Spin Master Corp. — Proxy Solicitation & Information Statement 2026

Mar 31, 2026

SPIN MASTER CORP.

Computershare

320 Bay Street, 14th Floor

Toronto, Ontario M5H 4A6

www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General Meeting to be held on April 30, 2026

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

Notes to proxy

1. You have the right to appoint some other person, company or other legal entity of your choice (an "Appointee"), who need not be a shareholder, to attend and act on your behalf at the Annual General Meeting or any adjournments or postponements thereof. If you wish to appoint a person, company or other legal entity other than the persons whose names are printed herein, please insert the name of your chosen Appointee in the space provided (see reverse). In addition, YOU MUST go to http://www.computershare.com/spinmaster and provide Computershare with the required information for your chosen Appointee so that Computershare may provide the Appointee with an Invitation Code via email. This Invitation Code will allow your Appointee to log in to and vote at the Annual General Meeting. Without an Invitation Code your Appointee will only be able to log in to the Annual General Meeting as a guest and will not be able to vote.
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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
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 FOR 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 Annual General Meeting or any adjournments or postponements thereof.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Poxies submitted must be received by 11:00 a.m. (Toronto time) on April 28, 2026 or in the case of any adjournments or postponements of the Annual General Meeting, at least 48 hours, excluding Saturdays, Sundays and holidays, before the rescheduled meeting.

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.

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 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

025QNA

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Appointment of Proxyholder

I/We, being holder(s) of Spin Master Corp. hereby appoint: Christina Miller, the Chief Executive Officer of Spin Master, or failing her, John Glen Eddie, the Executive Vice President and General Counsel of Spin Master, or failing him, Jonathan Roiter, the Executive Vice President and Chief Financial Officer of Spin Master, or their designees (Management Nominees)

OR

Instead of either of the foregoing, print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/spinmaster 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 meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and to vote at the discretion of the proxyholder with respect to amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the Annual General Meeting of Shareholders of Spin Master Corp. (the "Company") to be held online at https://meetnow.global/M47CPKJ, on April 30, 2026 at 11:00 a.m. (Toronto time) and at any adjournments or postponements thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY INCHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

	For	Withhold		For	Withhold		For	Withhold
01. Jeffrey I. Cohen	☐	☐	02. Kevin Glass	☐	☐	03. Ronnen Harary	☐	☐
04. Christina Miller	☐	☐	05. Anton Rabie	☐	☐	06. Christi Strauss	☐	☐
07. Ben Varadi	☐	☐	08. Gary Vaynerchuk	☐	☐	09. Yael Vizel	☐	☐
10. Charles Winograd	☐	☐

For Withhold

2. Appointment of Auditor

To appoint Deloitte LLP as auditor of the Company for the ensuing year and authorize the Directors of the Company to fix such auditor's remuneration.

For Against

3. Non-Binding Advisory Resolution on the Company's Approach to Executive Compensation

To consider and, if appropriate, to approve the Company's approach to executive compensation, as more particularly set forth in the Company's management information circular dated March 9, 2026.

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Signature of Proxyholder

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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

Signature(s)

Date

DD/MM/YY

Signing Capacity

YSPQ

390207

AR0

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025QOC