Fiscal Year 2023: April 1, 2023

BRIDGEMARQ REAL ESTATE SERVICES INC.

Management Information Circular

Relating to the Annual

Meeting of Shareholders

April 1, 2024

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND AVAILABILITY OF INVESTOR MATERIALS

NOTICE IS HEREBY GIVEN that the annual meeting (the "Meeting") of holders of Restricted Voting Shares and the Special Voting Share (collectively "Shareholders") of BRIDGEMARQ REAL ESTATE SERVICES INC. (the "Company") will be held by way of a virtual meeting accessible at https://virtual-meetings.tsxtrust.com/1600/on Wednesday, the 15th day of May, 2024 at 10:00 a.m. (Toronto time) for the following purposes:

1. to receive the audited consolidated financial statements of the Company for the year ended December 31, 2023, together with the independent auditor's report thereon;
2. to appoint the auditors of the Company and to authorize the Directors to fix the remuneration of the auditors;
3. to elect the Directors of the Company; and
4. to transact such further and other business as may properly come before the Meeting or any adjournment thereof.

The password to access the Meeting is "bresi2024" and is case sensitive.

Under Ontario securities laws, the Company provides its annual meeting-related materials such as proxy circulars and annual financial statements in electronic form which are available for download at https://www.meetingdocuments.com/TSXT/BRE/or on SEDAR+ at www.sedarplus.ca. The Company believes providing these materials in electronic form results in a substantial reduction in both postage and material costs and also helps the environment through a decrease in paper documents that are ultimately discarded.

Only Shareholders of record as at April 3, 2024, are entitled to vote their Shares at the virtual Meeting, or at any adjournment thereof, either online or by proxy. Shareholders who are unable to attend the virtual Meeting are requested to review the matters under discussion for the Meeting as described in our proxy circular at https://www.meetingdocuments.com/TSXT/BRE/. Should you wish to receive paper copies of investor materials related to the Meeting, or have any questions, please contact TSX Trust Company at 1-888-433-6443 or tsxt- [e-mail] to April 30, 2024. Meeting materials will be sent within three business days of such request, giving you sufficient time to vote your proxy. Following the Meeting, the documents will remain available at the websites listed above for a period of one year.

DATED this 1st day of April, 2024.

By Order of the Board of Directors

(signed) Lorraine Bell

Chair of the Board

TABLE OF CONTENTS
GLOSSARY OF TERMS	1
PART I - VOTING INFORMATION	3
Solicitation of Proxies	3
Appointment of Proxies	3
Access to Meeting Materials	3
Non-Registered Shareholders	3
Revocation	4
Attendance at the Meeting	5
Voting of Shares Represented by Management Proxies	5
Principal Holders of Voting Securities	5
PART II - BUSINESS OF THE MEETING	7
Receipt of Financial Statements	7
Election of Directors	7
Majority Voting Policy	9
Compensation of Directors	9
Appointment of External Auditors	9
PART III - STATEMENT OF CORPORATE GOVERNANCE PRACTICES	10
Mandate of the Board	10
Ethical Business Conduct	11
Disclosure Policy	11
Meetings of the Board	11
Director Attendance Report	11
Composition and Size of Board of Directors	11
Nomination of Elected Directors	11
Independence of the Board of Directors	12
Board Diversity	12
Position Descriptions	13
Orientation and Education	13
Standing Committees	13
Assessments	14
PART IV - REPORT ON EXECUTIVE COMPENSATION	15
Statement of Executive Compensation	15
Compensation Elements	15
Employment and Severance Arrangements with Executive Officers	16
Unit/Stock Options	16
Performance Chart	17
Report on Executive Compensation	17
Summary Compensation Table	18
PART V - INFORMATION CONCERNING THE COMPANY	20
Indebtedness of Directors and Officers	20
Directors' and Officers' Liability Insurance and Indemnification	20
Interest of Informed Persons in Material Transactions	20
Auditors, Transfer Agent and Registrar	21
Management of the Company	21
Shareholder Proposals	24
Availability of Disclosure Documents	24
Other Business	25
DIRECTORS' APPROVAL	25
SCHEDULE A	26

GLOSSARY OF TERMS

"Annual Information Form" means the Annual Information Form of the Company dated April 1, 2024. "Board of Directors" or the "Board" means the Board of Directors of the Company.

