MANAGEMENT INFORMATION CIRCULAROMNIBUS INCENTIVE PLANPROXY - 2026 SPECIAL MEETING (SES Management Information Circular March 16%2c 2026)

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

THE HOLDERS OF COMMON SHARES (THE "SHAREHOLDERS") OF SECURE WASTE INFRASTRUCTURE CORP. ("SECURE") ARE INVITED TO OUR ANNUAL MEETING OF SHAREHOLDERS (THE "MEETING").

The Business of the Meeting is to:

MEETING DETAILS

Date:

Thursday, April 30, 2026

Time:

11:00 A.M. (MST)

Audio conference call:

Toll-Free: 1-877-869-3847

Reference ID: 13758206 or SECURE

Record Date:

March 16, 2026

VOTING OPTIONS

Online:

https://vote.odysseytrust.com

Mail:

Complete, date and sign the enclosed form of proxy and return it to:

Odyssey Trust Company Attention: Proxy Department Traders Bank Building 1100 - 67 Yonge Street Toronto, Ontario M5E 1J8

At the Meeting

Refer to the Information Circular for more information

• Receive the audited consolidated financial statements and the auditor's report for the year ended December 31, 2025;

• Appoint the auditors of SECURE for the ensuing year and to authorize the board of directors of SECURE (the "Board") to set the remuneration of the auditors;

• Elect directors of SECURE for the ensuing year or until their successors are elected or appointed;

• Hold a non-binding "say on pay" advisory vote approving SECURE's approach to executive compensation;

• Transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The specific details of the matters to be brought before the Meeting are set forth in the information circular accompanying this notice (the "Information Circular"). Shareholders should review the Information Circular prior to voting.

The Right to Vote

Holders of common shares of SECURE as at the close of business on March 16, 2026, are entitled to receive notice of and to attend and vote at the Meeting, or any adjournment or postponement of the Meeting.

Voting

Consistent with the prior year, the Meeting will be conducted via live audio conference call. Your vote is important. Whether or not you plan to attend the Meeting, we encourage you to vote. Your participation as a Shareholder is very important to us.

If you are a registered shareholder and unable to attend the Meeting, you are requested to complete, date and sign the enclosed form of proxy and return it to Odyssey Trust, Attention: Proxy Department, Traders Bank Building, 1100, 67 Yonge Street, Toronto, Ontario M5E 1J8. You may also vote online at https://vote.odysseytrust.com or by fax at 1-800-517-4553. If you are a non-registered shareholder, you are requested to return the voting information form provided by your broker or other intermediary in accordance with instructions contained therein.

In order to be valid and acted upon at the Meeting, completed proxies or votes must be received by Odyssey Trust Company by 11:00 a.m. (Mountain Time) on Tuesday, April 28, 2026, or, in the case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed Meeting. A person appointed as proxyholder need not be a Shareholder. See the Information Circular for further instructions.

As described in the notice and access notification mailed to beneficial Shareholders of SECURE, we continue to deliver the Information Circular to beneficial Shareholders by posting it on our website at www.SECURE.ca. The use of this alternative means of delivery is more environmentally responsible as it will help reduce paper use and it will also reduce printing and mailing costs. The Information Circular will be available on SECURE's website, www.SECURE.ca, as of March 23, 2026, and will remain available on the website for at least one full year thereafter. The Information Circular will also be available under SECURE's profile on SEDAR+ at www.sedarplus.ca and will be mailed to registered Shareholders as required.

By order of the Board of Directors of SECURE Waste Infrastructure Corp.

Mick Dilger

Chair of the Board of Directors March 20, 2026

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS 2

2025 IN REVIEW 4

ABOUT THE MEETING 6

Participating in the Virtual Meeting 6

Who Can Vote 6

Voting Instructions 6

Notice-and-Access 10

Procedural Items 10

DIRECTOR NOMINEES OVERVIEW 14

DIRECTOR NOMINEES 15

Meeting Attendance 19

Director Share Ownership Requirements 20

Director Compensation 20

Directors' Summary Compensation Table 22

Outstanding Share-Based Awards 23

GOVERNANCE MATTERS 24

Board Structure 24

Board Committees 25

Independence 27

Ethical Business Conduct 28

Contacting the Board 29

Skills Matrix 29

Other Directorships 31

Board Performance and Development 32

Board Renewal, Diversity and Succession Planning 32

Orientation 33

Continuing Education 34

ESG and Climate Oversight 35

Cybersecurity 35

EXECUTIVE COMPENSATION OVERVIEW 39

Named Executive Officer Biographies 39

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS 40

Executive Compensation Philosophy 40

Executive Compensation Peer Group 40

Compensation Governance 41

Executive Share Ownership Requirements 43

Shareholder Engagement and Say on Pay 44

Clawback Policy 44

Elements of Total Compensation 45

Base Salary 46

Short-Term Incentives 47

Long-Term Incentives 49

Employee Group Savings Plan 52

Other Compensation 52

Performance Graph 52

CEO Compensation Analysis 53

2025 Executive Compensation Tables 54

Termination and Change of Control Benefits 56

Directors' and Officers' Liability Insurance and Indemnification Agreements 58

Securities Authorized for Issuance Under Equity Compensation Plans 58

OTHER DISCLOSURES 60

Principal Holders of Common Shares 60

Interest of Informed Persons in Material Transactions 60

Interest of Certain Persons or Companies in Matters to be Acted Upon 60

Cease Trade Orders, Bankruptcies, Penalties or Sanctions 61

Indebtedness of Directors and Executive Officers

. 61

Additional Information 61

Forward-Looking Statements 62

Non-GAAP and Other Financial Measures 63

SCHEDULES 64

SCHEDULE A: DESCRIPTION OF SHARE-BASED PLANS 65

SCHEDULE B: MANDATE OF THE BOARD OF DIRECTORS 73

CORPORATE OVERVIEW

SECURE Waste Infrastructure Corp. is a leading waste management and energy infrastructure business headquartered in Calgary, Alberta. SECURE's Waste Management segment is centered on a network of long-life, permitted processing, recovery, and disposal infrastructure across Western Canada and North Dakota that plays an essential role in the safe, efficient, and environmentally responsible management of waste generated by energy and industrial activity. Processing activities optimize the handling of hazardous and non-hazardous liquids, solids, emulsions, and industrial by-products, while recovery activities enable the recycling of metals and recovered oil, and disposal assets provide compliant, long-term solutions for residual waste. Specialty chemical solutions enhance processing efficiency and reduce waste intensity across the system. SECURE's Energy Infrastructure segment consists of crude oil terminals and storage facilities, and pipeline-connected infrastructure that enable the optimization, storage and movement of crude oil to market. SECURE undertakes value-added crude oil and natural gas liquids marketing and optimization activities.

2025 IN REVIEW

2025 was a year defined by resilience, disciplined execution, and continued progress on SECURE's longterm strategy as a leading waste management and energy infrastructure company. Despite a challenging operating environment characterized by lower commodity prices, cautious customer spending, and volatility in ferrous metals markets, SECURE delivered stable financial performance, advanced key infrastructure projects, and further strengthened its platform for sustainable growth.

Throughout the year, our infrastructure-backed business model demonstrated its ability to perform across market cycles. Approximately 80% of our earnings continued to be derived from recurring production and industrial activity, providing stability even as drilling and completion activity moderated. Proactive cost control, strong pricing discipline, and a continued focus on efficiencies allowed us to protect margins and generate meaningful free cash flow, reinforcing the durability of our asset base and operating strategy.

A defining theme of 2025 was execution in a challenging environment. Early in the year, teams across the organization responded decisively to emerging market headwinds by identifying opportunities to control costs, prioritize cash flow, and maintain operational reliability. These actions were driven at the operational level rather than through broad, top-down measures, reflecting a culture of accountability and ownership across the business. This collective discipline enabled SECURE to continue investing in growth, returning capital to shareholders, and maintaining balance sheet strength through a volatile year.

