Extendicare Inc.

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NOTICE

AND

MANAGEMENT INFORMATION AND PROXY CIRCULAR

FOR THE

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

OF

TO BE HELD ON

May 27, 2021

Dated: April 15, 2021

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April 15, 2021

Fellow Extendicare Shareholders,

On behalf of the Board and management, we invite you to the annual and special meeting of the shareholders of Extendicare, to be held on Thursday, May 27, 2021, at 10:30 a.m. (Toronto time). In light of the ongoing public health concerns related to the spread of COVID-19 and in order to mitigate the potential risks to the health and safety of our shareholders, employees and the broader community, we will once again be holding our meeting in a virtual only format, by way of a live audio webcast. Shareholders will be able to listen, participate and vote at the meeting in real time through a web-based platform, providing an opportunity for all to participate regardless of geographic location. Additional information on how to attend the virtual meeting is enclosed.

The meeting provides Extendicare shareholders with an opportunity to consider and participate in key matters relating to the business and affairs of the Company. The accompanying management information and proxy circular describes the business to be conducted at the meeting, and contains information on the Company’s corporate governance and executive compensation practices. We hope that you take the time to review these meeting materials and exercise your vote.

Your vote is important. You may vote either by attending the virtual meeting and voting via online ballot or by completing and submitting your proxy form in advance of the meeting. Whether or not you plan to attend the meeting by joining the live webcast online, we encourage you to provide your voting instructions in advance of the meeting in accordance with the enclosed form of proxy or voting instruction form. While you may register your position through the mail, we encourage you to consider the benefits of doing so over the internet, which is both secure and instantaneous. Whichever method you choose, your participation matters to us.

The past year has been extraordinarily difficult. Our condolences go out to those families who have lost loved ones and to residents and clients who have suffered from COVID-19, as well as the isolation experienced by all of our residents brought about by the visitation restrictions necessitated in our homes and residences.

Extendicare also mourned the loss of a member of our care team, as well as family members of some of our staff who were lost to this terrible virus. In all of our homes, residences and community care environments, difficult sacrifices have been made by team members, residents, clients and family members to protect each other during extremely trying circumstances.

In recognition of the heroic efforts of workers in long-term care homes and retirement residences during 2020, Extendicare joined with Chartwell Retirement Residences, Revera and Sienna Seniors Living to launch the Senior Living CaRES Fund with a $2-million donation. An additional $200,000 was contributed to the CaRES fund by the Company in recognition of the decision by the members of Extendicare’s Board of Directors who elected to waive a portion of their fees given this year’s extraordinary circumstances.

The CaRES fund provided one-time financial assistance up to $10,000 to Canadian employees of senior living operators who worked in either long-term care or retirement communities for emergency or unforeseen expenses resulting from the impact of COVID-19. Hundreds of caregivers from across Canada benefited from this financial assistance last year. The CaRES fund will continue its legacy post-COVID-19 through the establishment of a foundation aimed at continuing emergency funding and providing support to employees or their family members to pursue higher education or training. More information about the fund and the application process can be found at seniorlivingcaresfund.ca.

We are most grateful for the fact that highly effective vaccines against COVID-19 have become available and that the majority of our residents and staff have received at least one dose of a vaccine. The vaccinations combined with continued vigilant testing protocols will help ensure that the future impact of the pandemic on our residents, clients and staff is kept to a minimum.

We hope you will be able to join us for the live audio webcast at www.virtualshareholdermeeting.com/EXE2021. For those unable to attend the live webcast, an archived recording will be available on our website following the meeting.

Thank you for your continued support of Extendicare.

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Yours very truly,
Alan Torrie
Chairman
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Page Notice of Annual and Special Meeting of Shareholders of Extendicare Inc. ................................................................. 1 General Proxy Matters ...................................................................................................................................................... 2 Solicitation of Proxies ...................................................................................................................................................... 2 Record Date and Voting Rights ........................................................................................................................................ 2 Questions and Answers on the Virtual Meeting ............................................................................................................... 2 Voting Instructions for Registered Shareholders .............................................................................................................. 3 Voting Instructions for Non-registered Shareholders ....................................................................................................... 4 Revocation of Proxy ......................................................................................................................................................... 4 Exercise of Discretion by Proxyholders ........................................................................................................................... 5 Principal Holders of Common Shares .............................................................................................................................. 5 Business of the Meeting ...................................................................................................................................................... 6 Financial Statements ........................................................................................................................................................ 6 Appointment of Auditors.................................................................................................................................................. 6 External Auditor Services Fees .................................................................................................................................... 6 Election of Directors ........................................................................................................................................................ 6 Majority Voting Policy ................................................................................................................................................. 7 Nominees for Election as Directors .............................................................................................................................. 7 Corporate Orders and Bankruptcies ........................................................................................................................... 12 Board Skills Matrix .................................................................................................................................................... 12 Reconfirmation of the Company’s Amended and Restated Shareholder Rights Plan .................................................... 13 Shareholder Advisory Vote on the Approach to Executive Compensation .................................................................... 14 Compensation Discussion and Analysis .......................................................................................................................... 15 Human Resources Committee Letter to Shareholders .................................................................................................... 15 Composition of the Human Resources Committee ........................................................................................................ 17 2019 Review of Executive Compensation Programs ..................................................................................................... 17 Overview of Executive Compensation Programs ........................................................................................................... 18 Compensation for 2020 .................................................................................................................................................. 22 Performance Graph ........................................................................................................................................................ 27 Summary Compensation Table of Named Executive Officers ..................................................................................... 28 Incentive Plan Awards ..................................................................................................................................................... 29 Outstanding Share-based Awards................................................................................................................................... 29 Value Vested During 2020 ............................................................................................................................................. 29 Pension Plan Benefits ....................................................................................................................................................... 30 Defined Benefit Plans Table ........................................................................................................................................... 30 Termination and Change of Control Benefits ................................................................................................................ 30 Employment Agreements ............................................................................................................................................... 30 Quantification of Potential Payments upon Termination or Change of Control ............................................................. 32 Compensation of Directors of Extendicare .................................................................................................................... 32 Components of Directors’ Fees ...................................................................................................................................... 32 Outstanding Share-based Awards................................................................................................................................... 33 Anti-hedging and Anti-monetization .............................................................................................................................. 33 Director Share Ownership Policy ................................................................................................................................... 34 Securities Authorized for Issuance Under Equity Compensation Plans ..................................................................... 34 Indebtedness of Directors and Executive Officers ......................................................................................................... 34 Interest of Certain Persons or Companies in Matters to be Acted Upon .................................................................... 34 Directors’ and Officers’ Liability Insurance .................................................................................................................. 34 Non-GAAP Measures ....................................................................................................................................................... 34 Audit Committee Information......................................................................................................................................... 35 Governance Disclosure..................................................................................................................................................... 35 Other Business .................................................................................................................................................................. 35 Shareholder Proposals ..................................................................................................................................................... 35 Additional Information .................................................................................................................................................... 35 Approval of Directors ...................................................................................................................................................... 35 Glossary of Terms ............................................................................................................................................................ 36 Schedule A: Summary of the Principal Terms of the Amended and Restated Shareholder Rights Plan .............. A-1 Schedule B: Statement of Corporate Governance Practices ..................................................................................... B-1 Schedule C: Mandate of the Board of Directors ......................................................................................................... C-1

Extendicare Information Circular – April 2021

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF EXTENDICARE INC.

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the “ Meeting ”) of the holders of common shares (collectively, the “ Shareholders ”) of Extendicare Inc. (“ Extendicare ” or the “ Company ”) will be held on Thursday, May 27, 2021, at 10:30 a.m. (Toronto time) by virtual only meeting via live audio webcast at www.virtualshareholdermeeting.com/EXE2021 for the following purposes:

(1) to receive the consolidated financial statements of the Company for the year ended December 31, 2020 and the report of the auditors thereon;
(2) to appoint the auditors of the Company and authorize the directors to fix the auditors remuneration;
(3) to elect the directors of the Company;
(4) to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution approving the reconfirmation of the amended and restated shareholder rights plan agreement of the Company dated as of May 24, 2018, all as more particularly described and set forth in the accompanying management information and proxy circular of the Company (the “ Information Circular ”);
(5) to approve an advisory (non-binding) resolution to accept the approach of the Company to executive compensation disclosed in the Information Circular; and
(6) to transact such further business as may properly come before the Meeting or any adjournment thereof.

The accompanying Information Circular contains additional information relating to the matters to be dealt with at the Meeting.

Only Shareholders of record at the close of business on April 8, 2021 will be entitled to vote at the Meeting and any adjournment thereof.

In light of the ongoing public health concerns related to the spread of COVID-19 and in order to mitigate the potential risks to the health and safety of our Shareholders, employees and the broader community, this year’s Meeting will once again be held in a virtual only format, by way of a live audio webcast. Shareholders are cordially invited to participate in the online Meeting at www.virtualshareholdermeeting.com/EXE2021.

Registered Shareholders and duly appointed proxyholders who attend the online Meeting can vote or submit questions during the Meeting’s live audio webcast. Non-registered (or beneficial) Shareholders with a 16-digit control number who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions, however, they will not be able to vote. Non-registered Shareholders without a 16-digit control number who have not duly appointed themselves as proxyholders can attend the Meeting as guests. See “How do I attend and participate at the virtual Meeting?” in the accompanying Information Circular for detailed instructions on how to attend and vote at the Meeting. Whether or not Shareholders are able to attend the Meeting, registered Shareholders and non-registered Shareholders are encouraged to provide voting instructions in accordance with the enclosed form of proxy or voting instruction form, respectively.

To be valid, the proxy must be received by Broadridge Investor Communications Corporation no later than 10:30 a.m. (Toronto time) on May 25, 2021, and if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of the adjourned or postponed Meeting. In addition, the form of proxy provides instructions on how to vote over the internet or by telephone.

If you are a non-registered Shareholder (also known as a beneficial Shareholder) and receive the Meeting materials through an intermediary, please carefully follow the instructions provided by the intermediary, including those regarding when and where the voting instruction form is to be delivered, in order to provide sufficient time for the intermediary to act on them prior to that deadline.

Additional information relating to the exercise of voting rights by registered and non-registered Shareholders is included in the accompanying Information Circular.

If you did not receive a copy of our 2020 Annual Report, you can view the report on our website at www.extendicare.com, or to receive a hard copy, please contact the Vice President, Investor Relations of the Company at 905-470-5534.

DATED at Markham, Ontario on April 15, 2021.

By order of the Board of Directors of Extendicare Inc.

John Toffoletto

Senior Vice President, Chief Legal Officer and Corporate Secretary

Extendicare Information Circular – April 2021

EXTENDICARE INC.

MANAGEMENT INFORMATION AND PROXY CIRCULAR

GENERAL PROXY MATTERS

Solicitation of Proxies

This Information Circular is furnished in connection with the solicitation of proxies by management of the Company for use at the Meeting for the purposes set forth herein and in the Notice of Meeting accompanying this Information Circular. Unless otherwise indicated, the information provided in this Information Circular is given as of April 8, 2021. All dollar amounts referenced herein are expressed in Canadian dollars unless indicated otherwise. A Glossary of Terms can be found on page 36 of this Information Circular.

It is anticipated that the solicitation of proxies will be primarily by mail, but proxies may also be solicited personally, by telephone or other means of communication by management of the Company, who will not be specifically compensated therefor, or agents of the Company who will be specifically compensated therefor. All costs of the solicitation will be borne by the Company.

Record Date and Voting Rights

The Board of Directors has fixed the record date for the Meeting as at the close of business on April 8, 2021 (the “ Record Date ”) for the purpose of determining Shareholders entitled to receive notice of and to vote at the Meeting. Each Shareholder is entitled to one vote for each Common Share held as of the Record Date. Only Shareholders of record at the close of business on the Record Date and their duly authorized representatives shall be entitled to vote at the Meeting or any adjournment thereof. The voting process is different depending on whether a Shareholder is a registered or a non-registered Shareholder.

Questions and Answers on the Virtual Meeting

Q: Why will the Meeting be completely virtual?

A: In light of the ongoing public health concerns related to the spread of COVID-19 and in order to mitigate the potential risks to the health and safety of our Shareholders, employees and the broader community, this year’s Meeting will once again be held in a virtual only format , by way of a live audio webcast. Shareholders will be able to listen, participate and vote at the Meeting in real time through a web-based platform instead of attending the Meeting in person.

Q: Who can attend and vote at the virtual Meeting?

A: Registered Shareholders and duly appointed proxyholders who log in to the Meeting online will be able to listen, ask questions and securely vote through a web-based platform, provided that they are connected to the internet and follow the instructions set out in this Information Circular.

Shareholders who wish to appoint a proxyholder to represent them at the Meeting (including non-registered Shareholders who wish to appoint themselves as proxyholder to attend, participate and vote at the Meeting) must submit their duly completed proxy or voting instruction form prior to the proxy voting deadline as described below.

Non-registered Shareholders with a 16-digit control number who have not duly appointed themselves as proxyholders will be able to log in to the Meeting online to listen and ask questions, provided that they are connected to the internet, but will not be able to vote at the Meeting. Non-registered Shareholders without a 16-digit control number who have not duly appointed themselves as proxyholders can attend the Meeting as guests.

Guests will be able to log in to the Meeting online as a guest to listen to the Meeting but will not be able to ask questions or vote.

Q: How do I attend and participate in the virtual Meeting?

A: The voting process depends on whether a Shareholder is a registered or a non-registered Shareholder. Please read the applicable instructions below.

Step 1: Log in online at www.virtualshareholdermeeting.com/EXE2021.
Step 2: Follow the instructions below for the appropriate category to select when logging in to the Meeting:

Extendicare Information Circular – April 2021

Registered Shareholders: Select the “Shareholder” category and log in to the Meeting using the 16-digit control number pre-printed on the form of proxy. Any vote cast at the Meeting will revoke any proxy previously submitted by the Shareholder. If the Shareholder does not wish to revoke a previously submitted proxy, the Shareholder should not vote at the Meeting.

Duly appointed proxyholders (including non-registered Shareholders who have duly appointed themselves as proxyholders) : Select the “Proxyholder / Appointee” category and log in to the Meeting using the exact name and eight-character Appointee Identification Number provided by the appointing Shareholder (for further details refer to the heading “Changing Appointees”).

Registered Shareholders and duly appointed proxyholders may ask questions and vote by completing a ballot online during the Meeting. Online check-in will begin starting 15 minutes prior to the Meeting. It is important for persons intending to vote at the Meeting to allow ample time to log in to the Meeting online and to remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is the Shareholder’s responsibility to ensure connectivity for the duration of the Meeting.

Non-registered Shareholders with a 16-digit control number (who have not duly appointed themselves as proxyholders) : Select the “Shareholder” category and log in to the Meeting using the 16-digit control number preprinted on the voting instruction form. Such non-registered Shareholders may listen to the Meeting and ask questions, but will not be permitted to vote at the Meeting. Non-registered Shareholders without a 16-digit control number who have not duly appointed themselves as proxyholders can attend the Meeting as guests.

Guests : Select the “Guest” category to log in to the Meeting. Guests will not be permitted to ask questions or vote at the Meeting.

Voting Instructions for Registered Shareholders

Registered Shareholders are Shareholders who hold their Common Shares in their own name and will have received a form of proxy together with this Information Circular. Registered Shareholders may vote their Common Shares by completing and submitting the accompanying form of proxy or during the Meeting by online ballot through the live webcast platform.

Voting at the Virtual Meeting

Registered Shareholders wishing to vote their Common Shares online at the Meeting do not need to complete and return the accompanying form of proxy. Their vote will be taken and counted at the Meeting through the live webcast platform. However, whether or not Registered Shareholders plan to attend the Meeting, they are encouraged to complete and return the enclosed form of proxy to ensure their vote will be counted should they later decide not to attend the Meeting or are unable to access the Meeting for any reason. Submitting a form of proxy will not prevent a Registered Shareholder from voting online at the Meeting. Registered Shareholders will be given an opportunity to allow their vote to stand or to revoke any proxy previously submitted and vote again online at the Meeting.

Voting by Proxy

Registered Shareholders can vote by proxy whether or not they plan to attend the Meeting by completing the accompanying form of proxy and returning it by either of the following means: by mail, courier or hand to Broadridge at the address listed below; or by going online at www.proxyvote.com or by telephone. To vote over the internet or by telephone, Registered Shareholders will need the 16-digit control number located on the form of proxy.

A proxyholder is the person appointed by a Shareholder to cast votes and act on behalf of the Shareholder at the Meeting, including any continuation of the Meeting that may occur in the event that the Meeting is adjourned. A Shareholder may authorize the management representatives named in the accompanying form of proxy to vote their Common Shares or they may appoint another person (who need not be a Shareholder) to be their proxyholder and vote on their behalf. The persons already named in the accompanying form of proxy are the designated proxyholders (the “ Named Proxyholders ”) and are officers and/or directors of the Company. Unless a Shareholder appoints another person to represent them, the Named Proxyholders are appointed to act as the Shareholder’s proxyholder. Shareholders who wish to appoint someone other than the management nominees identified in the form of proxy refer to the instructions under the heading “Changing Appointees”.

To be valid, Registered Shareholders’ proxies must be received by Broadridge no later than 10:30 a.m. (Toronto time) on May 25, 2021 or, in the case of any adjournment, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of the adjourned Meeting. The form of proxy provides instructions on how to vote over the internet at www.proxyvote.com, by telephone toll free at 1-800-474-7493 (English) or 1-800-474-7501 (French), or by mail using the business reply envelope to: Data Processing Center, P.O. Box 3700 STN Industrial Park, Markham, ON L3R 9Z9.

Extendicare Information Circular – April 2021

Voting Instructions for Non-registered Shareholders

Non-registered Shareholders or Shareholders who hold their Common Shares in the name of a “nominee”, such as a bank, trust company, securities broker or other financial institution, will have received this Information Circular in a mailing from their nominee together with a voting instruction form.

Non-registered Shareholders who do not plan to attend the Meeting should mark their voting instructions on the voting instruction form, sign it and return it as instructed by their nominee. The purpose of the voting instruction form is to instruct the nominee on how to vote on behalf of the non-registered Shareholder. The voting instruction form may provide instructions on how to vote over the internet or by telephone.

Non-registered shareholders should carefully follow the instructions of their nominee, including those regarding when and where the voting instruction form is to be delivered. Broadridge must receive proxy vote instructions from the intermediaries no later than 10:30 a.m. (Toronto time) on May 25, 2021 or, in the case of any adjournment, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of the adjourned meeting.

Appointing Another Person as Proxyholder

Non-registered Shareholders who plan to attend and vote at the Meeting must appoint themselves as proxyholders in accordance with the instructions provided on the voting instruction form and adhere to the signing and return instructions provided by their nominee. In addition, a non-registered Shareholder may appoint another person (who need not be a Shareholder) whom they wish to attend the Meeting and vote by online ballot on their behalf in the place provided on the voting instruction form and adhere to the signing and return instructions provided by their nominee. By doing so, the nonregistered Shareholder is instructing the nominee to appoint that Shareholder or such other person as proxyholder. The nonregistered Shareholder should not otherwise complete the form, as the appointed proxyholder will be voting at the Meeting. For further instructions on how to appoint a proxyholder, see below under the heading “Changing Appointees”.

Attending the Virtual Meeting

In order to attend the Meeting, registered Shareholders, duly appointed proxyholders (including non-registered Shareholders who have duly appointed themselves as proxyholders), non-registered Shareholders who have not duly appointed themselves as proxyholders and guests must log in online at www.virtualshareholdermeeting.com/EXE2021. See “How do I attend and participate in the virtual Meeting?” under the heading “Questions and Answers on the Virtual Meeting” for detailed instructions on selecting the appropriate category when logging in to the Meeting.

Changing Appointees

Shareholders who wish to appoint someone other than the management nominees identified in the form of proxy or voting instruction form as proxyholder, and non-registered Shareholders who wish to appoint themselves as proxyholders (in both cases, “ Appointee ” or “ Appointees ”) to vote at the Meeting during the live webcast should follow the instructions found on either the form of proxy or voting instruction form, which in some instances may require obtaining a valid legal proxy from their broker, bank or other agent in advance of the Meeting. Shareholders will be required to provide the name of the Appointee and create an eight-character Appointee Identification Number and adhere to the signing and return instructions provided in the form of proxy or voting instruction form.

Shareholders must provide their Appointees with the exact name entered and eight-character Appointee Identification Number created by the Shareholder in order to access the Meeting. Appointees can only be validated at the Meeting using the exact name and eight-character Appointee Identification Number entered by the Shareholder on the completed form of proxy or voting instruction form. If the Shareholder does not create an eight-character Appointee Identification Number, the proxyholder will not be able to access the Meeting.

Revocation of Proxy

Registered Shareholders

Registered Shareholders may revoke any prior proxy by providing a new proxy with a later date, provided that the new proxy is received by Broadridge no later than 10:30 a.m. (Toronto time) on May 25, 2021 or, in the case of any adjournment, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of the adjourned meeting. A Registered Shareholder may also revoke any prior proxy without providing new voting instructions by preparing a written statement to that effect. Such written statement must be delivered: (i) to the registered office of the Company, at 3000 Steeles Ave. East, Suite 103, Markham, Ontario, L3R 4T9, Attention: Corporate Secretary, no later than the close of business on May 26, 2021 or, in the case of any adjournment, not later than the close of business on the last business day preceding the date of commencement of the adjourned meeting, or (ii) to the Chairman of the Meeting prior to commencement of the

Extendicare Information Circular – April 2021

Meeting, on the day of the Meeting, or any adjournment thereof, or (iii) in any other manner permitted by law. A Registered Shareholder attending the Meeting may vote online, and any vote cast at the Meeting will revoke any proxy previously submitted by the Registered Shareholder.

