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Apex Resources Inc. Proxy Solicitation & Information Statement 2020

Apr 29, 2020

43828_rns_2020-04-28_7d27378e-66d5-4d40-ba31-b7df12ffcd5a.PDF

Proxy Solicitation & Information Statement

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ANNUAL MEETING OF SHAREHOLDERS OF XENON PHARMACEUTICALS INC.

June 1, 2020

Please sign, date and mail your proxy card in the envelope provided as soon as possible.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

x

MANAGEMENT RECOMMENDS VOTING “FOR” ALL OF THE FOLLOWING ITEMS AND "1 YEAR" FOR ITEM 3.

1. Election of Directors FOR WITHHOLD Michael Tarnow Mohammad Azab Clarissa Desjardins Steven Gannon Michael Hayden Frank Holler Gary Patou Simon Pimstone Dawn Svoronos 2. Compensation of Named Executive Officers FOR AGAINST ABSTAIN

Appointment of Proxyholder

I/We being holder(s) of Common Shares of Xenon Pharmaceuticals Inc. (the “Corporation”), hereby appoint Simon Pimstone, Chief Executive Officer of the Corporation or failing him, Ian Mortimer, President, Chief Financial Officer and Corporate Secretary of the Corporation OR, instead of any of the foregoing

Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the direction provided on all the foregoing matters and any other matter that may properly come before the Annual Meeting of Shareholders of the Corporation to be held at 11:30 a.m. PDT on June 1, 2020, at Xenon Pharmaceuticals Inc., 200 - 3650 Gilmore Way, Burnaby, British Columbia, Canada, 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.

Approve, on an advisory basis, the compensation of the Corporation’s named executive officers

3. Frequency of Future Shareholder Advisory Votes on the Compensation of Named Executive Officers

1 year 2 years 3 years ABSTAIN FOR AGAINST ABSTAIN FOR WITHHOLD

Approve, on an advisory basis, the frequency of future shareholder advisory votes to approve the compensation of the Corporation’s named executive officers

4. Amendment and Restatement of 2014 Equity Incentive Plan

Approve the amendment and restatement of the Corporation’s 2014 Equity Incentive Plan

5. Appointment of Auditor

Appointment of KPMG LLP as Auditor

6. Remuneration of Auditor

FOR AGAINST ABSTAIN

Authorizing the Audit Committee of the board of directors of the Corporation to fix the remuneration to be paid to the Auditor

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 all of the foregoing items and 1 YEAR for Item 3 by any of the proxyholders appointed by management of the Corporation or, if you appoint another proxyholder, as that 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.

Request for Financial Statements

In accordance with Canadian securities regulations, shareholders may elect to receive Interim Financial Statements and related MD&As, and may elect to not receive Annual Financial Statements and related MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

I am a shareholder of the Corporation, and as such request the following:

Annual Financial Statement with MD&A

(Mark this box if you would NOT like to receive the Annual Financial Statements and related MD&A)

Interim Financial Statement with MD&A

(Mark this box if you would like to receive the Interim Financial Statements and related MD&A)

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions.

If the cut-off time has passed, please fax this side to 718-765-8730.

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 Shareholder Date: Signature of Shareholder 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.