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

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARNOTICE OF ANNUAL AND SPECIAL MEETING OF UNITHOLDERSTO BE HELD APRIL 7, 2009NOTICE IS HEREBY GIVEN that an Annual and Special Meeting (the "Meeting") of the holders ("Unitholders") oftrust units ("Trust Units") and Special Voting Units ("Special Voting Units") of ENERFLEX SYSTEMS INCOME FUND (the"Fund") will be held at the Sheraton Suites Eau Claire in the Wildrose North room, 255 Barclay Parade S.W.,Calgary, Alberta on April 7, 2009 at 4:00 p.m., Calgary time, for the following purposes, namely:(a)(b)(c)(d)(e)(f)to receive and consider the consolidated financial statements of the Fund for the year ended December31, 2008 and the report of the auditors thereon;to individually elect ten directors of the General Partner for the ensuing year;to appoint auditors for the ensuing year and authorize the directors of the General Partner to fix theauditors' remuneration;to consider and, if thought fit, approve an ordinary resolution reconfirming the Unitholder Rights Plan ofthe Fund;to consider and, if thought fit, approve an ordinary resolution amending the Trust Unit Option Plan of theFund; andto transact such other business as may properly come before the meeting or any adjournment thereof.The specific details of the matters proposed to be put before the meeting is set forth in the accompanyingInformation Circular.The record date for determination for Unitholders entitled to receive notice of and to vote at the Trust Meeting isMarch 3, 2009 (the "Record Date"). Only Unitholders whose names have been entered in the applicable register of TrustUnits or Special Voting Units, on the close of business on the Record Date will be entitled to receive notice of and to voteat the Meeting. Unitholders who acquire Trust Units after the Record Date will not be entitled to vote at the Meeting.Each holder of exchangeable limited partnership units ("Exchangeable LP Units") of Enerflex Holdings LimitedPartnership on the Record Date is entitled to give voting instructions for a number of votes equal to the number of theholder's Exchangeable LP Units. Only holders of Exchangeable LP Units of record on the Record Date are entitled toreceive notice of, and to direct Computershare Trust Company of Canada regarding voting at the Meeting. The form ofvoting direction which accompanies this Information Circular is the means by which holders of Exchangeable LP Unitsmay authorize the voting rights associated with the Exchangeable LP Units at the Meeting. Computershare TrustCompany of Canada will exercise each vote only as directed on the voting direction. In the absence of instructions asto voting, Computershare Trust Company of Canada will not exercise these votes. Holders of Exchangeable LPUnits may also instruct Computershare Trust Company of Canada to give a proxy entitling the holder or that holder'sdesignee to vote personally the relevant number of votes or to grant to the General Partner a proxy to vote those votes.The procedures for holders of Exchangeable LP Units to instruct Computershare Trust Company of Canada about votingat the Meeting are explained in the "Voting Direction for Holders of Class B Limited Partnership Units of Enerflex HoldingsLimited Partnership" that has been provided to holders of Exchangeable LP Units with this Information Circular. To beeffective, the voting direction must be received at the office of Computershare Trust Company of Canada, 9 thFloor - 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1, not less than forty-eight (48) hours (excludingSaturdays, Sundays and holidays) before the time of the meeting or any adjournment thereof.A Unitholder may attend the Meeting in person or may be represented by proxy. Unitholders who areunable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return theaccompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the applicableproxy must be received at the office of Computershare Trust Company of Canada, 9 th Floor - 100 UniversityAvenue, Toronto, Ontario, Canada M5J 2Y1, not less than forty-eight (48) hours (excluding Saturdays, Sundaysand holidays) before the time of the meeting or any adjournment thereof. A person appointed as proxy need not bea Unitholder of the Fund.PAGE 1

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARDATED at Calgary, Alberta this 3rd day of March 2009.Enclosed with this Notice:Information CircularForm of ProxyReturn EnvelopeBy Order of the Board Of Directors ofENERFLEX HOLDINGS GENERAL PARTNER LTD., inits capacity as administrator of ENERFLEX SYSTEMSINCOME FUND[signed] “D. James Harbilas”D. James HarbilasVice-President and Chief Financial OfficerPAGE 2

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

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARExercise of Discretion by ProxiesThe management nominees named in the enclosed form of proxy will vote or withhold from voting the Trust Units inrespect of which they are appointed in accordance with the direction of the Unitholders appointing them on any ballot thatmay be called for at the Meeting. In the absence of such direction, such units will be voted in favour of (i) theelection of those nominees identified in this Information Circular as directors of the General Partner; (ii) theappointment of Deloitte & Touche LLP as auditors for the ensuing year and the authorization of the directors tofix the auditors' remuneration; (iii) the reconfirmation of the Unitholder rights plan of the Fund; (iv) theamendments to the Trust Unit Option Plan of the Fund; and (v) in respect of any other business raised at theMeeting, as such persons consider appropriate.The enclosed form of proxy confers discretionary authority upon the persons named therein with respect toamendments or variations to matters identified in the Notice of Meeting and with respect to other matters whichmay properly come before the Meeting. As of the date hereof, the management of the Company knows of no suchamendments, variations or other matters.Voting of Exchangeable LP UnitsEach holder of Exchangeable LP Units is entitled to give Computershare Trust Company of Canada voting instructions inrespect of a number of votes equal to the number of Trust Units issuable upon the exercise of the Exchangeable LP Unitsregistered in the name of such holder as at the record date for the Meeting (March 3, 2009). The procedures that must befollowed by holders of Exchangeable LP Units who wish to indirectly vote at the Meeting (by instructing ComputershareTrust Company of Canada to exercise voting rights attached to the Special Voting Unit) are explained in theaccompanying Voting Direction for Holders of Exchangeable LP Units (the "Voting Direction"). Computershare TrustCompany of Canada will exercise voting rights attached to the Special Voting Unit as instructed by holders ofExchangeable LP Units and will 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. A holder of Exchangeable LP Units may alsoinstruct Computershare Trust Company of Canada to provide the holder with a proxy entitling the holder (or a designee ofthe holder) to personally exercise voting rights attached to the Special Voting Unit at the Meeting.Notice to Beneficial Holders of Trust UnitsThe information in this section is of significant importance to many Unitholders, as a substantial number ofUnitholders do not hold Trust Units in their own name. Unitholders who do not hold their Trust Units in their ownname (referred to in this Circular as "Beneficial Unitholders") should note that only proxies deposited by Unitholderswhose names appear on the records maintained by the Fund (or the transfer agent of the Trust Units) as the registeredholders of Trust Units can be recognized and acted upon at the Meeting. If Trust Units are listed in an account statementprovided to a Unitholder by a broker, then in almost all cases those Trust Units will not be registered in the Unitholder'sname on the records. Such Trust Units will more likely be registered under the name of the Unitholder's broker or anagent of that broker. In Canada, the vast majority of publicly traded securities are registered under the name of CDS &Co. (the registration name for The Canadian Depository for Securities, which acts as nominee for many Canadianbrokerage firms). The Fund does not know for whose benefit the Trust Units registered in the name of CDS & Co. areheld. Trust Units held by a broker or its agent for the benefit of the broker's clients can only be voted upon theinstructions of the Beneficial Unitholder. Without specific instructions, brokers and their agents are prohibited from votingTrust Units held for the benefit of the broker's clients. Therefore, Beneficial Unitholders should ensure thatinstructions respecting the voting of their Trust Units are communicated to the appropriate person well inadvance of the Meeting and should contact their broker promptly if assistance is required.Under applicable regulatory policy, intermediaries/brokers are required to seek voting instructions from BeneficialUnitholders in advance of the Meeting. Every intermediary/broker has its own mailing procedures and provides its ownreturn instructions to clients. These instructions should be carefully followed by Beneficial Unitholders in order to ensurethat their Trust Units are voted at the Meeting. The form of proxy supplied to a Beneficial Unitholder by its broker (or theagent of that broker) may be similar or identical to the form of proxy provided to registered Unitholders by the Fund.However, its purpose is limited to instructing the registered Unitholder (i.e., the broker or agent of the broker) how to voteon behalf of the Beneficial Unitholder. A beneficial Unitholder may not use such a proxy to vote Trust Units held in thename of its broker (or agent of that broker) directly at the Meeting. The majority of brokers now delegate responsibility forobtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically mails ascannable voting instruction form ("Voting Instruction Form") in lieu of a form of proxy. The Beneficial Holder is requestedto complete and return the Voting Instruction Form to Broadridge by mail or facsimile. Alternatively, the BeneficialUnitholder may be permitted to call a toll-free telephone number or use the Internet to convey voting instructions. Prior tothe Meeting, Broadridge tabulates the results of all voting instructions received and provides appropriate instructionsrespecting the voting of Trust Units to be represented at the Meeting. A Beneficial Unitholder receiving a VotingInstruction Form from ADP cannot use that Voting Instruction Form to vote Trust Units directly at the Meeting --the Voting Instruction Form must be completed and returned as directed by ADP (or voting directions otherwisePAGE 4

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARcommunicated in accordance with instructions provided by ADP) well in advance of the Meeting in order to havethe Trust Units voted.Although a Beneficial Unitholder may not be recognized directly at the Meeting for the purposes of voting Trust Unitsregistered in the name of the Beneficial Unitholder's broker (or agent of the broker), a Beneficial Unitholder may attend atthe Meeting as proxyholder for the registered Unitholder (i.e., that Beneficial Unitholder's broker or an agent of the broker)and vote the applicable Trust Units in that capacity. Beneficial Unitholders who wish to attend the Meeting and indirectlyvote their Trust Units, as proxyholder for the registered Unitholder, should follow the instructions provided in that regardby the Beneficial Unitholder's broker (or agent of that broker), and ensure that appropriate directions respecting theappointment of the Beneficial Unitholder are provided well in advance of the Meeting.The foregoing information also applies to holders of Exchangeable LP Units who do not hold their Exchangeable LP Unitsin their own name. Holders of Exchangeable LP Units who do not hold their Exchangeable LP Units in their own nameshould note that only Voting Directions deposited by holders of Exchangeable LP Units whose names appear on therecords of Enerflex Holdings Limited Partnership (or the transfer agent for the Exchangeable LP Units) as the registeredholders of Exchangeable LP Units can be recognized and acted upon at the Meeting. Accordingly, persons whoseExchangeable LP Units are held in the name of a broker or other intermediary should follow the instructions onthe forms they receive from their broker (or other intermediary) in order to ensure that the applicable votingrights are exercised at the Meeting, and should contact their broker promptly if they need assistance.Trust UnitsTRUST UNITS AND PRINCIPAL HOLDERSThere are 44,142,920 issued and outstanding Trust Units and one issued and outstanding Special Voting Unit as atFebruary 19, 2009. Each Trust Unit confers upon the holder thereof the right to one vote. The Special Voting Unit entitlesthe holder thereof to cast a number of votes equal to the number of Trust Units issuable upon the exercise of alloutstanding Exchangeable LP Units as at March 3, 2009. The General Partner will prepare, as of the close of businesson March 3, 2009 a list of Unitholders entitled to receive the Notice of Meeting and the number of units held by each suchUnitholder. Only Unitholders of record as at March 3, 2009 will be entitled to vote at the Meeting. Any Unitholder mayexamine the list of Unitholders during usual business hours of the head office of the Fund or at the Meeting.There were 2,667,072 Exchangeable LP Units outstanding as at February 19, 2009, each exchangeable into one TrustUnit. Accordingly, Computershare Trust Company of Canada, as the registered holder of the Special Voting Unit, will beentitled to cast up to an aggregate of 2,667,072 votes at the Meeting, which votes will be cast in accordance with votinginstructions received from holders of Exchangeable LP Units. Computershare Trust Company of Canada will abstain fromexercising voting rights attached to the Special Voting Unit to the extent it does not receive voting instructions fromholders of Exchangeable LP Units.Principal Holders of Trust UnitsTo the knowledge of the directors and management of the General Partner and the Company, no person beneficiallyowned, directly or indirectly, or exercised control or direction over, more than 10% of the issued and outstanding votingsecurities of the Fund as at February 19, 2009 other than as set forth below:Percentage of Number of TrustUnits owned, controlled orSecurityholder NameNumber of Trust Units owned,controlled or directeddirected of Outstanding TrustUnitsBluewater Investment Management (1) 6,415,680 13.71%Leith Wheeler Investment Counsel Ltd. 5,302,850 12.00%Notes:(1) Bluewater Investment Management manages 5,900,010 Trust Units for Mackenzie Financial Corp.through their Universal Canadian Growth Fund and Universal Canadian Balanced Fund.PAGE 5

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARBUSINESS OF THE MEETINGThe Deed of Trust establishing the Fund (the "Deed of Trust") provides that annual meetings of Unitholders will be calledand held annually for: (i) the election of the directors of the General Partner; (ii) the appointment of auditors of the Fundfor the ensuing year; (iii) the presentation of the audited consolidated financial statements of the Fund for the immediatelypreceding fiscal year; and (iv) the transaction of such other business as Unitholders may be entitled to vote upon or as theGeneral Partner may determine or as may be properly brought before the meeting.Financial StatementsThe consolidated financial statements of the Fund as at and for the year ended December 31, 2008, together with theauditors' report on those statements, will be placed before the Meeting and are included in the Fund's 2008 AnnualReport to Unitholders. No action by Unitholders is required at the Meeting in respect of such financial statements andauditor's report.Election of DirectorsThe articles of the General Partner provide that the Board of Directors of the General Partner (the "Board of Directors")shall consist of not less than three and not more than eleven directors. At the Meeting, it is proposed that ten directors beelected to hold office until the next annual meeting or until their successors are elected or appointed. On any ballot thatmay be called for at the Meeting, the Trust Units represented by proxies in favour of management nominees willbe voted, in the absence of directions to the contrary, in favour of the election as directors of the nomineeshereinafter set forth, all of whom have consented to be named herein as nominees.Management does not contemplate that any of the nominees will be unable to serve as a director but, if that should occurfor any reason prior to the Meeting, proxies will not be voted with respect to such vacancy.The following table and the notes thereto set forth the names of the persons proposed to be nominated for election asdirectors, all other positions and offices with the General Partner now held by them, their principal occupations oremployment, the period during which they have served as directors of the General Partner, and the number of Trust Unitsand Exchangeable LP Units beneficially owned, directly or indirectly, or over which control or direction is exercised byeach of them on February 19, 2009. The information contained herein as to Trust Units or Exchangeable LP Unitsbeneficially owned, directly or indirectly, or over which control or direction is exercised is based upon informationfurnished to the General Partner by the respective nominees. The General Partner has not established any fixed termlimits for directors and unless otherwise determined by the Board of Directors, no person shall be appointed as a directorat any time on or after the date upon which that individual reaches his or her seventieth birthday. Each of the personselected as directors of the General Partner will be elected by the Partnership to hold office as directors of the Companyuntil the next annual meeting or until their successors are elected or appointed.As per Board policy, any person nominated for election as a director that does not obtain a majority of votes in favour oftheir election will tender their resignation as a director of both the General Partner and the Company, which resignationmay be accepted by the Board of Directors, in its sole discretion.Name andMunicipality ofResidence Office Age Principal OccupationDirectorSinceTrust Units andExchangeable LPUnits BeneficiallyOwnedTotal Valueof EquityHoldings (8)P. John AldredCalgary, AlbertaCanadaDirector,Non-ExecutiveChairman64 Non-Executive Chairman,Enerflex Systems Ltd.and Enerflex HoldingsGeneral Partner Ltd.1980 3,644,536 (4) $32,691,488Patrick D.Daniel (2)Calgary, AlbertaCanadaIndependentDirector62 President and ChiefExecutive Officer,Enbridge Inc.1998 8,000 $71,760Tim W.Faithfull (1)Cornwall, UnitedKingdomIndependentDirector64 Corporate Director 2009 0 (7) $0PAGE 6

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARJ. BlairGoertzenRed Deer,AlbertaCanadaDirector,Presidentand ChiefExecutiveOfficer49 President and ChiefExecutive Officer,Enerflex Systems Ltd.and Enerflex HoldingsGeneral Partner Ltd.2006 155,300 $1,393,041Douglas J.Haughey (3)Calgary, AlbertaCanadaIndependentDirector52 President and ChiefExecutive Officer,WindShift Capital Corp.2002 9,500 $85,215Robert B.Hodgins (1)Calgary, AlbertaCanadaIndependentDirector57 Investor and CorporateDirector2004 8,000 $71,760Geoffrey F.(1) (2)HylandCaledon,OntarioCanadaIndependentDirector64 Consultant and CorporateDirector1998 8,000 $71,760Nancy M. Laird(1) (3)Calgary, AlbertaCanadaIndependentDirector53 Investor and CorporateDirector2005 4,000 $35,880J. Nicholas(1) (3)RossToronto, OntarioCanadaIndependentDirector73 Chairman and ChiefExecutive Officer,Rover Capital Corporation1980 43,696 (5) $391,953Robert C.Williams (2)Toronto, OntarioCanadaIndependentDirector(LeadDirector)63 Vice Chairman,Equity Capital Markets,Scotia Capital Inc.1980 1,046,558 (6) $9,387,625Notes:(1) Member of the Audit Committee.(2) Member of the Corporate Governance Committee.(3) Member of the Human Resources and Compensation Committee.(4) Energrowth Holdings Ltd., a private corporation wholly-owned by Mr. Aldred owns 1,118,236 TrustUnits and 2,508,800 Exchangeable LP Units. The Trust Units beneficially owned by Mr. Aldred include17,500 Trust Units held by Ms. Cheryl Aldred, Mr. Aldred's spouse.(5) Rover Capital Holdings Limited, a private corporation wholly-owned through Rover Capital Corporationby Mr. Ross and his spouse, Lynn Ross, owns 32,296 Trust Units and Rover Capital Corporation owns3,500 Trust Units. Mr. Ross and his spouse hold an additional 5,900 Trust Units in their personalRRSP accounts and 2000 Trust Units in their Charitable Foundation.(6) 3307808 Canada Inc., a private company owned by Mr. Williams owns 928,400 Trust Units and645,947 Ontario Ltd., a private company owned by Mr. Williams owns 30,000 Trust Units and 71,844Exchangeable LP Units. The Trust Units beneficially owned by Mr. Williams include 12,314 Trust Unitsand 4,000 Trust Units held by his spouse, Ms. Jilla Williams’s RRSP account.(7) Mr. Faithfull was appointed the director of Enerflex Systems Income Fund on January 7, 2009 and Mr.Faithfull does not hold any Trust Units or Exchangeable LP Units.(8) Represents the face value of the Trust Units or Exchangeable LP Units based on the $8.97 closingprice of the Trust Units on the Toronto Stock Exchange on February 19, 2009.PAGE 7

