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

Jun 25, 2021

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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 General and Special Meeting to be held on Thursday, August 5, 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 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.

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. If you have 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 and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

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

9. In accordance with the articles of the Company, the voting of the shares are subject to the “Significant Equity Interest Requirements” (as that term is defined in the Company’s articles) of various securities regulatory authorities. The Company will furnish to a shareholder, on demand and without charge, a full copy of the text of these requirements. By signing this Form or by giving voting instructions, I declare to the Company that, to the best of my knowledge and belief, the beneficial owner of the common shares represented by this Form and any person exercising control or direction over any of such common shares does not own, hold or control, directly or indirectly, securities of the Company contrary to any of the Significant Equity Interest Requirements.

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Proxies submitted must be received by 10:00 AM, Eastern Time, on Tuesday, August 3, 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

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Appointment of Proxyholder

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

OR

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/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 holder in accordance with the following direction (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 virtually at https://web.lumiagm.com/421116028 on Thursday, August 5, 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. Number of Directors
To set the number of directors at ten.
2. Election of Directors									Fold
	For	Withhold			For	Withhold		For	Withhold
01. Charles N. Bralver				02. Daniel J. Daviau			03. Gillian H. Denham
04. Michael D. Harris				05. Merri L. Jones			06. David J. Kassie
07. Terrence A. Lyons				08. Jo-Anne O’Connor			09. Dipesh J. Shah
10. Sally J. Tennant
								For	Withhold
3. Appointment of Auditors Appointment of Ernst & Young LLP, Chartered Accountants as auditors of the Company for the ensuing year and authorizing the directors to fx their remuneration.
4. Shareholder Approval of Unallocated Options and Continuance of the Performance Share Option (PSO) Plan								For	Against
BE IT RESOLVED, as an ordinary resolution, that:
1. All unallocated options under the Performance Share Option (PSO) Plan described in the Management Information Circular of the Company dated June 11, 2021 (the “Circular”) be and are
hereby approved;
2. The Company have the ability to continue granting options under				the PSO Plan until August 5, 2024, which is the date that is three years from the date of the shareholder meeting at which
shareholder approval is being sought; and 3. Any director or offcer of the Company be and is hereby authorized to do such things and to sign, execute and deliver all documents that such director and offcer may, in their discretion,
determined to be necessary in order to give full effect to the intent and purpose of this resolution.									Fold
								For	Against

5. Shareholder Advisory Vote on Executive Compensation (Say on Pay)

BE IT RESOLVED, as an ordinary resolution, that on a non-binding and advisory basis and not to diminish the role and responsibilities of the Board of Directors, the shareholders accept the approach to executive compensation disclosed in the Circular.

Signature(s) Date

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.

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