ZCL COMPOSITES INC.

INFORMATION CIRCULAR

DATED March 17, 2015

For the Annual General & Special Meeting to be held on May 8, 2015

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of ZCL Composites Inc. (the "Corporation" or "ZCL") for use at the annual general and special meeting of the holders (the "Shareholders") of common shares ("Shares") of the Corporation (the "Meeting") to be held at the Sandman Signature Edmonton South Hotel, 10111 Ellerslie Road SW, Edmonton, Alberta, T6X 0J3, in the Great Room 3, on Friday, May 8, 2015 at 1:30 p.m. (Edmonton time) and at any adjournment or adjournments thereof, for the purposes set forth in the accompanying notice of meeting (the "Notice"). Except as otherwise stated, the information contained herein is given as of March 17, 2015 and reported in Canadian dollars.

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Election of Directors

The affairs of the Corporation are managed by a board of directors ("Board") who are elected annually for a one year term at each annual meeting of the Shareholders and hold office until the next annual meeting, or until their successors are duly elected or appointed or until a director vacates his office or is replaced in accordance with the by-laws of the Corporation. The Board has set the number of directors to be elected at the meeting at seven (7). The Board has concluded that each nominee is well qualified to serve on ZCL’s Board. The nominees have the relevant expertise essential to ensure appropriate strategic direction and oversight.

The Shareholders are entitled to elect the directors of the Corporation. The persons named below have been nominated for election and have consented to such nomination.

Unless authority to vote on the election of directors is withheld, it is the intention of the persons named in the accompanying instrument of proxy to vote for the election of such nominees as directors. In the event that a vacancy among the nominees occurs for any reason prior to the Meeting, the proxy shall not be voted with respect to such vacancy.

The following are the names and municipalities of residence of the proposed nominees for election as directors of the Corporation:

Name and municipality of residence	Office	Principal occupation	Director since	Number of Shares held directly or indirectly(4)(5)
Anthony (Tony) P. Franceschini(2)(3) Age: 64 Edmonton, Alberta, Canada Independent	Chair of the Board since May 11, 2012	Mr. Franceschini joined the ZCL board on February 3, 2009 and became the Chair of the Board on May 11, 2012. He serves as a Corporate Director on several boards. He retired as President and CEO of Stantec Inc. (TSX/NYSE:STN), a global engineering and design firm on May 14, 2009. Mr. Franceschini joined Stantec in 1978, becoming Chief Executive Officer in 1998. He has served as a director of Stantec since the company became publicly traded in March 1994. Mr. Franceschini is also a director with Esterline Technologies Corporation (NYSE:ESL), AECON Group Inc. (TSX:ARE) and two other private companies.	February 3, 2009	40,000(6)
Ronald M. Bachmeier Age: 57 Edmonton, Alberta, Canada Not independent	President and Chief Executive Officer	Mr. Bachmeier was appointed President and Chief Executive Officer of ZCL on August 8, 2012. Prior to his appointment as President and CEO, he was the Chief Operating Officer of ZCL from February 2008. Mr. Bachmeier was the Chief Operating Officer of the US operations from February,2007 to February,2008. Prior to that,Mr. Bachmeier	August 8, 2012	92,500(7)

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Name and municipality of residence	Office	Principal occupation	Director since	Number of Shares held directly or indirectly(4)(5)
		was the Chief Financial Officer with Xerxes Corporation, which he joined in 1986. Mr. Bachmeier is a Certified Public Accountant (Minnesota) with a Bachelor of Science degree in Business Administration from the University of North Dakota.
D. Bruce Bentley(3) Age: 56 Edmonton, Alberta, Canada Independent	Director	Mr. Bentley is the President and CEO of Maclab Enterprises an Edmonton based, privately held real estate management and development company. Mr. Bentley currently serves on the boards of the Edmonton Eskimo Football Club, the Fort Edmonton Management Corporation and a number of charitable organizations and private companies. Mr. Bentley has a Bachelor of Commerce degree from the University of Alberta.	May 11, 2012	12,500(8)
Leonard A. Cornez(1)(3) Age: 55 Calgary, Alberta, Canada Independent	Director	Mr. Cornez is the Chief Financial Officer of BOS Solutions Ltd. and an independent consultant providing business advisory and financial services in the energy, mining and technology industries. Mr. Cornez has been the Chief Financial Officer of BOS Solutions Ltd. since 2008. Mr. Cornez was the senior financial officer of Pacific Iron Ore Corporation (TSX:POC) from 2007 to 2011. Mr. Cornez was the Vice President and Chief Financial Officer of Enerflex Systems Income Fund (TSX:EFX) from 2004 to 2007, and Vice President Finance for Terasen Pipelines (Trans Mountain) Inc. from 2003 to 2004. Mr. Cornez is a Chartered Accountant (Alberta) and a Certified Public Accountant (Illinois) with a Bachelor of Commerce degree from the University of Calgary.	May 9, 2008	25,147(9)
Allan S. Olson(1)(2) Age: 73 Edmonton, Alberta, Canada Independent	Director	Mr. Olson is Chairman of First Industries Corporation. He also serves on the board of directors of Brookfield Residential Properties Inc. (TSX/NYSE:BRP). Mr. Olson also served on the boards of Brookfield Office Properties Inc. (TSX/NYSE:BPO) from 1998 to 2012, and IPSCO Inc. (TSX/NYSE:IPS) from 1988 to 2007, and Summit REIT from 2000 to 2007.	May 15, 2007	57,000(10)
Harold A. Roozen(1)(2) Age: 61 Edmonton, Alberta, Canada Independent	Director	Mr. Roozen is the Executive Chairman of CCI Thermal Technologies Inc. Mr. Roozen also currently serves on the board of Alberta Investment Management Corp (AIMco) and two other private companies. He was previously Chair of WIC Western International Communication Ltd (TSX:WIL), and President of the Allarcom Group of privately held companies. Mr. Roozen has also served on the boards of Shaw Communications Inc. (TSX/NYSE:SJR) from 2000 to 2010 and of Royal Host REIT (TSX:RYL) from 2005 to 2006.	May 15, 2007	2,547,270(11)
Ralph B. Young(1) Age: 69 Edmonton, Alberta, Canada Independent	Director	Mr. Young is the past president and CEO of Melcor Developments Ltd. (TSX:MRD) (“Melcor”), a publicly held real estate development and management company. Mr. Young joined Melcor in 1971, becoming President in 1997 and CEO in 2000. He retired as President in 2012 and as CEO in 2013. He has served as a director of Melcor since 1976 and now is also a trustee of Melcor REIT (TSX: MR.UN). Mr. Young currently serves on the boards of the Edmonton Regional Airports Authority and is the Chancellor of the University of Alberta. Mr. Young has a Bachelor of Science degree in Civil Engineering from the University of Saskatchewan and a Masters degree in Business Administration from the University of Alberta.	May 9, 2013	4,000(12)

Notes:

(1) Member of the 2014 Audit Committee.

(2) Member of the 2014 Governance and Compensation Committee.

(3) Member of the 2014 Health, Safety and Environment Committee.

(4) Information as to Shares beneficially owned, directly or indirectly, or over which control or discretion is exercised, is based upon information furnished to the Corporation by the nominees.

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• (5) The directors of the Corporation hold options to acquire Shares and the independent directors were awarded Deferred Share Units on March 5, 2015 (“DSUs”), neither of which has been included in determining the number of Shares held, directly or indirectly, by the directors.

• (6) In addition, Mr. Franceschini currently holds 85,000 stock options and 5,500 DSUs.

• (7) In addition, Mr. Bachmeier currently holds 193,000 stock options and 6,125 Performance Share Units (“PSUs”).

• (8) In addition, Mr. Bentley currently holds 35,000 stock options and 4,100 DSUs.

• (9) In addition, Mr. Cornez currently holds 75,000 stock options and 4,100 DSUs.

• (10) In addition, Mr. Olson currently holds 75,000 stock options and 4,100 DSUs.

• (11) Mr. Roozen is the sole shareholder and he and his spouse are the only two directors of Rocor Holdings Ltd. which owns 2,572,270 Shares or 8.4% of the issued and outstanding Shares of the Corporation. In addition, Mr. Roozen currently holds 75,000 stock options and 4,100 DSUs.

• (12) In addition, Mr. Young currently holds 15,000 stock options and 4,100 DSUs.

Unless indicated otherwise, all of the nominees have held the principal occupations set forth above for at least the past five (5) years and all disclosure on Shares, options, DSUs and PSUs is as of March 17, 2015. None of the proposed nominees for election as directors holds securities carrying 10% or more of the voting rights of the Shares.

Majority Voting for Directors

The Board has adopted a majority voting policy for the election of Directors. Under this policy, in an election of Directors, any nominee who receives a greater number of "withhold" votes than "for" votes will tender his resignation following certification of the Shareholder vote. The Governance and Compensation Committee will promptly consider the resignation and recommend to the Board whether or not to accept it. The Board expects that resignations will be accepted unless there are extenuating circumstances that warrant a contrary decision. It is anticipated that any decisions necessitated in the circumstances outlined in the preceding sentence will be made and publically disclosed within ninety (90) days of the applicable Shareholder vote, and the Board may fill any vacancy created thereby.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of management of the Corporation, none of the proposed directors of the Corporation, is, or within the 10 years prior to the date hereof, has been a director or executive officer of any other issuer that, while that person was acting as a director or executive officer of that issuer or within a year of that person ceasing to act in that capacity, was the subject of a cease trade order or similar order or an order that denied the issuer access to any statutory exemptions for a period of more than 30 consecutive days, or was subject so such an order that was issued after the proposed director ceased to be a director or executive officer and which resulted from an event that occurred while that person was acting in the capacity as director or executive officer; or became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver-manager or trustee appointed to hold its assets.

Penalties or Sanctions

To the knowledge of management of the Corporation, none of the proposed directors of the Corporation has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision in respect of the securities of the Corporation or a decision with respect to voting for a proposed director.

Individual Bankruptcies

To the knowledge of management of the Corporation, none of the proposed directors of the Corporation has, within the 10 years prior to the date hereof, been declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver-manager or trustee appointed to hold the assets of that individual.

2. Appointment and Remuneration of Auditors

The Shareholders will be asked at the Meeting to vote for the appointment of Ernst & Young LLP, Chartered Accountants, of Edmonton, Alberta, as the auditors of the Corporation, for the ensuing year and to authorize the directors to fix their remuneration.

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Should Ernst & Young LLP for any reason be unwilling or unable to accept re-appointment, ZCL’s directors will exercise their discretion to appoint an alternate auditor. Ernst & Young LLP are the Corporations' current auditors and were originally appointed to that role in 1996.

Unless otherwise directed, Shares representing proxies in favour of management nominees will be voted in favour of the appointment of Ernst & Young LLP, Chartered Accountants, of Edmonton, Alberta, as auditors of the Corporation, to hold office until the next annual meeting of the Shareholders, or until their successors are duly elected or appointed, and to authorize the Board to fix their remuneration.

3. Re-Approval of Stock Option Plan (as amended)

On August 9, 2006, the shareholders of the Corporation adopted a Stock Option Plan (the "2006 Plan"), which has been amended pursuant to the terms of the 2006 Plan by the Board of Directors as of December 8, 2008, March 10, 2009, April 5, 2012 and March 5, 2015 and does not have a fixed maximum number of common shares issuable (i.e. the 2006 Plan is structured as a 10% rolling or evergreen plan). The rules of the TSX provide that all unallocated options, rights or other entitlements under a security-based compensation arrangement which does not have a fixed number of maximum securities issuable must be approved every three (3) years. Accordingly, the Corporation is seeking the re-approval of the 2006 Plan, as amended.

The effect of the 2006 Plan is that at any point in time, the Corporation may have stock options outstanding for the purchase of up to 10% of issued common shares of the Corporation.

At the Meeting, Shareholders will be asked to approve an amended and restated version of the 2006 Plan (the "Stock Option Plan (2015)" or, the "Option Plan"), a copy of which has been included in Schedule “C” herein and also summarized below in the section entitled “Securities Authorized for Issuance under Equity Compensation Plans, Stock Option Plan.” The Stock Option Plan (2015) amends the previously approved 2006 plan to include the following:

• provide further clarity regarding amendments to the Stock Option Plan (2015) or options granted thereunder where shareholder approval is required, such as re-pricing of options;

• ensure the independent Governance & Compensation Committee of the Board control the plan rather than the Board of Directors;

• establish limits on non-employee directors participation in the plan;

• include a blackout provision whereby expiring options held by insiders during a blackout period are extended until a reasonable period after the termination of the blackout period; and

• update change in control provisions.

At the Meeting Shareholders will be asked to consider and approve the following resolution:

"BE IT RESOLVED THAT,

1. subject to regulatory approval, the approval of the Corporation's stock option plan in the form attached to the Corporation's Information Circular dated March 17, 2015 is hereby approved;

2. all unallocated options under the Stock Option Plan be and are hereby approved;

3. the Corporation have the ability to continue granting options under the Stock Option Plan until May 8, 2018, that is until the date that is three (3) years from the date where shareholder approval is being sought; and

4. any director or officer of the Corporation be and is hereby authorized to do such things and to sign, execute and deliver all documents that such director and officer may, in their discretion, determined to be necessary in order to give full effect to the intent and purpose of this resolution."

Unless otherwise directed, shares representing proxies in favour of management nominees will be voted in favour of the foregoing resolution.

4. Other Matters to be Acted Upon at the Meeting

Management knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Annual General & Special Meeting of Shareholders. However, if any other matter properly comes before the Meeting, the management designees, if named as proxy, will vote on such matter in accordance with the best judgment of the person or persons voting the proxy.

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Pursuant to the Corporation's By-Laws, the Corporation requires advance notice to the Corporation for nominations of directors other than through a requisition for a meeting or by way of a formal shareholder proposal. In connection with the Meeting, being an annual meeting of Shareholders, notice to the Corporation of any such nomination must be made not less than 30 nor more than 65 days prior to the date of the Meeting, provided that in the event that the annual meeting had been to be held on a date that was less than 50 days after the date on which the first public announcement of the date of the annual meeting was made (in connection with the Meeting, March 19, 2015), notice would have had to been made not later than the close of business on the 10th day following such public announcement. The Corporation has not received any notice to that effect as of the date hereof.

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

Management of the Corporation is not aware of any material interest, whether direct or indirect, by way of beneficial ownership of securities or otherwise, in any manner to be acted upon at the Meeting, of any director or executive officer of the Corporation who has held that position at any time since the beginning of the Corporation's last financial year, or of any proposed nominee for election as director of the Corporation or any associate or affiliate of any of the foregoing, other than the election of directors and as disclosed in the sections entitled "Statement of Executive Compensation," "Directors and Officers Insurance," and "Particulars of Matters to be Acted Upon."

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of Shares, of which 30,261,962 Shares are issued and outstanding as at the close of business on March 17, 2015, and each such common share carries the right to one vote on a ballot at the Meeting. On a show of hands, every person who is present and entitled to vote shall have one vote for each common share held. The Corporation has no other classes of voting securities.

