notice of annual and special meeting of unitholders to be ... - Enerflex

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARInformation CircularFOR THE ANNUAL AND SPECIAL MEETING OF UNITHOLDERSTO BE HELD ON APRIL 7, 2009MANAGEMENT SOLICITATION OF PROXIESThis Information Circular dated March 3, 2009 is being furnished in connection with the solicitation of proxies bythe management of Enerflex Holdings General Partner Ltd. (the "General Partner"), the administrator of EnerflexSystems Income Fund (the "Fund"), and Enerflex Systems Ltd. (the "Company") to be used at the Annual andSpecial Meeting of the Fund (the "Meeting") of the holders ("Unitholders") of trust units ("Trust Units") andspecial voting units ("Special Voting Units") of the Fund to be held at the Sheraton Suites Eau Claire in theWildrose North room, 255 Barclay Parade S.W., Calgary, Alberta on April 7, 2009, at 4:00 p.m. Calgary time, and atany adjournment thereof, and for the purposes set forth in the accompanying Notice of Meeting and in thisInformation Circular. The Fund, the General Partner, the Company and the direct and indirect subsidiaries of the Fundare collectively referred to herein as "Enerflex".Solicitation of proxies will be primarily by mail, but may also be by telephone, facsimile or oral communication by thedirectors, officers and employees of the General Partner and the Company, at no additional compensation. The cost ofthe solicitation of proxies will be borne by the Fund. The General Partner or the Company will reimburse brokeragehouses, custodians, nominees and other fiduciaries for their reasonable charges and expenses incurred in forwardingproxy material to beneficial owners of Trust Units.The Fund has two classes of securities outstanding that entitle holders to exercise voting rights at meetings ofUnitholders, being the Trust Units and Special Voting Units. A single Special Voting Unit was issued to ComputershareTrust Company of Canada, as trustee, for the benefit of holders of exchangeable limited partnership units (the"Exchangeable LP Units") issued by the Enerflex Holdings Limited Partnership to certain holders that previously heldcommon shares of the Company and who elected to receive Exchangeable LP Units pursuant to the plan of arrangement(the "Arrangement"), which was completed on October 2, 2006, the purpose of the which was to move the business of theCompany into an income trust structure. The Special Voting Unit carries an aggregate number of votes equal to thenumber of Trust Units issuable upon the exchange of all outstanding Exchangeable LP Units, and is intended to permitholders of Exchangeable LP Units to indirectly cast the votes that they would be entitled to cast if they held the Trust Unitsissuable upon the exchange of their Exchangeable LP Units directly as at the record date for any meeting of Unitholders.The Trust Units and the Special Voting Unit vote together as a single class on all matters. Computershare TrustCompany of Canada is required to exercise the voting rights attached to the Special Voting Unit as instructed by holdersof Exchangeable LP Units and to abstain from exercising voting rights attached to the Special Voting Unit to the extent itdoes not receive voting instructions from holders of Exchangeable LP Units. The procedures that must be followed byholders of Exchangeable LP Units who wish to indirectly vote at the Meeting (by instructing Computershare TrustCompany of Canada to exercise voting rights attached to the Special Voting Unit) are discussed below under the heading"Voting of Exchangeable LP Units" and in the accompanying Voting Direction for Holders of Exchangeable LP Units.Appointment and Revocation of ProxiesThe management nominees named in the enclosed form of proxy are officers of the General Partner and the Company.A Unitholder has the right to appoint some other person (who need not be a Unitholder) to represent suchUnitholder at the Meeting instead of the management nominees designated in the enclosed form of proxy. Toexercise this right, a Unitholder should insert the name of the desired person in the blank space provided in the form ofproxy or should complete another appropriate form of proxy. A proxy will not be valid unless it is deposited at the officesof Computershare Trust Company of Canada, 9 th Floor – 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1, notless than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or anyadjournment.Proxies given by Unitholders for use at the Meeting may be revoked at any time prior to their use. In addition torevocation in any other manner permitted by law, a Unitholder giving a proxy may revoke the proxy by an instrument inwriting executed by the Unitholder or his attorney authorized in writing, or if the Unitholder is a corporation, under itscorporate seal or by an officer or attorney thereof duly authorized, and deposited at the offices of the ComputershareTrust Company of Canada, 9 th Floor – 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1, at any time up to andincluding the last business day preceding the Meeting, or any adjournment thereof, at which the proxy is to be used, orwith the Chairman of the Meeting on the day of the Meeting or adjournment, and upon either of such deposits, the proxyis revoked.PAGE 3