PlasCred Circular Innovations Inc. — Proxy Solicitation & Information Statement 2022

Jun 23, 2022

COVER TECHNOLOGIES INC.

Security Class : Common Shares

FORM OF PROXY

Annual General & Special Meeting to be held on Thursday, July 14th, 2022

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

Notes to proxy

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.

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.

This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution overleaf. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

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.

This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 am, Pacific Daylight Time, on Tuesday, July 12th, 2022, or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.

	holidays excepted) before the time of the adjourned or postponed meeting.	holidays excepted) before the time of the adjourned or postponed meeting.
	VOTING METHODS
	MAIL or HAND DELIVERY	Endeavor Trust Corporation702 – 777 Hornby StreetVancouver, BC V6Z 1S4
	FACSIMILE – 24 Hours a Day	604-559-8908
	EMAIL	proxy@transferagent.ca
	ONLINE	As listed on Form of Proxy or Voter Information Card

If you vote by FAX, EMAIL or On-Line, 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, fax or by email 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.

COVER TECHNOLOGIES INC.

Appointment of Proxyholder

I/We, being holder(s) of COVER Print the name of the person you are TECHNOLOGIES INC. hereby appoint: OR appointing if this person is someone other Dorian Banks, CEO, or, failing him, than the Management Nominee listed Drew Brass, Director 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 General & Special Meeting of shareholders of COVER TECHNOLOGIES INC. to be held virtually and at Suite 810, 789 West Pender Street, Vancouver, British Columbia, V6C 1H2 , on Thursday, July 14th, 2022 at 10:00 am, Pacific Daylight Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Number of Directors

1. Number of Directors For Against The number of Directors shall be set to 3 (three); □ □ 2. Election of Directors For Withheld i) Dorian Banks □ □ ii) Drew Brass □ □ iii) Frank Vlastelic □ □

3. Appointment of Auditor

To appoint DMCL LLP, Chartered Accountants as auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration;

For Withheld □ □

4. Ratifying the Rolling Stock Option Plan

To consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution approving the Company’s 20% rolling stock option plan (the “Option Plan”), as more particularly described in the accompanying information circular (“Circular”)

For Against □ □

5. Ratifying the RSU Plan

Ratifying the RSU Plan For Against To consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution approving □ □ the Company’s restricted share unit plan (the “RSU Plan”), as more particularly described in the accompanying Circular

6. Other Matters

Other Matters For Against To transact such other business that may be brought properly before the Meeting and any adjournment or □ □ postponement of the Meeting.

Authorized Signature(s) – This section must be Signature(s) 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.

Print Name(s) & Signing Capacity(ies), if applicable

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Date (MM-DD-YY) THIS PROXY MUST BE DATED