The New Equity Subscription Offering is made in connection with a Plan of Arrangement involving Just Energy Group Inc. (“Just Energy” or the “Corporation”) attached as Appendix F to the Management Proxy Circular of Just Energy dated July 17, 2020.

Eligible Common Shareholders who held their Common Shares in registered form (“Eligible Registered Common Shareholders”) as of 5:00 p.m. (Toronto time) on July 23, 2020 (the “Record Date”) who wish to participate in the New Equity Subscription Offering are required to deliver (a) this Common Shareholders Participation Form, and (b) their Subscription Amount (described below), by Bank Draft, Money Order, or other form of payment acceptable to Kingsdale Advisors (“Kingsdale”), net of fees, in immediately available funds and pursuant to the funding instructions contained herein, to Kingsdale, in its capacity as subscription agent and escrow agent, respectively, such that they are received by Kingsdale, in each case, PRIOR TO THE DEADLINE OF 5:00 P.M. (TORONTO TIME) ON AUGUST 28, 2020 (the “Deadline”)

Eligible Common Shareholders who held their Common Shares beneficially through a broker, custodian, investment dealer, nominee, bank, trust company or other intermediary (an “Intermediary”, and such holders, “Eligible Beneficial Common Shareholders”) as of the Record Date who wish to participate in the New Equity Subscription Offering are required to (a) instruct their Intermediary to subscribe for Offered Shares and to (b) deliver their Subscription Amount to their Intermediary, in each case, by such deadline as is established by their Intermediary, but are NOT required to return this Common Shareholders Participation Form.

By Subscribing through CDS or DTC, Eligible Beneficial Common Shareholders are representing and warranting that they are (a) located or resident in Canada or the United States or (ii) located or resident outside Canada and the United States and are entitled to participate in the New Equity Subscription Offering in accordance with the laws of such jurisdiction, without obliging the Corporation to further obligations under local securities laws, as more particularly set out in on Page 9 of this Form

Intermediaries of Eligible Beneficial Common Shareholders are required to (a) subscribe for Offered Shares through CDS or DTC on behalf of Participating Common Shareholders (described below), and (b) deliver the aggregate Subscription Amount received by such Intermediary to CDS or DTC, in each case, PRIOR TO THE DEADLINE

Common Shareholders Participation Forms and Subscription Amounts of Eligible Registered Common Shareholders may be delivered by Registered Mail or Courier to Kingsdale During Regular Business Hours Only (8:00 a.m. to 5:00 p.m. (Toronto time) Monday to Friday), at the following address. Eligible Beneficial Common Shareholders are NOT required to return this Common Shareholders Participation Form or pay and deposit their Subscription Amounts with Kingsdale, but rather subscribe and pay through their Intermediaries pursuant to the instructions set out herein.

Delivery in a manner other than as set forth above will not constitute valid delivery.

ALL PROPERLY COMPLETED AND DULY EXECUTED COMMON SHAREHOLDERS PARTICIPATION FORMS AND ALL SUBSCRIPTION AMOUNTS MUST BE RECEIVED BY KINGSDALE PRIOR TO THE DEADLINE.

ELIGIBLE COMMON SHAREHOLDERS INTENDING TO PARTICIPATE IN THE NEW EQUITY SUBSCRIPTION OFFERING WILL NOT BE ABLE TO PARTICIPATE IF (A) KINGSDALE HAS NOT RECEIVED A PROPERLY COMPLETED, DULY EXECUTED COMMON SHAREHOLDERS PARTICIPATION FORM ON OR PRIOR TO THE DEADLINE OR (B) KINGSDALE HAS NOT RECEIVED THE SUBSCRIPTION AMOUNT ON OR PRIOR TO THE DEADLINE.

