Baylin Technologies Inc. — AGM Information 2023

Apr 24, 2023

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BAYLIN TECHNOLOGIES INC.

000001

Mr A Sample Designation (if any) Add1 Add2 add3 add4 add5 add6

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

Security Class

COMMON SHARES

Holder Account Number

C1234567890 XXX

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Form of Proxy - Annual General and Special Meeting to be held on May 11, 2023

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.

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.

2. 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.

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

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Proxies submitted must be received by 5:00 p.m., Eastern Time, on May 9, 2023.

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

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To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

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To Vote Using the Internet

To Virtually Attend the Meeting

• Go to the following web site: • You can attend the meeting virtually by visiting www.investorvote.com the URL provided on the back of this document.

• Go to the following web site:

• 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 123456789012345

CPUQC01.E.INT/000001/i1234

01W46A

C1234567890

MR SAM SAMPLE

XXX 123

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Appointment of Proxyholder

I/We being holder(s) of securities of Baylin Technologies Inc. (the “Company”) hereby appoint: each of Jeffrey Royer, Barry OR Reiter, and Harold Wolkin (the “Management Nominees”)

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

Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/baylin and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

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 directions (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 of shareholders of the Company to be held online at https://meetnow.global/MU72CHX on May 11, 2023 at 11:00 a.m. (Eastern Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

1. Election of Directors
	For	Withhold		For	Withhold				For	Withhold
01. Janice Davis			02. Bejoy Pankajakshan					03. Barry Reiter			Fold
04. Jeffrey Royer			05. David Saska					06. Don Simmonds
07. Harold Wolkin
									For	Withhold
2. Appointment of Auditors
Appointment of RSM Canada as Auditors of the		Company	for the ensuing year and authorizing the Directors to fx their remuneration.
									For	Against
3. Approval of Unallocated Awards Under the Company’s Amended and Restated Omnibus Equity Incentive Plan
The resolution in the form attached as Schedule A to the Management Information Circular of Baylin Technologies Inc. awards under the Amended and Restated Omnibus Equity Incentive Plan of the Company is approved and ratifed.						(the	“Company”) approving the unallocated
									For	Against

4. Approval of an Amendment to the Company’s Amended and Restated Omnibus Equity Incentive Plan

The resolution in the form attached as Schedule B to the Management Information Circular of Baylin Technologies Inc. (the “Company”) approving an amendment to the Amended and Restated Omnibus Equity Incentive Plan (the “Plan”) of the Company to increase the number of common shares of the Company issuable under the Plan from 10% to 12% of the number of common shares outstanding from time to time is approved and ratified.

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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)

Date MM / DD / YY

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

B A Y Q

A R 1

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