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Bridgemarq Real Estate Services Inc. Proxy Solicitation & Information Statement 2021

Mar 29, 2021

46700_rns_2021-03-29_a743baba-5638-4735-b749-e6853c192e9e.pdf

Proxy Solicitation & Information Statement

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BRIDGEMARQ REAL ESTATE SERVICES INC.

( incorporated under the laws of the Province of Ontario )

PROXY

PROXY, solicited by management, for the annual general meeting (the “Meeting”) of holders of Restricted Voting Shares and Special Voting Shares (collectively “Shareholders”) of Bridgemarq Real Estate Services Inc. (the “Company”), to be held on Tuesday, the 11[th] day of May, 2021 at 10:00 a.m. (Toronto time) via live audio webcast at https://web.lumiagm.com/446931801. The password to access the Meeting is “bridgemarq2021” and is case sensitive.

The undersigned registered Shareholder of the Company hereby appoints Spencer Enright, or failing him Joe Freedman, each being a director of the Company (or in lieu thereof ....................................................................... ), as proxy of the undersigned, with the power of substitution, to attend and vote on behalf of the undersigned at the Meeting of the Company to be held on Tuesday, May 11, 2021 and at any adjournments or postponements thereof, on the following matters:

Note: If you are appointing a proxyholder other than the management nominees, you MUST contact AST Trust Company (Canada) (“AST”) by phone at 1-866-751-6315 (within North America) or 212-235-5754 (outside North America) or online at

https://lp.astfinancial.com/ControlNumber no later than 10:00 a.m. (Toronto time) on May 7, 2021 so that AST may provide the proxyholder with a Control Number via email. This Control Number will allow your proxyholder to log in and vote at the Meeting. Without a Control Number, your proxyholder will only be able to log into the Meeting as a guest and will not be able to vote .

  • A. Election of Independent Directors

FOR WITHHOLD

  1. Colum Basatable

  2. Lorraine Bell

  3. Gail Kilgour

  • B. Appointment of External Auditor (mark only one of “FOR” or “WITHHOLD”)

FOR the appointment of Deloitte LLP as the external auditor and authorizing the directors to set the external auditor’s remuneration; or

WITHHOLD from voting on the appointment of Deloitte LLP as the external auditor and authorizing the directors to set the external auditor’s remuneration.

In addition, the undersigned appoints such person as proxy to vote and act as aforesaid upon any amendments or variations to the matters identified in the accompanying Notice of Annual Meeting of Shareholders and Availability of Investor Materials (the “Notice”) and on all other matters that may properly come before the Meeting. The Shares represented by this proxy will be voted or withheld from voting as directed by the Shareholder. In the absence of such directions, Shares represented by proxies received by the Company will be voted FOR each of the Independent Director nominees and FOR the appointment of Deloitte LLP as external auditor, and in favour of management’s proposals generally.

Name of Registered Shareholder: ______ ______________________________________

Signature of Registered Shareholder: _________________________________________

Number of Shares: _______________________________________________________

Date: __________________________________________________________________

NOTES:

  1. If this proxy is not dated in the space provided, it will be deemed to bear the date on which it was mailed to the Shareholder.

  2. If the Shareholder completing this proxy is an individual, please sign exactly as your Shares are registered.

    • If the Shareholder completing this proxy is a corporation, this proxy must be executed by a duly authorized officer or attorney of the Shareholder and, if the corporation has a corporate seal, its corporate seal should be affixed.

If the Shares are registered in the name of an executor, administrator or trustee, please sign exactly as the Shares are registered. If the Shares are registered in the name of the deceased or other Shareholder, the Shareholder’s name must be printed in the space provided, the proxy must be signed by the legal representative with his or her name printed below his or her signature and evidence of authority to sign on behalf of the Shareholder must be attached to this proxy.

  1. To be valid, this proxy must be signed and mailed, using the return envelope enclosed to AST Trust Company (Canada), Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1, sent by fax at 416-368-2502 or 1-866781-3111 or sent by e-mail at [email protected] by no later than 10:00 a.m., (Toronto time), on Friday May 7, 2021 or, if the Meeting is adjourned or postponed, 24 hours (excluding Saturdays, Sundays and holidays) before the commencement of any adjourned or postponed meeting.

  2. Every Shareholder has the right to appoint a person (who need not be a Shareholder of the Company) to represent him or her at the Meeting other than the persons designated in this form of proxy. If you wish to appoint a person other than the persons designated herein, please insert the name of your chosen proxyholder in the space provided and deliver the completed proxy to AST as set out above. In addition, you MUST also contact AST by phone at 1-866-751-6315 (within North America) or 212-235-5754 America) or 212-235-5754 (outside North America) or online at https://lp.astfinancial.com/ControlNumber no later than 10:00 a.m. (Toronto time) on May 7, 2021 so that AST may provide the proxyholder with a Control Number via email. This Control Number will allow your proxyholder to log in and vote at the Meeting. Without a Control Number, your proxyholder will only be able to log into the meeting as a guest and will not be able to vote .

  3. All Shareholders should refer to the accompanying Notice and the Management Information Circular of the Company dated March 26, 2021 (including the section entitled “Business of the Meeting - Election of Directors”) for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

  4. If a Share is held by two or more persons (for example, joint ownership, trustees, executors, etc.), any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote in respect thereof, but if more than one of them is present or represented by proxy, they shall vote together in respect of each share so held.