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARIntroduction to the Board of DirectorsMr. P. John Aldred is the Founder of Enerflex. Mr. Aldred retired as the Executive Chairman of Enerflex effectiveSeptember 30, 2008 and continues to serve as Chairman of the Board of Directors. Mr. Aldred also serves on the Boardof Directors of Enseco Energy Services and is also the Chairman and Founder of the Cadmus Foundation. Mr. Aldred is apast Vice-Chair of SAIT's Board of Governors and continues to serve as a member of the Trades and Technology andCampaign Cabinet committees. Prior to founding Enerflex in 1980, Mr. Aldred was President and Chief Executive Officerof Pamco, a compressor systems manufacturing and servicing company. Pamco is now part of Enerflex.Mr. Patrick D. Daniel is the President, Chief Executive Officer and a director of Enbridge Inc. He is also a director ofseveral Enbridge subsidiary companies and EnCana Corporation. Mr. Daniel has over 36 years of experience in theenergy industry. Mr. Daniel has been a member of the Board of Directors since 1998. Mr. Daniel holds a Bachelor ofScience (University of Alberta) and Master of Science (University of British Columbia), both in chemical engineering.Mr. Timothy W. Faithfull is a 36 year veteran of Royal Dutch/Shell plc, where he fulfilled diverse international rolesincluding the President and Chief Executive Officer of Shell Canada Limited. Mr. Faithfull is also a director of CanadianPacific Railway, TransAlta Corporation, AMEC plc and Shell Pensions Trust Limited. Mr. Faithfull became a member ofEnerflex’s Board of Directors in January 2009. Mr. Faithfull holds a Master of Arts degree in Philosophy, Politics andEconomics (University of Oxford).Mr. J. Blair Goertzen is President and Chief Executive Officer of Enerflex. Mr. Goertzen’s 21 years of industry experienceincluded general management and executive-level positions at several Canadian based energy services companies. Mr.Goertzen also serves on the Board of Directors and Audit Committee of Winalta Inc. Mr. Goertzen was appointed to theBoard of Directors in 2006.Mr. Douglas J. Haughey has 31 years of broad-based experience in the energy industry. Most recently Mr. Haughey wasPresident and Chief Executive Officer of Spectra Energy Income Fund. Mr. Haughey also serves as a director of PembinaPipeline Corporation, the United Way of Calgary and Area and is a member of the Southern Alberta Institute of TechnologyChairman’s Advisory Circle. Mr. Haughey has been an independent member of the Board of Directors since 2002. Mr.Haughey holds a Bachelor of Administration degree (University of Regina) an MBA (University of Calgary), and an ICD.Ddesignation (Institute of Corporate Directors).Mr. Robert B. Hodgins is an independent businessman with a career spanning over 27 years with several seniorCanadian corporations. Most recently, Mr. Hodgins served as the Chief Financial Officer of Pengrowth Energy Trust. Mr.Hodgins was also Vice President and Treasurer of Canadian Pacific Limited and Chief Financial Officer of TransCanadaPipelines Limited. He is a director of Fairborne Energy Ltd., AltaGas Income Trust, Enerplus Resources Fund and MGMEnergy Corp. Mr. Hodgins joined the Board of Directors in 2004. Mr. Hodgins holds a Bachelor of Arts in Business degree(Richard Ivey School of Business) and is a Chartered Accountant.Mr. Geoffrey F. Hyland is the former President and Chief Executive Officer of ShawCor. Mr. Hyland retired from ShawCorin 2005 after a 37 year career with the company however he continues to serve as a director of ShawCor. Mr. Hyland isalso a member of the board of directors for Fortis Inc. and Exco Technologies Ltd. He has been a member of Enerflex’sBoard of Directors since 1998. Mr. Hyland holds an Engineering degree (McGill University) and MBA (Schulich School ofBusiness at York University).Ms. Nancy M. Laird has more than 20 years of experience in the energy industry. Ms. Laird served as a Senior Vice-President, Marketing and Midstream for Encana and its predecessor, PanCanadian Energy and was President of NrGInformation Services Inc. Currently Ms. Laird is a board member for Keyera Facilities Income Fund, Alter Nrg Corp. andSynodon Inc. Ms. Laird has been a member of the Board of Directors since 2005. Ms. Laird holds an MBA (SchulichSchool of Business at York University).Mr. J. Nicholas Ross is the founder and has been the Chairman, President and Chief Executive Officer of Rover CapitalCorporation, a private merchant banking organization since 1996. From 1970 to 1996, Mr. Ross was a partner of Ernst &Young where he specialized in advising and assisting entrepreneurial businesses to grow strategically, undertakeacquisitions and raise financing. His current directorships include two SCITI Trusts (Toronto), SCITI ROCS (Toronto),Canadian Resources Income Trust (Toronto) and Butterfield & Company in Bermuda. Mr Ross is also the Chairman of theInvestment Advisory Committee of Imperial Capital Corporation, a Toronto based mid-market buyout firm. Mr. Ross holdsa Bachelor of Arts with Honours in English Language and Literature from the University of Toronto and a Master in Arts inEconomics from Cambridge University. He is a Chartered Accountant having earned the Ontario Gold Medal andCanadian Silver Medal on obtaining such designation in 1964.Mr. Robert C. Williams is Vice Chairman, Equity Capital Markets at Scotia Capital Inc. Mr. Williams is on the Board ofScotia Merchant Bank and a number of special purpose TSX listed companies that have been sponsored by Scotia Capital.PAGE 8

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARMr. Williams is Chairman of the St. Andrew’s College Foundation and is a member of their Board of Governors. He hasbeen an independent member of the Board since the founding of the organization and is the Lead Director.Board Meetings and Standing CommitteesTo assist in the discharge of its responsibilities, the Board of Directors has designated three standing committees: theAudit Committee, the Human Resources and Compensation Committee ("HR&C") and the Corporate GovernanceCommittee. The Board of Directors from time to time has designated and may in the future designate ad hoc committeesto assist in the discharge of its responsibilities. The position description for the chair of each committee is contained inthe appropriate Committee Charter. The function of the Board of Directors and its committees is more fully described inAppendix “A” hereto. For additional disclosure on the composition of the Audit Committee please refer to the heading"Audit Committee" in the Fund's current Annual Information Form dated February 19, 2009.The Roles and Responsibilities and the Board Mandate are attached as follows:Mandate for the Board of DirectorsNational Instrument 58-101 Disclosure of Corporate GovernancePractices and 58-102 Corporate Governance GuidelinesAppendix "A"Appendix "B"Attendance by Board MembersThe following table sets out the attendance records of the directors at Board of Directors and committee meetings held in2008 and includes both their attendance at meetings of the Company and joint meetings of the Company and the GeneralPartner.DirectorsBoardMeetingsAuditCommitteeMeetingsHR&CCommitteeMeetingsCorporateGovernanceCommitteeMeetingsP. John Aldred (1) 10 of 10 4 of 4 4 of 4 -Patrick D. Daniel 9 of 10 - - 2 of 2J. Blair Goertzen (1) 9 of 10 3 of 4 3 of 4 -Douglas J. Haughey 10 of 10 - 4 of 4 -Robert B. Hodgins 10 of 10 4 of 4 - -Geoffrey F. Hyland 10 of 10 4 of 4 - 2 of 2Nancy M. Laird 8 of 10 3 of 4 4 of 4 -J. Nicholas Ross 10 of 10 4 of 4 4 of 4 -Robert C. Williams 10 of 10 - - 2 of 2Notes:(1) Mr. Aldred and Mr. Goertzen are not members of any of the Committees but have been invited toattend a portion of the Audit and Human Resources and Compensation Committee meetings.On any ballot that may be called for at the Meeting, the Trust Units represented by proxies in favour ofmanagement nominees will be voted, in the absence of directions to the contrary, in favour of the election asdirectors of the nominees set forth above, all of whom have consented to be named herein as nominees.APPOINTMENT OF AUDITORSManagement of the Company proposes to nominate Deloitte & Touche LLP, Chartered Accountants, Calgary, Alberta, asauditors of the Company until the next annual meeting of Unitholders. Representatives of Deloitte & Touche LLP areexpected to be present at the Meeting and will have an opportunity to make a statement if they wish to do so. Suchrepresentatives will be available to respond to appropriate questions.On any ballot that may be called for at the Meeting, the Trust Units represented by proxies in favour ofmanagement nominees will be voted in favour of the appointment of Deloitte & Touche LLP as auditors of theCompany for the ensuing year and the authorization of the General Partner to fix the auditors' remuneration,unless a Unitholder has specified in his proxy that his shares are to be withheld from voting in the appointmentof auditors.PAGE 9

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARRECONFIRMATION OF UNITHOLDER RIGHTS PLANAt the Meeting, Unitholders will be asked to reconfirm the Unitholder Rights Plan (the "Rights Plan") of the Fund. Theadoption of the Rights Plan by the Fund was authorized and approved by the shareholders of the Company at the specialmeeting of the shareholders of the Company held on September 27, 2006.The Fund has reviewed the Rights Plan for conformity with current practices with respect to rights plan design and hasdetermined that since September 2006, when the Rights Plan was adopted, there have been no material changes to suchrights plan design. A copy of the Rights Plan is available via the internet at www.enerflex.com.Unitholders will be asked at the Meeting to consider and, if deemed advisable, to approve, by simple majority of votescast at the Meeting, the following resolution (the "Rights Plan Resolution") to reconfirm the Rights Plan:"BE IT RESOLVED THAT:(a)(b)The Unitholder Rights Plan of the Fund be and it is hereby reconfirmed and approved; andAny Officer or Director of the General Partner be and is hereby authorized for and on behalf of the Fund to do allsuch things and to execute all such documents or instruments as may be necessary or desirable to give effect tothis resolution and the matters authorized hereby, such determination to be conclusively evidenced by theexecution and delivery of any such documents or instruments and the taking of any such actions."The Rights Plan utilizes the mechanism of a Permitted Bid (as hereinafter described) to ensure that a person seekingcontrol of the Fund gives Unitholders and the General Partner sufficient time to evaluate the bid, negotiate with the initialbidder and encourage competing bids to emerge. The purpose of the Rights Plan is to protect Unitholders by requiring allpotential bidders to comply with the conditions specified in the Permitted Bid provisions or risk being subject to the dilutivefeatures of the Rights Plan. Generally, to qualify as a Permitted Bid, a bid must be made to all Unitholders and must beopen for 60 days after the bid is made. If more than 50% of the Trust Units held by Independent Unitholders (ashereinafter defined) are deposited or tendered to the bid and not withdrawn, the bidder may take up and pay for suchTrust Units. The take-over bid must then be extended for a further period of ten days on the same terms to allow thoseUnitholders who did not initially tender their Trust Units to tender to the take-over bid if they so choose. Thus, there is nocoercion to tender during the initial 60-day period because the bid must be open for acceptance for at least ten days afterthe expiry of the initial tender period. The Rights Plan is designed to make it impracticable for any person to acquire morethan 20% of the outstanding Trust Units without the approval of the General Partner except pursuant to the Permitted Bidprocedures or pursuant to certain other exemptions outlined below. Management believes that the Rights Plan taken as awhole should not be an unreasonable obstacle to a serious bidder willing to make a bona fide and financially fair offeropen to all Unitholders. The provisions of the Rights Plan relating to portfolio managers are designed to prevent thetriggering of the Rights Plan by virtue of the customary activities of such persons.The Rights Plan has a ten year term, subject to re-confirmation every three years.The following is a summary of the principal provisions of the Rights Plan, which is qualified in its entirety by reference tothe text of the Rights Plan.Issue of RightsUpon implementation of the Rights Plan, one right (a "Right") was issued and attached to each outstanding Trust Unit.One Right will also attach to any subsequently issued Trust Units. The initial exercise price of each Right is $200 (the"Exercise Price"), subject to appropriate anti-dilution adjustments.Rights Exercise PrivilegeThe Rights will separate from the Trust Units to which they are attached and will become exercisable at (the "SeparationTime") the close of business on the tenth trading day after the earlier of (A) the first date of public announcement by theFund or an Acquiring Person (as hereinafter defined) of facts indicating that a person has become an Acquiring Person,(B) the date of the commencement of, or first public announcement of, the intent of any person (other than the Fund orany subsidiary of the Fund) to commence a take-over bid (other than a Permitted Bid or Competing Bid (as describedbelow)), or (C) the date on which a Permitted Bid or Competing Permitted Bid ceases to qualify as such, or, in either case,such later date as may be determined by the General Partner.The acquisition by a person (an "Acquiring Person"), including persons acting in concert, of 20% or more of the TrustUnits, other than by way of a Permitted Bid in certain circumstances, is referred to as a "Flip-in Event". Any Rights held byan Acquiring Person on or after the earlier of the Separation Time or the first date of the public announcement by thePAGE 10

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARFund or by an Acquiring Person that an Acquiring Person has become such, will become void upon the occurrence of aFlip-in Event. Ten trading days after the occurrence of the Flip-in Event, the Rights (other than those held by the AcquiringPerson) will permit the holder to purchase Trust Units at a 50% discount to the market price at the time (for example,Trust Units with a total market value of $400, on payment of $200).The issue of the Rights is not initially dilutive. Upon a Flip-in Event occurring and the Rights separating from the attachedTrust Units, reported earnings per Trust Unit on a fully diluted or non-diluted basis may be affected. Holders of Rights whodo not exercise their Rights upon the occurrence of a Flip-in Event may suffer substantial dilution.Certificates and TransferabilityPrior to the Separation Time, the Rights are evidenced by a legend imprinted on certificates for Trust Units and are nottransferable separately from the attached Trust Units. From and after the Separation Time, the Rights will be evidencedby Rights certificates, which will be transferable and traded separately from the Trust Units.Permitted Bid RequirementsThe requirements of a Permitted Bid include the following:• the take-over bid must be made by way of a take-over bid circular;• the take-over bid must be made to all holders (other than the bidder) of Trust Units and holders of ExchangeableLP Units on the same terms;• the take-over bid must not permit Trust Units tendered pursuant to the take-over bid to be taken up prior to theexpiry of a period of not less than 60 days from the date of the bid and then only if at such time more than 50%of the Trust Units (including those underlying Exchangeable LP Units) held by Unitholders other than the bidder,its affiliates and persons acting jointly or in concert with the bidder (the "Independent Unitholders") have beentendered pursuant to the take-over bid and not withdrawn; and• if more than 50% of the Trust Units (including those underlying Exchangeable LP Units) held by IndependentUnitholders are tendered to the take-over bid within the 60 day period, the bidder must make a publicannouncement of that fact and the take-over bid must remain open for deposits of Trust Units and ExchangeableLP Units for an additional ten business days from the date of such public announcement.The Rights Plan allows a competing Permitted Bid (a "Competing Permitted Bid") to be made while a Permitted Bid is inexistence. A Competing Permitted Bid must satisfy all the requirements of a Permitted Bid except that, provided it isoutstanding for a minimum period of 35 days, it may expire on the same date as the Permitted Bid.Waiver and RedemptionThe General Partner may, prior to a Flip-in Event, and in certain circumstances without the approval of Unitholders, waivethe dilutive effects of the Rights Plan in respect of a particular Flip-in Event. At any time prior to the occurrence of a Flip-inEvent, and in certain circumstances without the approval of the Rights holders, the General Partner may redeem all, butnot less than all, of the outstanding Rights at a price of $0.00001 each.Waiver of Inadvertent Flip-in EventThe General Partner may, prior to the close of business on the tenth day after a person has become an Acquiring Person,waive the application of the Rights Plan to an inadvertent Flip-in Event, on the condition that such person reduces itsbeneficial ownership of Trust Units such that it is not an Acquiring Person within 14 days of the determination of theGeneral Partner.Portfolio ManagersThe provisions of the Rights Plan relating to portfolio managers are designed to prevent the occurrence of a Flip-in Eventsolely by virtue of the customary activities of such managers, including fund companies and other persons, where asubstantial portion of the ordinary business of such person is the management of funds for unaffiliated investors, so longas any such person does not propose to make a take-over bid either alone or jointly with others.PAGE 11

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARUnitholder RightsUntil a Right is exercised, the holder thereof, as such, will have no rights as a Trust Unitholder.The Board of Directors has determined that the Rights Plan is in the best interests of the Fund and itsUnitholders and unanimously recommends that Unitholders vote in favour of the Rights Plan Resolution.For the Rights Plan to continue in effect after the Meeting, the Rights Plan Resolution must be passed by theUnitholders. If the Rights Plan Resolution is not passed, the Rights Plan will terminate.At the Meeting, the persons named in the enclosed Form of Proxy, if not expressly directed to the contrary insuch Form of Proxy, will vote such proxies in favour of the Rights Plan Resolution.AMENDMENT TO TRUST UNIT OPTION PLANThe Fund has a Trust Unit Option Plan (the “Trust Unit Option Plan”) as described under the heading “CompensationDiscussion and Analysis – Long-Term Incentive Awards – Trust Unit Option Plan”. The Trust Unit Option Plan currentlyprovides that the aggregate number of Trust Units reserved by the Fund for issuance under the Trust Unit Option Plan andall other security based compensation arrangements of the Fund shall not exceed 2,366,420 Trust Units and: (i) theaggregate number of Trust Units so reserved for issuance in any one fiscal year shall not exceed 473,284 Trust Units; and(ii) the aggregate number of Trust Units so reserved for issuance to any one person shall not exceed 354,963 Trust Units.Other than by limiting the aggregate number of Trust Units that may be reserved under the Trust Unit Option Plan in anyone fiscal year generally, the Trust Unit Option Plan does not currently provide for a specific limit on the number of TrustUnits that may be reserved for issuance to any one person in any one fiscal year. The Fund proposes to amend the TrustUnit Option Plan to establish a maximum number of Trust Units that may be reserved for issuance in any one fiscal year toany one person and to change the maximum aggregate number of Trust Units that may be reserved for issuance to anyone person, such that the Trust Unit Option Plan provides that: (i) the aggregate number of Trust Units reserved forissuance under the Trust Unit Option Plan in any one fiscal year to any one person shall not exceed 118,321 Trust Units;and (ii) the aggregate cumulative number of Trust Units reserved for issuance under the Trust Unit Option Plan to any oneperson shall not exceed 591,605 Trust Units.On February 27, 2009, the Board of Directors resolved to amend the Trust Unit Option Plan in accordance with theforegoing, subject to receipt of regulatory and Unitholder approval. The Board believes that the proposed amendments tothe Trust Unit Option Plan will align its provisions with those common in the market place, in that it will limit the number ofoptions to purchase Trust Units granted to any one person in any one year to 5% of the cumulative limit of 2,366,420 TrustUnits reserved for issuance under the Trust Unit Option Plan, and will limit the number of options to purchase Trust Unitsgranted to any one person under the Trust Unit Option Plan to 25% of the cumulative limit of 2,366,420 Trust Unitsreserved under the Trust Unit Option Plan.Unitholders will be asked at the Meeting to consider and, if deemed advisable, to approve, by simple majority of votes castat the Meeting, the following resolution (the "Trust Unit Option Plan Resolution") to amend the Trust Unit Option Plan:"BE IT RESOLVED THAT:(a)(b)The amendment to the Trust Unit Option Plan approved by the Board of Directors of the General Partneron February 27, 2009 to establish a maximum number of Trust Units that may be reserved for issuancein any one fiscal year to any one person and to change the maximum aggregate number of Trust Unitsthat may be reserved for issuance to any one person, such that the Trust Unit Option Plan provides that:(i) the aggregate number of Trust Units reserved for issuance under the Trust Unit Option Plan in anyone fiscal year to any one person shall not exceed 118,321 Trust Units; and (ii) the aggregatecumulative number of Trust Units reserved for issuance under the Trust Unit Option Plan to any oneperson shall not exceed 591,605 Trust Units be and the same is hereby approved and ratified; andAny Officer or Director of the General Partner be and is hereby authorized for and on behalf of the Fundto do all such things and to execute all such documents or instruments as may be necessary or desirableto give effect to this resolution and the matters authorized hereby, such determination to be conclusivelyevidenced by the execution and delivery of any such documents or instruments and the taking of anysuch actions."The Board of Directors has determined that the amendment to the Trust Unit Option Plan is in the best interests of theFund and its Unitholders and unanimously recommends that Unitholders vote in favour of the Trust Unit Option PlanResolution.PAGE 12