Non-registered Shareholders

Non-registered Shareholders may revoke any prior voting instructions by providing new instructions on a voting instruction form with a later date, or at a later time in the case of voting by telephone or over the internet, provided that the new instructions are received by their nominee in sufficient time for their nominee to act on them. Non-registered Shareholders should contact their nominee if they want to revoke their proxy or change their voting instructions, or if they change their mind and want to vote in person.

Exercise of Discretion by Proxyholders

A Shareholder may instruct the appointed proxyholder how he or she wishes to vote on the matters listed in the Notice of Meeting by checking the appropriate boxes on the form of proxy. If the Shareholder has not specified how to vote on a particular matter, the appointed proxyholder is entitled to vote the Common Shares as he or she sees fit. If the form of proxy does not specify how to vote on any particular matter and if the Shareholder has authorized the Named Proxyholders to act as his or her proxyholder, the Common Shares will be voted at the Meeting as follows:

FOR the appointment of KPMG LLP as the Company’s auditors and the authorization of the Directors to fix the remuneration of the auditors;
FOR the election of the nine nominees listed in this Information Circular to the Board of Directors;
FOR the Shareholder Rights Plan Resolution; and
FOR the Advisory (Non-binding) Resolution to accept the Company’s approach to executive compensation.

The accompanying 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 with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, the Board of Directors knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting. If any such amendment, variation or other matter which is not now known should properly come before the Meeting, then the persons named in the enclosed forms of proxy will vote on such matters in accordance with their judgement, pursuant to the discretionary authority conferred by the forms of proxy with respect to such matters.

Principal Holders of Common Shares

As at the close of business on April 8, 2021, there were 89,562,499 Common Shares issued and outstanding. The only persons, corporations, or other legal entities who, to the knowledge of the Directors and the executive officers of the Company, beneficially own, or control or direct, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to the issued and outstanding Common Shares as of the close of business on April 8, 2021, are as follows:

	Name Number of Common Shares Percentage of Common Shares and Voting Rights
	Sandpiper Group (1) Vancouver, British Columbia, Canada 9,794,476 10.94% Global Alpha Capital Management Ltd. (2) Montreal, Quebec, Canada 9,082,046 10.14%
	Notes:

(1) The holdings reported as held by Sandpiper Group represent 4,464,476 Common Shares beneficially owned by Sandpiper Real Estate Fund 2 Limited Partnership and 5,330,000 Common Shares beneficially owned by Sandpiper Real Estate Fund 3 Limited Partnership. The general partners of these limited partnership are Sandpiper GP 2 Inc. and Sandpiper GP 3 Inc., respectively, in both of which Mr. Samir Manji is a director and officer.

(2) The number of shares reported as held by Global Alpha Capital Management Ltd. is based on the alternative monthly report it filed on SEDAR on April 6, 2021, reporting ownership as of March 31, 2021.

Extendicare Information Circular – April 2021

BUSINESS OF THE MEETING

Financial Statements

The consolidated financial statements of the Company for the year ended December 31, 2020, and the report of the auditors thereon, will be placed before the Shareholders by the Company at the Meeting. Shareholders may find a copy of these documents in the Company’s 2020 Annual Report, which is available on the Company’s website at www.extendicare.com and on SEDAR at www.sedar.com under Extendicare’s issuer profile.

Appointment of Auditors

With the recommendation of the Audit Committee, the Common Shares represented by proxies in favour of the persons named in the enclosed form of proxy will be voted in favour of the appointment of KPMG LLP, the present auditors, as auditors of the Company to hold office until the next annual meeting of the Company to be held in 2022, unless authority to vote in respect of the appointment of auditors and the authorization of the Directors to fix the remuneration of the auditors is withheld in the form of proxy.

External Auditor Services Fees

Fees billed by the independent external auditors of the Company, KPMG LLP, during fiscal 2019 and 2020 totalled $1,266,000 and $1,168,000, respectively. The portion of these fees related to audit fees for 2019 and 2020 were $1,266,000 and $1,131,000, respectively. These audit fees were in respect of audit services and interim reviews of the consolidated financial statements of the Company, including separate audits and reviews of certain of its wholly owned subsidiaries. In addition, services during both years were provided by KPMG LLP in respect of other regulatory-required auditor attest functions associated with government audit reports for the Company’s LTC homes and home health care operations. The balance of the 2020 fees of $37,000 related to tax advice and other professional services.

Election of Directors

The articles of the Company provide that the Board shall consist of a minimum of one and a maximum of twenty directors, with the number of directors from time to time within such range being fixed by resolution of the Board of Directors. Each Director is elected annually and will hold office for a term expiring at the close of the next annual meeting of the Company, unless his or her office is vacated earlier due to death, removal, resignation or ceasing to be duly qualified.

The Board presently consists of nine directors and it has fixed the number of directors to be elected to the Board at nine. Each of the nominees for election at the Meeting, as set out below under “Nominees for Election as Directors”, is currently a Director, has confirmed his or her willingness to serve on the Board and has acknowledged and agreed to abide by the Company’s majority voting policy.

In the absence of a contrary instruction, the persons designated by management of the Company in the accompanying form of proxy intend to vote “ FOR ” the nine nominees whose names are set forth below. The Board of Directors does not contemplate that any of the nominees will be unable to serve as a Director. If, for any reason, any of the nominees is unable to serve as a director, the persons named in the enclosed form of proxy reserve the right to vote for another nominee at their sole discretion.

The following summarizes the number of Board and committee meetings held during 2020, and the attendance thereat. As a result of COVID-19, additional Board meetings were held during 2020, the fees in respect of which were waived by the Board (see “Compensation of Directors of Extendicare”).

	Board	Audit	GN	HR	INV	QR
Meetings	22	4	7	5	4	4
Attendance	99%	100%	100%	100%	100%	100%

Extendicare Information Circular – April 2021

Majority Voting Policy

The Company has adopted a majority voting policy to promote enhanced director accountability. This policy stipulates that for uncontested elections, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation to the Chairman of the Board for consideration by the GN Committee. The Board of Directors will promptly disclose its decision and, if applicable, the reasons for rejecting the nominee’s tendered resignation, in a press release, a copy of which shall be provided to the TSX. In a contested election, where the number of director nominees exceeds the number of director positions to be filled through the election, a plurality vote standard will continue to apply. This means that the nominees with the largest number of “for” votes will be elected as directors of the Company up to the maximum number of directors to be elected. More details on the Company’s majority voting policy are provided under “Majority Voting Policy” found in Schedule B – “Statement of Corporate Governance Practices”.

Nominees for Election as Directors

The following table sets forth certain information relating to each of the nine nominees proposed for election as directors of the Company, including their backgrounds, Extendicare securities held and related ownership requirements, and meeting attendance in 2020.

If elected to the Board of Directors, each of the nominees set forth below, other than Dr. Guerriere, will be an independent Director.

The information set out below relating to each of the nominees for election as directors of the Company is based partly on the Company’s records and partly on information received by the Company from such nominee.

Directors nominated to serve	Directors nominated to serve	until the next Annual Meeting of Shareholders in 2022	until the next Annual Meeting of Shareholders in 2022	until the next Annual Meeting of Shareholders in 2022	until the next Annual Meeting of Shareholders in 2022	until the next Annual Meeting of Shareholders in 2022	until the next Annual Meeting of Shareholders in 2022
ALAN D. TORRIE Ontario, Canada Age:70 Director Since January 6, 2016 Status:Independent 2020 Annual Meeting Votes in Favour:83.09%		Mr. Torrie was appointed Chairman of the Board on May 25, 2017. He is a former President and CEO of Morneau Shepell Inc. (Morneau Shepell) (from 2008 to May 2017), and a former member of its board from 2005 to 2017. A TSX-listed company, Morneau Shepell is a leading provider of Employee and Family Assistance Programs, the largest administrator of pension and benefits plans and the largest provider of integrated absence management solutions in Canada. Mr. Torrie also served as the President and CEO of Discovery Air Inc. from August 2017 to September 2018. Mr. Torrie has over 30 years of experience as a senior executive leader in health care and life sciences, including as Chief Operating Officer of Retirement Residences REIT, or “RRR”, from 2005 to 2007 (a predecessor of Revera Inc.), and in a number of senior executive positions at MDS Inc. (a predecessor of Nordion Inc.) from 1987 to 2005, including as President and CEO of MDS Diagnostics and MDS Laboratories. Mr. Torrie has served on numerous corporate and community boards, and is currently a director and Chair of the Audit Committee of Flow Capital (TSXV: FW) and Chair of Green Shield Canada. Mr. Torrie holds a B.Sc in Biochemistry from McMaster University, a DHA in Healthcare Management from the University of Toronto and has completed the Advanced Management Program from Harvard University.
		Board/Committee Attendance:				Current Committee Memberships:
		Board GN HR	22/22 7/7 5/5		100% 100% 100%	GN, HR

						Other Current Public Board Memberships: 1
						Flow Capital
						$450,000	3 x Board Retainer
Share Ownership to be Achieved by January 6, 2021:

Common Shares (#)	DSUs (#)			Total (#)		Total Value ($)(1)	Met or in Progress
35,000	135,335			170,335		1,325,206	Met (8.8 times)

Extendicare Information Circular – April 2021

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NORMA BEAUCHAMP Ontario, Canada

Age: 59 Director Since May 30, 2019 Status: Independent 2020 Annual Meeting Votes in Favour: 99.00%

Ms. Beauchamp is a corporate director with over 30 years of healthcare experience in corporate and non-profit organizations, including executive positions at Bayer Healthcare (Canada and Global) and Sanofi Canada. Most recently, she served as the President and CEO of Cystic Fibrosis Canada (2014 to 2017). Throughout her career, she has been a patient advocate, working with patient and health care organizations to enhance access to care.

Ms. Beauchamp currently serves on the respective TSX-listed boards of Aurora Cannabis Inc., as Chair of its Nominating and Corporate Governance Committee and a member of its Human Resources and Compensation Committee and Dialogue Health Technologies Inc., a leading Canadian telehealth service. Formerly, Ms. Beauchamp served on the respective boards of Acerus Pharmaceuticals Corporation, as Chair of its Corporate Governance and Nominating Committee and a member of its Audit Committee, Quest PharmaTech Inc., and prior to its acquisition by Aurora, MedReleaf as Chair of its Corporate Governance and Compensation Committee and a member of its Audit Committee. Ms. Beauchamp gives back to her community and serves as a member of the National Research Council of Canada and on the respective boards of the Ontario Caregiver Organization and ALS Canada. She is a Regional Ambassador with Women Get on Board where she connects with women aspiring to serve on boards.

Ms. Beauchamp has completed the University of Toronto’s Rotman School of Management Directors Education Program (ICD.D), and holds a Bachelor of Business Administration in Marketing from Bishop’s University.

		Board/Committee Attendance:	Board/Committee Attendance:	Board/Committee Attendance:	Board/Committee Attendance:	Current Committee	Memberships:
		Board		22/22	100%	INV, QR
		INV QR		4/4 4/4	100% 100%	Other Current Public Board Memberships: 2 Aurora Cannabis Inc. and
						Dialogue Health Technologies Inc.
Share Ownership to be Achieved by May 30,			2024:			$150,000	3 x Board Retainer
Common Shares (#)	DSUs (#)			Total (#)		Total Value ($)(1)	Met or in Progress
4,000		10,532		14,532		113,059	In Progress

Common Shares (#) 4,000	Common Shares (#) 4,000	DSUs (#) Total (#) Total Value ($)(1) Met or in Progress 10,532 14,532 113,059 In Progress	DSUs (#) Total (#) Total Value ($)(1) Met or in Progress 10,532 14,532 113,059 In Progress	DSUs (#) Total (#) Total Value ($)(1) Met or in Progress 10,532 14,532 113,059 In Progress	DSUs (#) Total (#) Total Value ($)(1) Met or in Progress 10,532 14,532 113,059 In Progress	DSUs (#) Total (#) Total Value ($)(1) Met or in Progress 10,532 14,532 113,059 In Progress	DSUs (#) Total (#) Total Value ($)(1) Met or in Progress 10,532 14,532 113,059 In Progress

MICHAEL GUERRIERE Ontario, Canada Age:57 Director Since March 12, 2018 Status:Management 2020 Annual Meeting Votes in Favour:98.91%		Dr. Guerriere was appointed the President and CEO of Extendicare on October 22, 2018, and has been a member of the Board since March 2018. He has a diverse background with over 25 years of experience in medical practice, hospital operations, management consulting and health technology. Dr. Guerriere was Chief Strategy Officer at TELUS Health, a provider of technology services to clinical professionals, hospitals, government agencies, health authorities, pharmacies and consumers across Canada, from May 2011 to October 2018. Prior to that, he was a founding partner of Courtyard Group, an international health care consultancy, from 2000 until it was acquired by TELUS Health. Dr. Guerriere also served 10 years as an executive in university teaching hospitals, including as Executive Vice President and Chief Operating Officer at the University Health Network. Dr. Guerriere has adjunct appointments in the Institute of Health Policy Management and Evaluation at the University of Toronto and the School of Health Information Science at the University of Victoria. He has served on numerous boards including Ryerson University (where he served as Chair), MediSolution Ltd. (member of audit committee), Canada Health Infoway (chair of finance committee), the Canadian Institute for Health Information, and the Institute of Clinical Evaluative Sciences.

		Board/Committee Attendance:				Other Current Public Board Memberships: 0
		Board	22/22		100%	None
						$1,800,000	3 x Base Salary
Share Ownership to be Achieved by October				22, 2023:

Common Shares (#)	PSUs/DSUs (#)			Total (#)		Total Value ($)(1)	Met or in Progress
40,000	336,745			376,745		2,931,076	Met (4.9 times)

Extendicare Information Circular – April 2021

Ms. Hanington is a corporate director and advisor, and is a former President and CEO of the Royal Canadian Mint (February 2015 to July 2018). From 1999 to 2011 she held a number of progressively senior executive roles in the financial services sector in North America, culminating as Executive Vice President and a member of the Management Committee of BMO Financial Group. Prior to joining BMO Financial Group, Ms. Hanington worked for Manulife Financial/North American Life Assurance, Royal Trustco Ltd. and Suncor Inc./Sunoco Group.

Ms. Hanington currently serves as a director and as Chair of the Governance and Human Resources Committee of Aimia Inc. (TSX: AIM) and a member of the Governing Council of the University of Toronto. Ms. Hanington is the co-founder and a director of Jack.org, SANDRA L. promoting mental health and wellness for youth in Canada since 2010. Ms. Hanington was HANINGTON, M.S.C. named by the Women’s Executive Network (WXN)™ as one of Canada’s Top 100 Most Ontario, Canada Powerful Women three times in a row, from 2007 to 2009, and was inducted into the WXN Hall of Fame in 2010.

HANINGTON, M. Ontario, Canada	named by the Women’s Executive Network (WXN)™ as one of Canada’s Top 100 Most Powerful Women three times in a row, from 2007 to 2009, and was inducted into the WXN Hall of Fame in 2010.	named by the Women’s Executive Network (WXN)™ as one of Canada’s Top 100 Most Powerful Women three times in a row, from 2007 to 2009, and was inducted into the WXN Hall of Fame in 2010.	named by the Women’s Executive Network (WXN)™ as one of Canada’s Top 100 Most Powerful Women three times in a row, from 2007 to 2009, and was inducted into the WXN Hall of Fame in 2010.
Age:59	Ms. Hanington is a licensed professional engineer with a BASc from the University of
Director Since	Waterloo, an MBA from the Rotman School of Management, University of Toronto, and
August 5, 2014	holds the ICD.D designation from the Institute of Corporate Directors.
Status:Independent	Board/Committee Attendance:		Current Committee Memberships:
2020 Annual Meeting Votes in Favour:99.07%	Board Audit GN 22/22 4/4 7/7	100% 100% 100%	Audit, GN, QR Other Current Public Board Memberships: 1
	QR 4/4	100%	Aimia Inc.

Share Ownership Required:			$150,000 3 x Board Retainer
Common Shares (#)	DSUs (#) Total (#)		Total Value ($)(1) Met or in Progress
3,000	40,030	43,030	334,773 Met (6.7 times)

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ALAN R. HIBBEN Ontario, Canada

Mr. Hibben is a corporate director and advisor. Since December 2014, he has been the principal of Shakerhill Partners Ltd., a consulting firm providing strategic and financial advice, specializing in mergers and acquisitions, corporate strategy and governance, as well as expert witness services. Previously, Mr. Hibben was the Managing Director in the Mergers and Acquisitions Group at RBC Capital Markets, Head of Strategy and Development at Royal Bank of Canada and CEO of RBC Capital Partners.

Mr. Hibben has been a director of a number of Canadian public and private companies, both in financial services and as part of his responsibility for overseeing private equity and venture capital investments. Mr. Hibben currently serves on the respective TSX-listed boards of Home Capital Group Inc. (as Chair), Shawcor Ltd. and WildBrain Ltd. He also serves on the board of the Mount Sinai Hospital Foundation as a member of the Audit and Risk Committee and Strategy and Government Relations Committee.

Mr. Hibben is a CPA, CA, and CFA, and holds the ICD.D designation.

Age: 67

Age:67 Director Since		Board/Committee Attendance:	Board/Committee Attendance:	Board/Committee Attendance:	Board/Committee Attendance:	Current Committee	Memberships:
January 22, 2016		Board	22/22		100%	Audit, GN, INV
Status:Independent 2020 Annual Meeting Votes in Favour:99.09%		Audit GN INV		4/4 7/7 4/4	100% 100% 100%	Other Current Public Board Memberships: 3 Home Capital Group Inc., Shawcor Ltd. and WildBrain Ltd.

Share Ownership Required:						$150,000	3 x Board Retainer
Common Shares (#)	DSUs (#)			Total (#)		Total Value ($)(1)	Met or in Progress
49,217		97,764		146,981		1,143,512	Met (22.9 times)

Extendicare Information Circular – April 2021


BRENT HOULDEN Ontario, Canada Age:67 Director Since May 28, 2020 Status:Independent 2020 Annual Meeting Votes in Favour:71.23%		Mr. Houlden is corporate director, advisor and interim manager. Most of Mr. Houlden’s career has been spent consulting in the area of strategy and operations, and as a financial advisor on urgent business critical transactions. He is an operator and strategist with a wide breadth of management skills and consulting expertise. After retiring as a senior Deloitte partner in November 2014, Mr. Houlden has held various management roles including being the CEO of Dealnet Capital Corp. (Dealnet) (October 2017 to December 2020) and the Interim CFO of Danier Leather Inc. (July 2015 to April 2016). Mr. Houlden currently serves on the board of the Mount Pleasant Group of Cemeteries. He has previously served on a number of other boards including the boards of Dealnet for five years and Deloitte for six years. Mr. Houlden is a CPA, CA and LIT, and holds an MBA from Queens University and the ICD.D designation from the Institute of Corporate Directors.

		Board/Committee Attendance:				Current Committee Memberships:
		Board	10/11		91%	Audit

		Audit	2/2		100%	Other Current Public Board Memberships: 0
						None
						$150,000	3 x Board Retainer
Share Ownership to be Achieved by May 28, 2025:

Common Shares (#)	DSUs (#)			Total (#)		Total Value ($)(1)	Met or in Progress
nil	12,208			12,208		94,978	In Progress

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Ms. Kingelin is a corporate director and consultant, and is the retired owner and managing partner of Kingswood Consulting, a partnership that specialized in providing comprehensive services for seniors housing companies (2012 to 2017). She has over 30 years of leadership and operating experience in the senior living industry in public and private organizations that includes the administration of long-term care homes, retirement communities, and home health care. Previously, Ms. Kingelin held the position of Managing Director at Holiday Corporation, a private independent retirement living company (June 2010 to June 2012). Prior to that, Ms. Kingelin was a senior executive at Revera Inc. (1997 to 2010), a seniors housing company wholly owned by the Public Service Pension Investment Board (formerly TSX: RRR). Ms. Kingelin was Senior Vice President of Operations from 1997 to 2007, and Chief Operating Officer from 2007 to 2010, where she played a key role in taking the long-term care division public in 1997 as CPL Long Term Care REIT, followed by its acquisition in 2002 by RRR.

DONNA E. KINGELIN Ontario, Canada

Ms. Kingelin holds board positions at Oshawa Power and Utilities Corporation (Chair of the Governance, Human Resources and Nomination Committee); Pallium Canada (Chair of the Human Resources and Nomination Committee); Kinark Child and Family Services (Chair of the Human Resources Committee); and the Kinark Foundation.

Age: 65

Director Since January 6, 2016 Status: Independent 2020 Annual Meeting Votes in Favour: 83.08%

Ms. Kingelin is a Registered Nurse, holds the ICD.D designation and has completed executive management training at Queen’s University.

