Canaccord Genuity Group Inc. — Proxy Solicitation & Information Statement 2024

Jun 27, 2024

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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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Voting Instruction Form (“VIF”) - Annual General and Special Meeting to be held on Friday, August 9, 2024

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

5. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.

6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

7. Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

8. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

9. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

10. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

11. 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, you declare to the Company that, to the best of your 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 Fold shares does not own, hold or control, directly or indirectly, securities of the Company contrary to any of the Significant Equity Interest Requirements.

VIFs submitted must be received by 10:00 AM, Eastern Time, on Wednesday, August 7, 2024.

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.

• 1-866-734-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 VIF.

If you vote by telephone or the Internet, DO NOT mail back this VIF.

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 choose an appointee other than the Management Appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

020BZB

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Appointee(s)

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

If you wish to attend in person or appoint someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).

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 voter 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 http://web.lumiagm.com/441932933 on Friday, August 9, 2024 at 10:00 AM, Eastern Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT OVER THE BOXES.
				For	Against
1. Number of Directors
To set the number of directors at fve.
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2. Election of Directors
For Withhold	For	Withhold		For	Withhold
01. Michael Auerbach 02. Daniel J. Daviau			03. Shannon Eusey
04. Terrence Lyons 05. Elizabeth Cynthia Tripp
				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,
2024 (the “Circular”) be and are hereby approved;
2. The Company have the ability to continue granting options under the PSO Plan until August 9, 2027, 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.
				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							Fold
shareholders accept the approach to executive compensation disclosed in the Management Information Circular.

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 VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.

Signature(s) Date

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