ALL INSTRUCTIONS TO SUBSCRIBE FOR OFFERED SHARES MUST BE RECEIVED BY THE INTERMEDIARY WHO IS REQUIRED TO ENTER SUBSCRIPTIONS FOR SUCH OFFERED SHARES THROUGH CDS OR DTC PRIOR TO THE DEADLINE. ALL SUBSCRIPTION AMOUNTS MUST BE RECEIVED BY THE INTERMEDIARY WHO IS REQUIRED TO FORWARD SUCH AMOUNTS TO CDS OR DTC PRIOR TO THE DEADLINE. PLEASE NOTE THAT YOUR INTERMEDIARY MAY ESTABLISH AN EARLIER DEADLINE FOR RECEIPT OF INSTRUCTIONS OR SUBSCRIPTION AMOUNTS BY THE INTERMEDIARY.

ELIGIBLE COMMON SHAREHOLDERS INTENDING TO PARTICIPATE IN THE NEW EQUITY SUBSCRIPTION OFFERING WILL NOT BE ABLE TO PARTICIPATE IF (A) SUBSCRIPTIONS FOR OFFERED SHARES HAVE NOT BEEN ENTERED BY THE APPLICABLE INTERMEDIARY ON OR PRIOR TO THE DEADLINE OR (B) CDS OR DTC HAS NOT RECEIVED THE SUBSCRIPTION AMOUNT ON OR PRIOR TO THE DEADLINE.

FAILURE TO MEET THE DEADLINE AND COMPLIANCE WITH BOTH THE PARTICIPATION AND FUNDING REQUIREMENTS AS SET OUT HEREIN WILL RESULT IN A LOSS OF THE ABILITY TO PARTICIPATE.

INSTRUCTIONS FOR REGISTERED HOLDERS

For Completion of Form and Delivery of Subscription Amount by Eligible Common Shareholders:

Indicate the number of your Committed Preferred Shares (described below) in the box located on Page 14 of this Form. Each Eligible Common Shareholder who held common shares in the capital of Just Energy (“Common Shares”) as of the Record Date is entitled to subscribe for up to such holder’s pro rata share of the New Common Shares allocated to the holders of Common Shares (the “Common Shareholders”). Accordingly, the maximum number of New Common Shares that you are entitled to subscribe for shall equal (a) the percentage that the number of Common Shares held by you on the Record Date bears to 151,640,574 (being the aggregate number of all Common Shares as of the Record Date) multiplied by (b) 8,256,938 Offered Shares (being the number of New Common Shares allocated to the Common Shareholders), which means, for each 100 Common Shares held as of the Record Date (e.g. prior to the Common Share Consolidation, as described in the Management Proxy Circular), Eligible Common Shareholders are entitled to subscribe for 5.445072 New Common Shares for a subscription price of C$18.58, reflecting a price per New Common Share of C$3.412.

Complete and duly execute the signature page located at Page 14 of this Form.

Complete the box located on Page 14 of this Form indicating the number of Common Shares held by you as of 5:00 p.m. (Toronto time) on the Record Date.

Complete your contact information, including information relating to your jurisdiction of residence, located at Page 14.

Deliver the Subscription Amount (described below) by Bank Draft, Money Order, or other form of payment acceptable to Kingsdale, net of fees, in immediately available funds and pursuant to the funding instructions contained herein, together with the fully completed and duly executed Common Shareholders Participation Form, by registered mail or courier to Kingsdale’s office specified on the back page of this Common Shareholders Participation Form, such that they are received by Kingsdale by 5:00 p.m. (Toronto time) on August 28, 2020. The Subscription Amount must be paid in Canadian Dollars.

INSTRUCTIONS FOR BENEFICIAL HOLDERS

For Giving Instructions to Intermediary and Delivery of Subscription Amount by Eligible Common Shareholders:

Each Eligible Common Shareholder who held Common Shares as of the Record Date is entitled to subscribe for up to such holder’s pro rata share of the New Common Shares allocated to the Common Shareholders. Accordingly, the maximum number of New Common Shares that you are entitled to subscribe for shall equal (a) the percentage that the number of Common Shares held by you on the Record Date bears to 151,640,574 (being the aggregate number of all Common Shares as of the Record Date) multiplied by (b) 8,256,938 Offered Shares (being the number of New Common Shares allocated to the Common Shareholders), which, for each 100 Common Shares held by you as of the Record Date (e.g. prior to the Common Share Consolidation, as described in the Management Proxy Circular), entitles you to subscribe for 5.445072 New Common Shares for a subscription price of C$18.58, reflecting a price per New Common Share of C$3.412.

