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Aimia Inc. — Proxy Solicitation & Information Statement 2020
Apr 2, 2020
46343_rns_2020-04-02_ba07a49c-4dd1-4754-812e-7db509d32002.PDF
Proxy Solicitation & Information Statement
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Appointment of Proxyholder
I/We, being holder(s) of common shares of Aimia Inc. (the “Corporation”) hereby appoint: Charles Frischer or Philip Mittleman or
Print the name of the person you are appointing if this person is someone other than the individuals listed above
as proxyholder of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxyholder sees fit) on all the following matters and any other matter that may properly come before the annual and special meeting of the holders of common shares of the Corporation to be held online via live audio webcast at https://web.lumiagm.com/101271258 on April 29, 2020, at 10:30 a.m. (Eastern Daylight Time), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. If you appoint a proxyholder other than the two directors listed above, YOU MUST return your proxy by mail, fax or email and have the appointee call AST at 1-866-751-6315 (within North America) or 1 (212) 235-5754 (outside of North America) by no later than 10:30 a.m. (Eastern Daylight Time) on April 27, 2020, or prior to 10:30 a.m. (Eastern Daylight Time) on the second to last business day preceding any adjournment or postponement of the Meeting. Failing to register online will result in the proxyholder not receiving a control number, which is required to vote at the meeting.
Management recommends voting FOR the following Resolutions. Please use a dark black pencil or pen.
| 1. | Election of Directors | FOR | WITHHOLD |
|---|---|---|---|
| 1. | Karen Basian | ||
| 2. | Charles Frischer | ||
| 3. | Sandra Hanington | ||
| 4. | Michael Lehmann | ||
| 5. | Philip Mittleman | ||
| 6. | David Rosenkrantz | ||
| 7. | Jordan G. Teramo | ||
| 2. Appointment of AuditorsAppointment of PricewaterhouseCoopers LLP as | FOR | WITHHOLD | |
| Auditors |
3. To consider and, if deemed advisable, to adopt a FOR AGAINST special resolution authorizing an amendment to the articles of amalgamation of the Corporation (the “Articles”) to change the province of the registered office of the Corporation as provided in its Management Information Circular dated March 27, 2020
4. To consider and, if deemed advisable, to adopt a special resolution authorizing an amendment to the Articles to consolidate the common shares of the Corporation as provided in the Corporation’s Management Information Circular dated March 27, 2020
5. To consider and, if deemed advisable, to adopt, on an advisory basis, the Corporation’s approach to executive compensation as provided in the Corporation’s Management Information Circular dated March 27, 2020
Under Canadian Securities Law, you are entitled to receive certain investor documents. If you wish to receive such material, please tick the applicable boxes below. You may also go to the AST (Canada) website https://ca.astfinancial.com/financialstatements and input code 2419a.
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I would like to receive quarterly financial statements
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I do not want to receive annual financial statements
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 FOR a matter by Management’s appointees or, if you appoint another proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.
_________________________________________________________ __________________ Signature(s) Date
Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 10:30 a.m. (Eastern Daylight Time) on April 27, 2020.
How to Vote
Proxy Form – Annual and Special Meeting of Shareholders of Aimia Inc. to be held on April 29, 2020 (the “Meeting”)
Notes to Proxy
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This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed. If the signatory is acting in a fiduciary or representative capacity, please provide full particulars of such appointment and authority.
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Except where a shareholder chooses to vote his or her shares by proxy using the telephone, a shareholder has the right to appoint a person to attend and act for him or her and on his or her behalf at the Meeting other than the persons designated in this Proxy. Such right may be exercised by filling in the name of such person in the blank space provided on the other side of this proxy. A person appointed as nominee to represent a shareholder need not be a shareholder of the Corporation. Any person appointed as proxyholder must attend the Meeting to vote.
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If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.
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Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Information Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.
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If a security is held by two or more individuals, any one of them who attends or is represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them attends or is represented by proxy, they must vote together in respect of such security.
All holders should refer to the Information Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.
This proxy is solicited by and on behalf of the Corporation’s Management.
TELEPHONE
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INTERNET TELEPHONE
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Go to www.astvotemyproxy.com Use any touch-tone phone, call toll Cast your vote online free in Canada and United States View Meeting documents 1-888-489-7352 and follow the voice instructions
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To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, do not return this proxy.
MAIL, FAX OR EMAIL
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Complete and return your signed proxy in the envelope provided or send to: AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1
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You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and the United States to 1-866-781-3111 or scan and email it to [email protected].
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An undated proxy is deemed to bear the date on which it is mailed by Management to you.
If you wish to receive investor documents electronically in the future, please visit https://ca.astfinancial.com/edelivery to enrol.
All proxies must be received by 10:30 a.m. (Eastern Daylight Time) on April 27, 2020.
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