Invesque Inc. — Proxy Solicitation & Information Statement 2024

Nov 1, 2024

PROXY FORM - MEETING OF 7.00% CONVERTIBLE UNSECURED DEBENTUREHOLDERS OF INVESQUE INC. TO BE HELD ON NOVEMBER 26, 2024

Proxy Information

The debentures represented by this Proxy will be voted FOR or AGAINST the items to be considered at the meeting (or any adjournment or postponement thereof) as directed by the debentureholder. This Proxy confers discretionary authority on the proxyholder to vote as the proxyholder wishes on each matter set forth in this Proxy if no choice is specified and in respect of any amendments or variations to the matters identified in the Notice of Meeting or any other matter which may properly come before the meeting (or any adjournment or postponement thereof) in such manner as the proxyholder may determine.

A debentureholder has the right to appoint a person or company to represent him or her at the meeting (or any adjournment or postponement thereof) other than the management representatives designated in this Proxy. Such right may be exercised by filling in the name of the other person in the blank space provided and such other person need not be a debentureholder.

Notes to Proxy form

• This Proxy must be signed by a debentureholder or a debentureholder’s attorney duly authorized in writing. If you are an individual, please sign exactly as your debentures are registered. If the debentureholder is a corporation, a duly authorized officer or attorney of the corporation must sign the Proxy and, if the corporation has a corporate seal, its corporate seal should be affixed.

• Signatories on behalf of a trust or estate or under a power of attorney or similar authority should specify the capacity in which they sign. Documentation may be required evidencing authority.

• If the debentures are held by two or more persons, all those persons should sign this Proxy.

• 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.

• This Proxy should be read in conjunction with the accompanying documentation provided by management.

• If not dated, this Proxy is deemed to bear the date on which it was mailed on behalf of management of Invesque Inc.

• The indenture governing the debentures provides, among other things, that any action which may be taken and all powers that may be exercised by debentureholders at a meeting may also be taken and exercised by an instrument in writing signed by the debentureholders holding not less than 66⅔% of the principal amount of outstanding debentures. Accordingly, if proxies or voting instruction forms are executed in writing by holders of not less than 66⅔% of the principal amount of the Debentures who mark the FOR box prior to the meeting, this proxy will constitute a form of written consent pursuant to Section 13.15 of the indenture and the Debenture Amendments will be approved and Invesque will cancel the Debentureholder Meeting.

Method of Voting

• Complete, sign and date this Proxy.

• Return this Proxy to the proxy tabulation agent, Computershare Investor Services Inc., Proxy Department, 8th Floor 100 University Ave., Toronto, Ontario M5J 2Y1 or by facsimile at 416-263-9524 (International) or toll-free at 1-866-732-8683 (North America), no later than 10:00 a.m. (Eastern Time) on November 22, 2024 and if the meeting is postponed or adjourned, no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of any postponement or adjournment thereof.

Appointment of Proxy Holder

This Proxy is solicited by and on behalf of management of Invesque Inc. (the Corporation).

The undersigned debentureholder of the Corporation hereby appoints Adlai Chester or, failing this person, Quinn Haselhorst , with full power of substitution, or instead of either of them, ____, as proxy of the undersigned, to attend, vote and act for and on behalf of the undersigned at the meeting of holders of 7.00% Convertible Unsecured Subordinated Debentures of the Corporation to be held at 10:00 a.m. (Eastern Time) on November 26, 2024 at 8701 E. 116th Street, Suite 260, Fishers, Indiana 46038, and at any adjournment or postponement of the meeting.

The directors and management recommend debentureholders vote FOR the item below. Where no choice is specified, the proxyholders designated by management intend to vote FOR the item below.

1. Debenture Amendments

FOR AGAINST To consider and, if deemed appropriate, to adopt, with or without amendment, an extraordinary resolution in the form attached as Appendix A to the accompanying management information circular (the “ Circular ”), approving certain amendments to the trust indenture dated December 16, 2016, as amended by a supplemental trust indenture dated November 15, 2021 (collectively, the “ Indenture ”) between the Corporation and Computershare Trust Company of Canada (the “ Debenture Trustee ”), and authorizing the Debenture Trustee to execute a second supplemental trust indenture between the Debenture Trustee and the Corporation giving effect to such amendments, all as more particularly described in the Circular.

To be valid, this proxy must be signed and received by the Corporation’s proxy tabulation agent, Computershare Investor Services Inc., no later than 10:00 a.m. (Eastern Time) on November 22, 2024 and if the meeting is postponed or adjourned, no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of any postponement or adjournment thereof. This proxy supersedes all proxies of earlier dates.

Dated this _ day of _______

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Signature of Debentureholder

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Name of Debentureholder (Please print clearly)

1395-8106-6000

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