Cogeco Inc - Proxy Solicitation & Information Statement 2020

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December 23, 2020

Alberta Securities Commission Autorité des marchés financiers British Columbia Securities Commission Manitoba Securities Commission New Brunswick Securities Commission Securities Commission of Newfoundland and Labrador Government of the Northwest Territories - Office of the Registrar of Securities Nova Scotia Securities Commission Government of Nunavut, Registrar of Securities Ontario Securities Commission Securities Office, Government of Prince Edward Island Saskatchewan Financial Services Commission Registrar of Securities, Yukon Territory

Object : Cogeco inc. – refiling of the form of proxy

Please note that Cogeco Inc. is hereby refiling its form of proxy for its annual meeting to be held on January 15, 2021, due to typographical errors in the transfer agent Computershare’s form, which were brought to the attention of Cogeco Inc. after the filing made on December 15, 2020. These errors do not have an impact on the substance of the form of proxy.

We trust the whole to be in order and remain,

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Yours truly,

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Annie Miville-Dechêne Senior Legal Counsel and Assistant Secretary

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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 Meeting to be held on January 15, 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).

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.
This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
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.

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.
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.
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 13, 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 site: • You can enroll to receive future securityholder • You can attend the meeting virtually by tone telephone. www.investorvote.com communications electronically by visiting visiting the URL provided on the back of
1-866-732-VOTE (8683) Toll Free • Scan the QR code Smartphone? www.investorcentre.com. 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

01OBXA

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Appointment of Proxyholder

I/We being holder(s) of securities of Cogeco Inc., (the “Corporation”) hereby appoint: Louis Audet, Executive Chair of the Board or, failing him, Philippe Jetté, President and Chief Executive Officer or, failing them, Christian Jolivet, Senior Vice President, Corporate Affairs, Chief Legal Officer and Secretary

Print the name of the person you are OR 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/CogecoInc 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 of Shareholders of the Corporation to be held online at https://web.lumiagm.com/494965290, on Friday, January 15, 2021, at 11:45 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

Fold For Withhold For Withhold For Withhold 2. Board’s approach to Executive Compensation Management and the Board of Directors of the Corporation recommend voting FOR the advisory resolution accepting the Board’s approach to executive compensation. The text of the advisory resolution accepting the Board’s approach to executive compensation is set out on page 17 of the Management Proxy Circular. For For Against Against 01. Louis Audet 04. James C. Cherry 02. Arun Bajaj 05. Patricia Curadeau-Grou 03. Mary-Ann Bell 06. Samih Elhage 07. Philippe Jetté 08. Normand Legault 09. David McAusland	Fold For Withhold For Withhold For Withhold 2. Board’s approach to Executive Compensation Management and the Board of Directors of the Corporation recommend voting FOR the advisory resolution accepting the Board’s approach to executive compensation. The text of the advisory resolution accepting the Board’s approach to executive compensation is set out on page 17 of the Management Proxy Circular. For For Against Against 01. Louis Audet 04. James C. Cherry 02. Arun Bajaj 05. Patricia Curadeau-Grou 03. Mary-Ann Bell 06. Samih Elhage 07. Philippe Jetté 08. Normand Legault 09. David McAusland	Fold For Withhold For Withhold For Withhold 2. Board’s approach to Executive Compensation Management and the Board of Directors of the Corporation recommend voting FOR the advisory resolution accepting the Board’s approach to executive compensation. The text of the advisory resolution accepting the Board’s approach to executive compensation is set out on page 17 of the Management Proxy Circular. For For Against Against 01. Louis Audet 04. James C. Cherry 02. Arun Bajaj 05. Patricia Curadeau-Grou 03. Mary-Ann Bell 06. Samih Elhage 07. Philippe Jetté 08. Normand Legault 09. David McAusland	Fold For Withhold For Withhold For Withhold 2. Board’s approach to Executive Compensation Management and the Board of Directors of the Corporation recommend voting FOR the advisory resolution accepting the Board’s approach to executive compensation. The text of the advisory resolution accepting the Board’s approach to executive compensation is set out on page 17 of the Management Proxy Circular. For For Against Against 01. Louis Audet 04. James C. Cherry 02. Arun Bajaj 05. Patricia Curadeau-Grou 03. Mary-Ann Bell 06. Samih Elhage 07. Philippe Jetté 08. Normand Legault 09. David McAusland



		For Again
2. Board’s approach to Executive Compensation Management and the Board of Directors of the Corporation recommend voting FOR the The text of the advisory resolution accepting the Board’s approach to executive compen
	advisory resolution accepting the Board’s approach to	executive compensation.

	sation is set out on page 17 of the Management Proxy	Circular.

			For Again
3. Shareholder Proposal 1 Management and the Board of Directors of the Corporation recommend voting AGAINST shareholder proposal 1. 4. Shareholder Proposal 2 Management and the Board of Directors of the Corporation recommend voting AGAINST shareholder proposal 2. 5. Shareholder Proposal 3 Management and the Board of Directors of the Corporation recommend voting AGAINST shareholder proposal 3. The text of each of the shareholder proposals is set out in Schedule “A” to the Management Proxy Circular.			Fold For Withhold DD/ MM /YY . Date

6. Appointment of Auditors Appoint Deloitte LLP, Chartered Accountants, as auditors and authorize the Board of Directors to fx their remuneration.

	ectors to fx their remuneration
	.
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. Signature(s)
	Signature(s)		Date
	eby s are ill

			DD/ MM /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 Inc. on the www.sedar.com and www.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 2021 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.

Annual Financial Statements – Mark this box Information Circular – Mark this box if you would if you would like to receive the Annual Financial like to receive the Information Circular by mail for Statements and accompanying Management’s next securityholders meeting. Discussion and Analysis by mail.

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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AI assistant

Cogeco Inc Proxy Solicitation & Information Statement 2020

42892_rns_2020-12-23_9c2cf0f0-b2a4-43cd-975a-ecef1388e6ce.pdf

Security Class

Holder Account Number

Form of Proxy - Annual Meeting to be held on January 15, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

Proxies submitted must be received by 5:00 pm, Eastern Time, on January 13, 2021.

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

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

CONTROL NUMBER

Appointment of Proxyholder

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

AI assistant

Cogeco Inc — Proxy Solicitation & Information Statement 2020

42892_rns_2020-12-23_9c2cf0f0-b2a4-43cd-975a-ecef1388e6ce.pdf

Security Class

Holder Account Number

Form of Proxy - Annual Meeting to be held on January 15, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

Proxies submitted must be received by 5:00 pm, Eastern Time, on January 13, 2021.

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

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

CONTROL NUMBER

Appointment of Proxyholder

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

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Cogeco Inc Proxy Solicitation & Information Statement 2020