The Shareholders of record at the close of business on the record date, set by the directors of the Corporation to be March 17, 2015, are entitled to vote their Shares at the Meeting on the basis of one vote for each common share held, except to the extent that:

1. such person transfers his Shares after the record date; and

2. the transferee of those Shares produces properly endorsed share certificates or otherwise establishes his ownership to the Shares and makes a demand to the Registrar and Transfer Agent of the Corporation, not later than 10 days before the Meeting, that his name be included on the Shareholders' list.

Set out below are the names of all persons or companies who, to the knowledge of the directors or executive officers of the Corporation, beneficially own, directly or indirectly, or exercise control or discretion over, voting securities carrying more than 10% of the voting rights attached to all issued and outstanding voting securities of the Corporation:

Name	Type of Ownership	Number of Shares Beneficially Owned, Directly or Indirectly, Controlled or Directed	Percentage of Outstanding Voting Securities
Franklin Resources,Inc.	Beneficial	3,219,550	10.6%

As a group, the directors and the Corporation's executive officers owned, directly or indirectly, or exercised control or discretion over, an aggregate of 2,786,979 (or 9.2% of the total outstanding) Shares as at March 17, 2015. These directors and executive officers also beneficially own (directly or indirectly) or exercise control or discretion over, 812,000 options for Shares or 45.3% of the issued and outstanding options for Shares under the stock option plan, 14,825 PSUs and 26,000 DSUs. If all of such noted options, PSUs and DSUs were exercised or exchanged into Shares, assuming no other changes respecting the Shares, the directors and executive officers of the Corporation, as a group, would beneficially own (directly or indirectly), or exercise control or discretion over, an aggregate of 3,639,804 Shares or 11.7% of the issued and outstanding Shares. The information as to Shares owned indirectly or over which control or discretion is exercised by the directors and executive officers, but which are not registered in their names, not being within the knowledge of the Corporation, has been furnished by such directors and executive officers.

As at March 17, 2015, CDS & Co. was the registered owner of 26,188,634 Shares, which represents approximately 86.5% of the issued and outstanding Shares. The directors and officers of the Corporation understand that CDS & Co. is a nominee of Canadian Depository of Securities Ltd. (now CDS Limited., known as CDS), which is a financial services company whose subsidiary, CDS Clearing and Depository Services Inc., is a depository, clearing and settlement agency and not a beneficial owner of Shares. Except as

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otherwise set out in this Information Circular, the directors and officers of the Corporation are not aware that any person, on whose behalf such Shares are beneficially held, who owns or exercises control or direction over more than 10% of the outstanding Shares.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our Philosophy and Objectives

ZCL has adopted a Total Rewards Statement which outlines the philosophy, strategy and guiding principles for the total rewards for all ZCL employees, including the Named Executive Officers ("NEOs"). Total rewards programs are an important part of the Corporation's employment relationship, which also includes challenging and rewarding work, growth and career development opportunities, and being part of a leading company with a diverse workforce and great products. ZCL is a leading North American manufacturer with consistent compensation and benefit practices that are affordable to the business.

Pay-for-performance is fundamental to ZCL's total rewards philosophy. ZCL will reward individuals for performance and contributions to business success. ZCL's total rewards package will be competitive with other like companies in the composites or manufacturing sectors in each country. Except for the relatively modest base salaries and benefits, the Company’s cash bonus and equity incentive programs are entirely performance based.

As more fully described below, the Governance and Compensation Committee (“G&CC”) designs the Company’s compensation programs so that if all performance goals for cash bonuses and equity incentives are satisfied, approximately 55% of the CEO potential compensation and 50% of the CFO and COO total potential compensation will be performance based.

Total rewards is designed to attract and retain individuals of high calibre to serve as employees of ZCL, to motivate their performance in order to achieve ZCL's strategic objectives, and to align the interests of all employees with the long term interests of Shareholders. The program includes short term and long term incentives and is designed to provide goal congruence between the total rewards program and ZCL's strategic plan and budget. It is also designed to be competitive within ZCL's industry and geographic locations.

Benchmarking/Peer Group Comparisons

The appropriateness and competitiveness of the Corporation’s executive compensation program is monitored by comparison to a peer group of companies that include the following:

Velan Inc. – SVTG(Cdn)	Armtec Infrastructure Inc.(Cdn)
Canyon Services Group Inc.(Cdn)	Essential Energy Service Ltd.(Cdn)
Hardinge Inc. (USA)	Ampco-Pittsburgh Corp.(USA)
Exco Technologies Ltd. (Cdn)	Canelson Drilling Inc.(Cdn)
MFRI Inc.(USA)	Strad Energy Services Ltd.(Cdn)
Dynamic Materials Corp.(USA)	McCoy Corp.(Cdn)
Logan International Inc.(Cdn)	Calmena Energy Services Inc.(Cdn)
Eastern Co.(USA)	Macro Enterprises Inc.(Cdn)
Tree Island Steel Ltd.(Cdn)	PMFG Inc.(USA)
Graham Corp.(USA)

In choosing the peer companies against which the G&CC completes its comparative analysis, the G&CC selects companies with assets and market values similar to the Corporation. The G&CC also considers revenue levels and enterprise values of such companies. All companies included have manufacturing operations. Companies residing in the United States have also been included given ZCL’s North American operational footprint. The G&CC believes these metrics are appropriate for determining peers because they provide a reasonable point of reference for comparing executives with similar positions and responsibilities.

The peer review findings prepared indicated that all components of our compensation for NEOs are in the lower end of the second quartile (CEO), the bottom quartile (CFO), and the mid-range of the second quartile (COO) of the peer group. Mercers (Canada) Ltd. findings are used by the G&CC to continue its review and development of the Corporation's executive compensation plans.

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Components of Executive Compensation

The short term components of the executive compensation program include base pay, benefits, vacation and an annual variable pay program described below. Long term components of the executive compensation program include equity-based compensation.

Annual Salaries

Executive salaries are established after giving consideration to individual responsibilities and experience, size and complexity of operations or functions for which these individuals are responsible and competitive market information. The annual salary element provides a fixed level of cash compensation for performing these responsibilities at or less than the 50th percentile of the market relative to our peer group. Salary adjustments consider the individual’s success in their role and competitive market information. The G&CC annually reviews and recommends to the Board the base pay for the President and CEO, the Chief Financial Officer and the Chief Operating Officer.

In addition to the annual salary, the executive compensation program includes the Corporation's benefit program, including a car allowance of $830 per month, and vacation entitlement. These benefits are designed to be competitive within the regions in which the Corporation operates.

All executives are eligible to participate in the ZCL retirement plan offered to all ZCL employees. For Canadian employees, ZCL offers a Group Registered Retirement Savings Plan (RRSP). Under the Group RRSP Plan, ZCL matches an employee’s contributions at 100% of the first 4% of the employee’s base salary. The Group RRSP contributions are invested in the employee’s choice of 28 different investment funds. ZCL’s US employees are eligible to participate in the ZCL 401(k) Plan. ZCL matches US employee contributions at 100% of the first 3% of the employee’s base salary and 50% of the next 2% of the employee’s base salary. The 401(k) contributions are invested in the employee’s choice of 29 different investment funds.

Annual Variable Pay Program

The guiding principles of the Total Rewards Statement serve to ensure the elements that make up the employee value proposition are performance orientated; competitively positioned within ZCL's markets and among a group of our peers; affordable for both ZCL and the employee; and geared towards aligning desired behaviours of employees towards the Corporation's goals and objectives. The Corporation's annual variable pay program is based on simplicity and profitability and is designed to align behaviors with objectives measured by the achievement of corporate financial and operational performance metrics recommended by the G&CC and approved by the Board. Variable pay amounts paid are also to be determined based on certain subjective criteria, most notably, the Corporation's ability to pay such amounts. The annual variable pay program payout is determined by comparing the results of pre-determined goals against the metrics which have been established. For 2014, the key measurement criteria for the annual variable pay program are based on achieving a pre-determined adjusted EBITDA target. Adjusted EBITDA is calculated as income from operations before finance expense, income taxes, share-based compensation, depreciation of property, plant and equipment, amortization of deferred development costs and intangible assets, gains or losses on the sale of assets, and the impairment of assets. Adjusted EBITDA is considered to be a non-IFRS measure that does not have a standardized meaning prescribed by International Financial Reporting Standards and therefore may not be comparable to similar measures presented by other issuers. Management believes adjusted EBITDA is useful for providing investors with a measure of results generated by the Corporation's principal business activities prior to consideration of how these activities are financed, taxed or depreciated.

All salaried employees participate in the adjusted EBITDA based annual variable pay program with a point allocation. The number of points is determined separately with a tie-in to the achievement of the corporate goals and objectives; and payments under the annual variable pay program are tied to the achievement of specific adjusted EBITDA targets. Payment of a variable pay commences at 85% of achievement of such goals (threshold level), with the target set at 100% achievement (target level) and high point set at 130% of goal achievement (exceeds level). The structure of the annual bonus program for the NEOs is based on 100% of corporate performance for the CEO, CFO and COO rather than a split between corporate performance and business unit performance.

Each NEO participating in the annual variable pay program is awarded "points" as recommended by the President & CEO and approved by the G&CC and subsequently by the Board upon adoption of the annual measurement criteria. All other participants in the annual bonus plan are awarded points as approved by ZCL's Executive Management Team. The total of all points are divided into the actual plan funding to determine the value per point earned.

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For 2014, Mr. Bachmeier (the President and CEO) is eligible to receive a maximum of 100% of his base salary as an annual bonus for overachievement of the adjusted EBITDA target, 75% of his base salary as an annual bonus for achievement of the adjusted EBITDA target, and 50% of his base salary for meeting threshold adjusted EBITDA target levels. The target annual bonus payment is at the midpoint of the first and second quartile of the market relative to our peer group.

For 2014, Ms. Demuth (the CFO) & Dr. Gill (the COO) were eligible to receive a maximum of 70% of their base salaries as an annual bonus for overachievement of the adjusted EBITDA target, 55% of their base salaries as an annual bonus for achievement of the adjusted EBITDA target, and 35% of their base salaries for meeting threshold adjusted EBITDA target levels. The target bonus payments are at the midpoint of the first and second quartile of the market relative to our peer group.

The annual variable pay program does not pay out rewards until financial results are confirmed through independently audited financial statements.

Long Term Incentive Compensation - Equity-based Awards

In 2015, our Board of Directors adopted a new Incentive Plan that can grant our executives a range of equity-based incentives that encourage greater alignment with long-term shareholder interests. The Incentive Plan includes the following types of awards that are available to be granted under the long term incentive program:

• Performance Share Units represent the right to receive a cash payment equal to the fair market value of a share calculated upon the vesting of the unit and are contingent upon conditions established by the G&CC in connection with the award, including the attainment of performance objectives. Dividend equivalent rights are granted in tandem with PSUs.

• Restricted Share Units (“RSUs”) represents the right to receive a cash payment equal to the fair market value of a share calculated upon the vesting of the unit. Dividend equivalent rights are granted in tandem with RSUs.

• Deferred Share Units – intended for Director remuneration – represents the right to receive a cash payment equal to the fair market value of a share calculated upon the vesting of the unit at the retirement of the holder. Dividend equivalent rights are granted in tandem with DSUs.

• Dividend Equivalent Rights are granted in conjunction with another award, such as a PSU or DSU. Recipients of dividend equivalent rights are entitled to receive cash payments, as determined by the G&CC, that are equivalent to the cash dividends payable with respect to the Company’s common shares. The amounts payable are deferred until the payment is due on the award to which the dividend equivalent right relates.

Also in 2015, the G&CC has approved amendments to the Corporation's Stock Option Plan, which amended and restated plan has been included in Schedule C for Shareholder consideration and approval.

The G&CC has designed the compensation program to provide NEOs with long term compensation that is equal to 30% of their base pay with 60% of the long term incentive derived from stock option based awards and 40% from performance share based awards. Each vehicle satisfies different objectives and provides different value to the recipient. Stock options are used as a reward for shareholder value creation. PSUs reward performance that drives profitable growth, as well as focuses executives on metrics that drive share price. The Board views stock options and PSUs as an effective incentive to balance senior management’s focus between short-term operating performance and profitable, long term growth, which should translate into share price appreciation for the benefit of shareholders.

With option grants vesting over time, they also serve as an effective employee retention tool. Despite the dilutive aspect of stock options, they do directly align the interest of management and the shareholders as the benefits derived from stock options parallel the benefits realized by shareholders through share price appreciation. Stock options provide the potential for long term rewards and increased total compensation, provided ZCL’s financial and operating results lead to the enhancement of shareholder value. Employees at the management or professional level and above may be eligible for stock options subject to the discretion of the Board. The stock options granted will have an exercise price equal to the market value of the Shares at the time of grant and will generally vest over three years and expire five years from the date of grant.

The review and approval of the granting of equity based awards generally coincides with the Corporation's annual strategic plan and budget process, however it was postponed in 2014 to March 2015, due to the adoption of a new long term Incentive Plan which was not approved by the G&CC until February of 2015.

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The Corporation's Total Rewards Statement and previous grants are taken into account when considering new grants in conjunction with the cost to the Corporation. Awards of stock options are made to participants at varying levels consistent with the individual’s position and responsibility. The process that the Corporation uses to grant option-based awards to NEOs is based on a number of criteria, including the performance of the NEOs, the number of stock options available for grant under the Option Plan (see "Securities Authorized for Issuance Under Equity Compensation Plans-Equity Compensation Plan Information" below), the number of stock options anticipated to be required to meet the future needs of the Corporations, as well as the number of stock options previously granted to each of the NEOs. All stock option grants are reviewed and approved by the G&CC. The President & CEO provides input and recommendations to the G&CC regarding the granting of options from time to time. The President & CEO in turn, and where appropriate, also obtains input from other executive officers of the Corporation when providing his input and recommendations. Other than as set out immediately above, the grant of option-based awards is not determined based on benchmarks, performance goals or a specific formula. The term and other provisions of the stock options are subject to the terms of the Corporation's stock option plan. See “Schedule C – Stock Option Plan (2015)” which has been included for Shareholder consideration.

Since the inception of the Corporation's stock option plan there has been no financial assistance provided by the Corporation to any participant under the Option Plan to facilitate the purchase of Shares pursuant to the Option Plan.

Performance Graph

The following performance graph compares the yearly percentage change in the cumulative total shareholder return for $100 invested in the Shares for the period January 1, 2010 to December 31, 2014, compared to the cumulative total shareholder return for the S&P/TSX Composite Index for the same period, assuming the reinvestment of dividends. Returns are based upon the closing values on the last day of trading in each month.

	Jan. 1,2010	Dec. 31,2010	Dec. 31,2011	Dec. 31,2012	Dec. 31,2013	Dec. 31,2014
ZCL Composites Inc.	$100	$93.43	$88.91	$156.58	$224.20	$192.04
S&P/TSX Composite Index	$100	$114.45	$101.78	$105.85	$115.97	$124.57

On a year-to-year basis, the trend for executive short term compensation may not compare to the performance graph due to market factors not necessarily correlated to the actual financial performance of the Corporation. The annual cash incentive portion of the Corporation's compensation program includes incentive components related to the performance measure, adjusted EBITDA, which over the long term may compare to the trend shown in the performance graph but not necessarily in the short term.