Safety remained a core focus in 2025. Following a more difficult safety performance in the prior year, the organization made meaningful progress strengthening its safety culture. While there is more work to be done, incident severity declined, reporting improved, and engagement across frontline teams increased. These improvements reflect an embedded commitment to operating safely and responsibly, particularly in a year that demanded high levels of focus and resilience from our workforce.

SECURE continued to advance its infrastructure growth strategy during the year, investing in customer-backed projects that enhance network capacity and generate long-term, recurring cash flows. Growth capital increased meaningfully as customer demand for capacity remained strong, even amid softer commodity prices. Key projects advanced or commissioned during the year included new produced water disposal capacity in the Montney region, the reopening and expansion of an industrial waste processing facility, continued development at key landfill sites, and further optimization of our metals recycling network and logistics capabilities. The majority of these investments were contract-backed and added new capacity in constrained regions.

The integration and repositioning of the metals recycling business was another important area of focus in 2025. While the segment faced near-term headwinds from global trade disruptions and U.S. steel tariffs, significant progress was made in expanding logistics capabilities, increasing rail capacity, improving processing efficiency, and diversifying end markets. These actions position the business for improved performance as market conditions normalize and underscore the strategic value of metals recycling within SECURE's broader waste infrastructure platform.

2025 also marked the completion of SECURE's strategic repositioning as a waste infrastructure company. The portfolio simplification, capital reallocation, and operational focus undertaken over recent years are now fully reflected in the Corporation's business mix, asset base, and market positioning. Our identity, strategy, and disclosure are aligned around long-life infrastructure assets that support the safe processing, recovery, recycling, and disposal of waste across energy and industrial markets.

We enter 2026 well positioned for the future, supported by a strong balance sheet, a visible pipeline of infrastructure projects nearing completion, and a resilient base business underpinned by recurring volumes and regulatory-driven demand. While external uncertainty remains, the Corporation enters the next phase of its strategy focused on execution, consistency, and incremental growth - building on a platform that has proven its ability to perform through challenging conditions while creating long-term value for shareholders.

MANAGEMENT INFORMATION CIRCULAR

MARCH 16, 2026

This Information Circular is delivered in connection with the solicitation of proxies by or on behalf of management of SECURE Waste Infrastructure Corp. for use at the annual meeting of holders of Common Shares. The solicitation will be primarily by mail, but proxies may also be solicited by telephone or electronic or oral communication by our directors, officers and employees. No remuneration will be paid to any person for soliciting proxies, but we may, upon request, pay to brokerage firms, fiduciaries or other persons holding Common Shares in their name for others, the charges entailed for sending out voting instruction forms ("VIF") to the persons for whom they hold Common Shares. The Corporation will be responsible for all costs incurred to solicit proxies.

SECTION I

ABOUT THE MEETING

Consistent with last year, we are holding the Meeting in a virtual only format that will be conducted via live audio conference call. We believe the use of technology-enhanced Shareholder communications is a powerful tool to facilitate individual investor participation. Applying technology to the Meeting allows a broader base of Shareholders to participate in the Meeting, regardless of their location. Shareholders will not be able to attend the Meeting in person.

Attending the Meeting via conference call allows Shareholders and duly appointed proxyholders to participate in the Meeting and ask questions, all in real time, as they would at an in-person meeting. Questions relating to the business of the Meeting may be raised when the particular item of business is being considered at the Meeting and will be addressed at that time, prior to voting on such item of business. All other questions will be answered following completion of the business of the Meeting. We reserve the right to edit or to exclude questions regarding topics that are not pertinent to the Meeting or company business. Similar questions may be aggregated by the moderator, and any questions pertinent to the Meeting that cannot be answered during the Meeting due to time constraints will be posted and answered on our website following the Meeting. In the interest of time at the Meeting, SECURE encourages all Shareholders to vote their Shares in advance of the Meeting in one of the manners set out in this Circular. If necessary, Registered Shareholders (defined herein) and duly appointed proxyholders can also vote at the appropriate time during the Meeting. Details on the manner in which votes may be cast are set out under the heading "Voting Instructions" below. To participate in the Meeting, Shareholders must:

• Dial-in to the Meeting Toll-Free at 1-877-869-3847. Meeting participants can dial in up to 30 minutes prior to the start of the Meeting.

• Provide the operator with Reference ID #13758206 or SECURE.

• Identify yourself by name and indicate whether you are a registered Shareholder, proxyholder, guest or other.

• Once dialed in, instructions will be provided as to how Registered Shareholders and duly appointed proxyholders may participate, vote and ask questions at the Meeting.

  Who Can Vote

  The Common Share transfer books of SECURE will not be closed, but the Board has fixed March 16, 2026, as the record date (the "Record Date") for the determination of Shareholders entitled to notice of and to attend and vote at the Meeting. Shareholders of record at the close of business on the Record Date are entitled to such notice and to vote at the Meeting, provided that, to the extent a Shareholder transfers the ownership of any of their Common Shares after the Record Date and the transferee of those Common Shares establishes that they own such Common Shares and requests, not later than 10 days before the Meeting, to be included in the list of Shareholders eligible to vote at the Meeting, such transferee will be entitled to vote those Common Shares at the Meeting.

  Voting Instructions

  Your vote is important. Please read this Information Circular carefully and then vote your Common Shares, either by proxy or during the Meeting.

  If you are a Shareholder of record at the close of business on the Record Date, you are entitled to receive notice of the Meeting and to vote your Common Shares at the Meeting. You can vote as follows:

• via mail;

• via internet;

• at the Meeting; or

• via appointing another person to attend the Meeting and vote your Common Shares for you.

  Please follow the instructions below based on whether you are a registered Shareholder (a "Registered Shareholder") or non-registered (or beneficial) Shareholder (a "Non-Registered Shareholder").

  You may authorize the directors and management of SECURE who are named on the proxy form or VIF to vote your Common Shares for you at the Meeting. A proxy form is included in this package and VIFs will be provided by your broker or other intermediary.

  The persons named on the proxy form or VIF are directors or management of SECURE. They will vote your Common Shares for you, unless you appoint someone else to be your proxyholder. You have the right to appoint another person or company to be your proxyholder. If you appoint someone else, such person must be present at the Meeting to vote your Common Shares. In the absence of direction, the Common Shares will be voted in favour of each of the matters put before Shareholders by management at the Meeting.

  If you return your proxy form or VIF and do not indicate how you want to vote your Common Shares, your vote will be cast:

• FOR the election of each of the nominees listed in this Information Circular for election as directors;

• FOR the appointment of KPMG LLP ("KPMG") as our auditors and authorizing the directors to set their remuneration; and

• FOR the non-binding advisory vote approving SECURE's approach to executive compensation.

If you plan on voting your Common Shares by proxy, our registrar and transfer agent, Odyssey Trust Company ("Odyssey"), must receive your completed proxy form at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting. Please follow the instructions below based on whether you are a Registered or Non-Registered Shareholder.

REGISTERED SHAREHOLDER

NON-REGISTERED SHAREHOLDER

You are a Registered Shareholder if your Common Shares are registered in your name.

You are a Non-Registered Shareholder if your broker, investment dealer, bank, trust company, trustee, nominee or other intermediary holds your Common Shares for you. Non-Registered Shareholders do not ordinarily have a share certificate representing their Common Shares. Most Shareholders are Non-Registered Shareholders.

If you are unsure if you are a Registered Shareholder or Non-Registered Shareholder, please contact Odyssey in any of the manners below:

BY MAIL: Odyssey Trust Company

Traders Bank Building - 1100, 67 Yonge Street Toronto, Ontario M5E 1J8

Attention: Proxy Department

BY TELEPHONE: 1-587-885-0960

BY INTERNET: https://www.odysseytrust.com

You do not need to complete or return your proxy form. You can vote at the Meeting by following the instructions provided at the Meeting when prompted.

