EXHIBIT 3 ROYAL GROUP TECHNOLOGIES LIMITED THIS PROXY IS SOLICITED BY MANAGEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 20, 2003 The undersigned holder of Subordinate Voting Shares Instructions: of ROYAL GROUP TECHNOLOGIES LIMITED (the "Corporation") hereby appoints Vic De Zen, Chairman of the Board and Chief Executive Officer or failing him, 1. THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE Douglas Dunsmuir, President or instead of CORPORATION. either of them, 2. Shareholders are entitled to vote at the Meeting either in person or by proxy. Whether or not you now plan to attend the Meeting, please complete and date this proxy, sign your name .............................................................. exactly as it appears on the form of proxy and return the proxy in the envelope enclosed for this as proxy of the undersigned, with full power of substitution, purpose. to attend, act and vote for the undersigned at the ANNUAL 3. If the shareholder is a corporation, this form of MEETING OF SHAREHOLDERS (THE "MEETING") TO BE HELD ON proxy must be signed under its corporate seal or FEBRUARY 20, 2003 AND AT ANY ADJOURNMENTS THEREOF, by a duly authorized officer or attorney thereof. on the following matters: A person signing on behalf of a shareholder must provide, with the proxy, satisfactory proof of such (a) VOTE [ ] or WITHHOLD FROM VOTING [ ] for the election person's authority and must indicate the capacity of Directors; in which such person is signing. 4. Shareholders whose shares are registered in the (b) VOTE [ ] or WITHHOLD FROM VOTING [ ] for the appointment name of a securities dealer, bank, trust company or of Auditors and the authorization of Directors to fix other intermediary should follow the directions the Auditors' remuneration. provided by their intermediary for filing proxies. 5. EACH SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON and conferring discretionary authority to vote on amendments TO REPRESENT THE SHAREHOLDER AT THE MEETING OTHER or variations to the matters referred to above and on such THAN THE PERSONS SPECIFIED ON THE FORM OF PROXY. other business as may properly come before the Meeting, hereby In order to do so, the shareholder may insert the revoking any proxy previously given. The shares represented by name of such person, who need not be a shareholder, this proxy will be voted or withheld from voting in accordance in the blank space provided in this proxy. with the instructions of the shareholder on any ballot that 6. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED may be called for AS SPECIFIED, BUT IF NO SPECIFICATION IS MADE IN RESPECT OF ANY MATTER, THIS PROXY WILL BE VOTED FOR EACH MATTER NOT SO SPECIFIED. 7. In the event this proxy is not dated, this proxy shall be deemed to bear the date on which it was mailed by Management. DATED this day of , 2003. --------- ----------- - -------------------------------------------- Signature of Shareholder(s) (should be as registered - see opposite 2.) - -------------------------------------------- Name(s) of Shareholder(s) (please print) TO BE VALID, THIS PROXY MUST BE DATED AND SIGNED ABOVE AND DEPOSITED WITH COMPUTERSHARE TRUST COMPANY OF CANADA AS SET OUT ON THE FIRST PAGE OF THE MANAGEMENT PROXY CIRCULAR BY 10:00 A.M. ON FEBRUARY 19, 2003.