Viemed Healthcare : 2024 Management Information and Proxy Circular

VIEMED HEALTHCARE, INC.

625 E. Kaliste Saloom Rd.

Lafayette, Louisiana 70508

April 26, 2024

Dear Shareholder:

It is my pleasure to invite you to attend the 2024 annual general and special meeting ("Meeting") of shareholders of Viemed Healthcare, Inc. (the "Corporation). The Meeting will be held at the principal executive offices of the Corporation, located at 625 E. Kaliste Saloom Road, Lafayette, Louisiana 70508 on Thursday, June 6, 2024 at 9:00 a.m. (CDT) to:

1. receive the audited consolidated financial statements of the Corporation, together with the auditors' reports thereon, for the fiscal years ended December 31, 2023 and 2022;
2. elect eight directors to serve until the next annual meeting of shareholders;
3. re-appointErnst & Young LLP as our auditors for the fiscal year ended December 31, 2024, and authorize the Board of Directors to fix the remuneration of the auditors;
4. consider and, if thought appropriate, pass an ordinary resolution to ratify, confirm and approve the 2024 Long Term Incentive Plan of the Corporation, as more particularly described in the Management Information and Proxy Circular; and
5. consider any other matters that may properly come before the Meeting or any adjournments or postponements thereof.

It is strongly recommended that you complete, date, sign and return the enclosed proxy card before June 4, 2024 to ensure that your shares will be represented at the Meeting.

The Notice of Meeting, Management Information and Proxy Circular and form of proxy and notes thereto for the Meeting are enclosed. These documents contain important information and I encourage you to read them carefully.

Yours truly,

/s/ Casey Hoyt

CASEY HOYT

Chief Executive Officer

VIEMED HEALTHCARE, INC.

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN THAT the 2024 annual general and special meeting(the "Meeting") of the shareholders of Viemed Healthcare, Inc. (the "Corporation") will be held at the principal executive offices of the Corporation, located at 625 E. Kaliste Saloom Road, Lafayette, Louisiana 70508, on Thursday, June 6, 2024 at 9:00 a.m. (CDT) for the following purposes:

1. to receive the audited consolidated financial statements of the Corporation, together with the auditors' reports thereon, for the fiscal years ended December 31, 2023 and 2022;
2. to elect eight directors to serve until the next annual meeting of shareholders;
3. to re-appoint Ernst & Young LLP as our auditors for the fiscal year ended December 31, 2024 and authorize the Board of Directors to fix the remuneration of the auditors;
4. to consider and, if thought appropriate, to pass an ordinary resolution to ratify, confirm and approve the 2024 Long Term Incentive Plan of the Corporation, as more particularly described in the Management Information and Proxy Circular; and
5. to consider any other matters that may properly come before the Meeting or any adjournments or postponements thereof.

Being made available along with this Notice of Meeting are: (1) the Management Information and Proxy Circular; (2) a form of proxy and notes thereto; and (3) the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023 (collectively, with this Notice of Meeting, the "proxy materials").

We have elected to use the notice-and-access provisions under rules adopted by the United States Securities and Exchange Commission (the "SEC") as permitted pursuant to National Instrument 51-102 - Continuous Disclosure Obligations and National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (collectively, the "Notice-and-Access Provisions"). The Notice-and-Access Provisions are a set of rules developed by the SEC and the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing us to post the proxy materials online. The Notice of Internet Availability of Proxy Materials you received regarding the Internet availability of our proxy materials (the "Notice") provides instructions on how to access the proxy materials and cast your vote via the Internet, by telephone or by mail. Shareholders will still receive the Notice and a form of proxy and may choose to receive a paper copy of any of the proxy materials.

