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Aecon Group Inc. Proxy Solicitation & Information Statement 2023

May 2, 2023

43532_rns_2023-05-02_1d7b6f40-31ee-4b46-8ff2-b3dc303468e7.PDF

Proxy Solicitation & Information Statement

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SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA AIOQ 000001

Security Class COMMON SHARES

Holder Account Number

C9999999999 IND

Form of Proxy - Annual Meeting of Shareholders to be held on June 6, 2023

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

Notes to proxy

    1. Every securityholder has the right to appoint some other person or company of their choice, who need not be a securityholder, 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).
    1. 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.
    1. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
    1. 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.
    1. 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.
    1. 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.
    1. 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.
    1. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 9:00 a.m., Eastern Daylight Time, on June 2, 2023.

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

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

To Receive Documents Electronically

You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

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 23456 78901 23456

C9999999999

SAM SAMPLE

IND C03
Appointment of Proxyholder
I/We being holder(s) of securities of Aecon Group Inc. (the
"Corporation") hereby appoint: Jean-Louis Servranckx, President and
CEO, or failing this person, Martina Doyle, General Counsel, Public Company
and Corporate Secretary (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.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. 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 Meeting of Shareholders of Aecon Group Inc. (the "Corporation") to be held at 20
Carlson Court, Suite 105, Toronto, Ontario, Canada M9W 7K6 on June 6, 2023 at 9:00 a.m., Eastern Daylight Time, and at any adjournment or postponement thereof.
1. Election of Directors For Against For Against
01. John M. Beck 02. Anthony P. Franceschini 03. J.D. Hole
04. Susan Wolburgh Jenah 05. Stuart Lee 06. Eric Rosenfeld
07. Jean-Louis Servranckx 08. Monica Sloan 09. Deborah S. Stein
10. Scott Thon
2. Advisory Vote Regarding Executive Compensation
Approval, on an advisory basis, of the approach to the Corporation's executive compensation disclosed in the 2023 Management Information
Circular.
3. Appointment of Auditors
to fix their remuneration. Re-appointment of PricewaterhouseCoopers LLP, Chartered Accountants, as auditors of the Corporation and authorization of the board of directors

Fold


Signature of Proxyholder Signature(s) Date
voted as recommended by Management. 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
Interim Financial Statements - Mark this box if you would
Annual Financial Statements - Mark this box if you would
like to receive Interim Financial Statements and
NOT like to receive the Annual Financial Statements and
accompanying Management's Discussion and Analysis by
accompanying Management's Discussion and Analysis by
mail.
mail.
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.
A I O Q 3 5 2 9 9 5 1 A P I Z A R 2 9 9 9 9 9

For Against

For Against

For Withhold

------- Fold