Co-ordinate with your broker and have the broker subscribe for Offered Shares through CDS or DTC, by such deadline as set by your Intermediary, which deadline will be in advance of 5:00 p.m. (Toronto time) on August 28, 2020.

Forward an amount representing the Subscription Amount (described below) to your Intermediary in accordance with the instructions provided by your Intermediary to arrive by such deadline as set by your Intermediary, which deadline will be in advance of 5:00 p.m. (Toronto time) on August 28, 2020.

For Subscription through CDS or DTC and Delivery of Subscription Amount by Intermediaries:

Enter subscriptions for Offered Shares through CDS or DTC by 5:00 p.m. (Toronto time) on August 28, 2020. By Subscribing through CDS or DTC, Eligible Beneficial Common Shareholders are representing and warranting that they are (a) located or resident in Canada or the United States or (ii) located or resident outside Canada and the United States and are entitled to participate in the New Equity Subscription Offering in accordance with the laws of such jurisdiction, without obliging the Corporation to further obligations under local securities laws, as more particularly set out in on Page 9 of this Form.

Deliver the aggregate Subscription Amount received by the Intermediary to CDS or DTC such that they are received by CDS or DTC by 5:00 p.m. (Toronto time) on August 28, 2020. The Subscription Amount must be paid in Canadian Dollars.

This Common Shareholders Participation Form is delivered to Common Shareholders in connection with the proposed statutory plan of arrangement (the “Plan of Arrangement”) of Just Energy, which is part of the overall recapitalization transaction (the “Recapitalization Transaction”) of Just Energy, which Plan of Arrangement is being submitted to holders of certain Senior Unsecured Debt, holders of Convertible Debentures of Just Energy, holders of Preferred Shares of Just Energy and holders of Common Shares of Just Energy for approval at a series of meetings of Just Energy’s securityholders to be held on August 25, 2020. A detailed description of the Plan of Arrangement and the transactions contemplated therein is set forth in the management proxy circular dated July 17, 2020 (the “Management Proxy Circular”) of Just Energy and a copy of the Plan of Arrangement is attached as Appendix F to the Management Proxy Circular. Defined terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Management Proxy Circular. You (at times referred to as the “holder” in this Common Shareholders Participation Form) should read the Management Proxy Circular, including the Plan of Arrangement attached as Appendix F thereto, carefully. If you are in the United States or you are a U.S. person (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)), you should also carefully read the registration statement on Form F-7 filed by the Corporation with the U.S. Securities and Exchange Commission (the “SEC”), available on the SEC’s website at https://www.sec.gov/edgar.

The Recapitalization Transaction includes the offering (the “New Equity Subscription Offering”) of 29,312,530 new common shares of the Corporation (the “New Common Shares”), of which 8,256,938 are allocated for subscription by Eligible Common Shareholders. The New Common Shares will be the common shares of Just Energy following a share consolidation that will take place prior to the closing of the New Equity Subscription Offering, in which the common shares of Just Energy immediately prior to the Effective Time will be consolidated on the basis of one New Common Share for every 33 existing common shares of Just Energy prior to the share consolidation. Pursuant to the Plan of Arrangement, the New Equity Subscription Offering is open to all Eligible Common Shareholders (as described below) as of 5:00 p.m. (Toronto time) on July 23, 2020 (the “Record Date”). Each Eligible Common Shareholder will have the right, but not the obligation, to participate in the New Equity Subscription Offering by subscribing for and purchasing up to its pro rata share of the New Common Shares allocated to the Common Shareholders, which pro rata share shall be the percentage that the number of Common Shares held by the Eligible Common Shareholder bears to 151,640,574 (being the aggregate number of all Common Shares as of the Record Date) (the “Common Share Pro Rata Share”). For each 100 Common Shares held as of the Record Date, Eligible Common Shareholders will be entitled to subscribe for 5.445072 New Common Shares for a subscription price of C$18.58, reflecting a price per New Common Share of C$3.412.

