VersaBank — AGM Information 2022

Mar 17, 2022

VERSABANK

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Form of Proxy - Annual Meeting to be held on April 20, 2022

This Form of Proxy is solicited by and on behalf of management of VersaBank (the "Bank").

Notes to form of proxy

• 1. Every holder ("Shareholder" or "you") of common shares ("Shares") of the Bank has the right to appoint some other person of their choice, who need not be a Shareholder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
• 1. If the Shares are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this form of proxy. If you are voting on behalf of a corporation or another individual, you must sign this form of proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this form of proxy.
• 1. This form of proxy should be signed in the exact manner as the name(s) appear(s) on the form of proxy.
• 1. If this form of proxy is not dated, it will be deemed to bear the date on which it is mailed by management of the Bank to the Shareholder.
• 5. The Shares represented by this form of proxy will be voted or withheld from voting as directed by the Shareholder(s); however, if such a direction is not made in respect of any matter that properly comes before the meeting, this form of proxy will be voted as recommended by management of the Bank.
• 1. The Shares represented by this form of proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the Shareholder, on any ballot that may be called for and, if the Shareholder has specified a choice with respect to any matter to be acted on, the Shares represented by this form of proxy will be voted or withheld from voting accordingly.
• Fold 7. This form of proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Annual Meeting of Shareholders or other matters that may properly come before the meeting or any adjournment or postponement thereof.
• 1. This form of proxy should be read in conjunction with the accompanying Notice of Annual Meeting of Shareholders and Management Proxy Circular.

Proxies submitted must be received by 10:30 a.m. (EDT), on April 18, 2022.

VOTE USING THE INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

If you vote by the Internet, DO NOT mail back this form of proxy.

Voting by mail or by Fax may be the only methods for Shares held in the name of a corporation or Shares being voted on behalf of another individual. Voting by mail, by Fax or by Internet are the only methods by which a Shareholder may appoint a person as proxyholder other than the management nominees named on the reverse of this form of proxy. Instead of mailing this form of proxy, you may choose to vote using the Internet.

To vote by the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

or to

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Appointment of ProxyholderI/We, being Shareholder(s) of the Bank, hereby appoint: TheHonourable Thomas A. Hockin, Chair of the Bank, or failing him, David R.		OR	Print the name of the person you areappointing if this person is someoneother than the Management Nomineeslisted herein.
Taylor, a Director and President & CEO of the Bank,
such amendments or variations and other matters as may properly come before the meeting.				as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the Shareholder in accordance with the following directions (or if no directions havebeen given, as the proxyholder sees fit) and all other matters that may properly come before the Annual Meeting of Shareholders to be held at TMX Market Centre, 120 Adelaide Street West,Toronto, Ontario on Wednesday, April 20, 2022 at 10:30 a.m. (EDT) and at any adjournment or postponement thereof and with authority to act in the proxyholder's discretion in respect of
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
						For	Withhold
1. Appointment of AuditorsTo appoint KPMG LLP as auditors for the ensuing year and to authorize the Directors of the Bank to fix their remuneration.
2. Election of Directors (by cumulative voting)
VOTE For all nominees
(if you wish to distribute your votes otherwise than equally among all thenominees listed below, please indicate the number of votes allocated to eachnominee in the chart below)
OR
Withhold vote in respect of all nominees
OR
Withhold vote in respect of one or several nominees(please strike out the name of the nominee(s) for whom you are withholding yourvote in the chart below; if you wish to distribute your votes otherwise than equally
among the nominees for whom you have not withheld your vote, please indicate thenumber of votes allocated to each nominee)
Vote allocation (optional)
Director	Vote	Director		Vote
nominee	allocation	nominee		allocation
The Honourable Thomas A. Hockin		R.W. (Dick) Carter
David R. Taylor		Arthur Linton

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any form of proxy previously given with respect to the meeting. If no voting instructions are indicated above, this form of proxy will be voted as recommended by management of the Bank.

Interim Financial Statements – Mark this box if you would like to receive (or continue receiving) Interim Financial Statements and accompanying Management's Discussion and Analysis by mail. If you do not mark this

box and return this form of proxy, such filings will not be sent to you in 2022.

If you are not mailing back your form of proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

Annual Financial Statements – Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail. If you do not mark this box and return this form of proxy, such filings will continue to be sent to you.

PFWQ XXXX 999999999999

331460

Peter M. Irwin Susan T. McGovern Paul G. Oliver

01SZMC

Gabrielle Bochynek Robbert-Jan Brabander David A. Bratton