, two of whom held senior positions as Board Chair and chair of the Independent Directors Committee, respectively. In addition, the chair of the Corporation's Corporate Governance Committee is also female. As pertains to ethnicity, one Board member identified as Asian/Asian British. The Board will consider setting expanded diversity targets and making recommendations for consideration and approval to the Board, as and when determined appropriate.

Board Diversity Composition Table

The information in the tables above was obtained by circulating an anonymous diversity data survey and the results above are as of October 30, 2023. There have been no changes to the Board between October 2023 and the date of publication of this report.

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AVAILABLE DOCUMENTATION

The Corporation shall provide to any person or company, upon request to the Secretary of the Corporation, one copy of (i) the Corporation's current Annual Information Form, together with any document, or the pertinent pages of any document, incorporated therein by reference, (ii) the most recently filed comparative Annual Financial Statements of the Corporation together with the report of the Auditors thereon and any Interim Financial Statements of the Corporation that have been filed for any period after the end of its most recently completed financial year, as well as the related Management Report of Fund Performance, (iii) the Management Information Circular of the Corporation in respect of the most recent annual meeting of its shareholders, (iv) the most recent annual report of the Corporation's independent review committee appointed under NI 81-107, (v) the most recently prepared quarterly portfolio disclosure of the Corporation, and (vi) the current proxy voting policies of the Corporation and its most recently prepared proxy voting record. The Corporation may require the payment of a reasonable charge when the request is made by someone who is not a shareholder of the Corporation, unless securities of the Corporation are in the course of a distribution under a short form prospectus, in which case such documents will be provided free of charge. Financial information is provided in the Corporation's comparative Annual Financial Statements and related Management Report of Fund Performance for the Corporation's most recently completed financial year. Additional information regarding the Corporation is also available on SEDAR+ at www.sedarplus.com.

VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXY

On any ballot that may be called for at the Meeting, the Common Shares represented by each properly executed proxy in favour of the persons whose names are pre-printed in the enclosed form of proxy will be voted or withheld from voting in accordance with the specifications given by the shareholder. In the absence of such specifications in the enclosed form of proxy, where the shareholder has appointed the persons whose names have been pre-printedin the enclosed form of proxy as the shareholder's nominees at the Meeting, such Common Shares will be voted FOR the election of Directors and FOR the appointment of the Auditor including the authorization for the Directors to fix the Auditor's remuneration.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. At the date hereof the Management of the Corporation knows of no such amendments or variations or matters to come before the Meeting other than the matters referred to in the Notice of Meeting. However, where a shareholder has appointed the persons whose names have been pre-printed in the enclosed form of proxy as the shareholder's nominees at the Meeting, if any amendments or variations to matters identified in the Notice of Meeting or any other matters which are not now known to Management should properly come before the Meeting, the accompanying proxy will be voted on such matters in accordance with the best judgment of the person voting the proxy.

The contents and sending of this Circular have been approved by the Board of Directors of the Corporation.

By Order of the Board,

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