NFI Group Inc. — Proxy Solicitation & Information Statement 2026

Apr 2, 2026

NFI GROUP

PROXY

Annual and Special Meeting of the Shareholders of

NFI GROUP INC.

to be held on Friday May 8, 2026

Note: If you are appointing a proxyholder to represent you at the virtual meeting other than John Sapp, President and Chief Executive Officer, or failing him, Brian Dewsnup, Chief Financial Officer, or failing him, Colin Robertson, Chair of the Board, YOU MUST deposit your proxy with Computershare Investor Services Inc. (“Computershare”) AND visit https://www.computershare.com/NFIGroup by no later than 11:00 am (Eastern time) on May 6, 2026 to provide Computershare with your proxyholder’s contact information, so that Computershare may provide the proxyholder with an invite code via email after the deadline for depositing proxies. This invite code will allow your proxyholder to log in and vote at the Meeting (as described below). Without an invite code your proxyholder will only be able to log into the virtual meeting as a guest, but will not be able to vote.

This proxy is solicited on behalf of management of NFI Group Inc. (the “Company”). The undersigned holder of common shares of the Company hereby appoints John Sapp, President and Chief Executive Officer, or failing him, Brian Dewsnup, Chief Financial Officer, or failing him, Colin Robertson, Chair of the Board, with full power of substitution, or instead of any of them _____, as proxy of the undersigned, to attend, vote and act for and on behalf of the undersigned at the Annual and Special Meeting of Shareholders of NFI Group Inc. (the “Meeting”) to be held on Friday May 8, 2026 at 11:00 am (Eastern time) at TD South Tower, 79 Wellington St. W, 33rd Floor, Toronto, Ontario and the option to participate virtually, by way of a live webcast at https://meetnow.global/MANNDQ4 and at all adjournments or postponements thereof, upon the following matters:

The directors and management of the Company recommend shareholders vote FOR items 1, 2, 3 and 4. Where no choice is specified, the proxyholders designated by management intend to vote FOR items 1, 2, 3 and 4.

1. Appointment of Auditors		FOR	WITHHOLD
Appointment of Deloitte LLP as auditors and authorizing the board of directors to fix the remuneration of the auditors.		☐	☐
2. Election of Directors		FOR	WITHHOLD
---	---	---	---
The proposed nominees are:
01	Aziz Aghili	☐	☐
02	Daniel Barclay	☐	☐
03	Adam Gray	☐	☐
04	Paulo Cezar da Silva Nunes	☐	☐
05	Anne Marie O’Donovan	☐	☐
06	Colin Robertson	☐	☐
07	Maryse Saint-Laurent	☐	☐
08	John Sapp	☐	☐
09	John Scannell	☐	☐
10	Jannet Walker-Ford	☐	☐
3. Fifth Amended and Restated Shareholder Rights Plan		FOR	AGAINST
---	---	---	---
An ordinary resolution to continue, amend and restate the Fourth Amended and Restated Shareholder Rights Plan Agreement dated May 4, 2023, between the Company and Computershare Investor Services Inc.		☐	☐
4. Approach to Executive Compensation		FOR	AGAINST
---	---	---	---
An advisory resolution on approach to executive compensation.		☐	☐

Dated this __ day of ______, 2026.

To be valid, this proxy must be signed and deposited with Computershare Investor Services Inc. at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6 not later than 11:00 am (Eastern time) on May 6, 2026, or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) before any adjourned or postponed Meeting. This proxy revokes and supersedes all proxies of earlier dates.

Number of Common Shares

Signature of Shareholder

Name of Shareholder (Please PRINT clearly)

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NOTES:

(1) Reference is made to the management information circular dated March 20, 2026 (the “Information Circular”) for further information. This proxy should be read in conjunction with the Information Circular. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Information Circular.

(2) The individuals named in this form of proxy are representatives of management of the Company. You have the right to appoint someone else to represent you at the Meeting or any adjournment or postponement thereof. If you wish to appoint someone else to represent you at the Meeting or any adjournment or postponement thereof, insert that other person’s name in the blank space. The person you appoint to represent you at the Meeting need not be a shareholder of the Company. In addition, if you are appointing a proxyholder to represent you at the virtual meeting, you MUST visit https://www.computershare.com/NFIGroup by no later than 11:00 am (Eastern time) on May 6, 2026 to provide Computershare with your proxyholder’s contact information, so that Computershare may provide the proxyholder with an invite code via email after the deadline for depositing proxies. This invite code will allow your proxyholder to log in and vote at the virtual meeting. Without an invite code your proxyholder will only be able to log in to the virtual meeting as a guest, but will not be able to vote.

(3) If an individual, please sign exactly as your shares are registered.

If the shareholder is a corporation, this proxy must be executed by a duly authorized officer or attorney of the shareholder and, if the corporation has a corporate seal, its corporate seal should be affixed. You may be required to provide documentation evidencing your authorization to sign this proxy.

If shares are registered in the name of an executor, administrator or trustee, please sign exactly as the shares are registered. If the shares are registered in the name of the deceased or other shareholder, the shareholder’s name must be printed in the space provided, the proxy must be signed by the legal representative with his/her name printed below his/her signature and evidence of authority to sign on behalf of the shareholder must be attached to the proxy.

In many cases, shares beneficially owned by a holder (a “Beneficial Owner”) are registered in the name of the securities dealer or broker or other intermediary, or depository (such as CDS Clearing and Depository Services Inc.) Beneficial Owners should, in particular, review the section entitled “Information for Beneficial Owners of Common Shares” in the Information Circular and carefully follow the instructions provided.

All registered owners of shares should refer to the Information Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting or any adjournment or postponement thereof.

(4) The securities represented by this proxy will be voted for or against or withheld from voting, as the case may be, in accordance with your instructions on any poll of a resolution or ballot that may be called for and, if you specify a choice with respect to any matter to be acted upon, the securities will be voted accordingly. In the absence of instructions to the contrary, the shares will be VOTED FOR the above-mentioned items. Management of the Company presently knows of no amendments or variations to the matters identified in the notice of meeting or of other matters which may properly come before the Meeting or any adjournment or postponement thereof. If any such amendments, variations or other matters that are not known should properly come before the Meeting or any adjournment or postponement thereof, the shares will be voted on such matters in accordance with the best judgment of the said proxyholder.

(5) If this proxy is not dated in the space provided, it is deemed to bear the date on which it is mailed by management of the Company. The deadline for the deposit of this proxy may be waived or extended by the Chair of the Meeting at his or her discretion, and the Chair of the Meeting is under no obligation to accept or reject any particular late proxy.