Goodfellow : Annual Information Circular 2022

GOODFELLOW INC.

Notice of Annual Meeting of Shareholders

and Management Proxy Circular

The Annual Meeting of Shareholders will take place on

May 17, 2023, at 11:00 a.m. (EDT)

This notice explains who can vote, what matters you will vote on, and how you can exercise your right to

vote your shares.

Please read carefully.

GOODFELLOW INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the Annual Meeting of Shareholders (the "Meeting") of Goodfellow Inc. (the "Corporation") will be held at the head office of the Corporation, located at 225 Goodfellow Street, Delson, Quebec, J5B 1V5, on May 17, 2023, at 11:00 a.m. (EDT) for the following purposes:

1. To receive the consolidated financial statements for the fiscal year ended November 30, 2022 and the independent external auditors' report thereon;
2. To elect directors;
3. To appoint the independent external auditors and authorize the directors to fix their remuneration;
4. To transact such other business as may properly be brought before the Meeting or at any adjournment thereof.

You are entitled to receive the notice of the Meeting and vote at the Meeting if you were a shareholder of the Corporation on April 12, 2023, at 5:00 p.m. (EDT).

The Corporation will be simultaneously holding the Meeting virtually, by way of a live webcast and telephone conference:

Webcast:https://edge.media-server.com/mmc/p/i5otjtbx

Call:Please contact Olivia Goodfellow ahead of the Meeting by phone at 450 638-8177 or by email at ogoodfellow@goodfellowinc.com to obtain the phone number and your personal password.

Once you have the phone number and personal password, please dial in 15 minutes before the beginning of the meeting.

Shareholders are urged to vote on the matters in advance of the meeting by proxy, and even more so if they are planning to attend the meeting virtually, as the webcast and telephone conference will not allow shareholders to cast votes during the Meeting. Shareholders will be able to submit questions to the Management team through the live webcast or telephone conference during a portion of the Meeting dedicated for this purpose.

The following pages provide information about how to exercise your right to vote your shares and additional information relating to the matters to be dealt with at the Meeting.

DATED at Delson, Quebec

April 4, 2023

By order of the Board of Directors,

Robert Hall

Chair of the Board

SHAREHOLDERS ARE URGED TO COMPLETE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT IN THE POSTAGE-PAID ENVELOPE PROVIDED FOR THAT PURPOSE. TO BE VALID, PROXIES MUST BE RECEIVED AT THE OFFICE OF COMPUTERSHARE INVESTOR SERVICES INC., 100 UNIVERSITY AVENUE, 8th FLOOR, TORONTO, ONTARIO, M5J 2Y1, NO LATER THAN 11:00 A.M. (EDT) ON MAY 15, 2023.

GOODFELLOW INC.

MANAGEMENT PROXY CIRCULAR

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 17, 2023, AT 11:00 A.M. (EDT)

SOLICITATION OF PROXIES

This Management Proxy Circular (the "Circular") is provided in connection with the solicitation by the management of Goodfellow Inc. (the "Corporation" or "Goodfellow") of proxies for use at the Annual Meeting of Shareholders (the "Meeting") of the Corporation to be held on May 17, 2023, at the time and place set forth in the notice of said Meeting and at any and all adjournments thereof.

Except as otherwise indicated, the information contained herein is given as at April 4, 2023. All dollar amounts appearing in the Circular are in Canadian dollars, except if another currency is specifically mentioned.

This solicitation is made primarily by mail; however, officers and regular employees of the Corporation may solicit proxies in person. In addition, the Corporation shall, upon request, reimburse brokerage firms and other custodians for their reasonable expenses in forwarding proxies and related material to beneficial owners of shares of the Corporation. The cost of soliciting proxies will be borne by the Corporation and is expected to be nominal.

APPOINTMENT OF PROXYHOLDERS

The persons named as proxyholders in the accompanying form of proxy are directors or officers of the Corporation. A shareholder has the right to appoint as proxyholder a person (who is not required to be a shareholder) other than the persons whose names are printed as proxyholders in the accompanying form of proxy, by inserting the name of the chosen proxyholder in the blank space provided for that purpose in the form of proxy. The completed proxy shall be delivered to the office of Computershare Investor Services Inc., 100 University Avenue, 8th floor, Toronto, Ontario, M5J 2Y1 no later than 11:00 A.M. (EDT) on May 15, 2023. The Corporation will be simultaneously holding the Meeting virtually by way of a live webcast and telephone conference:

Webcast:https://edge.media-server.com/mmc/p/i5otjtbx

Call:Please contact Olivia Goodfellow ahead of the Meeting by phone at 450 638-8177 or by email at ogoodfellow@goodfellowinc.comto obtain the phone number and your personal password.

Once you have the phone number and personal password, please dial in 15 minutes before the beginning of the meeting.

Shareholders are urged to vote on the matters in advance of the meeting by proxy, and even more so if they are planning to attend the meeting virtually, as the webcast and telephone conference will not allow shareholders to cast votes during the Meeting.

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REVOCATION OF PROXIES

A shareholder giving a proxy pursuant to this solicitation may revoke such proxy by instrument in writing executed by the shareholder or by his attorney authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized, and deposited either at the head office of the Corporation at any time up to and including the last business day preceding the day of the Meeting in respect of which such proxy is to be used, or any adjournment thereof, or with the chair of such Meeting on the day of the Meeting, or any adjournment thereof.

VOTING OF SHARES AT THE MEETING

The persons named in the enclosed form of proxy will vote the shares in respect of which they are appointed in accordance with the instructions of the shareholder(s) appointing them. In the absence of such instructions, such shares will be voted FORthe election of the proposed directors and FORthe appointment of the proposed independent external auditors (the "auditors"), the whole in accordance with the terms contained in this Circular.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to matters identified in the notice of Meeting and to any other matter as may properly come before the Meeting. At the time of printing this Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The authorized capital stock of the Corporation consists of an unlimited number of common shares without par value. Each common share carries the right to one vote. As at April 4, 2023, there were 8,548,054 outstanding common shares. All shareholders shown in the register of the Corporation on April 12, 2023, at 5:00 p.m. (EDT) (the "Record Date") will be entitled to vote at the Meeting and any adjournment thereof if present or represented by proxy thereat. For more information on voting procedure, please see below under the section "Voting Procedures".

For more information concerning the transmission of proxies, please see above under the section "Appointment of Proxyholders". Take note that if you are an objecting beneficial owner, your intermediary will need your voting instructions sufficiently in advance of this deadline to enable your intermediary to act on your instructions prior to the deadline. See "Voting Procedures - Non-Registered Shareholders (Beneficial Owners)" below.

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