• 10 -

Compensation Governance

Composition of the Governance and Compensation Committee

The Corporation's G&CC is comprised of the following three (3) directors who are neither officers nor employees of the Corporation or any of its subsidiaries: Mr. Harold Roozen (Chair), Mr. Allan Olson and Mr. Anthony Franceschini. Mr. Roozen has a relationship with the Corporation which is described herein under the section "Interest of Informed Persons in Material Transactions." All three members of the G&CC are entirely independent, within the meaning of National Instrument 58-101 – Disclosure of Corporate Governance Practices of the Canadian Securities Administrators ("NI 58-101").

A description of each committee member’s experience, relevant to the committee’s governance and compensation responsibilities follows:

Harold Roozen (Chair)

Mr. Roozen has been a Director of ZCL since 2007. Mr. Roozen’s past board experience includes participation on the compensation committee of Shaw Communications Inc., a TSX/NYSE-listed issuer, from January 2008 to January 2010. In his current role of executive chair of CCI Thermal Technologies, Mr. Roozen is involved in several aspects of compensation strategies for key management.

Tony Franceschini

Mr. Franceschini has been a Director of ZCL since 2009 and is currently the Chairman of the Board. Mr. Franceschini chairs the compensation committee for Esterline Technologies Corporation, a NYSE-listed issuer (since April 2011), and was a member of the corporate governance and compensation committee of Stantec Inc., a TSX/NYSE-listed issuer, from May 2012 to May 2013. He was also the president and CEO of Stantec Inc. until his retirement in May 2009.

Allan Olson

Mr. Olson has been a Director of ZCL since 2007. In his current role of chairman of First Industries Corporation, Mr. Olson is involved in several aspects of compensation strategies for key management.

Responsibilities, Powers and Operation of the G&CC

The G&CC is charged with the responsibility of reviewing and approving the recommended compensation programs for NEOs of the Corporation, including base salaries, the adjusted EBITDA based cash incentive program, the long term incentive program which includes share-based awards as well as other equity based awards. With the exception of the Stock Option Plan, which is maintained solely by the G&CC, the G&CC then present their recommendations and/or modifications on the compensation program to the Board for final approval. The G&CC, in conjunction with the Board, periodically reviews the base salary and other compensation of the Corporation's CEO, keeps itself apprised of non-CEO officer compensation and provides the Chief Executive Officer (who is responsible for establishing the terms of employment of officers, other than himself) with such advice and direction as may be solicited by the Chief Executive Officer or as the G&CC may consider appropriate in relation to non-CEO officer compensation.

Base pay for all non-executive employees is reviewed and approved annually by the Corporation's executive management team.

The mandate of the G&CC also includes the responsibility to ensure that an appropriate and effective corporate governance system is in place for the overall board stewardship and to propose and evaluate new nominees to the Board. The Board, as a whole, completes an extensive questionnaire to evaluate the performance and strengths of the current Directors. This questionnaire is used by the G&CC in their evaluation of the overall Board efficiency and effectiveness.

• 11 -

Risk Mitigation in Our Compensation Programs

As part of its mandate in reviewing the compensation philosophy and guidelines for executive management, the G&CC reviews our compensation programs to align the pay outcomes with the Corporation's risk management strategies to discourage inappropriate risk taking by our executives. The following components in our executive compensation programs mitigate risk:

Mix of Fixed and At-Risk Pay

The Corporation offers what it considers to be an appropriate mix of fixed and at-risk pay, as well as short and long term incentives to its executives. The Company’s compensation program is designed so that if all performance goals for cash bonuses and equity incentives are satisfied, approximately 55% of the CEO potential compensation and 50% of the CFO and COO total potential compensation will be performance based. The performance measure of adjusted EBITDA used for our annual incentive bonus program for our NEOs, and our bonus eligible employees in general, ensures that the interests of our executives are aligned with achieving profitable growth year over year. There is also an increased emphasis on long-term incentives in our pay mix to further align the interests of our executives with long-term shareholder value. Stock options awarded to our executives vest over a three year period, motivating executives to create long term shareholder value. PSUs awarded to our NEOs also vest over a three year period and include performance criteria that is designed to drive profitable growth as well as focusing executives on metrics that drive share price.

Share Ownership Guidelines

We believe that equity ownership plays a key role in aligning the interests of our executives with the interests of our shareholders. As a result, the board has adopted share ownership guidelines for directors and executive officers. Directors are expected to hold Shares or vested share equivalents having a market value to at least $50,000, within three years of becoming a director; the President and CEO is expected to hold Shares or vested share equivalents valued at three times his base salary by 2019; the CFO and COO are expected to hold Shares or share equivalents valued at one times base salary by 2019.

Compensation Consultant or Advisor

The G&CC will periodically retain third party compensation consultants or advisors to evaluate executive and director compensation. As part of the G&CCs review of executive compensation, the G&CC retained an independent consultant to provide compensation advisory services. Mercer (Canada) Ltd., (“Mercer”) was engaged by the G&CC in December 2013 with the mandate to develop a comparable peer group and perform compensation benchmarking for the NEOs and Directors. Mercer was re-engaged by the G&CC in January 2015, to provide feedback on the NEO long term incentive structure.

The G&CC considered whether Mercer provided compensation advisory services or any other services to management, directors or members of management personally. Mercer does not provide compensation services to any of these parties. Accordingly the G&CC determined that Mercer would be able to provide independent advice related to executive compensation to the G&CC.

The reports of Mercer’s findings were presented to the G&CC on February 20, 2014 and February 24, 2015. Mercer provides advisory services to the G&CC as required. Third party compensation services engaged on behalf of management do not require G&CC pre-approval.

The following table details fees billed by compensation consultants or advisors for each if the two most recently completed financial years of the Corporation.

Name of Compensation Consultant or Advisor	Year(1)	Executive Compensation-Related Fees ($)	All Other Fees ($)
Mercer (Canada) Ltd.	2014	$18,169	$nil
	2013	$nil	$nil
Johnson & Associates(2)	2014	$nil	$1,000
	2013	$nil	$9,450

Notes:

(1) The Corporation's latest financial year end is the twelve months ended December 31, 2014.

(2) Johnson & Associates was hired by management to provide compensation benchmarking guidelines for non-NEO employees.

• 12 -

Summary Compensation Table

The following table sets forth all annual and long term compensation for services in all capacities to the Corporation for the three (3) most recently completed financial years (to the extent required by applicable securities laws) in respect of the NEOs, being the Chief Executive Officer ("CEO"), the Chief Financial Officer ("CFO"), the Chief Operating Officer (“COO”), and each of the next three most highly compensated executive officers or individuals acting in a similar capacity at the end of the most recently completed financial year whose total compensation was, individually more than $150,000. As at the financial year ended December 31, 2014, there were three (3) NEOs of ZCL, consisting of Ronald Bachmeier, President and CEO, Katherine Demuth, CFO and Kapul Gill, COO.

Name and position	Year(1)	Salary ($)	Share-based awards(2) ($)	Option- based awards(3) ($)	Non-equit plan com Annual incentive plans(4) ($)	y incentive pensation Long term incentive plans(4) ($)	All other Compensation(8) ($)	Total Compensation(5) ($)
Ronald Bachmeier(6)	2014	$349,272	$0	$0	$193,767	$0	$13,811	$556,850
Chief Executive Officer	2013	$330,600	$7,140(7)	$72,400	$212,940	$0	$12,864	$635,944
	2012	$279,000	$18,000(7)	$68,500	$99,905	$0	$11,200	$476,605
Katherine Demuth	2014	$238,154	$0	$0	$94,878	$0	$9,526	$342,558
Chief Financial Officer	2013	$231,731	$0	$54,300	$101,250	$0	$8,785	$396,156
	2012	$190,000	$0	$54,800	$79,924	$0	$7,600	$332,324
Kapul Gill(9)	2014	$253,761	$0	$0	$101,836	$0	$10,150	$365,747
Chief Operating Officer	2013	$238,846	$0	$54,300	$108,671	$0	$4,385	$406,202
	2012	$61,923	$0	$54,800	$24,525	$0	$0	$141,248

Notes:

• (1) The Corporation's latest financial year end is the twelve months ended December 31, 2014.

• (2) The share-based award amounts relate to RSUs. The fair value is determined using the market value of the Corporation's common share price at the time of grant. This method of calculating fair value is consistent with the requirement of International Financial Reporting Standards ("IFRS") at the date of grant, however for accounting purposes, changes in the market value of the Shares prior to the vesting date results in compensation expense for the RSUs being re-measured at each reporting period. For additional information on the RSUs granted see the "Long Term Equity Based Awards" discussion below.

• (3) The option-based awards consist solely of stock options. The stock options are valued using the Black-Scholes-Merton method in accordance with IFRS. There were no stock options awarded during 2014, however stock options were awarded to the NEOs in March of 2015. The NEOs were also awarded PSUs in March of 2015. For additional information on the option based awards granted see the "Long Term Equity Based Awards" discussion below.

• (4) The annual incentive plans relate to the Corporation's annual bonus program plan described under the "Compensation Discussion and Analysis – Components of Executive Compensation - Annual Variable Pay Program" section above.

• (5) The NEOs may have received enhanced group insurance benefits and automobile allowances that were not greater than the lesser of $50,000 or 10% of their total salary.

• (6) Mr. Bachmeier was appointed President and Chief Executive Officer effective August 8, 2012. Prior to that time, he was the Chief Operating Officer from 2008.

• (7) During 2013, 1,400 RSUs matured. Mr. Bachmeier was paid $5.10 per RSU. During 2012, 4,000 RSUs matured. Mr. Bachmeier was paid $4.50 per RSU. There were no RSU's granted in 2012, 2013 or 2014.

• (8) This figure represents the Corporation's matching of the RRSP program.

• (9) Dr. Gill was appointed Chief Operating Officer on September 10, 2012.

The compensation table for the NEOs above does not necessarily reflect actual monies earned by these individuals. No monies were actually paid for any of the options issued in 2012, or 2013.

Long Term Equity Based Awards

In 2015, our Board of Directors adopted a new Incentive Plan that can grant our executives a range of equity based incentives that encourage greater alignment with long-term shareholder interests. On March 5, 2015, NEOs were granted performance awards, specifically, PSUs. In addition, on March 12, 2015, NEOs were granted stock options. We have included both stock options and PSUs in the incentive plan; each vehicle satisfies different objectives and provides different value to the recipient. Stock options are used as a reward for shareholder value creation. PSUs reward performance that drives profitable growth, as well as focuses executives on metrics that drive share price.

• 13 -

The above Summary Compensation Table includes amounts related to stock options granted to NEOs. Additional information in respect of these grants, including the information used to calculate the values, is included below. No stock options were awarded during 2014, however stock options and PSUs were awarded to the NEOs in March, 2015.

The following table provides details in respect of stock options granted to each of the NEOs as at the end of the most recently completed financial year by the Corporation during the three (3) most recently completed financial years:

Name	Type(1)	Date of grant(2)	Number granted (#)	Exercise price ($)	Expiry date	Vesting terms	Black-Scholes- Merton value at date of grant ($)
Ronald Bachmeier	Options Options	Dec 2013 Dec 2012	40,000 50,000	$7.09 $4.72	Dec 2018 Dec 2017	Note 1 Note 1	$1.81 $1.37
Katherine Demuth	Options Options	Dec 2013 Dec 2012	30,000 40,000	$7.09 $4.72	Dec 2018 Dec 2017	Note 1 Note 1	$1.81 $1.37
Kapul Gill	Options Options	Dec 2013 Dec 2012	30,000 40,000	$7.09 $4.72	Dec 2018 Dec 2017	Note 1 Note 1	$1.81 $1.37

Notes:

(1) The stock options vest one third per year and expire in five years from the date of grant.

(2) Options that normally would have been issued in December 2014 were issued in March 2015.

Incentive Plan Awards

Outstanding Share-based Awards and Option-based Awards

The following table sets forth all awards outstanding at the end of the most recently completed financial year, December 31, 2014, for each of the NEOs as at the end of the most recently completed financial year. No stock options were awarded during 2014, however stock options were awarded to the NEOs on March 12, 2015.

			Option-ba	sed awards (1)		S	hare-based awa	rds (1)
Name	Type	Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercised in-the-money options(2)	Number of shares or units of shares that have not vested	Market value of share-based awards that have not vested	Market or payout value of vested share-based awards that have not been paid out or distributed
		(#)	($)		($)	(#)	($)	($)
Ronald Bachmeier	Options	40,000	$7.09	Dec 2018	$nil	-	-	n/a
	Options	50,000	$4.72	Dec 2017	$67,000	-	-	n/a
	Options	40,000	$3.15	Dec 2016	$116,400	-	-	n/a
	Options	25,000	$3.05	Jan 2016	$75,250	-	-	n/a
Katherine Demuth	Options	30,000	$7.09	Dec 2018	$nil	-	-	n/a
	Options	40,000	$4.72	Dec 2017	$53,600	-	-	n/a
	Options	40,000	$3.15	Dec 2016	$116,400	-	-	n/a
	Options	25,000	$3.05	Jan 2016	$75,250	-	-	n/a
Kapul Gill	Options	30,000	$7.09	Dec 2018	$nil	-	-	n/a
	Options	40,000	$4.72	Dec 2017	$53,600	-	-	n/a

Notes:

(1) For additional information on the outstanding option-based awards and share-based awards see the "Long Term Equity Based Awards" section above.

(2) The value of the option-based awards was determined by subtracting the market value of the Shares at December 31, 2014 of $6.06 from the exercise price and multiplying by the number of stock options outstanding.

• 14 -

Incentive Plan Awards – Value Vested or Earned during the Year

The following table sets forth for each of the NEOs as at the end of the most recently completed financial year, the aggregate dollar value that would have been realized if the options under the option-based awards of the Corporation had been exercised on the vesting date thereof and the aggregate dollar value realized upon vesting of share-based awards, for the most recently completed financial year ended December 31, 2014.

Name	Option-based awards - Value vested during the year ($)	Share-based awards - Value vested during the year ($)	Non-equity incentive plan compensation - Value earned during year ($)
Ronald Bachmeier	$86,221	nil	$193,767
Katherine Demuth	$81,754	nil	$94,878
Kapul Gill	$17,866	nil	$101,836

Termination and Change of Control Benefits

The Corporation has entered into the following contract agreements, plans or arrangements that provide for payments to an NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Corporation or a change in the NEO's responsibilities. The amount of compensation received pursuant thereto is noted under the header "Summary Compensation Table" in this Information Circular.

Mr. Ronald M. Bachmeier, with his promotion to President and Chief Executive Officer in 2012, entered into a two-year written employment agreement effective August 8, 2012, that automatically renews on a yearly basis thereafter. Pursuant to the agreement, Mr. Bachmeier is entitled to receive a base salary, stock options, as well as incentive compensation, in each of the Corporation's fiscal years. The receipt of stock options is at the discretion of the Board. The receipt of incentive compensation is based upon certain financial performance criteria of the Corporation and the discretion of the Board. Mr. Bachmeier’s employment agreement provides that, in the event of his employment being terminated for any reason other than primarily just cause or employee notice, he shall receive severance compensation equal to $337,428 (one year's base salary as at March 17, 2015). In addition, any vested stock options can be exercised up to 90 days after the termination date. Unvested stock options are forfeited immediately. If terminated for cause, any vested stock options also are forfeited on the termination date. No other benefits continue after termination.

