BPLI Holdings Inc. — AGM Information 2021

Mar 3, 2021

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BPLI HOLDINGS INC.

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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, March 30, 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.

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 (Atlantic Time) on Friday, March 26, 2021.

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

• To Receive Documents To Virtually Attend

• To Vote Using the Telephone To Vote Using the Internet Electronically the Meeti ~~n~~ g

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

• 1-866-732-VOTE (8683) Toll Free • Scan the QR code Smartphone? www.investorcentre.com. back of this proxy. 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

01OVKA

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Appointment of Proxyholder

I/We, being holder(s) of BPLI Holdings Inc. hereby appoint: Bernard Beckett, Treasurer and Corporate Secretary, or failing him, Bradley Driscoll, Chief Financial Officer

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

Note: If completing the appointment box above YOU MUST go to https://www.computershare.com/BPLI 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 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 of Shareholders of BPLI Holdings Inc. (the ‘’Corporation’’) to be held at 18 Prescott Street, St. John’s, Newfoundland and Labrador on Tuesday, March 30, 2021 at 10:00 am (Atlantic Time) and to be held online at https://web.lumiagm.com/289609788, and at any adjournment thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against

1. Arrangement Resolution

To consider and, if deemed advisable, to pass, with or without variation, a special resolution the full text of which is set forth in Appendix “A” to the accompanying management information circular of the Corporation dated February 25, 2021 (the “ Information Circular ”), (i) authorizing the Corporation to execute and deliver, and to cause the appropriate subsidiaries to execute and deliver, guarantees and such other documentation as is required to provide the security for a term loan facility and a demand loan as contemplated in the commitment letter dated February 1, 2021 between 12491125 Canada Inc. (“ Acquisitionco ”) and its lender (ii) approving, among other things, a plan of arrangement under section 192 of the Canada Business Corporations Act involving, among others, the Corporation, Acquisitionco, Rizbollo Holdings Limited and Name 3 Capital Inc., pursuant to which Acquisitionco will, among other things, acquire all of the issued and outstanding common shares of the Corporation (the “ Shares ”) for cash consideration of $0.23 per Share (excluding certain Shares beneficially owned or controlled and directed by Derrick Rowe and Emad Rizkalla which Shares shall be acquired for common shares of Acquisitionco), all as more particularly described in the Information Circular.

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2. Election of Directors

2.Election of Directors
	For	Withhold		For	Withhold		For	Withhold
01. Emad Rizkalla			02. Derrick Rowe			03. Andrew Youngman
04. Paul Sparkes			05. Tom Astle
							For	Withhold

3. Appointment of Auditors

Appointment of KPMG LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

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Signature(s) Date 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 MM / DD / / DD / DD / / YY indicated above, this Proxy will be voted as recommended by Management. Interim Financial Statements would like to receive Interim Financial Statements and – Mark this box if you Annual Financial Statements – you would NOT like to receive the Annual Financial Mark this box if Information Circular – Mark this box if you would like to receive the Information Circular by mail for the next accompanying Management’s Discussion and Analysis Statements and accompanying Management’s Discussion securityholders’ meeting. 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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01OVLE