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Novadaq Technologies Inc. Proxy Solicitation & Information Statement 2015

Apr 16, 2015

45611_rns_2015-04-16_d3f57a57-9b7c-4a1a-8cc7-452fc910cb2b.pdf

Proxy Solicitation & Information Statement

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NOVADAQ TECHNOLOGIES INC.

Security Class

Holder Account Number

Form of Proxy - Annual and Special Meeting to be held on May 13, 2015

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

Notes to proxy

  1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting. 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). A person appointed as your proxyholder must be present at the meeting to vote.

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), 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 with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

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

  5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

  6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 9:30 a.m., Toronto Time, on May 11, 2015.

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

To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.

  • 1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet
• Go to the following web site:
www.investorvote.com
• Smartphone?
Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

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

CONTROL NUMBER

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Appointment of Proxyholder

I/We, being holder(s) of Novadaq Technologies Inc. (the "Company") OR Print the name of the person you are hereby appoint: Dr. Arun Menawat, Director, President and Chief Executive appointing if this person is someone Officer of the Company, or failing this person, Mr. Roger Deck, Chief Financial other than the Management Officer of the Company, Nominees listed herein.

as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of Novadaq Technologies Inc. to be held at the offices of Stikeman Elliott LLP, 199 Bay Street, Suite 5300, Main Boardroom, Toronto, Ontario M5L 1B9 on May 13, 2015 at 9:30 a.m. and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1.Election of Directors For Withhold For Withhold For Withhold
01. Dr. Arun Menawat 02. Anthony Griffiths 03. Harold O. Koch, Jr.
04. William A. MacKinnon 05. Thomas Wellner 06. Robert White -------
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07. Patrice Merrin For Withhold
2.Re-Appointment of Auditors
Re-appointment of KPMG LLP as a
uditors of the Corpo ration for the ensuing year and a uthorizing the Directors to fix the auditors' remuneration. For Against
3. Approval of Long-Term Incentive Plan

To consider, and if deemed advisable, approve an ordinary resolution confirming and approving the Long-Term Incentive Plan of the Company, as more particularly described in the Management Information Circular of the Company dated April 8, 2015.

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 proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Interim Financial Statements - Mark this box if you would Annual Report - Mark this box if you would NOT like to like to receive Interim Financial Statements and receive the Annual Report and accompanying accompanying Management’s Discussion and Analysis by Management’s Discussion and Analysis by mail. mail.

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

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