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Altus Group Limited Proxy Solicitation & Information Statement 2016

Mar 22, 2016

46705_rns_2016-03-22_2c66eb0b-e328-440e-a7d4-bfba7c134128.pdf

Proxy Solicitation & Information Statement

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Cailey MacDonald Direct Line: 416.597.5149 [email protected]

March 22, 2016

FILED BY SEDAR

Ontario Securities Commission P.O. Box 55, 19th Floor 20 Queen Street West Toronto, ON M5H 3S8

Dear Sirs/Mesdames:

Re: Altus Group Limited (the “Company”) – Form of Proxy

We are refiling the attached Form of Proxy of the Company to include the address of the meeting in the first paragraph.

No other changes have been made to the document.

Thank you for your attention to this matter. Should you have any questions regarding the above, please do not hesitate to contact the undersigned.

Yours very truly,

GOODMANS LLP

Cailey MacDonald

Cailey MacDonald Securities Law Clerk

Under Canadian Securities Law, you are entitled to receive quarterly and annual financial statements. If you wish to receive such material, please tick the applicable boxes below.

Appointment of Proxyholder

  • I would like to receive quarterly financial statements and the MD&A

I/We hereby appoint Raymond Mikulich, Chairman, or failing him Robert G. Courteau, Chief Executive Officer, OR

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

as proxy of the undersigned, to attend, act and vote in respect of all common shares registered in the name of the undersigned at the Annual Meeting of the Shareholders of ALTUS GROUP LIMITED (“ Altus ” or the “ Company ”) to be held at 10:00 a.m. (Toronto time) on Thursday, May 12, 2016, at the Austin Gallery, 12th Floor, One King West, Toronto, Ontario (the “Meeting”), and at any and all postponements or adjournments thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present at the Meeting, with full power of substitution. Without limiting the general powers and authority hereby conferred on the proxy form, the shares represented by this proxy are specifically directed to be voted or withheld from being voted as follows: 03

  • I would like to receive annual financial statements and the MD&A

  • I would like to receive future mailings by email at:


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, this Proxy will be voted FOR by Management’s appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/we authorize you to vote as you see fit.

____ _______ Signature(s) of Shareholder Name of Shareholder (Please Print)

1. Election of Directors FOR WITHHOLD

________ Date

a) Robert G. Courteau
b) Carl Farrell
c) Anthony Gaffney
d) Diane MacDiarmid
e) A.B. (Sandy) McArthur
f) Raymond Mikulich
g) Eric W. Slavens
h) Janet P. Woodruff

2. Appointment of Ernst & Young LLP as auditors and to authorize the Board of Directors to fix the auditor’s remuneration.

Please sign exactly as your name(s) appears on your share certificate or statement. Please see reverse for instructions. All proxies must be received by May 10, 2016 at 10:00 am (Toronto time) .

Proxy Form – Annual Meeting of Shareholders of ALTUS GROUP LIMITED to be held on Thursday, May 12, 2016 (the “Meeting”)

Notes to Proxy

  1. This proxy must be signed by a shareholder or his or her attorney, duly authorized in writing. If you are an individual, please sign exactly as your shares are registered. If the shareholder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

  2. If the 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 a deceased or other shareholder, the name must be printed in the space provided. This proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other shareholder must be attached to this proxy.

  3. Some shareholders may own shares as both a registered shareholder and as a beneficial shareholder, in which case, you may receive more than one Proxy and will need to vote separately as a registered shareholder and as a beneficial shareholder. Beneficial shareholders may receive either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of shares they beneficially own. Beneficial shareholders should follow instructions for voting as sent to them by their intermediaries.

  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 at the Meeting. However, if more than one of them are present or represented by proxy, they must vote together in respect of that share.

All shareholders should refer to the Management Information Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

How to Vote

TELEPHONE

INTERNET

  • Go to www.cstvotemyproxy.comwww.cstvotemyproxy.com Use any touch-tone phone, call toll free

  • Cast your vote online 1-888-489-5760 and follow the voice  Read Meeting documents before instructions voting

  • Go to www.cstvotemyproxy.comwww.cstvotemyproxy.com

  • Cast your vote online

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

MAIL, FAX or EMAIL

  • Complete and return your signed proxy in the envelope provided or send to:

  • CST Trust Company P.O. Box 721 Agincourt, ON M1S 0A1

  • Alternatively, you may fax your proxy to 416-368-2502 or toll free to 1-866-7813111 or scan and email to [email protected].

An undated proxy is deemed to be dated on the day it is received by CST,

If you wish to receive further shareholder materials electronically, please visit www.canstockta.com/electronicdelivery to enrol.

All proxies must be received by May 10, 2016 at 10:00 a.m. (Toronto time).

This proxy is solicited by or on behalf of management of Altus Group Limited.