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First Growth Funds Limited Proxy Solicitation & Information Statement 2020

Aug 21, 2020

47867_rns_2020-08-21_1a37a09a-1444-4c15-a19b-4b5ca1871b08.pdf

Proxy Solicitation & Information Statement

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Security Class

Holder Account Number

Voting Instruction Form ("VIF") - Special Meeting to be held on Thursday, September 17, 2020

This VIF is solicited by and on behalf of Management.

Notes to VIF

  1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above.

  2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

  3. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

  4. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you.

  5. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

  6. Your voting instructions will be recorded on receipt of the VIF.

  7. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

  8. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

  9. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by 5:00 pm, Calgary time, on Tuesday, September 15, 2020

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

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----- Start of picture text ----- To Vote Using the Telephone----- End of picture text -----

  • Call the number listed BELOW from a touch tone telephone.

  • 1-866-732-VOTE (8683) Toll Free

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----- Start of picture text ----- To Vote Using the Internet----- End of picture text -----

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

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. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Appointment of Proxyholder

Solium Capital ULC

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In the matter of the common shares proxy solicited by management for the Special Meeting of Shareholders (the " Meeting ") of Calfrac Well Services Ltd. to be held in the McMurray Room at the Calgary Petroleum Club, 319 - 5th Avenue SW, Calgary, AB on Thursday, September 17, 2020 at 2:00 pm, Calgary time, I hereby direct Solium Capital ULC (" Solium ") to execute a proxy on my behalf in respect of the common shares credited to my account. I further direct Solium to appoint Lindsay R. Link , or failing him, Michael D. Olinek , or failing him, Mark Paslawski to vote as follows:

Paslawskito vote as follows:
VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT OVER THE BOXES.
1.Continuance Resolution For Against
To consider and, if deemed advisable, to pass, with or without variation, a special resolution (the "Continuance Resolution") approving the
continuance of Calfrac into the federal jurisdiction of Canada under the_Canada Business Corporations Act_(the "Continuance"), the full text of
which resolution is set forth in Appendix "B" to the Circular, and as more particularly described in the accompanying management information
circular dated August 17, 2020 (the "Circular").
2.Shareholders' Arrangement Resolution For Against -------Fold
To consider and, if deemed advisable, to pass, with or without variation, a special resolution (the "Shareholders' Arrangement Resolution"), the
full text of which is set out in Appendix "B" to the accompanying Circular, approving an arrangement (the "Arrangement") pursuant to Section 192
of the CBCA, which Arrangement is more particularly described in the Circular.
3.Shareholders' TSX Note Exchange Resolution For Against
To consider and, if deemed advisable, to pass, with or without variation, a resolution (the "Shareholders' TSX Note Exchange Resolution"), the
full text of which is set out in Appendix "B" to the accompanying Circular, approving the issuance of New Common Shares pursuant to the Senior
Unsecured Note Exchange where the number of shares issuable to Insiders of the Company as a group exceeds 10% of the then issued and
outstanding Common Shares, as more particularly described in the Circular.
4.Shareholders' TSX 1.5 Lien Notes Resolution For Against
To consider and, if deemed advisable, to pass, with or without variation, a resolution (the "Shareholders' TSX 1.5 Lien Notes Resolution"), the
full text of which is set out in Appendix "B" to the accompanying Circular, approving the issuance of the New 1.5 Lien Notes: (a) at a conversion
price that exceeds the maximum discount permitted by the TSX and which could result in dilution of in excess of 25% of the then issued and
outstanding Common Shares; (b) that could, upon conversion of the New 1.5 Lien Notes, materially affect control of the Company; and (c) where
the number of shares issuable to Insiders of the Company as a group, upon conversion of the New 1.5 Lien Notes, exceeds 10% of the then issued
and outstanding Common Shares, as more particularly described in the Circular.
5.Shareholders' TSX Omnibus Incentive Plan Resolution For Against
To consider and, if deemed advisable, to pass, with or without variation, a resolution (the "Shareholders' TSX Omnibus Incentive Plan
Resolution"), the full text of which is set out in Appendix "B" to the accompanying Circular, approving the adoption of the Omnibus Incentive Plan,
as more particularly described in the Circular.
6.Shareholders' TSX Shareholder Rights Plan Resolution For Against -------Fold
To consider and, if deemed advisable, to pass, with or without variation, a resolution (the "Shareholders' TSX Shareholder Rights Plan
Resolution"), the full text of which is set out in Appendix "B" to the accompanying Circular, approving the adoption of the Shareholder Rights Plan,
as more particularly described in the Circular.
To transact such other business as may properly come before the Shareholders' Meeting or any adjournment or adjournments thereof.
Authorized Signature(s) - This section must be completed for yourSignature(s)Date

Authorized Signature(s) - This section must be completed for your instructions to be executed.

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I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted as recommended by Management.

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