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARAt the Meeting, the persons named in the enclosed Form of Proxy, if not expressly directed to the contrary in suchForm of Proxy, will vote such proxies in favour of the Trust Unit Option Plan Resolution.DIRECTORS' AND OFFICERS' LIABILITY INSURANCEFor the year ended December 31, 2008, Enerflex has purchased Director and Officer's liability insurance with an annualaggregate limit of $45,000,000. The premium expensed in the fiscal year ended December 31, 2008 for Director andOfficer’s liability program was $223,700. The program carries a deductible of $250,000, which would be the responsibilityof Enerflex. Effective July 1, 2008, the liability insurance increased from $35,000,000 to $45,000,000; and the deductibledecreased from $500,000 to $250,000.INTEREST OF INSIDERS IN MATERIAL TRANSACTIONSOther than as set forth elsewhere in this Information Circular, management is unaware of any person who has been adirector or officer of the Company or the General Partner at any time since the beginning of the last financial year, nor anyproposed nominee for election as director of the General Partner, nor any associate or affiliate of the foregoing, that hasany material interest, direct or indirect in any transaction since the commencement of the Fund's last financial year or inany proposed transaction which has materially affected or would materially affect the Fund.PAGE 13

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARCOMPENSATION DISCUSSION AND ANALYSISExecutive SummaryIn 2008, Enerflex achieved record financial results for revenue; earnings before interest, taxes, depreciation andamortization (EBITDA); net income, backlog and leading its Canadian peer group in unit price performance. Enerflexcontinued to expand its global presence through the export of world-class products and expertise which was supported byexcellent regional service delivery. Some highlights of the global presence include the regionalization process inEnerflex’s Middle East and North Africa (“MENA”) region by establishing a regional office in the United Arab Emirates(“UAE”) and hiring a regional managing director; re-branding its global locations to represent the Company’s internationalre-branding initiative: One Enerflex; committed to a new office and equipment re-assembly facility in Queensland,Australia which will begin operating in late 2010; hired a new regional managing director and finance director inEurope/CIS to provide added leadership and vision.Enerflex has a strong pay-for-performance philosophy and approves programs that are aligned with the Unitholders andindividual goals. To attract and retain top talent, target total compensation is set around the median of the competitivemarket, and a significant portion of total compensation is dependent on actual performance measured against annual andlong-term objectives of Enerflex. For 2008, as a result of a good performance year, the PTUs (as defined herein)awarded in November 2007 will be eligible for vesting at the rate of 168.4% and vest on the third anniversary of the dateof grant. The overall achievement of corporate goals also exceeded the STIP target. With the global expansion and theappointment of two new Managing Directors in the United Arab Emirates and the Netherlands, the phantom trust unit planhave been extended to these senior managers in November 2008.On February 19, 2009, the Board has revised the Trust Unit Ownership guidelines in line with the requirements currentlyseen by most companies of comparable size.This Compensation and Discussion & Analysis describes Enerflex’s executive compensation programs for 2008 for thefollowing Named Executive Officers (“NEOs” or “Named Executive Officers”):J. Blair Goertzen – President and Chief Executive OfficerD. James Harbilas – Vice-President and Chief Financial OfficerWilliam A. Moore – Senior Vice-President, OperationsSpencer J. Fried – Vice-President, Sales and Service DeliverySteven Dropulich – Managing Director, AustralasiaThe Company has restructured its organization into four regions and hired two new Managing Directors in the Europe/CISand MENA regions. Mr. P. John Aldred stepped down from the role as the Executive Chairman on September 30, 2008and took on the role of Non-Executive Chairman of the General Partner effective October 1, 2008.Human Resources and Compensation Committee (“HR&C”)The members of the Human Resources and Compensation Committee of the Board of Directors during the 2008 fiscalyear were Ms. Nancy M. Laird (Chairperson) and Messrs. Douglas J. Haughey and J. Nicholas Ross. Each of theseindividuals is an independent director of the Company.The HR&C Committee oversees the overall Company compensation plans and administers and makes recommendationsto the Board of Directors with respect to the Company's executive compensation program. The HR&C Committee isresponsible for reviewing the structure and competitiveness of the Company's general and executive compensationprogram and approving compensation recommendations in respect of the Board of Directors, NEOs and other officers.The HR&C Committee from time to time engages independent compensation experts to benchmark comparative payscales and to provide advice on other compensation matters. During 2008, the HR&C Committee engaged Mercer(Canada) Limited (“Mercer”) to provide specific support to the HR&C Committee in determining compensation for theCompany's officers during the most recently completed fiscal year. This support has consisted of (i) the provision ofgeneral market observations with respect to market trends and issues, (ii) the provision of benchmark market data, and(iii) attendance at HR&C Committee meetings to review market trends and issues and present market analysis. Thedecisions made by the HR&C Committee are the responsibility of the HR&C Committee and may reflect factors andconsiderations other than the information and recommendations provided by Mercer. During the year, Mercer's fees asthe HR&C Committee's advisor totaled approximately $92,831.PAGE 14

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARDuring the 2008 year, the HR&C Committee met four times. Its activities during the year comprised, among other things,the following:reviewed list of companies in the executive and director peer groups and the selection criteria;approval of payouts under the 2007 Short-term Incentives Plan;approval of mid-term and long-term Incentives grants;reviewed and received updates on the Group Retirement Savings Plan and related governance;discussed the executive compensation disclosure rules and implications for 2008 proxy reporting;discussed the general compensation philosophy of Enerflex and short-term, mid-term and long-term incentivesplans’ performance;reviewed Director compensation and benefit plan; andreviewed Committee Charter and Standing Agenda.Compensation PhilosophyEnerflex's executive compensation program has five main components: base salary, annual cash incentives, mid-termincentives (Restricted Trust Units and Performance Trust Units), long-term incentives (Trust Unit Option and PhantomTrust Units) and other benefits, which include since 2005 the Group Retirement Savings Plan (“GRSP”) for the CanadianbasedNEOs. Taken together, these components reinforce and support Enerflex's compensation philosophy which isbased on a commitment to hire and retain qualified, motivated employees at all levels within the organization. Thisphilosophy is the foundation of Enerflex’s compensation system and is designed to support the successful attainment ofEnerflex’s vision, mission, core values. Enerflex places a significant emphasis on performance-based pay. This isreflected in its overall policy with respect to executive compensation, specifically, that Enerflex targets median cashcompensation for moderate levels of corporate performance, and top quartile or better compensation for exceptionallevels of corporate performance.Enerflex does not have a pension plan or supplemental retirement savings arrangement for its employees, managers andexecutives other than as disclosed under the heading “Group Retirement Savings Plan" as set out below. AccordinglyEnerflex uses a combination of mid-term and long-term incentives as retention tools, longer term incentives and wealthcreation plans for its key employee, managers and executives.Summary of Compensation ProgramCompensationcomponentsType Purpose Key featuresBase payCash – paid onbi-weekly basisTo provide a fixed level ofcompensation to compensateemployees for their servicesprovided to EnerflexBase pay is targeted at median ofthe competitive market levels ofcompensation with adjustmentsfor the individual employee’sperformance, responsibility andinternal equity.Short-termincentive plan(“STIP”)Cash-basedannual bonusTo align behaviors with objectivesmeasured by achievement of thepre-determined corporate,business unit and individual goalsover a one-year periodSTIP payouts are determinedbased on achievements relative topre-established threshold, target,high and exceeds performancelevels. Performance metrics arereset annually by the Board ofDirectors. In establishing finalpayouts, the Board has discretionto make adjustments based onother factors.PAGE 15

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARMid-termincentive planRestricted TrustUnit (“RTU”)PerformanceTrust Unit(“PTU”)To create a retention incentiveand align performance withobjectives measured byachievement of pre-determinedcorporate goals over a three-yearperiodRTUs or PTUs are grantedannually and entitle the holder toreceive cash payment, equal tothe number of vested unitsmultiplied by the market value ofTrust Units on the payout date.RTUs vest solely based on time.PTUs vest based on time andperformance criteria as describedon the award agreement.Long-termincentive plan(“LTIP”)Trust UnitOptions(“Options”)Phantom TrustUnit (“PUE”)To support Enerflex’s growthstrategy as an income fund byaligning the interests of Optionholders with the interests of TrustUnit holders and to create aretention incentive and wealthcreation opportunity for the NEOsThe Phantom Trust Unit Plan wasadopted with the primary purposeof providing trust unit basedcompensation incentives to seniorpersonnel of Enerflex's Australian,United Arab Emirates (“UAE”) andNetherlands subsidiariesOptions and PUEs are grantedannually. Payouts are equal tothe positive difference betweenthe grant price and theexercise/surrender price in theform of Trust Units or cash whenthe options are exercised, or inthe form of cash when PUEs aresurrendered.Benefits andPerquisitesRetirementSavings Plan(“GRSP”)Group Healthand LifeInsuranceVehicleAllowanceTo serve as an attraction andretention tool and to assistemployees with saving for theirretirementThe GRSP is provided to allpermanent employees in Canada.After one-year of continuousservice, the Company matches100% of employee contributionswith increasing maximumcontribution levels depending onthe employee's years of service.Other retirement savingsarrangements or pension planexist in the United States and theNetherlands for employeessituated in these locations. InAustralia, retirement savings isincluded under theSuperannuation plan which isgoverned by the Australiangovernment.Group Health and Life insuranceis available to all permanentemployees in Canada, the UnitedStates and the Netherlands.Vehicle allowance is provided toexecutives, senior managers andsales personnel.PAGE 16

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARCompensation of the Chief Executive OfficerTo drive the desired levels of corporate performance, Enerflex has a need for outstanding leadership and has thereforeadopted a pay policy for the current Chief Executive Officer consisting of a targeted base salary in the 50 th percentilerange of similar-sized organizations in the energy or equipment fabrication businesses, or other similarly sized businessesin the general industry but with incentive opportunities near the top of this group when corporate and individualperformance significantly exceeds target.Effective January 1, 2007, the Chief Executive Officer's annual bonus is determined under the Short-term Incentive Plan(“STIP”). Mr. Goertzen is eligible for STIP payout between 0% and 120% of his annual salary with the target payout at60% of base salary. The criteria to determine Mr. Goertzen’s STIP payout is based on the achievement results of thecorporate goals, weighted at 90%, and Mr. Goertzen’s individual goals, weighted at 10%. These goals are pre-determinedby the Board of Directors and the goals are reset annually as outlined under the STIP. Mr. Goertzen is also eligible forLTIP awards in the form of Trust Unit Options and PTUs values between 0% and 160% of his annual salary with thetarget LTIP values at 80% of base salary. The actual STIP payout and LTIP grants are subject to the Board of Directors’approval. Details of Mr. Goertzen’s compensation are included under “Executive Compensation - SummaryCompensation Table”.In April 2008, although the Board approved Mr. Goertzen’s annual base salary as $475,000, Mr. Goertzen voluntarilyopted to reduce his base salary to $400,000 per annum.The graph below shows Mr. Goertzen’s 2008 target and actual compensation mix (excluding benefits) compared to theCEO’s compensation mix (excluding benefits) of the peer group at median. For 2008, Mr. Goertzen’s compensation mixsupports the pay policy to compensate at median for base salary and an opportunity for greater incentive payouts whenthe Company and individual significantly exceed the target performance. Mr. Goertzen’s compensation mix indicates agreater percentage in incentive payouts compared to the peer group CEO’s compensation mix.CEO's Compensation Mix100%75%33%46% 42%Mid-term &LTIP50%25%30%25%STIPBase salary25%42%24%32%0%Target Actual Peer Group MedianCompensation Strategy for 2008 and 2009At the time of the Enerflex budget meetings in November of each year, the Fund and its divisions set specific financialtargets and key operating goals for the ensuing year. Individual performance targets are established in personalinterviews.For 2008, the key Enerflex STIP targets were related to: earnings before interest, taxes, depreciation and amortization(“EBITDA”); EBITDA margin; the effective maintenance of established internal controls and an improvement in the Health,Safety and Environment total recordable incident frequency (“TRIF”). For the 2008 year, the EBITDA and themaintenance of internal governance controls were achieved above target. The target with respect to the Health, Safetyand Environment goals and EBITDA margin were not met. Details on the achievement of the performance goals areincluded below under “Short-term Incentive Plan”. The incentive compensation of three key senior employees, Messrs.PAGE 17

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARGoertzen, Harbilas and Moore was largely geared to achievement of these goals, and details of their STIP compensationis provided in the tables below. For 2009, the key Enerflex STIP targets are related to: EBITDA; EBITDA margin; theeffective maintenance of established internal controls and an improvement in the Health, Safety and Environment TRIF.For 2008, the key Enerflex mid-term incentive plan targets were related to: return on capital employed ("ROCE") andabsolute working capital. The Board of Directors determined that for the November 27, 2007 PTUs, the goal is based on35% achievement of absolute working capital and the balance, being 65%, are on the set ROCE goal in 2008. For the2008 year, the ROCE and absolute working capital were achieved above target. For PTUs awarded on November 25,2008, the goal is based on 35% achievement of absolute working capital and the balance, being 65%, are on the setROCE goal in 2009.For 2008, Enerflex executives and senior management also participated in the Trust Unit Option plan.Further details of the various components of the compensation of Messrs. Goertzen, Harbilas and Moore are outlinedbelow. Divisional executive compensation was determined in a similar way, also taking into account divisional results andthe meeting of targeted personal objectives.List of Companies in Peer GroupEach year, the HR&C Committee reviews the list of companies in the peer group and benchmarks the NEO’s base salary,total cash compensation (which includes STIP) and total direct compensation (which includes mid-term and long-termincentives) against the data of the established peer group, and, if needed, makes adjustments to ensure competitive totalcompensation levels. The selected companies in the peer group are based on organizations of similar industries, sizeand revenues. These companies have similar revenues and market capitalization relative to Enerflex and represent areasonable source of executive talent.For Messrs. Goertzen, Harbilas and Moore, the following peer group was used to benchmark their total compensation.For Mr. Fried, total compensation is compared against market data extracted from third party general industrycompensation survey. To reflect the size and operations of Enerflex, the selection of companies was limited to those thathave revenues between $500 million and $2,000 million (i.e., approximately 50% and 200% of Enerflex’s revenue) andare within the durable manufacturing or the natural resources sectors.Aecon GroupAltagas Income TrustATS AutomationCalfrac Well Services LtdCE FranklinFlint Energy Services LtdInter Pipeline Income FundIntertape Polymer Group Inc.Keyera Facilities Income FundMullen Transportation Inc.Newalta Income FundSaxon Energy Services Inc.Shawcor LtdStantec Inc.Tesco CorporationToromont Industries LtdTotal Energy Services LtdTrican Oilwell Services Co. LtdUni-Select Inc.Wajax LtdFor Mr. Dropulich, the Australian Mercer general market survey data for the construction and engineering group is used tobenchmark his total compensation.PAGE 18

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARBase SalaryEach year, the HR&C Committee benchmarks and reviews the individual salaries of the NEOs and, if needed, makesadjustments to reflect competitive market levels of compensation, individual performance, responsibility and internalequity.NEO NameDecember 31, 2007Base SalaryDecember 31, 2008Base Salary% IncreaseJ. Blair Goertzen $382,500 $400,000 4.6%D. James Harbilas $265,000 $283,550 7.0%William A. Moore $260,000 $270,400 4.0%Spencer J. Fried (1) $175,000 $235,000 34.3%Steven Dropulich (2) $229,755 $290,700 26.5%Note:(1) Mr. Fried’s base salary was adjusted when he was promoted to the role as Vice-President, Sales andService Delivery.(2) Mr. Dropulich’s base salary for 2008 was Australian $340,000 and for 2007 was $265,000. Theamounts represent the Canadian dollars equivalent based on the Bank of Canada December 31currency exchange rate of 0.8550 for 2008, and 0.8670 for 2007.Short-term Incentive PlanThe STIP, which replaced the prior Management Bonus Plan effective January 1, 2007, is designed to align behaviorswith objectives measured by achievement of the pre-determined corporate, business unit and individual goals over a oneyearperiod. Each year, the Board of Directors established threshold, target, high and exceeds corporate goals andpayout multipliers for purposes of the STIP. The STIP opportunities and the weightings between corporate, business unitand individual goals differ by NEO and are summarized in the table below:NEO NameTargetOpportunity(% of salary)MaximumOpportunity(% of salary)CorporateGoalWeightingBusinessUnit GoalWeightingIndividualGoalWeightingJ. Blair Goertzen 60% 120% 90% - 10%D. James Harbilas 40% 80% 80% - 20%William A. Moore 40% 80% 80% - 20%Spencer J. Fried 30% 60% 50% 30% 20%Steven Dropulich 30% 60% 10% 60% (1) 30%Note:(1) This percentage represents weighting of 50% for business unit goals and 10% for safety goals inAustralasia region.The STIP payout is determined by comparing the results of the pre-determined goals against the metrics which havebeen established. In establishing final payouts, the Board has discretion to make adjustments based on other factors.For 2008, the key Enerflex targets for the corporate STIP plan were to achieve targeted absolute EBITDA for 2008,EBITDA margin based on the rolling average of EBITDA margin of three years prior to 2008 ; the effective maintenance ofestablished internal controls and an improvement in the Health, Safety and Environment TRIF. The absolute EBITDA andthe maintenance of internal controls results were achieved above target while the EBITDA margin and the Health, Safetyand Environment results were below the target. Accordingly, the overall achievement of corporate goals for 2008 wascalculated to be 107.4% of target.PAGE 19

