Computer Modelling Group Ltd. — AGM Information 2020

Jun 5, 2020

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Mr A Sample Designation (if any) Add1 Add2 add3 add4 add5 add6

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class 123 Holder Account Number

C1234567890 IND

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Form of Proxy - Virtual Annual General Meeting to be held on Thursday, July 16, 2020

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

Notes to proxy

1. Every holder has the right to appoint a proxyholder and one or more alternate proxyholders of their choice, who need not be holder(s), to attend virtually and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint person(s) or company other than the persons whose names are printed herein, please insert the name(s) of your chosen proxyholder(s) 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 must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

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

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

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, 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 and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. The persons named in the enclosed proxy will have discretionary authority with respect to any amendments or variations of the matters of business to be acted on at the meeting or any other matters properly brought before the meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the meeting is routine and whether or not the amendment, variation or other matter that comes before the meeting is contested.

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 10:00 am, Mountain Time, on Tuesday, July 14, 2020

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.

• 1-866-732-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 proxy.

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 123456789012345

CPUQC01.E.INT/000001/i1234

01M8YB

MR SAM SAMPLE

C1234567890

XXX 123

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Appointment of Proxyholder

I/We being holder(s) (the “Shareholder”) of common shares

(“Common Shares”) of Computer Modelling Group Ltd. (the

“Corporation”) hereby appoint(s): Ryan N. Schneider, President and Chief Executive Officer and a Director of the Corporation, or failing him, Sandra Balic, Vice President, Finance and Chief Financial Officer of the Corporation.

Print the name of the person(s) you are appointing if this person(s) is someone OR other than the Management Nominees listed herein.

Note: If completing the appointment box above YOU MUST go to https:// www.computershare.com/BVDQ 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 virtually, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of Computer Modelling Group Ltd. to be held online at https://web.lumiagm.com/232403780, on July 16, 2020 at 10:00 am, Mountain Time and at any adjournment thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

						For	Against
1. Number of Directors								Fold
Fixing the number of directors to be elected at the meeting ateight (8), as set forth in the accompanying Information			Circular.
2. Election of Directors
For Withhold		For	Withhold			For	Withhold
01. Judith J. Athaide 02. Kenneth M. Dedeluk				03. Christopher L. Fong
04. Patrick R. Jamieson 05. Peter H. Kinash				06. Mark R. Miller
07. Ryan N. Schneider 08. John B. Zaozirny
						For	Withhold
3. Appointment of Auditors
The appointment ofKPMG LLP, Chartered Professional Accountants, as auditors of the Corporation for the		ensuing	year and authorizing the directors to fx their
remuneration.
						For	Against
4. Stock Option Plan
Consider and, if deemed advisable, approve an ordinary resolution approving the amendments to the Amended and Restated Stock Option Plan (2020) of					the
Corporation and authorizing and approving all unallocated stock options issuable pursuant to the plan until July 16, 2023; and
						For	Against	Fold
5. Performance Share Unit and Restricted Share Unit Plan
Consider and, if deemed advisable, approve an ordinary resolution approving the amendments to the Amended and Restated Performance Share Unit and Restricted
Share Unit Plan (2020) of the Corporation and authorizing and approving all unallocated awards issuable pursuant to			the plan until July 16, 2023.
Upon any amendment to or variation of the above matters or on any other matter properly brought before	the Meeting or any		adjournment or postponement thereof, the
proxyholder will have the discretion to act in such a manner as such proxyholder, in such proxyholders’ sole discretion, may determine.
Authorized Signature(s) – This section must be completed for your Signature(s)					Date
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, this Proxy will be voted as recommended by Management, or in a					MM /DD /YY
discretionary manner if it is given to another proxyholder.
Interim Financial Statements– Mark this box if you Annual Financial Statements –Mark this box if
would like to receive Interim Financial Statements and you would NOT like to receive the Annual Financial
accompanying Management’s Discussion and Analysis Statements and accompanying Management’s Discussion
by mail. 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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