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Automotive Finco Corp. Proxy Solicitation & Information Statement 2021

Jan 5, 2021

44234_rns_2021-01-05_106a512b-f75b-401f-9d76-d1ee9af427fa.pdf

Proxy Solicitation & Information Statement

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AUTOMOTIVE FINCO CORP.

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Special Meeting to be held on January 29, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

  1. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. 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.

  2. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

  3. 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.

  1. The securities represented by this proxy will be voted in favour of or voted against the matter described herein, as applicable, 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.

  2. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters which may properly come before the meeting or any adjournment or postponement thereof, in each case, to the extent permitted by law, whether or not the amendment or variation or other matter that comes before the meeting is or is not routine and whether or not the amendment, variation or other matter that comes before the meeting is contested.

  3. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 10:00 am, Eastern Time, on January 27, 2021.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Receive Documents To Virtually Attend Electronically the Meeti n g

To Vote Using the Telephone

To Vote Using the Internet

  • Call the number listed BELOW from a touch tone telephone.

  • Call the number listed BELOW from a touch • Go to the following web • You can enroll to receive future • You can attend the meeting virtually tone telephone. site: www.investorvote.com securityholder communications by visiting the URL provided on the

  • 1-866-732-VOTE (8683) Toll Free • Scan the QR code Smartphone? electronically by visiting www.investorcentre.com and clicking back of this proxy. to vote now. at the bottom of the page.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

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. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01OJRB

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Appointment of Proxyholder

I/We being holder(s) of Automotive Finco Corp. (the “Company”) hereby appoint: Kuldeep Billan or, failing him, Shannon Penney

OR

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

Note: If completing the appointment box above YOU MUST go to https://www.computershare.com/AutoFinco and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder 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 Special Meeting of the Company to be held online at https://web.lumiagm.com/240846349 using password: autofinco2021 (case sensitive) on January 29, 2021 at 10:00 am and at any adjournment or postponement thereof.

VOTING RECOMMENDATION IS INDICATED BY HIGHLIGHTED TEXT OVER THE BOX.

For Against

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Reduction of Stated Capital – To consider and, if deemed advisable, to pass with or without variation, a special resolution, the full text of which is set out in the accompanying management information circular (the “Circular”), authorizing a reduction of the stated capital of the Common Shares of the Company, as more particularly described in the Circular.

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Signature(s)

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 –Mark this box if you would like to receive interim financial statements and accompanying Management’s Discussion and Analysis by mail.

Annual Report – Mark this box if you would like to receive the Annual Report and accompanying Management’s Discussion and Analysis by mail.

Date

MM / DD / YY

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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