Peyto Exploration and Development Corp. — Proxy Solicitation & Information Statement 2020

Apr 7, 2020

PEYTO
Employer's Guide
Computershare
8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual and Special Meeting to be held on Thursday, May 7, 2020

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. 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 (see reverse).
2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.
3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
5. The securities 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 as recommended by Management.
6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Poxies submitted must be received by 3:00 pm, Mountain Time, on Tuesday, May 5, 2020

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

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

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

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 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 vote this proxy.

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

CONTROL NUMBER

01KFEA

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Appointment of Proxyholder

I/We being holder(s) of common shares of Peyto Exploration & Development Corp. (the "Corporation") hereby appoint(s): Darren Gee, President, Chief Executive Officer and a director of the Corporation, or failing him, Kathy Turgeon, Vice President, Finance, Chief Financial Officer and a director of the Corporation

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting (the "Meeting") of shareholders of the Corporation to be held at 600 - 3rd Avenue SW, Suite 300, 15 Level, Calgary, AB, T2P 0G5 on Thursday, May 7, 2020 at 3:00 pm (Mountain Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY NUOBLIGHTED TEXT OVER THE BOXES.

	For	Against
1. Number of Directors
Fixing the number of directors to be elected at the Meeting at seven (7).	☐	☐

1. Election of Directors

	For	Withhold		For	Withhold		For	Withhold
01. Donald Gray	☐	☐	02. Michael MacBean	☐	☐	03. Brian Davis	☐	☐
04. Darren Gee	☐	☐	05. Gregory Fletcher	☐	☐	06. John W. Rossall	☐	☐
07. Kathy Turgeon	☐	☐
	For	Withhold
---	---	---
3. Appointment of Auditors
Appointing Deloitte LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year and authorizing of the directors to fix their remuneration as such.	☐	☐
	For	Against
---	---	---
4. Executive Compensation
Approving a non-binding advisory resolution to accept the Corporation's approach to executive compensation.	☐	☐
	For	Against
---	---	---
5. Directors' Deferred Share Unit Plan
Approving an ordinary resolution to ratify and approve the directors' deferred share unit plan of the Corporation.	☐	☐

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At the discretion of the said proxyholder, upon any amendment or variation of the above matters or any other matter that may be properly brought before the Meeting or any adjournment thereof, in such manner as such proxyholder, in such proxyholder's sole judgment, may determine.

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 Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Date

MM / DD / YY

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 Financial Statements – Mark this box if you would NOT like to receive the Annual Financial Statements 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.

P J P Q

293904

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01KFFB