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARThe following table outlines Enerflex’s achievements on the various corporate goals established for the STIP:Corporate GoalGoal Weighting(%)PerformanceFactor AchievedGoal WeightingAchieved (%)Absolute EBITDA 40% 1.158 46.3%EBITDA Margin 25% 0.667 16.7%Governance 25% 1.50 37.5%Health, Safety & Environment (TRIF) 10% 0.69 6.9%Total 100% 107.4%The Board of Directors has approved the above STIP payout determinations and has granted an additional 42.6% of theperformance goals percentage on special consideration for the Americas region. The special consideration performancegoals percentage was granted based on the fact that Enerflex:achieved record results, including net income and backlog;ranked #2 equity performance for calendar year 2008, based on the January 2, 2009 report by National BankFinancial for Oil and Gas Services entities.maintained a solid financial standing during the near-collapse of world credit markets; andincreased trust unit distributions during a period when its peer group reduced or cancelled distributions.Mid-Term Incentive AwardsFollowing the completion of the Arrangement, on October 2, 2006, the Restricted Share Unit (“RSU”) and Deferred ShareUnit (“DSU”) plan was replaced by the Restricted Trust Unit (“RTU”) and Performance Trust Unit (“PTU”) plan.An RTU or PTU entitles the holder to receive a payment, as described below, from Enerflex equal to the implied marketvalue calculated as the number of units multiplied by the market value of the Trust Units on the payout date. Market valueis set as the weighted average trading price of the Trust Units on the Toronto Stock Exchange during the last five tradingdays prior to the payout date.RTUs may be granted to eligible employees on an annual basis and will generally vest 33.33% annually on each of thethree anniversaries of the grant date. RTUs granted to directors vest on the third anniversary of the date of grant. VestedRTUs are to be settled in cash, payable to the participant by the end of the year following the year in which the RTU vestsor the year employment is terminated through departure, retirement or death. In 2008, a total of 24,276 RTUs weregranted to the NEOs other than the Chief Executive Officer who received no RTU award.PTUs may be granted to eligible participants on an annual basis and will generally vest on the third anniversary date ofthe grant subject to the achievement of any performance criteria which may, at the discretion of the Board of Directors, beattached as a condition of vesting at the date of grant. Performance criteria may include performance measures such asearnings per unit, absolute working capital, or return on capital employed, either for Enerflex as a whole, or a portionthereof. Depending on performance, the amount of PTUs that vest can range from 0% to 200% of the initial award on apredetermined formula basis, and the vesting percentage may also from time to time be subject to Board discretion.Vested PTUs are to be settled by the end of the year following the year in which vesting occurs. The Board of Directorsmay at its sole discretion, satisfy, in whole or in part, the payment obligation through a cash payment to the participant orby instructing an independent broker to acquire a number of Trust Units in the open market on behalf of the participant.On the death or termination of employment by reason of disability of the participant, all RTUs and PTUs of the participantshall become vested immediately, and not terminated nor be forfeited. For all other reasons of termination, unlessotherwise determined by the Trust or specified in the applicable RTU and PTU Award Agreement, on the termination dateof a participant, any RTUs and PTUs which are not vested shall be terminated and be forfeited.The Board of Directors determined that 25% of the October 4, 2006 grants of PTUs would require the achievement ofQuality objectives in 2007 and the remaining 75% would be subject to the achievement of set financial targets in 2007. Asa result of operating results in 2007, only 50% of the PTUs granted in 2006 become eligible to be vested upon the threeyear anniversary of the date of grant. For PTUs awarded on November 27, 2007, the proportion of PTUs that would vestin 2010 was determined as follows: 65% based on the achievement of targeted ROCE and 35% based on the absoluteworking capital target in 2008. As a result of the operating results in 2008, the PTUs awarded in 2007 become eligible forvesting at the rate of 168.4% on the third year anniversary of the date of grant. For PTUs awarded on November 25,2008, the proportion of PTUs that would vest in 2011 shall be determined as follows: 65% based on the achievement ofPAGE 20

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARtargeted ROCE and 35% based on the absolute working capital target in 2009. The ROCE target was determined basedon the rolling average of ROCE of the prior three years.RTU and PTU recipients are entitled to additional units over and above those granted based on the number of Trust Unitsthat could have been purchased using the proceeds of distributions that would have been received had the units thensubject to vesting been actual Trust Units of the Fund, following each distribution paid to holders of Trust Units andExchangeable LP Units.Long-Term Incentive AwardsTrust Unit Option PlanThe Fund adopted a Trust Unit Option Plan on October 2, 2006, which replaced the stock option plan of the Companyand which authorizes the Fund to grant options to purchase Trust Units ("Trust Unit Options") to officers, employees,directors, consultants and other personnel of Enerflex. Trust Unit Options focus recipients on increasing Unitholder valueover the long-term through unit price appreciation. They are granted annually and normally become exercisable over athree-year period at a rate of 33.33% per year. The term of all Trust Unit Options is five years. Trust Unit Optionsawarded to directors vest on the date of grant and expire on the fifth anniversary of the date of grant.Subject to the terms of the applicable award agreement, the Trust Unit Option Plan provides that in the event of a"Control Change" (as defined in the Trust Unit Option Plan), all Trust Unit Options shall immediately vest and beexercisable by the holder thereof. The award agreements entered into by the Fund with holders of Trust Unit Optionsgenerally provide that upon a Control Change automatic vesting shall not occur unless: (i) the holder's employment withEnerflex is terminated within 18 months from the date of the Control Change or prior to the date on which the ControlChange occurs and it is reasonably demonstrated that such termination was at the request of a third party who has takensteps reasonably demonstrated to effect the Control Change or such termination otherwise arose in connection with or inanticipation of the Control Change and such termination was for any reason except cause, death, normal retirement orpermanent incapacity; or (ii) the holder's employment with Enerflex is terminated by the holder for good reason (ascontemplated in the applicable award agreement) within 18 months from the date of the Control Change.The table below outlines the target and actual LTIP allocations between RTUs, PTUs and Trust Unit Options for eachallocation for 2008. Due to corporate performance in 2008, the NEOs were granted LTIP on November 25, 2008 for theyear 2009 at approximately two times their target percentage.NEO NameTargetRTUAllocation(% ofsalary)ActualRTUAllocation(% ofsalary)TargetPTUAllocation(% ofsalary)ActualPTUAllocation(% ofsalary)TargetTrust UnitOptionAllocation(% ofsalary)ActualTrust UnitOptionAllocation(% ofsalary)TotalTargetLTIPAllocation(% ofsalary)TotalActualLTIPAllocation(% ofsalary)J. Blair Goertzen (1) 0% 0% 28.0% 78.5% 52.0% 83.7% 80% 162.2%D. James Harbilas 10.5% 21.3% 10.5% 41.5% 39.0% 58.9% 60% 121.7%William A. Moore 10.5% 21.3% 10.5% 41.5% 39.0% 58.9% 60% 121.7%Spencer J. Fried 12.5% 25.4% 12.5% 42.2% 25.0% 33.9% 50% 101.5%Steven Dropulich (2) 12.5% 23.6% 12.5% 41.5% 25.0% 47.2% 50% 112.3%Note:(1) Mr. Goertzen’s long-term incentive awards are calculated based on the Board’s approved annual basesalary of $475,000(2) Mr. Dropulich received Phantom Trust Units instead of Trust Unit Options.The number of authorized but unissued Trust Units that may be subject to Trust Unit Options at any time, plus the numberof Trust Units that have been issued on exercise of Trust Unit Options granted under the Trust Unit Option Plan, may notexceed 2,366,420, which was approximately five percent of the issued and outstanding Trust Units and Exchangeable LPUnits on October 2, 2006. In addition, the Trust Unit Options granted under the Trust Unit Option Plan, subject to changeas per the proposed amendment at this Meeting, shall not result at any time in:the issuance within a one year period, of more than 473,284 Trust Unit Options;the issuance to any one person of more than 354,963 Trust Unit Options;PAGE 21

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARthe number of Trust Units reserved for issuance pursuant to Trust Unit Options granted to non-managementmembers of the Board of Directors, as a group, exceeding 236,642 Trust Units; orthe issuance to any one non-management member of the Board of Directors within a one year period of TrustUnit Options valued on the Black Scholes basis exceeding $30,000.In addition, effective March 4, 2009 and pursuant to the provisions of the Trust Unit Option Plan permitting the Board ofDirectors to make amendments of a "housekeeping" nature the Board of Directors approved an amendment to the TrustUnit Option Plan which provides that all grants of Trust Unit Options are subject to the following terms and conditions: (i)the aggregate number of Trust Units issuable, at any time, to or for the benefit of insiders pursuant to Trust Unit Options,when combined with the number of Trust Units issuable to insiders pursuant to all other security based compensationarrangements of the Fund, shall not exceed 10% of the issued and outstanding Trust Units (on a non-diluted basis); and(ii) there may not be issued to insiders, within any one year period, a number of Trust Units that, when combined with thenumber of Trust Units issued to insiders pursuant to all other security based compensation arrangements of the Fund,would exceed 10% of the issued and outstanding Trust Units (on a non-diluted basis). For the purpose of the Trust UnitOption Plan, the term "insider" has the meaning ascribed thereto in the TSX Company Manual.The Trust Unit Option Plan provides that the terms of the Trust Unit Options granted and the Trust Unit Option prices shallbe fixed by the Board of Directors subject to the price and other restrictions imposed by the relevant regulatoryauthorities, but shall not be less than the five day volume weighted average trading price for the Trust Units calculated inaccordance with the Trust Unit Option Plan. Trust Unit Options granted under the Trust Unit Option Plan are notassignable. The Trust Unit Option Plan also provides that no Trust Unit Option shall be granted to any person exceptupon recommendation of the Board of Directors. Trust Unit Options granted under the Trust Unit Option Plan may not beoutstanding for a period longer than five years, shall vest in such a manner as determined by the Board of Directors andthe exercise price must be paid in full upon exercise of the Trust Unit Option. Except if not permitted by the TSX, if anyTrust Unit Options may not be exercised due to any Black-Out Period at any time within the three Business Day periodprior to the normal expiry date of such Trust Unit Options (the "Restricted Options"), the expiry date of all RestrictedOptions shall be extended for a period of seven Business Days following the end of the Black-Out Period (or such longerperiod as permitted by the TSX and approved by the Board of Directors). A "Black-Out Period" means the period of timewhen, pursuant to any policies of the Fund, any securities of the Fund may not be traded by certain persons asdesignated by the Fund, including any holder of a Trust Unit Option. The administration and operation of the Trust UnitOption Plan may be delegated by the Board of Directors to a committee of the Board of Directors.If a holder of Trust Unit Options (a "Trust Optionholder") ceases to be director, officer, employee or other personnel ofEnerflex by reason of death or permanent disability, all unvested Trust Unit Options shall vest and can be exercised orsurrendered at any time within 120 days of the Trust Optionholder ceasing to be director, officer, employee or otherpersonnel of Enerflex. If a Trust Optionholder retires in the normal course, all Trust Unit Options will continue to vest inaccordance with their terms and may be exercised or surrendered within 90 days of the Trust Optionholder ceasing to bedirector, officer, employee or other personnel of Enerflex unless otherwise provided in the terms of a particular Trust UnitOption. If a Trust Optionholder ceases to be director, officer, employee or other personnel of Enerflex for any reason notpreviously described, (including early retirement or voluntary resignation) all vested options as at the date the TrustOptionholder ceased to be a director, officer, employee or other personnel of Enerflex shall be able to be exercised orsurrendered within: (i) 30 days in the event of early retirement or voluntary resignation; or (ii) 90 days in all other suchevents, of the date the Trust Optionholder ceased to be director, officer, employee or other personnel of the Fund or itssubsidiaries. If the employment of a Trust Optionholder is terminated for cause, the Trust Unit Options held by suchholder shall terminate immediately upon notification being given to the holder of such termination for cause.The Board of Directors may at any time discontinue the Trust Unit Option Plan and, subject to applicable regulatoryapproval, may amend the terms of the Trust Unit Option Plan without unitholder approval to:ensure that options granted under the Trust Unit Option Plan will comply with any provisions respecting unitoptions in the income tax or other laws in force in any country or jurisdiction of which a person to whom an optionhas been granted may from time to time be resident or a citizen;make amendments of a procedural or "housekeeping" nature; orchange the termination provisions of an option granted under the Trust Unit Option Plan which does not entail anextension of the expiry date of the option beyond the original expiry date of the option,provided that no amendment may be made without the consent of an optionee, if it alters or impairs any option previouslygranted to such optionee under the Trust Unit Option Plan.Each Trust Unit Option is non-assignable and non-transferable other than by the will of the holder of the Trust Unit Optionor applicable law in the event of the death or permanent disability of such a holder.PAGE 22

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARThe Trust Unit Option Plan shall terminate three years from the effective date of this Arrangement unless: (i) discontinuedearlier pursuant to the terms of the Trust Unit Option Plan; or (ii) renewed or further renewed from time to time for a periodof time not to exceed three years by a resolution of the Board of Directors.The Trust Unit Option Plan has been designed in consultation with Mercer to support Enerflex’s growth strategy as anincome fund by aligning the interests of Optionholders with the interests of Unitholders and to create a retention incentiveand wealth creation opportunity for Enerflex’s executives.Securities Authorized for Issuance under Equity Compensation PlansPlan CategoryEquity compensation plansapproved by securityholdersNote:Number of Securities tobe issued upon exerciseof outstanding Options (1)Weighted-averageexercise price ofoutstanding OptionsNumber of Optionsremaining available forfuture issuance (1)1,192,372 $10.61 1,174,048(1) Based on data as at December 31, 2008. As at February 19, 2009, there were 1,168,856 Trust UnitOptions outstanding.Phantom Trust Unit PlanIn connection with the acquisition of HPS Group Pty Ltd. of Perth, Australia in 2005, a Phantom Share Plan was adoptedwith the primary purpose of providing stock based compensation incentives to senior personnel of Enerflex's Australiansubsidiaries. During 2005, the Board of Directors, upon receiving a recommendation from the HR&C Committee,approved the adoption of a Phantom Share Plan for the purpose of providing stock based compensation incentives tosenior members of Enerflex's management team located in Australia and the US. On October 2, 2006, the PhantomShare Plan was replaced by Phantom Unit Plan and on November 25, 2008, the Phantom Trust Unit plan was extendedto eligible employees located in the UAE and the Netherlands.Under the terms of the Phantom Unit Plan, the Board of Directors is authorized to provide for the granting, exercise andmethod of exercise of Phantom Trust Units, all on such terms (which may vary) as it shall determine. The number ofPhantom Trust Units that may be acquired under a grant is determined by the Board of Directors at the time the PhantomTrust Units are granted. Phantom Trust Units can be, and normally are, granted for a term of up to five years from thedate the grant and are non-transferable and non-assignable. The Phantom Trust Units exercise price shall not be lessthan, and normally is, the "Fair Market Value" (as such term is defined in the Phantom Unit Plan) of the Trust Units at thetime the Phantom Trust Unit is granted. The Phantom Trust Unit granted generally vest to the benefit of the holder over afive year term, or such other term as determined by the Board of Directors. Vesting is only accelerated by a change ofcontrol or a resolution of the Board of Directors. If a Phantom Trust Unit holder's employment with Enerflex is terminatedfor cause, all rights to the Phantom Trust Unit, or appreciation in the value of the Phantom Trust Unit pursuant to a grantshall expire and terminate immediately upon notification being given to the holder of such termination for cause.If a holder of a Phantom Trust Unit grant ceases to be director or officer of the applicable Australian, the UAE and theNetherlands subsidiaries or to be employed by the Company by reason of death or permanent disability, all unvestedPhantom Trust Units shall vest and can be exercised at any time within 120 days of the holder ceasing to be a director,officer or employee. If a Phantom Trust Unit holder retires in the normal course, all Phantom Trust Unit grants willcontinue to vest in accordance with their terms and may be exercised within 90 days of the holder ceasing to be adirector, officer or employee. If a Phantom Trust Unit holder voluntary resign or retires earlier than the normal course, anyvested Phantom Trust Unit grants may be exercised at any time within 30 days of the holder ceasing to be a director,officer or employee. If a Phantom Trust Unit holder ceases to be a director, officer or employee for any reason notpreviously described, all vested Phantom Trust Unit grants as at the date the holder ceased to be a director, officer oremployee shall be exercisable within 90 days of the date the holder ceased to be a director, officer or employee.All adjustments to granted Phantom Trust Unit to give effect to adjustments in the number of Trust Units require theapproval of the Board of Directors. In addition, the Board of Directors may by resolution amend, extend or discontinue thePhantom Unit Plan.Upon exercising a vested grant of a Phantom Trust Unit, the holder receives a cash payment from Enerflex's applicableAustralian or US subsidiary equal to the Fair Market Value of a Trust Unit on the exercise date less the exercise price ofthe Phantom Trust Unit as set by the Board of Directors on the grant date, less appropriate withholdings for income taxesplus a gross up to afford the participant the same benefit as if he had participated in the Trust Unit Option Plan on anequivalent basis.PAGE 23