"Bridgemarq" means the Company, together with its subsidiaries.

"Broker" means an individual licensed with the relevant regulatory body to manage a real estate brokerage office.

"Brokerage Operations" means the real estate brokerage operations acquired from Brookfield on March 31, 2024 pursuant to the Transaction operating under the Royal LePage®, Johnston & Daniel®, Via Capitale® and Proprio Direct® brands.

"Brookfield" means Brookfield BBP (Canada) L.P., a limited partnership governed by the laws of Ontario and controlled by Brookfield Corporation (formerly Brookfield Asset Management Inc.) together with its affiliates, but excluding the Manager and the subsidiaries of the Manager.

"Business" means the business of Bridgemarq, including the Franchise Operations and the Brokerage Operations.

"Circular" is defined as this management information circular, prepared and sent to the Shareholders in connection with the Meeting.

"Committee" means a committee of the Board.

"Company" means Bridgemarq Real Estate Services Inc., a corporation incorporated under the laws of Ontario.

"Designated Director" means a Director who is appointed as a Director by Brookfield. Brookfield is entitled to appoint two-fifths of the Directors under its rights as the holder of the Special Voting Share, so long as Brookfield holds an aggregate of at least 10% of the Restricted Voting Shares (on a diluted basis).

"Director" means a director of the Company.

"Executive Officer" means a chief executive officer, chief financial officer or one of the three most highly compensated officers of the Company for the most recently completed financial year.

"Elected Director" means a Director who is not a Designated Director, but rather, is elected by the holders of Restricted Voting Shares.

"Franchise Agreement" means a franchise agreement pursuant to which brokerage offices offer residential brokerage services, including use of the Trademarks.

"Franchisees" means the franchises operating under the Franchise Agreements.

"Franchise Operations" means the business of providing residential property brokerage and other services to REALTORS® or Brokers and acting as a franchisor to Franchisees.

"General Partner" means Residential Income Fund General Partner Limited, a corporation incorporated under the laws of the Province of Ontario to be the general partner of the Partnership and a subsidiary of the Company.

"Independent Director" means a Director who is unrelated (as such term is defined in the Toronto Stock Exchange Company Manual as it exists as of the date hereof) to the Company and the Manager and each of its affiliated

entities."

"Management Services Agreement" or MSA" means the fourth amended and restated management services agreement, made effective November 6, 2018, together with any amendments thereto, between the Company, its operating subsidiaries and the Manager pursuant to which, among other things, prior to the completion of the Transaction, the Manager provided management and administrative services to the Company including management of the assets of the Company.

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"Manager" means Bridgemarq Real Estate Services Manager Limited, a corporation incorporated under the laws of the Province of Ontario, located at 39 Wynford Drive, Suite 200, Don Mills, Ontario M3C 3K5 and where applicable, its affiliates. Prior to the completion of the Transaction, the Manager was a subsidiary of Brookfield and provided management and administrative services to the Company.

"MD&A" means management's discussion and analysis of financial conditions and results of operations.

"Meeting" means the annual meeting of Shareholders (or any adjournment thereof) to be held virtually at https://virtual-meetings.tsxtrust.com/en/1600/to consider and, if deemed advisable, to approve the matters as set forth in this Circular.

"Partnership" means Residential Income Fund L.P., a limited partnership established under the laws of the Province of Ontario, and a subsidiary of the Company.

"REALTOR®" means an individual who is licensed to buy and sell real estate and is actively doing so through an affiliation with a Broker.

"REALTOR® Network" means, collectively, the network of REALTORS® licensed under Franchise Agreements to carry on residential and commercial property brokerage operations using one or more of the Trademarks.

"Record Date" means April 3, 2024.