1. By mail:

   • Complete, sign and date your proxy form and return it in the envelope provided.

   • Please see "Completing the Proxy Form if you are a Registered Shareholder" below for more information.

2. On the Internet:

   • Go to: https://vote.odysseytrust.com and enter your control number noted on your proxy form to vote your Common Shares at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting.

3. By appointing another person as your proxyholder to attend the Meeting and vote your Common Shares for you:

   • Your proxyholder does not have to be a Shareholder.

   • Insert the name of the person you are appointing as your proxyholder in the space provided, sign and return at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting.

   • Make sure that the person you appoint is aware that they have been appointed and attends the Meeting.

   • At the Meeting, by following instructions provided by the operator at the appropriate time.

   • Please see "Completing the Proxy Form if you are a Registered Shareholder" for more Information.

Complete your voting instructions, sign and date your proxy form and return it in the envelope provided so that it is received by Odyssey at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting.

When you sign the proxy form, unless you have duly appointed an alternate proxyholder, you are authorizing the appointees, Mick Dilger, Chairman of the Board, or failing him, Allen Gransch, President & Chief Executive Officer of SECURE, to vote your Common Shares for you at the Meeting. The Common Shares represented by proxy will be voted in favour or withheld from voting or voted against, as applicable, in accordance with your instructions on any vote that may be called for at the Meeting. In the absence of direction, the Common Shares will be voted in favour of each of the matters put before Shareholders by management at the Meeting.

If you are appointing someone else other than the management appointees to vote your Common Shares at the Meeting, insert the name of the person you are appointing as your proxyholder in the space provided. If you are completing your proxy on the internet, follow the instructions on the website on how to appoint someone else.

Your proxyholder will also vote your Common Shares as they see fit on any other matter, including any amendments or variations of matters identified in this Information Circular or that may properly come before the Meeting and in respect of which you are entitled to vote.

If you need help completing your proxy form, please contact Odyssey at: 1-587-885-0960.

We do not have access to the names or holdings of our Non-Registered Shareholders. That means you can only vote your Common Shares at the Meeting if you have previously appointed yourself as the proxyholder for your Common Shares by inserting your name in the space provided on the VIF which you receive from your intermediary and submit it as directed on the form. Your voting instructions must be received in sufficient time to allow your intermediary to provide voting instructions to Odyssey at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting.

Non-Registered Shareholders who have appointed themselves as proxyholder can vote at the Meeting by following instructions provided by the operator at the appropriate time.

Your intermediary is required to ask for your voting instructions before the Meeting. Please contact your intermediary if you did not receive a VIF in this package.

• In most cases, you will receive from your intermediary a VIF that allows you to provide your voting instructions by telephone, on the internet or by mail.

• Alternatively, you may receive from your intermediary a VIF which:

  • is to be completed and returned, as directed in the instructions; or

  • has been pre-authorized by your nominee indicating the number of Common Shares to be voted, which is to be completed, dated, signed and returned by you to Odyssey.

    HOW TO CHANGE YOUR VOTE Registered Shareholders

    If you wish to change a vote you made by proxy:

• Complete a proxy form that is dated later than the proxy form you are changing and mail it to Odyssey so that it is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting; or

• Vote again by fax or on the internet at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting.

  You can revoke a vote you made by proxy by:

• Voting live at the virtual Meeting by following the voting instructions set out in this Information Circular;

• Sending a notice of revocation in writing from you or your authorized attorney so that it is received at either:

  (a) the offices of Odyssey Trust Company, Attention: Proxy Department, Traders Bank Building, 1100, 67 Yonge Street, Toronto, Ontario M5E 1J8 (fax number: 1-800-517-4553); or (b) our registered office at 421 7th Avenue SW, Suite 4000, Calgary, Alberta: T2P 4K9, at any time up to and including the last business day preceding the day of the Meeting;

• Giving a notice of revocation in writing from you or your authorized attorney to the Chairman of the Meeting on the day of, but prior to the commencement of, the Meeting; or

• In any other manner permitted by law.

  Non-Registered Shareholders

  You may change your voting instructions given to an intermediary by notifying such intermediary in accordance with the intermediary's instructions.

  Notice-and-Access

  National Instrument 54-101 - Communications with Beneficial Owners of Securities of Reporting Issuer ("NI 54-101") and National Instrument 51-102 - Continuous Disclosure Obligations allow for the use of a "notice-and-access" regime for the delivery of proxy-related materials.

  Under the notice-and-access regime, reporting issuers are permitted to deliver proxy-related materials by posting them on SEDAR+ as well as a website other than SEDAR+ and sending a notice package to each securityholder receiving the proxy-related materials under this regime. The notice package must include: (i) the VIF; (ii) basic information about the Meeting and the matters to be voted on; (iii) instructions on how to obtain a paper copy of the proxy-related materials; and (iv) a plain-language explanation of how the notice-and-access system operates and how the proxy-related materials can be accessed online. Where prior consent has been obtained from a securityholder, a reporting issuer can send this notice package to shareholders electronically. This notice package must be mailed to securityholders from whom consent to electronic delivery has not been received.

  SECURE has elected to send this Information Circular to Non-Registered Shareholders using the notice-and-access regime. Accordingly, SECURE will send the above-mentioned notice package to Non-Registered Shareholders which includes instructions on how to access this Information Circular online and how to request a paper copy of this Information Circular for up to one year from the date of this Information Circular. Distribution of this Information Circular pursuant to the notice-and-access regime has the potential to substantially reduce printing and mailing costs and reduce our impact on the environment.

  Notwithstanding the notice-and-access regime, Alberta's Business Corporations Act ("ABCA") requires SECURE to: (i) deliver a paper copy of its annual financial statements to a Registered Shareholder unless such Registered Shareholder informs SECURE in writing that it does not want to receive a copy of the annual financial statements or provides written consent to electronic delivery; and (ii) deliver a paper copy of the Information Circular to a Registered Shareholder unless such Shareholder provides written consent to electronic delivery. In order to ensure compliance with the ABCA, Registered Shareholders who have not yet consented to electronic delivery will be mailed a paper copy of the Information Circular.

  SECURE will not send its proxy-related materials directly to non-objecting beneficial owners under National Instrument 54-101. SECURE will pay for proximate intermediaries to forward the proxy-related materials and the VIF to objecting beneficial owners under National Instrument 54-101.

  Procedural Items Quorum

  A quorum of Shareholders is present at the Meeting if two or more persons are present at the Meeting either holding personally or representing as proxies not less than 25% of the aggregate number of Common Shares entitled to vote at the Meeting.

  Voting Securities

  SECURE is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series. As of March 16, 2026, there are 218,020,431 Common Shares and no preferred shares issued and outstanding. Each Common Share carries the right to one vote on any matter properly coming before the Meeting.

  How the Votes are Counted

  Odyssey counts and tabulates the votes. It does this independently of SECURE to make sure that the votes of individual Shareholders are confidential.

  Odyssey refers proxy forms to SECURE only when:

• It is clear that a Shareholder wants to communicate with management;

• The validity of the proxy is in question; or

• It is required by law.

The items of business set out below will be covered at the Meeting. A simple majority (50 percent plus one) of votes cast FOR, by electronic means or by proxy at the Meeting is required to approve each of the matters proposed to come before the Meeting.

1. SECURE's Financial Statements

   SECURE's audited consolidated financial statements for the year ended December 31, 2025, and the auditor's report thereon will be received at the Meeting (the "Financial Statements"). The Financial Statements were provided to each Shareholder entitled to receive a copy. These can also be found online at www.SECURE.ca or www.sedarplus.ca.