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARGroup Retirement Savings PlanEffective April 1, 2005, Enerflex implemented the GRSP, which allows employees in Canada to invest contributions ineither a Registered Retirement Savings Plan or a non-registered savings plan. The Company matches 100% ofemployee contributions with increasing maximum contribution levels depending on the employee's years of service.Effective January 1, 2008, the maximum contribution levels of employer-match as described below:• For employees with one to five years of service, up to 4% of salary;• For employees with five to ten years of service, up to 5% of salary;• For employees with ten to fifteen years of service, up to 6% of salary, and• For employees with more than fifteen years of service, up to 7% of salary.Other pension plan or retirement savings arrangements exist in the Netherlands and the United States for employees ofEnerflex situated in these locations. In Australia, retirement savings is included under the Superannuation plan which isgoverned by the Australian government.Perquisites and Personal BenefitsThe value of each perquisite and other personal benefit received by each NEO are less than the lesser of $50,000 or 10%of total NEO’s total salary for the financial year. All NEOs except for Mr. Dropulich received car allowance and contributionsto a retirement savings plan. Mr. Goertzen and Mr. Harbilas also received payments for the membership fee to a Healthand Wellness Centres. Mr. Moore received payments for the joining and membership fee to Stewart Creek Golf andCountry Club.Trust Unit Ownership GuidelinesIn 2005, the Company adopted share ownership guidelines for the most senior positions including the NEOsproportionate to the individual's compensation and position. Following the Arrangement the guidelines continued to applywith respect of Trust Unit ownership. In February 2009, the Board revised the Trust Unit Ownership guidelines whereexisting executives and newly hired and promoted executives will be required to achieve the following guidelines:• For the Chief Executive Officer, unit holdings with a value equal to 300% of salary within three (3) years;• For the Chief Financial Officer, unit holdings with a value equal to 200% of salary within three (3) years;• For the Senior Vice-President, unit holdings with a value equal to 100% of salary within three (3) years;• For Vice-Presidents, unit holdings with a value equal to 50% of salary within five (5) years.• For Managing Directors or Other Named Executive Officers, unit holdings with a value equal to 25% ofsalary within five (5) years.When evaluating the executives' achievement of these trust unit ownership guidelines, the Company credits theexecutive's level of unit holdings with the after-tax equivalent unit holding represented by his or her RTUs and PTUs. Asof the date hereof, the Chief Executive Officer and Senior Vice-President, Operations were in compliance with the revised2009 trust unit ownership guidelines. Additionally, the Company's three Vice-Presidents and two Managing Directorswere in compliance with the Trust Unit Ownership guidelines. The Managing Director, Europe/CIS who was hired in 2008has not met the guidelines however he is expected to meet the guidelines by 2013. Incumbents in these nine positionsare expected to maintain ongoing trust unit ownership levels that meet or exceed the guidelines once such levels havebeen achieved. These guidelines support the Company's belief that trust unit ownership by executives further aligns theinterests of Unitholders and the management team.The table below outlines the NEOs’ level of Trust Unit Ownership as at February 19, 2009NEO NameTrust UnitOwnershipRequirement(as % of annualsalary)Actual Trust Unit OwnershipMeets Trust(as % of annual salary)UnitTrust Unit (1) Unit-basedOwnershipAwards (2) Total RequirementJ. Blair Goertzen 300% 423% 127% 550% YesD. James Harbilas 200% 29% 73% 102% No (3)William A. Moore 100% 66% 100% 166% YesSpencer J. Fried 50% 42% 77% 119% YesSteven Dropulich 25% 0% 46% 46% YesPAGE 24

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARNote:(1) Based on the greater value of the Trust Unit acquisition costs or the Trust Unit market value on February19, 2009.(2) Unit-based awards are represented by the after-tax equivalent value of the RTU and PTUawards and any reinvested distributions, based on the greater value of the RTU and PTU grantprice or the Trust Unit market value on February 19, 2009.(3) Mr. Harbilas was hired in 2007 and is expected to meet the ownership guidelines by 2010.Performance GraphThe following performance graph compares the yearly percentage change in the cumulative total Unitholder return on theTrust Units with the cumulative total return of the S&P/TSX Composite Index, assuming reinvestment of dividends ordistributions, for the period commencing on December 31, 2003 and ending on December 31, 2008 and assuming a $100investment was made on December 31, 2003.$200$180$160$140$120$100$80$60$40$20$0Dec-03 Dec-04 Dec-05 Dec-06 Dec-07 Dec-08EFX.UNS&P/TSX Comp2003 2004 2005 2006 2007 2008Enerflex $ 100.00 $ 118.61 $ 137.14 $ 114.97 $ 104.11 $ 133.93TSX Composite $ 100.00 $ 114.48 $ 142.10 $ 166.63 $ 183.01 $ 122.61The trend shown by the above performance graph represents a constant growth in the cumulative total return of theS&P/TSX Composite Index up to December 2007, followed by a decreased in performance for the year 2008. Thecumulative total Unitholder return on the Trust Units’ growth is consistent with the growth in the cumulative total return ofthe S&P/TSX Composite Index up to December 2005, followed by a drop in performance between December 2005 andDecember 2007. As part of the company-wide decision to reduce general overhead costs, Mr. Goertzen voluntarily took a10% salary cut in July 2007.Over the period between December 2007 and December 2008, the cumulative total Unitholder return on the Trust Unitshas constantly increased compared to the steep decrease in the cumulative total return of the S&P/TSX Composite Indexin the same period. In 2008, the cumulative total Unitholder return increased by 29% and the total compensation receivedby the NEOs, in aggregate, increased by 43%.PAGE 25

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARThe following tables show Total Compensation for NEOs as a percentage of Profit before Taxes and before NEOs’ totalcompensation:Total Compensation 2008 2007 2006Chief Executive Officer $1,712,6502.3%Other Named Executive Officers $2,926,6203.8%$1,075,6842.2%$2,178,3534.5%$1,341,2282.2%$794,5281.3%As a group, the aggregate total compensation of the NEOs as a percentage of profit before taxes and before such totalcompensation of such officers was 6.0% in 2008, 6.5% in 2007 and 3.5% in 2006. Two of the NEOs were hired in 2007and have no earnings in 2006.EXECUTIVE COMPENSATIONSummary Compensation TableThe following table sets forth information concerning the total compensation paid in respect of the NEOs.NEOName andPrincipalpositionYearSalary($)Options-basedawards(1) ($)Unitbasedawards(2) (3) ($)Non-equity IncentivePlan Compensation ($)AnnualIncentiveplans (4)LongtermIncentiveplansPensionValue ($)All otherCompensation(5) (6) (7) ($)TotalCompensation($)J. BlairGoertzen (9)Presidentand ChiefExecutiveOfficer200820072006393,818403,750350,000397,767170,808341,500372,878198,753352,428502,500272,000282,000------45,68730,37315,3001,712,6501,075,6841,341,228D. JamesHarbilas (10)Vice-Presidentand ChiefFinancialOfficer200820072006277,532110,417-166,963169,342-177,998167,748-175,800136,200-------30,9265,000-829,219588,707-William A.Moore (11)SeniorVice-President,Operations200820072006266,600235,000215,094159,20897,604102,450169,733202,725100,401162,240138,600108,044------79,87226,10018,865837,653700,029544,854Spencer J.Fried (12)Vice-President,Sales andServiceDelivery200820072006198,883130,577-79,58991,998-158,701155,236-110,00087,500-------17,5529,500-564,725474,811-StevenDropulich(13)ManagingDirectorAustralasia200820072006248,613187,854171,525137,29673,9178,213189,41452,95732,852119,700100,07837,084---------695,023414,806249,674Notes:(1) Reflects the number of Trust Unit Options multiplied by the grant date fair value determined using theBlack-Scholes methodology. Since the Black-Scholes model was not designed to estimate the fairPAGE 26

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARvalue of an option with a high dividend yield, the grant date fair value was calculated by averaging theBlack-Scholes multiples based on the Fund's estimated distribution yield at the time of grant and basedon a zero distribution assumption. This approach is different from the accounting fair value which isdetermined based on the weighted average risk-free interest rate, weighted average expected life,estimated volatility in the market price of the trust units and the expected distribution yield. The tablebelow compares the grant date fair value versus the accounting fair value for each of the option awards:Date of Grant Grant PriceBlack-ScholesMultiplierGrant DateFair ValueAccountingFair ValueVariance inFair ValueOctober 4, 2006 $13.66 0.25 $3.4150 $1.4700 $1.9450March 26, 2007 $10.99 0.25 $2.7475 $1.0836 $1.6639August 14, 2007 $9.94 0.20 $1.9880 $0.6886 $1.2994November 27, 2007 $8.71 0.20 $1.7420 $0.4550 $1.2870November 25, 2008 $10.14 0.25 $2.5350 $1.5930 $0.9420(2) Reflects grant date fair value of RTUs and PTUs based on the grant price of $13.66 for October 2006,$10.99 for March 2007, $9.94 for August 2007, $8.71 for November 2007 and $10.14 for November2008.(3) Reflects grant date fair value of Phantom Trust Unit awards based on the grant price of $13.66 forOctober 2006, $11.72 for May 2007, $8.71 for November 2007 and $10.14 for November 2008; and aBlack-Scholes ratio of 25% for Phantom Trust Units granted in October 2006, May 2007 and November2008 and a Black-Scholes ratio of 20% for Phantom Trust Units granted in November 2007. The fairvalue of Phantom Trust Unit using the Black-Scholes model is valued at a Black-Scholes value of$3.415 per Phantom Trust Unit granted in October 2006, Black-Scholes value of $2.905 per PhantomTrust Unit granted in May 2007, Black-Scholes value of $1.742 per Phantom Trust Unit granted inNovember 2007 and Black-Scholes value of $2.535 per Phantom Trust Unit granted in November 2008.(4) For 2006, represents amounts earned under the former Management Bonus Plan. For 2007 and 2008,represents amounts earned under the STIP.(5) The amounts represent amounts earned with respect to employer contributions to the GRSP.(6) The value of perquisites and other personal benefits received by each executive officer was less thanthe lesser of $50,000 or 10% of total annual salary. This amount includes vehicle allowance for eachCanadian NEOs and the joining and membership fee at Stewart Creek Golf and Country Club for Mr.Moore.(7) Represents the amount employer contributed to the Health and Wellness Centres membership fees of$15,000 each for Mr. Goertzen and Mr. Harbilas.(8) On June 1, 2006 Mr. Aldred relinquished the role of Chief Executive Officer while maintaining his roleas Executive Chairman. On October 1, 2008, Mr. Aldred has resigned from his role as ExecutiveChairman and was appointed as the Non-executive Chairman of the General Partner.(9) On April 14, 2005, Mr. Goertzen was appointed President and Chief Operating Officer. Mr. Goertzenwas appointed as President and Chief Executive Officer on June 1, 2006.(10) Mr. Harbilas was appointed Vice-President and Chief Financial Officer on August 2, 2007.(11) Mr. Moore was appointed the position of Senior Vice-President, Operations on June 16, 2006. Prior tothis appointment, Mr. Moore was the Vice-President, Mechanical Service.(12) Mr. Fried was appointed Vice-President, Sales and Service Delivery on November 25, 2008. Prior tothis appointment, Mr. Fried was the Vice-President, Sales and Marketing.(13) Mr. Dropulich was appointed Managing Director, Australasia region on May 4, 2007. Mr. Dropulichworks out in Australia and his compensation is paid in Australian dollars. This amount reflected theconverted Canadian dollars from Australia dollars based on the Bank of Canada currency exchangerate on December 31 each year. For 2008, the currency exchange rate was 0.8550; for 2007, thecurrency exchange rate was 0.8670 and for 2006, the currency exchange rate was 0.9271.PAGE 27

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULAROutstanding Option-based and Unit-based Awards TableOptions-based AwardsUnit-based AwardsNEONameDate ofGrant(dd-mm-yy)Number ofSecuritiesunderlyingUnexercisedOptions(#)OptionExercisePrice ($)OptionExpirationDate(dd-mm-yy)Value ofUnexercisedIn-themoneyOptions ($)(1)Number ofShares orUnits ofShares thatHave notVested (#)Market orPayout Valueof Unit-basedAwards thatHave notVested ($) (1)J. BlairGoertzen04-10-0627-11-0725-11-08100,00098,053156,910$13.66$8.71$10.1404-10-1127-11-1225-11-13$0.00$169,632$47,0730 (2)76,561 (3) $0$799,297D. JamesHarbilas14-08-0727-11-0725-11-0860,17828,53565,863$9.94$8.71$10.1414-08-1227-11-1225-11-13$30,089$49,366$19,7599,274 (2)24,438 (3) $96,821$255,133William A.Moore04-10-0627-11-0725-11-0830,00056,03062,804$13.66$8.71$10.1404-10-1127-11-1225-11-13$0.00$96,932$18,84112,193 (2)36,892 (3) $127,295$385,152Spencer J.Fried26-03-0727-11-0725-11-0822,00018,11331,396$10.99$8.71$10.1426-03-1227-11-1225-11-13$0.00$31,335$9,4199,218 (2)19,981 (3) $96,236$208,602StevenDropulich(4)04-10-0603-05-0727-11-0725-11-082,4057,21530,40054,160$13.66$11.62$8.71$10.1404-10-1103-05-1227-11-1225-11-13$0.00$0.00$52,592$16,2489,091 (2)21,949 (3) $94,910$229,148Notes:(1) Based on the closing price of $10.44 of the Trust Units on the Toronto Stock Exchange on December31, 2008.(2) Represents number of unvested RTUs including any reinvested distributions outstanding as atDecember 31, 2008.(3) Represents number of unvested PTUs including any reinvested distributions outstanding as atDecember 31, 2008. Reflects PTUs awarded in October 2006 and March 2007 were eligible for vestingat the rate of 50%, PTUs awarded in August 2007 were eligible for vesting at the rate of 67% and PTUsawarded in November 2007 and February 2008 were eligible for vesting at the rate of 168.4%. ForPTUs awarded in November 2008, the number of PTUs eligible for vesting is calculated based on thethreshold payout of 50%. PTUs vest on the third year anniversary of the date of grant.(4) Mr. Dropulich who is based in Australia received Phantom Trust Unit awards instead of OptionsIncentive Plan Awards - Value Vested or Earned during the YearNEO NameUnit-based Awards –Option-based Awards -year ($) (1) year ($) (2)Value Vested during the Value Vested during theNon-equity Incentive PlanCompensation – ValueEarned during the year ($)J. Blair Goertzen (3) 69,944 0 502,500D. James Harbilas (4) 86,952 16,251 175,800William A. Moore (5) 39,969 31,886 162,240Spencer J. Fried (6) 17,248 16,359 110,000Steven Dropulich (7) 25,749 10,965 119,700PAGE 28

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARNote:(1) Reflects the in-the-money value on the date of vesting calculated as the positive difference between theTrust Unit closing price on the Toronto Stock Exchange on the date of vesting and the exercise pricemultiplied by the number of vested Options. The Trust Unit closing price was $9.69 on October 4, 2007,$11.58 on March 26, 2008, $13.31 on May 5, 2008, $10.33 on October 6, 2008, $13.26 on August 14,2008 and $10.85 on November 27, 2008.(2) Reflects the payout value of $9.79 for each RTU vested on November 27, 2008. The payout value isset as the weighted average trading price of Trust Units on the Toronto Stock Exchange during the last5 trading days prior to the payout date. There is no payout for PTU.(3) Represented by 66,667 out-of-the-money options vested on October 4, 2007 and October 6, 2008;32,684 in-the-money Options vested on November 27, 2008. The Trust Unit closing price for October 4,2007 was $9.69, for October 6, 2008 was $10.33 and for November 27, 2008 was $10.85.(4) Represented by 20,059 in-the-money Options vested on August 14, 2008; 9,512 in-the-money Optionsvested on November 27, 2008. The Trust Unit closing price for August 14, 2008 was $13.26 and forNovember 27, 2008 was $10.85.(5) Represented by 20,000 out-of-the-money Options vested on October 4, 2007 and October 6, 2008;18,677 in-the-money Options vested on November 27, 2008. The Trust Unit closing price for October 4,2007 was $9.69, for October 6, 2008 was $10.33 and for November 27, 2008 was $10.85.(6) Represented by 7,333 in-the-money Options vested on March 26, 2008; 6,038 in-the-money Optionsvested on November 27, 2008. The Trust Unit closing price for March 26, 2008 was $11.58 and forNovember 27, 2008 was $10.85.(7) Mr. Dropulich who is based in Australia received Phantom Trust Unit awards instead of Options.Determination of Phantom Trust Unit value is the same as the determination of Options value.Represented by 1,603 out-of-the-money Phantom Trust Units vested on October 4, 2007 and October6, 2008; 2,405 in-the-money Phantom Trust Units vested on May 5, 2008, 10,133 in-the-moneyPhantom Trust Units vested on November 27, 2008. The Trust Unit closing price for October 4, 2007was $9.69, for October 6, 2008 was $10.33, for May 5, 2008 was $13.31 and for November 27, 2008was $10.85.Employment AgreementsEmployment agreements have been entered into with each of the Named Executive Officers.The employment contracts with J. Blair Goertzen, President and Chief Executive Officer, and D. James Harbilas, VicePresident and Chief Financial Officer. each provide for a base salary determined through an annual review by the HR&CCommittee. In addition, each executive is eligible to participate in the GRSP, STIP, Trust Unit Option Plan, RTU and PTUPlan. Mr. Goertzen is eligible for an STIP payout of 0% to 120% of his annual salary, with a target STIP at 60%. STIPamount is determined based on the performance achieved under two main components; the Corporate Goals and Mr.Goertzen’s individual goals, with each component weighted at 90% and 10% respectively. Mr. Harbilas is eligible for aSTIP payout of 0% to 80% of his annual salary, with a target STIP at 40%. STIP amount is determined based on theperformance achieved under two main components; the corporate goals, weighted at 80%, and Mr. Harbilas’ individualgoals which are weighted at 20%. The agreements also entitle Mr. Goertzen to five weeks per year for vacationentitlement. Mr. Harbilas’s vacation entitlement under Enerflex's vacation policy is presently set at four weeks per year.If the executive's employment is terminated by the Company for any reason other than cause, death, normal retirement,or permanent incapacity, including, without limitation, reasons amounting to constructive dismissal and dismissal withoutcause in connection with a control change, then the executive is entitled to receive an amount equal to two times his basesalary plus 5% thereof in lieu of Company paid benefits and the greater of a) the average on an annual basis of amountsthat he received from the Company for all other incentive and bonus plans, excluding any benefits provided from the RTUand PTU Plan (collectively, "Incentive Bonus") payable for the three most recently completed financial years as of thecessation of employment or if three completed financial years have not elapsed, the average, on an annual basis of themost recently completed financial years that have elapsed as of the cessation of employment and b) the actual IncentiveBonus earned in the last completed financial year. The executive will also be entitled to accelerate all unvested Optionsheld by him which would have vested within two years from the date of termination or, alternatively, be entitled to anymore favourable treatment of Options provided for in connection with individual Option grants from time to time. If afterusing reasonable best efforts, the Company cannot perform the clause pertaining to unvested trust unit options, then theCompany shall compensate the executive by way of a payment of cash. See "Executive Compensation – SummaryCompensation Table".The employment agreement with William A. Moore, Senior Vice President, Operations, provides for a salary determinedby an annual review of the HR&C Committee. In addition, Mr. Moore is eligible to participate in the GRSP, STIP, TrustUnit Option Plan, RTU and PTU Plan. Mr. Moore is entitled to receive a STIP payout of 0% to 80%, with a target STIP at40% of his annual salary. STIP amount is determined based on the performance achieved under two main components;the corporate goals, weighted at 80%, and Mr. Moore’s individual goals, weighted at 20%. If Mr. Moore's employment isPAGE 29