Ms. Katherine L. Demuth, Chief Financial Officer, entered into a two-year written employment agreement effective December 15, 2010, that automatically renews on a yearly basis thereafter. Pursuant to the agreement, Ms. Demuth is entitled to receive a base salary, stock options, as well as incentive compensation, in each of the Corporation's fiscal years. The receipt of stock options is at the discretion of the Board. The receipt of incentive compensation is based upon certain financial performance criteria of the Corporation and the discretion of the Board. Ms. Demuth's employment agreement provides that, in the event of her employment being terminated for any reason other than primarily just cause or employee notice, she shall receive severance compensation equal to $231,750 (one year's base salary as at March 17, 2015). In addition, any vested stock options can be exercised up to 90 days after the termination date. Unvested stock options are forfeited immediately. If terminated for cause, any vested stock options also are forfeited on the termination date. No other benefits continue after termination.

Dr. Kapul Gill, Chief Operating Officer, entered into a written employment agreement effective September 10, 2012. Pursuant to the agreement, Dr. Gill is entitled to receive a base salary, stock options, as well as incentive compensation, in each of the Corporation's fiscal years. The receipt of stock options is at the discretion of the Board. The receipt of incentive compensation is based upon certain financial performance criteria of the Corporation and the discretion of the Board. Dr. Gill’s employment agreement provides that, in the event of his employment being terminated for any reason other than primarily just cause or employee notice, he shall receive severance compensation equal to $248,745 (one year's base salary as at March 17, 2015). In addition, any vested stock options can be exercised up to 90 days after the termination date. Unvested stock options are forfeited immediately. If terminated for cause, any vested stock options also are forfeited on the termination date. No other benefits continue after termination.

• 15 -

STATEMENT OF DIRECTOR COMPENSATION

Our Philosophy and Objectives

Our director compensation program is composed of three elements: (1) meeting fees, (2) chair retainers for directors acting as Chair of the Board or of a committee, and (3) equity-based awards. In 2015, we have moved from stock option awards to DSUs for our directors, which will be paid upon retirement. We reimburse our directors for reasonable out of pocket expenses and travel fees, but do not offer special benefits or perquisites. We believe this combination of fixed cash compensation and equity-based award compensation appropriately compensates our directors for their time and expertise and ensures their interests are aligned with creating long term shareholder value through their tenure on our Board.

The Board does not compensate Mr. Bachmeier for his service on the Board beyond the compensation he receives as President and CEO of ZCL. His compensation is fully disclosed under the heading “Statement of Executive Compensation.”

The Corporation has the following compensation for directors who are not employees of ZCL: annual retainer of $35,000 for the Board Chair and $25,000 for each other board member; an annual retainer of $7,500 for the Chair of the Audit Committee and $5,000 for the Chair of each other committee as established by the Board; Board meeting fee of $2,500 per meeting attended for the Chair of the Board and $1,000 per meeting attended for all other directors; and Committee meeting fees of $1,000 per meeting attended. For Special Committee meetings, when applicable, in addition to a meeting fee of $250 per meeting, the members each receive a lump sum payment of $15,000.

Minimum Share Ownership for Directors

The Board believes that the economic interests of directors should be aligned with those of Shareholders. To achieve this, the Board approved minimum share ownership guidelines for the directors such that, within a three-year period of becoming a Board member, each director is required to own stock in the Corporation equivalent to $50,000 Cdn.

Term Limits

The Board has not and does not believe it should establish term limits. Although having limits could help ensure fresh ideals and viewpoints on the board, it poses the disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increasing insight into our operations and, therefore, provide an increasing contribution to the board as a whole.

Upon retirement or resignation from the Board, a director is not entitled to, nor receives, any form of retirement compensation. The only payment received by a director upon retirement or resignation is the vested portion on his stock options and DSUs.

Gender Diversity Policy

ZCL has not adopted a specific policy for the identification and nomination of women directors and executive officers or implemented any specific targets in this regard. Notwithstanding the lack of such a formal policy or targets however, ZCL is committed to gender diversity at both the board and executive management levels and views it as a significant asset. Women have been and will continue to be considered by ZCL, the Board and the Governance and Compensation Committee in the making of executive officer appointments and director nominations. The existing number of women on the Board and in executive management roles is a factor considered in assessing potential new director and executive officer candidates. ZCL does not believe that the absence of a formal gender diversity policy or targets has to date had any direct negative impact on the number of women members of the Board and in executive management roles. Currently one out of three members of executive management (being 33%) and none of our seven Board members (being nil%) are women.

• 16 -

Director Compensation Table

The following table sets forth all compensation for directors, as such, for the most recently completed financial year ended December 31, 2014. As noted above, Mr. Bachmeier (the President and CEO of ZCL) does not receive compensation for his service as a director. No options were awarded during 2014, however DSUs were awarded on March 5, 2015.

Name	Fees earned ($)	Share- based awards ($)	Option- based awards(1) ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Anthony P. Franceschini	$58,500	n/a	$nil	n/a	n/a	n/a	$58,500
D. Bruce Bentley	$57,000	n/a	$nil	n/a	n/a	n/a	$57,000
Leonard A. Cornez	$58,500	n/a	$nil	n/a	n/a	n/a	$58,500
Allan S. Olson	$50,000	n/a	$nil	n/a	n/a	n/a	$50,000
Harold A. Roozen	$34,000	n/a	$nil	n/a	n/a	n/a	$34,000
Ralph B. Young	$32,000	n/a	$nil	n/a	n/a	n/a	$32,000

Notes:

(1) Options are valued using the Black-Scholes-Merton model calculations in accordance with the CICA Handbook.

Outstanding Share-based Awards and Option-based Awards – Directors

The following table sets forth all awards outstanding at the end of the most recently completed financial year, December 31, 2014, for each director other than Mr. Bachmeier (the President and CEO of ZCL). As noted above, Mr. Bachmeier does not receive compensation for his service as a director and his compensation as an executive is fully disclosed under the heading “Statement of Executive Compensation”. No options were awarded during 2014, however DSUs were awarded to Directors on March 5, 2015.

	(1)		Option-b	ased awards		S	hare-based a	wards
Name	Type	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options(2) ($)	Number of shares or units of shares that have not vested (#)	Market value of share- based awards that have not vested ($)	Market or payout value of vested share-based awards that have not been paid out or distributed ($)
Anthony P. Franceschini	Options	20,000	$7.09	Dec 2018	$nil	-	-	n/a
	Options	25,000	$4.72	Dec 2017	$33,500	-	-	n/a
	Options	20,000	$3.15	Dec 2016	$58,200	-	-	n/a
	Options	20,000	$3.05	Mar 2016	$60,200	-	-	n/a
D. Bruce Bentley	Options	15,000	$7.09	Dec 2018	$nil	-	-	n/a
	Options	20,000	$4.72	Dec 2017	$26,800	-	-	n/a
Leonard A. Cornez	Options	15,000	$7.09	Dec 2018	$nil	-	-	n/a
	Options	20,000	$4.72	Dec 2017	$26,800	-	-	n/a
	Options	20,000	$3.15	Dec 2016	$58,200	-	-	n/a
	Options	20,000	$3.05	Mar 2016	$60,200	-	-	n/a
Allan S. Olson	Options	15,000	$7.09	Dec 2018	$nil	-	-	n/a
	Options	20,000	$4.72	Dec 2017	$26,800	-	-	n/a
	Options	20,000	$3.15	Dec 2016	$58,200	-	-	n/a
	Options	20,000	$3.05	Mar 2016	$60,200	-	-	n/a
Harold A. Roozen	Options	15,000	$7.09	Dec 2018	$nil	-	-	n/a
	Options	20,000	$4.72	Dec 2017	$26,800	-	-	n/a
	Options	20,000	$3.15	Dec 2016	$58,200	-	-	n/a
	Options	20,000	$3.05	Mar 2016	$60,200	-	-	n/a
Ralph B. Young	Options	15,000	$7.09	Dec 2018	$nil	-	-	n/a

Notes:

(1) The stock options vest one third per year and expire in five years from the date of grant.

(2) The value of the unexercised in-the-money options was determined by subtracting the market value of the Shares at December 31, 2014 of $6.06 from the exercise price and multiplying by the number of stock options outstanding.

• 17 -

Incentive Plan Awards for Directors – Value Vested or Earned during the Year

The following table sets forth for each of the directors other than Mr. Bachmeier (the President and CEO of ZCL) for whom awards are outstanding as at the end of the most recently completed financial year, the aggregate dollar value that would have been realized if the options under the option-based awards of the Corporation had been exercised on the vesting date thereof and the aggregate dollar value realized upon vesting of share-based awards, for the most recently completed financial year ended December 31, 2014. As noted above, Mr. Bachmeier does not receive compensation for his service as a director and his compensation as an executive is fully disclosed under the heading “Statement of Executive Compensation”.

Name	Option-based awards - Value vested during the year ($)	Share-based awards - Value vested during the year ($)	Non-equity incentive plan compensation - Value earned during year ($)
Anthony P. Franceschini	$50,635	nil	nil
D. Bruce Bentley	$8,934	nil	nil
Leonard A. Cornez	$48,402	nil	nil
Allan S. Olson	$48,402	nil	nil
Harold A. Roozen	$48,402	nil	nil
Ralph B. Young	$nil	nil	nil

As at December 31, 2014, all of the incentive plan awards which expire March 2016 and December 2016 are vested, two thirds of the options that expire December 2017 are vested, and one third of the options that expire December 2018 are vested. No options were awarded during 2014, however DSUs were awarded to Directors in March, 2015.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

The following table sets forth information in respect of compensation plans under which equity securities of the Corporation are authorized for issuance for the Corporation's financial year ended December 31, 2014.

Plan Category	Number of securities to be issued upon exercise of outstanding Options, Warrants and Rights(1)	Weighted-average exercise price of outstanding Options, Warrants and Rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2)
Equity compensation plans approved by securityholders	1,516,716	$4.56	1,504,630
Equity compensation plans not approved bysecurityholders	n/a	n/a	n/a
Total:	1,516,716	$4.56	1,504,630

Notes:

(1) Between January 1, 2015 and March 17, 2015, 343,000 stock options were issued, 17,000 stock options expired and 48,500 stock options were exercised for a total of 1,794,216 stock options outstanding as at March 17, 2015.

(2) The Corporation is limited to granting options in a number equivalent to 10% of the issued and outstanding Shares on a non-diluted basis less the number of stock options outstanding under its stock option plan at the time of a grant. As at March 17, 2015, the Corporation had 1,231,980 securities remaining available for future issuance under equity compensation plans.

The Corporation does not have a specific policy to directly permit or prohibit NEOs or directors from purchasing financial instruments, including (i) prepaid variable forward contracts, (ii) equity swaps, (iii) collars, or (iv) units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation (including stock options) or Shares already held. There is also no specific policy to prohibit speculating in the securities of the Corporation through the shortsale of securities of the Corporation or through a buy or sell of a call or put option relating to the securities of the Corporation. However, it is the position of the Board and management generally that such transactions, depending on the particular circumstances, may be prohibited by the general provisions of the Corporation’s written Code of Conduct (in particular as it relates

• 18 -

to conflicts of interest) and the Corporation’s written Corporate Disclosure Policy (in particular as it relates to improper trading). Furthermore, the Board and management of the Corporation generally expect that no NEO or Director would partake in such transactions as it would not fit within the expectations, spirit and intent of the Corporation’s written Code of Conduct.

Stock Option Plan

The Corporation's current stock option plan was originally approved by the Shareholders on August 9, 2006. The Option Plan was amended pursuant to its terms by the Board as of December 8, 2008, March 10, 2009, March 7, 2012, and March 5, 2015. The Option Plan, as amended, was re-approved, ratified and confirmed by the Shareholders on May 9, 2009 and at the Annual General and Special Meeting on May 11, 2012. The Option Plan, as amended, has been included in Schedule C – Stock Option Plan (2015) and will be required to be approved in the amended and restated form at the Annual General and Special Meeting on May 8, 2015.

Eligible participants under the Option Plan include the directors, officers and key employees of the Corporation or any of its subsidiaries, and persons or companies engaged to provide ongoing management, consulting or other services to the Corporation or any of its subsidiaries for an initial, renewable or extended period of twelve months or more.

As at March 17, 2015, an aggregate of 1,794,216 options were outstanding under the Option Plan, representing approximately 6% of the issued and outstanding Shares. The number of Shares reserved for issuance under the Option Plan is fixed at a maximum of 10% of the total number of issued and outstanding Shares from time to time. The number of Shares reserved for issuance to insiders of the Corporation under the Option Plan and any other share-based compensation arrangement of the Corporation may not exceed 10% of the Corporation's issued and outstanding Shares on a non-diluted basis, and the number of Shares reserved for issuance to any one person under the Option Plan and any other share-based compensation arrangement of the Corporation may not exceed 5% of the issued and outstanding Shares on a non-diluted basis. The number of Shares reserved for issuance pursuant to grants to non-employee directors may not exceed 1% of the issued and outstanding Shares, and the value of options granted to any one nonemployee director may not exceed $100,000 in any 12 month period. Additionally, the number of Shares issued to insiders under all share-based compensation arrangements cannot exceed 10% of the outstanding Shares, the number of Shares issued to insiders pursuant to the exercise of Options within a 12 month period, under the Option Plan and all other share-based compensation arrangements of the Corporation may not exceed 10% of the issued and outstanding Shares, and Shares issued to any one insider and such insider's associates under all share-based compensation arrangements within a one-year period cannot exceed 5% of the outstanding Shares on a non-diluted basis. As at March 17, 2015, there are 1,231,980 reserved Shares remaining available for issuance pursuant to options granted under the Option Plan.

The period during which an option may be exercised shall be determined by the G&CC at the time the option is granted, but in any event shall not exceed a period of five years. The exercise price per Share shall be determined by the G&CC, but in any event, shall not be lower than the closing market price of the Shares on the TSX on the last trading day preceding the date of grant. In the event that no trades of Shares have taken place on the TSX on any trading day within a five-day period immediately preceding the date of grant, the G&CC shall select as the exercise price per Share the weighted average trading price of the Shares on the TSX over the last ten trading days on which the Shares traded on the TSX immediately preceding the date of grant.

Subject to the Business Corporations Act (Canada) or any other laws applicable to the Corporation, the G&CC may authorize the Corporation to loan money to any Optionee on such terms and condition as the G&CC may determine, to assist such Optionee to exercise and Option held by him.

Options granted under the Option Plan are not assignable or otherwise transferable except to a “permitted assign” as that term is defined in National Instrument 45-106 (Prospectus and Registration Exemptions), as the same may be amended, supplemented and/or replace from time to time, or by will or the laws of descent and distribution.

Options granted under the Option Plan expire on the earlier of the expiration of the set option period and 90 days after the date a holder ceases to hold the position of director, officer or key employee of the Corporation or any of its subsidiaries (provided that such holder has ceased to hold such position for a reason other than cause or death). In the event of the death of the holder, any option previously granted to such holder shall be exercisable for a period of six months after the date of death or on the expiry of the option period, whichever is sooner. In the event of a holder's termination for cause, any option previously granted to him or her shall immediately expire. If an option expires during a blackout period imposed by the Corporation, or within ten business days of a blackout period, the option will only be exercisable following the completion of the blackout period and any such option which would have otherwise expired during such period shall expire as of the date that is 10 business days following the end of the

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blackout period. In the event of a sale by the Corporation or all or substantially all of its assets or in the event of a change in control of the Corporation, each holder shall be entitled to exercise, in whole or in part, the options granted to such holder, either during the term of the option or within 90 days after the date of the sale or change of control, whichever first occurs.

