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Galaxy Ventures Inc. Proxy Solicitation & Information Statement 2023

Apr 20, 2023

48362_rns_2023-04-20_418c8494-3bd2-4aaa-8203-536b23436c31.pdf

Proxy Solicitation & Information Statement

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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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Voting Instruction Form (“VIF”) - Annual Special Meeting to be held on May 10, 2023

This VIF is solicited by and on behalf of Management.

Notes

  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 VIF. 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 VIF with signing capacity stated.

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

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

5. The securities represented by this VIF will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees listed on the reverse, this VIF will be voted as recommended by Management.

  1. The securities represented by this VIF 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 VIF 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 VIF should be read in conjunction with the accompanying documentation provided by Management.

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VIFs submitted must be received by 10:00am, EDT, on Monday, May 8, 2023.

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

  • To Vote Using the Telephone To Vote Online To Receive Documents Electronically To Virtually Attend the Meeti ~~n~~ g

  • • Call the number listed BELOW from a touch • Go to the following web • You can enroll to receive future securityholder • You can attend the meeting virtually by tone telephone. site: www.investorvote.com communications electronically by visiting visiting the URL provided on the back of

  • 1-866-732-VOTE (8683) Toll Free • Scan the QR code Smartphone? www.investorcentre.com. this document. to vote now.

If you vote by telephone or online, 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. Voting by mail or online 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 VIF. 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 online, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01W5EA

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Appointment of Proxyholder

I/We being holder(s) of securities of Sleep Country Canada Holdings Print the name of the person you are Inc. (the “Company”) hereby appoint: Christine Magee, or failing this OR appointing if this person is someone person, Stewart Schaefer, or failing this person, Craig DePratto (the other than the Management Nominees “Management Nominees”) listed herein.

Note: If completing the appointment box above YOU MUST go to https://www.computershare.com/sleepcountry 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 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 Special Meeting of shareholders of the Company to be held online at https://meetnow.global/MYZVPJP on May 10, 2023 at 10:00am and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against
1. Number of Directors
To set the number of Directors at 8.
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2. Election of Directors
For Withhold For Withhold For Withhold
01. Christine Magee 02. Stewart Schaefer 03. John Cassaday
04. Mandeep Chawla 05. Zabeen Hirji 06. Andrew Moor
07. Stacey Mowbray 08. David Shaw
For Withhold
3. Appointment of Auditors
Appointment of PricewaterhouseCoopers LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fx their remuneration.
For Against
4. Advisory Resolution on Approach to Executive Compensation
Approval of the non-binding advisory resolution on the Company’s approach to executive compensation.
For Against
5. Unallocated Options, Rights or other Entitlements under the Company’s Security-Based Compensation Arrangements
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Approval of Unallocated Options, Rights or other Entitlements under the Company’s Security-Based Compensation Arrangements

Signature of Proxyholder

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, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.

Signature(s) MM /DD /YY
Date

Interim Financial Statements – Mark this box if you Annual Financial Statements – Mark this box if would like to receive Interim Financial Statements and you would NOT like to receive the Annual Financial accompanying Management’s Discussion and Analysis Statements and accompanying Management’s Discussion by mail. and Analysis by mail.

If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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