"Restricted Voting Shares" means the Restricted Voting Shares in the capital of the Company. "Shareholder(s)" means the holder(s) of Shares.

"Shares" means the Restricted Voting Shares and the Special Voting Share.

"Special Voting Share" means the Special Voting Share in the capital of the Company issued to represent voting rights in the Company that accompany securities convertible into, or exchangeable for, Restricted Voting Shares, including the Subordinated LP Units held by Brookfield.

"Subordinated LP Units" means the Class B subordinated limited partnership units in the Partnership. All of the outstanding Subordinated LP Units are held by Brookfield.

"Trademarks" means the trademark rights related to the Business held by or licensed to the Company (or prior to

completion of the Transaction, Brookfield or the Manager),® including, without limitation,® those which® allow the Company to operate the Business under the Royal LePage , Johnston & Daniel and Via Capitale brands.

"Transaction" means the acquisition by the Partnership of all of the outstanding shares of the Manager and Proprio, and the settlement of certain deferred payment obligations owing by the Partnership to Brookfield, completed on March 31, 2024 pursuant to a share purchase agreement dated as of December 14, 2023 among (inter alia) the Company, the Partnership, Brookfield Business Partners L.P. and Brookfield BBP (Canada) L.P.

"Transfer Agent" means TSX Trust Company.

"Via Capitale L.P." means 9120 Real Estate Network, L.P./Réseau Immobilier 9120 S.E.C., a limited partnership established under the laws of the Province of Québec, and a subsidiary of the Company.

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PART I - VOTING INFORMATION

Solicitation of Proxies

The information in this Management Information Circular is furnished in connection with the solicitation of proxies to be used at the annual meeting of Shareholders of the Company to be held on Wednesday, the 15th day of May, 2024 at 10:00 a.m. (Toronto time), and at all adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting. The Meeting will be held. as a virtual meeting which will be conducted via a live webcast at https://virtual-meetings.tsxtrust.com/1600/Shareholders will not be able to attend the Meeting in person. A summary of the information Shareholders will need to attend the Meeting online is provided in this Circular.

It is expected that the solicitation will be made by mail, by e-mail and by posting materials at www.meetingdocuments.com/TSXT/BREand on SEDAR+ at www.sedarplus.ca. Proxies may also be solicited personally by officers or employees of the Company at a nominal cost. The solicitation of proxies is being made by, or on behalf of, the management of the Company, and the total cost of the solicitation will be borne by the Company. The information herein is given as at April 1, 2024, except where otherwise noted.

Appointment of Proxies

The persons named in the enclosed form of proxy are Directors of the Company. Each Shareholder has the right to appoint a person or company other than the persons or company named in the enclosed form of proxy to represent such Shareholder at the Meeting or any adjournment thereof. Such appointee need not be a Shareholder of the Company. This right may be exercised by inserting the appointee's name in the blank space provided in the form of proxy and completing the proxy or voting information form in accordance with the instructions therein. These instructions include the additional step of registering your proxyholder with our transfer agent, TSX Trust Company, after submitting the form of proxy or voting instruction form. The completed form(s) of proxy must be deposited with the Transfer Agent by mail at TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1, by fax at 416-595-9593 or by e-mail at [e-mail], so as to arrive not later than 10:00 a.m. (Toronto time) on Monday, May 13, 2024 or, if the Meeting is adjourned, 24 hours (excluding Saturdays, Sundays and holidays) before the commencement of any adjourned meeting. If you intend to vote at the Meeting or wish your proxyholder to do so, you can obtain a control number by contacting TSX Trust Company at 1-866-751-6315 (within North America) or 1-416-682-3860 (outside of North America) by no later than 10:00 a.m. (Toronto time) on Monday,

May 13, 2024.

Access to Meeting Materials

The Company is hereby providing notice that access to all Meeting materials is available at www.meetingdocuments.com/TSXT/BREand on SEDAR+ at www.sedarplus.ca. The Company provides access to the Meeting materials electronically because it allows for the reduction of printed paper materials, is consistent with the Company's philosophy toward environmental sustainability, and will reduce costs associated with Shareholder meetings. The Company has sent the Notice of Meeting, which is located on the cover of the Circular, to all Shareholders, informing them that the Circular is available online and explaining how the Circular may be accessed.

