Stingray Group Inc. — Proxy Solicitation & Information Statement 2022

Jul 4, 2022

==> picture [46 x 29] intentionally omitted <==

==> picture [103 x 43] intentionally omitted <==

This Proxy is solicited by the management of Stingray Group Inc. (“Stingray”) in connection with the Annual Meeting of Shareholders of Stingray allowing participation online by live audio webcast on August 3, 2022, at 11:00 a.m. (Montréal time) at https://web.lumiagm.com/407875345 and at any adjournment or postponement thereof (the “Meeting”).

The undersigned, holder of multiple voting shares, subordinate voting shares or variable subordinate voting shares of Stingray hereby appoints Mark Pathy, Chairman of Stingray or, failing him, Eric Boyko, President and Chief Executive Officer of Stingray, or instead of any of the foregoing,

______________________________________________________________________________

Print the name of the person you are appointing if this person is someone other than the individuals listed above

as such holder’s proxyholder, with full power of substitution, to attend, act and vote on my behalf in respect of all matters that may come before the Meeting, and at any adjournments or postponements thereof and with authority to vote and act in such proxyholder’s discretion with respect to amendments or variations to matters referred to in the Notice of Meeting and with respect to other matters which may properly come before the Meeting or any adjournments or postponements thereof . The proxyholder is hereby directed to vote, or withhold from voting, including on any ballot that may be called for, the shares represented by this Proxy in accordance with the instructions of the undersigned indicated below. If no choice is indicated for any particular item specified below, the shares represented by this Proxy will be voted in accordance with the recommendations of management. The undersigned hereby revokes any prior proxy or proxies relating to the shares represented by this Proxy and ratifies and confirms all that the proxyholder may do by virtue of this appointment, provided that such proxyholder votes in accordance with the instructions set out herein . If you appoint a proxyholder other than the two individuals listed above, YOU MUST return your proxy by mail, fax, email or Internet to TSX Trust Company and YOU MUST ALSO either complete the online form available at https://www.tsxtrust.com/control-number-request or call TSX Trust Company at 1-866-751-6315 (toll free in Canada and the United States) or 212-235-5754 (other countries) by 5:00 p.m. (Montréal time) on July 29, 2022 to properly register your proxyholder, so that TSX Trust Company may provide such proxyholder with a 13-digit proxyholder control number via email . Such 13-digit proxyholder control number will differ from the Control Number set forth on this Proxy. Without a 13-digit proxyholder control number, your proxyholder will not be able to participate, interact, ask questions or vote at the Meeting, but will be able to attend as a guest.

MANAGEMENT’S VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Please use a dark black pencil or pen.

1. Election of Directors

The nominees proposed by the management of Stingray are detailed in the Management Information Circular dated June 9, 2022.

		FORWITHHOLD		FOR	WITHHOLD
01	Claudine Blondin	06	Mark Pathy
02	Karinne Bouchard	07	Gary S. Rich
03	Eric Boyko	08	François-Charles SIrois
04	Mélanie Dunn	09	Robert G. Steele
05	Frédéric Lavoie	10	Pascal Tremblay
				FORWITHHOLD

==> picture [17 x 10] intentionally omitted <==

2. To appoint KPMG LLP, Chartered Professional Accountants, as the independent auditor of Stingray for the ensuing year and to authorize the Board of Directors to fix the remuneration of the auditor.

==> picture [17 x 10] intentionally omitted <==

DECLARATION OF CANADIAN STATUS

The undersigned certifies that it has made reasonable inquiries as to the Canadian status of the owner and person in Control[1] of the shares represented by this Proxy and has read the definitions found on the reverse side so as to make an accurate Declaration of ownership and control. The undersigned hereby certifies that the shares represented by this Proxy are owned and Controlled by a Canadian[2] .

