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Bonterra Energy Corp. Proxy Solicitation & Information Statement 2023

Apr 18, 2023

43063_rns_2023-04-18_d717a252-a645-4ddf-8568-6589d856fc01.pdf

Proxy Solicitation & Information Statement

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Form of Proxy – Annual and Special Meeting to be held on Thursday, May 18, 2023 Stock Exchange Tower

Appointment of Proxyholder

I/We being the undersigned holder(s) of Bonterra Energy Corp. hereby appoint Patrick G. Oliver, Director, President and Chief Executive Officer of the Corporation or failing this person, Robb D. Thompson, Chief Financial Officer and Corporate Secretary of the Corporation.

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 Bonterra Energy Corp. to be the Bow Glacier Room/Bow River Room, 3rd Floor, Centennial Place, West Tower, 250 5th Street SW, Calgary, Alberta, on Thursday, May 18, 2023 at 10:00 a.m. (Calgary time) or at any adjournment thereof.

OR

1.Election of Directors. For Withhold For Withhold For Withhold
a.John J. Campbell b. Stacey E. McDonald c. Patrick G. Oliver
d.Jacqueline R. Ricci e. D. Michael G. Stewart f. Rodger A. Tourigny
2.Appointment of Auditors. AppointmentofDeloitte LLP, Chartered Professional Accountants as the auditors ofthe Corporation for the ensuingyear and to authorize the Board of Directors to fix their remuneration. For Withhold
3.Stock Option Plan. An ordinary resolution to approve the unallocated options under the Corporation's Stock Option Plan. For Against
Authorized Signature(s) –This section must be completed for yourinstructions to be executed. Signature(s): Date
I/Weauthorize you to act in accordance with my/our instructions set out above. I/We herebyrevoke any proxy previously given with respect to the Meeting. If no voting instructions areindicated above, this Proxy will be voted as recommended by Management. //MM / DD / YY
Interim Financial Statements –Check theboxto the rightif youwould like to RECEIVEinterim financial statements andaccompanying Management's Discussion & Analysis by mail.Seereverse for instructions to sign up for delivery by email. Annual Report –Check thebox to the right if you would liketo DECLINEto receivethe Annual Report and accompanyingManagement's Discussion and Analysis by mail.

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 10:00 a.m., Calgary time, on Tuesday, May 16, 2023.

Notes to Proxy

    1. 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.
    1. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all 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.
    1. This proxy should be signed in the exact manner as the name appears on the proxy.
    1. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
    1. 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 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.
    1. 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.
    1. 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:

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 submit your proxy 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 www.odysseycontact.com

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.

Shareholder Address and Control Number Here