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Atlas Energy Proxy Solicitation & Information Statement 2024

Jun 21, 2024

44474_rns_2024-06-21_21735258-974b-41f9-a717-b82d6bd71739.pdf

Proxy Solicitation & Information Statement

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WILLOW BIOSCIENCES INC.

Trader’s Bank Building 702, 67 Yonge Street Toronto ON M5E 1J8

Form of Proxy – Annual General and Special Meeting to be held on Friday, July 26, 2024

Appointment of Proxyholder

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

I/We being the undersigned holder(s) of Willow Biosciences Inc. (the “ Corporation ”) hereby appoint Dr. Chris Savile, the President and Chief Executive Officer of the Corporation or failing OR this person, Travis Doupe, Chief Financial Officer of the Corporation (“ Management Nominees ”)

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 General and Special Meeting (the “ Meeting ”) of Willow Biosciences Inc. to be held at the offices of Stikeman Elliott LLP, 4200 Bankers Hall West, 888 - 3rd Street S.W., Calgary, Alberta, T2P 5C5 and virtually at https://us02web.zoom.us/j/86955356177 Friday, July 26, 2024 at 9:00 a.m. (Calgary time) or at any adjournment thereof.

For Against 1. Number of Directors. To fix the number of directors to be elected at the Meeting to at five (5). 2. Election of Directors. For Withhold For Withhold For Withhold a. Dr. Chris Savile b. Donald Archibald c. Raffi Asadorian d. Al Foreman e. Dr. Jim Lalonde

1. Number of Directors. To fix the number of directors to be elected at the Meeting to at five (5).

For Withhold For Against

3. Appointment of Auditors. To appoint the auditors of the Corporation, KPMG LLP, to hold office until the next annual meeting of the Shareholders and to authorize the directors to fix their remuneration.

4. Share Award Incentive Plan. To approve the unallocated share units under the share award incentive plan of the Corporation, as more particular described in the Corporation’s accompanying management information circular dated June 17, 2024.

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 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.

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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 9:00 a.m., Calgary Time, on Wednesday July 24, 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.

  2. 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.

  3. This proxy should be signed in the exact manner as the name appears on the proxy.

  4. 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, this proxy will be voted as recommended by Management.

  6. 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.

  7. 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.

  8. 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.

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