YES NO

==> picture [18 x 10] intentionally omitted <==

==> picture [18 x 10] intentionally omitted <==

IF YOU DO NOT COMPLETE THIS DECLARATION OF CANADIAN STATUS OR IF IT IS DETERMINED BY STINGRAY OR ITS TRANSFER AGENT THAT YOU INCORRECTLY INDICATED (THROUGH INADVERTENCE OR OTHERWISE) THAT THE SHARES REPRESENTED BY THIS PROXY ARE OWNED AND CONTROLLED BY A CANADIAN, THE SHARES REPRESENTED BY THIS PROXY WILL BE DEEMED TO BE OWNED AND CONTROLLED BY A PERSON THAT IS A NON-CANADIAN[3] .

• 1 See definition of "Control" on the reverse side of this Proxy.

• 2 See definitions of "Canadian" and “non-Canadian” on the reverse side of this Proxy.

3 Under applicable laws and Stingray’s by-laws, this declaration has the same value as if made under the Canada Evidence Act (Canada). Further declarations may be required LLLLLLLL and Stingray may take other appropriate actions to ensure compliance with applicable ownership restrictions.

Under Canadian securities laws, you are entitled to receive certain investor documents. If you wish to receive such materials, please tick the applicable boxes below. You may also go to our website https://ca.astfinancial.com/financialstatements and input code 7219a.

 I would like to receive quarterly financial statements  I would like to receive annual financial statements _________________________________________________________ __________________ Signature(s) Date Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 5:00 p.m. (Montréal time), on July 29, 2022.

Form of Proxy – Annual Meeting of Shareholders of Stingray Group Inc. (“Stingray”) to be held at 11:00 a.m. (Montréal time) on August 3, 2022 (the “Meeting”)

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

Notes

1. Every holder of shares has the right to appoint some other person or company of its choice, who need not be a holder of shares, to attend and act on its 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 holder of shares (for example, joint ownership, trustees, executors/liquidators), 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 and state your signing capacity, and you may be required to provide documentation evidencing your proxy signing authority.

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

4. The proxyholder will exercise the securities’ voting right represented by this proxy by voting “for”, “against” or “withhold” for each of the matters described herein, as applicable, in accordance with the instructions of the holder of shares on any ballot that may be called for and, if the holder of shares has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

5. This proxy should be read in conjunction with the documentation prepared by Management.

DEFINITIONS:

Reference should be made to the Direction to the CRTC (Ineligibility of Non-Canadians) (SOR/97-192) made under the Broadcasting Act (Canada) for the complete definition of “Canadian” and other applicable definitions.

• "Control" means control in any matter that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, an agreement or arrangement, the ownership of a corporation or otherwise.

"Canadian" includes, among other persons, Canadian citizens who are ordinarily resident in Canada, certain permanent residents of Canada and corporations incorporated in a Canadian jurisdiction whose Chief Executive Officer and 80% of its directors are Canadians and for which Canadians beneficially own and control not less than 80% of all the issued and outstanding voting shares of the corporation and not less than 80% of the votes.

• “non-Canadian” means a person or entity that is not a Canadian.

All proxies must be received by 5:00 p.m. (Montréal time) on July 29, 2022.

How to Vote

VOTE USING THE TELEPHONE 24 HOURS A DAY, 7 DAYS A WEEK!

INTERNET TELEPHONE

• Go to www.tsxtrust.com/vote-proxy Use any touch-tone phone, call toll free in Canada and United States 1-888-489-7352

• Cast your vote online and follow the voice instructions.

• View Meeting documents

To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, DO NOT return this proxy.

To vote using your smartphone, please scan this QR Code :

==> picture [31 x 29] intentionally omitted <==

MAIL, FAX or EMAIL

• Complete and return your signed proxy in the envelope provided or send to: TSX Trust Company P.O. Box 721 Agincourt, ON M1S 0A1

 You may alternatively fax your proxy to 1-416-368-2502 or toll free in Canada and United States to 1-866-781-3111 or scan and email to proxyvote@tmx.com.

If you wish to receive investor documents electronically in the future, please visit https://ca.astfinancial.com/edelivery to enrol.

Voting by mail, fax or email are the only methods by which a holder may appoint a person as proxyholder other than the persons named on the reverse of this proxy.