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Paramount Resources Ltd. Proxy Solicitation & Information Statement 2023

Mar 30, 2023

43230_rns_2023-03-30_5e2090f6-c6f3-4287-a5cb-d933f706a929.pdf

Proxy Solicitation & Information Statement

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iAA

Financial Group

Computershare

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

Telephone 1-877-684-5000

Facsimile 416-263-9524

1-866-249-7775

[email protected]

Security Class

Holder Account Number

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Proxy Form for Common Shareholders - 2023 Annual Meeting of Common Shareholders of iA Financial Corporation Inc. to be held on Wednesday, May 10, 2023, at 2:00 p.m.

Notes to the Proxy Form

  1. Every common shareholder has the right to appoint a person other than the management nominees designated overleaf to attend and act on his/her behalf at the 2023 annual meeting of common shareholders of iA Financial Corporation Inc. (the "Annual Meeting"). This right may be exercised by writing the name of the person to be appointed in the space provided. The proxyholder is not required to be a common shareholder of iA Financial Corporation Inc. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse and return your proxy by mail or vote by Internet at www.investorvote.com. In addition, YOU MUST go to http://www.computershare.com/IA2023 no later than 5:00 p.m. on the second business day preceding the day of the Annual Meeting or any adjournment thereof, and provide Computershare with the required information for your chosen proxyholder so that Computershare may provide the proxyholder with a Control Number via email. This Control Number will allow your proxyholder to log in to and vote at the Annual Meeting. Without a Control Number your proxyholder will only be able to log in to the Annual Meeting as a guest and will not be able to vote.
  2. To be valid, this proxy, which is solicited on behalf of Management, must be signed by the common shareholder, or the shareholder's representative duly appointed in writing, and returned within the prescribed period. All matters being considered at the Annual Meeting are more fully described in the accompanying Management Information Circular dated March 14, 2023 (the "Information Circular") to which common shareholders should refer.
  3. If the common shares are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered must sign this form. If you are voting on behalf of a corporation or another person, we may require documentation showing that you are duly appointed to vote and sign this proxy form on behalf of the above holder(s).
  4. If the proxy is not dated, it will be deemed to bear the date on which it is mailed to the holder.
  5. The common shares 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, this proxy will be voted in conformity with Management's recommendations if the proxy is given to Management, or in a discretionary manner if it is given to any other proxyholder. This proxy confers discretionary authority with respect to amendments or variations to the matters specified in the Information Circular or other matters which may properly come before the Annual Meeting.

Proxies must be delivered as described in the Information Circular to:

Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1.

To be valid, proxies must be signed and received by 5:00 p.m., Eastern Daylight Time, on Monday, May 8, 2023.

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

To Vote Using the Telephone

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

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

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To Receive Documents Electronically

  • You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

To Virtually Attend the Meeting

  • You can attend the meeting virtually by visiting the URL provided on the back of this proxy.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for common shares held in the name of a corporation or common shares being voted on behalf of another person.

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 provide your voting instructions.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

iA Financial Group is a business name and trademark of iA Financial Corporation Inc.


This Proxy Form is solicited by and on behalf of Management

Appointment of Proxyholder

I/We, the undersigned, common shareholder(s) of iA Financial Corporation Inc., hereby appoint Jacques Martin, Chair of the Board or, failing him, Denis Ricard, President and Chief Executive Officer

-OR-

(Print the name of the person you are appointing if this person is someone other than one of the people mentioned opposite.)

Note: If completing the appointment box above and your appointee intends on attending the online Annual Meeting YOU MUST go to https://www.computershare.com/IA2023 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 Annual Meeting

as my/our proxyholder to attend, act and vote on my/our behalf, with full power of substitution, at the 2023 annual meeting of common shareholders of iA Financial Corporation Inc. to be held in a virtual form only at https://www.icastpro.ca/eia230510 (password iA2023) on Wednesday, May 10, 2023 at 2:00 p.m., and at any adjournment thereof.

The Board of Directors and Management recommend that common shareholders vote FOR proposals Nos. 1, 2 and 3 below:

  1. Election of Directors - The nominees listed in the accompanying Information Circular, being:
For Withhold For Withhold For Withhold For Withhold
01. William F. Chinery 05. Ginette Maillé 09. Marc Poulin 13. Rebecca Schechter
02. Benoit Daignault 06. Jacques Martin 10. Suzanne Rancourt 14. Ludwig W. Willisch
03. Nicolas Darveau-Garneau 07. Monique Mercier 11. Denis Ricard
04. Emma K. Griffin 08. Danielle G. Morin 12. Ouma Sananikone
For Withhold
2. Appointment of the External Auditor - Appointment of Deloitte LLP For
3. Advisory Resolution to accept the approach adopted by iA Financial Corporation Inc. concerning executive compensation as disclosed in the Information Circular

The Board of Directors and Management recommend that common shareholders vote AGAINST proposals nos. 4, 5 and 6 below (shareholder proposals set forth in Schedule B to the Information Circular):

For Against For Against
4. Shareholder proposal No. 1 : 6. Shareholder proposal No. 3 :
5. Shareholder proposal No. 2 :

The proxyholder may at his/her discretion vote upon any other matter which may be properly brought before the Annual Meeting or at any adjournment thereof.

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 proxy previously given with respect to the Annual Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management, or in a discretionary manner if it is given to any other proxyholder.

Signature(s) Date

Interim Financial Statements

Mark this box if you would like to receive interim financial statements and accompanying Management's Discussion and Analysis by mail.

Annual Report

Mark this box if you would like to receive the Annual Report and accompanying Management's Discussion and Analysis by mail.

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.

IAGQ

349236

AR1

01WCYA