16080022 CANADA INC — Proxy Solicitation & Information Statement 2025

Jan 9, 2025

Odessa Capital Ltd.
Computershare
8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General and Special Meeting to be held on January 30, 2025

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 10:00 am, Eastern Time, on January 28, 2025.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.
  1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

021DHB

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Appointment of Proxyholder

I/We being holder(s) of securities of Odessa Capital Ltd. (the "Corporation") hereby appoint: Michel Lassonde, President, Chief Executive Officer and a director of the Corporation, or failing this person, André Verrier, Chief Financial Officer and a director of the Corporation (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

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as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting (the "Meeting") of shareholders of the Corporation (the "Shareholders") to be held at Hotel Alt, 6500 Blvd de Rome, Brossard, QC, J4Y 0B6 on January 30, 2025 at 10:00 am, Eastern Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY INCHLIGHTED TEXT OVER THE BOXES.

1. To fix the number of directors to be elected at the Meeting at five (5);

For	Against
☐	☐

1. To elect the directors of the Corporation to hold office until the next annual meeting of the Shareholders;

	For	Withhold	For	Withhold
01. Michel Lassonde	☐	☐	02. André Verrier	☐
04. Luc Poirier	☐	☐	05. Pierre Colas	☐
For	Withhold	For
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☐	☐	☐

1. To appoint MNP LLP, Chartered Professional Accountants, as the auditor of the Corporation until the next annual meeting of Shareholders, at a remuneration to be fixed by the board of directors of the Corporation;

For	Against
☐	☐

1. To consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution of shareholders, the full text of which is set forth in the Circular, approving the stock option plan of the Corporation, as more particularly described in the management information circular of the Corporation dated December 30, 2024 (the "Circular");

For	Against
☐	☐

1. To consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders, the full text of which is set forth in the Circular, approving the stock option plan of Margaux Real Estate Investment Trust ("Margaux") as it exists upon completion of the Arrangement (as defined herein), as more particularly described in the Circular;

For	Against
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1. To consider, pursuant to an interim order of the Superior Court of Québec dated December 18, 2024, as may be further varied and amended, and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set out in Appendix “A” to the Circular, to authorize and approve a plan of arrangement under Section 192 of the Canada Business Corporations Act (the “CBCA”) (the “Arrangement”), which Arrangement shall constitute the Corporation’s proposed qualifying transaction with Margaux, all as more particularly described in the Circular;

For	Against
☐	☐

1. To consider, and if deemed advisable, to pass, with or without variation, a special resolution approving the continuance of the Corporation from the Province of Alberta under the Business Corporations Act (Alberta) into the Federal jurisdiction of Canada under the CBCA, and the adoption of a new general by-law of the Corporation, as more fully described in the Circular;

For	Against
☐	☐

1. To transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Signature(s)

		MM / DD / YY

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

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Annual Financial Statements – Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

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If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

ODCQ

376154

AR2

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021DIH