Clairvest Group Inc. — Proxy Solicitation & Information Statement 2020

Jul 2, 2020

CLAIRVEST GROUP INC. PROXY ANNUAL MEETING OF SHAREHOLDERS AUGUST 11, 2020

The undersigned common shareholder of CLAIRVEST GROUP INC, (the "Corporation") hereby appoints Joseph J. Heffernan, Chairman of the Corporation, or failing him, B. Jeffrey Parr, Vice-Chairman of the Corporation, or failing him, Kenneth B. Rotman, Chief Executive Officer of the Corporation, OR INSTEAD OF ANY OF THE FOREGOING, _____________________________________, as proxy of the undersigned, to attend, vote and act for and on behalf of the undersigned at the annual meeting (the "meeting") of the Corporation to be held on the 11th day of August, 2020 and at all adjournments thereof to the same extent and with the same power as if the undersigned were personally present, with full power of substitution, at the said meeting or all adjournments thereof, and without limiting the generality of the power hereby conferred, the proxy holder specified above is specifically directed, on any ballot that may be called for, to vote as specified below and the shares represented by this proxy shall be voted accordingly:

1. Election of Directors (Note 1)

All the proposed nominees			For			Withhold
OR			For	Withhold			For	Withhold		For	Withhold
	01.	John Barnett	□	□	05. G. John Krediet		□	□	09. Isadore Sharp	□	□
	02.	Michael Bregman	□	□	06. B. Jeffrey Parr		□	□	10. Michael Wagman	□	□
	03.	Joseph E. Fluet, III	□	□	07. Kenneth B. Rotman		□	□	11. Rick Watkin	□	□
	04.	Joseph J. Heffernan	□	□	08. Lionel Schipper		□	□

• 1. VOTE [ ] OR WITHOLD FROM VOTING [ ] in the appointment of auditors and in authorizing the directors to fix the remuneration of the auditors (Note 1)
• 1. Such other business as may properly come before the meeting,

If any amendments or variations to the matters identified in the notice of meeting are proposed at the meeting or any adjournment or adjournments thereof or if any other matters which are not now known to Management at this time should properly come before the meeting or any adjournments thereof, this proxy confers discretionary authority on the person voting the proxy to vote on such amendments or variations or such other matters in accordance with the best judgement of such person.

This proxy is solicited by Management of the Corporation. A shareholder has the right to appoint a person, who need not be a shareholder, as the shareholder's nominee and to attend and act for him on his behalf at the meeting other than the nominee designated above and may exercise such right by inserting the name of his nominee in the space provided above for that purpose.

EXECUTED the ___ day of _________________, 2020

(Please Print)

Name of Shareholder Signature of Shareholder

____________________________________ ___________________________________________

NOTES:

• 1. IN THE EVENT THAT NO SPECIFICATION HAS BEEN MADE WITH RESPECT TO THE ITEMS OF BUSINESS NOTED HEREIN, THE PROXY NOMINEES WILL VOTE THE SHARES REPRESENTED BY THIS PROXYFOR SUCH MATTERS.
• 1. This proxy form must be signed and dated by the shareholder or his attorney authorized in writing, or if the shareholder is a corporation, by any officer or attorney thereof duly authorized. If the shareholder is an individual, please sign exactly as your shares are registered. If the proxy form is not dated in the space provided, it is deemed to bear the date on which it is mailed by Management to the Corporation.
• 1. Properly executed forms of proxy must be deposited prior to 5:00 p.m. on August 7, 2020 or, if the meeting is adjourned, 48 hours (excluding Saturdays and holidays) before any adjourned meeting, with AST Trust Company (Canada), 1Toronto Street, Suite 1200, Toronto, ON M5C 2V6 (if in person) or AST Trust Company (Canada) Proxy Department, P.O. Box 721 Agincourt, Ontario, M1S 0A1 (if by mail) or by fax to AST Trust Company (Canada) at 416-368-2502 (toll-free at 1-866-0781-3111) or by email at proxyvote@astfinancial.com.
• 1. Referee is made to the accompanying management information circular for further information regarding completion and use of this proxy and other information pertaining to the meeting.