Shareholder approval is not generally required for amendments to the Option Plan, except for any amendment or modification that:

• (i) increases the number of Share reserved for issuance under the Option Plan;

• (ii) reduces the exercise price of an option, except for the purpose of maintaining option value in connection with a conversion, change, reclassification, redivision, redesignation, subdivision or consolidation of Shares or a reorganization, amalgamation, consolidation, merger, takeover bid or similar transaction involving the Corporation (and for this purpose, cancellation or termination of an option prior to its expiry date for the purpose of reissuing options to the same option-holder with a lower exercise price will be considered an amendment to reduce the exercise price of an option);

• (iii) extends the term of an option beyond the maximum expiry date set out in the Option Plan (except where an expiry date would have fallen within a blackout period);

• (iv) extends eligibility to participate in the Option Plan to persons other than officers, directors, employees of the Corporation (or any affiliate) and consultants to the Corporation (or any affiliate);

• (v) extends the total value of Shares which may be granted to a non-employee director under the Option Plan or any other share-based compensation arrangement;

• (vi) amends the Insider participation limits set forth in the plan (currently not to exceed 10% of the issued and outstanding Shares on a non-diluted basis, and not to exceed 10% of the issued and outstanding Shares on a non-diluted basis within a one-year period);

• (vii) permits options to be transferred, other than for normal estate settlement purposes or to an RRSP or similar plan;

• (viii) permits awards other than options to be made under the Option Plan; or

• (ix) amends the amendment provisions of the Option Plan.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Management of the Corporation is not aware of any indebtedness outstanding to the Corporation by the directors, executive officers and employees or former directors, executive officers and employees of the Corporation, including indebtedness under securities purchase and other programs, as at the fiscal year ended December 31, 2014 or as at March 17, 2015.

DIRECTORS AND OFFICERS INSURANCE

The Corporation carries on its own behalf a directors' and officers' liability insurance policy. This policy has a coverage limit of $30,000,000 with an additional coverage of $10,000,000 which specifically insures directors in the event the company wide limit of $30,000,000 is consumed. The annual premium paid by the Corporation in the last completed fiscal year in respect of its directors' and officers' liability insurance as a group was $73,134 covering the period July 1, 2014 to June 30, 2015.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Management of the Corporation is not aware of any material interests, direct or indirect, of any informed person of the Corporation, any proposed director of the Corporation or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement of the Corporation's most recently completed financial year ended December 31, 2014 or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries, except as outlined below.

CCI Thermal Technologies Inc. of which Mr. Roozen is the Executive Chairman, was paid $90,000 in 2014 for certain manufacturing components that were supplied at normal commercial rates ($27,000 in 2013) and in the ordinary course of business.

CORPORATE GOVERNANCE MATTERS

Schedule "A" to this Information Circular contains a statement of the Corporation's existing corporate governance practices in accordance with NI 58-101.

MANAGEMENT CONTRACTS

Management functions of the Corporation are substantially performed by directors or senior officers of the Corporation and have not been performed, to any substantial degree, by any other person with whom the Corporation has contracted.

AUDIT COMMITTEE

Certain information regarding the Corporation's Audit Committee is contained in the Corporation's Annual Information Form dated March 17, 2015 which is filed on SEDAR at www.sedar.com. A copy of the Audit Committee Charter is also attached to such Annual Information Form as Schedule A thereto.

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PROXY INFORMATION

General

Instruments of proxy must be addressed to the Secretary of the Corporation and reach CST Trust Company, 600 The Dome Tower, 333 - 7^th Avenue SW, Calgary, Alberta, T2P 2Z1, Attention: Proxy Department, not later than 48 hours before the time for the holding of the Meeting or any adjournment thereof. Only Shareholders of record at the close of business on March 17, 2015 are entitled to receive notice of and to vote at the Meeting unless after that date a Shareholder of record transfers its Shares and the transferee, upon producing properly endorsed certificates evidencing such Shares or otherwise establishing that it owns such Shares, requests at any time prior to the Meeting that the transferee's name be included in the list of Shareholders entitled to vote, in which case such transferee is entitled to vote such Shares at the Meeting.

The instrument appointing a proxy shall be in writing and shall be executed by the Shareholder or his attorney authorized in writing or, if the Shareholder is a company, under its corporate seal or by an officer or attorney thereof duly authorized.

THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY ARE DIRECTORS OR OFFICERS OF THE CORPORATION. A SHAREHOLDER SUBMITTING THE PROXY HAS THE RIGHT TO APPOINT A PERSON TO ATTEND THE MEETING AS THE SHAREHOLDER'S REPRESENTATIVE (WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION) OTHER THAN THE PERSON DESIGNATED IN THE FORM OF PROXY FURNISHED BY THE CORPORATION. TO EXERCISE SUCH RIGHT, THE NAMES OF THE PERSONS DESIGNATED BY MANAGEMENT SHOULD BE CROSSED OUT AND THE NAME OF THE SHAREHOLDER'S APPOINTEE SHOULD BE LEGIBLY PRINTED IN THE BLANK SPACE PROVIDED.

Revocability of Proxy

A Shareholder or intermediary who has submitted a proxy may revoke it at any time prior to the exercise thereof by:

1. depositing an instrument in writing executed by him or by his attorney authorized in writing:

2. (a) at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or an adjournment of the Meeting, at which time the proxy is used; or

3. (b) with the Chair of the Meeting on the day of the Meeting or an adjournment of the Meeting; or

4. in any other manner permitted by law.

Persons Making the Solicitation

THE SOLICITATION IS MADE ON BEHALF OF THE MANAGEMENT OF THE CORPORATION. The costs incurred in the preparation and mailing of the Form of Proxy, the Notice and this Information Circular will be paid by the Corporation. In addition to the mailing of these materials, proxies may be solicited by personal interviews, telephone or e-mail by directors and officers of the Corporation, who will not be remunerated therefor. All costs associated with the solicitation of proxies by management of the Corporation will be borne by the Corporation.

Exercise of Discretion by Proxy

The Shares represented by proxy in favour of management nominees shall be voted on any ballot at the Meeting, and, where the Shareholder specifies the choice with respect to any matter to be acted upon, the Shares shall be voted on any ballot in accordance with the specification so made.

IN THE ABSENCE OF SUCH SPECIFICATION, SHARES WILL BE VOTED IN FAVOUR OF THE PROPOSED RESOLUTION. THE PERSONS APPOINTED UNDER THE FORM OF PROXY FURNISHED BY THE CORPORATION ARE CONFERRED WITH DISCRETIONARY AUTHORITY WITH RESPECT TO AMENDMENTS OR VARIATIONS OF THOSE MATTERS SPECIFIED IN THE PROXY AND NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS AND WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING. AT THE TIME OF MAILING OF THIS INFORMATION CIRCULAR, MANAGEMENT OF THE CORPORATION KNOWS OF NO SUCH AMENDMENT, VARIATION, OR OTHER MATTER.

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VOTING OF SHARES - ADVICE TO BENEFICIAL HOLDERS OF SECURITIES

The information set forth in this section is of significant importance to many Shareholders as a substantial number of the Shareholders hold their Shares through intermediaries such as brokers and their agents or nominees and not in their own name. Shareholders who do not hold their Shares in their own name (referred to in this Information Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of the Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered under the name of the Shareholder on the records of the Corporation. Such Shares will more likely be registered under the name of the Shareholder's broker or an agent or nominee of that broker. Shares held by brokers or their agents or nominees can only be voted for, or withheld from voting, or voted against any resolution upon the instructions of the Beneficial Shareholders. Without specific instructions, brokers, their agents or nominees are prohibited from voting Shares for their clients.

Applicable regulatory policy requires intermediaries and brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every intermediary and broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or agent or nominee thereof) is identical to the form of the proxy provided to registered Shareholders; however, its purpose is limited to instructing the registered shareholder how to vote on behalf of the Beneficial Shareholder. A Beneficial Shareholder receiving a proxy from an intermediary cannot use that proxy to vote Shares directly at the Meeting, rather the proxy must be returned to the intermediary well in advance of the Meeting in order to have the Shares voted. A Beneficial Shareholder may, however, request the intermediary to appoint the Beneficial Shareholder as a nominee of it as a proxyholder. A Beneficial Shareholder should contact the intermediary, broker or agents and nominees thereof, should it have any questions respecting the voting of the Shares.

Voting by Non-Registered Shareholders

Only registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, Shares owned by Beneficial Shareholders are registered either (a) in the name of an intermediary (an "Intermediary") that the Beneficial Shareholder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers, brokers, and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans); or (b) in the name of a clearing agency (such as the Canadian Depository of Securities Limited ("CDS")) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, the Corporation has distributed copies of the Information Circular and the accompanying Notice of Meeting together with the form of proxy and the Annual Audited Financial Statements (collectively the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to nonregistered holders of Shares.

Intermediaries are required to forward the Meeting Materials to non-registered holders unless a non-registered holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to non-registered holders. Generally, non-registered holders who have not waived the right to receive Meeting Materials will either:

1. be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number and class of securities beneficially owned by the non-registered holder but which is not otherwise completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the non-registered holder when submitting the proxy. In this case, the non-registered holder who wishes to vote by proxy should otherwise properly complete the form of proxy and deliver it as specified above under "Appointment Proxies"; or

2. be given a form of proxy which is not signed by the Intermediary and which, when properly completed and signed by the non-registered holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a "Voting Instruction Form") which the Intermediary must follow. Typically the non-registered holder will also be given a page of instructions, which contains a removable label containing a bar code and other information. In order for the form of proxy to validly constitute a Voting Instruction Form, the non-registered holder must remove the label from the instructions and affix it to the Voting Instruction Form, properly complete and sign the Voting Instruction Form and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

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In either case, the purpose of this procedure is to permit Beneficial Shareholder to direct the voting of Shares they beneficially own. If a Beneficial Shareholder who receives either form of proxy wishes to vote at the Meeting in person, the Beneficial Shareholder should strike out the persons named in the form of proxy and insert the Beneficial Shareholder's name in the blank space provided. Beneficial Shareholder should carefully follow the instructions of their Intermediary including those regarding when and where the form of proxy or Voting Instruction Form is to be delivered.

Voting by Internet

Shareholders may use the internet site at www.cstvotemyproxy.com to transmit their voting instructions. Shareholders should have the form of proxy in hand when they access the website. Shareholders will be prompted to enter their Control Number, which is located on the form of proxy. If Shareholders vote by internet, their vote must be received not later than 1:30 p.m. (Edmonton time) on Wednesday, May 6, 2015 or 48 hours prior to the time of any adjournment of the Meeting. The website may be used to appoint a proxy holder to attend and vote on a Shareholder's behalf at the Meeting and to convey a Shareholder's voting instructions. Please note that if a Shareholder appoints a proxy holder and submits their voting instructions and subsequently wishes to change their appointment, a Shareholder may resubmit their proxy and/or voting direction, prior to the deadline noted above. When resubmitting a proxy, the most recently submitted proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that the last proxy is submitted by the deadline noted above.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be found on the Corporation's website at www.zcl.com or on SEDAR at www.sedar.com. Security holders may contact the Corporation to request copies of the Corporation's financial statements and management's discussion and analysis as follows: ZCL Composites Inc., 1420 Parsons Road, SW, Edmonton, Alberta, T6X 1M5. Financial information is provided in the Corporation's comparative consolidated financial statements and management's discussion and analysis for the financial year ended December 31, 2014.

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SCHEDULE "A" STATEMENT OF CORPORATE GOVERNANCE PRACTICES

	Disclosure Requirement	Corporate Governance Practices of ZCL Composites Inc.
1.	Board of Directors
(a)	Disclose the identity of directors who are independent.	Anthony (Tony) P. Franceschini, Harold A. Roozen, Leonard A. Cornez, Allan S. Olson, D. Bruce Bentley and Ralph Young are considered independent, within the meaning of section 1.4 of National Instrument 52-110–Audit Committees("NI 52-110"), and none of them has had any relation that could, in the view of the Board, be reasonably expected to interfere with the exercise of his independent judgment.
(b)	Disclose the identity of directors who are not independent, and describe the basis for that determination.	Mr. Ron Bachmeier is not considered independent in that he is the President and CEO of the Corporation.
(c)	Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the board of directors does to facilitate its exercise of independent judgment in carrying out its responsibilities.	A majority of the directors are independent.
(d)	If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.	The existing directors are also directors of the reporting issuers set beside their respective names below: • Anthony P. Franceschini: Stantec Inc. (TSX/NYSE:STN), Esterline Technologies Corporation (NYSE:ESL) and AECON Group Inc. (TSX:ARE); • Allan S. Olson: Brookfield Residential Properties Inc. (TSX/NYSE:BRP); and • Ralph B. Young: Melcor Developments Ltd. (TSX:MRD) and Melcor REIT (TSX:MR.UN).
(e)	Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer's most recently completed financial year. If the independent directors do not hold such meetings, describe what the board does to facilitate open and candid discussion among its independent directors.	The independent directors regularly hold "in camera" sessions in the absence of members of management. Such "in camera" sessions are generally held at the end of regularly scheduled meetings of the Board. The number of Board meetings held during the fiscal year 2014 is disclosed below.
(f)	Disclose whether or not the Chair of the Board is an independent director. If the board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the board has neither a chair that is independent nor a lead director that is independent, describe what the board does to provide leadership for its independent directors.	Mr. Anthony P. Franceschini, the Chair of the Board is an independent director. The role of the Chair is to provide independent leadership to the Board to promote the effective and efficient discharge by the Board of its duties and responsibilities. Mr. Franceschini chairs all meetings of the Board by calling them to order, mediating all discussions during such meeting and ensuring that the agenda items are appropriately and completely covered. He also takes responsibility for ensuring that all Board members continue to be advised of all upcoming meetings.

