IOU Financial Inc. — Proxy Solicitation & Information Statement 2023

Aug 16, 2023

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Security Class

Holder Account Number

Voting Instruction Form ("VIF") - Special Meeting to be held on September 12, 2023 at 11:00 a.m., Montreal Time

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote virtually, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

3. If you want to attend the meeting and vote virtually, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting virtually and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the Management Proxy Circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

5. 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 by management to you.

6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

7. Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

8. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

9. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

10. This VIF should be read in conjunction with the Management Proxy Circular and other proxy materials provided by Management.

VIFs submitted must be received by 11:00 a.m., Montreal Time, on September 8, 2023 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Special Meeting is adjourned or postponed). VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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

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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 Virtually Attend the Meeting----- End of picture text -----

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

• Call the number listed BELOW from a touch tone • Go to the following web site: • You can attend the meeting virtually by visiting the telephone. www.investorvote.com URL provided on the back of this document. • Smartphone?

• 1-866-734-VOTE (8683) Toll Free Scan the QR code to vote now.

If you vote by telephone or the Internet, 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 by Internet are the only methods by which a holder may choose an appointee other than the Management appointees 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 the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Appointee(s)

I/We being holder(s) of securities of IOU Financial Inc. (the “Corporation”) hereby appoint: Evan Price, or failing this person, Geneviève Foster (the "Management Nominees")

OR If you wish to attend virtually or appoint someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).

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Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/IOUFinancial 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 appointee to attend, act and to vote at the Special Meeting of the Shareholders of IOU Financial Inc. to be held as a virtual-only meeting conducted by live videoconference at https://web.lumiagm.com/412704157, on September 12, 2023 at 11:00 a.m., Montreal Time and at any adjournment or postponement thereof, with power of substitution and with the powers that I/we could exercise of present, and with authority to vote at the said appointee’s discretion, but with specific instructions as follows (or if no full instructions have been given, as the appointee sees fit) and all other matters that may properly come before the Special Meeting of the Shareholders.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against

1. Arrangement Resolution

To consider and, if deemed advisable, to pass, with or without variation, a special resolution to approve a proposed plan of arrangement involving IOU Financial Inc., on the one hand, and 9494-3677 Québec Inc., a corporation created by a group composed of (i) NB Specialty Finance Fund LP, a fund managed by Neuberger Berman Investment Advisers LLC, (ii) funds managed by Palos Capital, including Palos IOU Inc., and (iii) Fintech Ventures Fund, LLLP, on the other hand, pursuant to Chapter XVI – Division II of the Business Corporations Act (Québec). The full text of such special resolution is set forth in Appendix B to the accompanying management information circular of IOU Financial Inc. dated August 14, 2023.

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Authorized Signature(s) – This section must be completed for your instructions to be executed.

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)

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Date

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