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Element Fleet Management Corp. AGM Information 2021

Apr 6, 2021

46956_rns_2021-04-06_c41105a3-0064-486c-b351-7ff27b62da31.pdf

AGM Information

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ELEMENT FLEET MANAGEMENT CORP.

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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 of Shareholders to be held on May 12, 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 persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). If you do not insert a name in the space provided, Management’s nominees (both of whom are directors of the Corporation) will be appointed to act as your proxyholder.

  1. 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.

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

  3. 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.

  1. 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.

  2. This proxy confers discretionary authority in respect of the matters set forth herein if no choice has been specified and on any amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

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  1. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 4:00 p.m. (Eastern Time) on May 10, 2021.

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 To Virtually Attend the Meeting

  • Go to the following web site:

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

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  • www.investorvote.com

  • Smartphone? Scan the QR code to vote now.

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

01OVEB

Appointment of Proxyholder

I/We, being holder(s) of Common Shares of Element Fleet Management Corp. hereby appoint: David F. Denison, Chair of the Board, or failing him, Jay Forbes, Chief Executive Officer

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 https://www.computershare. com/elementfleet 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 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 Meeting of shareholders of Element Fleet Management Corp. to be held via live audio webcast online at https://web.lumiagm.com/262344144 on Wednesday, May 12, 2021 at 4:00 p.m. (Eastern Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

1. Election of Directors
For Withhold For Withhold For Withhold
01. David F. Denison 02. Virginia Addicott 03. Jay Forbes
04. G. Keith Graham 05. Joan Lamm-Tennant 06. Rubin J. McDougal
07. Andrew Clarke 08. Alexander D. Greene 09. Andrea Rosen
10. Arielle Meloul-Wechsler
For Withhold
2. Re-Appointment of Auditors
The re-appointment of Ernst & Young LLP, as auditors of the Corporation, for the ensuing year and authorizing the board of directors to fx their remuneration.
For Against

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3. Advisory Vote on Executive Compensation

To consider and, if thought advisable, to approve, a non-binding advisory resolution on the Corporation’s approach to executive compensation as set out in the Corporation’s management information circular delivered in advance of its 2020 Annual Meeting.

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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, this Proxy will be voted as recommended by Management.

Signature(s) Date

MM / DD / YY

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