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	Disclosure Requirement	Corporate Governance Practices of ZCL Composites Inc.
(g)	Disclose the attendance record of each director for all board meetings held since the beginning of the issuer's most recently completed financial year.	The attendance of the directors at meetings of the Board (and committees thereof) held during fiscal year 2014 is summarized below:
		Committee Meetings Attended Board Meetings Attended
		Ronald M. Bachmeier n/a 6/6
		D. Bruce Bentley 8/8 6/6
		Leonard A. Cornez 12/12 6/6
		AnthonyP. Franceschini 6/6 6/6
		Allan Olson 10/10 6/6
		Harold A. Roozen 3/6 3/6
		Ralph B. Young 3/4 6/6
		With respect to the 50% attendance record by Harold Roozen of both Committee and Board meetings in 2014, unavoidable circumstances prevented Mr. Roozen from attending certain Meetings, however he was still actively involved with the Corporation during these times. When unable to attend, communication occurred between the Directors and Mr. Roozen both before, and after, the applicable meetings. The lack of attendance was acceptable to the Board in each circumstance.
2.	Board Mandate
	Disclose the text of the board's written mandate. If the board does not have a written mandate, describe how the board delineates its role and responsibilities.	The Board's written mandate is included in Schedule B.
3.	Position Descriptions
(a)	Disclose whether or not the board has developed written position descriptions for the chair and the chair of each board committee. If the board has not developed written position descriptions for the chair and/or the chair of each board committee, briefly describe how the board delineates the role and responsibilities of each such position.	The Board has developed written position descriptions for the Chair of the Board and each of the Board committees. These position descriptions are reviewed annually by the Governance & Compensation Committee of the Board and the Board.
(b)	Disclose whether or not the board and CEO have developed a written position description for the CEO. If the board and CEO have not developed such a position description, briefly describe how the board delineates the role and responsibilities of the CEO.	The Board has established a written position description for the CEO, which forms an integral part of his employment contract, which is reviewed and evaluated annually.
4.	Orientation and Continuing Education
(a)	Briefly describe what measures the board takes to orient new directors regarding: (i) the role of the board, its committees and its directors, and (ii) the nature and operation of the issuer's business.	Senior management, along with certain Directors, provides an orientation to new Directors. New Directors are given a copy of the Governance Manual and the Director's Manual for additional information, which includes background information on the Corporation and its operating subsidiaries, financial information, details of the Corporation's policies and procedures and information concerning the organizational and legal structures of the Corporation. New Directors are also provided an opportunity to visit the various operations of the Corporation to familiarize themselves with the Corporation's operations and personnel.

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	Disclosure Requirement	Corporate Governance Practices of ZCL Composites Inc.
(b)	Briefly describe what measures, if any, the board takes to provide continuing education for its directors. If the board does not provide continuing education, describe how the board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors.	Directors are provided with a quarterly reporting package that provides a comprehensive review of the Corporation's financial operating results and conditions and any changes to reporting requirements. At regularly scheduled meetings, the Board receives and discusses reports concerning the operations and financial results of the Corporation and its operating subsidiaries. The Directors complete an assessment questionnaire which examines the qualifications and particular skills of each Board member, along with a review of the effectiveness and efficiency of the Board itself. Directors are also provided with and encouraged to review newsletters, professional publications and other publications relating to the Corporation's business and the role of directors, including committee functions. Directors are encouraged to, and some do, attend seminars and lectures relevant to the roles of directors and committee members. Board members who attend such seminars and lectures and read current publications on legislation and governance issues share their respective knowledge with other Board members. Operation's management are periodically invited to attend meetings of the Directors and the Directors visit operations' locations on occasion to maintain and improve the Directors' knowledge of the Corporation's business.
5.	Ethical Business Conduct
(a)	Disclose whether or not the board has adopted a written code for the directors, officers and employees. If the board has adopted a written code: (i) disclose how a person or company may obtain a copy of the code; (ii) describe how the board monitors compliance with its code, or if the board does not monitor compliance, explain whether and how the board satisfies itself regarding compliance with its code; and (iii) provide a cross-reference to any material change report filed since the beginning of the issuer's most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.	The Board has approved a written Code of Business Conduct and Ethics (the "Code") which provides a framework for our directors, officers and employees to support ethical decision making. We require all officers and employees to bi-annually certify that they have read and understood the Code. This Code is reviewed annually by the G&CC to ensure it complies with legal requirements and aligns with best practices. If amendments are needed, recommendations are made to the board for approval. The Board believes that providing a forum for employees and officers to raise concerns about ethical conduct and treating all complaints seriously fosters a culture of ethical conduct at ZCL. The Code is filed on SEDAR atwww.sedar.comand on the ZCL website atwww.zcl.com/investor-relationsin the “Governance” section. A copy of this document may be obtained from SEDAR, the ZCL website or directly from the Human Resource department of the Corporation. The Code provides a process by which actual or potential violations of its provisions are to be reported (on a confidential basis) to the CFO. In addition, the Corporation has adopted a Whistleblower policy and a hotline which enables a person to contact directly, on a confidential and anonymous basis, an outside firm, which, in turn, advises the Chair of the Audit Committee. The Chair of the Audit Committee provides a quarterly report to the Audit Committee summarizing the status of any active investigations of and the resolution of all complaints made through the whistleblower hotline. There have been no known instances where any officer or director has departed from the Code.

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	Disclosure Requirement	Corporate Governance Practices of ZCL Composites Inc.
(b)	Describe any steps the board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.	Directors who have, or may be reasonably perceived to have, a material interest in a transaction or agreement being contemplated by or involving the Corporation, are required to declare such interest at any meeting of the Board at which the matter is considered and to refrain from voting upon such matter. If required, an independent committee may be formed to consider such matters in the absence of interested directors and make recommendations to the Board.
(c)	Describe any other steps the board takes to encourage and promote a culture of ethical business conduct.	The Board and the Chair are always careful to ensure that the business of the Board and the Corporation is conducted in an ethical manner. The Corporation has adopted a Whistleblower policy which enables a person to contact directly, on a confidential and anonymous basis, an outside firm, which, in turn, advises the Chair of the Audit Committee. The Board and the Corporation have also adopted a Corporate Disclosure Policy to promote consistent disclosure practices and to ensure that insiders and employees of the Corporation do not trade securities at inappropriate times.
6.	Nomination of Directors
(a)	Describe the process by which the board identifies new candidates for board nomination.	The G&CC acts as a nominating committee to consider if and when new individuals are to be proposed for election/appointment to the Board, having regard to the competency, skills and personal qualities that candidates and existing members of the Board possess. To assist the G&CC with reviewing the skill set of director candidates, a competency matrix is a component of the Director Evaluation that sets forth the current make-up of the Board, allowing the G&CC to identify criteria that a new candidate for the Board should possess. Criteria in the matrix include, but are not limited to, operational management, board and industry experience and areas of expertise. Before making a recommendation on a new director candidate, the Chairman of the G&CC meets with the candidate to discuss the candidate’s interest and ability to devote the time and commitment required to serve on the Corporation's Board. In addition, when a potential candidate has been identified, they meet with the President & CEO and CFO of the Corporation to learn more about the Corporation.
(b)	Disclose whether or not the board has a nominating committee composed entirely of independent directors. If the board does not have a nominating committee composed entirely of independent directors, describe what steps the board takes to encourage an objective nomination process.	The Board has a G&CC currently composed of three (3) directors, all of whom are independent within the meaning of NI 52-110. The committee members are: • Harold Roozen (Chair); • Tony Franceschini; and • Allan Olson.
(c)	If the board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.	The Charter of the G&CC contains the responsibilities, powers and operational terms of the G&CC which are incorporated herein by reference. A copy of the Charter may be obtained directly from the Corporate Secretary of the Corporation or from the ZCL website at www.zcl.com/investor-relations in the “Governance” section. Under the Charter, the G&CC, amongst other items, (i) evaluates potential nominees to the Board by reviewing qualifications of prospective members and determining their relevance, taking into consideration current Board

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	Disclosure Requirement	Corporate Governance Practices of ZCL Composites Inc.
		composition and the anticipated skills required to round out the capabilities of the Board; (ii) annually recommends to the Board the nominees for election or re-election to the Board; and (iii) annually reviews and assesses the adequacy of its Charter. If vacancies occur on the Board, the G&CC recommends nominees to the Board.
7.	Compensation
(a)	Describe the process by which the board determines the compensation for the issuer's directors and officers.	The Board established the G&CC which is responsible to review and make recommendations to the Board regarding the adequacy and form of compensation for ZCL's officers and directors. The G&CC reviews compensation practices for comparable companies with a view to align ZCL's officers and directors with a comparable group median. Directors who are officers receive no additional remuneration for their services as directors. The G&CC, in conjunction with the Board, will review, at least annually, the base salary, incentive plans and equity based plans for the CEO. In addition, the G&CC will review the recommendations for non-CEO officers and any other key employees as identified by the CEO (who is responsible for establishing the terms of employment of officers, other than himself). The G&CC of the Board will periodically retain third party compensation consultants to evaluate executive and director compensation. A compensation consultant, Mercer (Canada) Ltd., was engaged by the G&CC in December 2013, with the mandate to develop a comparable peer group and perform compensation benchmarking for the NEOs and Directors. Mercer (Canada) Ltd. was re-engaged by the G&CC in January 2015 to provide feedback on the NEO long term incentive structure. For more information, please see under the heading "Statement of Executive Compensation" in this Information Circular.
(b)	Disclose whether or not the board has a compensation committee composed entirely of independent directors. If the board does not have a compensation committee composed entirely of independent directors, describe what steps the board takes to ensure an objective process for determining such compensation.	The Board has a G&CC currently composed of three (3) directors who are entirely independent, within the meaning of section 1.4 of NI 52-110. The committee members are: • Harold Roozen (Chair); • Tony Franceschini; and • Allan Olson.
(c)	If the board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.	The G&CC has the responsibility for: (i) annually reviewing the compensation policies and guidelines for the Corporation and, if the G&CC considers any changes to such policies and guidelines to be appropriate, recommending such changes to the Board for its consideration; (ii) reviewing and adjusting the base salary and other compensation of the Corporation's CEO as appropriate, keeping itself apprised of non-CEO officer compensation and providing to the CEO (who has responsibility for establishing the terms of employment of officers,other than himself)such

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	Disclosure Requirement	Corporate Governance Practices of ZCL Composites Inc.
		advice and direction as may be solicited by the CEO or as the G&CC may consider appropriate in relation to non-CEO officer compensation; (iii) annual performance appraisals of the CEO; (iv) reviewing the compensation of the Board and making recommendations as the G&CC considers appropriate; and (v) reviewing bonus plans and other incentive compensation such as options, DSUs, PSUs and RSUs and making recommendations in respect thereof.
8.	Other Board Committees
	If the board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.	The Board has a Health, Safety and Environment Committee and their function is to ensure that the Corporation's policies and practices in respect of health, safety and environmental matters are appropriate and are complied with on an ongoing basis.
9.	Assessments
	Disclose whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the board satisfies itself that the board, its committees, and its individual directors are performing effectively.	The G&CC has the responsibility for considering the membership needs of the Board and its committees, reviewing annually the composition of the Board and its committees, and, if considered appropriate, making recommendations to the Board in this regard. Further, the G&CC evaluates the effectiveness of the various committees and the Board as a whole. The G&CC approves the requests from directors or committees of directors respecting the engagement of special advisors, from time to time. The Chair, on at least a bi-annual basis, interviews each Board member for the purpose of assessing the effectiveness and contribution of the various individual directors and their committees, as well as the effectiveness of the Board as a whole.

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SCHEDULE "B" MANDATE OF THE BOARD OF DIRECTORS OF ZCL COMPOSITES INC. (the "Corporation")

Introduction to Stewardship Duties

The purposes and responsibilities outlined in this Mandate are meant to serve as guidelines rather than inflexible rules and the Board may adopt such additional procedures and standards as it deems necessary from time-to-time to fulfill its responsibilities.

The Board is responsible to Shareholders and others for the stewardship of ZCL Composites, Inc. (the "Corporation" or "ZCL"). The Board is responsible to oversee management of the business affairs of the Corporation and to act with a view to the best interests of the Corporation, growing value and maximizing return to Shareholders.

The Board has plenary power with respect to the Corporation. Any responsibility not delegated to management or a Committee of the Board remains with the Board.

General Legal Obligations of the Board

The Board is responsible for the following legal matter oversight:

• a) overseeing management to ensure legal requirements have been met, and documents and records have been properly prepared, approved and maintained;

• b) approving changes in the By-laws, Articles of Incorporation, matters requiring shareholder or shareholder approval, and agendas for shareholder and shareholder meetings;

• c) approving ZCL's legal structure, names and brands, mission statement and vision statement, and any amendments thereto;

• d) overseeing management to ensure compliance by the Corporation with all applicable securities laws, including continuous disclosure obligations and in relation to an offering of securities of the Corporation;

• e) overseeing management to ensure compliance by the Corporation with stock exchange rules.

The following business matters are the responsibility of the Board generally:

• a) to oversee the management of the business and affairs of ZCL including the relationships among the Corporation and its respective affiliates with their executives, affiliates, Shareholders, Directors and Officers;

• b) to act honestly and in good faith with a view to the best interests of ZCL;

• c) to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;

• d) to act in accordance with its obligations contained in the Business Corporations Act (Alberta), the Securities Act of each province and territory of Canada, other relevant legislation, regulations and policies, and the Corporation's Articles and Bylaws;

• e) in particular, it should be noted that the following matters must be considered by the Board as a whole:

• i. submit to the Shareholders any question or matter requiring the approval of the Shareholders;

• ii. fill a vacancy among the Directors or in the office of Auditor;

• iii. issue securities except in the manner and on the terms permitted by law and authorized by the Board;

• iv. declare dividends;

• v. purchase, redeem or otherwise acquire shares issued by the Corporation;

• vi. the payment of a commission to any person in consideration of that person purchasing or agreeing to purchase shares of the Corporation;

• vii. approve management proxy circulars;

• viii. approve takeover bid circulars or Directors' circulars;

• ix. approve any financial statements;

• x. adopt, amend or repeal By-laws of the Corporation.

Composition and Board Organization

Nominees for Directors are initially considered and recommended by the Compensation and Governance Committee of the Board, approved by the entire Board and appointed annually by the Corporation, in accordance with the direction given to the Corporation by vote of the Shareholders.

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The appropriate number of Directors from time-to-time will be determined to fairly reflect the investment in ZCL by those Shareholders other than a significant Shareholder or significant group of Shareholders.

A majority of Directors comprising the Board must qualify as "independent" Directors in accordance with the definition of "independent" Director from time-to-time under the requirements or guidelines for Board service under applicable securities laws and the rules of any stock exchange on which the Corporation's Shares are listed for trading. On at least an annual basis, the Board will conduct an analysis and make a determination as to the "independence" of each Board member.

Certain of the responsibilities of the Board referred to herein may be delegated to Committees of the Board. The responsibilities of those Committees will be as set forth in their respective mandates, as amended from time-to-time.

The Board's set of criteria for addressing composition of the Board will include the present and anticipated skill set needed by the Board, experience, ethics, education, time availability, involvement in activities that conflict with ZCL's business, term and the number of other directorships held. Other matters may be included that vary from time-to-time.

Duties and Responsibilities

Managing the Affairs of the Board of Governance

The Board operates by delegating certain of its authorities, including spending authorizations, to management and by reserving certain powers to itself. The legal obligations of the Board are described under the heading "General Legal Obligations of the Board." Subject to these legal obligations and to the Articles and By-laws of the Corporation, the Board retains the responsibility for managing its own affairs, including:

• a) developing the Board's approach to governance, including the development and maintenance of the Board Manual and the Governance Guidelines, which may be delegated to the Compensation and Governance Committee;

• b) planning its composition and size;

• c) selecting the Board Chair;

• d) nominating candidates for election to the Board;

• e) appointing Committees;

• f) determining Director compensation;

• g) developing position descriptions or terms of reference for the Board Chair and the Chair of each Committee of the Board, as well as for the President, Chief Executive Officer and for individual Directors;

• h) assessing the effectiveness of the Board itself, Committees and individual Directors in fulfilling their responsibilities at least annually.

