Black Diamond Group Limited — AGM Information 2021

Mar 25, 2021

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BLACK DIAMOND GROUP LIMITED

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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 and Special Meeting to be held on Tuesday, April 27, 2021

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 persons 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 must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

3. This proxy should be signed in the exact manner as the name(s) appear(s) 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 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 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 or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

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

Proxies submitted must be received by 1:30 pm, Calgary time, on Friday, April 23, 2021

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

• To Virtually Attend

• To Vote Using the Telephone To Vote Using the Internet To Receive Documents Electronically the Meet ~~i~~ ng

• • Call the number listed BELOW from a touch • Go to the following web • You can enroll to receive future • You can attend the meeting virtually by tone telephone. site: www.investorvote.com securityholder communications electronically visiting the URL provided on the back of

• 1-866-732-VOTE (8683) Toll Free • Smartphone? by visiting www.investorcentre.com. this proxy. Scan the QR code to vote now.

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

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

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Appointment of Proxyholder

I/We being holder(s) of Black Diamond Group Limited (the “Corporation”) hereby appoint(s): Trevor Haynes, President and Chief Executive Officer of the Corporation, or failing him, Toby LaBrie, Executive Vice President and Chief Financial Officer of the Corporation

OR

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

Note: If you are appointing a proxyholder other than the Management nominees YOU MUST return your proxy by mail and go to http://www.computershare.com/BlackDiamond by 1:30 pm, Calgary time, on Friday, April 23, 2021, and provide Computershare with the required information for your appointee so that Computershare may provide the appointee with a Control Number via email. The Control Number will allow your appointee to log in to and vote at the Meeting. Without a Control Number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder 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 and Special Meeting (the “Meeting”) of shareholders of Black Diamond Group Limited to be held via live audio webcast online at https://web.lumiagm.com/294675534 on Tuesday, April 27, 2021 at 1:30 pm, Calgary 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
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For Withhold For		Withhold					For	Withhold
01. Trevor Haynes 02. Brian Hedges				03. Robert J. Herdman
04. Barbara J. Kelley 05. Edward H. Kernaghan				06. Leilani Latimer
07. Steven Stein 08. Robert Wagemakers
							For	Withhold
2. Appointment of Auditors
To appoint Ernst & Young LLP, Chartered Professional Accountants, as auditors for the ensuing year and to authorize the directors to fx their remuneration						as such.
							For	Against
3. Approval of Unallocated Options Under the Option Plan
To consider and if deemed advisable approve, with or without variation, an ordinary resolution of shareholders in the		form set out in the Corporation’s Information
Circular approving all unallocated options under the Corporation’s option plan.
							For	Against
4. Approval of the Issuance of Common Shares from Treasury Pursuant to the Restricted and Performance Award Incentive Plan
To consider and if deemed advisable approve, with or without variation, an ordinary resolution of shareholders in the		form set out in the Corporation’s Information
Circular approving the issuance of common shares from treasury pursuant to the Corporation’s restricted and performance award incentive plan.									Fold
							For	Against
5. Approval of the Renewal of the Amended and Restated Shareholder Protection Rights Plan Agreement
To consider and if deemed advisable approve, with or without variation, an ordinary resolution of shareholders in the		form set out in the Corporation’s Information
Circular approving the continued existence of the Corporation’s amended and restated shareholder protection rights plan agreement.
Authorized Signature(s) – This section must be completed for your Signature(s)						Date
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.						MM /DD /YY
Interim Financial Statements– Mark this box if you Annual Financial Statements –Mark this box if
would like to receive Interim Financial Statements and you would NOT like to receive the Annual Financial
accompanying Management’s Discussion and Analysis Statements and accompanying Management’s Discussion
by mail. and Analysis 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.

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