Bantam Capital Corporation — Proxy Solicitation & Information Statement 2020

Oct 13, 2020

IDG HOLDINGS INC

FORM OF PROXY

for the Annual Meeting of Shareholders of IDG HOLDINGS INC (the “Corporation”) to be held on November 27, 2020

THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE CORPORATION

The undersigned, being a shareholder of IDG HOLDINGS INC, hereby appoint (with full power of appointment and substitution), GLYNN JONES, SECRETARY or failing him, KIM JOHNSON, DIRECTOR or in place or stead of the foregoing, ___________________ as Proxy of the undersigned to attend the Annual Meeting of shareholders of the Corporation to be held at 4[th] Floor, 1007 Fort Street, Victoria, BC on Friday November 27, 2020 at 4:00 p.m. (Pacific time) and at any adjournment thereof. The undersigned hereby revokes any instrument of proxy heretofore given to attend and vote at the Meeting. Without limiting the general power hereby conferred, the person above named is directed to vote as follows:

1. On the election of directors:

TO VOTE FOR OR WITHHOLD FROM VOTING

Stephen G. Diakow   Kim Johnson   Glynn Jones   Xen Stefanopoulos  

(and, if no specification is made, the Proxyholder will vote FOR);

1. On the resolution to re-appoint KPMG, Chartered Accountants, as the auditors of the Corporation, and to authorize the directors to fix their remuneration:

TO VOTE FOR OR WITHHOLD FROM VOTING

 

(and, if no specification is made, the Proxyholder will vote FOR);

1. On the ordinary resolution to ratify the Stock Option Plan of the Corporation for another year:

TO VOTE FOR OR AGAINST

 

(and, if no specification is made, the Proxyholder will vote FOR);

This Proxy is solicited on behalf of the Management of the Corporation and will be voted as directed in the space provided above or, if no direction is given, it will be voted FOR each resolution.

The persons named in this Proxy are directors and officers of the Corporation. Each shareholder has the right to appoint a person, who need not be a shareholder, to attend and to act for him and

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on his behalf at the Special Meeting, other than the persons designated above. To exercise such right, the names of the persons designated by Management to act should be crossed out and the name of the shareholder’s appointee should be legibly printed in the blank space provided.

The undersigned revokes any instrument of proxy previously given and ratifies and confirms all that the person indicated above may do by virtue of this proxy.

DATEDthis ____________ day of _____________2020.Signature of ShareholderNumber of Shares Held
	Shareholder’s Name (Please Print)

Notes:

1. In the event that the date is not completed, this Proxy will be deemed to be dated upon the day that it is mailed to the Corporation.

2. This Proxy will not be valid and will not be acted upon or voted unless it is signed and delivered to the attention of the Corporation’s Secretary, 25-106-4480 West Saanich Road, Victoria, BC V8Z 3E9, or by e-mail: info@idgholdings.com, not later than 48 hours prior to the Meeting or any adjournment thereof.

3. In addition to any revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the security holder or his attorney duly authorized in writing or, if the security holder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized and deposited either at the registered office of the Corporation, 25-106-4480 West Saanich Road, Victoria, BC V8Z 3E9, at any time up to and including 4:30 p.m. on the last Business Day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or by e-mail: info@idgholdings.com, or with the Chairman at the Meeting on the day of the Meeting, or any adjournment thereof and upon such deposit, the proxy is revoked.

4. The signature on this Form of Proxy should be exactly the same as the name in which the shares are registered. If the appointer is a corporation, the Form of Proxy must be executed under its corporate seal and signed by an officer or attorney duly authorized. Persons signing as executors, administrators, trustees, etc. should so indicate.

5. This Proxy confers discretion upon the Proxyholder to vote upon any amendments or variations of the matters scheduled for the Meeting or any adjournment thereof.

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