Clairvest Group Inc. — Proxy Solicitation & Information Statement 2024

Jul 2, 2024

CLAIRVEST GROUP INC. PROXY ANNUAL MEETING OF SHAREHOLDERS AUGUST 13, 2024

The undersigned common shareholder of CLAIRVEST GROUP INC, (the “Corporation”) hereby appoints Michael Bregman, 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 13[th] day of August, 2024 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 01. John Barnett 02. Michael Bregman 03. Anne-Mette de Place Filippini 04. Joseph E. Fluet III	For Withhold □ □ □ □ □ □ □ □				For 05. G. John Krediet □ 06. William Morneau □ 07. B. Jeffrey Parr □ 08. Kenneth B. Rotman □

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)

2. 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 _____, 2024

Name of Shareholder Signature of Shareholder (Please Print)

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.

2. 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.

3. Properly executed forms of proxy must be deposited prior to 5:00 p.m. on August 9, 2024 or, if the meeting is adjourned, 48 hours (excluding Saturdays and holidays) before any adjourned meeting, with TSX Trust Company Proxy Services P.O. Box 721 Agincourt, Ontario, M1S 0A1 (if by mail) or by fax to TSX Trust Company at 416-595-9593 or by email at proxyvote@tmx.com.

4. 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.