Empire Company Limited — Proxy Solicitation & Information Statement 2021

Jul 23, 2021

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NON-VOTING CLASS A SHAREHOLDER’S PROXY

THIS PROXY IS SOLICITED BY MANAGEMENT OF EMPIRE COMPANY LIMITED (the “Company”) for the Annual General Meeting of Shareholders of the Company to be held on the 9[th] day of September, 2021 and any adjournment thereof.

The undersigned Non-Voting Class A Shareholder of Empire Company Limited hereby appoints James M. Dickson, Chair, or failing him Michael Medline, President & Chief Executive Officer, or failing him

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as Proxy of the undersigned to attend, act and vote for and on behalf of the undersigned at the Annual General Meeting of Shareholders of the Company to be held on the 9[th] day of September, 2021 and at any adjournment thereof. The undersigned hereby revokes any proxy previously given and, without limiting the general authorization and power hereby given, the persons above named are specifically directed to vote the Non-Voting Class A shares of the Company registered in the name of the undersigned as follows:

For  Vote for or against the advisory resolution on the Company’s approach to executive compensation as set out in the Information Circular of the Against  Company.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED OR WITHHELD FROM VOTING IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREON. IF NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS IDENTIFIED ABOVE, THE PROXY WILL BE VOTED IN FAVOUR OF SUCH MATTERS.

Under Canadian Securities Law, you are entitled to receive certain investor documents. If you wish to receive or cease receiving such material, please tick the applicable boxes below. You may also go to our website https://ca.astfinancial.com/InvestorServices/Financial-Statements?lang=en and input code 1639B.

 I would like to receive quarterly financial statements

 I do not want to receive annual financial statements

WITNESS my hand this _________ day of ____________________, 2021

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Name of Shareholder

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(Signature of Shareholder)

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions.

NOTES:

• 1) EACH NON-VOTING CLASS A SHAREHOLDER HAS THE RIGHT TO APPOINT ANY PERSON TO ATTEND AND ACT ON HIS/HER BEHALF AT THE MEETING OTHER THAN THE PERSONS DESIGNATED ON THIS FORM OF PROXY. TO EXERCISE THIS RIGHT, THE NON-VOTING CLASS A SHAREHOLDER MAY INSERT THE NAME OF THE DESIRED PERSON IN THE BLANK SPACE PROVIDED IN THE PROXY AND STRIKE OUT THE OTHER NAMES OR MAY SUBMIT ANOTHER APPROPRIATE PROXY.

• 1. If this form of Proxy is to be utilized, it must be dated and signed by the Shareholder or his attorney authorized in writing, or if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. If the Shareholder is an individual, the Shareholder must sign exactly as his/her name appears on this proxy. If the securities are registered in the name of more than one owner (for example, joint owners, trustees, executors), then all registered owners should sign this form.

All holders should refer to the Information Circular for further information regarding completion and use of this proxy and other information pertaining to the Annual General Meeting of Shareholders of the Company.

How to Vote in Advance

INTERNET TELEPHONE Go to https://astvotemyproxy.com Use any touch-tone phone, call toll free in Canada and Cast your vote online United States 1-888-489-7352 and follow the voice View Meeting documents instructions. To vote using your smartphone, please scan this QR Code 

To vote by telephone or Internet 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:

AST Trust Company (Canada) Proxy Department P.O. Box 721 Agincourt, ON M1S 0A1

You may alternatively fax your proxy to 1-416-368-2502 or toll free in Canada and United States to 1-866-7813111 or scan and email to proxyvote@astfinancial.com.

An undated proxy is deemed to be dated on the day it was received by AST Trust Company (Canada).

All proxies must be received by September 7, 2021, 11:00 a.m. (AT).