Management and Human Resources

The Board has oversight responsibility for:

• a) the appointment and succession of the Chief Executive Officer and evaluating the Chief Executive Officer's performance, approving Chief Executive Officer compensation and providing advice and counsel to the Chief Executive Officer in the execution of the Chief Executive Officer's duties;

• b) satisfying itself as to the integrity of the Chief Executive Officer and that the Chief Executive Officer and other Executive Officers create a culture of integrity throughout the organization;

• c) approving a position description or terms of reference for the Chief Executive officer;

• d) reviewing Chief Executive Officer performance at least annually against agreed upon written goals and objectives that the Chief Executive Officer is responsible for meeting and that have been approved by the Board;

• e) approving decisions relating to senior management, including appointment and discharge of Officers, compensation and benefits for the Chief Executive Officer, acceptance of outside directorships on public companies by Executive Officers (other than not-for-profit organizations), and special arrangements with Executive Officers, or other employee groups;

• f) ensuring succession planning programs are in place, including programs to train and develop management;

• g) approving certain matters relating to all employees, including:

• i) the annual salary policy/program for employees;

• ii) new benefit program or material changes to existing programs.

Strategy and Plans

The Board has oversight responsibility to:

• a) participate with management in the development of, and ultimately approve, ZCL's strategic plan, which strategic plan will take into account, among other things, the opportunities and risks of the business;

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• b) approve annual capital and operating budgets that support ZCL's ability to meet its strategic objectives;

• c) approve the entering into, or withdrawing from, lines of business or geographic markets that are, or are likely to be, material to ZCL;

• d) approve financial and operating objectives used in determining compensation if they are different from the strategic, capital or operating plans referred to above;

• e) approve material divestitures and acquisitions;

• f) monitor ZCL's progress towards it goals, and to revise and alter its direction through management in light of changing circumstances.

Financial and Corporate Issues

The Board has oversight responsibility to:

• a) take reasonable steps to ensure the implementation and integrity of ZCL's internal control and management information systems;

• b) monitor operational and financial results;

• c) approve the Audit Committee recommendation to recommend appointment of external Auditors and approve Auditors' fees;

• d) approve annual and quarterly financial results as approved by the Audit Committee and to approve release thereof by management;

• e) approve any management proxy circular, annual information form and any documents incorporated by reference therein;

• f) approve dividends in respect of the Corporation's Shares;

• g) approve financings, changes in authorized capital, issue and repurchase of shares, issue, reissue, sell or pledge debt obligations of the Corporation, listing of shares and other securities, issue of commercial paper, and related prospectuses;

• h) approve banking resolutions and significant changes in banking relationships;

• i) review coverage, deductibles and key issues regarding corporate insurance policies;

• j) approve contracts, arrangements or commitments that may have a material impact on ZCL;

• k) approve the commencement or settlement of litigation that may have a material impact on ZCL;

• l) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation owned or subsequently acquired to secure any obligation of the Corporation.

Business and Risk Management

The Board has oversight responsibility for the following functions, which may be delegated to one or more Committees of the Board:

• a) ensure management identifies the principal business and financial risks and implements appropriate systems to manage these risks;

• b) ensure management procures appropriate insurance including Director and Officer insurance;

• c) review operating and financial performance relative to budgets or objectives;

• d) review reports from management on matters relating to, among others, ethical conduct, environmental management, employee health and safety, human rights, and related party transactions;

• e) to the extent the same have not been delegated to the Audit Committee, assess and monitor management control systems:

• iii) assess information provided by management and others (for example, external Auditors) about the effectiveness of management control systems;

• iv) understand principal risks and review whether ZCL achieves a proper balance between risk and returns, and that management ensures that systems are in place to address the risks identified.

• f) monitor ZCL's risk management process.

Policies and Procedures

The Board has oversight responsibility to:

• a) approve and monitor compliance with all significant policies and procedures by which ZCL is operated;

• b) direct management to ensure ZCL operates at all times within applicable laws and regulations and according to the Code of Business Conduct and Ethics Policy adopted by ZCL;

• c) review significant new corporate compliance policies or material amendments to existing policies.

Compliance Reporting and Communications

The Board has oversight responsibility to:

• a) ensure ZCL has in place effective communication processes with its Shareholders and other stakeholders and financial, regulatory and other recipients;

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• b) approve interaction with Shareholders on all items requiring shareholder response or approval;

• c) ensure that the financial performance of the Corporation is reported to Shareholders, other security holders and regulators in compliance with applicable law and regulations on a timely and regular basis, fairly and in accordance with generally accepted accounting principles;

• d) ensure the timely reporting of any other developments that have a significant and material impact on the value of the Corporation;

• e) Report annually to Shareholders on the Board governance for the preceding year.

Standards of Liability

Nothing contained in this Mandate is intended to expand applicable standards of liability under statutory, regulatory, common law or any other legal requirements for the Board or members of its Committees. The purposes and responsibilities outlined in this Mandate and accompanying Board materials are meant to serve as guidelines rather than inflexible rules and the Board may adopt such additional procedures and standards as it deems necessary from time-to-time to fulfill its responsibilities.

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SCHEDULE "C" Stock Option Plan (2015) Dated the [ • ] day of [ • ], 2015

(As amended effective December 8, 2008, March 10, 2009, March 7, 2012 and [ • ], 2015)

1. INTRODUCTION

1.1 Purpose

The purpose of Stock Option Plan (2015) (the "Plan") is to, among other things, secure for the Corporation and its shareholders the benefits of incentives inherent in share ownership by the directors, management and employees of the Corporation and other eligible persons who, in the judgment of the Board, will be largely responsible for its future growth and success. It is generally recognized that a stock option plan of the nature provided for herein aids in retaining and encouraging directors, management, employees and others of exceptional ability because of the opportunity offered them to acquire a proprietary interest in the Corporation.

1.2 Prior Option Plans

Upon receipt of all approvals that may be required pursuant to Section 3.6 hereof, the Plan will replace all prior stock option plans of the Corporation and all such prior plans will be of no further force and effect. All options and stock option agreements issued under any prior Stock Option Plans shall thereafter be deemed to be issued under the Plan and thereafter shall be governed under the Plan.

1.3 Definitions

Whenever used herein, the following words and expressions shall have the following meanings, namely:

• (a) "Blackout Period" has the meaning given thereto in Section 2.5.3;

• (b) "Board" means the board of directors of the Corporation as it may be constituted from time to time;

• (c) "Cashless Exercise Program" means the cashless exercise program arranged by the Corporation and a registered broker in connection with the Plan and all of the terms, conditions, policies and procedures related thereto as the same may be amended from time to time;

• (d) "Compensation Committee" means the compensation committee selected by the Board and having no less than three members;

• (e) "Corporate Disclosure Policy" means the Corporate Disclosure Policy of the Corporation as approved by the Board on November 1, 2007, as the same may be amended, superseded or replaced from time to time;

• (f) "Corporation" means ZCL Composites Inc., a corporation amalgamated under the laws of Canada;

• (g) "Eligible Directors" means the directors of the Corporation or any of its subsidiaries;

• (h) "Eligible Employees" means key employees of the Corporation or any of its subsidiaries including officers, whether or not directors, and including both full-time and part-time employees, whether or not they have a written employment contract with the Corporation;

• (i) "Eligible Members of Management" means the president, chief executive officer, chief operating officer, chief financial officer, any vice-president, the secretary, the treasurer or the general manager of the Corporation or any of its subsidiaries;

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• (j) "Eligible Service Providers" means persons or companies engaged to provide ongoing management, consulting or other services for the Corporation or any of its subsidiaries for an initial, renewable or extended period of twelve months or more;

• (k) "Exchange" means The Toronto Stock Exchange;

• (l) "Insider" of the Corporation means an insider as defined by the Exchange from time to time;

• (m) "Option" means an option granted under the terms of the Plan;

• (n) "Option Period" means the period during which an Option may be exercised;

• (o) "Optionee" means an Eligible Employee, Eligible Director, Eligible Member of Management or Eligible Service Provider to whom an Option has been granted under the terms of the Stock Option Plan;

• (p) "Participant" means, in respect of the Plan, an Eligible Employee, Eligible Director, Eligible Member of Management or Eligible Service Provider who elects to participate in the Plan;

• (q) "Revised Expiry Date" has the meaning given thereto in Section 2.5.3;

• (r) "Security Based Compensation Arrangements" means, collectively, stock options, stock option plans, performance warrants, employee stock purchase plans or any other compensation or Incentive mechanism involving the issuance or potential issuance of Shares or other securities of the Corporation to one or more eligible persons, including a purchase of Shares from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

• (s) "Shares" means the Common Shares of the Corporation from time to time authorized by the constating documents of the Corporation;

• (t) "Stock Option Agreement" means an agreement entered into pursuant to Section 2.4 hereof; and

• (u) "Stock Option Plan" or "Plan" means the plan established and operated pursuant to Part 2 hereof.

2. STOCK OPTION PLAN

2.1 Participation

Options shall be granted only to Eligible Employees, Eligible Directors, Eligible Members of Management and Eligible Service Providers. The securities that may be acquired by Participants upon the exercise of Options shall consist of authorized but unissued Shares.

2.2 Determination of Option Recipients

The Compensation Committee shall make all necessary or desirable determinations regarding the granting of Options to Eligible Employees, Eligible Directors, Eligible Members of Management and Eligible Service Providers and may take into consideration the present and potential contributions of a particular Eligible Employee, Eligible Director, Eligible Member of Management or Eligible Service Provider to the success of the Corporation and any other factors which it may deem proper and relevant.

2.3 Price and Vesting

The exercise price per Share and vesting requirements of any Options granted hereunder shall be determined from time to time by the Compensation Committee but, in any event, such exercise price per Share shall not be lower than the closing market

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price of the Shares on the Exchange on the last trading day preceding the date of grant. In the event that no trades of the Shares have taken place on the Exchange on any trading day within a five-day period immediately preceding the date of grant, the Compensation Committee shall select as the exercise price per Share the weighted average trading price of the Shares on the Exchange over the last ten trading days on which the Shares traded on the Exchange immediately preceding the date of the grant.

2.4 Grant of Options

The Compensation Committee may at any time authorize the granting of Options to such Eligible Employees, Eligible Directors, Eligible Members of Management and Eligible Service Providers as it may select for the number of Shares that it shall designate, subject to the provisions of the Plan.

Each Option granted to an Optionee shall be evidenced by an agreement or grant notification with terms and conditions consistent with the Plan and as approved by the Compensation Committee (which terms and conditions need not be the same in each case and may be changed from time to time).

2.5 Terms of Options

The Option Period for Options granted to Eligible Directors, Eligible Employees and Eligible Members of Management shall be of such length as is determined by the Compensation Committee but in any event shall not exceed a period of five (5) years commencing on the date such Option is granted, and may also be reduced with respect to any such Option as provided in Section 2.7 hereof. The Option Period for Options granted to Eligible Service Providers shall be of such length as is determined by the Compensation Committee but in any event shall not exceed a period of five (5) years commencing on the date the Option is granted and may also be reduced with respect to any such Option as provided in Section 2.7 hereof.

The expiry date set out in the Stock Option Agreement which benefits an Insider may only be extended if disinterested shareholder approval is obtained.

Subject to the other terms and conditions of this Plan, Options may be exercised in whole or in part at any time during the Option Period.

Except as set forth in Section 2.7 no Option may be exercised by an Optionee unless the Optionee is, at the time of such exercise:

• (a) in the case of an employee, in the employ of the Corporation or one of its subsidiaries and shall have been continuously so employed since the date of his Option, but absence on leave, having the approval of the Corporation, shall not be considered an interruption of employment for any purpose of the Plan;

• (b) in the case of a director, a director of the Corporation or one of its subsidiaries and shall have been such a director continuously since the grant of his Option; or

• (c) in the case of an officer, an officer of the Corporation or one of its subsidiaries and shall have been such an officer continuously since the grant of his Option;

provided, however, that Optionees who were granted Options by virtue of being Eligible Service Providers (and not in their capacity as Eligible Directors, Eligible Employees or Eligible Members of Management) at the time of such grant shall not be subject to the restrictions set out in (a), (b) or (c) of this Section 2.5.

No Optionee or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any Shares subject to an Option, unless and until certificates for such Shares are issued to him or them under the terms of the Plan.

2.5.1 Cash Exercise

• (a) Subject to the terms and conditions of the Corporate Disclosure Policy, at or after the time that any Option could be exercised by a Participant, the Participant may elect to exercise, in whole or in part, his or her rights under any Option by written notice given to the Corporation (or such other method as the Corporation may prescribe from

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time to time) stating that such Participant wishes to exercise his or her Option by making a payment in cash to the Corporation of a cash amount per optioned Share equal to the exercise price of the Option.

• (b) Notwithstanding Section 2.5.1, where the Compensation Committee considers it advisable to do so in the best interests of the Corporation, the Compensation Committee may, on notice to Participants, impose a limit on the aggregate number of Options which may be exercised in any quarter to Participants who elect to exercise their Options in accordance with Section 2.5.1.

• (c) The exercise of any Option in accordance with Section 2.5.1 will be contingent upon receipt by the Corporation of cash payment of the full purchase price of the Shares being purchased.

2.5.2 Cashless Exercise

• (a) Subject to the terms and conditions of the Corporate Disclosure Policy, at or after the time that any Option could be exercised by a Participant, the Participant may elect to exercise, in whole or in part, his or her rights under any Option by written notice given to the Corporation (or such other method as the Corporation may prescribe from time to time) stating that such Participant wishes to exercise his or her Option pursuant to the Cashless Exercise Program, provided it is then in effect. The Compensation Committee has the sole discretion to consent to or disapprove of the election of the Participant to exercise his or her Option pursuant to the Cashless Exercise Program pursuant to this Section 2.5.2. If the Compensation Committee disapproves of the election, the Participant may (i) exercise the Option in accordance with Sections 2.5 and 2.5.1 or (ii) retract the request to exercise such Option.

• (b) Notwithstanding Section 2.5.2, where the Compensation Committee considers it advisable to do so in the best interests of the Corporation, the Compensation Committee may, on notice to Participants, impose a limit on the aggregate number of options which may be exercised in any quarter to Participants who elect to exercise their Options in accordance with Section 2.5.2.

• (c) The exercise of any Option in accordance with Section 2.5.2 will be contingent upon full compliance with all of the terms, conditions, policies and procedures of the Cashless Exercise Program.

2.5.3 Blackout Periods

Notwithstanding the foregoing provisions of this section 2.5, unless otherwise determined by the Committee, if any Option granted hereunder is scheduled to expire or otherwise eligible to be exercised: (i) at a time when the holder of the Option is subject to restrictions on trading of securities of the Corporation under a trading "blackout" established by the Corporation (a "Blackout Period"); or (ii) within ten business days after the termination of a Blackout Period, the Option will, notwithstanding the eligibility for exercise or the scheduled expiry date of such Option, only be exercisable following the completion of the Blackout Period and any such Option which would have otherwise expired during such period shall expire as of the date that is 10 business days following the end of the applicable Blackout Period (the "Revised Expiry Date") and shall be exercisable by the holder at any time up to the applicable time on the Revised Expiry Date.

2.6 Lapsed Option

If Options are surrendered, terminated or expire without being exercised in whole or in part, new Options may be granted covering the Shares not purchased under such lapsed Options to the extent permitted by the Exchange.

