ECN Capital to hold special meeting Jan. 20

An anonymous director reports ECN CAPITAL ANNOUNCES FILING OF MANAGEMENT INFORMATION CIRCULAR AND RECEIPT OF INTERIM ORDER IN RELATION TO PROPOSED PLAN OF ARRANGEMENT WITH INVESTOR GROUP LED BY WARBURG PINCUS ECN Capital Corp. has filed and is in the process of mailing its management information circular and related materials to the holders of common shares of the company, the holders of the cumulative five-year minimum rate reset preferred shares, Series C, of the company and the holders of the mandatory convertible preferred shares, Series E, of the company in connection with the special meeting of shareholders scheduled to be held at 8:30 a.m. Toronto time on Tuesday, Jan. 20, 2026. At the meeting, common shareholders and Series E preferred shareholders will be asked to consider and, if deemed advisable, pass a special resolution approving a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario) involving ECN Capital and Sinatra CA Acquisition Corp. (the purchaser), a newly formed acquisition vehicle controlled by an investor group led by investment funds managed by Warburg Pincus LLC, pursuant to which the purchaser will acquire: (i) all of the issued and outstanding common shares for a price of $3.10 in cash per common share; (ii) all of the issued and outstanding Series C preferred shares for a price of $26 in cash per Series C preferred share (plus all accrued but unpaid dividends thereon); and (iii) all of the issued and outstanding Series E preferred shares for a price of $3.10 in cash per Series E preferred share (plus all accrued but unpaid dividends thereon), all as more particularly described in the circular. In addition, at the meeting, the Series C preferred shareholders will be asked to consider and, if deemed advisable, pass a special resolution approving the arrangement. Board recommendation Following receipt of the unanimous recommendation of a special committee of independent directors and advice from the company's lead financial adviser and outside legal counsel, the board of directors of the company unanimously (with conflicted directors abstaining) determined that the arrangement is in the best interests of ECN Capital and is fair to the common shareholders and Series C preferred shareholders, and unanimously (with conflicted directors abstaining) recommends that the common shareholders and Series E preferred shareholders vote for the arrangement resolution and that the Series C preferred shareholders vote for the Series C preferred shareholder resolution at the meeting. Voting at virtual meeting of shareholders The meeting is scheduled to be held in virtual-only format on Jan. 20, 2026, at 8:30 a.m. Toronto time. Shareholders can access the meeting on-line. The circular provides important and detailed instructions about how to participate in the meeting. Only registered shareholders as at the close of business on Dec. 16, 2025 (or their duly appointed and registered proxyholders), are entitled to receive notice of, participate and vote at the meeting. The deadline for completed proxies to be received by the company's transfer agent, Computershare Investor Services Inc., is Friday, Jan. 16, 2026, at 8:30 a.m. Toronto time (or, if the meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the time of the reconvened meeting). Shareholders are encouraged to cast their votes in advance of the proxy voting deadline. To be effective, the arrangement resolution must be approved by: (i) at least 66-2/3 per cent of the votes cast by the common shareholders and Series E preferred shareholders present or represented by proxy at the meeting, voting together as a single class; and (ii) a simple majority of the votes cast by the common shareholders present or represented by proxy at the meeting (excluding the common shares owned and/or controlled by Steven Hudson, Champion Homes Inc. and any other shareholders required to be excluded under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions)). The acquisition of the Series C preferred shares is conditional upon the approval of the Series C preferred shareholder resolution by: (i) at least 66-2/3rds per cent of the votes cast by the Series C preferred shareholders present or represented by proxy at the meeting; and (ii) a simple majority of the votes cast by the Series C preferred shareholders present or represented by proxy at the meeting (excluding votes of any Series C preferred shareholders required to be excluded under MI 61-101). Completion of the arrangement is not conditional upon obtaining approval from the Series C preferred shareholders, and, if the requisite approvals are not obtained, the Series C preferred shares will remain outstanding following closing of the arrangement in accordance with their terms. Shareholders are urged to carefully review and consider the circular and related materials, which contain important information concerning the arrangement and the rights and entitlements of the shareholders in relation thereto, and to consult with their financial, tax, legal or other professional advisers. The circular and related materials can be accessed on ECN Capital's website, as well as under ECN Capital's profile on SEDAR+. Shareholders who have any questions or require assistance in voting should contact ECN Capital's solicitation agent, Carson Proxy, by North American toll-free phone at 1-800-530-5189, by local phone or text at 416-751-2066, or by e-mail at [email protected]. Receipt of interim court order On Dec. 16, 2025, the Ontario Superior Court of Justice (commercial list) granted an interim order in providing for the calling and holding of the meeting and certain other matters related to the meeting and the arrangement. A copy of the interim order is included in the circular. The anticipated hearing date for the application for the final order of the court is Jan. 22, 2026. Subject to obtaining the required approval of shareholders at the meeting, the final order, and the satisfaction or waiver of the other conditions to implementing the arrangement as set out in the arrangement agreement between the company and the purchaser dated Nov. 13, 2025, including obtaining key regulatory approvals, the arrangement is expected to close in the first half of 2026. About ECN Capital Corp. With managed assets of $7.6-billion (U.S.), ECN Capital is a leading provider of business services to North American-based banks, institutional investors, and insurance company, pension plan, bank and credit union partners. ECN Capital originates, manages and advises on credit assets on behalf of its partners, specifically consumer (manufactured housing and recreational vehicle and marine) loans and commercial (floor plan and rental) loans. Its partners are seeking high-quality assets to match with their deposits, term insurance or other liabilities. These services are offered through two operating segments: (i) manufactured housing finance; and (ii) recreational vehicle and marine finance. We seek Safe Harbor.