Votes in Favour:83.		Board/Committee Attendance:	Board/Committee Attendance:	Board/Committee Attendance:	Board/Committee Attendance:	Current Committee	Memberships:
		Board	22/22		100%	HR, QR
		HR QR		5/5 4/4	100% 100%	Other Current Public Board Memberships: 0 None

Share Ownership Required:						$150,000	3 x Board Retainer
Common Shares (#)	DSUs (#)			Total (#)		Total Value ($)(1)	Met or in Progress
6,000		61,126			67,126	522,240	Met (10.4 times)

Extendicare Information Circular – April 2021

10 -


SAMIR MANJI British Columbia, Canada Age:52 Director Since May 30, 2019 Status:Independent 2020 Annual Meeting Votes in Favour:99.08%		Mr. Manji is the founder and CEO of Sandpiper Group, a Vancouver-based real estate private equity firm established in 2016, and is the CEO and a Trustee of Artis Real Estate Investment Trust (Artis REIT). Mr. Manji has been involved in over $3 billion in hospitality, seniors housing and multifamily residential real estate transactions and has over 25 years of experience in real estate and seniors housing. Mr. Manji was the founder, Chairman and CEO of Amica Mature Lifestyles Inc. (Amica), a TSX-listed company from 1997 until its sale to the Ontario Teachers’ Pension Plan in 2015. Mr. Manji is widely credited with building Amica into the premier high-end independent living brand it is today. Mr. Manji is a member of the Young Presidents’ Organization and is the current President of the Ismaili Council of British Columbia. He was recognized in 2006 as a recipient of Canada’s Top 40 Under 40 and was also named the Ernst & Young Entrepreneur of the Year award winner in the business-to-consumer products and services category in British Columbia in 2010. Mr. Manji graduated from the University of Waterloo and received his CPA, CA with KPMGLLPin Toronto.

		Board/Committee Attendance:				Current Committee Memberships:
		Board	22/22		100%	INV

		INV	4/4		100%	Other Current Public Board Memberships:1
						Artis REIT
						$150,000	3 x Board Retainer
Share Ownership to be Achieved by May 30, 2024:

Common Shares (#)	DSUs (#)			Total (#)		Total Value ($)(2)	Met or in Progress
9,804,476(3)	18,234			9,822,710		76,420,684	Met

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Mr. Mawani is the Principal of Exponent Capital Partners Inc., a private equity investor and real estate advisory firm. He has over 35 years of experience in the commercial real estate industry, including 15 years of c-suite experience as SVP/EVP & CFO of Oxford Properties Group Inc. (1989 to 2001), President and CEO of Calloway/Smart Centres Real Estate Investment Trust (2011 to 2013), and President & CEO of privately-owned Rodenbury Investments Limited (2015 and 2016).

Mr. Mawani has been an independent board member of national and North American firms across multiple asset classes, including private-pay retirement living operations. He currently serves on the TSX-listed boards of First Capital Real Estate Investment Trust, as Chair of its Audit Committee and member of its Compensation Committee; and Granite Real Estate Investment Trust, as a member its Audit Committee, and is a former Chair of its Compensation, Governance & Nominating Committee (2017 to 2020). In addition, he has served on the respective boards of Slate Office Real Estate Investment Trust, Boardwalk Real Estate Investment Trust, Calloway Real Estate Investment Trust, Amica Mature Lifestyles Inc., and IPC US Real Estate Investment Trust.

AL MAWANI Ontario, Canada

Age: 69

Director Since December 1, 2017 Status: Independent 2020 Annual Meeting Votes in Favour: 83.04%

Mr. Mawani is a CPA, CA, and has a Masters in Law from York University, an MBA from the University of Toronto and is a member of ICD.


2020 Annual Meeting		Board/Committee Attendance:				Current Committee	Memberships:
Votes in Favour:83.04%		Board	22/22		100%	Audit, HR, INV
		Audit HR		4/4 5/5	100% 100%	Other Current Public Board Memberships: 2
		INV		4/4	100%	First Capital REIT and Granite REIT

Share Ownership to be Achieved by December 1, 2022:						$150,000	3 x Board Retainer
Common Shares (#)	DSUs (#)			Total (#)		Total Value ($)(1)	Met or in Progress
15,000		26,144			41,144	320,100	Met (6.4 times)

Extendicare Information Circular – April 2021

11 -

Notes:

(1) The value of such Common Shares, DSUs and PSUs is based on the original acquisition cost/grant date value (refer to the policy under “Compensation of Directors of Extendicare – Director Share Ownership Policy”).
(2) The market value of such Common Shares, DSUs and PSUs is based on the closing price for the Common Shares on the TSX on April 8, 2021 of $7.78.
(3) Mr. Manji’s share ownership includes 9,794,476 Common Shares beneficially owned by Sandpiper Group, see “General Proxy Matters – Principal Holders of Common Shares”.

Corporate Orders and Bankruptcies

To the knowledge of the Company, except as described below, none of the proposed nominees for election as a Director had, as at the date of this Information Circular or in the last 10 years, been (a) a director, chief executive officer or chief financial officer of a company that was the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days, or (b) a director or executive officer of a company that made a proposal under legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors.

Mr. Torrie was a director of LMI Legacy Holdings II Inc. (formerly known as Landauer-Metropolitan, Inc.) (together with certain affiliated entities, “ LMI ”) which filed a petition in the U.S. Bankruptcy Court for the District of Delaware for relief under Chapter 11 of the U.S. Bankruptcy Code on August 16, 2013. Following a sale of substantially all of LMI’s assets on February 7, 2014, LMI filed a Joint Plan of Liquidation (the “ Plan ”) under Chapter 11 of the U.S. Bankruptcy Code. On April 28, 2014, the U.S. Bankruptcy Court entered an order confirming the Plan. The effective date of the Plan was May 1, 2014. In addition, Mr. Torrie served as President and CEO of Discovery Air Inc. from August 2017 to September 2018, which commenced restructuring proceedings under the Companies’ Creditors Arrangement Act on March 21, 2018 and bankruptcy proceedings under the Bankruptcy and Insolvency Act on September 4, 2018.

Mr. Houlden was named Interim CFO of Danier Leather Inc. on July 2, 2015, to help with its restructuring, a position he held until leaving the company in April 2016. The company announced on February 4, 2016, that it had filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act (Canada).

Board Skills Matrix

The skills matrix set out below is used to assess the Board’s overall strengths and to assist in the Board’s ongoing renewal process, with the objective of determining the needs of the Board in the long-term and identifying new candidates to stand as nominees for election or appointment as Directors. The skills matrix reflects the primary qualifications that the Board, with the support of the GN Committee, currently considers to be important. Although the Directors have a breadth of experience in many areas, the skills matrix highlights five key skill sets for each Director. In addition, the Board considers each of its Directors to be financially literate, with each having the ability to read and understand the Company’s financial statements. The matrix is not intended to be an exhaustive list of each Director’s skills and experience.

Key Skills and Experience	Beauchamp	Guerriere	Hanington	Hibben	Houlden	Kingelin	Manji	Mawani	Torrie
Executive/Operational Leadership									
Finance & Accounting								
Real Estate Development/Major Capital Project Management								
Health Care/Seniors Care & Services									
Corporate Governance									
Legal/Regulatory								
Human Capital Management									
Government Relations/Public Policy									
Quality Assurance/Risk Management & Mitigation						
Technology & Innovation					
Marketing& Brand Management			

Extendicare Information Circular – April 2021

12 -

Reconfirmation of the Company’s Amended and Restated Shareholder Rights Plan

Overview

The Company originally implemented a shareholder rights plan (the “ Rights Plan ”) pursuant to a Shareholder Rights Plan Agreement dated and effective July 1, 2012 (the “ Original Shareholder Rights Plan Agreement ”) between the Company and Computershare Trust Company of Canada (the “ Rights Agent ”). In order to remain effective, the terms of the Original Shareholder Rights Plan Agreement require that it be reconfirmed by the Shareholders at the annual meeting of the Company held in 2015 and at every third annual meeting of the Company thereafter. The Original Shareholder Rights Plan Agreement was reconfirmed by Shareholders at the Company’s annual and special meeting of Shareholders held on June 18, 2015. As a result of amendments to the Canadian take-over bid regime made by the Canadian Securities Administrators in 2016, the Company entered into an amended and restated shareholder rights plan agreement dated May 24, 2018 (the “ Amended and Restated Shareholder Rights Plan Agreement ”) with the Rights Agent. The Amended and Restated Right Plan Agreement was approved by Shareholders at the Company’s annual and special meeting of shareholders held on May 24, 2018. In order to remain effective, the terms of the Rights Plan require that it be reconfirmed by the Shareholders at the annual meeting of the Company held in 2021 and at every third annual meeting of the Company thereafter.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution (the “ Shareholder Rights Plan Resolution ”), the text of which is set forth below, approving the continuation of the Rights Plan. No changes have been made to the Amended and Restated Shareholder Rights Plan Agreement since it was entered into on May 24, 2018. If the Shareholder Rights Plan is not reconfirmed by the Shareholders at the Meeting, the Shareholder Rights Plan and all outstanding Rights thereunder will terminate and be void and of no further force and effect following the termination of the Meeting and the Company will no longer have a rights plan in effect.

The following is a brief summary of the objectives of the Rights Plan. A summary of the principal terms of the Rights Plan is included as Schedule A to this Information Circular. The complete text of the Rights Plan is available on SEDAR at www.sedar.com under the Company’s issuer profile under the filing category “other security holders documents”.

Objectives of the Rights Plan

The overall objective of the Rights Plan is to discourage unfair take-over tactics and to give the Board of Directors time, if appropriate, to pursue alternatives with a view to maximizing shareholder value in the event that an unsolicited take-over bid is made for the Company. By creating the potential for substantial dilution of a bidder’s Common Share holdings, the Rights Plan encourages a bidder to proceed by way of a Permitted Bid or Competing Permitted Bid (each as defined) or to approach the Board of Directors with a view to entering into a negotiated transaction. The Permitted Bid and Competing Permitted Bid provisions allow bidders to take take-over bids directly to all Shareholders and are thus intended to preserve the rights of Shareholders to consider such bids on a fully-informed basis.

In choosing to ask Shareholders to reconfirm the adoption by the Company of the Rights Plan, the Board of Directors considered the unequal treatment of Shareholders in securities legislation governing take-over bids in Canada. While securities legislation has substantially addressed many concerns of unequal treatment of Shareholders, there remains the availability of exemptions to the formal take-over bid rules that facilitate creeping bids (i.e., acquisitions of Common Shares with the intention of acquiring effective control of the Company through market purchases and private agreements that are exempt from the formal take-over bid rules). Accordingly, a rights plan is still necessary to protect Shareholders from certain transactions that could result in unequal treatment of Shareholders under Canadian securities laws, including the following: (i) a person could acquire effective control of the Company under one or more private agreements at a premium to the market price, resulting in a change of control transaction without the payment of a premium to all Shareholders; (ii) a person could slowly accumulate Common Shares through stock exchange acquisitions over time resulting in an acquisition of effective control without payment of fair value for control; (iii) a person seeking to acquire control of the Company could enter into agreements with Shareholders who, together with the acquiror, hold more than 20% of the outstanding Common Shares irrevocably committing such holders to tender their Common Shares to a take-over bid, the effect of which would be to significantly hamper any reasonable prospect for the Board of Directors to run the value enhancing process; and (iv) it may be possible for a person to engage in transactions outside of Canada without regard to the take-over bid protections of Canadian securities laws.

The Rights Plan addresses the concerns discussed in the preceding paragraph by applying to all acquisitions of greater than 20% of the outstanding Common Shares, including those acquisitions that are not subject to the formal take-over bid rules contained in National Instrument 62-104 Take-Over Bids and Issuer Bids of the Canadian Securities Administrators (“NI-62104”), to better ensure the equal treatment of all Shareholders.

Extendicare Information Circular – April 2021

13 -

Shareholder Rights Plan Resolution

The Board of Directors has determined that the reconfirmation of the Rights Plan is in the best interests of the Company. Accordingly, the Board of Directors unanimously recommends that Shareholders vote FOR the Shareholder Rights Plan Resolution . Passage of the Shareholder Rights Plan Resolution by the Shareholders is not being recommended by the Directors in response to, or in anticipation of, any pending, threatened or proposed acquisition or take-over bid that is known to senior management of the Company or the Board of Directors.

The number of votes required to pass the Shareholder Rights Plan Resolution is: (i) a majority of the votes cast by all Shareholders present in person or represented by proxy at the Meeting; and (ii) a majority of votes cast by Shareholders present in person or represented by proxy at the Meeting, excluding any votes cast by any Shareholder that, directly or indirectly, on its own or in concert with others, holds or exercises control over more than 20% of the outstanding Common Shares and by the associates, affiliates and insiders of any such Shareholder. Management of the Company is not aware of any Shareholder whose votes would be required to be excluded.

The text of the Shareholder Rights Plan Resolution, subject to such variation as may be approved at the Meeting, is set forth below:

“BE IT RESOLVED, as an ordinary resolution of the shareholders of the Company, that:

the Amended and Restated Shareholder Rights Plan Agreement dated as of May 24, 2018 between the Company and Computershare Trust Company of Canada, as rights agent, be and it is hereby reconfirmed; and
any director or officer of the Company be and is hereby authorized and directed, acting for, in the name of and on behalf of the Company, to execute or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, all such documents, agreements and instruments, and to do or cause to be done all such acts and things as such director or officer of the Company determines to be necessary or desirable in order to carry out the intent of this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such document, agreement or instrument or the doing of any such act or thing.”

Shareholder Advisory Vote on the Approach to Executive Compensation

The Board of Directors believes that Shareholders should have the opportunity to understand fully the objectives, philosophy and principles the Board has used to make executive compensation decisions and to have an advisory vote on the Board’s approach to executive compensation. The Board’s advisory vote policy is substantially consistent with the Canadian Coalition for Good Governance’s model “Say on Pay” policy for boards of directors. This non-binding advisory shareholder vote, commonly known as “Say on Pay”, provides Shareholders with the opportunity to endorse or not endorse the Company’s approach to its executive compensation program in the year that payments are made, as well as over a longer period of time.

At the Company’s annual meeting held in 2020, 81.03% of the Shareholders voted in favour of the Company’s approach to executive compensation. As this vote is an advisory vote, the results will not be binding upon the Board of Directors. However, the HR Committee and the Board of Directors will take the results of the vote into account, as appropriate, together with feedback received from Shareholders, when considering future compensation policies, procedures and decisions. Please refer to the discussion under “Say on Pay” found in Schedule B – “Statement of Corporate Governance Practices” for more details on the Company’s policy with respect to this advisory vote, and how Shareholders may contact the Board of Directors with any comments or questions.

The Company’s compensation policies and procedures are designed to provide a strong and direct link between performance and compensation. To assist Shareholders in making their voting decision, please refer to the Compensation Discussion and Analysis (the “ CD&A” ) below. The CD&A describes the Board of Directors’ approach to executive compensation, the details of the compensation program and the Board of Directors’ compensation decisions in 2020. This disclosure has been approved by the Board on the recommendation of the HR Committee.

The Board of Directors unanimously recommends the Shareholders vote FOR the Advisory (Non-binding) Resolution. The text of the Advisory (Non-binding) Resolution is set forth below:

“Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the Shareholders accept the approach to executive compensation disclosed in this Information Circular delivered in advance of the 2021 annual meeting of Shareholders of the Company.”

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COMPENSATION DISCUSSION AND ANALYSIS

Human Resources Committee Letter to Shareholders

Fellow Shareholders,

The HR Committee is pleased to provide you with an overview of Extendicare’s performance in 2020 and a summary of our approach to determining the compensation of our executives.

Highlights from 2020

In 2020, we experienced strong financial results, particularly in the context of the COVID-19 pandemic. We brought additional focus to delivering quality health care services to our residents and clients. Throughout the course of the pandemic, we worked closely and collaboratively with our local hospitals and health authorities as well as government, in many cases forging new partnerships, to assist our homes in combatting the virus. We continued to invest heavily in upgrading our systems and processes as well as strengthening our leadership team with new talent to improve our ability to meet the increasing demands on our business and pursue opportunities for growth.

Key performance highlights included:

Management took numerous measures to protect our residents, clients and staff and to limit the impact of the COVID-19 pandemic on our operations. Some of the more significant measures include:
Enhanced infection prevention and control protocols, including staff training and education and new equipment to clean our homes;
Major changes in human resources practices, including single employer restriction, sick-pay for quarantine/self-isolation, major hiring of additional staff to protect our homes and full compensation for attendance at vaccination clinics;
Acquisition of sufficient supplies of personal protective equipment; and
Routine testing of all staff for COVID-19, resulting in more than 300,000 tests performed since the beginning of the pandemic.
Applications for 22 LTC construction projects were submitted to the Ontario government with nine projects having received approval for bed allocations to-date. The first of these projects, a new home in Sudbury, broke ground in the fourth quarter of 2020.
Our retirement communities experienced declines in stabilized occupancy and slower growth in lease-up occupancy as move-ins and tours were impacted by public health restrictions. Despite this, leadership was successful in maintaining stabilized occupancy above 90% throughout the year.
Volumes in our ParaMed home health care operations were heavily impacted at the onset of the pandemic, due to the cancellation or disruption of elective procedures in acute care hospitals, the adoption of social distancing and self-isolation by clients, restrictions on non-urgent care services and reductions in our workforce capacity. Recovery in volumes has been steady in the third and fourth quarters of 2020, but industry-wide shortfalls in workforce capacity prevented volumes from recovering to pre-pandemic levels before the end of the year. Notably, the transition to a new cloud-based technology platform was completed in 2020. Programs to educate new homecare workers and enhanced recruiting capacity have positioned the business well for volume growth in 2021.
We continued to grow our business-to-business services, most notably through a more than 20% increase in the number of beds served by our SGP Group Purchasing Partner Network.

Since 2018, the Company has recently welcomed several new members of the executive leadership team, with experience across a broad spectrum of industries. Dr. Guerriere, Mr. Bacon and Mr. Toffoletto joined the Company in 2019. The following senior executives were welcomed in 2020:

Ms. Sarauer joined the Company in February 2020 as Senior Vice President, Chief Human Resources Officer, prior to which she served in a similar role with Open Text Corporation.
Mr. Victor Rocca joined the Company in November 2020 as Senior Vice President, ParaMed, bringing considerable experience managing a large, multi-site workforce to deliver a consistently high quality service, including as Vice President, Ontario Region at McDonald’s.
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Extendicare Information Circular – April 2021

Dr. Matthew Morgan joined the Company in November 2020 as its first Chief Medical Officer, prior to which he served as Vice President, Clinical, in the Toronto Region of Ontario Health in addition to his clinical practice as a specialist in Internal Medicine.
Mr. Bruce Wienberg joined the Company in January 2021 as Senior Vice President, Residential Care Operations, prior to which he was a Vice President of Operations at Best Western International.

The Board has been pleased with this progress, and has confidence that the leadership team will drive improved performance for all stakeholders of the Company.

2020 Compensation Decisions

The objectives of our executive compensation program are to attract, retain and motivate executives and reward for the Company’s financial and operational performance along with executives’ individual contributions. The total compensation package is designed to provide a strong and direct link between performance and compensation, and the HR Committee believes the program design is appropriate and competitive in the Canadian markets in which the Company operates.

Under our short-term incentive program (“ STIP ”), the Company’s 2020 financial performance was initially assessed at 150% of target. However, the HR Committee deemed it appropriate to cap payouts related to financial metrics at 100% (at target), given the extraordinary nature of the year, which included many pandemic related impacts on both revenue and costs. When combined with the quality and personal objectives, this resulted in payouts of 82.1% of target for our CEO and 95% to 100% for the other NEOs. The HR Committee felt these payouts were appropriate, given the achievement of financial, quality, and individual metrics in 2020. Refer to “Compensation for 2020 – Short-term Incentives Awarded in 2020” for additional details.

The end of 2020 marked the completion of the performance goal period for the 2018 PSUs, achieving a 115.74% AFFO score and 41.68% relative total shareholder return (“ TSR ”) score, for a total payout of 78.71% of target. Refer to “Performance of 2018 PSUs” for additional details.

The HR Committee will continue to monitor executive compensation at Extendicare, and in the broader market, to ensure we remain aligned with best practice.

Shareholder Engagement

In 2020, our advisory Say on Pay vote received approval from 81.03% of our Shareholders. The HR Committee noted that both Glass Lewis and ISS recommended to its clients that they vote “Yes” in support of the advisory vote on Extendicare’s approach to executive compensation. Upon investigation, the HR Committee determined that some votes were withheld by an institutional shareholder because its voting guidelines required it to do so when the CEO’s pay is more than three times that of the other NEOs average pay. The HR Committee is satisfied that the CEO’s compensation is appropriate and competitive. That ratio in 2019 was an artifact of the timing of new additions to the senior ranks in the company. In 2020, the CEO’s compensation is less than three times that of the average for the other NEOs.

Our Board welcomes constructive engagement with our shareholders, and the HR Committee welcomes feedback on our approach to corporate governance and executive compensation. We invite you to share your comments with us by email at [email protected].

Sincerely,

Donna Kingelin , Chair Human Resources Committee

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Extendicare Information Circular – April 2021

Composition of the Human Resources Committee

A description of the roles and responsibilities of the HR Committee is set out under “Compensation of Senior Management” in Schedule B – “Statement of Corporate Governance Practices”. On issues related to executive compensation, part of the HR Committee’s mandate is to evaluate annually the performance of, and recommend compensation for, the CEO and other senior executives of the Company and its subsidiaries. The HR Committee reviews the design and competitiveness of the executive compensation package with a view to ensuring that the Company and its subsidiaries are able to attract and retain high calibre executive officers, and to motivate performance of executive officers in furtherance of the strategic objectives of the Company and its subsidiaries.

The members of the HR Committee are Donna Kingelin (Chair), Al Mawani and Alan Torrie, each of whom are independent Directors. No member of the HR Committee has been an officer of the Company or any of its subsidiaries, or has been an officer or employee of the Company or any of its subsidiaries within the last three years.

