Cogeco Communications Inc. — Proxy Solicitation & Information Statement 2024

Dec 13, 2024

COGECO COMMUNICATIONS

Computershare
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 Meeting to be held on January 14, 2025

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 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.

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Proxies submitted must be received by 5:00 pm, Eastern Time, on January 10, 2025.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.
  1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

To Receive Documents Electronically

• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

To Virtually Attend the Meeting

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

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

021NWA

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Appointment of Proxyholder

I/We being holder(s) of securities of Cogeco Communications Inc., (the "Corporation") hereby appoint: Louis Audet, Board Chair or, failing him, Frédéric Perron, President and Chief Executive Officer or, failing them, Paul Cowling, Chief Legal and Corporate Affairs Officer and Secretary

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/CogecoComm 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 Meeting to be held online at https://my.400.lumiconnect.com/r/participant/live-meeting/400-608-173-827, on Tuesday, January 14, 2025, at 11:30 in the morning (Montréal Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

	For	Against		For	Against		For	Against
01. Colleen Abdoulah	☐	☐	02. Louis Audet	☐	☐	03. Arun Bajaj	☐	☐
04. Mary-Ann Bell	☐	☐	05. James C. Cherry	☐	☐	06. Pippa Dunn	☐	☐
07. Joanne Ferstman	☐	☐	08. Normand Legault	☐	☐	09. Bernard Lord	☐	☐
10. Frédéric Perron	☐	☐

For Withhold

2. Appointment of Auditors

The Board of Directors of the Corporation and Management recommend voting FOR the appointment of Deloitte LLP, Chartered Accountants, as auditors and the authorization to the Directors to fix their remuneration.

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3. Board's approach to Executive Compensation

The Board of Directors of the Corporation and Management recommend voting FOR the advisory resolution accepting the Board's approach to executive compensation.

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The text of the advisory resolution accepting the Board's approach to executive compensation is set out on page 19 of the Information Circular.

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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 indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Signature(s)

Date

MM/DD/YY

You have access to the Quarterly and Annual Financial Statements and Management's Discussion and Analysis (respectively the Quarterly Reports and the Annual Report) of Cogeco Communications Inc. on the www.sedarplus.ca and https://corpo.cogeco.com websites. Unless you tell us that you want to receive them by mail by checking the appropriate box below and returning this form, we will assume that you DO NOT WISH to receive the Quarterly Reports and Annual Report in 2025 and we thank you for helping us in reducing the costs and protecting the environment accordingly. As a reminder you can enroll to receive future securityholder communications electronically as described on the reverse side.

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management's Discussion and Analysis by mail.

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Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.

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Information Circular – Mark this box if you would like to receive the Information Circular by mail for next securityholders meeting.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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