Directors

On July 29, 2009, Exchange Industrial Income Fund ("EIIF") was reorganized as Exchange Income Corporation. All the trustees of EIIF, as well as the directors of EIIF Management GP Inc. became directors of Exchange and one additional director was added. These nine directors, seven of which are independent and are not involved in the day-to-day management of the Company, provide the necessary oversight and guidance to maintain proper corporate governance.

Hon. Gary Filmon P.C., O.C., O.M.

Chairman

Mr. Filmon holds a Master's degree in Civil Engineering from the University of Manitoba. He is a director of Manitoba Telecom Services Inc., a director of Canadian Natural Resources Limited, was the Chairman of FWS Construction Ltd. until March 31, 2014 and is and has been a business consultant since 2000. Prior thereto he was Premier of the Province of Manitoba from 1988 to 1999.

Mr. Filmon has been a Director since July 28, 2009 and was previously a trustee of the Fund.

Duncan D. Jessiman, Q.C.

Executive Vice-Chairman

Mr. Jessiman holds a Bachelor of Commerce degree and a Law degree from the University of Manitoba and developed the concept of the Company with Mr. Pyle and started it in 2002. Mr. Jessiman originally served as Chairman and CEO of the Company, but gave up the Chairmanship in 2005 in accordance with good governance practices at the time. He then gave up the position of CEO on August 1, 2006 for family reasons and became Executive Vice-Chairman in charge of special projects. He began his professional career over 40 years ago as a lawyer at Pitblado & Hoskin where he was a partner at the time of his leaving in 1998 to join Aikins, MacAulay & Thorvaldson LLP as a partner, where he practiced in the area of corporate, commercial and securities law until July 2005. Mr. Jessiman was a member of the TSX Venture Exchange Winnipeg Local Advisory Committee; a former director of Consolidated Properties Ltd., a TSX listed company; a former director of Geocrude Energy Inc., a TSX listed company which was taken over by Canada North West Energy Inc.; a former director of Pan Cana Industries Ltd., a TSX listed company which was taken over by Geocrude Energy Inc.; and a former director of Enerplus Energy Services Ltd., the management company for Enerplus Resources Fund. Mr. Jessiman devotes a significant amount of his time to the business of the Company.

Mr. Jessiman has been a Director since July 28, 2009 and was previously a trustee of the Fund.

Donald Streuber, C.A.

Chairman of the Audit Committee

Mr. Streuber is President and CEO of Bison Transport Inc. Bison is one of Canada's largest van truckload carriers of freight and has been recognized as one of Canada's 50 best managed companies for the last 19 years. Prior to joining Bison in 1999, Mr. Streuber was a partner at Sill Streuber Fiske & Company, Chartered Accountants. In 2012 Mr. Streuber received his F.C.A. designation from the Institute of Chartered Accountants of Manitoba. Mr. Streuber is presently the Chairman of CentrePort Canada Inc., was Chairman of the Canadian Trucking Alliance until February 2014, past Chairman of the Business Council of Manitoba, past Chairman for Providence College and Seminary, is a member of the Canadian Council of Chief Executives and is Vice Chairman for the Assiniboine Park Conservancy.

Mr. Streuber has been a Director since July 28, 2009 and was previously a trustee of the Fund.

Gary Buckley

Chairman of Compensation Committee

Mr. Buckley holds a Bachelor of Commerce from the University of Alberta. Mr. Buckley has been involved in the hotel and hospitality industry since 1983. Since 1998, Mr. Buckley has been the co-owner and operator of the Elkhorn Resort & Conference Center in Clear Lake, Manitoba. Mr. Buckley is also the largest shareholder of Genesis Hospitality Inc., which owns various hotel properties in Manitoba and elsewhere. Mr. Buckley is also the owner of additional hotel and mobile home properties.

Mr. Buckley has been a Director since July 28, 2009 and was previously a trustee of the Fund.

Michael Pyle

Chief Executive Officer of the Company

Mr. Pyle holds an Arts degree (Economics) and a Masters of Business Administration Degree (Finance) from the University of Manitoba. He served in positions of increasing seniority culminating as President of The Arctic Glacier Income Fund (and its predecessor The Arctic Group Inc.) from 1998 to 2002. He previously worked with RoyNat Capital in Winnipeg from 1990 to 1996 and from 1997 to 1998. Mr. Pyle was employed as the Vice-President of Corporate Development for Westsun International Inc. in Winnipeg from 1996 to 1997. Mr. Pyle is currently a director of CentrePort Canada Inc. and a director of Sport Manitoba. Mr. Pyle devotes the majority of his time to the Company.