We are furnishing the proxy materials to our shareholders over the Internet in accordance with the Notice-and-Access Provisions. You may read, print and download the proxy materials at www.viemed.com/investors. On or about April 26, 2024, we will mail our shareholders the Notice containing instructions on how to access our proxy materials and vote online. The Notice also provides instructions on how you can request proxy materials be sent to you by mail or email and how you can enroll to receive proxy materials by mail or email for future meetings. Shareholders with questions about notice-and-access can call the Corporation toll-free at 1-866-852-8343. Shareholders may obtain paper copies of the Management Information and Proxy Circular and any other proxy materials free of charge by calling 1-866-852-8343 at any time up until and including the date of the Meeting, including any adjournment or postponement thereof. Any shareholder wishing to obtain a paper copy of the proxy materials should submit its request no later than 12:00 p.m. (ET) on May 23, 2024 in order to receive paper copies of the proxy materials in time to vote before the Meeting. Under the Notice-and-Access Provisions, proxy materials will be available for viewing on the Corporation's website for one year from the date of posting.

The Board has fixed April 12, 2024 as the record date for the Meeting.

Following the Meeting, the voting results will be announced via press release and a report of voting results, which will be filed on the Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) at www.sec.gov/edgar and on the System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca/ following the Meeting.

If you are a registered shareholder of the Corporation and are unable to attend the Meeting, please date and execute the accompanying form of proxy for the Meeting and deposit it with Computershare Investor Services Inc. by mail at Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, or vote by telephone by entering the 15 digit control number (as found on the Notice) at 1-866-732-8683 (Canada and the U.S. only) or [phone] (outside Canada and the U.S.) or online by entering the 15 digit control number (as found on the Notice) at www.investorvote.com before 9:00 a.m. (CDT) on June 4, 2024, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or

postponement of the Meeting. We encourage shareholders currently planning to participate in the Meeting to submit their votes or form of proxy in advance so that their votes will be counted in the event of technical difficulties.

If you are a non-registeredshareholder of the Corporation and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary.

This Notice of Meeting, the Management Information and Proxy Circular, the form of proxy and notes thereto for the Meeting are first being made available to shareholders of the Corporation on or about April 26, 2024. Please review the Management Information and Proxy Circular carefully and in full prior to voting, as it has been prepared to help you make an informed decision on the matters to be acted upon.

DATED at Lafayette, Louisiana this 26th day of April, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Casey Hoyt

Casey Hoyt

Chief Executive Officer

TABLE OF CONTENTS

1. SOLICITATION OF PROXIES
2. NOTICE-AND-ACCESS
3. RECORD DATE
4. APPOINTMENT OF PROXIES
5. REVOCATION OF PROXIES
6. NON-REGISTEREDHOLDERS
7. EXERCISE OF DISCRETION BY PROXIES
8. INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
9. VOTING SECURITIES AND PRINCIPAL HOLDERS
10. BUSINESS OF THE MEETING
11. CORPORATE GOVERNANCE DISCLOSURE
12. EXECUTIVE COMPENSATION
13. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
14. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
15. DIRECTOR AND OFFICER INSURANCE
16. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
17. REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PARTIES
18. DELINQUENT SECTION 16(A) REPORTS
19. MANAGEMENT CONTRACTS
20. SHAREHOLDER PROPOSALS
21. SHAREHOLDERS SHARING THE SAME ADDRESS
22. PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
23. ADDITIONAL INFORMATION

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MANAGEMENT INFORMATION AND PROXY CIRCULAR

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF

VIEMED HEALTHCARE, INC.

(this information is given as of April 14, 2024)

1. SOLICITATION OF PROXIES

This management information and proxy circular (the "Circular") and accompanying form of proxy are furnished in connection with the solicitation, by management of Viemed Healthcare, Inc. (the "Corporation"), of proxies to be used at the annual general and special meeting of the holders (the "Shareholders") of common shares ("Common Shares") of the Corporation (the "Meeting") referred to in the accompanying Notice of Meeting (the "Notice of Meeting") to be held on June 6, 2024 at 9:00 a.m. (CDT) at the principal executive offices of the Corporation, located at 625 E. Kaliste Saloom Road, Lafayette, Louisiana 70508. The solicitation will be made primarily by mail, subject to the use of Notice-and-AccessProvisions (as defined below) in relation to delivery of the Meeting materials, but proxies may also be solicited personally or by telephone by directors and/or officers of the Corporation, or by the Corporation's transfer agent, Computershare Investor Services Inc. ("Computershare"), at nominal cost. The cost of solicitation by management will be borne by the Corporation. Pursuant to National Instrument 54-101- Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"),arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of the Common Shares. The cost of any such solicitation will be borne by the Corporation.