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARterminated by the Company other than by cause, death or normal retirement, then Mr. Moore is entitled to receive anamount equal to four weeks per year of his service with the Company, multiplied by his prorated total annual cashcompensation, including any bonuses averaged over two years. All RTU and PTU grants would be handled inaccordance with the plan documents. All unvested Options held by Mr. Moore will be cancelled on the termination date.See "Executive Compensation – Summary Compensation Table".The employment agreement with Spencer J. Fried, Vice President, Sales and Service Delivery, provides for a salarydetermined by an annual review of the Human Resources and Compensation Committee. In addition, Mr. Fried is eligibleto participate in the GRSP, Short Term Incentive Plan, Trust Unit Option Plan, RTU and PTU Plan. Mr. Fried is entitled toreceive a STIP payout of 0% to 60%, with a target STIP at 30% of his annual salary. STIP amount is determined basedon the performance achieved under three main components; the corporate goals, weighted at 50%, the functional goalsweighted at 30% and Mr. Fried’s individual goals, weighted at 20%. There is no special termination clause for Mr. Friedshould his employment is be terminated by the Company other than by cause, death or normal retirement. All RTU andPTU grants would be handled in accordance with the plan documents. All unvested Options held by Mr. Fried will becancelled on the termination date. See "Executive Compensation – Summary Compensation Table".The employment agreement with Steven Dropulich, Managing Director, Australasia, provides for a salary determined byan annual review of the Human Resources and Compensation Committee. In addition, Mr. Dropulich is eligible toparticipate in the GRSP, Short Term Incentive Plan, Phantom Trust Unit Plan, RTU and PTU Plan. Mr. Dropulich isentitled to receive a STIP payout of 0% to 60%, with a target STIP at 30% of his annual salary. STIP amount isdetermined based on the performance achieved under four main components; the corporate goals, weighted at 10%, thebusiness unit goals weighted at 50%, the safety goals weighted at 10% and Mr. Dropulich’s individual goals, weighted at30%. There is no special termination clause for Mr. Dropulich should his employment is terminated by the Company otherthan by cause, death or normal retirement. All RTU and PTU grants would be handled in accordance with the plandocuments. All unvested Options held by Mr. Dropulich will be cancelled on the termination date. See "ExecutiveCompensation – Summary Compensation Table".Termination and Change of Control BenefitThe termination payments payable to Messrs. Goertzen and Harbilas pursuant to their respective employmentagreements become payable in the event that Messrs. Goertzen and Harbilas's employment is: (i) terminated by theCompany for any other reason except cause, death, normal retirement or permanent incapacity; (ii) by the Company inconnection with a Control Change (as contemplated in the applicable employment agreement); or (iii) by the NamedExecutive Officer for Good Reason (as contemplated in the applicable employment agreement).A "Control Change" under such employment agreements generally includes:(a)the purchase or acquisition of Trust Units and/or securities convertible into or exchangeable for Trust Units orcarrying the right to acquire Trust Units as a result of which a person, group of persons or persons acting jointlyor in concert beneficially own or exercise control or direction over Trust Units and/or convertible securities suchthat, assuming only the conversion of convertible securities beneficially owned by such persons, such personswould beneficially own Trust Units which would entitle the holders thereof to cast more than:(i)50% of the votes attaching to all Trust Units which may be cast in connection with the election of directors ofthe Company, or(ii) 35% of the votes attaching to all Trust Units which may be cast in connection with the election of directors ofthe Company and incumbent directors cease to constitute a majority of the directors of the Company, withinthe following 24 month period, in which case the Control Change shall be deemed to occur as and whensuch Board change occurs;(b)(c)approval by the Unitholders of the Trust of an arrangement, merger, restructuring or other consolidation of theTrust with another entity pursuant to which the Unitholders of the Trust immediately prior thereto do notimmediately thereafter own units, shares or other securities of the successor or continuing entity which wouldentitle them to cast more than 50% of the votes attaching to all units, shares or other securities of the successoror continuing entity which may be cast to elect directors of that entity and within the following 12 month periodincumbent directors cease to constitute a majority of the directors of the Company, in which case the ControlChange shall be deemed to occur as and when such Board change occurs; ora liquidation, dissolution or winding up of the Trust or a sale, lease or other disposition of all or substantially allthe assets of the Trust other than in the course of an arrangement, merger, restructuring or other consolidationof the Trust as contemplated in subsection (b) above.PAGE 30

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARNotwithstanding the foregoing, a "Control Change" shall not occur if, in the sole discretion of the Board of Directors, thetransaction in question constitutes a bona fide reorganization of the Trust or its subsidiaries in circumstances where thebusiness of the Trust and its subsidiaries is substantially continued and the unitholdings or ultimate ownership remainssubstantially the same upon completion of the transactionFor purposes of the employment agreements, "Good Reason" means any fundamental adverse change, by the Companyand without the agreement of the Named Executive Officer, in any of the duties, powers, rights, discretions, salary,earning potential, title, benefit plans, and lines of reporting of the Named Executive Officer, or the requirement that theNamed Executive Officer be based anywhere other than the Company's principal executive offices in Calgary, on anormal and regular basis, such that immediately after such change or series of changes, the responsibilities and status ofthe Named Executive Officer, taken as a whole, are not at least substantially equivalent to those assigned to himimmediately prior to such change, or any other reason which would be considered to amount to a constructive dismissalby a court of competent jurisdiction; provided that, a reduction in the aggregate value of the remuneration and otherprerequisites and benefits payable to the employee which is part of a cost reduction program of the Company affecting allor substantially all executives of the Company shall not constitute "Good Reason".Employment agreements between the Company and Named Executive Officers contain restrictions on the use ordisclosure of confidential information by the Named Executive Officers, as well as provisions related to non-solicitationand non-competition by the Named Executive Officers.The following showed the estimated termination and change of control benefit for each of the Named Executive Officers:Name: J. Blair GoertzenResignationTermination(not for cause)NormalRetirementChange ofcontrol withoutTerminationChange ofcontrol withTerminationBase salary (1) - $800,000 - - $800,000Benefits In-lieu (2) - $40,000 - - $40,000Bonus (3) - $1,005,000 - - $1,005,000Total Cash Compensation - $1,845,000 - - $1,845,000Options value (4) - $216,705 - - $216,705RTUs value (4) (5) - - - - -PTUs value (4) (6) - - - $799,297 $799,297Total Long-term Incentives - $216,705 - $799,297 $1,016,002TOTAL - $2,061,705 - $799,297 $2,861,002Note:(1) Represents value based on two times of Mr. Goertzen’s annual base salary as indicated on Mr.Goertzen’s employment contract.(2) Represents value based on two times of 5% of Mr. Goertzen’s current base annual salary.(3) Represents value based on two times the greater of (i) average of the last three years bonuses or (ii)most recent bonus paid.(4) Represents in-the-money value based on the $10.44 closing price of the Trust Units on the TorontoStock Exchange on December 31, 2008.(5) Represents value of RTU awards and any reinvested distributions as at December 31, 2008.(6) Represents value of PTU awards and any reinvested distributions as at December 31, 2008 multipliedby the vesting multiplier of 0.5x for PTUs awarded in 2006, 1.684x for PTUs awarded in 2007 and atthreshold of 0.5x for PTUs awarded in 2008.PAGE 31

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARName: D. James HarbilasResignationTermination(not for cause)NormalRetirementChange ofcontrol withoutTerminationChange ofcontrol withTerminationBase salary (1) - $567,100 - - $567,100Benefits In-lieu (2) - $28,355 - - $28,355Bonus (3) - $351,600 - - $351,600Total Cash Compensation - $947,055 - - $947,055Options value (4) - $79,455 - - $79,455RTUs value (4) (5) - - - $96,821 $96,821PTUs value (4) (6) - - - $255,133 $255,133Total Long-term Incentives - $79,455 - $351,954 $431,409TOTAL - $1,026,510 - $351,954 $1,378,464Note:(1) Represents value based on two times of Mr. Harbilas’s annual base salary as indicated on Mr.Harbilas’s employment contract.(2) Represents value based on two times of 5% of Mr. Harbilas’s current base annual salary.(3) Represents value based on two times the greater of (i) average of the last three years bonuses or (ii)most recent bonus paid.(4) Represents in-the-money value based on the $10.44 closing price of the Trust Units on the TorontoStock Exchange on December 31, 2008.(5) Represents value of RTU awards and any reinvested distributions as at December 31, 2008.(6) Represents value of PTU awards and any reinvested distributions as at December 31, 2008 multipliedby the vesting multiplier of 0.5x for PTUs awarded in 2006, 1.684x for PTUs awarded in 2007 and atthreshold of 0.5x for PTUs awarded in 2008.Name: William A. MooreResignationTermination(not for cause)NormalRetirementChange ofcontrol withoutTerminationChange ofcontrol withTerminationBase salary (1) - $238,856 - - $238,856Benefits In-lieu (2) - $12,000 - - $12,000Bonus (3) - $120,229 - - $120,229Total Cash Compensation - $371,085 - - $371,085Options value (4) - - - - $115,733RTUs value (4) (5) - - - $127,295 $127,295PTUs value (4) (6) - - - $385,152 $385,152Total Long-term Incentives - $0 - $512,447 $628,180TOTAL - $371,085 - $512,447 $999,265Note:(1) Represents value based on four weeks per year of service multiplied by Mr. Moore’s pro-rated annualbase salary average over two years, as indicated on Mr. Moore’s offer of employment(2) Represents value equal to Mr. Moore’s annual car allowance(3) Represents value based on four weeks per year of service multiplied by Mr. Moore’s bonuses averageover two years(4) Represents in-the-money value based on the $10.44 closing price of the Trust Units on the TorontoStock Exchange on December 31, 2008.(5) Represents value of RTU awards and any reinvested distributions as at December 31, 2008(6) Represents value of PTU awards and any reinvested distributions as at December 31, 2008 multipliedby the vesting multiplier of 0.5x for PTUs awarded in 2006, 1.684x for PTUs awarded in 2007 and atthreshold of 0.5x for PTUs awarded in 2008.PAGE 32

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARName: Spencer J. FriedResignationTermination(not for cause)NormalRetirementChange ofcontrol withoutTerminationChange ofcontrol withTerminationBase salary (1) - $35,250 - - $35,250Benefits In-lieu (2) - $12,000 - - $12,000Bonus (3) - $6,563 - - $6,563Total Cash Compensation - $53,813 - - $53,813Options value (4) - - - - $40,754RTUs value (4) (5) - - - $96,236 $96,236PTUs value (4) (6) - - - $208,602 $208,602Total Long-term Incentives - $0 - $304,838 $345,592TOTAL - $53,813 - $304,838 $399,405Note:(1) Represents value based on one month per year of service multiplied by Mr. Fried’s latest annual salary,up to the maximum of twelve months salary(2) Represents value equal to Mr. Fried’s annual car allowance(3) Represents value based on one month per year of service multiplied by Mr. Fried’s bonuses averageover the last two years, up to the maximum of Mr. Fried current year bonus target(4) Represents in-the-money value based on the $10.44 closing price of the Trust Units on the TorontoStock Exchange on December 31, 2008.(5) Represents value of RTU awards and any reinvested distributions as at December 31, 2008(6) Represents value of PTU awards and any reinvested distributions as at December 31, 2008 multipliedby the vesting multiplier of 0.5x for PTUs awarded in 2006, 1.684x for PTUs awarded in 2007 and atthreshold of 0.5x for PTUs awarded in 2008.Name: Steven Dropulich (1)ResignationTermination(not for cause)NormalRetirementChange ofcontrol withoutTerminationChange ofcontrol withTerminationBase salary (2) - $290,700 - - $290,700Benefits In-lieu - - - - $-Bonus (3) - $78,628 - - $78,628Total Cash Compensation - $369,328 - - $369,328PUEs value (4) - - - - $68,840RTUs value (4) (5) - - - $94,910 $94,910PTUs value (4) (6) - - - $229,148 $229,148Total Long-term Incentives - $0 - $324,058 $392,898TOTAL - $369,328 - $324,058 $762,226Note:(1) Mr. Dropulich’s remuneration is paid in Australian dollars. The amount represents the Bank of Canadacurrency conversion rate of 0.8550 on December 31, 2008(2) Represents value based on one month per year of service multiplied by Mr. Dropulich’s latest annualsalary, up to the maximum of twelve months salary(3) Represents value based on one month per year of service multiplied by Mr. Dropulich’s bonusesaverage over the last two years, up to the maximum of Mr. Dropulich current year bonus target(4) Represents in-the-money value based on the $10.44 closing price of the Trust Units on the TorontoStock Exchange on December 31, 2008.(5) Represents value of RTU awards and any reinvested distributions as at December 31, 2008(6) Represents value of PTU awards and any reinvested distributions as at December 31, 2008 multipliedby the vesting multiplier of 0.5x for PTUs awarded in 2006, 1.684x for PTUs awarded in 2007 and atthreshold of 0.5x for PTUs awarded in 2008.PAGE 33

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARDIRECTOR COMPENSATIONOverall StrategyThe HR&C Committee reviews the competitiveness of the Company's non-management directors’ compensation programand makes recommendations to the Board of Directors. The HR&C Committee from time to time engages independentcompensation experts to benchmark comparative directors’ compensation relative to the most recently discloseddirectors’ compensation of the Company’s peer group. During 2008, the HR&C Committee engaged Mercer to providespecific support to the HR&C Committee in determining compensation for the Company's directors during the mostrecently completed fiscal year. This support has consisted of (i) the provision of general market observations with respectto market trends and issues, (ii) the provision of benchmark market data, and (iii) attendance at HR&C Committeemeetings to review market trends and issues and present market analysis. The decisions made by the HR&C Committeeare the responsibility of the HR&C Committee and may reflect factors and considerations other than the information andrecommendations provided by Mercer.Enerflex's directors’ compensation program has three main components: cash retainer, meeting and travel fees andequity retainer which include a combination of Trust Unit Options and/or RTUs. Taken together, these componentsreinforce and support Enerflex's compensation philosophy. This philosophy is the foundation of Enerflex’s compensationsystem and is designed to support the successful attainment of our vision, mission, and core values; and with its overallpolicy to compensate the directors at the target level of median relative to the directors’ total compensation of Enerflex’speer group. The compensation of Directors is reviewed annually by the HR&C Committee who recommends changesfrom time to time to the Board of Directors.Cash RetainerWith respect to cash compensation for 2008, the Lead Director and Chairperson of the Governance Committee received anannual base retainer of $45,000 and each additional director of the Company received an annual base retainer of $35,000,except those directors who are also officers of the Company, who received no compensation for serving as a director. TheNon-executive Chairman is entitled to annual base retainer of $240,000. The Chairperson for the Audit Committeereceived an additional annual retainer of $15,000, and the Chairperson for the HR&C Committee received an additionalannual retainer of $10,000.DirectorsAnnual BaseRetainerChairpersonRetainerTotal Annual CashRetainerP. John Aldred (1) $60,000 - $60,000Patrick D. Daniel $35,000 - $35,000Douglas J. Haughey $35,000 - $35,000Robert B. Hodgins $35,000 $15,000 $50,000Geoffrey F. Hyland $35,000 - $35,000Nancy M. Laird $35,000 $10,000 $45,000J. Nicholas Ross $35,000 - $35,000Robert C. Williams $45,000 - $45,000TOTAL $315,000 $25,000 $340,000Note:(1) Mr. Aldred took on the role of Non-executive Chairman on October 1, 2008 and his annual cash retainerwas pro-rated for the year.PAGE 34

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULAREquity Retainer and Directors Trust Unit Ownership GuidelinesIn 2008, the equity retainer for non-management directors were allocated to Trust Unit Options and RTU awards asfollows:Trust Unit Options Restricted(2) (3)valueTrust Unitvalue (1)Total Annual EquityRetainerP. John Aldred (3) $30,000 $30,000 $60,000Patrick D. Daniel $30,000 $30,000J. Blair Goertzen -Douglas J. Haughey (2) $15,000 $15,000 $30,000Robert B. Hodgins $30,000 $30,000Geoffrey F. Hyland $30,000 $30,000Nancy M. Laird (2) $15,000 $15,000 $30,000J. Nicholas Ross (3) $30,000 $30,000Robert C. Williams (2) $15,000 $15,000 $30,000TOTAL $105,000 $165,000 $270,000Note:(1) Based on the grant date fair value of $10.00 per each Trust Unit. In November 2008, Mr. Daniel, Mr.Hyland and Mr. Hodgins each received 3,000 RTUs while Mr. Haughey, Mr. Williams and Ms. Lairdeach received 1,500 RTUs. Due to the equity retainer calculation error in November 2008, Mr. Aldredis expected to receive 3,000 RTUs in February 2009.(2) Based on the grant date fair value of $10.00 multiplied by Black-Scholes value of 25% and 6,000options granted at an option price of $10.14 for November 2008 grant.(3) Based on the grant date fair value of $10.00 multiplied by Black-Scholes value of 25% and 12,000options granted at an option price of $10.14 for November 2008 grant.In November 2005, after receiving a recommendation from the HR&C Committee, the Board of Directors also adoptedstock ownership guidelines for each individual board member. Under the adopted guidelines and following the October2006 conversion of Enerflex into an income trust, board members are required to acquire and hold Trust Units with amarket value equivalent to three times the annual equity retainer received from the Company. All board members weregiven a period of three (3) years to comply with the guidelines. As of February 19, 2009 eight out of ten Board membersmet or exceeded the guidelines.The table below outlines the Directors’ level of Trust Unit ownership as at February 19, 2009Director NameTrust Unit OwnershipRequirement(as % of annual equityretainer)Actual Trust Unit Ownership(as % of annual equityretainer) (1)Meets TrustUnit OwnershipRequirementP. John Aldred 300% 82,970% YesPatrick D. Daniel 300% 364% YesTim W. Faithfull 300% 0% No (2)Douglas J. Haughey 300% 415% YesRobert B. Hodgins 300% 364% YesGeoffrey F. Hyland 300% 364% YesNancy M. Laird 300% 182% NoJ. Nicholas Ross 300% 1,915% YesRobert C. Williams 300% 47,653% YesNote:(1) Based on the greater value of the Trust Units acquisition costs or the Trust Unit market value onFebruary 19, 2009.(2) Mr. Faithfull was appointed as director in January 2009 and is expected to meet the ownershipguideline by 2012.PAGE 35

