Galaxy Digital — Proxy Solicitation & Information Statement 2020

May 27, 2020

==> picture [102 x 87] intentionally omitted <==

Galaxy Digital Holdings Ltd.

(the “Company”)

FORM OF PROXY (“PROXY”)

Annual Meeting June 25, 2020 at 11:00 a.m. (Eastern time) 107 Grand St., Fl 8, New York City, NY 10013-5903, United States and Virtual shareholders’ meeting online at www.web.lumiagm.com/287957567

(the “Meeting”)

RECORD DATE: May 22, 2020 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: June 23, 2020 at 11:00 a.m. (Eastern time)

VOTING METHOD

FILING DEADLINE FOR PROXY: June 23, 2020 at 11:00 a.m. (Eastern time)	FILING DEADLINE FOR PROXY: June 23, 2020 at 11:00 a.m. (Eastern time)
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12 digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 - 100 Adelaide Street West Toronto,Ontario,M5H 4H1

The undersigned hereby appoints Francesca Don Angelo , whom failing Andrew Siegel or failing both of them Michael Novogratz (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors	1. Election of Directors		FOR		WITHHOLD	WITHHOLD	WITHHOLD
	a) Michael Novogratz
	b) Theagenis Iliadis
	c) Nereida Flannery
	d) Bill Koutsouras
	e) Dominic Docherty
2. Appointment of Auditor Appointment ofDavidson & Company LLPas			FOR		WITHHOLD
auditors of the Company for the ensuing year and
authorizing the directors to fix the remuneration to
be paid to the Company’s auditor..

3. Declaration of Non-U.S. Status		YES	NO
For the purpose of determining the aggregate number of votes that U.S. holders
are entitled to cast, the undersigned certifies that:
(i) it is not a U.S. resident; and
(ii) to the extent that it holds shares of the Company for the account or
benefit of any other person, such person is not a U.S. resident.
IF YOU DO NOT HOLD SHARES OF THE COMPANY FOR THE ACCOUNT
OR BENEFIT OF ANY OTHER PERSON, PLEASE ALSO CHECK THE “YES”
BOX IN 3(ii) ABOVE.
IF YOU DO NOT COMPLETE THIS DECLARATION OF NON-U.S. STATUS OR
IF IT IS DETERMINED BY THE DIRECTORS OF THE COMPANY, IN THEIR
ABSOLUTE DISCRETION, THAT YOU INCORRECTLY COMPLETED THIS
DECLARATION (THROUGH INADVERTENCE OR OTHERWISE), IT WILL BE
DEEMED THAT (A) YOU ARE A U.S. RESIDENT OR (B) TO THE EXTENT
THAT YOU HOLD SHARES OF THE COMPANY FOR THE ACCOUNT OR
BENEFIT OF ANY OTHER PERSON, SUCH PERSON IS A U.S. RESIDENT. IF
YOU CHECKED THE “NO” BOX IN 3(ii) ABOVE INDICATING THAT YOU
HOLD SHARES OF THE COMPANY FOR THE ACCOUNT OR BENEFIT OF
ANY OTHER PERSON THAT IS A U.S. RESIDENT, IT IS IMPORTANT THAT
YOU ALSO COMPLETE, SIGN AND MAIL (USING THE RETURN ENVELOPE
PROVIDED TO YOU) THE ADDITIONAL PAPER FORM OF DECLARATION
OF BENEFICIAL OWNERSHIP (THE “BENEFICIAL OWNERSHIP
DECLARATION”) THAT HAS BEEN SENT TO YOU WITH THE MEETING
MATERIALS. IF YOU DO NOT COMPLETE, SIGN AND MAIL THE
BENEFICIAL OWNERSHIP DECLARATION, OR IF IT IS DETERMINED BY
THE DIRECTORS OF THE COMPANY, IN THEIR ABSOLUTE DISCRETION,
THAT YOU INCORRECTLY COMPLETED THE BENEFICIAL OWNERSHIP
DECLARATION (THROUGH INADVERTENCE OR OTHERWISE), IT WILL BE
DEEMED THAT ALL SHARES HELD BY YOU ARE HELD FOR THE
ACCOUNT OR BENEFIT OF A PERSON THAT IS A U.S. RESIDENT. IF YOU
CHECKED THE “YES” BOX IN 3(ii) ABOVE, YOU DO NOT NEED TO
COMPLETE BENEFICIAL OWNERSHIP DECLARATION.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

==> picture [83 x 34] intentionally omitted <==

Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As. Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com. I am currently a security holder of the Company and as such request the following:  [Annual Financial Statements with MD&A ]  [Interim Financial Statements with MD&A ] If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593

1. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

2. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Company.

Galaxy Digital Holdings Ltd. 2020

1. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.

2. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

3. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

4. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.

To register, please visit www.tsxtrust.com/investorinsite

Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

052620_v1