Freshlocal Solutions Inc. — AGM Information 2022

Feb 17, 2022

FRESHLOCAL SOLUTIONS INC.

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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 General and Special Meeting to be held on March 30, 2022

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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder 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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

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

4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

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, and the proxy appoints the Management Nominees listed on the reverse, 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. If you have 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 amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

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

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Proxies submitted must be received by Computershare by 10:00 a.m. (Vancouver time) on March 28, 2022.

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

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To Vote Using the Telephone

To Vote Using the Internet

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

• Go to the following web site: www.investorvote.com

• 1-866-732-VOTE (8683) Toll Free • 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 document.

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

01SUPA

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Appointment of Proxyholder

I/We being holder(s) of securities of Freshlocal Solutions Inc. (the Print the name of the person you are “Company”) hereby appoint: D. Neil McDonnell, Chair, or failing this OR appointing if this person is someone person, Monique Wilberg, a director, or failing this person, Eric Phaneuf, a other than the Management Nominees director (the “Management Nominees”) listed herein.

Note: If you are completing the appointment box above and your appointee intends to attend online, YOU MUST go to http://www.computershare.com/FreshLocal and provide Computershare with the name and email address of your appointee. Computershare will use this information ONLY to provide the appointee with a username to allow registration for, and gain entry to, the online Meeting. Once your appointee has obtained its four-digit user code from Computershare, the appointee MUST go to https://bit.ly/33WOHDh and complete the online registration form with the requested information, i.e. full name (or legal name in the case of a corporation), email address and the four-digit user code provided to it by Computershare. After registering, your appointee will receive a confirmation email sent to the email address it provided in the online registration form with access instructions for the day of the online Meeting. This confirmation email with access instructions will also be sent out the last business day prior to the Meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders (the “ Meeting ”) of the Company to be held in virtual format only via live audio webcast on March 30, 2022 at 10:00 a.m. (Vancouver time) and at any adjournment or postponement thereof. To register for the Meeting and obtain the access instructions, please refer to the instructions in the accompanying Notice of Meeting and management information circular of the Company dated February 11, 2022 (the “ Information Circular ”).

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

									For	Against
1. Number of Directors
To set the number of directors at fve.
2. Election of Directors
	For	Withhold			For	Withhold			For	Withhold
01. Simon Cairns				02. Douglas Harrison				03. D. Neil McDonnell
04. Eric Phaneuf				05. Monique Wilberg
									For	Withhold
3. Appointment of Auditors Appointment of Deloitte LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and authorizing the directors to fx the auditors’
remuneration.
									For	Against
4. Stock Option Plan
To consider and, if deemed appropriate, to	pass	an ordinary resolution to: (i) approve the stock option plan of the				Company		(the “Stock Option Plan”); (ii) authorize the
unallocated stock options under the Stock Option Plan; (iii)			ratify	the grants of previously granted stock options under the former stock option plan of the Company; and
(iv) ratify the grants of stock options made	pursuant to the Stock			Option Plan since April 16, 2021, as more particularly			described in the Information Circular.				Fold

5. Share Unit Plan

To consider and, if deemed appropriate, to pass an ordinary resolution to: (i) approve the share unit plan of the Company (the “Share Unit Plan”); (ii) authorize the unallocated restricted share units (“RSUs”) and performance share units under the Share Unit Plan; and (ii) ratify the grants of RSUs made pursuant to the Share Unit Plan since April 16, 2021, as more particularly described in the Information Circular.

6. Deferred Share Unit Plan

To consider and, if deemed appropriate, to pass an ordinary resolution to: (i) approve the deferred share unit plan of the Company (the “DSU Plan”); and (ii) authorize the unallocated deferred share units under the DSU Plan, as more particularly described in the Information Circular.

Signature of Proxyholder Signature(s) Date 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 MM / DD / YY indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. Interim Financial Reports would like to receive Interim Financial Reports 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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