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARAs described under Trust Unit Ownership Guidelines, the Fund encourages and requires Trust Unit ownership by thedirectors of the Company and the General Partner. Under these guidelines directors are required to purchase, withoutassistance from the Fund, Trust Units. The directors also participate in the Trust Unit Option Plan. Pursuant to the TrustUnit Option Plan, the Trust Unit Options granted shall not result at any time in the number of Trust Units reserved forissuance pursuant to Trust Unit Options granted to non-management members of the Board of Directors, as a group,exceeding 236,642 Trust Units or the issuance to any one non-management member of the Board of Directors within aone year period of Trust Unit Options valued on the Black Scholes basis exceeding $30,000. The Non-executiveChairman’s equity retainer of $60,000 will be issued in combination of Trust Unit options valued on the Black Scholesbasis not exceeding $30,000 and the balance $30,000 in RTUs within a one year period. The Trust Unit Options grantedto directors vest on date of grant and expired on the fifth anniversary from the date of grant. The RTUs granted todirectors vest on the third anniversary of the date of grant.Meeting and Travel FeesIn addition to cash and equity retainers, each director received $1,500 for each meeting of the Board of Directors attended,$2,000 for each Audit Committee meeting and $1,500 for each other Committee meeting attended and $750 for shorttelephone meetings, during the year ended December 31, 2008. Paid travel time for directors was implemented effectiveAugust 1, 2008. For four or more hours of travel time (each way) required to attend a meeting, the individual director mayclaim an additional meeting fee. For eight or more hours of travel time (each way) required to attend a meeting, theindividual director may claim two additional meeting fees.For the financial year ended December 31, 2008, the compensation paid or payable to Directors in respect of meeting andtravel fees was $153,000 as follows:DirectorsBoardMeetingsAuditCommitteeMeetingsHR& CCommitteeMeetingsCorporateGovernanceCommitteeMeetingsTravelTotalMeetingand TravelFeesP. John Aldred $4,500 - - - - $4,500Patrick D. Daniel $11,250 - - $3,000 - $14,250Douglas J. Haughey $12,000 - $6,000 - - $18,000Robert B. Hodgins $12,000 $8,000 - - $1,500 $21,500Geoffrey F. Hyland $12,000 $8,000 - $3,000 $3,000 $26,000Nancy M. Laird $9,750 $6,000 $6,000 - - $21,750J. Nicholas Ross $12,000 $8,000 $6,000 - $3,000 $29,000Robert C. Williams $12,000 - - $3,000 $3,000 $18,000TOTAL $85,500 $30,000 $18,000 $9,000 $10,500 $153,000Summary of Director Compensation for the recent financial year:NameOptionbasebasedIncentive planUnit-Non-equityFeesEarned($) (1) Awards Awards Compensation($) (2) ($) (3) ($)PensionValue($)All OtherCompensation($)TotalCompensation($)P. John Aldred 64,500 30,000 30,000 - - 252,507 (4) 377,007Patrick D. Daniel 49,250 - 30,000 - - - 79,250Douglas J.Haughey53,000 15,000 15,000 - - - 83,000Robert B. Hodgins 71,500 - 30,000 - - - 101,500Geoffrey F. Hyland 61,000 - 30,000 - - - 91,000Nancy M. Laird 66,750 15,000 15,000 - - - 96,750J. Nicholas Ross 64,000 30,000 - - - - 94,000Robert C. Williams 63,000 15,000 15,000 - - - 93,000TOTAL 493,000 105,000 165,000 - - 252,507 1,015,507PAGE 36

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARNote:(1) Represents the amount payable for annual cash retainer and meeting and travel fees.(2) Represents the grant date fair value of the Options awarded.(3) Represents the grant date fair value of the RTUs awarded.(4) Represents Mr. Aldred’s total compensation when he was serving as the Executive Chairman for theperiod between January 1 and September 30, 2008.The following shows the directors’ outstanding equity based compensation and value on payout of vested RTUs andgained value of exercised Options:OutstandingExercisableOptionsOutstandingUnvestedOptionsGained Valueof ExercisedOptionsUnvestedRTUs (2)VestedRTUsValue ofVestedRTUsPayout# # $ # # $P. John Aldred (1) 52,000 20,000 $0 3,000 0 $0Patrick D. Daniel 0 0 $0 9,333 0 $0Douglas J. Haughey 20,740 0 $0 4,004 0 $0Robert B. Hodgins 0 0 $0 9,333 0 $0Geoffrey F. Hyland 0 0 $0 9,333 0 $0Nancy M. Laird 10,300 0 $0 6,497 0 $0J. Nicholas Ross 37,170 0 $0 0 0 $0Robert C. Williams 22,750 0 $0 4,172 0 $0TOTAL 142,960 20,000 $0 42,672 0 $0Note:(1) Mr. Aldred’s options and PTUs received during his employment as Executive Chairman will vestaccording to the plans for employees. Mr. Aldred has 3,500 PTUs that vest on October 4, 2009 and17,901 PTUs that vest on November 27, 2010. The Options Mr. Aldred received on November 25, 2008will vest immediately and the RTUs will vest on the November 25, 2011.(2) Represents the number RTUs granted and any reinvested distributions as at December 31, 2008.Outstanding Option-based and Unit-based Awards TableOptions-based AwardsUnit-based AwardsNAMEDate of Grant(dd-mm-yy)Number ofSecuritiesunderlyingUnexercisedOptions(#)OptionExercisePrice ($)OptionExpirationDate(dd-mm-yy)Value ofUnexercisedIn-the-moneyOptions ($) (1)Number ofShares orUnits ofSharesthat Havenot Vested(#)Market orPayout Valueof Unit-basedAwards thatHave notVested ($) (1)P. John Aldred04-10-0625-11-0860,00012,000$13.66$10.1404-10-1125-11-13$0$3,6003,000 (2)24,052 (3) $31,320$251,103Patrick D. Daniel- - - - - 9,333 (2) $97,437Douglas J. Haughey04-10-0627-11-0725-11-086.4508,2906,000$13.66$8.71$10.1404-10-1127-11-1225-11-13$0$14,342$1,8004.004 (2) $41,802Robert B. Hodgins- - - - - 9,333 (2) $97,437Geoffrey F. Hyland - - - - - 9,333 (2) $97,437PAGE 37

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARNancy M. Laird 04-10-0625-11-084,3006,000$13.66$10.1404-10-1125-11-13$0$1,8006,497 (2) $67,829J. Nicholas Ross04-10-0627-11-0725-11-088,60016,57012,000$13.66$8.71$10.1404-10-1127-11-1225-11-13$0$28,666$3,6000 (2) $0Robert C. Williams 27-11-0725-11-0816,5706,000$8.71$10.1427-11-1225-11-13$28,666$1,8004,172 (2) $43,556Notes:(1) Based on the closing price of $10.44 of the Trust Units on the Toronto Stock Exchange on December 31,2008.(2) Represents number of unvested RTUs including any reinvested distributions outstanding as at December31, 2008.(3) Represents number of unvested PTUs including any reinvested distributions outstanding as at December31, 2008.Incentive Plan Awards - Value Vested or Earned during the YearNameOption-based Awards - Value Vestedduring the year ($) (1)Unit-based Awards – Value Vestedduring the year ($)P. John Aldred (3) $600 $0.00Patrick D. Daniel (2) - $0.00Douglas J. Haughey (2) (4) $1,958 $0.00Robert B. Hodgins (2) - $0.00Geoffrey F. Hyland (2) - $0.00Nancy M. Laird (2) (5) $300 $0.00J. Nicholas Ross (6) $3,914 -Robert C. Williams (2) (7) $3,614 $0.00Notes:(1) Reflects the in-the-money value on the date of vesting calculated as the positive difference betweenTrust Unit closing price on the Toronto Stock Exchange on the date of vesting and the exercise pricemultiplied by the number of vested Options. The Trust Unit closing price was $9.69 on October 4, 2007,$10.33 on October 6, 2008 and $10.85 on November 27, 2008.(2) RTUs awarded to directors vests on the third anniversary from the date of grant. In 2008, none of theRTUs awarded to the directors were vested.(3) Represented by 40,000 out-of-the-money Options vested on October 4, 2007 and October 6, 2008;12,000 in-the-money Options vested on November 25, 2008. The Trust Unit closing price for October 4,2007 was $9.69, for October 6, 2008 was $10.33 and for November 25, 2008 was $10.19. Mr. Aldredhas a total of 24,052 unvested PTUs including any reinvested distributions outstanding as at December31, 2008(4) Represented by 6,450 out-of-the-money Options vested on October 4, 2006; 8,290 in-the-money Optionsvested on November 27, 2007 and 6,000 ‘in-the-money’ options vested on November 25, 2008. TheTrust Unit closing price for October 4, 2006 was $12.76, for November 27, 2007 was $8.91 and forNovember 25, 2008 was $10.19.(5) Represented by 4,300 out-of-the-money Options vested on October 4, 2006; 6,000 in-the-money Optionsvested on November 25, 2008. The Trust Unit closing price for October 4, 2006 was $12.76 and forNovember 25, 2008 was $10.19.(6) Represented by 8,600 out-of-the-money Options vested on October 4, 2006; 16,570 ‘in-the-money’options vested on November 27, 2007 and 12,000 in-the-money Options vested on November 25, 2008.The Trust Unit closing price for October 4, 2006 was $12.76, for November 27, 2007 was $8.91 and forNovember 25, 2008 was $10.19.(7) Represented by 16,570 ‘in-the-money’ options vested on November 27, 2007 and 6,000 in-the-moneyOptions vested on November 25, 2008. The Trust Unit closing price for November 27, 2007 was $8.91and for November 25, 2008 was $10.19.PAGE 38

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARINDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERSDuring the Fund's most recently completed financial year, management is unaware of any director, executive officer orsenior officer of the Company or the General Partner, proposed management nominee for election as a director of theGeneral Partner or any associate or affiliate of such director, executive or senior officer or proposed nominee that is or hasbeen indebted to the Fund or that is and has been indebted to another entity where such indebtedness is or has beensubject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by theFund, other than routine indebtedness.CORPORATE GOVERNANCEThe primary responsibility of the Board of Directors is to provide the Fund with leadership, governance and stewardship.To accomplish this, the Board of Directors establishes policies and standards for the Fund in the operation, review,development and approval of strategic plans and supervises the management of the Fund's business with the objective ofenhancing Unitholder value over the long term.The Fund is committed to adopting emerging best practices in Corporate Governance. The Fund believes that CorporateGovernance is fundamental to an efficient and effectively operated organization, as it contributes to business and financialsuccess. The Fund has reviewed the application of National Policy 58-101 and 58-201 and has outlined in Appendix B thealignment of its Corporate Governance Practices with the recommendations of the related instrument.In line with this commitment, the Board of Directors, with the exception of Mr. P. John Aldred and Mr. J. Blair Goertzen, isin its entirety, fully independent from management and the Fund. Mr. Aldred is the founder of Enerflex and has steppeddown as Executive Chairman and took on the role of Non-executive Chairman effective October 1, 2008. Mr. Goertzen isthe President and Chief Executive Officer. No other director receives or is entitled to receive from the Fund, directly orindirectly, any compensation or remuneration, other than director fees, Trust Unit Options and Restricted Trust Units as setout in this Information Circular. As the Chair of the Board of Directors is not considered under the guidelines to beindependent, the Board of Directors has appointed Mr. Robert C. Williams as its independent Lead Director. It is theresponsibility of the Executive Chair and the Lead Director to provide leadership to the Board of Directors and this isaccomplished through the fulfillment of the assigned role of each position. At each meeting of the Board of Directors, theindependent members meet without non-independent directors and management to discuss the affairs of the Company, allcompensation related matters and to facilitate open and candid discussion amongst themselves. Additionally, the Chair ofeach committee of the Board of Directors is independent and, at present, each of the committees of the Board of Directorsis comprised of independent directors.The Corporate Governance Committee oversees the annual board assessment and director evaluation process. Under theannual review each director provides confidential input into the overall assessment of the effectiveness of the Board ofDirectors, the content and format of meetings, the performance of management, the composition of the Board of Directorsand the contributions of individual directors including the Chairman of the Board of Directors, the Chair of each Committeeand the Lead Director. The results of the annual evaluation are summarized and reported to the Board of Directors by theLead Director and the Lead Director discusses any matters raised with individual board members as deemed appropriate.The Corporate Governance Committee also monitors the independence of each board member. The Lead Director orChairman of the Board of Directors discusses on an individual basis with each board member any known or perceivedconflicts of interest which may occur. Any required action with respect to the matter is communicated to the entire Board ofDirectors for appropriate consideration.The Board has developed a written position description for the Chief Executive Officer. The Chief Executive Office reportsto the Board of Directors and is accountable for the performance of the Fund. He or she provides leadership to the Fundand manages its growth and diversification in accordance with the mission, vision, values and strategic objectives of theFund and/or as approved by the Board.Code of ConductThe Fund has developed and implemented a Code of Conduct applicable to the directors, officers and employees ofEnerflex, a copy of which can be obtained from the Enerflex's website at www.enerflex.com or by contacting the HumanResources department of Enerflex at 403.236.6800. In order to monitor compliance with the Fund's Code of Conduct, theBoard of Directors, through its various committees receives quarterly reports from management with respect to all matterspertaining to compliance concerns or matters raised directly with management or through the Fund's DisclosureCommittee, and it receives written confirmation of compliance with the Code of Conduct from each officer on an annualbasis and most employees every second year. Individual board member compliance is monitored through the establishedboard evaluation system and through discussions held between the Lead Director and each individual director. The Boardevaluation process provides the directors the opportunity to assess the contributions and effectiveness of the Board, itsPAGE 39

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARcommittees, and each individual member. The Lead Director summarizes the evaluations provided and reports to theBoard the findings and conclusions made in addition to discussing the individual findings with each Board member.Additionally, in April 2005, Enerflex established a whistle blower communication program. The program acts as an intakepoint for the confidential, anonymous submission by any stakeholder of concerns relating to any ethical, legal or financialmatters. The program will ensure compliance with the relevant sections of Multilateral Instrument 52-110 on AuditCommittees and will assist Enerflex in monitoring and improving the effectiveness of its core values that were establishedin 2004.Orientation and Continuing EducationEnerflex, with the oversight of the Corporate Governance Committee, has developed and maintains a Director Orientationand Education program. The program presently consists of written materials describing, amongst other items, thesignificant business risks faced by each business unit, the business opportunities, the three year business plans of theCorporation and each material business unit, marketing materials, summaries of significant customers, suppliers andcompetitors, material contracts or agreements, historical financial performance by business unit and product developmentplans.At least quarterly, the Board of Directors meets with senior management to discuss financial performance, business trendsand opportunities. The various committees of the Board of Directors receive periodic reports from management onchanges in reporting requirements, information systems, the control environment, safety and various issues pertaining tohuman resource management and development.New board members are also provided with orientation visits to the Company's main fabrication facilities and individualinformational meetings with the Senior Management Team. Commencing in 2006, at least one meeting of the Board ofDirectors will be held at a location other than the Company's head office in Calgary, Alberta.Nomination of the Board of DirectorsThe Corporate Governance Committee, which is comprised of independent directors, oversees the identification,evaluation and selection of all potential new board members. Potential new members are identified by existing directors,management and industry contracts and, when considered appropriate, the use of an outside recruiting firm. Potential newmembers are evaluated in order to match the skills, experience, attributes and availability of the potential candidate withthe needs of the Corporation and the existing profile of the Board of Directors.The Board of Directors believes that Enerflex is in full compliance with the provisions of National Instruments 58-101 andNational Policy 58-201.The Fund's governance practices are summarized in the attached appendices of this Information Circular.OTHER MATTERSManagement of the General Partner knows of no other matters to come before the Meeting. Should any other mattersproperly come before the Meeting; the shares represented by the proxies solicited hereby will be voted on such matters inaccordance with the best judgment of the persons voting the proxy.ADDITIONAL INFORMATIONAdditional information regarding the business of Enerflex is contained in the Fund's Annual Information Form dated March3, 2009. Additional financial information is provided in the Fund's consolidated financial statements and Management'sDiscussion and Analysis of Financial Condition and Results of Operations for the financial year ended December 31, 2008,which are contained in the Fund's Annual Report.Copies of those documents and additional copies of this Information Circular may be obtained upon request from InvestorRelations, Enerflex Systems Ltd., 4700 – 47 th Street SE, Calgary, AB T2B 3R1. Phone 1.403.236.6800, Fax1.403.236.6816 or email ir@enerflex.com.Additional information about the Company can be found on SEDAR at www.sedar.com.EFFECTIVE DATEExcept as otherwise herein specified, the information set forth in this Information Circular is provided as of February 19,2009.PAGE 40

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARAPPENDIX "A"ENERFLEX SYSTEMS INCOME FUND(the “Fund”)MANDATE FOR THE BOARD OF DIRECTORSFor the purposes of this mandate any reference to “the Fund” shall include in its meaning Enerflex Systems Income Fund(the “Fund”), Enerflex Systems Ltd. (the “Company”), subsidiaries of the Company and Enerflex Holdings General PartnerLtd. (the “General Partner”).The board of directors of the General Partner, the administrator of the Fund and the board of directors of the Company,(collectively, the “Board”) has as its mandate the responsibility for the stewardship of the business and affairs of the Fundon behalf of unitholders.The Board seeks to discharge such responsibility by reviewing, discussing and approving the Fund’s strategic planning andorganizational structure and by encouraging management to develop and enact a strategic plan and organizationalstructure that enhances and preserves the business of the Fund and its underlying value. In broad terms, the stewardshipof the Fund requires the Board to oversee the Fund’s processes, practices and decisions with respect to strategic planning,risk management and mitigation, senior management appointments, communication planning, safety and environment, andinternal control integrity.PROCEDURES, POWERS AND DUTIESThe Board discharges its responsibility for overseeing the management of the Fund’s business by delegating to the Fund’ssenior officers the responsibility for the day-to-day management of the Fund. The Board’s primary roles are overseeingcorporate performance and providing quality, depth and continuity of management to meet the Fund’s strategic objectives.The Board shall have, but not be limited to, the following procedures, powers and duties:General1. Composition - The Board shall be composed of not less than three nor more than eleven directors. A majority ofdirectors shall be “independent” as such term is defined in the Fund’s Corporate Governance Guidelines and shallbe resident Canadians. The following persons are disqualified from being a director of the Fund: (a) anyone whois less than 18 years of age or over 69 years of age, unless otherwise determined by the Board; (b) anyone who isof unsound mind and has been so found by a court in Canada or elsewhere; (c) a person who is not an individual;(d) a person who has the status of bankrupt; and (e) a person who has been convicted of a criminal offence orsecurities fraud.2. Appointment and Replacement of Directors – The unitholders of the Fund may, by ordinary resolution at a specialmeeting, remove any director from office before the expiration of his or her term of office and may, by majority ofvotes cast at the meeting, elect any person in his or her stead for the remainder of his or her term. Wheneverthere is a vacancy on the Board, the remaining members may exercise all its power as long as a quorum remainsin office. Subject to the foregoing, the members of the Board shall be appointed by the unitholders annually andeach member of the Board shall remain on the Board until the next annual meeting of unitholders after his or herelection or until his or her successor shall be duly elected and qualified.3. Executive Chair of the Board (the “Chair of the Board”) – The members of the Board shall elect a Chair fromamong the members and the Chair shall preside at all meetings of the Board. The Chair of the Board shall beresponsible for leadership of the Board, including preparing the agenda, presiding over the meetings, and makingboard assignments.4. Lead Director – The Lead Director shall be the Chair of the Corporate Governance Committee provided the Chairof the Corporate Governance Committee is independent. If not, the independent members of the Board shallelect a Lead Director from among the members in the event the Chair of the Board is not independent. The LeadDirector’s role is to facilitate the functioning of the Board independent of management.5. Conflicts of Interest - If a Board member faces a potential or actual conflict of interest relating to a matter beforethe Board, that member shall be responsible for alerting the Board Chair. If the Board Chair faces a potential oractual conflict of interest, the Board Chair shall advise the Lead Director. If the Board Chair, or the Lead Director,as the case may be, concurs that a potential or actual conflict of interest exists, the member faced with suchconflict shall disclose to the Board the member’s interest and shall not participate in consideration of the matterand shall not vote on the matter.PAGE 41

