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Exco Technologies Limited Proxy Solicitation & Information Statement 2018

Dec 7, 2018

43150_rns_2018-12-07_8677f24b-27ea-4bb9-9163-b67d052d754d.pdf

Proxy Solicitation & Information Statement

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EXCO TECHNOLOGIES LIMITED

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual and special meeting of the shareholders of EXCO TECHNOLOGIES LIMITED (the "Corporation") will be held at the Magna Golf Club at 14780 Leslie St., Aurora, Ontario on Wednesday, the 30th day of January 2019 at the hour of 4:30 o'clock in the afternoon, Toronto time, (the “Meeting”) for the following purposes:

  1. to receive the Annual Report and the Financial Statements of the Corporation for the year ended September 30, 2018, together with the report of the auditor thereon;

  2. to elect directors for the ensuing year;

  3. to appoint the auditor for the ensuing year and to authorize the directors to fix the auditor’s remuneration;

  4. to consider and, if deemed appropriate, to adopt an ordinary resolution to ratify A By-Law Relating to the Advance Nominations of Directors of the Corporation (the "Advance Notice ByLaw"),

  5. to transact such other business as may properly come before the meeting or any adjournment thereof.

The accompanying Proxy form provides additional information relating to the matters to be dealt with at the meeting and is deemed to form part of this Notice. The Corporation has elected to use the notice-and-access provisions under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations for this Meeting. Notice-and-access provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to the shareholders by allowing the Corporation to post the information circular and any additional materials online. Shareholders will still receive this Notice of Meeting and a form of proxy and may choose to receive a hard copy of the information circular. The Corporation will not use procedures known as “stratification” in relation to the use of notice-and-access provisions. Stratification occurs when a reporting issuer using the notice-and-access provisions provides a paper copy of the information circular to some shareholders with the notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the notice-andaccess provisions, which will not include a paper copy of the information circular.

DATED at Toronto this 15th day of December 2018.

By Order of the Board of Directors

Drew Knight VP Finance, CFO and Secretary

Proxies to be used at the meeting must be deposited with the Corporation prior to the commencement of the meeting or with its transfer agent and registrar, TSX Trust Company, Proxy Department, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, by not later than 4:30 p.m. (Toronto time) on January 28, 2019, or if the meeting is adjourned, at least 48 hours before the commencement of the adjourned meeting. Registered shareholders who are unable to be present at the meeting are requested to date, sign and return the accompanying form of proxy and mail the same to TSX Trust Company in the envelope provided for that purpose. If you are a non-registered shareholder, please complete and return the proxy or the voting instruction form in accordance with the instructions provided to you by your broker or intermediary.