Calian Group Ltd. — Proxy Solicitation & Information Statement 2021

Dec 29, 2021

PROXY FOR HOLDERS OF CALIAN GROUP LTD. COMMON SHARES

For use at an annual meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) in the capital of Calian Group Ltd. (the “Corporation”) to be held on Friday, February 11, 2022 or any adjournment or postponement thereof, to seek the approval of the matters described in the Management Proxy Circular of the Corporation dated December 14, 2021 (the “Circular”).

THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT OF THE CORPORATION.

The undersigned Shareholder appoints Kevin Ford, President and Chief Executive Officer of the Corporation, or failing him, Patrick Houston, Chief Financial Officer and Corporate Secretary of the Corporation, or instead of either of the foregoing, ________ (the “Proxyholder”), as proxy of the undersigned, to attend, vote and act for and on behalf of the undersigned at the Meeting of the Shareholders to be held at 10:00 a.m. (Eastern Time) on Friday, February 11, 2022 at the TMX Market Centre at 120 Adelaide St. W., Toronto, Ontario M5H 1P9 and at any adjournment or postponement thereof, with full power of substitution, upon the following matters and such other business as may properly come before the Meeting or any adjournment or postponement thereof:

1. Election of Directors:

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For Withhold For Withhold
1. George Weber 5. Royden Ronald Richardson
2. Jo-Anne Poirier 6. Valerie Sorbie
3. Ray Basler 7. Kevin Ford
4. Young Park
2. Appointment of Auditors: For Withhold
Appointment of Deloitte LLP as Auditors of the Corporation for the ensuing year and authorizing the
Board of Directors to fix their remuneration:
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If any amendments or variations to the matters referred to above are proposed at the Meeting or any adjournment or postponement thereof, or if any other matters which are not now known to management should properly come before the Meeting or any adjournment or postponement thereof, the undersigned hereby confers discretionary authority on the Proxyholder to vote on such amendments or variations or such other matters in accordance with the best judgment of such person.

The undersigned hereby revokes all former proxies given in respect of the Meeting, other than irrevocable proxies so given, and ratifies everything the Proxyholder may do at the Meeting or any adjournment or postponement of the Meeting.

Dated this _ day of ___, 20____.

_______ Shareholder’s signature

_______ Print name

NOTES:

1. Notwithstanding the designation on the reverse, a Shareholder has the right to appoint a person to represent such Shareholder at the Meeting other than the management representatives designated in this proxy. Such right may be exercised by inserting in the space provided the name of the other person the Shareholder wishes to appoint. Such other person need not be a Shareholder.

2. A Shareholder should indicate their choice, of voting For or Withheld on the items listed on the reverse hereof by checking the appropriate box. The Common Shares represented by this proxy, if in favour of a person designated in this form, will be voted in accordance with the instructions of the Shareholder on any ballot that may be conducted. If the undersigned specifies a choice with respect to any matter to be acted upon, the shares shall be voted accordingly. If a Shareholder does not specify a choice, their Common Shares will be voted FOR of each of the items set out on the reverse hereof.

3. To be valid, this proxy must be signed and deposited with the Corporation’s transfer agent, TSX Trust Company at P.O. Box 721, Agincourt, Ontario, M1S 0A1 in the enclosed envelope or by fax at 1-866-781-3111 or by email to proxyvote@astfinancial.com, no later than 10:00 a.m. (Eastern Time) on February 9, 2022 or if the meeting is adjourned or postponed, no later than 24 hours, Saturdays, Sundays and holidays excepted, preceding the meeting, or any adjournments or postponement thereof. Proxies may also be deposited with the scrutineers of the Meeting, to the attention of the chair of the Meeting, immediately prior to the commencement of the Meeting or any adjournment or postponement thereof.

4. If you are an individual holder of Common Shares, please sign exactly as your Common Shares are registered.

5. If the Shareholder is a person other than an individual, this proxy must be executed by a duly authorized officer or attorney of the Shareholder and, if the Shareholder is a corporation and such corporation has a corporate seal, its corporate seal should be affixed.

6. If Common Shares are registered in the name of an executor, administrator or trustee, please sign exactly as the Common Shares are registered. If the Common Shares are registered in the name of a deceased or other Shareholder, the Shareholder’s name must be printed in the space provided, the proxy must be signed by the legal representative with the legal representative’s name printed below such signature and evidence of authority to sign on behalf of the Shareholder must be attached to this proxy.

7. Please refer to the Circular for further information pertaining to the Meeting.

8. If this proxy is not dated in the space provided, it will be deemed to bear the date on which the Circular is mailed to the Shareholder.

9. Capitalized terms used herein without definitions have the meanings given to such terms in the Circular.

THIS IS YOUR PROXY. PLEASE COMPLETE, FOLD AND RETURN IN THE ENVELOPE PROVIDED.