Mr. Pyle has been the Chief Executive Officer and a Director of the Company since July 28, 2009. Previously, Mr. Pyle was the Chief Executive Officer and a trustee of the Fund.

Edward Warkentin, LL.B.

Mr. Warkentin holds an arts degree from the University of Winnipeg, a law degree from the University of Manitoba and has been a member of the Bars of Ontario and Manitoba for more than 35 years. Mr. Warkentin was a partner at Pitblado & Hoskin before leaving in 1998 to join Aikins, MacAulay & Thorvaldson LLP as a partner, where he practices in the area of corporate and commercial law and served as Managing Partner for 10 years. Formerly he was a director of Manitoba Mineral Resources Ltd., the Chair and director of Youth for Christ (Winnipeg) Inc. and a director of Grace Hospital Board of Management. Mr. Warkentin is currently the Chair and a trustee of Artis REIT, a real estate investment trust listed on the TSX and a director of several private corporations, foundations and partnerships.

Mr. Warkentin has been a Director since July 28, 2009 and was previously a trustee of the Fund.

Brad Bennett, O.B.C.

Mr. Bennett has been the President of McIntosh Properties Ltd., a real estate and investment holding company, since 1989. Mr. Bennett has served on a number of public and private company boards and is currently Chairman of Quails Gate Winery, a director of Kal Tire Holdings Ltd., a director of Rackforce Networks Inc. and a director of British Columbia Hydro and Power Authority.

Mr. Bennett also currently serves as Chairman of MITACS and is Vice-Chairman of the Fraser Institute. Past public service positions include Chairman of University of British Columbia, Chairman of Kelowna General Hospital Foundation, Co-Chairman of the Central Okanagan Hospice Campaign and Chairman of Rotary Centre for the Arts Building Committee. Mr. Bennett received an honorary Alumni Award from the University of British Columbia in 2007, was awarded the Order of British Columbia in 2010 and received an honorary Doctorate of Laws from the University of British Columbia in 2011. Mr. Bennett was awarded the Queen's Diamond Jubilee Medal in 2013.

Mr. Bennett became a Director on July 28, 2009.

Serena H. Kraayeveld, F.C.A., ICD.D

Chairman of Governance Committee

Ms. Kraayeveld graduated with a Bachelor of Commerce (Hons) from the University of Manitoba and is a member of the Institute of Chartered Accountants of Manitoba, the Canadian Institute of Chartered Accountants and the Institute of Corporate Directors. In 1990, she was elected an FCA by the Institute of Chartered Accountants of Manitoba. Prior to her retirement from public practice in 2008, Ms. Kraayeveld was a tax partner with PricewaterhouseCoopers LLP, providing tax and business advisory services to clients in a broad range of industries and with a variety of issues. In addition, Ms. Kraayeveld served terms as the Managing Partner of the Winnipeg Office of Coopers & Lybrand and as the Partner in Charge of the Winnipeg tax practice of PricewaterhouseCoopers LLP. Ms. Kraayeveld completed the Directors Education Program offered by the Institute of Corporate Directors and received the ICD.D designation in 2008. Ms. Kraayeveld currently serves as a director of CAA Manitoba. Past board positions have included the boards of PricewaterhouseCoopers LLP, Coopers & Lybrand, Institute of Chartered Accountants of Manitoba, Canadian Tax Foundation, United Way of Winnipeg, Manitoba Theatre Centre, Ducks Unlimited Canada and YWCA of Winnipeg.

Ms. Kraayeveld became a Director on November 10, 2011.

Allan Davis, CA

Mr. Davis holds a Bachelor of Commerce (Honours) from the University of Manitoba. He is a Chartered Accountant (1980) and is a member of the Institute of Chartered Accountants of Manitoba. Mr. Davis is currently the President and Director of AFD Investments Inc. a management consulting firm with extensive experience in transportation, distribution, and manufacturing. Mr. Davis is the Independent Chair of the Board of Trustees and Chair of the Audit Committee of the Boyd Group Income Fund ("Boyd"). Boyd is an open-ended mutual fund trust trading on the TSX. By number of locations, Boyd is the largest operator of non-franchised collision repair centres in North America and a major retail auto glass operator in the United States.

Mr. Davis became a Director on May 15, 2014.