Sunshine Oilsands Ltd. — Proxy Solicitation & Information Statement 2019

Jun 4, 2019

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SUNSHINE OILSANDS LTD. 陽光油砂有限公司 *

(a company incorporated under the Business Corporations Act of the Province of Alberta, Canada with limited liability) (HKEX: 2012)

FORM OF PROXY

I/We, being the registered holder(s) of Sunshine Oilsands Ltd. (the “ Company ”), hereby appoint the proxy [(Note 1)] as specified below or failing him/her, MICHAEL HIBBERD , Non-Executive ViceChairman, to attend and vote for me/us and on my/our behalf at the special general meeting of the Company (the “ Meeting ”) to be held at 20/F, Two Chinachem Central, No.26 Des Voeux Road Central, Central, Hong Kong on June 24, 2019 at 9: 30 a.m. (Hong Kong Time) / June 23, 2019 at 7: 30 p.m. (Calgary Time) and at any adjournment thereof in respect of the resolution(s) as indicated below, or if no such indication is given, as my/our proxy thinks fit.

Registered Holder(s)(Complete in ENGLISH BLOCK CAPITALS. The name	Registered Holder(s)(Complete in ENGLISH BLOCK CAPITALS. The name	s of all joint holders should be stated.)	s of all joint holders should be stated.)
Registered Name
Registered Address
Certificate No. (Note 7)		Signature (Note 3)
Date

Proxy [(Note 1)] (Complete in ENGLISH BLOCK CAPITALS.) No. of Shares Full Name (Note 2) Full Address

ORDINARY RESOLUTIONS FOR AGAINST (Note 4) (Note 4) 1. To approve and confirm the allotment and issue of an aggregate of 3,524,371 Shares of the Company to Mr. Michael J Hibberd, the nonexecutive Vice-Chairman of the Company, subject to obtaining approval for the listing of and permission to deal in such 3,524,371 Shares, and to authorize the directors of the Company to do all such acts and things as may be necessary, desirable or expedient in order to give effect to the allotment and issuance of the said 3,524,371 Shares to Mr. Michael J Hibberd.

* For identification purposes only

2. To approve and confirm the allotment and issue of an aggregate of 4,687,337 Shares of the Company to Mr. Hong Luo, a non-executive director of the Company, subject to obtaining approval for the listing of and permission to deal in such 4,687,337 Shares, and to authorize the directors of the Company to do all such acts and things as may be necessary, desirable or expedient in order to give effect to the allotment and issuance of the said 4,687,337 Shares to Mr. Hong Luo.
3. To approve and confirm the allotment and issue of an aggregate of 4,940,707 Shares of the Company to Ms. Xijuan Jiang, a non- executive director of the Company, subject to obtaining approval for the listing of and permission to deal in such 4,940,707 Shares, and to authorize the directors of the Company to do all such acts and things as may be necessary, desirable or expedient in order to give effect to the allotment and issuance of the said 4,940,707 Shares to Ms. Xijuan Jiang.
4. To approve and confirm the allotment and issue of an aggregate of 3,243,384 Shares of the Company to Ms. Joanne Yan, an independent non-executive director of the Company, subject to obtaining approval for the listing of and permission to deal in such 3,243,384 Shares, and to authorize the directors of the Company to do all such acts and things as may be necessary, desirable or expedient in order to give effect to the allotment and issuance of the said 3,243,384 Shares to Ms. Joanne Yan.
5. To approve and confirm the allotment and issue of an aggregate of 5,384,103 Shares of the Company to Mr. Yi He, an independent non- executive director of the Company, subject to obtaining approval for the listing of and permission to deal in such 5,384,103 Shares, and to authorize the directors of the Company to do all such acts and things as may be necessary, desirable or expedient in order to give effect to the allotment and issuance of the said 5,384,103 Shares to Mr. Yi He.

The undersigned hereby revokes any proxies previously given in respect of the Meeting.

Notes:

1. If any proxy other than the Chairman of the Meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the Meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALED BY THE PERSON WHO SIGNS IT . The proxy needs not be a member of the Company, but must attend the Meeting (or any adjournment thereof) to represent you.

2. Please insert the number of shares for this proxy. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s).

3. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK ( √ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK ( √ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST” . Failure to tick either box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting. Unless otherwise indicated, the persons named above, if appointed as proxyholder, will vote ‘FOR’ each of the above matters. If any amendments or variations to the above matters are proposed at the Meeting, or if any other business properly comes before the Meeting, discretionary authority is hereby conferred with respect thereto.

1. Shares represented by this proxy form will be voted for or against or withheld from voting in accordance with the instructions of the shareholder represented hereby on any ballot that may be called for at the Meeting.

2. In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited, as applicable, (i) at the office of the Company’s principal share registrar in Canada, being Alliance Trust Company, #1010, 407 — 2nd Street S.W., Calgary, Alberta, Canada, T2P 2Y3, or via fax: +1 403-237-6181; or (ii) at the Company’s branch share registrar in Hong Kong, being Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, during regular business hours not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof.

3. Completion and delivery of this proxy form will not preclude you from attending and voting at the Meeting if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

4. Please provide one certificate number, if possible, to facilitate processing.

5. For the avoidance of doubt, we do not accept any special instructions written on this proxy form.