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ANNUAL
MEETING OF STOCKHOLDERS OF
GTT
COMMUNICATIONS, INC.
May
27, 2020
PROXY
VOTING INSTRUCTIONS
INTERNET
- Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone.
Have your proxy card available when you access the web page.
Vote
online/phone until 11:59 PM EST the day before the meeting.
MAIL
- Sign, date and mail your proxy card in the envelope provided as soon as possible.
AT
THE MEETING - You may vote your shares during the virtual Annual Meeting by visiting https://web.lumiagm.com/282942326,
entering the control number found on this proxy card and the password “gtt2020” (case sensitive) and following the
instructions.
GO
GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy materials, statements
and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy
online access.
COMPANY
NUMBER ACCOUNT NUMBER
NOTICE
OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card
are
available at www.gtt.net/us-en/investor-relations/sec-filings
Please detach along perforated line and mail in the envelope provided
IF you are not voting via the Internet.
21103030300000000000 6 052720
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
A. Election of Directors: B. Vote on Proposals
1. The Board of Directors recommends that you vote FOR the listed nominees.
FOR AGAINST ABSTAIN
NOMINEES:
2. The Board of Directors recommends that you
vote FOR the Proposal to
FOR ALL NOMINEES O Richard D. Calder, Jr.
O H. Brian Thompson approve the NOL Rights Agreement.
WITHHOLD AUTHORITY O S. Joseph Bruno
FOR ALL NOMINEES O Rhodric C. Hackman 3. The
Board of Directors recommends that you vote FOR the Proposal to FOR AGAINST ABSTAIN
O Howard E. Janzen
FOR ALL EXCEPT O Nick Adamo approve the non-binding advisory
resolution relating to the compensation
(See instructions below) O Theodore B. Smith, III of our named
executive officers.
O Elizabeth Satin FOR
AGAINST ABSTAIN
O Julius Erving 4. The Board of Directors recommends
that you vote FOR the ratification
O Benjamin Stein of the appointment of CohnReznick LLP as our
independent registered
O Zachary Sternberg public accounting firm for current fiscal
year ending December 31,
2020.
5. In their discretion, the proxies are authorized
to vote upon such other business as may
INSTRUCTIONS: To withhold authority to vote for any individual
nominee(s), mark “FOR ALL EXCEPT” properly come before the meeting.
and fill in the circle next to each nominee you wish to withhold, as
shown here:
THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED.
THIS
PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTIONS ARE GIVEN,
THIS PROXY
WILL BE VOTED "FOR" THE ELECTION OF ALL DIRECTORS,
"FOR" PROPOSAL 2,
"FOR" PROPOSAL 3 AND "FOR" PROPOSAL
4.
To
change the address on your account, please check the box at right and indicate your new address in the address space above. Please
note that changes to the registered name(s) on the account may not be submitted via this method.
Signature
of Stockholder Date:
Signature of Stockholder Date:
Note: Please
sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When
signing as executor, administrator, attorney, trustee or guardian, please give full
title
as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.
If signer is a partnership, please sign in partnership name by authorized person.
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