The experience of the members of the HR Committee in top leadership roles during their careers and extensive knowledge of the health care industry as well as their mix of experience in business, governmental affairs and as executives, directors, and members of compensation committees of various private and public companies, provides the collective experience, skills and insight to effectively support the HR Committee in carrying out its mandate. Further information on the background and experience that qualified each of the members for these roles and responsibilities is provided under “Business of the Meeting – Election of Directors”.

2019 Review of Executive Compensation Programs

In 2019, the HR Committee conducted a review of the Company’s executive compensation levels and design. The specific objectives of this review were to assess the Company’s executive compensation programs and to make changes, if necessary, with a view to ensuring that such programs: are fair, competitive and aligned with the Company’s strategic plans; attract, retain and reward high performing executives; align employee interests with the interest of shareholders; and are in alignment with market practices.

The HR Committee engaged Hugessen Consulting to support with the review, and to develop a refreshed comparator group of companies against which the HR Committee could assess the Company’s executive compensation levels and practices.

As a result of this initiative and after considering the advice of Hugessen Consulting, the Board approved the following key changes to the Company’s executive compensation practices, for implementation beginning in 2020.

Changes to the STIP Beginning in 2020

Under the Company’s prior STIP, the target payout was also the maximum possible payout. Effective 2020, the HR Committee has implemented stretch targets in respect of the financial and quality goals within the STIP to enable overachievement and earn up to a maximum of 150% of target for those specific goals.
The weighting of financial metrics was increased to at least 50% for all executives at the VP-level and above and added corporate level financial targets for business unit leaders (in addition to divisional targets).

	2020 Performance Weighting at Target 2020 Total % of Financial Total % STIP at Maximum Corporate Divisional Quality Individual of STIP Performance
Position
President and CEO SVP and CFO, and other C-suite VP, business unit leaders VP,non-business unitleaders	50% − 20% 30% 100% 135% 50% − − 50% 100% 125% 20% 30% 20% 30% 100% 135% 50% − − 50% 100% 125%

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Changes to the LTIP Beginning in 2020

The Company’s LTIP for executives is delivered entirely through PSUs. The payout range for the PSUs was previously 0% to 200%. Effective in 2020, the HR Committee has amended the PSU payout range to 50% to 150%, which maintains the performance variability of the awards while ensuring the LTIP has a sufficient retention effect.
Allowing for continued vesting of PSUs upon retirement.
Other “housekeeping” administrative changes, including amendments to the PSU granting policy to align vesting of off-cycle awards with those granted to the broader group of recipients.

The amendments to the LTIP were reviewed and approved by the TSX (see “Overview of Executive Compensation Programs – Long-term Incentive Plan”).

Overview of Executive Compensation Programs

The compensation philosophy of the Company is intended to be competitive with service sector and other health care companies of comparable size and complexity in Canada in order to attract, retain and motivate its executives, and reward its executives for the Company’s financial and operational performance and their individual contributions. The compensation practices for executives are built around reward systems that recognize financial results, quality of services provided by the Company and individual performance. The total compensation package of executives is designed to provide a strong and direct link between performance and compensation, using a combination of base salary, short-term incentives achieved through annual incentive or bonus payments, and long-term incentives through grants of PSUs. The HR Committee believes the total compensation package of the CEO and other senior executives of the Company and its subsidiaries are competitive in the Canadian markets in which the Company operates.

The HR Committee ensures that risk is appropriately considered in reviewing and approving the incentive programs, in order that the incentive programs do not encourage undue risk-taking on the part of executives and that risks are accounted and adjusted for in the incentive compensation payouts. In addition, the Company has a formal clawback and reimbursement policy in respect of incentive compensation, which is further described below under “Reimbursement of Incentive Compensation”.

This CD&A reviews how the HR Committee determined the compensation for the CEO, CFO and the three other most highly compensated executive officers (collectively, the “ named executive officers ” or, “ NEOs ”). The table below sets forth the name, title and any recent changes in position of the NEOs for purposes of this CD&A:

NEO	Title	Change in Position with the Company
Michael Guerriere	President and CEO	Appointed to current role on October 22, 2018; and a
		Director since March 2018
David Bacon	Senior Vice President and CFO	Joined in current role on April 1, 2019
John Toffoletto	Senior Vice President, CLO and CS	Joined in current role on November 18, 2019
Leslie Sarauer	Senior Vice President and CHRO	Joined in current role on February 3, 2020
Elaine Everson	Vice President, Corporate Development	Served as CFO prior to April 2019

Comparator Group

As part of the review of the Company’s executive compensation practices discussed above, the HR Committee approved a refreshed comparator group of companies that consists of 12 Canadian organizations (the “ Comparator Group ”) which are used to assess the Company’s executive compensation levels and practices. The Comparator Group was generated based on a broad industry scan, selected primarily based on market capitalization, revenue, and general alignment with the Company’s business model. Recognizing the limited directly comparable publicly traded entities to Extendicare in the Canadian market, the Comparator Group also includes those issuers with service delivery, business-to-customer models, large diverse asset and employee bases, and exposure to government regulation.

The companies included in the Comparator Group were:

Altus Group Limited
• Cargojet Inc.
Chartwell Retirement Residences
• Chorus Aviation Inc.
Corus Entertainment Inc. • Real Matters Inc.
GDI Integrated Facility Services Inc. • Recipe Unlimited Corporation
• Horizon North Logistics Inc. • Sienna Senior Living Inc. • Medical Facilities Corporation • Transat AT, Inc.

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The table below summarizes the relevant market data relating to the Comparator Group based on data provided by Hugessen Consulting, compiled using publicly available information as at December 31, 2019.

(dollars in millions)		Revenue ($) (1)	Market Capitalization ($) (2)
Extendicare		1,132	752
Comparator Group:	75thPercentile	1,305	1,318
	Median	794	1,112
	25thPercentile	509	693
	Average	1,052	1,112

Notes:

(1) Trailing twelve months’ revenue data as at December 31, 2019.

(2) Market capitalization as at December 31, 2019.

(3) Table provided by Hugessen Consulting using data from S&P Capital IQ.

Base Salary

Base salaries are reviewed at least annually within the context of the NEO’s employment contract, and are established by salary ranges developed from publicly available market data and from time to time with the assistance of external consultants. The salary ranges are intended to be competitive in the markets applicable to the Company’s business units and are intended to allow the organization to recruit and retain qualified employees. In addition, the HR Committee takes into consideration the executive’s level of responsibility and experience, internal equity among executives, and the executive’s overall performance.

Short-term Incentive Program

An annual cash incentive program is provided for executive officers and other key employees of the Company and its subsidiaries that is formula-based and is measured against pre-determined financial and individual performance targets. Awards are granted on the basis of profit centre results, consolidated results, quality of services and individual performance, as measured against pre-established objectives, such as quality measures, occupancy levels, accreditation, and regulatory compliance during the year. Incentive potential or levels for each executive are established based on the individual’s ability to contribute to the overall goals and performance of the Company and its subsidiaries. In assessing individual performance, the HR Committee takes into account quantitative and qualitative factors including each executive’s personal objectives and their role in the overall achievement of the Company’s strategic goals. Refer to the discussion under “Short-term Incentives Awarded in 2020” for a summary of the 2020 awards for the NEOs.

STIP awards for the NEOs are approved by the Board, upon recommendation by the HR Committee. To aid the HR Committee in making its determinations, the CEO provides recommendations annually to the HR Committee regarding the compensation of all other senior executives. Each senior executive, in turn, participates in an annual performance review with the CEO to provide input about his or her contributions during the year. The HR Committee retains discretion to apply its informed judgement to increase or decrease STIP awards from the results calculated by formula, to ensure that awards appropriately reflect risk as well as other unexpected circumstances that arise during the year, and to eliminate the possibility of other unintended outcomes.

Long-term Incentive Plan

The Company’s equity-based LTIP is designed to encourage a greater alignment of interests between executives and Directors and Shareholders in the form of PSUs for its employees and DSUs for its non-employee Directors. The LTIP received Shareholder approval at the Company’s annual and special meeting held in May 2016. As is required every three years pursuant to the TSX rules, Shareholders ratified and approved the unallocated PSUs and DSUs issuable under the LTIP at a meeting held in May 2019. In 2019, the Company made certain amendments to the LTIP, effective December 12, 2019, none of which required shareholder approval. A full copy of the LTIP, as amended is filed on SEDAR at www.sedar.com under the Company’s issuer profile under the filing category “other security holders documents”.

The Board may elect to settle PSU and DSU awards in cash, market-purchased Common Shares or Common Shares issued from treasury, after deducting applicable withholding taxes. If awards are settled in cash, the final payout amount will be calculated as the number of vested PSUs and DSUs multiplied by the LTIP FMV of a Common Share as at the redemption date. PSUs and DSUs do not carry any voting rights.

Performance Share Units: The LTIP provides for the grant of PSUs to employees, which is an “at-risk” notional Common Share based award, the vesting of which are subject to specified performance criteria to be determined at the time of grant. The purpose of the PSUs is to enhance the alignment of executive pay with the Company’s performance and Shareholders’

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interests, to enhance the ability of the Company to attract and retain senior executives, and to allow participants to share in the Company’s long-term success. Refer to the discussion under “Long-term Incentives Awarded in 2020” for a summary of the 2020 awards for the NEOs.

Grant date values of PSUs will be determined in the context of the eligible employee’s total compensation, and sized as a percentage of his or her base salary, with the intention that the annual awards of PSUs represent a meaningful percentage of the eligible employee’s total compensation. The number of PSUs granted will be calculated by dividing the grant date value of the award by the LTIP FMV of a Common Share as at the date of grant. The LTIP FMV of a Common Share, on any particular date, means the VWAP of the Common Share on the TSX during the last five trading days prior to that particular date. In addition, a PSU participant’s account will be credited with dividend equivalents in the form of additional PSUs when dividends are paid on Common Shares.

PSU awards vest with a term of not less than 24 months and not more than 36 months from the date of grant, with such term to be specified at the date of grant. Vesting of PSUs is conditional on specified performance criteria, and subject to continued employment of the participant, with specific provisions in the event of the participant’s death, retirement or termination of employment (subject, in each case, to the provision of any agreement between the participant and the Company). The number of PSUs that ultimately vest is determined based on a performance multiplier having a possible range of 50% (i.e., half of the PSUs) to 150% (i.e., 1.5 times the PSUs) for awards granted beginning in 2020; and 0% (i.e., no PSUs vest) to 200% (i.e., 2 times the PSUs) for awards granted prior to 2020.

The performance criteria and underlying multipliers are established at the time of grant and may be based on a combination of operational and financial measures. The PSU performance criteria for grants made since 2016 has been based on a combination of relative TSR and AFFO targets.

Deferred Share Units: The LTIP provides for the grant of DSUs to non-employee Directors, which is a notional Common Share based award designed to promote greater alignment of interests between such Directors and Shareholders.

The GN Committee has determined that non-employee Directors will receive 50% of their annual Board retainer in the form of DSUs, granted on a quarterly basis. Non-employee Directors have the option to receive some or all of their remaining cash retainer and meeting fees in the form of DSUs. The number of DSUs granted will be calculated by dividing the grant date value of the award by the LTIP FMV of a Common Share as at the date of grant. In addition, the DSU participant’s account will be credited with dividend equivalents in the form of additional DSUs when dividends are paid on Common Shares in the ordinary course of business. DSUs vest immediately at the time of grant but do not carry any voting rights, and will be redeemed by the Company upon the non-employee Director retiring or otherwise leaving the Board (and is not otherwise employed by the Company).

Common Shares Subject to the LTIP: The maximum number of Common Shares which may be reserved for issuance by the Company from treasury relating to grants of PSUs and DSUs awarded under the LTIP (together with additional PSUs and DSUs credited to PSU participants and DSU participants on account of dividends paid on the Common Shares) shall not, in the aggregate, exceed 5% of the total number of issued and outstanding Common Shares from time to time on a non-diluted basis.

The table below sets out the aggregate number of DSUs and PSUs outstanding and the number of Common Shares remaining available for future issuance under the LTIP as a percentage of the number of issued and outstanding Common Shares as at each of April 8, 2021 and December 31, 2020. The number of PSUs assumes vesting at 100% of target.

			Total DSUs	% of Common	Common Shares Remaining	% of Common
	DSUs	PSUs	and PSUs	Shares Issued	Available for Future	Shares Issued
	Granted	Granted	Granted	and	Issuance Under LTIP	and
Date	#	#	#	Outstanding	#	Outstanding
April 8, 2021	413,794	1,102,534	1,516,328	1.7%	2,724,410	3.0%
December 31, 2020	381,731	695,087	1,078,818	1.2%	3,187,334	3.6%

Limitation on Issuance of Common Shares under the LTIP: The aggregate number of Common Shares issued to insiders of the Company within any one year period, or reserved for issuance to insiders of the Company at any time by the Company from treasury under the LTIP and under all other security-based compensation arrangements of the Company, if any, shall not exceed 10% of the issued and outstanding Common Shares on a non-diluted basis.

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Amendments : The LTIP provides that the approval of Shareholders will be required in order to:

(a) increase the maximum number of treasury Common Shares issuable pursuant to the LTIP;
(b) amend the determination of LTIP FMV of a Common Share under the LTIP in respect of any PSU or DSU;
(c) modify or amend the provisions of the LTIP in any manner which would permit PSUs or DSUs, including those previously granted, to be transferable or assignable, other than for normal estate settlement purposes;
(d) add to the categories of eligible participants under the LTIP;
(e) remove or amend the insider participation restrictions;
(f) change the termination provisions of PSUs or DSUs which would result in an extension beyond the original expiry date of a PSU or DSU held by an insider;
(g) amend the amending provisions of the LTIP; or
(h) make any other amendment to the LTIP where Shareholder approval is required by the TSX.

Subject to any required regulatory review or approval, the Board may make all other amendments to the LTIP without Shareholder approval. These amendments include, but are not limited to: the termination of the LTIP; amendments designed to comply with applicable laws or regulatory requirements; and “housekeeping” administrative changes (such as correcting an immaterial inconsistency or curing any ambiguity). The Board may not, however, without the consent of the participants, or as otherwise required by law, materially and adversely alter or impair any of the rights or obligations under any outstanding PSUs or DSUs.

As discussed under “2019 Review of Executive Compensation Programs”, the Company amended the LTIP in December 2019. Such amendments did not modify the criteria under which awards granted prior thereto become vested.

The Company’s annual burn rate for the DSUs and PSU under the LTIP (being the number of awards granted, divided by the weighted average number of Common Shares outstanding) for the years ended December 31, 2018, 2019 and 2020, was as follows:

Year	Burn Rate
	DSUs PSUs at Target PSUs at Maximum Multiplier
2020 2019 2018	0.14% 0.43% 0.66% 0.11% 0.35% 0.70% 0.14% 0.25% 0.49%

Defined Benefit Plans

The Company provides executive defined benefit arrangements in the form of a registered pension plan (the “ RPP ”) and a supplemental executive retirement plan (the “ SERP ”). Both plans were closed to new entrants in 2000, and Ms. Everson, the Vice President, Corporate Development, is the only remaining active participant in the plans. The SERP is a non-registered unfunded plan and all benefits are paid from cash from operations. The benefit obligations under the SERP are secured by letters of credit. Coverage under these plans provides for a benefit of 4% of the average of the best three consecutive years of base salary for each year of service to a maximum of 15 years and 1% per year thereafter. These arrangements provide a maximum benefit guarantee of 50% of base salary after 10 years of service, 60% after 15 years of service, and 70% after 25 years of service. Normal retirement age is 60 years or age 55 with the Company’s consent. Retirement benefits under these plans are not subject to any deduction for social security or Canada Pension Plan, and are payable as an annuity over the lifetime of the plan participant with a portion continuing to be paid to his or her spouse after the death of the plan participant, depending on the form of pension elected by the participant at retirement.

Registered Defined Contribution Plans

The Company maintains a group registered retirement savings plan (the “ RRSP ”) for executives under which the employer contributes 10% of the employee’s base salary, subject to the legal limits of the plan. The employer contributions vest immediately. Participants in the Company’s RPP and SERP are not eligible to participate in the group RRSP.

Reimbursement of Incentive Compensation

The Board of Directors of the Company may, in its sole discretion, to the full extent permitted by governing law and to the extent it determines that it is in the Company’s best interest to do so, require reimbursement of full or partial incentive compensation from all current or former Vice Presidents and above of the Company and its subsidiaries in the event of fraud or material misconduct, or actions resulting in the restatement of the Company’s and/or its subsidiaries financial statements that would have reduced the amount of incentive compensation had the financial results been correctly reported.

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Restrictions on Trading and Hedging Extendicare Securities

Senior officers of the Company and its subsidiaries, including the NEOs, are prohibited from directly or indirectly entering into financial instruments designed to hedge or offset a decrease in the market value of the Common Shares and the Company’s other securities.

Executive Share Ownership Policy

The Company’s executive officers, including those that are not NEOs, are subject to a share ownership policy to further align executive and shareholder interests. The share ownership policy requires executives to achieve minimum share ownership levels within a five-year period from their appointment as an executive. Executives can meet their share ownership requirements through the ownership of Common Shares and PSUs/DSUs. The determination of the value of an executive’s share ownership is the higher of the original acquisition cost/grant date value or current market value. The table below sets forth each NEO’s eligible share-based holdings as at April 8, 2021 and ownership threshold requirements.

As of April 8, 2021, all of the NEOs have either met or are in the process of meeting their respective share ownership requirements.

NEO Title	Current Ownership	Ownership Requirement
	Common Shares (#) PSUs / DSUs(1) (#) Total Value(2) ($)	Multiple of Annual Base Salary Threshold ($) Date to be Achieved (mm/yr) Met or in Progress
Michael GuerrierePresident and CEO David Bacon SVP and CFO John Toffoletto SVP and CLO and CS Leslie Sarauer SVP and CHRO Elaine Everson VP, CorporateDevelopment	40,000 336,745 2,931,076 30,000 168,237 1,542,284 23,280 57,412 626,784 8,000 47,488 431,697 28,002 46,419 578,995	3x 1,800,000 10/23 Met 3x 1,200,000 04/24 Met 3x 1,065,000 11/24 In progress 2x 700,000 02/25 In progress 1x 275,914 n/a Met

Notes:

(1) In addition to PSUs granted to all of the NEOs, Dr. Guerriere’s holdings include DSUs that were received during his tenure as a nonemployee Director prior to his appointment as CEO in 2018.

(2) The value of the Common Shares, PSUs and DSUs is based on the closing price for the Common Shares on the TSX on April 8, 2021 of $7.78.

(3) The value of Dr. Guerriere’s Common Shares was $310,200.

Compensation for 2020

The following graphic summarizes the relative target direct compensation mix of annual base salary and incentive compensation for 2020 of the Company’s NEOs.

2020 Target Direct Compensation Mix

==> picture [325 x 152] intentionally omitted <==

----- Start of picture text -----

President and CEO 33.3% 33.3% 33.3%
SVP and CFO 40.0% 20.0% 40.0%
SVP, CLO and CS 47.6% 23.8% 28.6%
SVP, CHRO 50.0% 25.0% 25.0%
VP, CD 57.1% 20.0% 22.9%
Base Salary Target STIP Target LTIP
----- End of picture text -----

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Base Salary

Base salaries are reviewed annually and may be adjusted to align with the market value of the individual’s role and responsibilities and/or to recognize the individual’s growth and development in his or her position. None of the NEOs received an increase in their annual base salary in 2020. Mr. Toffoletto and Ms. Sarauer joined the Company in November 2019 and February 2020, respectively. The base salaries earned in 2020 for each of the NEOs are reflected in the “Summary Compensation Table of Named Executive Officers”.

Compensation Table	of Named Executive Officers”.
		2020Annualized	Increase from
NEO	Title	Base Salary	2019
Michael Guerriere	President and CEO	600,000	0%
David Bacon	SVP and CFO	400,000	0%
John Toffoletto	SVP, CLO and CS	325,000	N/A
Leslie Sarauer	SVP and CHRO	325,000	N/A
Elaine Everson	VP, Corporate Development	275,914	0%

Short-term Incentives Awarded in 2020

During 2020, all of the NEOs participated in the Company’s STIP that is formula-based and measured against pre-determined performance targets, including financial, quality and individual performance measures. In determining the performance of the financial objectives, actual results are measured relative to the target set at the beginning of the year, and may include financial performance measures that are not recognized under GAAP, and do not have standardized meanings prescribed by GAAP. See “Non-GAAP Measures” for more information. The HR Committee has the discretion to consider adjustments for one-time or unusual items in assessing the financial performance measures of the Company and its subsidiaries. If the Company incurs serious deficiencies in care or services provided, then all or part of the NEO’s annual bonus may be forfeited.

- Target Short term Incentive and Performance Weighting

The table below sets forth the NEO’s STIP targets expressed as a percentage of base salary along with the corresponding financial, quality and individual performance weightings.

2020 Base Salary Earned NEO Title ($)	2020 STIP Target	Performance Weighting
	% of Amount Salary ($)
		Financial Quality Individual
Michael GuerrierePresident and CEO 600,000 David Bacon SVP and CFO 400,000 John Toffoletto SVP, CLO and CS 325,000 Leslie Sarauer SVP and CHRO 297,197 Elaine Everson VP, CorporateDevelopment 275,914	100% 600,000 50% 200,000 50% 162,500 50% 148,958 35% 96,570	50% 20% 30% 50% – 50% 50% – 50% 50% – 50% 50% – 50%

At the start of each year, the Board, upon recommendation of the HR Committee, adopts financial performance targets intended to guide and motivate executive officers to execute the Company’s strategy over the course of the year. The HR Committee, in consultation with the CEO, assesses the financial performance against each target and recommends a financial performance score for each NEO to the Board.