Registered and Non-Registered Shareholders who request a paper copy of the consolidated financial statements and the MD&A will receive one. Neither Registered nor Non-Registered Shareholders will receive a paper copy of the Circular unless they contact the Transfer Agent after it is posted, in which case the Transfer Agent will mail the Circular within three business days of any request provided the request is made prior to April 30, 2024.

Non-Registered Shareholders

Only registered holders of Shares, or persons they appoint as their proxyholder(s), are permitted to vote at the Meeting provided they are connected to the internet and follow the instructions in this Management Information Circular. However, in many cases, Shares of the Company that are beneficially owned by a holder (a "Non-Registered Shareholder") are registered either:

1. in the name of an intermediary (an "Intermediary") that the Non-Registered Shareholder deals with in respect of the Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or

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administrators of self-administered Registered Retirement Savings Plans, Registered Retirement Income Funds, Registered Education Savings Plans and similar plans; or

1. in the name of a depositary (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

As required by Canadian securities legislation, if you are a Non-Registered Shareholder, you will have received from your Intermediary a voting instruction form for the number of Shares you beneficially own. You should contact your Intermediary if you have any questions about how to complete the voting instruction form. A Non-Registered Shareholder must complete the voting instruction form, sign and return it in accordance with the directions on the form in order for their votes to be counted at the Meeting. Voting instruction forms in some cases permit the completion of the voting instruction form by telephone or through the internet. If you vote using the instructions you received from your Intermediary, you will be able to attend the Meeting as a guest but you will not be able to vote at the Meeting.

Since the Company has limited access to the names of its Non-Registered Shareholders, if you attend the Meeting, the Company may have no record of your shareholdings or of your entitlement to vote unless your Intermediary has appointed you as proxyholder. Therefore, if a Non-Registered Shareholder wishes to vote at the Meeting (or have another person vote at the Meeting on his or her behalf), the Non-Registered Shareholder must complete, sign and return the voting instruction form in accordance with the instructions provided. These instructions include the additional step of registering your proxyholder with our Transfer Agent, TSX Trust Company, after submitting the form of proxy or voting instruction form. Failure to register the proxyholder with our Transfer Agent will result in the proxyholder not receiving a control number to vote in the Meeting. Those not receiving a control number from TSX Trust Company will be able to attend as a guest only. Guests will be able to listen to the Meeting and to ask questions of management after the business of the Meeting, but will not be able to vote. If you intend to vote at the Meeting or wish your proxyholder to do so, you must obtain a control number by contacting TSX Trust Company at 1-866-751-6315 (within North America) or 1-416-682-3860 (outside of North America) by no later than 10:00 a.m. (Toronto time) on Monday, May 13, 2024.

In accordance with the requirements of NI 54-101, the Company has distributed copies of the accompanying Notice of Meeting, this Circular, the audited consolidated financial statements of the Company for the year ended December 31, 2023 and the MD&A for the year ended December 31, 2023 (collectively, the "Meeting Materials") to non- objecting beneficial owners and, for those Non-Registered Shareholders who have requested it, to the depositary and Intermediaries for onward distribution to Non-Registered Shareholders. The Company does not intend to pay for Intermediaries to forward proxy-related materials and Form 54-101F7 to objecting beneficial owners, and objecting beneficial owners will receive the materials only if the Intermediary assumes the cost of delivery.

Revocation

A Shareholder who has given a proxy has the power to revoke it as to any matter on which a vote has not already been cast pursuant to the authority conferred by such proxy and may do so:

1. by delivering another properly executed form of proxy bearing a later date and depositing it as set out above;
2. by depositing an instrument in writing revoking the proxy executed by the Shareholder or by the Shareholder's attorney authorized in writing (i) at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or (ii) with the Chair of the Meeting, prior to its commencement, on the day of the Meeting or any adjournment thereof; or
3. in any other manner permitted by law.

