IBEX TECHNOLOGIES INC. — Proxy Solicitation & Information Statement 2024

Feb 23, 2024

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IBXQ 000001

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA

Security Class COMMON SHARES Holder Account Number

C9999999999 IND

Form of Proxy - Annual and Special Meeting to be held on April 3, 2024

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.

6. 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.

7. 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.

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

Proxies submitted must be received by 5:00 pm, Eastern time on April 1, 2024.

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

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To Vote Using the Telephone
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To Vote Using the Internet
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To Receive Documents Electronically
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• Call the number listed BELOW from a touch tone • Go to the following web site: • You can enroll to receive future securityholder telephone. www.investorvote.com communications electronically by visiting www.investorcentre.com.

• Smartphone?

• 1-866-732-VOTE (8683) Toll Free Scan the QR code to vote now.

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 23456 78901 23456

IBXQ_PRX_360996/000001/000001/i

C9999999999 C9999999999 C9999999999

SAM SAMPLE

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IND C02

Appointment of Proxyholder

I/We being holder(s) of securities of IBEX Technologies Inc. (the “Corporation”) hereby appoint: Paul Baehr, or failing this person, Vincent Maltais (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

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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 and Special Meeting of shareholders of the Corporation to be held at 800, rue du Square-Victoria, Suite 3500, Montréal, Québec, H3C 0B4 on Wednesday, April 3, 2024 at 10:00 am, (Eastern time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

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1. Election of Directors
01. Paul Baehr
04. Robert J. DeLuccia
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For Against For Against For Against
01. Paul Baehr 02. Christine Charette 03. Bruce Connop
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04. Robert J. DeLuccia 05. Danilo Netto 06. Joseph Zimmermann
For Withhold
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2. Appointment of Auditors

The appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the auditor of the Corporation and authorizing the Board of Directors of the Corporation to set its remuneration.

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For Against

3. Going-Private Amalgamation

A special resolution in the form annexed as Schedule A to the Management Proxy Circular of the Corporation approving the amalgamation under the Canada Business Corporations Act of the Corporation and 15720273 Canada Inc. (the “ Buyer ”), substantially upon the terms and conditions set out in the amalgamation agreement to be entered into between the Corporation and the Buyer, a copy of which is annexed as Schedule B to the said Management Proxy Circular.

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Signature of Proxyholder

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 indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Signature(s)

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Date
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Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would Information Circular - Mark this box if you would like to like to receive Interim Financial Statements and NOT like to receive the Annual Financial Statements and receive the Information Circular by mail for the next accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by securityholders’ meeting. mail. mail.

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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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I B X Q

3 6 0 9 9 6

1 A P I Z

A R 2

9 9 9 9 9

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IBXQ 000002

SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X AUSTRALIA

Security Class COMMON SHARES

Holder Account Number

C9999999999 IND

Form of Proxy - Annual and Special Meeting to be held on April 3, 2024

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.

6. 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.

7. 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.

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

Proxies submitted must be received by 5:00 pm, Eastern time on April 1, 2024.

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

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

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

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----- Start of picture text -----

To Receive Documents Electronically
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• Call the number listed BELOW from a touch tone • Go to the following web site: • You can enroll to receive future securityholder telephone. www.investorvote.com communications electronically by visiting www.investorcentre.com.

• Smartphone?

• 312-588-4290 Direct Dial Scan the QR code to vote now.

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 23456 78901 23456

IBXQ_PRX_360996/000002/000002/i

C9999999999 C9999999999 C9999999999

SAM SAMPLE

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IND C02

Appointment of Proxyholder

I/We being holder(s) of securities of IBEX Technologies Inc. (the “Corporation”) hereby appoint: Paul Baehr, or failing this person, Vincent Maltais (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

==> picture [148 x 30] intentionally omitted <==

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 and Special Meeting of shareholders of the Corporation to be held at 800, rue du Square-Victoria, Suite 3500, Montréal, Québec, H3C 0B4 on Wednesday, April 3, 2024 at 10:00 am, (Eastern time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

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==> picture [81 x 68] intentionally omitted <==

----- Start of picture text -----

1. Election of Directors
01. Paul Baehr
04. Robert J. DeLuccia
----- End of picture text -----

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----- Start of picture text -----

For Against For Against For Against
01. Paul Baehr 02. Christine Charette 03. Bruce Connop
-------
Fold
04. Robert J. DeLuccia 05. Danilo Netto 06. Joseph Zimmermann
For Withhold
----- End of picture text -----

2. Appointment of Auditors

The appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the auditor of the Corporation and authorizing the Board of Directors of the Corporation to set its remuneration.

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For Against

3. Going-Private Amalgamation

A special resolution in the form annexed as Schedule A to the Management Proxy Circular of the Corporation approving the amalgamation under the Canada Business Corporations Act of the Corporation and 15720273 Canada Inc. (the “ Buyer ”), substantially upon the terms and conditions set out in the amalgamation agreement to be entered into between the Corporation and the Buyer, a copy of which is annexed as Schedule B to the said Management Proxy Circular.

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Signature of Proxyholder

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 indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

Signature(s)

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Date
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Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would Information Circular - Mark this box if you would like to like to receive Interim Financial Statements and NOT like to receive the Annual Financial Statements and receive the Information Circular by mail for the next accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by securityholders’ meeting. mail. mail.

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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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I B X Q

3 6 0 9 9 6

1 A P I Z

A R 2

9 9 9 9 9