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Canadian Utilities Limited — Proxy Solicitation & Information Statement 2023
Mar 30, 2023
43729_rns_2023-03-30_30938158-4ee3-4520-897e-374b74be691c.pdf
Proxy Solicitation & Information Statement
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VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES
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CANADIAN UTILITIES LIMITED CLASS B COMMON SHARES
THIS FORM OF PROXY (“PROXY”) IS SOLICITED ON BEHALF OF THE MANAGEMENT OF CANADIAN UTILITIES LIMITED FOR THE ANNUAL MEETING OF SHARE OWNERS (THE “MEETING”) TO BE HELD IN PERSON AT THE FAIRMONT HOTEL MACDONALD AT 10065 – 100 STREET, EDMONTON, ALBERTA, ON WEDNESDAY, MAY 3, 2023 AT 10:00 A.M. (MOUNTAIN DAYLIGHT TIME) AND AT ANY ADJOURNMENT(S) OR POSTPONMENT(S) THEREOF.
I/We, being share owner(s) of Class B common shares of Canadian Utilities Limited (the "Company" or “CU”), hereby appoint: N.C. Southern, Chair & Chief Executive Officer, or, failing her, K.M. Brunner, Senior Vice President, General Counsel & Corporate Secretary OR
_________________________________________________________________________________________________ Print the name of the person you are appointing if this person is someone other than the individuals listed above
as the nominee of the undersigned to attend and act for the undersigned at the Meeting, in the same manner, to the same extent and with the same power as if the undersigned were present at the Meeting or at any adjournment(s) or postponement(s) thereof, including the right to appoint a substitute proxyholder; and without limiting the general authorization and powers hereby given, the undersigned share owner specifies and directs the person(s) above named that the shares registered in the name of the undersigned shall be voted as indicated below.
Note: If you are appointing a proxyholder other than the Canadian Utilities Limited designees listed above, you must return your form of proxy to TSX Trust Company (“TSXT”). Please see reverse for instructions.
| 1. | Election of Directors | ||
|---|---|---|---|
| FOR | AGAINST | ||
| 01 Matthias F. Bichsel | |||
| 02 Loraine M. Charlton | |||
| 03 Robert J. Hanf | |||
| 04 Kelly C. Koss-Brix | |||
| 05 Robert J. Normand | |||
| 06 Alexander J. Pourbaix | |||
| 07 Hector A. Rangel | |||
| 08 Laura A. Reed | |||
| 09 Robert J. Routs | |||
| 10 Nancy C. Southern | |||
| 11 Linda A. Southern-Heathcott | |||
| 12 Roger J. Urwin | |||
| 13 Wayne G. Wouters | |||
| _FOR _ | WITHHOLD | ||
| 2. | To vote upon the appointment ofPricewaterhouseCoopers LLP as the | ||
| auditor of the Company. |
The undersigned hereby revokes any proxies previously given with respect to the Meeting.
_________________________________________________________ ______________________ Signature(s) Date
Unless otherwise indicated, this proxy is to be voted in favour of each of the resolutions in respect of the election of directors and the appointment of the auditor, all as referred to herein. If any amendments or variations to matters identified in the Notice of Meeting are proposed at the Meeting or if any other matters properly come before the Meeting, discretionary authority is hereby conferred with respect thereto.
Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 5:00 p.m. (Eastern Daylight Time) on May 1, 2023 , or if the Meeting is adjourned or postponed, not less than 48 hours prior to such adjournment(s) or postponement(s) (excluding Saturdays, Sundays and holidays).
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Proxy – Annual Meeting of Share Owners of the Company to be held on May 3, 2023.
Notes:
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This proxy is for use by share owners of Class B common shares of the Company only.
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This proxy is solicited on behalf of the management of the Company and the costs thereof will be borne by the Company.
HOW TO VOTE PRIOR TO THE MEETING
TELEPHONE
INTERNET
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Go to www.meeting-vote.com Use any touch-tone phone and call toll free
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• Cast your vote online in Canada and United States • View Meeting documents 1-888-489-5760 and follow the voice instructions
To vote by telephone or internet you will need your control number. If you vote by internet, telephone or QR Code do not return this proxy.
QR Code
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A share owner has the right to appoint a proxyholder (who need not be a share owner) other than the persons designated on the reverse side of this proxy to attend and act for the share owner at the Meeting. To exercise this right, the share owner may insert the name of the desired person in the blank space provided and strike out the other names or may submit another appropriate proxy.
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This proxy should be signed in the exact manner as the name(s) appear on the proxy. If the shares are registered in the name of more than one owner (for example, joint owners, trustees, executors), then all registered owners should sign this proxy. If the shares are registered in the name of a corporation or other form of legal entity, this proxy must be signed by the authorized attorney or officer. If a proxy is signed by a person acting as an authorized attorney or officer or in some other representative capacity, documentation evidencing qualification and authority to act may be required.
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This proxy should be dated. If this proxy is not dated, it will be deemed to bear the date on which it is mailed to the share owner.
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To vote using your smartphone, please scan this QR Code
Complete and return your signed proxy in the envelope provided to:
TSX Trust Company Attention: Proxy Department P.O. Box 721 Agincourt, Ontario M1S 0A1
FAX
Fax your completed proxy to 1-416-595-9593
- If this proxy is duly deposited with TSXT, the shares represented will be voted or withheld from voting as directed by the share owner, but if no direction is made, this proxy will be voted in favour of the above matters. If the share owner specifies in this proxy with respect to any matters to be acted upon, such shares shall, in the event of a poll on such matters, be voted in accordance with the specifications so made. This proxy confers discretion on the proxyholder with respect to amendments to matters identified in the Notice of Meeting and other matters that may properly come before the Meeting.
Scan and email your completed proxy to [email protected]
Please visit https://www.tsxtrust.com/edelivery and enrol to receive all future investor documents electronically.
- This proxy should be read in conjunction with the accompanying documentation.
All proxies must be received by 5:00 p.m. (Eastern Daylight Time) on May 1, 2023 , or if the Meeting is adjourned or postponed, not less than 48 hours prior to such adjournment(s) or postponement(s) (excluding Saturdays, Sundays and holidays).