The quality objectives applicable to the CEO are intended to measure key care, safety, service and performance outcomes. The Company is committed to continuous improvement in the quality of care provided to its clients, and establishes and regularly monitors a number of quality indicators. These quality indicators measure the success of service improvement programs related to wound care, medication management, fall prevention, home health care reliability and resident, family and employee satisfaction.

At the beginning of the year, individual goals are identified for each NEO and such goals align with their respective roles and responsibilities as well as with corporate objectives. The CEO’s personal goals are approved by the Board on the recommendation of the HR Committee. Personal goals of the other NEOs are approved by the Board on the recommendation of the CEO, following a review by the HR Committee.

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Financial Performance

The table below sets forth the 2020 financial performance metrics, the NEO’s goal weighting and the actual results. The performance scores for achievement between threshold (0%) and target (100%) and between target (100%) and stretch (150%) are determined on a linear basis. As shown below, the Company’s 2020 financial performance was assessed at 150% of target. However, the Board elected to cap the score achieved related to financial metrics at 100% (at target), given the extraordinary nature of the year, which included many pandemic related impacts on both revenue and costs.

Actual ($ in millions) Threshold ($) Target ($) Stretch ($) Achieved ($) Score Achieved	Financial Goal Weightings
	CEO CFO Other NEOs
Consolidated Revenue 1,081.3 1,124.1 1,145.5 1,158.3 150% Adjusted EBITDA(1) 91.3 96.7 99.5 133.1 150%	25% 25% 25% 25% 25% 25%
Total financial weighting (A) Average score achieved (B) Performance weighted (A x B)	50% 50% 50% 150% 150% 150% 75% 75% 75%

Note:

(1) This is a Non-GAAP measure. See “Non-GAAP Measures” for more information.

CEO Quality and Individual Performance

Dr. Guerriere’s quality and individual goals for 2020 represented 20% and 30% of his STIP award, respectively. The quality goals related to: (i) the success of the LTC homes in achieving industry leading quality indicators; and (ii) the success of the home health care operation in increasing its reliability. The individual goals included the following: (i) successful recruitment of senior leadership and other members of the management team; (ii) effective execution of the strategic plan and communication of the plan to key stakeholders; (iii) significant progress on key initiatives, including ParaMed transformation and LTC redevelopment; and (iv) effective management of the Company’s response to the COVID-19 pandemic (added in March). Dr. Guerriere’s final STIP award represented 10.5% achievement of his quality goals and 100% achievement of his individual goals for 2020.

CFO Individual Performance

Mr. Bacon’s individual goals for 2000 represented 50% of his STIP award and included the following: (i) enhance capacity, capability and leadership in the finance and IT departments; (ii) manage implementation of new technology platforms; (iii) refinance maturing debt; (iv) wind up remaining U.S. operations; and (v) strengthen investor relations. Mr. Bacon’s final STIP award represented 100% achievement of his individual goals for 2020.

Other NEO Individual Performance

Mr. Toffoletto’s individual goals for 2020 represented 50% of his STIP award, and included the following: (i) improve legal department effectiveness and efficiency, including through management of external resources and building the capacity of the legal department; (ii) renegotiate a number of key supplier and partnership agreements; (iii) revise and update key corporate policies and governance practices; and (iv) undertake initiatives to reduce enterprise risk. Mr. Toffoletto’s final STIP award represented 100% achievement of his individual goals for 2020.

Ms. Sarauer’s individual goals for 2020 represented 50% of her STIP award, and included the following: (i) enhance capacity, capability and leadership in the HR department; (ii) upgrade and centralize recruiting function; (iii) revise total rewards programs for management and staff; and (iv) strengthen occupational health and safety practices. Ms. Sarauer’s final STIP award represented 100% achievement of her individual goals for 2020.

Ms. Everson’s individual goals for 2020 represented 50% of her STIP award, and included the following: (i) advance the LTC redevelopment agenda including land acquisition, site planning, government approvals and construction start on a new LTC build; (ii) successful exit of ParaMed from the British Columbia market; (iii) management of leasehold improvements to transform the head office into a collaborative open office environment; and (iv) enhance the capacity and capability of the property development team. Ms. Everson’s final STIP award represented 90% achievement of her individual goals for 2020.

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2020 STIP Awards

The table below sets forth the 2020 STIP results and amounts awarded to the NEOs.

2020 STIP NEO Title Target ($)	Performance (% of target achieved) 2020 STIP Financial Quality Individual Total Awarded ($)
Michael GuerrierePresident and CEO 600,000 David Bacon SVP and CFO 200,000 John Toffoletto SVP, CLO and CS 162,500 Leslie Sarauer SVP and CHRO 148,958 Elaine Everson VP, Corporate Development 96,570	50% 2.1% 30% 82.1% 467,630(1) 50% − 50% 100% 200,000 − − 50% 100% 162,500 − − 50% 100% 148,958 50% − 45% 95% 91,741

Note:

(1) Dr. Guerriere waived $25,000 of his 2020 STIP so the Company could make an additional contribution to the CaRES Fund.

Long-term Incentives Awarded in 2020

In 2020, upon recommendation of the HR Committee, the Board approved PSU awards pursuant to the LTIP (the “ 2020 PSU Award ”) to the NEOs as set out below. The 2020 PSU Award, granted on March 10, 2020, was sized as a percentage of the NEO’s annual base salary, with the number of PSUs determined based on the LTIP FMV of $7.78 on the date of grant, which value assumes vesting of the PSUs at 100% of target. The award cliff vests in three years on March 10, 2023.

				2020 PSU Award
		2020 PSU Award as	2020 PSU Award	FMV at Date of Grant
NEO	Title	% of Base Salary	(#)	($)
Michael Guerriere	President and CEO	100%	77,121	600,000
David Bacon	SVP and CFO	100%	51,414	400,000
John Toffoletto	SVP, CLO and CS	60%	25,064	195,000
Leslie Sarauer	SVP and CHRO	50%	20,887	162,500
Elaine Everson	VP, Corporate Development	40%	14,186	110,366

PSU Performance Measures

For PSU awards granted to date, the ultimate number of vested PSUs depends on two performance metrics over the threeyear “ PSU Performance Goal Period ” (being the period commencing on the first day of the fiscal year in which the award is granted and ending on the last day of the second full fiscal year after the fiscal year in which the award is granted). The two performance metrics established by the HR Committee in respect of these awards are the Company’s AFFO performance relative to its annual AFFO targets and the Company’s TSR performance relative to the S&P/TSX Completion Index. The performance over the PSU Performance Goal Period of the AFFO (the “ AFFO Multiplier ”) and TSR (the “ TSR Multiplier ”) are weighted equally at 50% and combined to determine the ultimate payout percentage of the PSU award, ranging from 0% to 200% for awards granted prior to 2020, and 50% to 150% for awards granted beginning in 2020, (the “ Combined Payout Percentage ”) as shown below. The score is determined on a linear basis for performance between threshold and target and target and maximum.

	Performance Level
	Minimum Target Maximum
Performance Multiplier Grants made prior to 2020 Grants beginning in 2020 Performance Metrics(weighted 50/50) AFFO component TSR component	0% 100% 200% 50% 100% 150% 20% below target annual budget 20% above target 15% below target At index 15% above target

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Extendicare Information Circular – April 2021

The performance metrics are measured annually, with the AFFO component weighted equally for each of the three year periods and the TSR component weighted annually at 20% in addition to applying a 40% weighting to the cumulative performance of the TSR over the three-year period, as shown below.

	Performance Measurement Periods and Weighting by Period
	Year 1 Year 2 Year 3 3-year Total
AFFO component (50%) TSR component (50%)	33.33% 33.33% 33.33% N/A 20% 20% 20% 40%

The Company’s relative TSR is an important performance measure because it is reflective of our performance relative to companies which are subject to similar market conditions, and is an important metric of value creation. In 2016, the HR Committee determined with assistance from Hugessen Consulting, and the Board approved, the selection of the S&P/TSX Completion Index on the basis that it was a broad industry index of small- to mid-cap TSX companies that provided a relatively high degree of correlation to the Company’s historical TSR. The AFFO targets are forward-looking and disclosure of them before the end of the performance period would seriously prejudice the Company’s interests. As a result, targets are disclosed at the time of settlement of the awards.

Performance of 2018 PSUs

The PSU Performance Goal Period for the PSUs awarded in 2018 (the “ 2018 PSU Award ”) ended on December 31, 2020 and was dependant on the performance metrics as set out above. In early 2021, the HR Committee reviewed the performance of the 2018 PSU Award and confirmed a Combined Payout Percentage of 78.71% based on the target and performance of each component over the three-year period as set out below:

					Performance
Performance of 2018 PSUs	Target	Actual	Multiplier	Weight	Score
AFFO Component
2018	$64,583	$57,751	47.11%	33.33%	15.70%
2019	$52,588	$52,600	100.11%	33.33%	33.37%
2020	$58,608	$79,167	200.00%	33.33%	66.67%
AFFO Multiplier(three-yearperformance)					115.74%
TSR Component
2018	(12.85)%	(26.30)%	10.37%	20%	2.07%
2019	26.12%	40.83%	198.06%	20%	39.61%
2020	5.97%	(15.23)%	0%	20%	0%
2018–2020	16.47%	(12.98)%	0%	40%	0%
TSR Multiplier(three-yearperformance)					41.68%
Combined Payout Percentage (50%X(115.74%+ 41.68%))					78.71%

Payout Summary of 2018 PSU Award

In early 2021, the HR Committee determined that the 2018 PSU Award vested based on a Combined Payout Percentage of 78.71% of target, as set out above. The 2018 PSU Award vested on March 15, 2021, and was redeemed on March 17, 2021, based on the LTIP FMV of $7.24 on the redemption date. The table below sets forth the 2018 PSU Award of Ms. Everson that settled with Common Shares issued from treasury (a portion of which was settled in cash to cover applicable withholding taxes). The other NEOs were not employed with the Company at the time the 2018 PSU Award was granted.

		2018 PSUs Credited	2018 PSUs Vested	2018	PSU Settlement Value
NEO	Title	(#)	(#)		($)
Elaine Everson	VP,Corporate Development	15,340	12,074		87,416

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Extendicare Information Circular – April 2021

Performance Graph

The following graph illustrates Extendicare’s total cumulative Shareholder return over the last five years on its Common Shares, assuming a $100 investment was made on January 1, 2016, compared to the total cumulative return of the S&P/TSX Composite Index and the S&P/TSX Completion Index (assuming all dividends are reinvested). The graph also shows the Company’s total direct compensation (“ TDC ”) of the NEOs as reported in each of the last five years.

Com Com	posit pany	nd the ect co	S&P/TSX Completion Index mpensation (“TDC”) of the N	S&P/TSX Completion Index mpensation (“TDC”) of the N	S&P/TSX Completion Index mpensation (“TDC”) of the N	S&P/TSX Completion Index mpensation (“TDC”) of the N	(assuming all di EOs as reported i	(assuming all di EOs as reported i	(assuming all di EOs as reported i	vidends are reinvested). T n each of the last five yea	vidends are reinvested). T n each of the last five yea	vidends are reinvested). T n each of the last five yea	vidends are reinvested). T n each of the last five yea	vidends are reinvested). T n each of the last five yea	he gr rs.	ap	also	sh	ows th
			Total Shareholder Return				and NEO Total			Direct Compensation


																10
																9
50 100 150 Totoal Shareholder Return ($)																2 3 4 5 6 7 8	Extendicare NEO TDC ($ millions)
																1
	-															-
	1-Jan-16		2016		2017			2018			2019			2020

		EXE		S&P/TSX	Composite			S&P/TSX Completion				NEO TDC

For	the Year				1-Jan-16				2016		2017		2018			2019			2020
Extendicare						$100.00		$ 107.95		$	104.62	$	76.68		$ 107.13			$	89.62
S&P/TSX Composite Index						$100.00		$ 121.08		$	132.09	$	120.36		$ 147.89			$	156.17
S&P/TSX Completion Index						$100.00		$ 120.50		$	128.98	$	112.40		$ 141.76			$	150.22
NEO TDC (000’s)								$	3,776	$	3,098	$	3,834		$	4,015		$	4,438
NEO TDC as a % of		revenue(1)							0.4%		0.3%		0.3%			0.4%			0.4%

Note:

(1) Represents NEO TDC as a percentage of consolidated revenue from continuing operations for each of the respective periods.

For the five-year period ended December 31, 2020, the Company’s total shareholder return has under-performed the S&P/TSX Composite Index and S&P/TSX Completion Index. This is a substantial change from the prior five-year performance period ending December 31, 2019, when the Company’s total shareholder return had outperformed the indices. The main reason for this change is considered to be the impact of the COVID-19 pandemic on share price performance in the seniors’ care sector, and on the Company in particular as the largest publicly traded operator of LTC homes and provider of home health care in Canada, relative to other segments of the publicly traded market. Following the release of the Company’s results for the year ended December 31, 2020, the Company’s share price increased from $6.64 at December 31, 2020 to $7.78 at April 8, 2021, and its total shareholder return for the three months ended March 31, 2021 of 16.60% has outperformed the S&P/TSX Composite and Completion indices total returns for the same period of 8.05% and 5.36%, respectively.

NEO total direct compensation during that same period has trended marginally higher, with year-over-year fluctuations attributable for the most part to changes in the former CEO’s compensation and to changes in the constitution of the NEO group as a whole. NEO compensation is not strongly correlated to Shareholder returns in the short to medium term, in part because equity-based incentives are calculated at the time of grant, which do not reflect the actual value of compensation paid when such incentives vest. In the long-term NEO compensation is directly affected by the Company’s share performance as a result of awards that vest at the end of three years in the form of PSUs, thus providing an alignment of management and Shareholder interests. PSUs under the LTIP are awarded annually to the NEOs based on a percentage of his or her base salary, ranging from 40% to 100%. In addition, the Company’s STIP awards provide an “at-risk” component of compensation based on successful performance of key financial objectives. These “at-risk” components (the LTIP and STIP awards) ranged from 42% to 64% of the TDC earned in 2020.

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SUMMARY COMPENSATION TABLE OF NAMED EXECUTIVE OFFICERS

The following table sets forth all annual and long-term compensation for services in all capacities to the Company and its subsidiaries for the individuals who were, as at December 31, 2020, the CEO, CFO, and the next three most highly compensated executive officers of the Company and its subsidiaries.

					Annual
			Share-	Option-	Non-equity
			based	based	Incentive	Pension		All Other	Total
Name and		Salary	Awards(6)	Awards	Plans	Value		Compensation (7)	Compensation
Principal Position	Year	($)	($)	($)	($)	($)		($)	($)
Michael Guerriere (1)	2020	600,000	600,000	−	467,630		−	45,494	1,713,124
President and CEO	2019	600,000	1,116,712	−	329,721		−	44,706	2,091,139
	2018	118,461	−	−	118,113		−	14,208	250,782
David Bacon(2)	2020	400,000	400,000	−	200,000		−	35,639	1,035,639
SVP and CFO	2019	300,000	400,000	−	100,000		−	30,732	830,732
	2018	−	−	−	−		−	−	−
John Toffoletto(3)	2020	325,000	195,000	−	162,500		−	36,858	719,358
SVP, CLO and CS	2019	40,625	−	−	20,313		−	4,375	65,313
	2018	−	−	−	−		−	−	−
Leslie Sarauer(4)	2020	297,717	162,500	−	148,958		−	41,402	650,777
SVP and CHRO	2019	−	−	−	−		−	−	−
	2018	−	−	−	−		−	−	−
Elaine Everson(5)	2020	275,914	110,366	−	91,741		−	40,239	518,260
VP, Corporate Development	2019	275,914	110,366	−	43,784	(22,877)		41,358	448,545
	2018	275,914	110,366	−	27,522		−	48,132	461,934

Notes:

(1) Dr. Guerriere joined the Company in October 2018 as President and CEO with an annual base salary of $600,000. Dr. Guerriere’s PSU award granted in 2019 based on a value of $1,116,712 included a component of $516,712 in lieu of a one-time incentive award and a PSU award for the last three months of 2018 when he joined the Company. The compensation reported for Dr. Guerriere does not include fees earned during 2018 as an independent Director prior to his appointment as CEO, totalling $78,456 that were paid in the form of DSUs.
(2) Mr. Bacon joined the Company in April 2019 as Senior Vice President and CFO with an annual base salary of $400,000.
(3) Mr. Toffoletto joined the Company in November 2019 as Senior Vice President, Chief Legal Officer and Corporate Secretary with an annual base salary of $325,000.
(4) Ms. Sarauer joined the Company in February 2020 as Senior Vice President and Chief Human Resources Officer with an annual base salary of $325,000.
(5) Ms. Everson assumed the role of VP Corporate Development in April 2019.
(6) These amounts reflect PSU awards based on the LTIP FMV at the date of grant (assuming vesting at 100% of target), as summarized in the table below. These differ from those used for accounting purposes, which determine the grant date fair values based on the underlying performance metrics, applying equal weighting to each. The AFFO components are measured using the TSX closing price of the Common Share on the day prior to the date of grant. The TSR components are measured using the Monte Carlo simulation method, applying the assumptions summarized in the table below.

PSU Award / Grant Date	March 10, 2020	May 31, 2019	March 15, 2018
Vesting date	March 10, 2023	May 31, 2022	March 15, 2021
LTIP FMV (based on5-day VWAP)	$ 7.78	$ 8.16	$ 8.81
Grant date fair value for accounting purposes:
Fair value of AFFO component	$ 3.64	$ 4.04	$ 4.36
Fair value of TSR component	3.80	5.58	4.97
Grant date fair value used for accounting	$7.44	$ 9.62	$ 9.33
Expected volatility of Common Shares	19.79%	20.49%	23.66%
Expected volatility of the S&P/TSX Completion Index	11.05%	9.42%	12.20%
Risk-free interest rate	0.55%	1.40%	1.84%
Dividend yield	nil	nil	nil

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(7) All other compensation includes employer contributions to RRSP programs, life insurance premiums, long-term disability (“ LTD ”) premiums, group accidental death and dismemberment (“ ADD ”) premiums, health benefits, and “other” which consists of automobile allowances. Ms. Everson, as the only remaining active participant in the Company’s defined benefit plans, is not eligible to participate in the group RRSP. The components of “all other compensation” for the NEOs are as follows:

		Employer Contribution	Life/LTD/
NEO	Year	to Group RRSP ($)	ADD/ Health ($)	Other ($)	Total ($)
Michael Guerriere	2020	27,230	18,264	−	45,494
	2019	26,500	18,206	−	44,706
	2018	11,846	2,362	−	14,208
David Bacon	2020	27,230	8,409	−	35,639
	2019	26,500	4,232	−	30,732
John Toffoletto	2020	27,230	9,628	−	36,858
	2019	4,063	312	−	4,375
Leslie Sarauer	2020	27,230	14,172	−	41,402
Elaine Everson	2020	−	23,329	16,910	40,239
	2019	−	21,934	19,424	41,358
	2018	−	26,490	21,642	48,132

INCENTIVE PLAN AWARDS

Outstanding Share-based Awards

The following table sets forth the number and value of all share-based awards issued and outstanding as at December 31, 2020, for each NEO made under the LTIP in the form of PSUs. For a description of the LTIP, refer to the discussion above in the CD&A under “Overview of Executive Compensation Programs – Long-term Incentive Plan”.

NEO Title	Share-based Awards
	PSUs That Have Not Vested (#) Payout Value of PSUs Awards That Have Not Vested ($)
Michael Guerriere President and CEO David Bacon SVP and CFO John Toffoletto SVP, CLO and CS Leslie Sarauer SVP and CHRO Elaine Everson VP, CorporateDevelopment	234,752 1,558,756 109,394 726,378 26,663 177,044 22,219 147,536 45,245 300,425

The PSUs vest on the third anniversary of the date of grant, conditional on specified performance criteria and continued employment of the participant. The number of outstanding PSUs includes dividend equivalents credited to the account. The payout value of the outstanding PSUs has been calculated based on the closing price for the Common Shares on the TSX on December 31, 2020, which was $6.64, multiplied by the number of outstanding PSUs on account, and assumes vesting at 100% of target. The 2018 PSUs vested on March 15, 2021, based on a Combined Payout Percentage of 78.71%, and were redeemed on March 17, 2021. See “Compensation Discussion and Analysis – Compensation for 2020 – Performance of 2018 PSUs” for more information.

Value Vested During 2020

The following table sets forth the value of share-based awards of the NEOs that vested during 2020 and were redeemed on March 17, 2020, based on the LTIP FMV of $6.42 on the redemption date. The other NEOs were not employed with the Company at the time the 2017 PSUs were granted.

		Share-based Awards Value
		Vested During the Year
NEO	Title	($)
Elaine Everson	VP, CorporateDevelopment	41,330

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PENSION PLAN BENEFITS

Defined Benefit Plans Table

Ms. Everson is a participant in Extendicare’s RPP and SERP. See “Pension Plan Benefits – Defined Benefit Plans” for more information. The RPP and SERP allow for normal retirement at the age of 60 or 55 with the Company’s consent. Ms. Everson is currently 64.

The following table provides information with respect to Extendicare’s obligations to Ms. Everson under the respective plans, using the same assumptions and methods used for financial reporting purposes in preparing Extendicare’s audited consolidated financial statements for the year ended December 31, 2020.