The right to acquire Offered Shares is not transferable and there in no right of Eligible Common Shareholders to acquire Offered Shares not subscribed for by other Eligible Common Shareholders or any other securityholder of the Corporation. Any Offered Shares not subscribed for by Eligible Common Shareholders will be acquired by the Backstoppers.

Just Energy has received commitments from the Backstoppers pursuant to the Backstop Commitment Letter to purchase all of the Offered Shares that are not otherwise subscribed for and taken up by securityholders entitled to participate in the New Equity Subscription Offering (including the Eligible Common Shareholders). The Initial Backstoppers will be paid a non-refundable cash commitment fee in the amount of US$2.19 million, payable upon completion of the Arrangement, provided that the Initial Backstoppers have funded its commitments and any additional subscriptions in accordance with the terms of the Backstop Commitment Letter. Upon completion of the Arrangement, this fee will be used by the Initial Backstoppers to acquire additional New Common Shares.

In addition, the Backstoppers will be paid a non-refundable cash funding fee in the amount of US$2.92 million, payable upon completion of the Arrangement, provided that the Backstoppers have funded their commitments and any additional subscriptions in accordance with the terms of the Backstop Commitment Letter. Upon completion of the Arrangement, this fee will be used by the Backstoppers to acquire additional New Common Shares.

In making your decision as to whether or not to participate in the New Equity Subscription Offering, you should rely only on the information contained in the Management Proxy Circular, including the Plan of Arrangement attached as Appendix F thereto, in this Common Shareholders Participation Form, and to the extent that you are in the United States or you are a U.S. person (within the meaning of Regulation S under the U.S. Securities Act), on the Corporation’s registration statement on Form F-7, filed with the SEC). Just Energy has not authorized anyone to provide you with any different or supplemental information. If you receive any such information, you should not rely upon it.

The contents of the Management Proxy Circular or this Common Shareholders Participation Form should not be construed as legal, business or tax advice. You should consult your own legal counsel, business advisor and tax advisor as to those matters.

A summary of the terms of the New Equity Subscription Offering is set forth in the Management Proxy Circular under the heading “Description of the Recapitalization Transaction”. Eligible Common Shareholders that are considering participating in the New Equity Subscription Offering are urged to read the full text of the Management Proxy Circular, including the Plan of Arrangement attached as Appendix F thereto. Eligible Common Shareholders who are in the United States or are U.S. persons (within the meaning of Regulation S under the U.S. Securities Act) should also carefully read the registration statement on Form F-7 filed by the Corporation with the SEC, available on the SEC’s website at https://www.sec.gov/edgar.

Common Shareholders who are not Eligible Common Shareholders are not eligible to participate in the funding of the New Equity Subscription Offering in their capacity as such, as contemplated herein and as described in the Management Proxy Circular.

Holders of Common Shares will be presumed to be resident in the place of their registered address, or resident in the jurisdiction indicated to CDS or DTC in its subscription submitted through CDS or DTC, as applicable, unless the contrary is shown to the satisfaction of Just Energy. Registered holders of Common Shares that are resident outside of Canada and the United States will be sent a letter setting out the conditions required to be met, and procedures that must be followed if such holders wish to participate in the New Equity Subscription Offering. The Record Date establishes the cut-off date for the determination as to which holders of Common Shares may be Eligible Common Shareholders and therefore eligible for participation in the New Equity Subscription Offering. Holders of Common Shares who acquire Common Shares after the Record Date will not be permitted to participate in the New Equity Subscription Offering in respect of such Common Shares.

Additional Information regarding this Common Shareholders Participation Form

This Common Shareholders Participation Form should be read carefully in its entirety before this Common Shareholders Participation Form is completed. Any questions or requests for assistance or additional copies of this Common Shareholders Participation Form may be directed to the Corporation’s subscription agent and escrow agent, Kingsdale, as set forth on the back page of this Common Shareholders Participation Form. Eligible Common Shareholders should also contact their Intermediary for assistance concerning the completion of this Common Shareholders Participation Form. Eligible Beneficial Common Shareholders are NOT required to return this Common Shareholders Participation Form, but rather subscribe through their Intermediaries pursuant to the instructions set out herein. Notwithstanding the foregoing, the terms of this Common Shareholders Participation Form apply equally to Eligible Beneficial Common Shareholders in respect of the New Equity Subscription Offering.

