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ACT Energy Technologies Ltd. — Proxy Solicitation & Information Statement 2024
Apr 3, 2024
42523_rns_2024-04-03_f2b4d309-ba6d-45d1-8c4f-f1469befb749.pdf
Proxy Solicitation & Information Statement
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Stock Exchange Tower 1230 – 300 5th Avenue SW Calgary AB T2P 3C4
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CATHEDRAL ENERGY SERVICES LTD.
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Form of Proxy – Annual and Special Meeting to be held on May 9, 2024.
Appointment of Proxyholder
I/We being the undersigned holder(s) of Cathedral Energy Services Ltd. (“ Cathedral ”) hereby appoint Thomas Connors, President & CEO, or failing this person, P. Scott OR MacFarlane, Interim Chief Financial Officer (the " Management Nominees ")
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:
as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder 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 Cathedral Energy Services Ltd. to be held at Cathedral's head office , located at 6030 – 3rd Street S.E., Calgary, Alberta, Canada at 3:30 p.m. (Mountain Time) or at any adjournment or postponement thereof.
| ForAgainst | ForAgainst | ||
|---|---|---|---|
| 1. | **Number of Directors.**To set the number of directors to be elected at the Meeting to at seven (7). | ||
| 2. | Election of Directors.ForWithholdForWithhold | ForWithhold | |
| a.Nyimas Ami H. (Ami) Ariefb.Ian S. Brownc.Thomas (Tom) J. Connors | |||
| d.Shuja Gorayae.Roderick (Rod) D. Maxwellf.Scott Sarjeant | |||
| g.Dale E. Tremblay | |||
| 3. | **Appointment of Auditors.**To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the auditors of Cathedral until the next annual | For | Withhold |
| meeting of Shareholders and to authorize the Directors to fix their remuneration for the ensuing year. | |||
| 4. | **Stock Option Plan.**To pass an ordinary resolution approving all unallocated entitlements under Cathedral's stock option plan, as more particularly described | For | Against |
| in the management information circular of Cathedral dated March 25, 2024 (the "Information Circular") accompanying this Notice of Annual and SpecialMeetingof Shareholders. | |||
| 5. | **Name Change.**To pass a special resolution to approve an amendment to the articles of Cathedral to change the name of Cathedral to “ACT Technology | For | Against |
| Services Ltd.” or such other name as the board of directors of Cathedral (the “Board”), in its sole discretion, deems appropriate and as may be approved | |||
| by applicable regulatory authorities, as more particularly described in the Information Circular. | |||
| 6. | **Consolidation.**To pass a special resolution authorizing the Board to, in its discretion, file articles of amendment to Cathedral’s articles to consolidate (or | For | Against |
| reverse split) the Common Shares into a lesser number of Common Shares at a consolidation ratio to be determined by the Board but within the range of | |||
| 1 tlidti h f fi 5 t t 10lidti C Sh till dibd i th Ifti Cil |
6. Consolidation. To pass a special resolution authorizing the Board to, in its discretion, file articles of amendment to Cathedral’s articles to consolidate (or reverse split) the Common Shares into a lesser number of Common Shares at a consolidation ratio to be determined by the Board but within the range of - -
one (1) post consolidation share for every five (5) to ten (10) pre consolidation Common Shares, as more particularly described in the Information Circular.
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.
Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.
Signature(s):
Date
MM / DD / YY Annual Financial Statements – Check the box to the right if you would like to NOT RECEIVE the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.
INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:
This form of proxy is solicited by and on behalf of Management. Proxies must be received by 3:30 p.m., Mountain Time, on May 7, 2024.
Notes to Proxy
1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
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If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
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This proxy should be signed in the exact manner as the name appears on the proxy.
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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, and if the proxy appoints the Management Nominees, this proxy will be voted as recommended by Management.
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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.
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This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting and Information Circular or other matters that may properly come before the meeting, or any adjournment or postponement thereof.
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This proxy should be read in conjunction with the accompanying documentation provided by Management.
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To Vote Your Proxy Online please visit: https://login.odysseytrust.com/pxlogin
You will require the CONTROL NUMBER printed with your address to the right.
If you vote by Internet, do not mail this proxy.
To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/ .
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. A return envelope has been enclosed for voting by mail.