Number of Years NEO Credited Service (#)	Annual Benefits Payable ($) Accrued Obligation Accrued Obligation At Year End At Age 65 at Start of Year ($) Compensatory Change ($) Non-compensatory Change ($) at Year End ($)
Elaine Everson RPP 28 SERP 28	81,690 88,340 1,544,898 64,913 207,575 1,817,386 110,187 104,800 1,925,503 (64,913) 72,410 1,933,000
Total	191,877 193,140 3,470,401 − 279,985 3,750,386

TERMINATION AND CHANGE OF CONTROL BENEFITS

Employment Agreements

Each of the NEOs is party to an employment agreement with the Company providing for, among other things, share ownership requirements, confidentiality covenants, and certain restrictive covenants, including non-competition and non-solicitation covenants in favour of the Company. All incentive compensation is subject to the Company’s clawback and reimbursement policy. The following is a summary only and is qualified in its entirety by reference to the terms and conditions of the NEOs’ employment agreements and the applicable terms and conditions of the LTIP.

The employment agreements for each of the NEOs provide for an indefinite term until terminated by either party in accordance with the provisions of their respective agreements. In addition to termination of employment due to death, their employment may be terminated at any time by the Company for “cause” or “without cause”, or if they become disabled.

Dr. Guerriere, Mr. Bacon, Mr. Toffoletto and Ms. Sarauer are entitled to terminate their employment with the Company for “good reason”, subject to providing written notification within a specified period, in the event of: (a) a material failure by the Company to comply with any provisions of their respective agreements; (b) a material diminution of their titles, duties, responsibilities or authority; (c) a reduction in their compensation or benefits, other than a uniform reduction applicable to all senior officers of the Company; or (d) an increase in the vesting period of any PSUs granted to them without prior written consent.

Ms. Everson is entitled to terminate her employment with the Company for “good reason”, subject to providing written notification within a specified period, in the event of: (a) a relocation of her office by more than 50 kilometers, or (ii) a material diminution of her assigned duties and responsibilities, or (iii) a material reduction in her compensation or benefits.

In the event of termination of employment due to death, or by the Company due to a disability, the NEOs are entitled to any unpaid base salary and benefits provided under employee benefit plans in which they participate through to their date of termination and a prorated portion of their target annual bonus. In addition, in the event of termination of employment due to death, the NEOs are entitled to a specified percentage of any unvested PSUs that have been granted to them after applying a Combined Payout Percentage that reflects the level of achievement of PSU Performance Goals that can be determined as at the date of termination and an achievement at target for PSU Performance Goals that are still in progress or that otherwise cannot be determined. For each of Dr. Guerriere, Mr. Bacon, Mr. Toffoletto and Ms. Sarauer, the proportion of unvested PSUs is 50%. For Ms. Everson, the proportion of unvested PSUs is 100% prorated based on the number of days between the date of grant to the date of termination. In the event of termination of employment by the Company due to a disability, the same provisions for unvested PSUs apply, with the exception of Ms. Everson, whose unvested PSUs in this instance are forfeited.

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If employment is terminated by the Company for “cause” or if the NEOs voluntarily terminate their employment (and not for “good reason”), they will be entitled to any unpaid base salary and benefits provided under employee benefit plans in which they participate through to their date of termination. All of their unvested PSUs will be terminated and forfeited without payment.

If employment is terminated by the Company “without cause” (including, after a Change of Control) or by the employee for “good reason” (including, after a Change of Control), the NEOs, in accordance with their respective agreements, will be entitled to a payment equal to any unpaid base salary and benefits provided under employee benefit plans in which they participate through to the date of termination and a prorated portion of their target annual bonus. In addition, upon termination by the Company “without cause” or by the employee for “good reason”, the NEOs, in accordance with their respective agreements, will be entitled to the following:

NEO	Base Salary	Bonus	Benefits (1)	Unvested PSUs (2)
Michael Guerriere
With or without a	24 months	24 months at target	24 months up to a	100%
Change of Control		(100% of base salary)	maximum of $100,000
David Bacon
With a Change of	24 months	24 months at target	12 months plus 1 month
Control		(50% of base salary)	for each year of service,
			to a maximum of
No Change of Control	12 months plus 1 month for each year of service	12 months plus 1 month for each year of service, up to a	$100,000	100%
		maximum of 24 months(3)
		(50% of base salary)
John Toffoletto
With a Change of	24 months	24 months at target	12 months plus 1 month
Control		(50% of base salary)	for each year of service,
			to a maximum of
No Change of Control	12 months plus 1 month for each year of service	12 months plus 1 month for each year of service, up to a	$100,000	100%
		maximum of 24 months(3)
		(50% of base salary)
Leslie Sarauer
With or without a	12 months	12 months at target	12 months, to a maximum	100%
Change of Control		(50% of base salary)	of $75,000
Elaine Everson
With or without a	24 months	24 months(4)	24 months	0%
Change ofControl		(35% ofbase salary)
Notes:

(1) For Dr. Guerriere, Mr. Toffoletto and Ms. Sarauer, benefits entitled upon termination exclude the Company’s contribution to RRSPs.

(2) PSUs will be paid out in accordance with the LTIP applying a Combined Payout Percentage that reflects the level of achievement of PSU Performance Goals that can be determined at the date of termination and an achievement at target for PSU Performance Goals that are still in progress or that otherwise cannot be so determined.

(3) The severance period at December 31, 2020, for Messrs. Bacon and Toffoletto was 13 months.

(4) The bonus for Ms. Everson is determined using the results for the most recently completed four quarters.

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Quantification of Potential Payments upon Termination or Change of Control

The following table provides an estimate of the incremental amounts of compensation that would be paid to the NEOs in the event of their termination without cause or resulting from their resignation for good reason, and either with or without a change of control, assuming such termination was effective as of December 31, 2020, pursuant to the employment agreements outlined in greater detail above. No incremental amounts of compensation would be paid in the event of termination for cause. The actual amounts to be paid to an NEO in the event of his or her termination of employment can only be determined at the time of such termination.

			Payment in	Employee
		Salary	Lieu of	Benefits(2)	PSUs(3)	Total
NEO	Triggering Event(1)	($)	Bonus ($)	($)	($)	($)
Michael Guerriere	Termination without cause or for good reason	1,200,000	1,200,000	36,528	1,558,756	3,995,284
	(with or without a Change of Control)
David Bacon	Termination without cause or for good reason:
	With a Change of Control	800,000	400,000	38,609	726,378	1,962,017
	No Change ofControl	433,333	216,667	38,609	726,378	1,414,987
John Toffoletto	Termination without cause or for good reason:
	With a Change of Control	650,000	325,000	10,430	177,044	1,162,474
	No Change of Control	352,083	176,042	10,430	177,044	715,599
Leslie Sarauer	Termination without cause or for good reason	325,000	162,500	14,172	147,536	649,208
	(withorwithout a Change ofControl)
Elaine Everson	Termination without cause or for good reason	551,828	183,482	55,888	−	791,198
	(withorwithout a Change ofControl)

Notes:

(1) Refer to the discussion under “Employment Agreements” for a description of what constitutes termination for good reason.

(2) Other is comprised of automobile allowance, health benefits and employer contributions to benefit plans.

(3) The estimated aggregate value for the PSUs at December 31, 2020, represents the market value of the outstanding PSUs, as described under “Incentive Plan Awards – Outstanding Share-based Awards”.

COMPENSATION OF DIRECTORS OF EXTENDICARE

Components of Directors’ Fees

Directors who are also employees of Extendicare or any of its subsidiaries, are not compensated for their services as Directors or as members of any committee of the Board. Non-employee Directors receive at least 50% of their annual Board retainer in the form of DSUs, and have the option to receive all or a portion of the balance of their retainers and fees in the form of DSUs instead of cash. Directors may change their DSU election annually in advance of the upcoming year. For a description of DSUs pursuant to the LTIP, see “Compensation Discussion and Analysis – Overview of Executive Compensation Programs – Long-term Incentive Plan” for more information. The following table summarizes the elements of the compensation paid to non-employee Directors for the year ended December 31, 2020.

	Cash or DSUs	DSUs	Total
2020 Components of Non-employee Directors’ Fees (1)	($)	($)	($)
Board annual retainer (non-Chairman)	25,000	25,000	50,000
Chairman annual retainer	75,000	75,000	150,000
Committee annual retainers:
Audit Committee Chair	25,000	‒	25,000
Audit Committee members (including Chair)	5,000	‒	5,000
GN Committee Chair	10,000	‒	10,000
HR Committee Chair	10,000	‒	10,000
INV Committee Chair	10,000	‒	10,000
QR Committee Chair	10,000	‒	10,000
Other committee chairs	5,000	‒	5,000
Per meeting fees (Board & Committee)	2,000	‒	2,000

Note:

(1) In addition to the fees set out above, non-employee Directors are entitled to a travel allowance with respect to Board and Committee meetings held outside of their vicinity of residence equal to 50% of the meeting fee, plus a further 50% of the meeting fee for each required overnight stay. As well, they are entitled to reimbursement of meeting related travel and out-of-pocket expenses, which is not considered compensation.

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Director Compensation Table

The following table outlines the compensation paid to each of the Company’s non-employee Directors in 2020. Share-based awards represent the portion of the annual retainer, meeting and other fees received as DSUs in accordance with the terms of the LTIP.

the LTIP.
	Cash Fees Earned	Share-based Awards(1)	Total
Name	($)	($)	($)
Norma Beauchamp	65,000	25,000	90,000
Margery Cunningham(2)	39,530	10,234	49,764
Sandra Hanington	59,000	60,000	119,000
Alan Hibben	‒	118,750	118,750
Brent Houlden	‒	50,486	50,486
Donna Kingelin	50,000	50,000	100,000
Samir Manji	28,000	38,000	66,000
Al Mawani	65,000	50,000	115,000
Alan Torrie (Chair)	−	170,000	170,000
Total	306,530	572,470	879,000(3)

Notes:

(1) These amounts reflect the grant date values of DSUs based on the LTIP FMV, and exclude any additional DSUs credited as a result of dividend equivalents paid on Common Shares.

(2) Ms. Cunningham did not stand for re-election to the Board in May 2020.

(3) Note that these compensation amounts do not include a total of $175,000 in meeting fees payable in respect of additional meetings held due to COVID-19 that the Board members elected to waive. As a result, the Company supplemented its contribution to the CaRES Fund.

Outstanding Share-based Awards

The Directors receive a portion of their Directors’ fees in the form of DSUs, as described above. The following table sets forth the number and value of all share-based awards issued and outstanding as at December 31, 2020, made under the LTIP in the form of DSUs for each non-employee Director, including Dr. Guerriere who received compensation as a non-employee Director prior to his appointment as CEO in October 2018.

Name	Share-based Awards
	Vested DSUs (#) Payout Value of Vested DSUs ($)
Norma Beauchamp Sandra Hanington Alan Hibben Brent Houlden Michael Guerriere Donna Kingelin Samir Manji Al Mawani Alan Torrie (Chair)	9,537 63,326 37,375 248,170 91,362 606,644 8,677 57,615 12,196 80,981 56,289 373,759 16,296 108,205 24,063 159,778 125,936 836,215

The number of outstanding DSUs includes dividend equivalents credited to the account. The value of the outstanding DSUs awarded to the Directors is calculated based on the closing price for the Common Shares on the TSX on December 31, 2020, which was $6.64, multiplied by the number of outstanding DSUs on account.

Anti-hedging and Anti-monetization

The Board has adopted a policy prohibiting the Company’s insiders, which include the Directors, from directly or indirectly entering into financial instruments designed to hedge or offset a decrease in the market value of any of the Company’s securities.

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Director Share Ownership Policy

Directors, who are not also executive officers of Extendicare, are subject to share ownership policy, under which Directors are expected to own Common Shares and/or DSUs equal in value to three times their annual Board retainer, valued at the higher of original acquisition cost/grant date value or market value, to be achieved within five years from the date of appointment to the Board. As of the date hereof, all of the Directors that will be continuing in office have met the share ownership requirements except Ms. Beauchamp and Mr. Houlden, who joined the Board in May 2019 and May 2020, respectively. See “Security Ownership and Total Value” section of each of the current Director’s biographical information located under the “Business of the Meeting – Election of Directors” for more information.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth, as at December 31, 2020, certain information with respect to the Company’s LTIP.

	(a)	(b)	(c)
			Number of Common Shares
	Number of Common Shares to	Weighted Average	Remaining Available for Future
	be Issued Pursuant to	Purchase Price of	Issuance Under LTIP (excluding
	Outstanding PSUs and DSUs(1)	Common Shares	those reflected in column (a))(1)
Plan Category	(#)	($)	(#)
Equity compensation plans approved by
Shareholders	1,076,818	n/a	3,187,334
Equity compensation plans not approved
by Shareholders	n/a	n/a	n/a
Total	1,076,818	n/a	3,187,334

Note:

(1) Number of Common Shares assumes vesting of PSUs at 100% of target.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

None of the directors or executive officers of the Company or any of its subsidiaries is indebted to the Company or any of its subsidiaries.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

To the knowledge of the Board of Directors no director or executive officer of the Company, or any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of the Directors. The directors and executive officers of the Company, as a group, beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of approximately 10.1 million Common Shares, representing approximately 11.3% of the outstanding Common Shares.

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

The Company, its subsidiaries and their respective directors and officers carry claims-made insurance coverage with an aggregate limit of $55.0 million of which $30.0 million is shared with the Company and $55.0 million is inclusive of Side A coverage for non-indemnifiable losses, subject to terms, conditions and exclusions of the policy. The primary policy has a retention of $100,000 applicable to the Company; no retention applies to the individual directors or officers. Under this insurance coverage, each entity has reimbursement coverage to the extent that it has indemnified any such directors and officers. The total liability is shared among the Company, its subsidiaries, and their respective directors and officers. The annual premium for the directors’ and officers’ liability policy that expires on October 1, 2021, was $323,265.

NON-GAAP MEASURES

Certain financial measures discussed in this Information Circular, such as “Adjusted EBITDA”, and “Adjusted Funds from Operations”, or “AFFO”, are non-GAAP financial measures. For more information on the Company’s use of non-GAAP financial measures, please see “Non-GAAP Measures”, included in the MD&A of the Company’s 2020 Annual Report.

These measures are not recognized under GAAP and do not have standardized meanings prescribed by GAAP. Such nonGAAP measures may differ from similar computations as reported by other issuers and, accordingly, may not be comparable to similarly titled measures as reported by such issuers.

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AUDIT COMMITTEE INFORMATION

The Audit Committee operates within a written mandate, approved by the Board of Directors. Information on the Audit Committee, required by National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, is disclosed in the 2020 Annual Information Form under “Audit Committee Information”, and in Schedule B to this Information Circular.

GOVERNANCE DISCLOSURE

National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) of the Canadian Securities Administrators requires the Company to disclose, on an annual basis, its approach to governance with reference to the guidelines provided in NI 58-101. The disclosure of the Company in this regard is set out in Schedule B to this Information Circular.

OTHER BUSINESS

The Board of Directors does not currently intend to present, and does not have any reason to believe that others will present, at the Meeting, any item of business other than those set forth in this Information Circular. However, if any other business is properly presented at the Meeting and may properly be considered and acted upon, proxies will be voted by those named in the form of proxy in their discretion. Proxies may also be voted in the discretion of those named with respect to any amendments or variations to the matters identified in the Notice of Meeting.

SHAREHOLDER PROPOSALS

Shareholders who meet the eligibility requirements under the CBCA are entitled to submit a Shareholder proposal as an item of business at the next annual Shareholder’s meeting. Shareholder proposals must be submitted to the Corporate Secretary of Extendicare by January 14, 2022 (at least 90 days prior to the anniversary date of the notice of the prior annual meeting). Only Shareholder proposals that comply with the CBCA requirements received by that date, and the responses of the Company, will be included in the Management Information and Proxy Circular of the Company for the annual meeting of Shareholders to be held in 2022.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR at www.sedar.com under Extendicare’s issuer profile and on the Company’s website at www.extendicare.com. Additional financial information is provided in the Company’s consolidated financial statements and MD&A for the financial year ended December 31, 2020, as contained in the Company’s 2020 Annual Report. A copy of this document and other public documents of the Company are available upon request to:

Extendicare Inc. Attention: Vice President, Investor Relations 3000 Steeles Avenue East, Suite 103 Markham, Ontario L3R 4T9 Phone: 905-470-5534 Fax: 905-470-4003

APPROVAL OF DIRECTORS

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

DATED at Markham, Ontario on April 15, 2021.

Dr. Michael Guerriere President and Chief Executive Officer

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Extendicare Information Circular – April 2021

GLOSSARY OF TERMS

The following is a glossary of certain terms used in this Information Circular, but not including the Schedules. Words importing the singular include the plural and vice versa and words importing any gender include all genders. References to Extendicare or the Company in this Information Circular mean Extendicare Inc., either alone or together with its subsidiaries, as the context requires.

“ 2018 PSU Award ” has the meaning set forth under the heading “Compensation Discussion and Analysis – Compensation for 2020 – Performance of 2018 PSUs”;

“ 2020 Annual Information Form ” means the annual information form of Extendicare dated March 26, 2021, for the year ended December 31, 2020;

“ 2020 Annual Report ” means the Annual Report of Extendicare for the year ended December 31, 2020;

“ 2020 PSU Award ” has the meaning set forth under the heading “Compensation Discussion and Analysis – Compensation for 2020 – Long-term Incentives Awarded in 2020”;

“ Advisory (Non-binding) Resolution ” means the advisory (non-binding) ordinary resolution to accept the Company’s approach to executive compensation, as set forth under the heading “Business of the Meeting – Shareholder Advisory Vote on the Approach to Executive Compensation”;

“ AFFO ” means adjusted funds from operations, a non-GAAP measure;

“ AFFO Multiplier ” has the meaning set forth under the heading “Compensation Discussion and Analysis – Compensation for 2020 – PSU Performance Measures”;

“ Amended and Restated Shareholder Rights Plan Agreement ” has the meaning set forth under the heading “Business of the Meeting – Reconfirmation of the Company’s Amended and Restated Shareholder Rights Plan”;

“ Audit Committee ” means the audit committee of the Board of Directors;

“ Board ”, “ Board of Directors ” or “ Directors ” means, at any time, the individuals who are the directors of Extendicare;

“ Broadridge ” means Broadridge Investor Communications Corporation in Canada and its counterpart in the United States;

“ CaRES Fund ” means the Senior Living CaRES Fund established by Chartwell Retirement Residences, Revera Inc., Extendicare Inc. and Sienna Senior Living Inc. to provide financial assistance to eligible employees of LTC and retirement operators in Canada facing extraordinary circumstances amid the COVID-19 crisis;

“ CBCA ” means the Canada Business Corporations Act , R.S.C. 1985, c. C-44, including the regulations promulgated thereunder, in either case as amended;

“ CD&A ” means compensation discussion and analysis;

“ CEO ” means Chief Executive Officer;

“ CFO ” means Chief Financial Officer;

“ CHRO ” means Chief Human Resources Officer;

“ Change of Control ” means:

(1) the acceptance of an offer, whether made by way of take-over bid or otherwise, by a sufficient number of holders of voting securities of the Company to constitute the offeror, together with persons or companies acting jointly or in concert with the offeror, a securityholder being entitled to exercise 50% or more of the aggregate number of voting rights attaching to the outstanding voting securities of the Company;
(2) the completion of an arrangement, consolidation, merger, amalgamation, recapitalization or other form of reorganization of the Company with or into any other person or company and the holders of Common Shares and any other voting securities of the Company immediately prior to the completion of the reorganization will hold 50% or less of the aggregate number of voting rights attaching to the outstanding voting securities of the continuing entity upon completion of the reorganization;
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Extendicare Information Circular – April 2021

(3) the completion of a sale whereby all or substantially all of the undertakings and assets of the Company on a consolidated basis become the property of any other person or company and the holders of Common Shares and any other voting securities of the Company immediately prior to that sale hold 50% or less of the aggregate number of voting rights attaching to the outstanding voting securities of the other person or company immediately following the sale; or
(4) any other event which in the opinion of the Board constitutes a change of control of the Company;

“ CLO and CS ” means Chief Legal Officer and Corporate Secretary;

“ Common Shares ” means the common shares in the capital of Extendicare Inc.;

“ Combined Payout Percentage ” has the meaning set forth under the heading “Compensation Discussion and Analysis – Compensation for 2020 – PSU Performance Measures”;

“ Computershare ” means Computershare Trust Company of Canada, the registrar and transfer agent of the Company;

“ DSU” means a deferred share unit granted under the LTIP, representing the right to receive a cash payment equal to the LTIP FMV of a Common Share (determined in accordance with the LTIP), or its equivalent in fully paid Common Shares;

“ ECI ” means Extendicare (Canada) Inc., a corporation amalgamated under the laws of Canada and a subsidiary of Extendicare; and references to ECI in this Information Circular mean ECI alone or together with its subsidiaries, as the context requires;

“ Extendicare ” or the “ Company ” means the corporation known as “Extendicare Inc.”, which continued as one corporation as a result of the amalgamation of 8067929 Canada Inc., Extendicare Holding General Partner Inc., 8120404 Canada Inc. and Extendicare Inc. effective July 1, 2012, and which is the successor to Extendicare Real Estate Investment Trust;

“ GAAP ” means generally accepted accounting principles as recommended in the Chartered Professional Accountants of Canada Handbook at the relevant time;

“ GN Committee ” means the governance and nominating committee of the Board of Directors;

“ HR Committee ” means the human resources committee of the Board of Directors;

“ Hugessen Consulting ” means Hugessen Consulting Inc.;

