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Blue Ant Media — AGM Information 2021
May 20, 2021
48037_rns_2021-05-20_6280a705-db77-4989-923a-a6936f17acbb.pdf
AGM Information
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Boat Rocker Media Inc
(the “Company”)
FORM OF PROXY (“PROXY”)
Annual Meeting June 16, 2021 at 11:00 a.m. (EDT) Via Audio Webcast at: https://virtual-meetings.tsxtrust.com/1137 Password: boat2021 (the “Meeting”)
RECORD DATE: May 7, 2021 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: June 14, 2021 at 11:00 a.m. (EDT)
VOTING METHOD
| INTERNET FACSIMILE |
Go towww.voteproxyonline.comand enter the 12 digit control numberabove |
|---|---|
| 416-595-9593 | |
| TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario,M5H 4H1 |
The undersigned hereby appoints David Fortier, Co-Executive Chairman of the Company, whom failing Ivan Schneeberg, Co-Executive Chairman of the Company (the “Management Nominees”), or instead of any of them, the following Appointee
Please print appointee name
as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.
- SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES
| 1. Election of Directors | 1. Election of Directors | FOR | FOR | FOR | FOR | FOR | FOR | WITHHOLD | WITHHOLD | WITHHOLD | WITHHOLD | WITHHOLD | WITHHOLD |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| a) David Fortier |
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| b) Ivan Schneeberg |
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| c) John Young |
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| d) Quinn Mclean |
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| e) Sangeeta Desai |
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| f) Katherine Cunningham |
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| 2. Appointment of Auditor | FOR | WITHHOLD |
Appointment of PricewaterhouseCoopers LLP as Auditor of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
DECLARATION OF CANADIAN STATUS
The undersigned certifies that it has made reasonable inquiries as to the Canadian Person status of the registered holder (other than CDS) and the beneficial holder of the shares of the Company represented by this proxy and has read the definitions found on the reverse side so as to make an accurate declaration of status. The undersigned hereby certifies that the shares of the Company represented by this proxy are:
SELECT ONE OF THE TWO OPTIONS BELOW
A) Held, Beneficially Owned and Controlled by a Canadian Person
B) Held, Beneficially Owned or Controlled by a Non-Canadian Person
The requirement for the declaration of status is pursuant to authority under the Company’s articles and to enable the Company to maintain its eligibility and qualification under the Canadian Status Rules.
Any holding by CDS Clearing and Depository Services Inc. (“CDS”) will not be taken into account for the above purposes.
IF YOU DO NOT COMPLETE THE DECLARATION OF CANADIAN STATUS ABOVE, THE SHARES OF THE COMPANY REPRESENTED BY THIS PROXY MAY, IN THE COMPANY’S DISCRETION, BE DEEMED TO BE HELD, BENEFICIALLY OWNED AND CONTROLLED BY A NON-CANADIAN PERSON.
This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED
PLEASE PRINT NAME
Signature of registered owner(s) Date (MM/DD/YYYY)
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Proxy Voting – Guidelines and Conditions
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THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.
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THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
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If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
Request for Financial Statements
In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and 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 currently a security holder of the Company and as such request the following:
[Annual Financial Statements with MD&A ]
[Interim Financial Statements with 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 416-595-9593
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This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
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Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Company.
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To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.
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To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.
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If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.
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Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.
Investor inSite
TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.
Boat Rocker Media Inc 2021
MVS
DEFINTIONS
“Canadian Person” means a person who would qualify as Canadian for the purpose of achieving or preserving the Company’s or any of its Canadian subsidiaries’ status as a Canadian corporation for the purpose of the Canadian Status Rules;
“Canadian Status Rules” means (i) the ICA Canadian Status Rules, and (ii) if approved by the Board of Directors and each holder of Multiple Voting Shares (in each such holder’s sole discretion) outstanding at the time of assessment of whether the Company is a Canadian Person, the rules and presumptions for determining who is a “Canadian” for purposes of the tax credits determined by the Board and the holders of Multiple Voting Shares to be applicable to the Company or any subsidiary from time to time. For clarity, if the Board or any holder of Multiple Voting Shares does not approve of the use of a form of assessment of whether a person or entity is a Canadian Person other than the ICA Canadian Status Rules pursuant to subsection (ii) in the immediately preceding sentence, the applicable Canadian Status Rules shall be only the ICA Canadian Status Rules;
“ICA” means the Investment Canada Act;
“ICA” Canadian Status Rules” means the rules and presumptions for determining who is a “Canadian” for purposes of the Investment Canada Act; and
“Non-Canadian Person” is any person that is not a Canadian Person.
To register, please visit www.tsxtrust.com/investorinsite
Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.
www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL
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