Opsens Inc. — Proxy Solicitation & Information Statement 2021

Dec 16, 2021

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I

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Voting Instruction Form

I/We, being holder(s) of common shares of OpSens Inc. (the “Corporation”), hereby appoint: Mr. Louis Laflamme, President, Chief Executive Officer and Director of the Corporation, or failing him Mr. Robin Villeneuve, Chief Financial Officer and Corporate Secretary, or

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To attend the meeting or to appoint someone to attend on your behalf, please print that name here

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the directions set out below (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the annual general and special meeting of shareholders of the Corporation (the “ Meeting ”) to be held virtually via live webcast available at https://bit.ly/3BcCTbi on Tuesday, January 18, 2022, at 10:00 a.m. (Eastern Standard Time (“EST”)), and any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. Duly appointed proxyholders can attend the Meeting virtually, but will not be able to vote through the webcast. It is strongly recommended to vote by proxy before the Meeting.

Management recommends voting FOR the following resolutions. Please use a black pencil or pen.

1. Election of Directors

	1.Election of Directors
	FORWITHHOLD		FOR	WITHHOLD
1.	Lori Chmura5.	Jean Lavigueur
2.	Gaétan Duplain6.	Louis Laflamme
3.	Denis M. Sirois7.	James Patrick Mackin
4.	Denis Harrington8.	Alan Milinazzo
	2. Appointment of Auditors		FOR	WITHHOLD
	Appointment of Deloitte LLP as the auditor and authorization given to the directors to set its compensation.
	3. New By-laws of the Corporation		FORAGAINST
	Consider and, if deemed advisable, to confirm and ratify by resolution (the text of which is reproduced in
	Schedule “I” in the accompanying management proxy circular (the “Circular”)), the adoption, without any
	amendment, of new by-laws of the Corporation (the full text of which is reproduced in Schedule “II” of the
	Circular), the whole as described in the Circular

Under Canadian securities legislation, you are entitled to receive certain investor documents. If you wish to receive such documents, please check the applicable boxes below. You may also go to the TSX Trust website https://ca.astfinancial.com/financialstatements and input code 2922a.  I would like to receive quarterly financial statements  I would like to receive annual financial statements

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any Voting Instruction Form (VIF) previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted FOR a matter by management’s appointees or, if you appoint another proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

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Signature(s) Date

Please sign exactly as your name(s) appear on this VIF. Please see reverse for instructions. All VIFs must be received by 10:00 a.m. (EST) on Friday, January 14, 2022.

Voting Instruction Form (VIF) – Annual General and Special Meeting of Shareholders of OpSens Inc.to be held on January 18, 2022 (the “Meeting”)

Notes

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 in person, your securities can be voted only by management, as proxyholder 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 in person, 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 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 information 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.

1. If this VIF is not dated, it will be deemed to bear the date on which it is 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, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

1. 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.

2. Your voting instructions will be recorded on receipt of the VIF.

3. 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.

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

5. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

How to Vote

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

INTERNET

TELEPHONE

• Go to www.astvotemyproxy.com Use any touch-tone phone, call toll free in Canada and United States 1-888-489-7352

• Cast your vote online and follow the voice instructions.

• View Meeting documents

To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, DO NOT return this VIF.

• To vote using your smartphone, please scan this QR Code :

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MAIL, FAX or EMAIL

• Complete and return your signed VIF in the envelope provided or send to:

  • TSX Trust Company P.O. Box 721 Agincourt, ON M1S 0A1

• You may alternatively fax your VIF to 1-416-368-2502 or toll free in Canada and United States to 1-866-781-3111 or scan and email to proxyvote@astfinancial.com.

All VIFs must be received by 10:00 a.m. (EST) on Friday, January 14, 2022.