“ Information Circular ” means the management information and proxy circular of Extendicare Inc. dated April 15, 2021, together with all schedules thereto, distributed to Shareholders in connection with the Meeting;

“ INV Committee ” means the investment committee of the Board of Directors;

“ LMI ” has the meaning set forth under the heading “Business of the Meeting – Corporate Orders and Bankruptcies”;

“ LTC ” means long-term care;

“ LTIP ” means the long-term incentive plan adopted and approved by Shareholders in 2016, as amended;

“ LTIP FMV ” means, on any particular date, the VWAP of a Common Share on the TSX during the last five (5) trading days prior to that particular date;

“ MD&A ” means management’s discussion and analysis of financial condition and results of operations;

“ Meeting ” means the annual and special meeting of Shareholders to be held on May 27, 2021, commencing at 10:30 a.m. (Toronto time) and all postponements or adjournments thereof, to consider and vote on the matters set out in the Notice of Meeting;

“ Named Proxyholder ” has the meaning set forth under the heading “General Proxy Matters – Voting Instructions for Registered Shareholders – Voting by Proxy”;

“ NEO ” means a named executive officer under National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators;

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“ Non-registered Shareholder ” means a Shareholder who holds their Common Shares in the name of a “nominee”, such as a bank, trust company, securities broker or other financial institution;

“ Notice of Meeting ” means the notice of the Meeting that accompanies this Information Circular;

“ Original Shareholder Rights Plan Agreement ” has the meaning set forth under the heading “Business of the Meeting – Reconfirmation of the Company’s Amended and Restated Shareholder Rights Plan”;

“ ParaMed ” means ParaMed Inc., a corporation incorporated under the laws of Canada and a subsidiary of the Company, which provides home health care services in Canada under the business name ParaMed Home Health Care;

“ Plan ” has the meaning set forth under the heading “Business of the Meeting – Corporate Orders and Bankruptcies”;

“ PSU ” means a performance share unit granted under the LTIP representing the right to receive a cash payment equal to the LTIP FMV of a Common Share (determined in accordance with the LTIP), or its equivalent in fully paid Common Shares;

“ QR Committee ” means the quality and risk committee of the Board of Directors;

“ Record Date ” has the meaning set forth under the heading “General Proxy Matters — Record Date and Voting Rights”;

“ Registered Shareholder ” means a Shareholder who holds Common Shares in such Shareholder’s own name;

“ Rights Agent ” has the meaning set forth under the heading “Business of the Meeting – Reconfirmation of the Company’s Amended and Restated Shareholder Rights Plan”;

“ Rights Plan ” has the meaning set forth under the heading “Business of the Meeting – Reconfirmation of the Company’s Amended and Restated Shareholder Rights Plan”;

“ RPP ” means the executive registered pension plan of Extendicare and ECI;

“ Sandpiper Group ” means collectively, Sandpiper Real Estate Fund 2 Limited Partnership, Sandpiper Real Estate Fund 3 Limited Partnership, Sandpiper GP 2 Inc., and Sandpiper GP 3 Inc.;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

“ SERP ” means the supplemental executive retirement plan of Extendicare and ECI;

“ Shareholder Rights Plan Resolution ” means the ordinary resolution in respect of the Amended and Restated Shareholder Rights Plan Agreement, as set forth under the heading “Business of the Meeting – Reconfirmation of the Company’s Amended and Restated Shareholder Rights Plan”;

“ Shareholders ” means the holders of Common Shares from time to time;

“ STIP ” means the Company’s short-term incentive program;

“ Transfer Agent ” means Computershare Investor Services Inc., the registrar and transfer agent of the Company;

“ TDC ” has the meaning set forth under the heading “Compensation Discussion and Analysis – Performance Graph”;

“ TSR ” means total shareholder return, which refers to the total return of a stock to an investor (the capital gain plus dividends);

“ TSX ” means the Toronto Stock Exchange;

“ TSXV ” means the TSX Venture Exchange; and

“ VWAP ” means the volume-weighted average trading price.

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SCHEDULE A

SUMMARY OF THE PRINCIPAL TERMS OF THE

AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN

The following is a summary of the principal provisions of the amended and restated shareholder rights plan agreement (the “ Amended and Restated Shareholder Rights Plan Agreement ”) of Extendicare Inc. (“ Extendicare ” or the “ Company ”). A copy of the Amended and Restated Shareholder Rights Plan Agreement has been filed on SEDAR at www.sedar.com under the Company’s issuer profile under the filing category “other securityholders documents”. This summary is qualified entirely by, and is subject to, the full terms and conditions of the Amended and Restated Shareholder Rights Plan Agreement. All capitalized terms used in this summary and not defined herein have the meanings attributed thereto in the Amended and Restated Shareholder Rights Plan Agreement.

Issuance of Rights

One right (a “ Right ”) has been issued by the Company in respect of each Common Share that was issued at 4:00 p.m. (Eastern Time) on July 1, 2012, being the date that the original shareholder rights plan agreement came into effect. One Right has been issued and will continue to be issued for each Common Share issued after such time and prior to the earlier of the Separation Time and the Expiration Time. The initial exercise price of each Right is $100, subject to anti-dilution adjustments.

Rights Exercise Privilege

The Rights will separate from the Common Shares to which they are attached (the “ Separation Time ”) and will become exercisable at the close of business on the 10th trading day after the earliest of: (i) the first date of public announcement by the Company or an Acquiring Person (as hereinafter defined) of facts indicating that a person has become an Acquiring Person (the “ Common Share Acquisition Date ”); (ii) the date of the commencement of, or first public announcement of, the intent of any person (other than the Company or any subsidiary of the Company) to commence, a take-over bid (other than a Permitted Bid or Competing Permitted Bid (as described below)); and (iii) two days following the date on which a Permitted Bid or Competing Permitted Bid ceases to qualify as such, or, in any case, such later date as may be determined by the Board of Directors.

The acquisition by a person (an “ Acquiring Person ”), including persons acting in concert with the Acquiring Person, of 20% or more of the outstanding Common Shares, other than by way of a Permitted Bid constitutes a “Flip-in Event” under the Amended and Restated Shareholder Rights Plan. Any Rights held by an Acquiring Person on or after the earlier of the Separation Time or the Common Share Acquisition Date, will become void upon the occurrence of a Flip-in Event. Ten trading days after the occurrence of the Flip-in Event, the Rights (other than those held by the Acquiring Person) will permit the holder to purchase Common Shares at a substantial discount to the market price. For example, Common Shares with a total market value of $200 may be purchased for $100 (i.e., at a 50% discount).

The issuance of Rights is not initially dilutive. Upon a Flip-in Event occurring and the Rights separating from the attached Common Shares, reported earnings per Common Share on a diluted or non-diluted basis may be affected. Holders of Rights who do not exercise their Rights upon the occurrence of a Flip-in Event and the Acquiring Person may suffer substantial dilution.

By permitting holders of Rights, other than an Acquiring Person, to acquire Common Shares at a discount to market value, the Rights will cause substantial dilution to an Acquiring Person that acquires 20% or more of the Common Shares other than by way of a Permitted Bid, a Competing Permitted Bid or a negotiated transaction (e.g. a plan of arrangement) where the Board waives the application of the Amended and Restated Shareholder Rights Plan Agreement.

Certificates and Transferability

Prior to the Separation Time, certificates representing the Common Shares will also evidence one Right for each Common Share represented thereby and shall have a legend imprinted thereon and the Rights will not be transferable separately from the attached Common Shares. From and after the Separation Time, the Rights will be evidenced by rights certificates, which will be transferable and will trade separately from the Common Shares.

Permitted Bid Requirements

The Amended and Restated Shareholder Rights Plan utilizes the mechanism of a “ Permitted Bid ” and a “Competing Permitted Bid ” to ensure that a person seeking control of the Company through an unsolicited take-over bid gives Shareholders and the Board of Directors sufficient time to evaluate the bid and, if appropriate, to pursue value-enhancing alternatives. The Amended and Restated Shareholder Rights Plan is designed to make it impracticable for any person to

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acquire more than 20% of the outstanding Common Shares without the approval of the Board, except pursuant to the Permitted Bid or Competing Permitted Bid procedures.

A Permitted Bid is a take-over bid made by way of a take-over bid circular and which complies with the following additional provisions:

(a) the take-over bid is made to all holders of Common Shares as registered on the books of the Company (other than the bidder);
(b) the take-over bid contains, and the take-up and payment for securities tendered or deposited is subject to, an irrevocable and unqualified condition that no Common Shares will be taken up or paid for pursuant to the take-over bid:
(i) prior to the close of business on the date which is not less than 105 days following the date of the take-over bid or such shorter minimum initial deposit period that a take-over bid (that is not exempt from the general take-over bid requirements contained in Part 2 of NI 62-104) must remain open for deposits of securities thereunder, in the applicable circumstances at such time, pursuant to NI 62-104; and
(ii) only if at such date more than 50% of the aggregate number of the outstanding Common Shares held by Shareholders other than the bidder, its affiliates and persons acting jointly or in concert with the bidder shall have been deposited or tendered pursuant to the take-over bid and not withdrawn;
(c) unless the take-over bid is withdrawn, the take-over bid contains an irrevocable and unqualified provision that Common Shares may be deposited pursuant to such take-over bid at any time during the period of time described in paragraph (b)(i) above and that any Common Shares deposited pursuant to the take-over bid may be withdrawn until taken up and paid for; and
(d) unless the take-over bid is withdrawn, the take-over bid contains an irrevocable and unqualified provision that in the event that the deposit condition set forth in paragraph (b)(ii) above is satisfied, the bidder will make a public announcement of that fact and the take-over bid will remain open for deposits and tenders of Common Shares for not less than 10 days from the date of such public announcement.

A Competing Permitted Bid is a take-over bid that is also made by way of a take-over bid circular and which complies with the following additional provisions:

(a) is made after a Permitted Bid or another Competing Permitted Bid has been made and prior to the expiry of the Permitted Bid or Competing Permitted Bid;
(b) satisfies all of the provisions of a Permitted Bid (described above) other than the requirements set out in paragraph (b)(i) of the description of a Permitted Bid; and
(c) contains, and the take-up and payment for securities tendered or deposited thereunder is subject to, an irrevocable and unqualified condition that no Common Shares will be taken up or paid for pursuant to the take-over bid prior to the close of business on the last day of the minimum initial deposit period that such take-over bid must remain open for deposits of securities thereunder pursuant to NI 62-104 after the date of the take-over bid constituting the Competing Permitted Bid.

Waiver and Redemption

The Board of Directors may, prior to a Flip-in Event, and in certain circumstances without the approval of Shareholders, waive the dilutive effects of the Amended and Restated Shareholder Rights Plan in respect of a particular Flip-in Event. At any time prior to the occurrence of a Flip-in Event, and in certain circumstances without the approval of the Rights holders, the Board of Directors may redeem all, but not less than all, the outstanding Rights at a price of $0.000001 each.

Waiver of Inadvertent Flip-in Event

The Board of Directors may, prior to the close of business on the 10th trading day after the Board has determined that a person has become an Acquiring Person, waive the application of the Amended and Restated Shareholder Rights Plan to an inadvertent Flip-in Event, on the condition that such person reduces its beneficial ownership of Common Shares such that it is not an Acquiring Person within 14 days after such determination has been made by the Board.

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Portfolio Managers

The Amended and Restated Shareholder Rights Plan includes provisions relating to portfolio managers that are designed to prevent the occurrence of a Flip-in Event solely by virtue of their customary activities, including trust companies and other persons, where a substantial portion of the ordinary business of such person is the management of funds for unaffiliated investors, so long as any such person does not propose to make a take-over bid for the Company, either alone or jointly with others.

Supplements and Amendments

The Board of Directors may make amendments to the Amended and Restated Shareholder Rights Plan to correct any clerical or typographical error or to maintain the validity of the Amended and Restated Shareholder Rights Plan as a result of changes in law or regulation.

Shareholder Rights

Until a Right is exercised, the holder thereof, as such, will have no rights as a Shareholder.

Term and Shareholder Approval

The Amended and Restated Shareholder Rights Plan must be reconfirmed by the requisite Shareholder approval at the annual meeting of the Company to be held in 2024 and every third annual meeting of the Company thereafter.

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SCHEDULE B

EXTENDICARE INC.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

This statement of corporate governance practices sets out Extendicare Inc.’s (“ Extendicare ” or the “ Company ”) overview of its corporate governance practices, as assessed in the context of National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) and National Policy 58-201 – Corporate Governance Guidelines of the Canadian Securities Administrators. This overview has been prepared by the Governance and Nominating Committee (the “ GN Committee ”) and has been approved by the board of directors (the “ Board of Directors ”, the “ Board ” or “ Directors ”) of the Company.

Overall Responsibilities of the Board

The Board of Directors is responsible for the overall stewardship of the business and affairs of the Company, including overseeing the Company’s financial and strategic planning and direction, as well as management’s implementation of the Company’s plans. In fulfilling its responsibilities, the Board delegates the day-to-day authority to management of the Company, while reserving the ability to review management decisions and exercise final judgement on any matter. The Board reviews and approves on an annual basis the corporate objectives developed and adopted by the senior management team. The Board discharges its responsibilities directly and through committees. The Board and committee members operate under charters that clearly define their roles and responsibilities.

Independence of Directors

Independence of the Board of Directors is essential to fulfilling its role in overseeing the Company’s business and affairs. Pursuant to a resolution of the Board of Directors, the number of directors of Extendicare to be elected at the May 27, 2021 annual meeting of holders of common shares (“ Common Shares ”) of the Company (the “ Shareholders ”) has been fixed at nine. Information relating to each of the nine nominees proposed for election as directors of Extendicare is set out in the “Business of the Meeting – Election of Directors” section of the management information circular (the “ Information Circular ”) relating to such meeting. The Board of Directors have determined that eight of these nine individuals are “independent”, as determined in accordance with NI 58-101. By virtue of Dr. Guerriere’s current role as President and Chief Executive Officer, he is a non-independent Director. All committees of the Board are composed entirely of independent Directors.

Details of other reporting issuers on which Directors also sit as board members are disclosed under “Business of the Meeting – Election of Directors” in this Information Circular. At present six of the nine nominees are both independent board members of another publicly listed company, none of which exceed three such boards.

The roles of Extendicare’s Chief Executive Officer (the “ CEO ”) and Board Chairman are separate. The Board has implemented the practice of holding in camera non-management director meetings at each meeting of the Board to enable open and frank discussion.

Director Attendance

Board members are expected to attend all Board meetings and meetings of committees on which they serve. The Board met on 22 occasions during 2020, at which attendance averaged 99%. Each Director’s attendance record at Board meetings held during the 2020 financial year is described under the “Business of the Meeting – Election of Directors” section of this Information Circular.

Board Mandate

The mandate of the Board of Directors is attached as Schedule C to this Information Circular.

Position Descriptions

The Board of Directors has developed a written position description for its Chairman. It has not developed such descriptions for the chair of any of its committees. The chair of each committee is expected to supervise the activities of such committee and to ensure that the committee is taking all steps necessary to fulfill its mandate.

The Board of Directors has developed a written position description for the CEO that outlines the basic functions and responsibilities of the CEO. The CEO’s responsibilities include, among other things: directing the business with the objective of providing quality care and service excellence to clients and customers; providing maximum profit and return on invested

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capital; establishing current and long-range objectives, plans and policies; representing Extendicare with its major clients, and the public, and providing leadership to the management team.

Orientation and Continuing Education

A handbook has been developed that contains Board of Directors and committee mandates, codes of conduct, policies and other relevant information. Materials are updated annually, or more frequently as necessary. To ensure that the members of the Boards remain fully informed about Extendicare’s operations on a continuing basis, management reports on Extendicare’s and its subsidiaries’ activities and on various aspects relevant to the business on an on-going basis, during regularly scheduled Board meetings and through periodic mailings. Management from the main operating divisions are invited to Board of Directors meetings to provide the Directors with an overview of the current issues and business strategies. In addition, meetings are periodically combined with tours of the senior care centers of Extendicare so that the Directors can gain greater insight into the business operations.

Ethical Business Conduct

Extendicare maintains an approved Business Conduct Policy for its directors, officers and employees, for which no waivers have currently been sought or granted. The Business Conduct Policy addresses conflicts of interest, confidentiality, protection of the assets, fair dealing, and compliance with laws, rules and regulations, and it encourages reporting of any illegal or unethical business practices. Anyone may obtain a copy of the Business Conduct Policy on SEDAR at www.sedar.com under Extendicare’s issuer profile or on Extendicare’s website at www.extendicare.com.

In circumstances in which the Board of Directors must consider transactions and agreements in respect of which a Director or executive officer has a material interest, the nature of such interest is declared, and the affected individual does not participate in the vote on the matter.

Nomination and Compensation of Directors

Extendicare’s GN Committee is composed of three members who are all independent Directors. On issues relating to the nomination of directors to the Board, the GN Committee makes recommendations as to the size and composition of the Board; reviews qualifications of potential candidates for election to the Board; recommends for the approval of the Board the nominees for the Board of Directors for presentation to each annual meeting of Shareholders; and makes recommendations with respect to the membership of committees. The GN Committee assesses the effectiveness of the Board, the committees and the contributions of individual Directors. These assessments include the use of formal surveys (see “Assessment of Directors”). The GN Committee identifies individuals who it believes bring the attributes necessary to ensure the Board consists of individuals with strengths in a number of different areas required to meet Extendicare’s needs.

The GN Committee also oversees issues of governance as it applies to Extendicare and recommends amendments to governance procedures where appropriate. Any Director who wishes to engage outside advisors with respect to the affairs of Extendicare, at the expense of the Company, may do so by submitting a request through the GN Committee.

The GN Committee is also responsible for annually revising and recommending to the Board the compensation of the Board and committee members. In arriving at its recommendations, the GN Committee reviews external and internally prepared surveys to compare the compensation paid by the Company with compensation paid to directors in other organizations.

The GN Committee met seven times during 2020, with full attendance at each meeting.

Assessment of Directors

The GN Committee is responsible for and has established a formal process for assessing the effectiveness of the Board and its committees and the contributions of individual directors.

The process for the assessment of board effectiveness as well as the contributions of individual directors, which includes peer review, is conducted over a three-year period and then repeated. In the first year of the process, as was the case in 2019, each director is interviewed by an external consultant and asked to assess (i) the performance of every other board member and (ii) the overall performance of the Board as a whole and identify areas of improvement. The goal of the peer assessment is to provide candid feedback to individual Directors and to stimulate insight and motivate developmental action and enable Directors to enhance their individual contributions to Board and committee work. Directors are also asked to complete a short questionnaire on key dimensions of board effectiveness. The consultant consolidates the feedback and develops a report for each director. The Chair then meets with each director to review results and develop an action plan specific to each director. The process concludes with the Board having a facilitated working session to review the results of the assessment and finalize

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a Board action plan. Both individual director plans and the board action plan are then tracked and augmented in each of the subsequent two years through surveys and one-on-one interviews with the Chair.

Diversity Among the Board and Executives

Extendicare believes that a Board and senior management team comprised of highly qualified individuals that reflect the diverse populations of the communities in which Extendicare operates results in effective decision making and supports Extendicare’s commitment to strong corporate governance. The Board has adopted a written diversity policy (the “ Diversity Policy ”) by which Extendicare will promote diversity on the Board and senior management team. In support of the Diversity Policy, the GN Committee, in recommending future nominees for election to the Board and the President and CEO, in recruiting and hiring senior management, considers diversity criteria such as gender, race, religion, ethnicity, sexual orientation, physical ability, geographic representation, age and other characteristics of the communities in which Extendicare operates.

Board Diversity

The Board strongly believes in the benefits of a diverse Board, which include accessing a broader pool of qualified candidates and different perspectives, experiences and ideas which enhance decision making and provide the opportunity for innovation. Accordingly, consideration of the number of women who are directors, along with consideration of other diversity criteria, are important components of the selection process for nominees. In support of the Diversity Policy, when recommending nominees to the Board, the GN Committee develops and recommends strategies for identifying and attracting diverse candidates. Further, the Board has established that Extendicare will maintain a Board composition in which at least 30% of its directors are women.

As of the date hereof, three of the Company’s nine Directors (33%) are women. Two of the Company’s nine Directors (22%) self-identify as a visible minority, and none self-identify as a person with disabilities or as an Aboriginal person.

Adherence to the Diversity Policy will be assessed by the Board and the GN Committee on an annual basis. As part of the GN Committee’s assessment, it will consider the level of representation on the Board of the various diversity criteria outlined in the Diversity Policy, including the representation of women. The Board will also have the opportunity to evaluate the Board’s effectiveness, including effectiveness of the Diversity Policy, through the Board’s self-assessment process, see “Statement of Corporate Governance Practices – Assessments of Directors”, for more information. The GN Committee will review the Diversity Policy at least annually and may recommend changes in order to achieve the goals outlined in the Diversity Policy.

Executive Diversity

Extendicare employs a mix of formal and informal policies and practices, including the Diversity Policy and Business Conduct Policy, aimed at promoting a diverse workforce. The Company also focuses on the development and advancement of women, along with consideration of other diverse individuals, as an integral part of the senior management team, which includes both executive officers and senior positions reporting directly to executive officers. Extendicare considers many factors, including necessary skills and experience required when recruiting and hiring senior management. Diversity criteria, including level of representation of women in senior management, is also considered during recruitment and hiring. While there are currently no targets with respect to diversity in executive officer positions, Extendicare recognizes that in order to achieve a representative balance in senior management it must develop strategies for identifying and attracting candidates with diversities for recruitment. Such strategies include engaging the services of external advisors where necessary to help identify future candidates who possess the necessary skills and experience as well as developing its internal talent to ensure that where possible, there will be highly qualified persons within Extendicare available to fill vacancies. To that end, Extendicare has made it an organizational goal to identify and address obstacles that may hinder the progression of individuals with diversities into senior management.

