Canaccord Genuity Group Inc. — Proxy Solicitation & Information Statement 2021

Jan 29, 2021

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

Security Class

Holder Account Number

Form of Proxy - Special Meeting of Holders of 6.25% Convertible Unsecured Senior Subordinated Debentures to be held on February 22, 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 (Eastern Time), on February 18, 2021.

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

• Go to the following web site: www.investorvote.com

• Smartphone? Scan the QR code to vote now.

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To Virtually Attend the Meeting

• You can attend the meeting virtually by visiting the URL provided on the back of this proxy.

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

01OR1B

Appointment of Proxyholder

I/We being holder(s) of Canaccord Genuity Group Inc. hereby appoint: David J. Kassie, the Chairman and a director of the Company, or failing him, Daniel Daviau, the Chief Executive Officer and a director of the Company

OR

Print the name of the person you are appointing if this person is someone other than the management proxyholders named herein.

Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/canaccord 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 with respect to all other matters that may properly come before the Special Meeting of Holders of 6.25% Convertible Unsecured Senior Subordinated Debentures of Canaccord Genuity Group Inc. to be held virtually at https://web.lumiagm.com/493842292 and at 161 Bay Street, Suite 3000, Toronto, Ontario on February 22, 2021 at 10:00 am (Eastern Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against

1. Extraordinary Resolution

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To consider, and if deemed advisable, to approve an extraordinary resolution, the full text of which is set out in Appendix A to the accompanying management information circular (the “ Circular ”) approving, among other things, Canaccord Genuity Group Inc. and Computershare Trust Company of Canada entering into and performing their respective obligations under a first supplemental indenture (the “ Supplemental Indenture ”) to the indenture dated as of August 22, 2018 governing the 6.25% convertible unsecured senior subordinated debentures due December 31, 2023 (a copy of which Supplemental indenture is attached as Appendix B to the Circular), all as more particularly described in the Circular.

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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 / YY indicated above, this Proxy will be voted as recommended by Management.

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01OR2C