A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive the Meeting Materials and to vote given to an Intermediary at any time by written notice to the Intermediary, except that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive materials and to vote that is not received by the Intermediary at least seven days prior to the Meeting.

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Attendance at the Meeting

The Meeting will be held virtually which means that you will need access to the internet to attend the Meeting. You can attend the Meeting by accessing the Meeting website: https://virtual-meetings.tsxtrust.com/1600/.The Meeting website will be accessible 30 minutes prior to the start of the Meeting. It is important that all attendees log in to the Meeting website at least ten minutes prior to the start of the Meeting to allow enough time to complete the log in process. Additional information regarding accessing and participating in the Meeting is available on the Company's website at www.bridgemarq.com/meeting-guide.

Registered Shareholders and duly appointed proxyholders (including Non-Registered Shareholders who have duly appointed themselves as proxyholder) that attend the Meeting online and have obtained a control number from TSX Trust Company will be able to vote by completing a ballot online during the Meeting through the live webcast platform.

Registered Shareholders and duly appointed proxyholders, after accessing the Meeting website, should click "I have a control number". You will then be prompted to enter your control number and the password bresi2024 (case sensitive). The control number located on the form of proxy or in the email notification you received from TSX Trust Company is your control number. If you use your control number to log in to the Meeting, any vote you cast at the Meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the Meeting.

All other Non-Registered Shareholders or other interested parties, after accessing the Meeting website, should click on "Guest". You will then be prompted to complete an on-line form to attend the Meeting as a guest. As a guest, you will be able to listen to the Meeting and to ask questions but you will not be permitted to vote.

You will need the latest version of one of Chrome, Safari, Edge or Firefox (note that MS Explorer is not supported) to access the meeting. Please ensure your browser is compatible by logging in early. Please do not use Internet Explorer. Internal network security protocols including firewalls and VPN connections may block access to the TSX Trust Virtual Meeting platform for the Meeting. If you are experiencing any difficulty connecting or watching the meeting, ensure your VPN setting is disabled or use a computer on a network not restricted to security settings of your organization.

Voting of Shares Represented by Management Proxies

The management representatives designated in the enclosed form of proxy will vote or withhold from voting the Shares in respect of which they are appointed by proxy on any ballot that may be called for in accordance with the instructions of the Shareholder as indicated on the proxy, and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. In the absence of such direction, the Shares will be voted by the management representatives FOR the election of Directors, and FOR the appointment of the external auditors.

The enclosed form of proxy confers discretionary authority upon the management representatives designated therein with respect to amendments to, or variations of, matters identified in the Notice of Meeting and with respect to other matters that may properly come before the Meeting. As at the date of this Circular, management of the Company knows of no such amendments, variations or other matters scheduled to come before the Meeting.

Principal Holders of Voting Securities

An unlimited number of Restricted Voting Shares are issuable by the Company. Each Restricted Voting Share is transferable. All Restricted Voting Shares are of the same class, with equal rights and privileges. The Restricted Voting Shares are not to be subject to future calls or assessments, and they entitle the holder thereof to one vote for each Restricted Voting Share held at all meetings of Shareholders (except that the holders of Restricted Voting Shares will not be entitled to vote for the election of the Designated Directors appointed by the holder of the Special Voting Share). The Restricted Voting Shares carry approximately 61% of the voting rights attached to all voting securities of the Company.

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The Company is authorized to issue one Special Voting Share and has issued one such Special Voting Share to Brookfield that will be used for providing voting rights in the Company in respect of its holdings of Subordinated LP Units. The Special Voting Share was issued in conjunction with, and cannot be transferred separately from, the Subordinated LP Units. The Special Voting Share entitles the holder to that number of votes equal to the number of Restricted Voting Shares that may be obtained upon the exchange of the Subordinated LP Units but will not otherwise entitle the holder to any rights with respect to the Company's property or income. The Special Voting Share carries approximately 39% of the voting rights attached to all voting securities of the Company. The holder of the Special Voting Share is entitled to vote for the election of the Designated Directors, but not the Elected Directors.