   No formal action will be taken at the Meeting to approve the Financial Statements, which have already been approved by the Board. If any Shareholders have questions respecting the Financial Statements, the questions may be brought forward at the Meeting.

2. Appointing the Auditors and Fixing the Auditor's Remuneration

   The Board, on recommendation from the Audit Committee of the Board, recommends the appointment of KPMG, Chartered Accountants, as SECURE's independent auditors until the next annual meeting of Shareholders, at a remuneration to be set by the Board.

   The resolution appointing KPMG as SECURE's auditors must be passed by a simple majority of the votes cast with respect to the resolution by Shareholders participating by electronic means or by proxy at the Meeting. It is the intention of the persons named in the accompanying instrument of proxy, if not expressly directed to the contrary in such instrument of proxy, to vote the Common Shares represented by such proxies FOR the appointment of KPMG as independent auditors of the Corporation to hold office until the next annual meeting of Shareholders, at a remuneration to be set by the Board.

   At SECURE's 2025 annual and special meeting of Shareholders (the "2025 Meeting"), 181,468,021 of 181,664,090, (99.89%) votes were cast for the appointment of KPMG as the Corporation's auditors.

   KPMG was first appointed the auditor of the Corporation on May 8, 2015. For information regarding the fees paid to KPMG for the 2025 fiscal year see "Audit Committee Information" in the Corporation's Annual Information Form dated February 19, 2026, which is filed under SECURE's profile on SEDAR+ at www.sedarplus.ca and available on our website at www.SECURE.ca.

3. Electing the Board of Directors

   Information on the following eight director nominees begins on page 15.

   Rene Amirault	Mark Bly	Michael (Mick) Dilger
   Allen Gransch	Wendy Hanrahan	Joseph Lenz
   Susan (Sue) Riddell Rose	Deanna Zumwalt

   The directors that the Shareholders elect at the Meeting will hold office from the close of the Meeting until the next annual meeting of Shareholders or until their respective successor is elected or appointed.

   In accordance with SECURE's Majority Voting Policy (as described below), the resolution electing the directors must be passed by a simple majority of the votes cast by Shareholders participating by electronic means or by proxy at the Meeting. It is the intention of the persons named in the accompanying instrument of proxy, if not expressly directed to the contrary in such instrument of proxy, to vote the Common Shares represented by such proxies FOR the election of each of the nominees specified below as directors of the Corporation. Management has been informed that each of the proposed nominees has consented to serve as a director if elected.

   Majority Voting

   The attached instrument of proxy and VIF, as applicable, permits Shareholders to: (i) vote "FOR" or "WITHHOLD" their vote for each director nominee. The Board has adopted a Majority Voting Policy that provides that if the votes in favour of the election of a director nominee at an annual meeting of Shareholders represent less than a majority of the Common Shares voted and withheld at such meeting, the nominee will immediately submit his or her resignation to the Board and will not participate in any meeting of the Board or its committees at which the resignation is considered. The Majority Voting Policy is available on our website at https://www.SECURE.ca.

   The Corporate Governance and Nominating Committee must consider whether or not to accept the offer of resignation and must recommend to the Board whether or not to accept it. The Corporate Governance and Nominating Committee will consider whether any exceptional circumstances exist in considering whether or not to accept an offer of resignation from a director pursuant to this policy. The Board shall accept the resignation absent exceptional circumstances, as determined by the Board. The Board's decision to accept or reject the resignation will be disclosed to the public within 90 days of the applicable annual meeting. The resignation will be effective upon acceptance by the Board. The nominee will not participate in any committee or Board deliberations in respect of his or her resignation. Promptly following the decision of the Board to accept or reject the resignation, the Corporation will issue a news release disclosing the Board's decision and, if the Board determines not to accept resignation, the reasons for that decision. The policy does not apply in circumstances involving contested director elections. The Majority Voting Policy is available on our website at https://www.SECURE.ca.

   Shareholders should note that, as a result of the Majority Voting Policy, a "WITHHOLD" vote is effectively a vote against a director nominee in an uncontested election.

4. Non-binding "say on pay" advisory vote

   Information regarding SECURE's executive compensation practices is provided in this Information Circular. See "Executive Compensation" for more information. SECURE believes that Shareholders should have the opportunity to fully understand the objectives, philosophy and principles used to make executive compensation decisions and the "say on pay" advisory vote is intended to achieve this. The Corporation is committed to demonstrating leadership in evolving governance issues including executive compensation as well as providing Shareholders with clear, comprehensive and transparent disclosure relating to executive compensation and to receive feedback from Shareholders on this matter. It is SECURE's intention that this Shareholder advisory vote will form an important part of the ongoing process of engagement between Shareholders and SECURE on executive compensation and intends to hold an advisory say on pay vote annually. The Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions and in determining whether there is a need to significantly increase their engagement with Shareholders on compensation and related matters. SECURE will disclose the results of the Shareholder advisory vote as a part of its report on voting results for the Meeting.

   In the event that a significant number of Shareholders oppose the advisory resolution, the Board will consult with Shareholders (particularly those who are known to have voted against it) to understand their concerns and will review the Corporation's approach to compensation in the context of those concerns. Shareholders who have voted against the advisory resolution will be encouraged to contact the Board to discuss their specific concerns. Shareholders most recently approved an advisory say on pay resolution at the 2025 Meeting, which received 173,896,058 of 178,685,580 (97.32%) votes in favour. No comments were received from Shareholders following the advisory vote at the 2025 Meeting.

   The Board will disclose to Shareholders as soon as is practicable (ideally within six months), and no later than in the information circular for its next annual meeting of shareholders, a summary of the comments, if any, received from Shareholders in the engagement process and the changes to the compensation plans made or to be made by the Board (or why no changes will be made).

   Shareholders are encouraged to carefully review the information contained under the heading "Executive Compensation" in this Information Circular before voting on this matter. Shareholders with specific concerns are encouraged to contact SECURE by writing to 2300, 225 - 6th Avenue S.W., Calgary, Alberta, T2P 1N2 Attention: Chair, Human Resources and Compensation Committee. The Executive Compensation section of the Information Circular discusses our compensation philosophy, the objectives of the different elements of our compensation programs and the way we measure performance and make decisions. It explains how our compensation programs are focused on creating a pay-for-performance culture and are aligned with strong risk management principles and the long-term interests of Shareholders. This disclosure has been approved on the recommendation of the Human Resources and Compensation Committee of the Board ("HRCC").

   At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the following advisory resolution:

   "BE IT RESOLVED, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors or the Human Resources and Compensation Committee thereof, that the shareholders accept the approach to executive compensation disclosed in the information circular for the 2026 annual meeting of shareholders."

   In order to be adopted, the resolution must be approved by a simple majority of votes cast by Shareholders participating by electronic means or by proxy at the Meeting.

   As this is an advisory vote, the results will not be binding upon SECURE. However, in considering its approach to compensation in the future, SECURE will take into account the results of the vote, together with the feedback received from the Shareholders in the course of its other engagement activities. It is the intention of the persons named in the accompanying instrument of proxy, if not expressly directed to the contrary in such instrument of proxy, to vote the Common Shares represented by such proxies FOR SECURE's approach to executive compensation.

5. Other Business

At the Meeting, we may also transact such other business as may properly come before the Meeting.

Management knows of no amendment, variation or other matter to come before the Meeting other than the matters identified in the Notice of Meeting. However, if any other matter properly comes before the Meeting, proxies solicited hereunder will be voted on such matter in the discretion of, and according to, the best judgment of the proxyholder unless otherwise indicated on such proxy.

DIRECTOR NOMINEES OVERVIEW

The eight individuals listed in the table below are the current directors of the Corporation, and the nominees proposed by SECURE for election to the Board of Directors to serve until the next annual meeting of Shareholders or until their respective successor is elected or appointed. The proposed directors have a broad range of diverse experience and skills that will, in the determination of the Corporate Governance and Nominating Committee ("CGNC"), allow the Board to effectively carry out its mandate.