All references to currency in this Circular are in United States dollars, unless otherwise indicated. References to "USD" refer to United States dollars and references to "CAD" refer to Canadian dollars.

2. NOTICE-AND-ACCESS

The Corporation is sending out proxy-related materials to Shareholders using the notice-and-access provisions under rules adopted by the United States Securities and Exchange Commission (the "SEC") as permitted pursuant to National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102") and NI 54-101 (collectively, the "Notice-and-AccessProvisions"). The Corporation anticipates that use of the Notice-and-Access Provisions will benefit the Corporation by reducing the postage and material costs associated with the printing and mailing of the proxy-related materials and will additionally reduce the environmental impact of such actions.

Shareholders will be provided with electronic access to the Notice of Meeting and this Circular on the Corporation's website at www.viemed.com/investors. They can also be found on the Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") at www.sec.gov/edgar and the System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca.

Shareholders are reminded to review the Circular before voting. On or about April 26, 2024, we will begin mailing to Shareholders paper copies of a Notice of Internet Availability of Proxy Materials containing information prescribed by the Notice-and-Access Provisions, including instructions on how to access and review proxy materials as well as directions on how to vote by proxy. The Corporation will not use procedures known as 'stratification' in relation to the use of Notice-and-Access Provisions. Stratification occurs when an issuer using Notice-and-Access Provisions sends a paper copy of the Circular to some securityholders with a notice package.

Shareholders with questions about notice-and-access can call the Corporation toll-free at 1-866-852-8343. Shareholders may obtain paper copies of the Circular free of charge by calling 1-͏866-852-8343 at any time up until and including the date of the Meeting, including any adjournment or postponement thereof. Any Shareholder wishing to obtain a paper copy of the Meeting materials should submit its request no later than 12:00 p.m. (ET) on May 23, 2024 in order to receive paper copies of the Meeting materials in time to vote before the Meeting. Under the Notice-and-Access Provisions, Meeting materials will be available for viewing on the Corporation's website for one year from the date of posting.

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3. RECORD DATE

Shareholders of record at the close of business on April 12, 2024 (the "Record Date") are entitled to receive notice of and attend the Meeting in person or by proxy and are entitled to one vote for each Common Share registered in the name of such Shareholder in respect of each matter to be voted upon at the Meeting.

4. APPOINTMENT OF PROXIES

The persons named in the enclosed form of proxy are directors and/or officers of the Corporation. Each Shareholder submitting a proxy has the right to appoint a person or company (who need not be a Shareholder), other than the persons named in the enclosed form of proxy, to represent such Shareholder at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting the name of such representative in the blank space provided in the enclosed form of proxy. All proxies must be executed by the Shareholder or his or her attorney duly authorized in writing or, if the Shareholder is a corporation, by an officer or attorney thereof duly authorized.

A proxy will not be valid for the Meeting or any adjournment or postponement thereof unless it is completed and delivered to Computershare before 9:00 a.m. (CDT) on June 4, 2024, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting in accordance with the delivery instructions below or delivered to the chairman (the "Chairman") of the board of directors of the Corporation (the "Board") on the day of the Meeting, prior to the commencement of the Meeting or any adjournment or postponement thereof. The time limit for deposit of proxies may be waived or extended by the Chairman of the Meeting at his discretion, without notice.

A registered Shareholder may submit his/her/its proxy by mail, by telephone or over the Internet in accordance with the instructions below. A non-registered Shareholder should follow the instructions included on the voting instruction form provided by his or her Intermediary (as defined below).

Voting Instructions for Registered Holders

A registered Shareholder may submit a proxy by (i) mailing a copy to Computershare Investor Services Inc., Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, (ii) telephone by entering the 15 digit control number (as found on the Notice of Internet Availability of Proxy Materials) at 1-866-732-8683 (Canada and the U.S. only) or [phone] (outside Canada and the U.S.), or (iii) online by entering the 15 digit control number (as found on the Notice of Internet Availability of Proxy Materials) at www.investorvote.com before 9:00 a.m. (CDT) on June 4, 2024, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting.

