Chemtrade Logistics Income Fund : Management Information Circular

NOTICE OF OUR 2023 ANNUAL MEETING OF UNITHOLDERS

Items of business

If you held units of Chemtrade Logistics Income Fund at the close of business on March 18, 2024 (the record date), you are entitled to attend and vote at our 2024 annual meeting of unitholders, or at a reconvened meeting if the meeting is postponed or adjourned. You can read about each item of business beginning on page 6 of the attached management information circular which forms part of this notice.

By order of the board of trustees,

Susan M. Paré

Corporate Secretary

Chemtrade Logistics Income Fund

Toronto, Ontario

March 8, 2024

MESSAGE TO UNITHOLDERS

Dear fellow unitholders,

I am delighted to extend my greetings to you, my fellow Chemtrade unitholders, as we reflect on our outstanding achievements in 2023. The positive momentum which gained significant amplitude in 2022 was sustained in the past year and our team has good reason to feel pride in their accomplishments.

Your vote is important.

This management information circular contains important information about our 2024 annual meeting of unitholders. It tells you about the items of business, the voting process, how Chemtrade is governed, and executive compensation.

Please read the circular before you decide how to vote your units.

Units of the Fund are listed on the Toronto Stock Exchange (TSX) under the trading symbol CHE.UN. Financial information is provided in the Fund's annual consolidated financial statements and management's discussion and analysis (MD&A) for the year ended December 31, 2023. These and other documents, including the 2023 annual information form (AIF), are available on our website (www.chemtradelogistics.com) and on SEDAR+ (www.sedarplus.com).

Our board of trustees has approved the contents of this circular and authorized us to send it to our unitholders of record. A copy of the circular has also been sent to each trustee and the Fund's auditors.

About notice and access

We are using the notice and access method to deliver our meeting materials (the notice, our management information circular, and our 2023 annual financial statements and auditors' report thereon and the related annual management's discussion and analysis) to non-registered (beneficial) and registered unitholders for our 2024 annual meeting. Notice and access is a set of Canadian securities rules that permits us to provide online access to materials instead of sending paper copies, reducing energy use as well as paper and mailing costs.

If you are a beneficial or registered unitholder, we have sent you a notice which tells you how you can access the materials online or receive free printed copies which have been sent to your intermediary (or its agent) to distribute to you with either a proxy form or a voting instruction form. We pay the cost of distributing materials to non-objecting beneficial owners, but if you are an objecting beneficial owner, your intermediary bears the cost or may charge you for the cost.

Stratification

We have also elected to use procedures known as 'stratification' in relation to our use of the notice and access method. Stratification occurs when a reporting issuer using the notice and access provisions provides a paper copy of an information circular and, if applicable, a paper copy of financial statements and related management's discussion and analysis, to some unitholders together with a notice of a meeting of its unitholders. In relation to our 2024 annual meeting, non-registered (beneficial) and registered unitholders holding greater than 5,000 units will receive a paper copy of the notice of the meeting, this circular and voting instruction form or form of proxy whereas non-registered (beneficial) and registered unitholders holding less than 5,000 units will still receive a voting instruction form or form of proxy in the mail to vote your units, as well as a notice with instructions on how to access and view the electronic copy of our information circular, 2023 annual financial statements and auditor' report thereon and the related annual management's discussion and analysis.

By order of the board of trustees,

Susan M. Paré

Corporate Secretary, Chemtrade Logistics Income Fund

Toronto, Ontario

March 8, 2024

Do you wish to receive future meeting materials by e-mail?

E-Delivery with your brokerage or other intermediary institution ensures that unitholders receive documents faster, helps reduce printing and postage expenses and creates less paper waste. Unitholders who wish to enroll in E-Delivery should contact their brokerage or other intermediary institution.

If you have any questions or require assistance with voting your units, please contact:

North American Toll Free Phone: 1-800-530-5189

Local (Collect outside North America): 416-751-2066

Email:info@carsonproxy.com

ABOUT THE

UNITHOLDER

MEETING

This section includes information about the items of business, what you will be voting on, the voting process, this year's nominated trustees, and the board committees.

We will disclose this year's voting results in a news release after the meeting. The news release will be available on our website (www.chemtradelogistics.com) and on SEDAR+ (www.sedarplus.com).

BUSINESS OF THE MEETING

1. Receive our financial statements

The Fund's consolidated financial statements for the year ended December 31, 2023 and the auditors' report will be presented at the meeting.

These consolidated financial statements form part of our 2023 annual report, which is available on our website (www.chemtradelogistics.com) and on SEDAR+ (www.sedarplus.com) or by contacting our Corporate Secretary. They are also available through notice and access (see page 4).

All of the nominated trustees currently serve on the board. All trustees stand for election every year. All of the nominees are qualified and have expressed their willingness to serve on the board for a term of one year. If for any reason prior to the meeting, a nominee is unable to serve, the Chemtrade representatives named in the proxy form and voting instruction form have the discretion to vote for another nominee at their discretion.

You can read about the proposed board and each nominee beginning on page 11. We have a majority voting policy, which you can read about on page 49.

