Devonian Health Group Inc — Proxy Solicitation & Information Statement 2025

Feb 19, 2025

DEVONIAN

TMX | TSX Trust

Appointment of Proxyholder

I/We, being holder(s) of Common Shares of Devonian Health Group Inc. (the “Corporation”), hereby appoint Luc Grégoire, President and Chief Executive Officer of the Corporation or instead of him

Print the name of the person you are appointing if this person is someone other than the individual listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below directions (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual General and Special Meeting of Shareholders of the Corporation to be held on Thursday, March 20, 2025 at 10:00 a.m. (Eastern Standard Time), in a virtual format only via live webcast online at https://virtual-meetings.tsxtrust.com/en/1758 (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

To virtually participate, interact, ask questions, or vote at the Meeting, participants will need a control number (see control number set forth on this Proxy for registered shareholders) and the following password: “gsd2025” (case sensitive). If you appoint a proxyholder other than the proxyholder listed above who intends to attend the Meeting virtually then, in addition to returning your proxy by mail, fax, email or Internet to TSX Trust Company (“TSX Trust”), YOU MUST ALSO complete the electronic form available at www.tsxtrust.com/control-number-request by 10:00 a.m. (Eastern Standard Time) on March 18, 2025 to properly register your proxyholder, so that TSX Trust may provide such proxyholder with a 13-digit proxyholder control number via email. Such 13-digit proxyholder control number will differ from the control number set forth on this Proxy. Without a 13-digit proxyholder control number, your proxyholder will not be able to participate, interact, ask questions, or vote at the Meeting, but will be able to attend as a guest.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Please use a dark black pencil or pen.

1. Election of Directors

	POR	AGAINST		POR	AGAINST
1. André P. Boulet	☐	☐	6. David Charles Baker	☐	☐
2. Louis Flamand	☐	☐	7. Kathryn J. Gregory	☐	☐
3. Luc Grégoire	☐	☐	8. Dennis Turpin	☐	☐
4. Jean Forcione	☐	☐
5. Edward Dahl	☐	☐
			POR	WITHHOLD
2. Appointment of the external auditor of the Corporation and to authorize the directors to set its compensation			POR	AGAINST
3. Approval of the Corporation’s Fixed Stock Option Plan			POR	AGAINST
4. Approval of the Corporation’s Shareholder Rights Plan			POR	AGAINST
5. Authorization of an amendment to the Corporation’s articles to consolidate the Corporation’s issued and outstanding common shares			POR	AGAINST

Under Canadian Securities Law, you are entitled to receive certain investor documents. If you wish to receive such material, please mark the applicable boxes below. Please note if you do not mark the appropriate box, you will not receive any documents from the Corporation. You may also go to the TSX Trust website at https://services.tsxtrust.com/financialstatements and input code 1426a.

☐ I would like to receive quarterly financial statements
☐ I would like to receive annual financial statements

I/We hereby 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 FOR a matter by the Corporation’s appointee or, if you appoint another proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted at the Meeting, I/We authorize you to vote as you see fit.

Signature(s)

Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 10:00 a.m. (Eastern Standard Time) on March 18, 2025.

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DEVONIAN

TMX | TSX Trust

Proxy Form – Annual General and Special Meeting of Shareholders of Devonian Health Group Inc. to be held on March 20, 2025 (the “Meeting”)

Notes to Proxy

1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Management Proxy Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together in respect of such security.

All holders should refer to the Management Proxy Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of the Corporation’s management.

All proxies must be received by 10:00 a.m. (Eastern Standard Time) on March 18, 2025.

How to Vote

INTERNET	TELEPHONE
• Go to www.meeting-vote.com
• Cast your vote online
• View Meeting documents	Use any touch-tone phone, call toll free in Canada and United States 1-888-489-7352, an agent will help you vote online.

To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, do not return this proxy.

MAIL, FAX OR EMAIL

• Complete and return your signed proxy in the envelope provided or send to:

TSX Trust Company
P.O. Box 721
Agincourt, Ontario M1S 0A1

You may alternatively fax your proxy to 416-595-9593 or scan and email to proxyvote@tmx.com.

An undated proxy is deemed to bear the date on which it is mailed by Management to you.

If you wish to receive investor documents electronically in the future, please visit www.tsxtrust.com/edelivery to enrol.