AC = Audit Committee I CGNC = Corporate Governance & Nominating Committee I HRCC = Human Resources & Compensation Committee I ESGC = Environment, Social & Governance Committee

Average age of 58 years

75% Independent

38% Female

Average tenure of 6 years

SECTION II

DIRECTOR NOMINEES

Corporate Director

Calgary, Alberta, Canada Age: 65

Non-Independent

Rene Amirault was appointed as Board Vice Chairman on May 1, 2024. He previously served as the Chief Executive Officer of SECURE from November 2, 2022, to April 30, 2024, and as President and Chief Executive Officer of SECURE from March 2007 to November 1, 2022. Mr. Amirault was elected a director and appointed as Chairman of the Board on June 1, 2007, and served as Chairman of the Board until July 2, 2021. From January 2006 to March 2007, he was an independent businessperson. Mr. Amirault held various roles at Canadian Crude Separators Inc. and CCS Income Trust from August 1994 to January 2006, including Vice President roles in Sales and Marketing, Business Development and Corporate Development. Mr. Amirault held various positions with Imperial Oil Ltd. from 1981 to 1994. Mr. Amirault currently serves as a director of Tamarack Valley Energy Ltd. Mr. Amirault received a Certified General Accountant designation in 1984.

Director Since: June 1, 2007

Tenure: 18.8 years

Committees: Environment, Social and Governance Committee

Other Public Directorships: Tamarack Valley Energy Ltd. (TSX)

Prior Year Voting Results: For: 177,155,838 (99.14%) Withheld: 1,529,742 (0.86%)

Securities Held at March 16, 2026: Shares Held: 1,956,551

DSUs Held: 30,510

RSUs Held: 36,934

PSUs Held: 244,977

Total Value at March 16, 2026: $47,421,515

Corporate Director

Incline Village, NV, USA Age: 66

Independent

Mark Bly was appointed to the Board on March 2, 2022. He currently serves as Chairman of Baytex Energy Corp. Mr. Bly is an independent businessman with over 35 years of experience in the oil and gas industry, primarily with BP PLC ("BP"), a global integrated energy company. Mr. Bly led several key exploration and production units for BP in Alaska, the North Sea and in North America. Subsequently he was a member of the E&P Executive Group, overseeing an international portfolio. In his final role as Executive Vice President, Safety and Operations Risk, he led the transformational program to drive operational excellence and risk management across all of BP's global activities. Mr. Bly holds a Masters of Science degree in structural engineering from the University of California, Berkeley and a Bachelor of Science degree in civil engineering from the University of California, Davis.

Director Since: March 2, 2022

Tenure: 4.0 years

Committees: Corporate Governance & Nominating Committee, Environment, Social and Governance Committee

Other Public Directorships: Baytex Energy Corp. (TSX, NYSE)

Prior Year Voting Results: For: 176,811,902 (98.951%) Withheld: 1,873,660 (1.049%)

Securities Held at March 16, 2026: Shares Held: 70,000

DSUs Held: 97,863

Total Value at March 16, 2026: $3,508,337

Executive Chairman of Ricochet Oil Corp.

Calgary, Alberta, Canada Age: 63

Independent

Michael (Mick) Dilger was appointed as Board Chairman of SECURE on January 5, 2023. Mr. Dilger is Executive Chairman of Ricochet Oil Corp, an Alberta based private oil & gas producing company, a position he has held since April 2024. Prior thereto Mr. Dilger was President & Chief Executive Officer (and director) of Pembina Pipeline Corporation ("Pembina") from January 2014 to November 2021. Prior thereto he was Pembina's President and Chief Operating Officer and before then, held a number of other senior positions within Pembina starting in 2005. Before joining Pembina, Mr. Dilger worked as a senior executive in various financial and business development positions in successful oil and gas as well as infrastructure companies, including TransCanada, NOVA Corporation and Hess Oil. Mr. Dilger was a director of Trilogy Energy Trust for 14 years, where he served as Chairman of the Health, Safety & Environment Committee until 2017, when Trilogy was sold. Mr. Dilger was co-chair of the 2016 United Way of Calgary campaign. Mr. Dilger has been a Chartered Professional Accountant since 1989 and holds a Bachelor of Commerce degree from the University of Calgary.

Director Since: January 5, 2023

Tenure: 3.2 years

Committees: Human Resources and Compensation Committee

Other Public Directorships: N/A

Prior Year Voting Results: For: 176,918,777 (99.01%) Withheld: 1,766,803 (0.99%)

Securities Held at March 16, 2026: Shares Held: 300,000

DSUs Held: 111,180

Total Value at March 16, 2026: $8,593,662

President and CEO of the Corporation

Calgary, Alberta, Canada Age: 49

Non-Independent

Allen Gransch was appointed as President & Chief Executive Officer of SECURE on May 1, 2024, and was elected a director on April 26, 2024. Mr. Gransch joined SECURE in September 2007. From 2012 to 2017, Mr. Gransch held the position of Executive Vice President and Chief Financial Officer. In September 2017, Mr. Gransch was appointed Executive Vice President, Corporate Development. In April 2019, Mr. Gransch was appointed Chief Operating Officer, Midstream. In July 2021, upon completion of SECURE's merger with Tervita, Mr. Gransch further expanded his role as the Chief Operating Officer of both the Midstream Infrastructure and Environmental Solutions operating segments. In November 2022, Mr. Gransch was appointed President of SECURE. Prior to joining SECURE, Mr. Gransch was a Senior Manager with PricewaterhouseCoopers LLP. From 1999 to 2007, Mr. Gransch held various positions from Associate to Senior Manager with PricewaterhouseCoopers LLP located in Calgary, Alberta; Georgetown, Cayman Islands; and Saskatoon, Saskatchewan. Mr. Gransch is a Chartered Professional Accountant and attended the University of Saskatchewan, where he earned a Bachelor of Commerce degree and his Masters of Professional Accounting degree.

Director Since: April 30, 2024

Tenure: 2.0 years

Committees: N/A

Other Public Directorships: N/A

Prior Year Voting Results: For: 178,262,352 (99.76%) Withheld: 423,228 (0.24%)

Securities Held at March 16, 2026: Shares Held: 562,372

PSUs Held: 504,239

RSUs Held: 112,071

Total Value at March 16, 2026: $24,634,454

Corporate Director

Calgary, Alberta, Canada Age: 67

Independent

Wendy Hanrahan was appointed as a director of the Corporation on March 15, 2023. Ms. Hanrahan served as Executive Vice-President, Corporate Services of TC Energy Corporation from 2011 up until her retirement in 2021. In this role, Ms. Hanrahan provided strategic and functional leadership for human resources, business process integration, internal communications, information systems, supply chain, aviation, and facilities services. Prior thereto, Ms. Hanrahan held a variety of key leadership roles at TC Energy Corporation in finance and accounting, corporate strategy, and in the gas transmission business since 1995, including the role of Vice President, Human Resources from 2005 to 2010. Prior to joining TC Energy Corporation, Ms. Hanrahan worked in various accounting roles at Gulf Canada Resources and was an Audit Manager at Ernst & Young. Ms. Hanrahan previously served on the Board of Directors of Stuart Olsen Inc. from 2009 to 2018 where she chaired the Human Resources and Compensation Committee and served on the Audit and Governance Committees. Her community involvement has included various Board and committee positions including the Heritage Park Society, Canadian Mental Health Association, CARE Canada, and Mount Royal University. Ms. Hanrahan holds a Bachelor of Science in Business Administration from the University of South Carolina and received her designation as a Chartered Accountant in 1988.

