Sagen MI Canada Inc. — Proxy Solicitation & Information Statement 2023

May 4, 2023

SAGEN MI CANADA INC. FORM OF PROXY

Solicited by management for the annual meeting of shareholders of Sagen MI Canada Inc. (the “Corporation”) to be held on June 9, 2023 at 10:00 a.m. (E.T.) via live webcast at https://web.lumiagm.com/469515021 (the “Annual Meeting”) password: sagen2023 (case sensitive).

The undersigned holder of Class A Common Shares of the Corporation hereby appoints David Nowak, Executive Chairman of the Board of Directors of the Corporation, of Toronto, Ontario, or Philip Mayers, Chief Financial Officer of the Corporation, of Richmond Hill, Ontario, or, instead of either of the foregoing _______________________________ as proxyholder of the undersigned, with full power of substitution, to attend, act and vote for and on behalf of the undersigned at the Annual Meeting, and at any adjournment or adjournments thereof, and on every ballot that may take place in consequence thereof to the same extent and with the same powers as if the undersigned were personally present at the Annual Meeting with authority to vote at the said proxyholder’s discretion, except as otherwise specified below.

Without limiting the general powers hereby conferred, the undersigned hereby directs the said proxyholder to vote the shares represented by this Form of Proxy in the following manner:

1. FOR OR AGAINST the election of any of the following persons as directors of the Corporation, as specified below, each as more particularly described in the accompanying Notice and Management Information Circular dated as of April 21, 2023 (the "Information Circular" ):

		For	Against
1.	Dana Ades-Landy		
2.	Sophia Chen		
3.	Sharon Giffen		
4.	Lyndsay Hatlelid		
5.	David Latour		
6.	Stuart Levings		
7.	Erson Olivan		
8.	Neil Parkinson		
9.	David Planques		
10.	Rajinder Singh		
11.	Fredric Tomczyk		

1. FOR � or WITHHOLD FROM VOTING FOR � the appointment of Ernst & Young LLP, to serve as auditors of the Corporation for the ensuing year and the authorization of the Board of Directors of the Corporation to fix the auditors’ remuneration as such; and

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

This Form of Proxy is solicited on behalf of management of the Corporation. The shares represented by this Form of Proxy will be voted or withheld from voting in accordance with the instructions

indicated on any ballot that may be called for and, if the shareholder has specified a choice with respect to any matters to be acted on, the shares will be voted accordingly. Unless a contrary instruction is indicated, or where no instruction is indicated, this Form of Proxy will be voted at the Annual Meeting in favor of the matters referred to above.

Each shareholder of the Corporation has the right to appoint a proxyholder, other than the persons designated above, who need not be a shareholder of the Corporation, to attend and act for and on behalf of the shareholder of the Corporation at the Annual Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the appointee should be legibly printed in the blank space provided above.

To be effective, this Form of Proxy must be received by TSX Trust Company (“ TSX ”), the Company’s transfer agent, no later than 5:00 p.m. (E.T.) on June 7, 2023 or, in the case of any adjournment of the Annual Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjourned Annual Meeting.

The undersigned hereby revokes any proxy previously given to vote at the Annual Meeting.

DATED this __________ day of _______________, 2023.

Signature of Shareholder

Name of Shareholder (Please Print)

NOTES :

C/S/I: 2423 02 005 SAGEN MI CANADA INC. CLASS A COMMON SHARES ACCOUNT: 28305863 FALCON HOLDING ACQUISITION CORPORATION, C/O BROOKFIELD BUSINESS PARTNERS L P BROOKFIELD PLACE 181 BAY STREET SUITE 300 TORONTO, ON M5J 2T3

1. If the shareholder is a corporation, its corporate seal must be affixed or the Form of Proxy must be signed by an officer or attorney thereof duly authorized.

2. This Form of Proxy must be dated and the signature hereon should be exactly the same as the name in which the shares are registered.

3. Persons signing in a representative capacity such as executors, administrators or trustees, should so indicate and give their full title as such.

4. This Form of Proxy will not be valid and not be acted upon or voted unless it is completed as outlined as set forth in the Information Circular. A proxy is valid only at the meeting in respect of which it is given or any adjournment(s) of that meeting.

5. If not dated, this Form of Proxy shall be deemed to bear the date on which it was received by the Corporation or its trustee.