Trisura Group Ltd. — Proxy Solicitation & Information Statement 2020

Apr 14, 2020

Trisura Group Ltd.

P R O X Y C O M M O N S H AR E S

PROXY, solicited by management, for the Annual Meeting of Shareholders of Trisura Group Ltd. to be held on Wednesday, June 17, 2020 at 2:00 p.m. (Toronto time), and at all adjournments thereof.

In light of the unprecedented health impact of the coronavirus outbreak (COVID-19) and in consideration of the health and safety of the Company’s Shareholders, colleagues and the broader community, this year’s Meeting will be held in a virtual meeting format only. You can attend the Meeting by joining the live webcast online at https://web.lumiagm.com/126809733, using password: ‘trisura2020’ (case sensitive).

The undersigned holder of Common Shares of Trisura Group Ltd. (the "Company") hereby appoints GEORGE MYHAL, or failing him GREG MORRISON, (or in lieu thereof ____________), as proxy of the undersigned to attend and vote, in respect of all the Common Shares registered in the name of the undersigned, at the Annual Meeting of Shareholders of the Company to be held on Wednesday, June 17, 2020 , and at any adjournments thereof (the “Meeting”), on the following matters:

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MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES
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1. Election of Directors	FOR	WITHHOLD
01 – David Clare
02 – Paul Gallagher
03 – Barton Hedges
04 – Greg Morrison
05 – George E. Myhal
06 – Robert Taylor
2. Appointment of the External Auditor	FOR	WITHHOLD
To appoint Deloitte LLP as the external auditor and authorize the directors to set its remuneration.
3. Increase of Share Options for Share Option Plan	FOR	WITHHOLD

To increase the amount of options available to grant under the share option plan dated June 22, 2017 from 400,000 options to 880,000 options.

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In addition, the undersigned appoints such person as proxy to vote and act as aforesaid upon any amendments or variations to the matters identified in the Notice of Meeting and on all other matters that may properly come before the Meeting. Unless otherwise specified above, the shares represented by this proxy will be voted by the persons whose names are printed above in accordance with the Management Voting Recommendations highlighted for each matter above.

Name of Shareholder: _____________

Number of Common Shares: _____________

_______ Date: ___ , 2020

Signature

NOTES:

1. If this proxy is not dated in the space provided, it will be deemed to be dated as of the date on which it was mailed to you by management of the Company.

2. If the shareholder is an individual, please sign exactly as your shares are registered.

If the shareholder is a corporation, this proxy must be executed by a duly authorized officer or attorney of the shareholder and, if the corporation has a corporate seal, its corporate seal should be affixed. If shares are registered in the name of an executor, administrator or trustee, please sign exactly as the shares are registered. If the shares are registered in the name of the deceased or other shareholder, the shareholder's name must be printed in the space provided, the proxy must be signed by the legal representative with his/her name printed below his/her signature and evidence of authority to sign on behalf of the shareholder must be attached to this proxy.

1. To be valid, this proxy must be signed and deposited with the Secretary of the Company c/o AST Trust Company (Canada), not later than 5:00 p.m. (Toronto time) on Monday, June 12, 2020 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting: by mail using the business reply envelope accompanying your proxy; by fax at 416-368-2502 or 1-866-781-3111; or by email to proxyvote@astfinancial.com.

2. A shareholder has the right to appoint a person (who need not be a shareholder) to represent the shareholder at the Meeting other than the management representatives designated in this proxy. Such right may be exercised by inserting in the space provided the name of the other person the shareholder wishes to appoint and delivering the completed proxy to the Secretary of the Company, as set out above. In addition, YOU MUST return your proxy by mail and telephone to AST Trust Company (Canada) (“AST”) at 1-866-751-6315 (within North America) or 212-235-5754 (outside North America) no later than 5:00 p.m. (Toronto time) on June 12, 2020, and provide AST with the required information for your appointee so that AST may provide the appointee with a Control Number. This Control Number will allow your appointee to log in to and vote at the Meeting. Without a Control Number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote.

3. Reference is made to the Company's Management Information Circular dated April 14, 2020 for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

4. If a share is held by two or more persons, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote in respect thereof, but if more than one of them are present or represented by proxy, they shall vote together in respect of each share so held.

5. The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.