Director Since: March 15, 2023

Tenure: 3.0 years

Committees: Audit Committee, Human Resources and Compensation Committee

Other Public Directorships: N/A

Prior Year Voting Results: For: 177,538,674 (98.36%) Withheld: 1,146,906 (0.64%)

Securities Held at March 16, 2026: Shares Held: 46,900

DSUs Held: 61,083

Total Value at March 16, 2026: $2,256,845

Managing Director at TPG Angelo, Gordon & Co.

New York, USA

Age: 37 Independent

Joseph Lenz was appointed to the Board on November 1, 2022, as the TPG Angelo Gordon Nominee (defined herein), pursuant to the Shareholder Agreement - see "Shareholder Agreement" for more information. Mr. Lenz serves as a Partner and Co-Head of Research of TPG AG Credit Solutions, an approximately $20 billion strategy at TPG a leading global asset manager. Mr. Lenz first joined TPG Angelo Gordon in 2012. For two years prior thereto, Mr. Lenz worked in the investment banking division at Morgan Stanley. Mr. Lenz previously served as a director of Anywhere Real Estate from 2024 to January 2026, and of Northern Oil and Gas Inc. from 2018 to 2019. Mr. Lenz holds a Bachelor of Arts degree from the University of Pennsylvania.

TPG Angelo Gordon was a shareholder of Tervita prior to the merger and, through its affiliate currently holds approximately 9% of SECURE's outstanding shares.

Director Since: November 1, 2022

Tenure: 3.4 years

Committees: Audit Committee, Corporate Governance & Nominating Committee

Other Public Directorships: N/A

Prior Year Voting Results: For: 175,074,127 (97.98%) Withheld: 3,611,453 (2.02%)

Securities Held at March 16, 2026: Shares Held: nil

DSUs Held: nil

Total Value at March 16, 2026: nil

President and Chief Executive Officer of Rubellite Energy Corp.

Calgary, Alberta, Canada Age: 61

Independent

Susan (Sue) Riddell Rose was appointed a director of SECURE on July 2, 2021, in connection with the acquisition of Tervita (the "Tervita Transaction"). She was previously a director of Tervita beginning in July 2018 following the merger of Tervita with Newalta Corporation, and served on the Newalta Corporation board of directors prior thereto since May 2009. Ms. Riddell Rose is the President and Chief Executive Officer of Rubellite Energy Corp. She served as President & CEO of Rubellite's multiple predecessors, including Perpetual Energy Inc. since 2022. Prior thereto she was a Corporate Operating Officer for Paramount Resources Ltd. Ms. Riddell Rose graduated from Queen's University at Kingston, Ontario in 1986 with a Bachelor of Applied Science in Geological Engineering. She is a member of the Association of Professional Engineers and Geoscientists of Alberta, the Canadian Society of Petroleum Geologists and the American Association of Petroleum Geologists and serves as a governor for the Canadian Association of Petroleum Producers.

Director Since: July 2, 2021 (Director of Tervita from July 2018-July 2021)

Tenure: 4.7 years

Committees: Human Resources and Compensation Committee, Environment, Social & Governance Committee

Other Public Directorships: Paramount Resources Ltd. (TSX) and Rubellite

Energy Corp. (TSX). See "Other Directorships" for more information.

Prior Year Voting Results: For: 159,975,477 (89.53%) Withheld: 18,710,103 (10.47%)

Securities Held at March 16, 2026: Shares Held: 63,966

DSUs Held: 172,316

Total Value at March 16, 2026: $4,938,294

Founder and Board Chair of Calgary Wild, FC

Calgary, Alberta, Canada Age: 56

Independent

Deanna Zumwalt was elected as a director of the Corporation in April 2019. Ms. Zumwalt is the Founder and Board Chair of Calgary Wild FC, a founding professional soccer club in the Northern Super League. Ms. Zumwalt was previously the President and CEO of Coril Holdings Ltd. from 2021-2025, a privately-owned company based in Calgary, which holds subsidiaries and investments globally in railway maintenance and service, real estate and a broad range of other asset classes. Prior to her recent role, she held the position of CFO as well as President and CFO from 2015 to 2020. Prior thereto, Ms. Zumwalt held a variety of senior financial and energy marketing roles at Nexen Energy ULC, including Vice President, Energy Marketing from 2013 to 2015, Vice President, North American Crude Oil Marketing from 2010 to 2013, Vice President, North American Natural Gas & Power from 2009 to 2010, and Vice President, Finance-Marketing from 2004 to 2009. Ms. Zumwalt is a Chartered Professional Accountant, Chartered Accountant and holds an Institute of Corporate Directors, Director designation.

Director Since: April 30, 2019

Tenure: 6.8 years

Committees: Audit Committee, Corporate Governance & Nominating Committee

Other Public Directorships: N/A

Prior Year Voting Results: For: 178,489,607 (99.89%) Withheld: 195,973 (0.11%)

Securities Held at March 16, 2026: Shares Held: 25,400

DSUs Held: 135,786

Total Value at March 16, 2026: $3,368,787

The table below shows the number of Board and standing committee meetings each director attended in 2025.

Our directors are required to meet share ownership guidelines set by the Corporate Governance and Nominating Committee. Each director is required to maintain certain minimum holdings of Common Shares, including DSUs, in an amount equal to 3.0x their annual retainer based on the market price of Common Shares. A market review was conducted in 2025 by Southlea Group ("Southlea") with no modifications to the share ownership guidelines for directors.

Each director is required to achieve the share ownership guidelines by the later of: (i) five years after the director joins the Board; or (ii) the guideline's effective date. The director nominee profiles in Section II provide information of each director's holdings.

As shown in the following table, all current directors, with the exception of Mr. Lenz, exceed the level of our share ownership guidelines.

Notes:

1. 3x annual retainer for all directors, with the exception of Mr. Lenz. who is exempt from directly satisfying the share ownership requirements as long as the Shareholder Agreement is in force and Mr. Lenz acts as the TPG Angelo Gordon Nominee.

2. Total Value based on the closing price of the Common Shares on the TSX on March 16, 2026, of $20.90.

Once a director achieves compliance with the share ownership guidelines, they will not be in default if their ownership falls below the requirement as a result of a decrease in the price of our Common Shares.

Please see page 43 for the share ownership requirements that apply to SECURE's senior management.

SECURE pays director compensation to attract and retain high quality directors with the skills required to supervise management and the affairs of the Corporation.

The Board has established the HRCC and delegated to it the responsibility of annually reviewing and recommending for the Board's approval the compensation paid by the Corporation to directors, officers and employees of the Corporation. The HRCC's review of compensation paid to directors, officers and employees includes a consideration of all forms of compensation paid, both with regards to the expertise and experience of each individual and in relation to industry peers. The HRCC may retain independent consultants to review and compare compensation arrangements within the industry.

In 2025, a biennial review of Director Compensation was completed by Southlea, and no changes were recommended given the current market positioning of approximately the 50th percentile.

Director compensation is targeted at the median of the Compensation Peer Group (as defined herein). All directors are paid a fixed annual retainer based on their role(s) on the Board. In accordance with the DSU Plan (defined below), a minimum 60% of the director's annual retainer is received as DSUs, which ensures each director has an equity component to their compensation. Each Board member may elect to receive up to 100% of their annual retainer and committee chair premiums in DSUs.

Mr. Gransch is compensated in the role of President & CEO and did not receive director compensation in 2025. All SECURE directors are paid as set out in the table below in their capacity as members of the Board and any of its standing committees:

COMMITTEE CHAIR RETAINERS

Human Resources and Compensation Committee $15,000

Notes:

1. Paid in quarterly installments. Compensation is pro-rated for directors appointed or elected to the Board during the year.

