Red White Bloom Brands Inc. — Proxy Solicitation & Information Statement 2024

May 15, 2024

RED WHITE & BLOOM BRANDS INC.

Security Class: Common Shares

FORM OF PROXY

Annual General and Special Meeting to be held on Friday, June 14, 2024

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 (see reverse).

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 8:00 a.m., Pacific Time, on Wednesday, June 12, 2024, 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.

time of the adjourned or postponed meeting.	time of the adjourned or postponed meeting.
VOTING METHODS
MAIL or HAND DELIVERY	Endeavor Trust Corporation 702 – 777 Hornby Street Vancouver, BC V6Z 1S4
FACSIMILE – 24 Hours a Day	604-559-8908
EMAIL	proxy@endeavortrust.com
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.

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RED WHITE & BLOOM BRANDS INC.

Appointment of Proxyholder

I/We, being holder(s) of Red White & Print the name of the person you are Bloom Brands Inc. hereby appoint: Brad OR appointing if this person is someone other Rogers , Chief Executive Officer and a than the Management Nominee listed Director, or, failing him, Eddie Mattei , herein. Chief Financial Officer.

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 and Special Meeting of shareholders of Red White & Bloom Brands Inc. to be held at Suite 1890 – 1075 West Georgia Street, Vancouver, BC on Friday, June 14, 2024, at 8:00 a.m., Pacific Time , and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1.Number of Directors	For	Against
The number of Directors shall be set to6 (six);	□	□
2.Election of Directors	For	Withhold
i) Brad Rogers	□	□
ii) Johannes (Theo) van der Linde	□	□
iii) Michael Marchese	□	□
iv) Brendan Purdy	□	□
v) Colby De Zen	□	□
vi) Gabriel Bianchi	□	□
3.Appointment of Auditor	For	Withhold
To appoint Williams & Partners, LLP as auditor of the Company for the ensuing year and to authorize the	□	□
directors to fix their remuneration;
4.Approval of Stock Option Plan	For	Against
To consider and, if deemed appropriate, with or without variation, to pass an ordinary resolution of	□	□
Shareholders to approve and ratify the Company’s 20% Rolling Stock Option Plan for the ensuing three years,
as more particularly described in the accompanying information circular;
5.Approval of Restricted Share Unit Plan	For	Against
To consider and, if deemed appropriate, with or without variation, to pass an ordinary resolution of	□	□
Shareholders to approve and ratify the Company’s restricted share unit plan for the ensuing three years, as
more particularly described in the accompanying Information Circular;
6.Approval of Alteration to the Company’s Articles	For	Against
To consider and, if deemed appropriate, with or without variation, to pass a special resolution of Shareholders	□	□
approving an amendment to the current articles of the Company as to the rights and restrictions attached to
the Shares of the Company, as more particularly described in the accompanying information circular;
7.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.

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RED WHITE & BLOOM BRANDS INC.

Authorized Signature(s) – This section must be completed for your instructions to be executed.

Signature(s)

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

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

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