5. REVOCATION OF PROXIES

Proxies given by Shareholders for use at the Meeting may be revoked at any time prior to their use. Subject to compliance with the requirements described in the following paragraph, the giving of a proxy will not affect the right of a Shareholder to attend, and vote in person at, the Meeting.

In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or his/her attorney duly authorized in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized and deposited with Computershare, in a manner provided above under "Appointment of Proxies", at any time up to and including ͏9:00 a.m. (CDT) ͏on June 4, 2024 (or, if the Meeting is adjourned or postponed, 48 hours (Saturdays, Sundays and holidays excepted) prior to the holding of the Meeting) or, with the Chairman at the Meeting on the day of such meeting or any adjournment or postponement thereof, and upon any such deposit, the proxy is revoked.

6. NON-REGISTERED HOLDERS

Only registered Shareholders, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a non-registered Shareholder (a "Non-RegisteredHolder") are registered either (i) in the name of an intermediary (each, an "Intermediary" and collectively, the "Intermediaries") that the Non-Registered Holder deals with in respect of the Common Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans, or (ii) in the name of a clearing agency (such as the Depository Trust Company or CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

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In accordance with applicable laws, Non-Registered Holders who have advised their Intermediary that they do not object to the Intermediary providing their ownership information to issuers whose securities they beneficially own ("Non-ObjectingBeneficial Owners," or "NOBOs") will receive by mail a letter with respect to the Notice of Internet Availability of Proxy Materials. This Circular and the Notice of Meeting may be found at and downloaded from www.viemed.com/investors.

NOBOs who have standing instructions with the Intermediary for physical copies of this Circular will receive by mail the Notice of Internet Availability of Proxy Materials, this Circular and the Notice of Meeting.

Intermediaries are required to forward the Notice of Internet Availability of Proxy Materials to Non-Registered Holders who have advised their Intermediary that they object to the Intermediary providing their ownership information ("Objecting Beneficial Owners," or "OBOs") unless a Non-Registered Holder has waived the right to receive them. Intermediaries will generally use service companies (such as Broadridge Financial Solutions, Inc.) to forward proxy-related materials to OBOs. Generally, OBOs who have not waived the right to receive proxy-related materials will either:

1. be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is restricted as to the number and class of securities beneficially owned by the OBO but which is not otherwise completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case, the OBO who wishes to vote by proxy should otherwise properly complete the form of proxy and deliver it as specified; or
2. be given a Voting Instruction Form which the Intermediary must follow. The OBO should properly complete and sign the Voting Instruction Form and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Holder who receives either form of proxy wish to vote in person at the Meeting if a ballot is called, the Non-Registered Holder should strike out the persons named in the form of proxy and insert the Non- Registered Holder's name in the blank space provided. Non-Registered Holders should carefully follow the instructions of their Intermediary including those regarding when and where the form of proxy or Voting Instruction Form is to be delivered.

Management of the Corporation does not intend to pay for Intermediaries to forward the Notice of Internet Availability of Proxy Materials to OBOs. An OBO will not receive the Notice of Internet Availability of Proxy Materials unless the Intermediary assumes the cost of delivery.

7. EXERCISE OF DISCRETION BY PROXIES

Common Shares represented by properly executed proxies in favor of the persons named in the enclosed form of proxy will be voted on any ballot that may be called for and, where the person whose proxy is solicited specifies a choice with respect to the matters identified in the proxy, the Common Shares will be voted or withheld from voting in accordance with the specifications so made. Where Shareholders have properly executed proxies in favor of the persons named in the enclosed form of proxy and have not specified in the form of proxy the manner in which the named proxies are required to vote the Common Shares represented thereby, such shares will be voted in favor of the passing of the matters set forth in the Notice of Meeting. If a Shareholder appoints a representative other than the persons designated in the form of proxy, the Corporation assumes no responsibility as to whether the representative so appointed will attend the Meeting on the day thereof or any adjournment or postponement thereof.