Effective April 3, 2012, the Corporation adopted a Deferred Share Unit Plan (the "DSU Plan"), which provides for non-executive directors to receive a certain portion of their annual retainer in DSUs instead of cash. DSUs vest immediately upon grant, and entitle the director to receive a cash payment on a payout date specified by the director which shall be no earlier than the date on which a director ceases to be a director and, in any event, no later than December 1 of the first calendar year following the calendar year in which the director ceases to be a director. The DSU Plan also allows for discretionary grants of DSUs to independent directors. Mr. Dilger was awarded a discretionary grant of $100,000 for each of 2023, 2024, and 2025 in recognition of his appointment as Board Chairman on January 5, 2023. In 2025, he received a discretionary grant of 6,230 DSUs, representing a grant value of $100,000, calculated using the five-day volume-weighted average trading price of the Corporation's shares on the TSX prior to January 5, 2025, of $16.05. Please see the schedules to this Information Circular for a full description of the DSU Plan. See also the "Directors' Summary Compensation Table" below.

The following table sets forth all amounts of compensation provided to our directors for the year ended December 31, 2025, other than Mr. Gransch who did not receive any compensation in his capacity as a director. In addition to the meetings outlined in the Meeting Attendance table on page 19, from time to time, the Board, in its discretion may also compensate directors with fees for their services on Board projects or special committees of the Board. No such fees were paid in 2025.

Annual Retainer

2025 Fees

Committee Chair Retainer

Allocation of 2025 Fees

Other (1)

Total Compensation

Cash(2)

DSUs(3)

1. Mr. Dilger was appointed Chairman of the Board on January 5, 2023. In recognition of this role, he received a discretionary grant in 2025 of 6,230 DSUs, valued at $100,000, based on the five-day volume-weighted average trading price of the Common Shares on the TSX prior to January 5, 2025 of $16.05.

2. Reflects the portion of annual retainers paid in cash or provided through a Health Care Spending Account ("HCSA") (up to

   $25,000), as voluntarily elected by each Board member.

3. Reflects the fair value of DSUs granted as part of the annual retainer, including DSU granted in lieu of receiving cash. DSUs vest immediately upon grant. The value of DSUs is calculated using the five-day volume weighted average trading price of the Common Shares on the TSX prior to the applicable quarterly grant date and represents the value of DSUs vested during the year. In 2025, the five-day volume-weighted average price to the respective grant dates was $13.78 on April 9, 2025, $15.23 on June 30, 2025,

   $19.49 on September 30, 2025, and $17.44 on December 31, 2025. DSUs are granted in whole units; as a result, the amounts under the column "Allocation of 2025 Fees" may be slightly different from total fees due to rounding.

4. Director fees totaling $235,000 were awarded in DSUs to TPG Angelo Gordon and/or its subsidiaries in respect of services provided by Mr. Lenz as a director, rather than to Mr. Lenz personally.

The following table summarizes all share-based awards outstanding as at December 31, 2025, for each director, other than Mr. Gransch, who did not receive any compensation in his capacity as a director. As directors do not receive option-based awards, the corresponding columns have been omitted.

Number of Shares or Units of Shares that have not Vested

Market or payout Value of Share-Based Awards that have not Vested

Market or payout value of vested Share-Based Awards not paid out or distributed (1)

RENE AMIRAULT - - $523,782

MICK DILGER - - $1,908,715

JOSEPH LENZ (2) - - $1,227,534

DEANNA ZUMWALT - - $2,331,174

Notes:

1. The value has been calculated by multiplying the number of outstanding DSUs, including DSUs credited in respect of dividends declared by the Corporation, held by the applicable director at December 31, 2025 using the closing price of the Common Shares on the TSX on December 31, 2025 of $17.27.

2. Mr. Lenz provides services as a director of SECURE on behalf of TPG Angelo Gordon. The market value of vested DSUs granted to TPG Angelo Gordon in respect of these services that have not been paid out or distributed is $1,227,534.

3. Share-Based Awards for Ms. Riddell Rose include DSUs that are subject to the Tervita Amended and Restated Deferred Share Unit Plan which was amended upon the completion of the arrangement between Tervita and SECURE on July 2, 2021. No further grants will be made under the Tervita DSU Plan.

SECTION III

GOVERNANCE MATTERS

The image below shows the reporting relationship between Shareholders, the Board and its four standing committees, and management.

The Board has adopted a formal written mandate, a copy of which is attached as Schedule B to this Information Circular. The Board regularly reviews its mandate and considers changes as appropriate.

The Board has developed and approved written position descriptions for the Chairman of the Board, the Vice-Chair of the Board, the President & Chief Executive Officer and the chair of each of the Audit Committee, the CGNC, the HRCC and the ESGC.

The Chairman of the Board's primary responsibility is to ensure that the Board acts independently of management of the Corporation.

The primary role of the chair of each committee is to manage the affairs of the committee, which includes ensuring the committee is organized properly, functions effectively and meets its obligations and responsibilities.

Please refer to governance section of our website at https://www.SECURE.ca/governance for all standing committee mandates and Chairman, Vice-Chair, President & Chief Executive Officer, and committee chair position descriptions.

The Board, either directly or through its committees, is responsible for the supervision of SECURE's business and affairs with the objective of enhancing Shareholder value. The following tables contain information regarding each of the Corporation's four committees as at March 16, 2026.

In addition to any other duties and authorities delegated to it by the Board from time to time, the Audit Committee's primary duties and responsibilities are to:

• monitor the integrity of the Corporation's financial reporting process and systems of internal controls regarding finance, accounting, and securities laws compliance;

• assist Board oversight of: (i) the integrity of the Corporation's financial statements; and (ii) the Corporation's compliance with securities laws and regulatory requirements;

• oversee the Corporation's cybersecurity, data protection, and information security risks, including reviewing and making recommendations to the Board regarding related risk management strategies;

• monitor the independence, qualification and performance of the Corporation's external auditors; and

• provide an avenue of communication among the external auditors, management and the Board.

Each of the members (100%) of the Audit Committee are independent and financially literate and two members (66%) of the Audit Committee, being Ms. Zumwalt and Ms. Hanrahan are considered "audit financial experts" (as defined on page 30).

For additional information about SECURE's Audit Committee, see "Audit Committee Information" in SECURE's Annual Information Form dated February 19, 2026, which is filed under SECURE's profile on SEDAR+ at www.sedarplus.ca and available on our website at www.SECURE.ca/financial-statements-and-events. Upon request, SECURE will also promptly deliver a copy of such Annual Information Form to a Shareholder free of charge. See "Additional Information" for instructions on how to request a copy.

The objective of the Human Resources and Compensation Committee is to monitor the activities of the Corporation with respect to retaining and motivating employees and ensuring conformity between compensation and other corporate objectives.

The Human Resources and Compensation Committee's primary duties and responsibilities are to:

• consider and make recommendations to the Board regarding the compensation strategy and objectives of the Corporation;

• assist the Board in fulfilling its oversight responsibilities in relation to compensation and benefits;

• review the compensation disclosure in the Corporation's information circular; and

• consider and make recommendations to the Board in respect of other compensation matters as appropriate.

  Each of the members (100%) of the HRCC is independent.

  For further information concerning the responsibilities, powers and operations of the HRCC, see the HRCC mandate on our website at https://www.SECURE.ca/governance.

  Corporate Governance and Nominating Committee

  MARK BLY (CHAIR) JOSEPH LENZ DEANNA ZUMWALT

  No changes expected to the composition of the Corporate Governance and Nominating Committee following the Meeting.

The purpose of the Corporate Governance and Nominating Committee is (a) to review and report to the Board on matters of corporate governance and Board composition and (b) to promote appropriate behaviour with respect to all aspects of the Corporation's business. Among other things, the Corporate Governance and Nominating Committee's primary duties and responsibilities are to:

• establish structures and procedures to permit the Board to function independently of management;

• review and make recommendations to the Board regarding the composition of the Board and its committees, nomination of candidates for election to the Board, and Board succession planning;

• draft and update the Corporation's governance policies, Board and committee mandates and position descriptions;

• monitor compliance with, and review and approve, if considered appropriate, all proposed waivers to the Corporation's Code of Business Conduct (the "Code"); and

• conduct an annual performance evaluation of the Board, the Board committees and each of their members, including a review of each Committee's mandate.