The Company is also authorized to issue an unlimited number of preferred shares. There are currently no preferred shares in the capital of the Company outstanding.

As at April 1, 2024, the Company had outstanding 9,483,850 Restricted Voting Shares and one Special Voting Share. Each holder of Shares at the close of business on the Record Date will be entitled to vote at the Meeting, or any adjournment thereof, on all matters to come before the Meeting, subject to the limitations described above.

To the knowledge of the Directors and executive officers of the Company, the only persons or corporations that beneficially own, control or direct, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to any class of outstanding voting securities of the Company are as follows:

Name	Number of Shares	Percentage of Class
Brookfield	1 Special Voting Share	100.0%

Brookfield also holds 100% of the Subordinated LP Units, being 6,248,544 Subordinated LP Units, and 315,000 Restricted Voting Shares.

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PART II - BUSINESS OF THE MEETING

Receipt of Financial Statements

The annual consolidated financial statements of the Company for the fiscal year ended December 31, 2023 are available on SEDAR+ at www.sedarplus.ca. The annual consolidated financial statements and MD&A will be placed before the Shareholders at the Meeting.

Election of Directors

The Articles of Incorporation of the Company provide for a minimum of three and a maximum of ten Directors. The Board considers that six Directors are appropriate given the size of the Company and the scope of Bridgemarq's operations. Pursuant to the terms of the Special Voting Share, Brookfield is entitled to appoint up to two-fifths of the Directors under its rights as the holder of the Special Voting Share, so long as it holds an aggregate of at least 10% of the outstanding Restricted Voting Shares (on a diluted basis). Brookfield has appointed Mr. Spencer Enright and Mr. Joe Freedman as Designated Directors. The number of Directors of the Company will be reduced to the extent that any Designated Director is no longer entitled to serve as a Director due to a reduction in the ownership of Restricted Voting Shares held by Brookfield below 10% of the outstanding Restricted Voting Shares (on a diluted basis), subject to the provisions of the Business Corporations Act (Ontario). Brookfield can require the removal or replacement of the Designated Directors at any time at its sole discretion. The balance of the Directors that are not Designated Directors are to be elected by Shareholders at every annual Shareholders meeting. Management has proposed that Colum Bastable, Lorraine Bell, Jitanjli Datt, and Gail Kilgour be nominated for election at the Meeting.

All Directors elected at the Meeting will hold office until the next annual meeting of Shareholders of the Company or until their successors are elected or appointed. On any ballot that may be called for in relation to the election of

Directors, the management representatives designated in the enclosed form of proxy intend to vote the Shares represented by such proxy in favour of the election of the nominees whose names are set forth below, unless the Shareholder who has given such proxy has directed that the Shares be withheld from voting in relation to the election of Directors.

The following table sets out the name of each of the persons proposed to be nominated for election as a Director, all major positions and offices held in the Company or any of its significant affiliates, their principal occupation or employment, the year they were first elected as a Director of the Company and the approximate number of securities of each class of Shares of the Company that such person has advised the Company are beneficially owned or subject to control or direction by them as at the date of this Circular.

Name and Municipality of	Position and/or	Present Principal	Period During	Restricted Voting
Residence	Office with Company	Occupation if Different	Which Served as	Shares Beneficially
		from Office Held	Director/Trustee	Owned or
				Controlled as at
				April 1, 20243
Colum Bastable 1,2,4	Director, Chair of the	Corporate Director	Since May 7, 2019	3,000
Toronto, ON, Canada	Audit Committee
Independent Director
Lorraine Bell 1, 2, 5	Director, Chair of the	Corporate Director	Since Jan. 3, 2003	23,000
New York, NY, USA	Board
Independent Director
Jitanjli Datt 1, 2, 6	Director	Corporate Director	Since Nov. 8, 2021	7,500
Toronto, ON, Canada
Independent Director
Spencer Enright 7	Director	Chief Executive Officer of	Since May 6, 2014	1,300
Oakville, ON, Canada		the Company
Designated Director

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