The enclosed form of proxy confers discretionary authority with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters that may properly come before the Meeting. At the date hereof, the management of the Corporation and the directors of the Corporation know of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which at present are not known to the management of the Corporation and the directors of the Corporation should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

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8. INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as described elsewhere in this Circular, management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of (a) any director or executive officer of the Corporation, (b) any proposed nominee for election as a director of the Corporation, and (c) any associates or affiliates of any of the persons or companies listed in (a) and (b), in any matter to be acted on at the Meeting.

9. VOTING SECURITIES AND PRINCIPAL HOLDERS

As at the Record Date, the Corporation had 38,820,766 Common Shares outstanding, representing the Corporation's only securities with respect to which a voting right may be exercised at the Meeting. Each Common Share carries the right to one vote at the Meeting. A quorum for the transaction of business at the Meeting is one or more shareholders, or one or more proxyholders representing one or more shareholders, present at the Meeting, holding or representing not less than thirty three and one- third percent (33 1/3%) of the issued and outstanding Common Shares enjoying voting rights at the Meeting. Brokers and other intermediaries, holding Common Shares in street name for their customers, are required to vote the shares in the manner directed by their customers. Under the rules that govern brokers who are voting with respect to Common Shares that are held in street name, brokers have discretion to vote such shares on routine matters, but are prohibited from giving proxies to vote on non- routine matters (including, but not limited to, the election of directors and the ordinary resolution to ratify, confirm and approve the 2024 Long Term Incentive Plan) unless the beneficial owner of such Common Shares has given voting instructions on the matter. The absence of a vote on a matter where the broker has not received written voting instructions from a beneficial owner is referred to as a "broker non-vote." Any Common Shares represented at the Meeting but not voted (whether by broker non-vote or otherwise) will have no impact on the outcome of any matters to be acted upon at the Meeting, though Common Shares subject to abstentions or broker non-votes still count towards the quorum requirements for the Meeting.

Other than as disclosed under "Principal Shareholders" below, to the knowledge of the directors and senior officers of the Corporation as at the date hereof, based on information provided on the System for Electronic Disclosure by Insiders (SEDI) and on information filed by third parties on SEDAR+, no person beneficially owns or exercises control or direction over securities carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Corporation entitled to be voted at the Meeting.

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Directors and Executive Officers

The following table shows the number of our Common Shares beneficially owned as of April 12, 2024, by each director or director nominee, the executive officers named in the "Summary Compensation Table" and all directors and executive officers as a group. None of these shares are pledged as security.

Name of Beneficial Owner		Amount and Nature of		Percent of Common Shares
	Beneficial Ownership(1)		Outstanding(2)
Casey Hoyt	3,090,189(3)	8.0%
Michael Moore	2,520,918(4)	6.5%
W. Todd Zehnder	882,112(5)	2.3%
Trae Fitzgerald	283,059(6)	*
Jerome Cambre	261,515(7)	*
Dr. William Frazier	101,351(8)	*
Randy Dobbs	131,356(9)	*
Nitin Kaushal	286,124(10)	*
Timothy Smokoff	80,932	*
Bruce Greenstein	65,932	*
Sabrina Heltz	38,220	*
All directors and executive officers as a group (12 persons)	7,757,348(11)	20.0%

*Represents less than 1% of Common Shares outstanding.

(1)Beneficial ownership of Common Shares has been determined for this purpose in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities, has the right to acquire beneficial ownership within 60 days, or acquires such securities with the purpose or effect of changing or influencing the control of the Corporation.

(2)Based on 38,820,766 Common Shares issued and outstanding on April 12, 2024.

(3)Includes 918,037 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days. Mr. Hoyt's business address is 625 E. Kaliste Saloom Rd., Lafayette, Louisiana 70508.

(4)Includes 671,962 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days. Mr. Moore's business address is 625 E. Kaliste Saloom Rd., Lafayette, Louisiana 70508.

(5)Includes 658,228 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days.

(6)Includes 216,631 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days.

(7)Includes 187,058 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days.

(8)Includes 36,261 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days.

(9)Includes 36,261 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days.

(10)Includes 170,000 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days.

(11)Includes 2,903,146 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days.

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