  Each of the members (100%) of the Corporate Governance and Nominating Committee is independent.

  Environment, Social and Governance Committee

  SUE RIDDELL ROSE (CHAIR) MARK BLY

  RENE AMIRAULT

  No changes expected to the composition of the Environment, Social and Governance Committee following the Meeting.

The objective of the Environment, Social and Governance Committee is to assist the Board in fulfilling its oversight responsibilities in respect of the Corporation's environment, social and governance ("ESG") matters, including, but not limited to, personnel and public health, safety and security, process safety, asset reliability, operational risk management programs, emergency response plans and programs, and environmental and sustainability management programs.

The Environment, Social and Governance Committee's primary duties and responsibilities are to assist the Board in fulfilling its oversight responsibilities in relation to:

• the establishment and review of ESG policies;

• reviewing, approving and making recommendations to the Board with respect to sustainability topics;

• efforts to meet or exceed all laws and regulations regarding ESG matters;

• monitoring of the implementation of ESG compliance systems;

• monitoring the Corporation's compliance with ESG policies;

• monitoring the effectiveness of ESG policies, systems and monitoring processes;

• monitoring management systems and internal controls addressing key risks in the areas of health, safety, sustainability and the environment, and reviewing management's risk management efforts;

• receiving results and updates from management with respect to ESG performance; and

• any additional matters delegated to the Committee by the Board.

The majority (67%) of the Environment, Social and Governance Committee is independent.

The following table summarizes the independence status for director nominees.

The nominees for the Board consists of eight directors, six of whom are independent as defined under National Instrument 58-101 (75%), and, accordingly, the majority of the directors on the Board are independent.

Where matters arise at meetings of the Board or the committees of the Board which require decision making and evaluation that is independent of management and interested directors, the Corporation's directors hold an "in-camera" session among the independent directors, without management present (including Mr. Amirault). In total, seven such sessions were held in 2025.

Mick Dilger has held the role of Chairman of the Board since January 5, 2023. The Chairman of the Board's primary responsibility is to ensure that the Board acts independently of management of the Corporation. Pursuant to the position description for the Chairman of the Board, the Chairman of the Board may set the agenda for any meeting of the Board, or the independent directors alone, and may call meetings of the Board, or the independent directors alone, and compel the Corporation to provide such information to the directors as the Chairman of the Board, in his discretion, deems appropriate. For more information on the roles and responsibilities of the Chairman of the Board, see the position description at https://www.SECURE.ca/governance.

The Code outlines the Corporation's standard that supports day to day decision making. Our core values and expectations are the foundation upon which the Corporation was built. A shared commitment to conducting business ethically and with integrity are the cornerstones to our culture. The Code outlines the policies required to help us do the right thing when dealing with our customers, suppliers, stakeholders and each other. The following policies are incorporated by reference into the Code of Business Conduct:

Workplace Non-Discrimination, Violence, Harassment and Bullying Policy; Human Rights Policy;

Diversity & Inclusion Policy; Alcohol and Drug Use Policy; IT Acceptable Use Policy; Privacy Policy; Whistleblower Policy;

Policy on Trading in Securities; Vehicle Policy;

Delegation of Authority Policy; and Corporate Disclosure Policy.

The Board reviews and amends the Code as necessary. The Code was last amended October 31, 2025 to expand its non-discrimination protections. All directors, officers, employees, as well as contract workers of the Corporation have an obligation to read the Code, understand it, and follow it. Written acknowledgment of adherence to the Code is a condition of their employment or engagement with the Corporation and must be renewed at least every three years. A customized online training module for the Code was updated and released in the second quarter of 2025 to meet SECURE's three-year renewal requirement. The Corporation achieved a 100% completion rate in the third quarter of 2025 and maintains 100% completion on a quarterly basis.

The Board encourages all directors, officers, employees and consultants to express their concerns regarding compliance with the Code without fear of retaliation and report violations of the Code in accordance with the procedures described in the Corporation's Whistleblower Policy, which is available on our website at https://www.SECURE.ca/governance. SECURE also maintains an anonymous and confidential phone line and internet reporting system for individuals to report their concerns. Such reports will be provided to the Chairman. Violations will result in the Corporation taking effective remedial action commensurate with the severity of the violation.

Waivers of the Code in respect of employees or consultants will be granted only in advance and under exceptional circumstances by the Corporate Governance and Nominating Committee. No waivers of the Code were granted in 2025.

A copy of the Code may be obtained, upon request, from the Corporation and is available on SECURE's website at www.SECURE.ca/code-of-conduct and under SECURE's profile on SEDAR+ at www.sedarplus.ca.

Each member of the Board must disclose all actual or potential conflicts of interest and refrain from voting on matters in which such director has a conflict of interest. In addition, the director must excuse themselves from any discussion or decision on any matter in which the director is precluded from voting as a result of a conflict of interest, subject to certain exceptions under the ABCA including when the director undertakes an obligation for the benefit of the Corporation.

Shareholders may engage directly with our directors when appropriate. Interested parties may contact the Board using the contact information below. Additionally, select Board members attend our annual shareholders' meetings, where they are available to address questions and receive investor feedback.

SECURE Waste Infrastructure Corp. c/o Corporate Secretary

Brookfield Place 2300, 225 - 6 Ave SW

Calgary, AB T2P 1N2 CorporateSecretary@secure.ca

The Corporate Governance and Nominating Committee acknowledges that the Board's membership should represent a diversity of backgrounds, experience and skills and that it is responsible for ensuring at all times that the Board includes members with a broad range of experience and expertise so that the Board is able to effectively carry out its mandate. Directors are selected for their integrity, character, sound and independent judgment, breadth of experience, open-mindedness, insight into and knowledge of our business and industry and overall business acumen. Each of our directors is expected to have these personal qualities and to apply sound and reasonable business judgment in aiding the Board to make the most thoughtful and informed decisions possible and to provide the best counsel to our senior management.

The Board has conducted an assessment of the skills represented by each individual director and as a group in order to assess whether there are any gaps that should be filled with the addition of a new Board member. The Board has determined that the required skills are well represented by the current slate of director nominees for election at the Meeting. The matrix that follows shows, for each director nominee, the principal areas of experience and expertise that the nominees have indicated they bring to the Board.

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Accounting and Financial

MR. AMIRAULT

MR. BLY

MR. DILGER

MR. GRANSCH

MS. HANRAHAN

MR. LENZ

MS. RIDDELL ROSE

MS. ZUMWALT

Audit Financial Expert (1) ● ● ● ●

Business Development

● ● ● ●

●

Capital Markets and M&A ● ● ● ● ● ● ●

Commodity Marketing

●

● ●

● ●

Corporate Governance ● ● ● ● ● ● ● ●

Energy Infrastructure ● ● ● ● ● ●

Environment, Social and Governance / Climate ● ● ● ● ●

Human Resources, Compensation and Succession

● ● ● ● ●

● ●

Information Technology & Cybersecurity ● ●

Legal and Regulatory

●

Operations Management ● ● ●

Public Company Director ● ● ● ● ● ● ●

Risk Management ● ● ● ● ● ● ● ●

Strategic Planning

● ● ● ● ● ● ● ●

Waste and Recycling ● ●

Note:

(1) An "audit financial expert" is a director who has experience as one or more of the following: (i) a chartered professional accountant;

(ii) a certified public accountant; (iii) a former or current CFO of a public company or corporate controller of similar experience; (iv) a current or former partner of an audit company; or (v) having similar demonstrably meaningful audit experience.

The CGNC also reviews the membership of each committee annually to ensure each committee consists of members with the experience and expertise required to fulfill the committee's mandate.