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULAR6. Compensation of Board Members - The members of the Board shall be entitled to receive such remuneration foracting as members of the Board as the Board, upon the recommendation of the Human Resources andCompensation Committee, may from time to time determine. No member of the Board shall receive anycompensation for acting as a director if the member is also an employee of the Fund.7. Separate Executive Meetings - The Board shall meet at least four times every year, and more often as warranted,with the Chief Executive Officer to discuss any matters that the Board or Chief Executive Officer believes shouldbe discussed privately. However, the Board shall also meet without management present at each meeting of theBoard.Meetings of the Board8. Procedures for Meetings - Subject to any applicable statutory or regulatory requirements and the governingdocuments of the Fund, the time at which and place where the meetings of the Board shall be held and the callingof Board meetings and the procedure in all things at such meetings shall be determined by the Board. At eachmeeting of the Board, an “in-camera” session will be held without management present. The in-camera sessionwill be presided over by the Lead Director in the event the Chair of the Board is not independent.9. Calling of Meetings - The Board shall meet at least four times annually, or more frequently as it deemsappropriate to discharge its responsibilities. Notice of the time and place of every meeting shall be given inwriting, by any means of transmitted or recorded communication, including facsimile or other electronic meansthat produces a written copy, to each member of the Board at least 24 hours prior to the time fixed for suchmeeting. However, a member may in any manner waive a notice of a meeting. Attendance of a member at ameeting constitutes a waiver of notice of the meeting, except where a member attends a meeting for the expresspurpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called.Whenever practicable, the agenda for the meeting and the meeting materials shall be provided to members beforeeach Board meeting in sufficient time to provide adequate opportunity for their review.10. Quorum – A majority of members of the Board shall constitute a quorum for the transaction of business. Nobusiness may be transacted by the Board except at a meeting of its members at which a quorum of the Board ispresent in person or by telephone or other communication device that permits all persons participating in themeeting to speak and hear each other, or by a resolution in writing signed by all the members of the Board.11. Chair of Meetings - If the Chair of the Board is not present at any meeting of the Board, the Lead Director shallpreside at the meeting.12. Secretary of Meeting - The Chair of the Board shall designate a person who need not be a member of the Boardto act as secretary or, if the Chair of the Board fails to designate such a person, the secretary of the Companyshall be secretary of the Board. The agenda of the Board meeting will be prepared by the secretary of the Boardand, whenever reasonably practicable, circulated to each member prior to each meeting.13. Minutes - Minutes of the proceedings of the Board shall be kept in minute books provided for that purpose. Theminutes of Board meetings shall accurately record the attendance of all directors, the presence of non-directors,the matters discussed and directions and decisions made by the Board and shall be distributed to all Boardmembers.Powers of the Board14. Access - The Board is entitled to full access to all books, records, facilities, and personnel of the Fund. The Boardmay require such officers, directors, advisors and employees of the Fund as it may see fit from time to time toprovide any information it may deem appropriate and to attend and assist at meetings of the Board.15. Delegation – The Board may delegate from time to time to any person or committee any of the Board’sresponsibilities that lawfully may be delegated.16. Adoption of Policies and Procedures - The Board may adopt policies and procedures for carrying out itsresponsibilities.17. Professional Assistance - The Board may, subject to a simple majority vote in favour, retain special legal,accounting, financial or other consultants to advise the Board at the Fund’s expense.PAGE 42

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARBoard Organization18. The Board may delegate certain responsibilities to Board committees which shall be composed entirely ofindependent directors and which shall have a written Board approved charter.19. The Board operates by delegating certain of its authorities to management and by reserving certain powers toitself. Subject to applicable law and to the governing documents of the Fund, the Board retains the responsibilitiesfor managing its own affairs including:(a)(b)(c)(d)(e)(f)(g)planning its composition and size;selecting its Chair;providing orientation and on-going education for directors;nominating candidates for election to the Board;appointing committees;determining director compensation; andassessing the effectiveness of the Board, committees and directors in fulfilling their responsibilities.20. The Board has the responsibility to implement appropriate structures and procedures to permit the Board tofunction independently of management.General Legal Obligations of the Board of Directors21. The Board has the responsibility to direct management to ensure legal requirements have been met, anddocuments and records have been properly prepared, approved and maintained.22. The Board has the statutory responsibility to:(a)(b)(c)(d)oversee the management of the business and affairs of the Fund;act honestly and in good faith with a view to the best interests of the Fund;exercise the care, diligence and skill that responsible, prudent people would exercise in comparablecircumstances; andact in accordance with its obligations contained in the Canada Business Corporations Act and theregulations thereto, the Fund’s governing documents, and other relevant legislation and regulations.23. Directors have specific statutory duties and obligations (and potentially personal liability) set out in legislation.Lead Director24. In the event the Chair of the Board is not independent, the directors of the Fund who are independent shall at alltimes appoint from among their members a “Lead Director”. The Lead Director’s role is to facilitate the functioningof the Board independent of management. The Lead Director:(a)(b)(c)(d)serves as an independent contact for other directors on matters not deemed appropriate to be discussedinitially with the Chair or in other situations where the Chair is not available;is available to counsel the Chair on matters appropriate for review in advance of discussion with the fullBoard;holds office until such time as he or she resigns or is replaced by a majority vote of independentdirectors; andshall serve as the Chair of the Corporate Governance Committee.PAGE 43

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARCommittees of the Board25. The Board has the responsibility to:(a)(b)(c)(d)elect annually from among its members an Audit Committee, a Human Resources and CompensationCommittee, and a Corporate Governance Committee, each to be composed of not fewer than threedirectors, all of whom are independent. The committees shall adopt a formal written charter approved bythe Board;appoint from among its members a Chair for each committee with the Lead Director being appointedChair of the Corporate Governance Committee;appoint additional committees as circumstances may warrant; andappoint ad-hoc committees periodically to address certain issues of a more short-term nature.Management and Human Resources26. The Board has the responsibility to:(a)(b)(c)(d)appoint and assess the performance of the Chief Executive Officer and all other senior management,and approving their compensation, following a review of the recommendations of the Human Resourcesand Compensation Committee;satisfy itself, to the extent feasible, as to the integrity of these individuals and that the Chief ExecutiveOfficer and senior management create a culture of integrity throughout the Fund;ensure succession planning programs are in place, including programs to appoint, train, develop andmonitor management;Approve certain matters relating to all employees, including:(i)(ii)the Fund’s broad compensation strategy and philosophy;new benefit programs or material changes to existing programs; and(e)provide advice and counsel to the CEO in the execution of the CEO’s duties.Code of Business Conduct27. The Board has the responsibility to:(a)(b)(c)ensure a written Code of Business Conduct (the “Code”) has been adopted by the Fund. The Codeshould be applicable to directors, officers and employees. The Code should constitute written standardsthat are reasonably designed to deter wrongdoing and address conflicts of interest; protection and properuse of corporate assets; dealing with unitholders, customers, suppliers, competitors and employees;compliance with laws, rules and regulations; and reporting of any illegal or unethical behaviour;monitor compliance with the Code; andmonitor the development and implementation of an appropriate disclosure policy and whistleblowerpolicy consistent with the code.Strategic Planning28. The Board has the responsibility to:(a)(b)participate directly, and indirectly through its committees, in reviewing, questioning and approving themission, vision, values of the Fund and its objectives and goals;review the organizational structure of the Fund;PAGE 44

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULAR(c)(d)(e)(f)(g)(h)(i)adopt a strategic planning process and approving, on at least an annual basis, a strategic plan whichtakes into account the opportunities and risks of the business;provide input to management on emerging trends and issues and on strategic plans, objectives andgoals that management develops;approve the entering into, or withdrawing from, lines of business that are, or are likely to be, material tothe Fund;approve material divestitures and acquisitions;review and approve the annual budget and capital expenditure program for the Fund;monitor the Fund’s progress towards its goals, and to alter its direction through management in light ofchanging circumstances affecting the Fund; andconsider alternate strategies in response to possible change of control transactions or take-over bids witha view to maximizing value for unitholders.Financial and Risk Management29. The Board has the responsibility to:(a)(b)(c)(d)(e)(f)(g)understand the principal risks of the Fund’s business and oversee the implementation of appropriatesystems to effectively monitor and manage such risks with a view to the long-term viability of the Fundand achieving a proper balance between the risks incurred and the potential return to the Fund’sunitholders;take reasonable steps to ensure the implementation and integrity of the Fund’s internal control andmanagement information systems;monitor financial and operational results;approve any declaration of dividends;approve changes to the financial structure of the Fund and its subsidiaries including with respect to longtermfinancial plans, corporate borrowings, investments, long-term commitments and the issuance and/orrepurchase of units;recommend appointment of external auditors; andreview at least annually and approve the Fund’s authorization matrix pertaining to commitments enteredinto on behalf of the Fund.Safety and Environment30. The Board shall:(a)(b)(c)review and approve the Corporate safety and environment policy;periodically evaluate the Fund’s progress in implementing the Policy and approve Policy updates asappropriate; andreview reports from management on safety and environment activities, policies and practices.Policies and Procedures31. The Board has the responsibility to:(a)ensure that the Fund’s management monitors compliance with all significant policies and procedures bywhich the Fund is operated;PAGE 45

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULAR(b)(c)(d)oversee the Fund’s approach to corporate governance, including approving a set of corporategovernance guidelines applicable to the Fund, as developed by the Corporate Governance Committee;ensure that the Fund’s management performs a review to ensure that the Fund operates at all timeswithin applicable laws and regulations and in accordance with ethical and moral standards; andreceive from management, on a quarterly basis a report of exceptions to any matter referred to above.32. The Board or management shall enforce its policy, as applicable, respecting confidential treatment of the Fund’sproprietary information and the confidentiality of Board deliberations.Communications and Reporting33. The Board has responsibility to:(a)(b)(c)(d)(e)(f)(g)(h)(i)approve and revise from time to time as circumstances warrant, and to monitor management’sadherence to, a corporate disclosure policy addressing communications with unitholders, employees,financial analysts, governments and regulatory authorities, the media and the Canadian and internationalcommunities;approve the press releases, interim and annual financial statements, the notes thereto, andManagement’s Discussion and Analysis accompanying annual and interim financial statements. TheBoard may delegate the approval of the interim financial statements and Management’s Discussion andAnalysis to the Audit Committee;approve the core disclosure documents of the Fund including press releases, annual and interim reportsto unitholders, prospectuses, material change reports, investor relations presentations, InformationCircular, Annual Information Form and documents incorporated by reference therein;overseeing the accurate reporting of the financial performance of the Fund to unitholders, other securityholders and regulators on a timely and regular basis;overseeing the disclosure process that ensures the financial statements, together with the other financialinformation, fairly present in all material respects the financial condition, results of operations and cashflows of the Fund;overseeing the preparation of financial statements; that together with other financial information, areprepared in accordance with generally accepted accounting principles;monitoring the disclosure process to enhance the timely disclosure of any other developments that havea significant and material impact on the Fund;reporting annually to unitholders on its stewardship for the preceding year; overseeing the processthrough which management ensures the accuracy, timeliness and relevance of non-core disclosuredocuments such as the Fund’s website and trade or advertising publications; andoverseeing the Fund’s implementation of systems which accommodate feedback from unitholders.THIS MANDATEThe Board shall review and reassess the adequacy of this Mandate at least annually and otherwise as it deemsappropriate. The performance of the Board shall be evaluated with reference to this Mandate annually.The Board shall ensure that this Mandate is disclosed on the Fund’s website and that this Mandate or a summary of itwhich has been approved by the Board is disclosed in accordance with all applicable securities laws or regulatoryrequirements.PAGE 46

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARAPPENDIX "B"NATIONAL POLICY 58 - 101F1ENERFLEX ALIGNMENT WITH CORPORATE GOVERNANCE DISCLOSURECORPORATE GOVERNANCE DISCLOSURESDoesEnerflexAlign?PageRefThe Board of Directors is responsible for the overall stewardship of Enerflex Systems Income Fund(the “Fund”). By supervising management of the business of the Fund and supervising Managementwho is responsible for the day-to-day conduct of the business, subject to compliance with the plansapproved from time to time by the Board of Directors. The following summary sets out the Fund'sassessment of its compliance with the recommendations of National Policy 58 – 101F1 with respectto Corporate Governance Disclosures.1. Board of Directors shall:a) disclose the identity of directors who are independent; YES 6-7b) disclose the identity of directors who are not independent, and describe the basis forthat determination;c) disclose whether or not a majority of directors are independent. If a majority ofdirectors are not independent, describe what the board of directors (the board) doesto facilitate its exercise of independent judgement in carrying out its responsibilities;d) if a director is presently a director of any other issuer that is a reporting issuer (or theequivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and theother issuer;e) disclose whether or not the independent directors hold regularly scheduled meetingsat which non-independent directors and members of management are not inattendance. If the independent directors hold such meetings, disclose the number ofmeetings held since the beginning of the issuer's most recently completed financialyear. If the independent directors do not hold such meetings, describe what theboard does to facilitate open and candid discussion among its independent directors;f) disclose whether or not the chair of the board is an independent director. If the boardhas a chair or lead director who is an independent director, disclose the identity of theindependent chair or lead director, and describe his or her role and responsibilities. Ifthe board has neither a chair that is independent nor a lead director that isindependent, describe what the board does to provide leadership for its independentdirectors; andg) disclose the attendance record of each director for all board meetings held since thebeginning of the issuer's most recently completed financial year.2. Board Mandate – Disclose the text of the board's written mandate. If the board does nothave a written mandate, describe how the board delineates its role and responsibilities.YES 6-7YES 6-7YES 8YES 9YES 6-73941YES 9YES 41-463. Position Descriptionsa) disclose whether or not the board has developed written position descriptions for thechair and the chair of each board committee. If the board has not developed writtenposition descriptions for the chair and/or the chair of each board committee, brieflydescribe how the board delineates the role and responsibilities of each such position;andb) disclose whether or not the board and CEO have developed a written positiondescription for the CEO. If the board and CEO have not developed such a positiondescription, briefly describe how the board delineates the role and responsibilities ofthe CEO.YES 941YES 39PAGE 47

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULAR4. Orientation and Continuing Education(a) briefly describe what measures the board takes to orient new directors regarding YES 40(b)(i) the role of the board, its committees and its directors, and YES 40(ii) the nature and operation of the issuer's business. YES 40briefly describe what measures, if any, the board takes to provide continuingeducation for its directors. If the board does not provide continuing education,describe how the board ensures that its directors maintain the skill and knowledgenecessary to meet their obligations as directors.YES 405. Ethical Business Conducta) disclose whether or not the board has adopted a written code for the directors,officers and employees. If the board has adopted a written code:YES 39-4044(i) disclose how a person or company may obtain a copy of the code; YES 39(ii)describe how the board monitors compliance with its code, or if the board doesnot monitor compliance, explain whether and how the board satisfies itselfregarding compliance with its code; andYES 39-4044(iii) provide a cross-reference to any material change report filed since thebeginning of the issuer's most recently completed financial year that pertains toany conduct of a director or executive officer that constitutes a departure fromthe code.b) describe any steps the board takes to ensure directors exercise independentjudgement in considering transactions and agreements in respect of which a directoror executive officer has a material interest; andc) describe any other steps the board takes to encourage and promote a culture ofethical business conduct.N/AYES 6-73941YES 39446. Nomination of Directorsa) describe the process by which the board identifies new candidates for boardnomination;b) disclose whether or not the board has a nominating committee composed entirely ofindependent directors. If the board does not have a nominating committee composedentirely of independent directors, describe what steps the board takes to encouragean objective nomination process; andc) if the board has a nominating committee, describe the responsibilities, powers andoperation of the nominating committee.YES 40YES 4043YES 417. Compensationa) describe the process by which the board determines the compensation for theissuer's directors and officers;b) disclose whether or not the board has a compensation committee composed entirelyof independent directors. If the board does not have a compensation committeecomposed entirely of independent directors, describe what steps the board takes toensure an objective process for determining such compensation;c) if the board has a compensation committee, describe the responsibilities, powers andoperation of the compensation committee; andd) if a compensation consultant or advisor has, at any time since the beginning of theissuer's most recently completed financial year, been retained to assist in determiningcompensation for any of the issuer's directors and officers, disclose the identity of theYES 3442YES 14YES 14-1534YES 1434PAGE 48

ENERFLEX SYSTEMS INCOME FUND. – INFORMATION CIRCULARconsultant or advisor and briefly summarize the mandate for which they have beenretained. If the consultant or advisor has been retained to perform any other work forthe issuer, state the fact and briefly describe the nature of the work.8. Other Board Committees – If the board has standing committees other than the audit,compensation and nominating committees identify the committees and describe their function.9. Assessments – Disclose whether or not the board, its committees and individual directors areregularly assessed with respect to their effectiveness and contribution. If assessments areregularly conducted, describe the process used for the assessments. If assessments are notregularly conducted, describe how the board satisfies itself that the board, its committees, andits individual directors are performing effectively.YES 944YES 3943PAGE 49