2.7 Effect of Termination of Service or Death

• (a) If an Optionee shall die while he is an Eligible Employee, Eligible Director or Eligible Member of Management or during the 90 day period of time prescribed set forth in (c) of this Section 2.7, any Option held by the Optionee at the date of death shall be exercisable, but only by the person or persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or the laws of descent and distribution. All such Options shall be exercisable only for six months after the date of death or prior to the expiration of the Option Period in respect thereof, whichever is sooner.

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• (b) If an Optionee is terminated for cause by the Corporation from his position as an Eligible Service Provider, Eligible Director, Eligible Employee or Eligible Member of Management, no Option held by such Optionee may be exercised following the date of termination.

• (c) If an Optionee ceases to be an Eligible Service Provider, Eligible Director, Eligible Employee or Eligible Member of Management for any reason other than termination for cause or death, then the Options held by such Optionee at the effective date thereof (the "Cessation Date") shall be exercisable for a period of 90 days thereafter.

2.8 Effect of Change of Control

Notwithstanding any other provisions of this Plan, in the event of a change of control of the Corporation, all outstanding Options granted hereunder shall vest and be immediately exercisable and each holder thereof shall have the right to exercise part or all of the Options granted to him or her hereunder at any time up to and including (but not after) the earlier of: (i) the date which is ninety (90) days following the date of such change of control; and (ii) the expiry date of the Options.

For the purpose of the Plan, "change of control" of the Corporation means or shall be deemed to have occurred upon:

• (a) the acceptance by the shareholders of the Corporation ("Shareholders"), representing in the aggregate more than fifty percent (50%) of all issued and outstanding Shares, of any offer, whether by way of a takeover bid or otherwise, for any or all of the Shares;

• (b) the acquisition hereafter, by whatever means (including, without limitation, by way of an arrangement, merger or amalgamation), by a person (or two or more acting jointly or in concert), directly or indirectly, of the beneficial ownership of, or control or direction over, Shares or rights to acquire Shares, which together with such person's then owned Shares and rights to acquire Shares, if any, represent more than fifty percent (50%) in aggregate of all issued and outstanding Shares (except where such acquisition is part of a bona fide reorganization of the Corporation in circumstances where the affairs of the Corporation are continued, directly or indirectly, and where the shareholdings remain substantially the same following the reorganization as existed prior to the reorganization);

• (c) the passing of a resolution by the Corporation or the Shareholders to substantially liquidate the assets or wind-up or significantly rearrange the affairs of the Corporation in one or more transactions or series of transactions (including by way of an arrangement, merger or amalgamation) or the commencement of proceedings for such a liquidation, winding-up or re-arrangement (except where such resolution relates to a liquidation, winding-up or rearrangement as part of a bona fide reorganization of the Corporation in circumstances where the affairs of the Corporation are continued, directly or indirectly, and where the shareholdings remain substantially the same following the reorganization as existed prior to the reorganization);

• (d) the sale by the Corporation of all or substantially all of its assets (other than to an affiliate of the Corporation in circumstances where the affairs of the Corporation are continued, directly or indirectly, and where the shareholdings of the Corporation remain substantially the same following the sale as existed prior to the sale);

• (e) individuals who were proposed as nominees (but not including nominees under a shareholder proposal) to become directors of the Corporation immediately prior to a meeting of the Shareholders involving a contest for, or an item of business relating to the election of directors of the Corporation, not constituting a majority of the directors of the Corporation following such election; or

• (f) any other event which, in the opinion of the Board, reasonably constitutes a change of control of the Corporation.

Notwithstanding the foregoing, the Board may, in their discretion, by written agreement with any person to whom the above definition of "change of control" applies, modify such definition to make the application of it more restrictive on such person.

Notwithstanding the foregoing, a "change of control" shall not occur if, in the sole discretion of the Board, the transaction in question constitutes a bona fide reorganization of the Corporation or its subsidiaries in circumstances where the business

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of the Corporation and its subsidiaries is substantially continued and the shareholdings or ultimate ownership remains substantially the same upon completion of the transaction.

In the event that the Board passes a resolution approving, or the Corporation enters into an agreement providing for, a transaction which, if completed, would constitute a change of control, the Board may at its discretion resolve to permit holders to exercise all unexercised vested and unvested Options, conditional upon the occurrence of or immediately prior to the change of control, for the purpose of, as applicable, tendering the underlying Shares to the take-over bid or voting such Shares in respect of the resolution(s) pertaining to the transaction that would give rise to the change of control.

2.9 Effect of Amalgamation, Consolidation or Merger

If the Corporation amalgamates, consolidates with or merges with or into another corporation, any Shares receivable on the exercise of an Option shall be converted into the consideration that such Optionee would have otherwise been entitled to receive in connection with such consolidation or merger if the Participant had exercised his Option immediately prior to the record date applicable to such amalgamation, consolidation or merger, and the Option price shall be adjusted appropriately by the Compensation Committee and such adjustment shall be binding for all purposes of the Plan.

2.10 Adjustment in Shares Subject to the Plan

If there is any change in the Shares through a consolidation, subdivision or reclassification of Shares, or otherwise, the number of Shares available under the Plan, the Shares subject to any Option, and the exercise price thereof shall be adjusted appropriately by the Compensation Committee with a view to preserving to the extent reasonably possible the rights of the Optionee hereunder and such adjustment shall be effective and binding for all purposes of the Plan.

2.11 Loans to Optionees

Subject to the Business Corporations Act (Canada) or any other laws applicable to the Corporation, the Compensation Committee may at any time authorize the Corporation to loan money to any Optionee on such terms and conditions (including without limiting the generality of the foregoing, terms and conditions respecting whether such loan shall be made with or without recourse and whether and at what rate interest shall be payable thereon) as the Compensation Committee in its sole discretion may determine, to assist such Optionee to exercise an Option held by him.

2.12 Approval

The terms of the Options granted from time to time hereunder, and the Optionees to whom Options are granted, are subject to the Exchange accepting notice of such terms and proposed Optionees (if such acceptance is required by the Exchange).

3. GENERAL

3.1 Number of Shares

• (a) Subject to Section 3.2 below, the securities that may be acquired by Participants under this Plan shall consist of authorized but unissued Shares. Whenever used in this Section 3.1, the term "Shares" shall be deemed to include any other listed shares that may be acquired by a Participant upon the exercise of Options held by such Participant the terms of which have been modified in accordance with Section 3.9 below.

• (b) The aggregate number of Shares reserved for issuance under this Plan shall be fixed at a maximum of 10% of the total number of issued and outstanding Shares from time to time, such that the number of Shares reserved for issuance shall increase automatically with increases in the total number of Shares issued and outstanding. The prescribed maximum percentage may be subsequently increased to any other specified amount, provided the change is authorized by a vote of the Compensation Committee and the shareholders of the Corporation and is otherwise effected in accordance with the rules of the Exchange or any other stock exchange or exchanges on which the Shares are listed.

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• (c) If any Options granted under this Plan shall expire, terminate or be surrendered or cancelled for any reason without having been exercised in full, any unpurchased Shares to which such Options relate shall be available for the purposes of the granting of further Options under this Plan.

• (d) Shares which have been issued pursuant to the exercise of Options granted under this Plan since the inception of the Plan shall not be considered to reduce the maximum number of Shares which may be issued to Participants under Options issued and outstanding pursuant to this Plan or under options issued and outstanding pursuant to any other security based compensation arrangement of the Corporation.

3.2 Restrictions on the Granting of Options and the Issuance of Shares

• (a) The following restrictions apply to the reservation of Shares pursuant to Options:

• (i) the aggregate number of Shares reserved for issuance pursuant to Options granted to any one person, at any time, under all Security Based Compensation Arrangements, may not exceed 5% of the issued and outstanding Shares on a non-diluted basis;

• (ii) the number of Shares reserved for issuance pursuant to Options granted to Insiders, at any time, under all Security Based Compensation Arrangements, may not exceed 10% of the issued and outstanding Shares on a non-diluted basis;

• (iii) the aggregate number of Shares reserved for issuance pursuant to Options granted to Eligible Directors, who are not also Eligible Employees or Eligible Members of management, may not exceed 1% of the issued and outstanding Shares; and

• (iv) the aggregate value of Options granted to any single individual Eligible Director, who is not also an Eligible Employee or Eligible Member of Management, may not exceed $100,000 in any 12 month period.

• (b)

• The following restrictions apply to the issuance of Shares pursuant to the exercise of Options:

• (i) the number of Shares issued to Insiders pursuant to the exercise of Options within a one-year period, under all Security Based Compensation Arrangements, may not exceed 10% of the issued and outstanding Shares on a non-diluted basis: and

• (ii) the number of Shares issued to any one Insider and such Insider's associates, within a one-year period, under all Security Based Compensation Arrangements, may not exceed 5% of the issued and outstanding Shares on a non-diluted basis.

3.3 Transferability

Subject to the consent of the Compensation Committee, all Options granted pursuant to this Plan shall be personal to the Optionee and shall not be assignable or otherwise transferable except: (i) to a "permitted assign" as that term is defined in National Instrument 45-106 (Prospectus and Registration Exemptions) as the same may be amended, supplemented and/or replaced from time to time; or (ii) by will or the laws of descent and distribution. During the lifetime of a Participant all benefits and rights set out in a Stock Option Agreement and the associated Options may only be exercised by the Participant, or by the approved transferee of the Participant.

3.4 Employment

Nothing contained in the Plan shall confer upon any Participant any right with respect to employment or continuance of employment with the Corporation or interfere in any way with the right of the Corporation to terminate the Participant's employment at any time. Participation in the Plan by a Participant is voluntary.

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3.5 Record Keeping

The Corporation shall maintain a register in which shall be recorded:

• (a) the name and address of each Participant;

• (b) the number of Options granted to a Participant and the number of Options outstanding.

3.6 Necessary Approvals

The Plan shall be effective only upon the approval of the Exchange and, if required by the Exchange, of the shareholders of the Corporation in the manner prescribed by the Exchange from time to time.

The obligation of the Corporation to sell and deliver Shares in accordance with the Plan is subject to the approval of any governmental authority having jurisdiction and/or the Exchange, which may be required in connection with the authorization, issuance or sale of such Shares by the Corporation. If any Shares cannot be issued to any Participant for any reason including, without limitation, the failure to obtain such approval, then the obligation of the Corporation to issue such Shares shall terminate and any Option price paid to the Corporation shall be returned to the Participant.

3.7 Administration of the Plan

The Compensation Committee is authorized to interpret the Plan from time to time and to adopt, amend and rescind rules and regulations for carrying out the Plan. The interpretation and construction of any provision of the Plan by the Compensation Committee shall be final and conclusive. Administration of the Plan shall be the responsibility of the Compensation Committee and appropriate officers of the Corporation and all costs in respect thereof shall be paid by the Corporation.

3.8 Income Taxes

As a condition of and prior to participation in the Plan, a Participant shall authorize the Corporation in written form to withhold from any remuneration otherwise payable to such Participant any amounts required by any taxing authority to be withheld for taxes of any kind as a consequence of such participation in the Plan.

3.9 Amendments to the Plan and the Stock Option Agreement

• (a) This Plan is subject to the rules of the Exchange and of any other stock exchange or exchange facility through which the Shares may at any time be traded and/or posted (the "Rules"). To the extent that any provision of this Plan conflicts with any such Rules, such Rules shall govern and this Plan shall be deemed to be amended to be consistent herewith.

• (b) Subject to Section 3.9(c) below, the Compensation Committee may amend this Plan in any respect without the approval of the shareholders of the Corporation provided that such amendments are approved by the Exchange, and, without limiting the generality of the foregoing, the Board may make:

• (i) amendments of a technical, clerical or "housekeeping" nature, or to clarify any provision of this Plan;

• (ii) amendments providing for the termination or suspension of this Plan;

• (iii) amendments to respond to changes in legislation, regulations, stock exchange rules or accounting or auditing requirements;

• (iv) adjustments to outstanding Options in the event of certain transactions entered into by the Corporation;

• (v) amendments to the vesting provisions of any outstanding Option (including, without limitation, acceleration of vesting);

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• (vi) amendments with respect to the method or manner of exercise of any Option;

• (vii) amendments to the termination provisions set out in this Plan or any outstanding Option, provided no such amendment may result in: (i) an extension of any outstanding Option beyond 5 years from the original date of grant (without regard to extensions arising in respect of a Blackout Period); or (ii) the granting of an Option with an expiry date later than 5 years from the date of grant (without regard to an extension of the Option arising in respect of a Blackout Period); and

• (viii) adjustments to reflect stock splits, stock dividends or other alterations to the share capital of the Corporation.

• (c) Notwithstanding Section 3.9(b) above, shareholder approval and the approval of the Exchange will be required in respect of any amendment of this Plan approved by the Compensation Committee that:

• (i) increases the number of shares reserved for issuance under this Plan;

• (ii) reduces the exercise price of an Option, except for the purpose of maintaining option value in connection with a conversion, change, reclassification, redivision, redesignation, subdivision or consolidation of Shares or a reorganization, amalgamation, consolidation, merger, takeover bid or similar transaction involving the Corporation (and for this purpose, cancellation or termination of an Option prior to its expiry date for the purpose of reissuing Options to the same option-holder with a lower exercise price will be considered an amendment to reduce the exercise price of an Option);

• (iii) extends the term of an Option beyond the maximum expiry date set out in the Plan (except where an expiry date would have fallen within a Blackout Period);

• (iv) extends eligibility to participate in the Plan to persons other than officers, directors, employees of the Corporation (or any affiliate) and consultants to the Corporation (or any affiliate);

• (v) extends the total value of Shares which may be granted to an Eligible Director, who is not also an Eligible Employee or Eligible Member of Management, under this Plan or any other share compensation arrangement of the Corporation;

• (vi) amends the Insider participation limits set forth in Sections 3.2(a)(ii) and 3.2(b)(i) hereof;

• (vii) permits Options to be transferred, other than for normal estate settlement purposes or to an RRSP or similar plan;

• (viii) permits awards other than Options to be made under the Plan; or

• (ix) amends these amendment provisions of the Plan;

and no amendment of a nature referred to above in this Section 3.9(c) shall take effect until approved both by the Exchange and by resolution of the shareholders of the Corporation passed by a simple majority of votes cast in person or by proxy at the applicable meeting of shareholders.

3.10 No Representation or Warranty

The Corporation makes no representation or warranty as to the future market value of any Shares issued in accordance with the provisions of the Plan.

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3.11 Rights of Optionee

No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such option until certificates representing such Shares shall have been issued and delivered.

3.12 Governing Law

Except as otherwise set forth herein, the Plan shall be governed by the laws of the Province of Alberta excluding any conflicts of law, rule or principle which might refer such construction to the laws of another jurisdiction. 3.13 Interpretation

Words used herein importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

3.14 Compliance with Applicable Law, etc.

If any provision of the Plan or any agreement entered into pursuant to the Plan contravenes any law or any order, policy, by-law or regulation of the Exchange or any regulatory body having authority over the Corporation or the Plan then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith. The Plan and Stock Option Agreements entered into hereunder shall comply with the requirements of the Exchange.

DATED this [ • ] day of [ • ] 2015, being the date of approval by the shareholders of the Plan. (Together with amendments approved by the Board pursuant to Section 3.9 hereto effective December 8, 2008, March 10, 2009, March 7, 2012 and [ • ], 2015).