An anonymous director reports

ECN CAPITAL ANNOUNCES THAT LEADING PROXY ADVISOR ISS RECOMMENDS ECN CAPITAL SHAREHOLDERS VOTE "FOR" THE ARRANGEMENT

Leading independent proxy advisory firm Institutional Shareholder Services Inc. (ISS) has recommended that shareholders vote for the special resolutions to approve ECN Capital Corp.'s previously announced plan of arrangement transaction, whereby a newly formed acquisition vehicle controlled by an investor group led by investment funds managed by Warburg Pincus LLC would acquire all of the issued and outstanding common shares of the company, cumulative five-year minimum rate reset preferred shares, Series C, of the company and mandatory convertible preferred shares, Series E of the company. As previously announced, the special resolutions approving the arrangement will be considered at a special meeting of shareholders scheduled to be held at 8:30 a.m. Toronto time on Tuesday, Jan. 20, 2026.

Key highlights:

• ISS recommends that shareholders vote for the special resolutions to approve the previously announced arrangement.
• Shareholders are encouraged to vote for the arrangement in advance of the proxy voting deadline on Friday, Jan. 16, 2026, at 8:30 a.m. Toronto time.
• Shareholders with questions or who require more information with regard to voting may contact ECN Capital's proxy solicitation agent, Carson Proxy Advisors, by North American toll-free phone at 1-800-530-5189, local phone and text at 416-751-2066 or by e-mail at info@carsonproxy.com.

Shareholders encouraged to vote ahead of the proxy deadline

The board of directors of ECN Capital recommends that the holders of common shares, the holders of Series C preferred shares and the holders of Series E preferred shares of record as of the close of business on Dec. 16, 2025, vote for the arrangement now, and in any event, in advance of the proxy voting deadline of Friday, Jan. 16, 2026, at 8:30 a.m. Toronto time.

ECN Capital's notice of meeting, management information circular and other related meeting materials have been mailed to shareholders and can also be accessed on-line on ECN Capital's website and under the company's issuer profile on SEDAR+.

If you are a shareholder and have any questions regarding the information contained in the circular or require assistance in completing your form of proxy or voting instruction form, please contact the company's proxy solicitation agent, Carson Proxy Advisors, by North American toll-free phone at 1-800-530-5189, local phone and text at 416-751-2066, or e-mail at info@carsonproxy.com.

Overview of the arrangement and resolutions

As previously announced, the company has entered into a definitive arrangement agreement with Sinatra CA Acquisition Corp. (the purchaser), pursuant to which the purchaser will acquire: (i) all of the issued and outstanding common shares for a price of $3.10 in cash per common share; (ii) all of the issued and outstanding Series C preferred shares for a price of $26 in cash per Series C preferred share (plus all accrued but unpaid dividends thereon); and (iii) all of the issued and outstanding Series E preferred shares for a price of $3.10 in cash per Series E preferred share (plus all accrued but unpaid dividends thereon).

At the Meeting, the common shareholders and the Series E preferred shareholders will be asked to consider and, if deemed advisable, pass a special resolution approving the arrangement and the Series C preferred shareholders will be asked to consider and, if deemed advisable, pass a special resolution approving the arrangement.

Unanimous board and special committee recommendations

Following receipt of the unanimous recommendation of a special committee of independent directors and advice from the company's lead financial adviser and outside legal counsel, the board of directors of the company unanimously (with conflicted directors abstaining) determined that the arrangement is in the best interests of ECN Capital and is fair to the common shareholders and Series C preferred shareholders and unanimously (with conflicted directors abstaining) recommends that the common shareholders and Series E preferred shareholders vote for the arrangement resolution and that the Series C preferred shareholders vote for the Series C preferred shareholder resolution at the meeting.

About ECN Capital Corp.

With managed assets of $7.6-billion (U.S.), ECN Capital is a leading provider of business services to North American-based banks, institutional investors, insurance company, pension plan, bank and credit union partners. ECN Capital originates, manages and advises on credit assets on behalf of its partners, specifically consumer (manufactured housing and recreational vehicle and marine) loans and commercial (floor plan and rental) loans. Its partners are seeking high-quality assets to match with their deposits, term insurance or other liabilities. These services are offered through two operating segments: (i) manufactured housing finance; and (ii) recreational vehicle and marine finance.

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