By participating in the New Equity Subscription Offering or by executing this Common Shareholders Participation Form, the holder acknowledges receipt of the Management Proxy Circular and agrees to be bound by the terms and conditions set out therein and herein.

Each Eligible Common Shareholder has the right, but not the obligation, to participate in the New Equity Subscription Offering by subscribing for and purchasing up to its Common Share Pro Rata Share of the Offered Shares. Pursuant to the Backstop Commitment Letter, the Initial Backstoppers have severally agreed to subscribe for and purchase their Common Share Pro Rata Share of the New Equity Subscription Offering and to backstop those Offered Shares that are not otherwise subscribed for and taken up by other eligible securityholders.

Eligible Registered Common Shareholders (other than the Backstoppers) will not be permitted to participate in the New Equity Subscription Offering if Kingsdale, or such other Persons as may be designated by the Corporation, has not received (i) the Common Shareholders Participation Form properly completed and duly executed, or other form of instruction acceptable to the Corporation and (ii) such holder’s Subscription Amount, in each case on or prior to the Deadline.

Participating Common Shareholders who hold their Common Shares in registered form are required to forward, in immediately available funds by Bank Draft, Money Order, or other form of payment acceptable to Kingsdale, net of fees, an aggregate amount representing the Subscription Amount (defined below) so that it is received by no later than the Deadline, or such later date as the Corporation and the Backstoppers may agree, which later date (if any) shall be disclosed by press release, failing which the participation of the Participating Common Shareholder in the New Equity Subscription Offering will be deemed to be null and void.

Eligible Beneficial Common Shareholders (other than the Backstoppers) will not be permitted to participate in the New Equity Subscription Offering if (i) CDS or DTC, or such other Persons as may be designated by the Corporation, has not received the subscription duly completed by the applicable Intermediaries, or other form of instruction acceptable to the Corporation in advance of the Deadline, or if (ii) CDS or DTC has not received such holder’s Subscription Amount on or prior to the Deadline.

Intermediaries who beneficially hold Common Shares for Participating Common Shareholders are required to deliver the aggregate Subscription Amount received by the Intermediary to CDS or DTC by no later than the Deadline, or such later date as the Corporation and the Backstoppers may agree, which later date (if any) shall be disclosed by press release, failing which the participation of the Participating Common Shareholder in the New Equity Subscription Offering will be deemed to be null and void.

PARTICIPATION IN THE NEW EQUITY SUBSCRIPTION OFFERING – COMMON SHAREHOLDERS

IMPORTANT - READ CAREFULLY
This Common Shareholders Participation Form must be completed and executed by the registered holder(s). If Common Shares to which this Common Shareholders Participation Form relates are held by two or more joint holders, all such holders must sign this Common Shareholders Participation Form. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit proper evidence satisfactory to the Corporation or its representatives of such person’s authority so to act. Eligible Beneficial Common Shareholders are NOT required to complete and return this form, but rather subscribe through their Intermediaries pursuant to the procedures set out above.
*TO BE COMPLETED BY ALL REGISTERED HOLDERS OF COMMON SHARES:*
Full Legal Name of Registered Holder:
Authorized Signature of Holder:
Official Capacity or Title (please print):
Name of individual whose signature appears above if different than the name of the registered holder printed above:	(please print)

If you fail to make an election pursuant to this Common Shareholders Participation Form prior to 5:00 p.m. (Toronto Time) on the Deadline, you will not be eligible to subscribe for New Common Shares. ☐ ELECTION TO PURCHASE NEW COMMON SHARES OF A NUMBER SET FORTH BELOW. By checking this box, the undersigned holder hereby indicates that the number of its Committed Common Shares is ___________________________________________,⁽¹⁾ representing an aggregate subscription amount payable by the undersigned of C$________________, being C$18.58 per 100 Committed Common Shares. ⁽¹⁾ Please see items 3-5 under “Procedures Relating to the New Common Shares Participation”.