AD4 Capital Corp. — Proxy Solicitation & Information Statement 2024

Mar 8, 2024

Trader’s Bank Building 702, 67 Yonge Street Toronto ON M5E 1J8

AD4 CAPITAL CORP.

==> picture [130 x 33] intentionally omitted <==

Form of Proxy – Annual General and Special Meeting to be held on March 27, 2024

Appointment of Proxyholder

I/We being the undersigned holder(s) of AD4 Capital Corp. (the “Company”) hereby appoint

Alfredo De Lucrezia, the President, Chief Executive Officer and a Director of the Company, or failing this person, Glenn R. Yeadon, the Secretary of the Company

OR

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

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 all other matters that may properly come before the Annual General and Special Meeting of AD4 Capital Corp. to be held at Suite 1710 – 1177 West Hastings Street, Vancouver, British Columbia at 11:30 a.m. (Pacific time) on Wednesday, March 27, 2024 or at any adjournment thereof.

			For	Against
1.	**Number of Directors.**To set the number of directors to be elected at the Meeting to at five (5).
2.	Election of Directors.ForWithholdForWithhold		For	Withhold
a.	Alfredo De Lucreziab.Maurizio Grandec.	John Pallot
d.	Jeffrey Bachae.Gordon Kettleson
3.	**Appointment of Auditors.**Appointment of Davidson & Company LLP, Chartered Professional Accountants, as Auditors of the Company for the ensuing		For	Withhold
	year and authorizing the Directors to fix their remuneration
4.	**Renewal of Incentive Stock Option Plan.**To consider and, if thought advisable, to pass an ordinary resolution approving the renewal of the Company’s		For	Against
	Incentive Stock Option Plan, as more fully set forth in the Information Circular accompanying the Notice of Meeting
5.	**Discretionary Authority.**To grant the proxyholder authority to vote at his/her discretion on any other business or amendment or variation to the previous		For	Against

5. Discretionary Authority. To grant the proxyholder authority to vote at his/her discretion on any other business or amendment or variation to the previous resolutions

Authorized Signature(s) – This section must be completed for your instructions to be executed.

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, this Proxy will be voted as recommended by Management.

Signature(s):

Date

MM / DD / YY

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Annual Financial Statements – Check the box to the right if you would like to receive Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

This form of proxy is solicited by and on behalf of Management. Proxies must be received by 11:30 am, Pacific Standard Time on March 25, 2024.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. 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 appears on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

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, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has 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 to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

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

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

==> picture [83 x 83] intentionally omitted <==

To Vote Your Proxy Online please visit: https://vote.odysseytrust.com

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/ .

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. A return envelope has been enclosed for voting by mail.