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Argo Corporation — Proxy Solicitation & Information Statement 2022
Jun 17, 2022
47567_rns_2022-06-16_bb7914a8-fb8d-4eb6-afca-2a1c8fcc4798.pdf
Proxy Solicitation & Information Statement
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Form of Proxy – Annual and Special Meeting of Facedrive Inc. to be held on July 12, 2022. Traders Bank Building
702, 67 Yonge Street Toronto, ON M5E 1J8
| Form of Proxy – Annual and Special Meeting of Facedrive Inc. to be held on |
July 12, 2022.Traders Bank Building 702, 67 Yonge Street Toronto, ON M5E 1J8 |
|---|---|
| Appointment of Proxyholder I/We being the undersigned holder(s) of Facedrive Inc.hereby appointJunaid Razvi or failing this person,Suman Pushparajah OR |
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 Facedrive Inc. to be held at https://web.lumiagm.com/233458155 on July 12, 2022 at 10:00a.m. Eastern time or at any adjournment thereof.
| For | Against | ||
|---|---|---|---|
| 1. | Number of Directors. To set the number of directors to be elected at the Meeting at five (5). | ||
| 2. | Election of Directors. ForWithhold ForWithhold |
For | Withhold |
| a. Hamilton Jeyaraj b. Mujir Muneeruddin c. Suman Pushparajah |
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| d. Junaid Razvi e. Susan Uthayakumar |
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| 3. | Appointment of Auditors. to appoint SRCO LLP as the auditor of the Corporation until the next annual meeting of Shareholders and to authorize the directors to For |
Withhold | |
| fix the remuneration thereof. | |||
| 4. | Stock Option Plan: to consider and, if deemed appropriate, to pass, with or without variation, a resolution of the Shareholders approving the stock option For |
Against | |
| plan of the Corporation (the “2022 Stock Option Plan”), as more specifically set out in the accompanying management information circular of the Corporation | |||
| dated June 12, 2022 (“Information Circular”). | |||
| 5. | PRSU Plan:to consider and, if deemed appropriate, to pass, with or without variation, a resolution of the Shareholders approving the performance and For |
Against | |
| restricted share unit plan of the Corporation (the “2022 PRSU Plan”), as more specifically set out in the accompanying Information Circular. | |||
| 6. | Name Change:to consider and, if deemed appropriate, to pass, with or without variation, a resolution of the Shareholders authorizing the Board to amend the For |
Against | |
| Articles of Incorporation of the Company to reflect a name change to “STEER Technologies Inc.”, as more specifically set out in the accompanying Information Circular. |
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| 7. | Registered Address Change:to consider and, if deemed appropriate, to pass, with or without variation, a resolution of the Shareholders authorizing the Board For |
Against |
7. Registered Address Change: to consider and, if deemed appropriate, to pass, with or without variation, a resolution of the Shareholders authorizing the Board to change the registered head office of the Company to 100 Consilium Place, Suite 400, Toronto, Ontario, M1H 3E3, as more specifically set out in the accompanying 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.
Signature(s):
Date / / MM / DD / YY
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.
Annual Financial Statements – Check the box to the right if you would like to DECLINE to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.
This form of proxy is solicited by and on behalf of Management of Facedrive Inc.
Proxies must be received by 10:00 a.m. Eastern time, on July 08, 2022.
Notes to Proxy
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Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual and Special 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.
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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, 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 or other matters that may properly come before the meeting.
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This proxy should be read in conjunction with the accompanying documentation provided by Management.
INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:
To Vote Your Proxy Online please visit:
https://login.odysseytrust.com/pxlogin and click on
. You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.
Shareholder Address and Control Number Here
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 www.odysseycontact.com
To Virtually Attend the Meeting:
You can attend the meeting virtually by visiting https://web.lumiagm.com and entering the meeting ID 233458155. You will require your 12 digit control number printed on the right side of this page. The meeting password is “steer2022” case sensitive.
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.