As of the date hereof, seven out of nineteen executive officers (37%), including Extendicare’s Senior Vice President and Chief Human Resources Officer, are women. Two out of nineteen executive officers (11%) self-identify as a visible minority, and none self-identify as a person with disabilities or as an Aboriginal person.

As part of the GN Committee’s assessment of the Diversity Policy, it will consider the level of diversity, including gender diversity, visible minorities, persons with disabilities and Aboriginal persons, in the senior management team. The GN Committee will also review the Diversity Policy at least annually and may recommend changes to achieve Extendicare’s diversity goals for senior management.

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The commitment to diversity, as well as its promotion, expressed in the Diversity Policy also applies to Extendicare’s recruitment, hiring and advancement practices in respect of all of its employees.

Majority Voting Policy

The Board’s majority voting policy is summarized in this Statement of Corporate Governance Practices, a full copy of which is posted on the Company’s website at www.extendicare.com. The policy stipulates that in an uncontested election of Directors held at a meeting of Shareholders, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election (an “ Affected Director ”) shall promptly tender his or her resignation to the Chairman of the Board following certification of the Shareholder vote, to take effect upon acceptance of the Board.

The GN Committee will promptly consider the Affected Director’s resignation and will recommend to the Board whether to accept or reject the Affected Director’s resignation. The GN Committee shall be expected to recommend to the Board that it accept the Affected Director’s resignation absent exceptional circumstances. In making its recommendation to the Board, the GN Committee will consider factors determined to be relevant by its members, including the reasons, if ascertainable, why Shareholders “withheld” votes for election from the Affected Director. The GN Committee may adopt such procedures as it sees fit to assist it in making decisions under the policy.

The Board shall act on the GN Committee’s recommendation to accept or reject the Affected Director’s resignation within 90 days following the date of the applicable Shareholders’ meeting. In considering the GN Committee’s recommendation, the Board will consider the factors considered by the GN Committee and such additional information and other factors which the Board determines to be relevant, and, absent exceptional circumstances, shall accept the Affected Director’s resignation. Promptly following the Board’s decision to accept or reject the Affected Director’s resignation the Company shall disclose the decision in a press release, which will include an explanation of the process by which the decision was reached and, if applicable, the Board’s reasons for rejecting the Affected Director’s resignation. The Company shall provide a copy of the press release to the Toronto Stock Exchange.

The Affected Director will not participate in the GN Committee’s recommendation or the determination made by the Board. However, the Affected Director shall remain active and engaged in all other committee and Board activities, deliberations and decisions during the GN Committee and Board process.

Board Renewal

Extendicare is committed to Board refreshment. To strike a balance between retaining directors with deep knowledge of the Company and adding directors with a fresh perspective, the Board will seek to maintain an average tenure of 12 years or less for its independent directors as a group. In addition, the Board believes that its robust Board evaluation and peer review process described above also assists in achieving the appropriate level of renewal of the Board’s membership. As part of that process, the Board periodically reviews its composition to ensure that it continues to have the ideal mix of skills, perspectives, experience and expertise to effectively oversee management, and provide fresh ideas and viewpoints while not losing the insight and experience of longer serving directors and in particular their in-depth knowledge of the Company. The Company believes that it is important to achieve an appropriate balance of both to ensure the effectiveness of the Board. In addition, the Board assessment and peer review process encompasses an assessment of the independence of directors, including any impacts on a Directors’ independence as a result of his or her tenure on the Board.

Compensation of Senior Management

Extendicare’s Human Resources Committee (the “ HR Committee ”) is composed of three members who are all independent Directors. The HR Committee reviews the compensation of senior management with a view to ensuring that the level of compensation reflects performance. The HR Committee recommends to the Board of Directors for its approval the compensation to be given to the CEO and other senior executives of Extendicare and its subsidiaries. The HR Committee is responsible for planning succession to the position of the CEO and for reviewing the performance of the CEO on an annual basis, and for monitoring the development of senior management. Further information on how the HR Committee determines the compensation of the CEO and senior officers can be found under “Compensation Discussion and Analysis” in this Information Circular.

Executive Succession Planning

Extendicare has established an ongoing review of, and succession plans for, members of its senior leadership team, including the President and CEO. The results culminate in an executive management succession plan and talent management plan which is reported to and discussed at least annually with the HR Committee. The Board monitors the development and performance of the President and CEO and other senior management against such plans and determines hiring, internal moves and development in support of the plans.

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Extendicare recognizes that successful succession planning requires adequate talent management, including strategies for both identifying and attracting future candidates who possess the necessary skills and experience, as well as developing its internal talent to ensure that, where possible, there will be highly qualified candidates within Extendicare to fill vacancies.

Extendicare also conducts employee surveys to assess employee engagement levels and consider employee feedback, as well as benchmark Extendicare’s performance. The results of such surveys are reviewed by Extendicare’s senior leadership team, including the President and CEO, and are considered when setting the objectives or key areas of focus for Extendicare for the following year.

Say on Pay

Since 2010, Shareholders have participated in an annual non-binding advisory vote on Extendicare’s approach to executive compensation, commonly known as “Say on Pay”, which gives Shareholders the opportunity to endorse or not endorse Extendicare’s approach to its executive compensation program.

At the annual meeting of Extendicare held in May 2020, 81.03% of the Shareholders voted in favour of Extendicare’s approach to executive compensation.

The Board of Directors’ policy on “Say on Pay”, as adopted in 2010, is summarized in this Statement of Corporate Governance Practices, a full copy of which is posted on the Company’s website at www.extendicare.com, and on SEDAR at www.sedar.com under Extendicare’s issuer profile. The Board of Directors believes that this policy is meaningful to its Shareholders and is substantially consistent with that proposed by the Canadian Coalition for Good Governance and with other issuers.

The Board of Directors believes that Shareholders should have the opportunity to fully understand the objectives, philosophy and principles the Board of Directors has used in its approach to executive compensation decisions and to have an advisory vote on the Board’s approach to executive compensation.

The result of the advisory vote will be disclosed as part of the Company’s report on voting results for its annual meeting. The HR Committee and the Board will take the results of the vote into account, as appropriate, together with feedback received from Shareholders, when considering future compensation policies, procedures and decisions. In the event that a significant number of Shareholders oppose the resolution, the Board will consult with its Shareholders (particularly those who are known to have voted against it) to understand their concerns and will review the Company’s approach to compensation in the context of those concerns. Shareholders are encouraged to contact the Board of Directors to discuss their specific concerns.

Shareholder Engagement

The Board of Directors believes that active engagement with Shareholders and other stakeholders is important to facilitating open, informed and constructive dialogue with Shareholders and accordingly has a adopted a Shareholder Engagement Policy. In addition to the Company’s annual Shareholder meeting and quarterly results presentations, all of which are webcast and broadly available, senior management also meet with Shareholders through investor conferences and individual meetings.

The Board appreciates that active communication and engagement with Shareholders is an important part of its oversight of the Company.

Management is principally responsible for Shareholder communications and engagement, and Shareholders may communicate their views to management through Extendicare’s investor relations group by contacting:

In writing : Extendicare Inc. By email: [email protected] Attention: Vice President, Investor Relations 3000 Steeles Avenue East, Suite 103 Markham, ON L3R 4T9

At the same time, the Board wishes to ensure there is the opportunity for direct dialogue between Directors and Shareholders. Shareholders are encouraged to initiate communications directly with the Board. To do so, Shareholders should deliver a sealed envelope or email, in each case marked “Confidential”, to:

In writing: Extendicare Inc. Attention: Chairman of the Board 3000 Steeles Ave. East, Suite 103 Markham, Ontario L3R 4T9

By email: [email protected]

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Extendicare Information Circular – April 2021

The Board also reaches out to key shareholders periodically, either directly or with the assistance of Extendicare’s Investor Relations team, and offers to meet with them to discuss any matters of interest.

The GN Committee will ensure that shareholder engagement is considered annually and discussed in the Committee’s annual report to the Board.

Other Board Committees

In addition to the HR Committee and the GN Committee described above, Extendicare’s other standing committees are the Audit Committee, the Quality and Risk Committee (the “ QR Committee ”) and the Investment Committee (the “INV Committee” ). From time to time, the Board may also establish special committees to review and make recommendations on specific matters. Copies of each of the committee’s mandates may be found on the Company’s website at www.extendicare.com.

Information on the Audit Committee, required by National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, is disclosed in the Company’s 2020 Annual Information Form under “Audit Committee Information”, which is available on SEDAR at www.sedar.com under Extendicare’s issuer profile.

Quality and Risk Committee

Extendicare’s QR Committee is composed of three independent Directors. The primary objective of the QR Committee is to assure that Extendicare and its operations have in place the programs, policies and procedures, including an enterprise-wide risk management framework and action plan, to support and enhance the quality of care provided and compliance with applicable health care laws and regulations. The QR Committee’s responsibilities include providing oversight of Extendicare’s clinical, compliance and quality programs; monitoring Extendicare’s clinical performance and outcomes against internal and external benchmarks; reviewing policies, procedures and standards of conduct designed to provide the appropriate quality of care, client safety and compliance with applicable laws and regulations; and overseeing and monitoring the Company’s enterprise risk management framework, overall risk profile and risk management policies, procedures and programs. The QR Committee met four times during 2020, with full attendance at each meeting.

Investment Committee

Extendicare’s INV Committee is composed of three independent Directors. The primary objective of the INV Committee is to review and, if deemed advisable, recommend to the Board acquisition, investment and divesture transaction proposed by senior management of the Company. The INV Committee’s responsibilities include reviewing such transactions with management and periodically reviewing the execution, financial results and integration of completed acquisition and investment transactions.

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Extendicare Information Circular – April 2021

SCHEDULE C

EXTENDICARE INC.

MANDATE OF THE BOARD OF DIRECTORS

The board of directors (the “ Board ”) of Extendicare Inc. (“ Extendicare ” or the “ Company ”) is responsible for the stewardship of the business and affairs of the Company, including the strategic planning process, approval of the strategic plan, the identification of principal risks and implementation of systems to manage these risks.

The Board has the responsibility to oversee the conduct of the business of the Company and to supervise management, which is responsible for the day-to-day conduct of the business. The Board’s fundamental objectives are to enhance and preserve the business of the Company and its underlying value. In performing its functions, the Board should consider the legitimate interests of its stakeholders such as employees, customers and communities may have in the Company. In supervising the conduct of the business, the Board, through the Chief Executive Officer of the Company (the “ CEO ”), shall set the standards of conduct for the enterprise.

The following points outline the key principles or guidelines governing how the Board will operate to carry out its overall stewardship responsibility.

Number of Directors

The articles of the Company provide that the Board may have a minimum of one director and a maximum of twenty directors, with the number of directors from time to time within such range being fixed by resolution of the Board. The ideal size of the Board will provide a diversity of expertise and opinion, as well as efficient operation and decision-making. At least 25% of the directors of the Company shall be resident Canadians.

The governance and nominating committee of the Board (the “ GN Committee ”) will review the size of the Board annually and make a recommendation to the Board if it believes a change in the size of the Board would be in the best interests of the Company. The Board should have an appropriate mix of skills, knowledge and experience in the business and an understanding of the industry in which the Company operates. Directors are required to commit the requisite time for all of the business of the Board and to demonstrate integrity, accountability and informed judgement. At least a majority of the Board will be comprised of directors who are determined to be “independent”, as defined in applicable securities laws and the rules or guidelines of any stock exchange upon which the securities of the Company are listed for trading.

Director Nomination

The GN Committee shall be responsible for recommending to the Board suitable candidates for nominees for election as directors.

Election and Term

Directors shall be elected by the shareholders at each annual meeting of shareholders to hold office for a term expiring at the close of the next annual meeting. The directors may, between annual meetings of shareholders, appoint one or more additional directors for a term to expire (subject to further appointment) at the close of the next annual meeting of shareholders, but the number of additional directors so appointed shall not at any time exceed one-third of the number of directors who held office immediately after the expiration of the immediately preceding annual meeting of shareholders.

Vacancy

A quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the minimum and maximum number of directors or from a failure to elect the minimum number of directors provided for in the articles. If there is not a quorum of directors, or if there has been a failure to elect the minimum number of directors provided for in the articles, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder. A director appointed or elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor.

Review of Independence of Outside Directors

The GN Committee will review on an annual basis any relationship between outside directors and the Company which might be construed in any way to compromise the designation of any director as being independent or unrelated to the Company. The objective of such review will be to determine the existence of any relationships, to ensure that the composition of the Board remains such that at least a majority of the directors are independent and unrelated and that where relationships exist, the director is acting appropriately. A director should bring to the attention of the Chairman and the GN Committee any potential conflicts of interest as they arise.

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Directors shall disclose all actual or potential conflicts of interest and refrain from voting on matters in which the director has a conflict of interest. In addition, a director should excuse himself or herself from any discussion or decision on any matter in which the director is precluded from voting as a result of a conflict of interest or which otherwise affects his or her personal, business or professional interests.

Board Meetings

Meetings of the directors shall be called and held in accordance with By-Law No. 1 of the Company. The Board may invite any of Extendicare’s officers, employees, advisors or consultants or any other person to attend meetings of the Board to assist in the discussion and examination of the matters under consideration by the Board. Attendees will be excused for any agenda items that are reserved for discussion among directors only.

Committees

The directors may appoint from their number one or more committees of directors and, subject to By-Law No. 1 of the Company, may grant or delegate to the committees such authority and such powers as the directors may in their sole discretion deem necessary or desirable. Unless otherwise determined by the directors, a quorum for meetings of any committee shall be a majority of its members and each committee shall have the power to appoint its chairman. Each member of a committee shall serve during the pleasure of the directors and, in any event, only so long as he or she shall be a director.

The Board shall appoint from among the directors an audit committee of the Board (the “ Audit Committee ”) to consist of not less than three members. The composition of the Audit Committee shall comply with applicable securities laws, including National Instrument 52-110 – Audit Committees.

Board and Committee Meeting Agendas and Information

The Chairman and the CEO, in consultation with the Secretary, will develop the agenda for each Board and committee meeting. Agendas will be distributed to the Board or committee members before each meeting, and all members shall be free to suggest additions to the agenda in advance of the meeting.

Whenever practicable, information and reports that are important to the Board’s or committee’s understanding of meeting agenda items will be circulated to the directors and committee members in advance of the meeting. Reports may be presented during the meeting by members of the Board, management and/or staff, or by invited outside advisors. It is recognized that under some circumstances, due to the confidential nature of matters to be discussed at a meeting, it may not be prudent or appropriate to distribute written materials in advance.

External Advisors

Each director shall have the authority to retain outside counsel and any other external advisors as appropriate with the approval of the GN Committee.

As well, the Board or any of its committees may conduct or authorize investigations into any matters within their respective scope or responsibilities. As such, the Board or any of its committees are authorized to retain and determine funding for independent professionals to assist in the conduct of any such investigation.

Contacts with Senior Management

All of the directors shall have open access to senior management of Extendicare. It is expected that directors will exercise judgement to ensure that such contact is not disruptive to the operations of Extendicare. Written communications from directors to members of management shall be copied to the Chairman and CEO of the Company.

Board/Committee Assessment

The Board, through the GN Committee, shall establish and conduct orientation and education programs for new directors through which the performance expectations for members of the Board shall be communicated. The GN Committee shall implement a process for assessing the effectiveness of the Board as a whole, the committees and the contributions of individual directors, which may include the use of periodic formal surveys.

Senior Management Succession Planning

The Board shall have responsibility for the appointment and evaluation of the performance of the CEO and senior officers of the Company and its subsidiaries and shall require the human resources committee of the Board (the “ HR Committee ”) to make recommendations with respect to such matters. The HR Committee shall monitor, review and provide guidance in respect of executive management training, development and succession planning.

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Directors’ and Senior Management Compensation

The GN Committee shall be responsible for making recommendations to the Board concerning the compensation of directors, and the HR Committee shall be responsible for making recommendations concerning the CEO and senior officers of the Company and its subsidiaries. The recommendations of the HR Committee shall include the adequacy and form of compensation, including the use of incentive programs and awards made pursuant thereto. The HR Committee shall review senior management’s performance against the objective of maximizing shareholder value, measuring their contribution to that objective, and overseeing compensation policies.

Strategic Planning

The Board will adopt a strategic planning process to establish the objectives and goals for Extendicare’s business, approve the strategic plans and monitor corporate performance against those plans.

Managing Risk

The Board shall have overall responsibility for assessing the principal risks facing the Company, ensuring the implementation of the appropriate strategies and systems to manage such risks, and reviewing any material legal matters relating to the Company as a whole or its investment in any major operating business.

Communications Policy

The Board shall approve Extendicare’s core public disclosure documents disseminated to shareholders and the investing public, including the annual report, management information and proxy circular, annual information form, interim quarterly reports and any prospectuses. The Audit Committee shall review and recommend for approval to the Board the quarterly and annual financial statements, including the related management’s discussion and analysis, press releases relating to financial matters and any other financial information contained in core public disclosure documents. The Board requires that Extendicare make accurate, timely and effective communication to shareholders and the investment community.

The Board shall have responsibility for reviewing the Company’s policies and practices with respect to disclosure of financial and other information, including insider reporting and trading. The Board shall approve and monitor the disclosure policies designed to assist the Company in meeting its objective of providing timely, consistent and credible dissemination of information, consistent with disclosure requirements under applicable securities law. The Board shall review the Company’s policies relating to communication and disclosure on an annual basis.

Generally, communications from shareholders and the investment community will be directed to either of the Chief Executive Officer, Chief Financial Officer, Director of Investor Relations, or Corporate Secretary of Extendicare to provide an appropriate response depending on the nature of the communication. It is expected that, if communications from stakeholders are made to the Chairman or to other individual directors, management will be informed and consulted to determine any appropriate response.

Internal Control and Management Information Systems

The Board shall review the reports of management of Extendicare and the Audit Committee concerning the integrity of the Company’s internal control and management information systems. Where appropriate, the Board shall require management of Extendicare and the Audit Committee to implement changes to such systems with a view to ensuring integrity of such systems.

Corporate Governance Policy

The Company shall make full and complete disclosure of its system of corporate governance on an annual basis in its annual shareholder documents and/or securities commission filings where required, and on its website. The Board, through the GN Committee, shall have the responsibility for developing the Company’s approach to governance issues, including the responsibility for this disclosure.

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AI assistant

Extendicare Inc. — Proxy Solicitation & Information Statement 2021

47037_rns_2021-04-26_f72e6a3e-21c2-43df-b5c0-0b5cb8f8d8c9.pdf

NOTICE

MANAGEMENT INFORMATION AND PROXY CIRCULAR

OF

EXTENDICARE INC.

April 15, 2021

Fellow Extendicare Shareholders,

TABLE OF CONTENTS

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF EXTENDICARE INC.

John Toffoletto

EXTENDICARE INC.

MANAGEMENT INFORMATION AND PROXY CIRCULAR

GENERAL PROXY MATTERS

Solicitation of Proxies

Record Date and Voting Rights

Questions and Answers on the Virtual Meeting

Q: Why will the Meeting be completely virtual?

Q: Who can attend and vote at the virtual Meeting?

Q: How do I attend and participate in the virtual Meeting?

Voting Instructions for Registered Shareholders

Voting at the Virtual Meeting

Voting by Proxy

Voting Instructions for Non-registered Shareholders

Appointing Another Person as Proxyholder

Attending the Virtual Meeting

Changing Appointees

Revocation of Proxy

Registered Shareholders

Non-registered Shareholders

Exercise of Discretion by Proxyholders

Principal Holders of Common Shares

BUSINESS OF THE MEETING

Financial Statements

Appointment of Auditors

External Auditor Services Fees

Election of Directors

Majority Voting Policy

Nominees for Election as Directors

Age: 67

Notes:

Corporate Orders and Bankruptcies

Board Skills Matrix

Reconfirmation of the Company’s Amended and Restated Shareholder Rights Plan

Overview

Objectives of the Rights Plan

Shareholder Rights Plan Resolution

Shareholder Advisory Vote on the Approach to Executive Compensation

The Board of Directors unanimously recommends the Shareholders vote FOR the Advisory (Non-binding) Resolution. The text of the Advisory (Non-binding) Resolution is set forth below:

COMPENSATION DISCUSSION AND ANALYSIS

Human Resources Committee Letter to Shareholders

Highlights from 2020

Key performance highlights included:

2020 Compensation Decisions

Shareholder Engagement

Composition of the Human Resources Committee

2019 Review of Executive Compensation Programs

Changes to the STIP Beginning in 2020

Changes to the LTIP Beginning in 2020

Overview of Executive Compensation Programs

Comparator Group

Notes:

Base Salary

Short-term Incentive Program

Long-term Incentive Plan

Defined Benefit Plans

Registered Defined Contribution Plans

Reimbursement of Incentive Compensation

Restrictions on Trading and Hedging Extendicare Securities

Executive Share Ownership Policy

Compensation for 2020

2020 Target Direct Compensation Mix

Base Salary

Short-term Incentives Awarded in 2020

- Target Short term Incentive and Performance Weighting

Financial Performance

CEO Quality and Individual Performance

CFO Individual Performance

Other NEO Individual Performance

Extendicare Inc. Proxy Solicitation & Information Statement 2021