3. Appoint the auditors

The board and management recommend that KPMG continue as Chemtrade's auditors due to the quality of their services (as demonstrated by our rigorous evaluation described below) and because of the steps taken to ensure independence. The audit partner is rotated at least every seven years, in accordance with the Code of Professional Conduct of the Chartered Professional Accountants of Ontario, which strikes a good balance of independence and an ability to gain the thorough knowledge of our business needed to effectively audit it. Our current audit partner has been in the role since 2020 and had not previously served as our audit partner. Further, we have a policy not to hire individuals who were employed by the auditor unless at least two years have passed since they worked on Chemtrade matters, or other satisfactory evidence is provided to the audit committee of their independence. In addition, pursuant to the audit committee charter, the audit committee must ensure that any non-audit services performed by the auditor are not of such a quantity or quality as to impact the objectivity and independence of the auditor and the audit committee achieves this by annual approval of non-audit services, followed by pre-approval of any non-audit services that may arise during the year. All services performed by the auditor are considered independent of Chemtrade and in accordance with the relevant rules and related interpretations prescribed by relevant professional bodies in Canada and any applicable legislation or regulation.

Management performs annual assessments on the quality of the services rendered, communication, and the performance of KPMG LLP as auditors of the Fund. We solicit observations and opinions from Chemtrade and KPMG employees involved in the audit, and two-way feedback takes place following such evaluations. A more comprehensive review is conducted every five years with the chair of the audit committee. During 2023, we completed our comprehensive assessment of KPMG LLP relating to the 2022 audit. The management team evaluated KPMG LLP based on, among other things, the audit plan provided, the risk areas identified, the nature of audit findings, reports presented to the audit committee, a review of relevant inspection reports issued by the Canadian Public Accountability Board and the Public Company Accounting Oversight Board, technical competence of personnel, audit independence, objectivity and professional skepticism, quality of service, quality of the audit engagement team and communications. The chair of the audit committee, who was appointed as chair in May 2021, evaluated KPMG LLP in seven categories: (1) caliber of external audit firm, (2) quality processes, (3) audit team, (4) audit scope, (5) communications, (6) audit governance and independence and (7) audit fee. Both management and the chair of audit committee

were satisfied with the results of the 2023 comprehensive review for the audit services rendered by KPMG LLP. In 2024, the audit committee will reconsider the frequency of this comprehensive review of the auditor.

In determining to recommend KPMG LLP as the Fund's auditor for 2024, the board, on the recommendation of the audit committee, evaluated the benefits of long tenure in light of the controls in place to safeguard auditor independence, KPMG LLP's ability to exercise independent judgment and objectivity in the course of its audit, its capabilities and familiarity relative to the business of Chemtrade, accounting policies and practices, and internal controls over financial reporting, and the appropriateness of the fees and its tenure.

The table below shows the fees for KPMG LLP incurred in respect of the last two fiscal years.

Note: Fees in each category include disbursements and administrative fees.

4. Vote on the advisory resolution on our approach to executive compensation

You will vote on our approach to executive compensation as described in this circular. Our compensation discussion and analysis begins on page 21 and explains our compensation governance, pay for performance philosophy, the compensation elements, and the board's decisions about 2023 executive pay. Last year 95.84% of the votes cast were for our approach to executive pay.

This is an advisory vote, so the results are not binding on the board. If the advisory resolution is not approved by a majority of the votes cast at the meeting, the board will meet with unitholders, particularly those known to have voted against the advisory resolution, to understand their concerns. The board will review its approach to executive compensation in the context of those concerns and we will discuss the results of the review in our next management information circular.

Unitholders who vote against the resolution or wish to discuss executive compensation or other matters may wish to contact the board (see page 63 for details of our investor engagement policy).

You will vote on the following advisory resolution, subject to any amendments, variations or additions that may be approved at the meeting:

RESOLVED ON AN ADVISORY BASIS AND NOT TO DIMINISH THE ROLE AND RESPONSIBILITIES OF THE BOARD OF TRUSTEES of Chemtrade Logistics Income Fund (the Fund), that the unitholders accept the Fund's approach to executive compensation as disclosed in the compensation discussion and analysis section in the Fund's management information circular dated March 8, 2024 and delivered in advance of the 2024 annual meeting of unitholders.

5. Other business

The board and management are not aware of any amendment, variation or other matter that will be brought before the meeting.

Unitholder proposals and nominating trustees

We did not receive any unitholder proposals for our 2024 meeting.

If you want to submit a unitholder proposal for our 2025 annual meeting, we must receive your proposal by December 10, 2024, to be considered for inclusion in next year's management information circular.

If you want to nominate someone for election as a trustee for our 2025 annual meeting, the trustees must receive your nomination for annual general meetings:

• at least 30 days before the date of the annual meeting, or
• no later than 10 days after the date of first public announcement of the meeting (if the first public announcement is less than 50 days before the meeting).

You can find information about how to submit a unitholder proposal or nominate a trustee in the Fund's Declaration of Trust on SEDAR+ (www.sedarplus.com).