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CareRx Corporation — Proxy Solicitation & Information Statement 2020
May 28, 2020
45165_rns_2020-05-28_9f57b5f0-0d06-445e-a567-3197299c8c87.pdf
Proxy Solicitation & Information Statement
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Centric Health Your Care. Our Focus. Centric Health Corporation (the "Company") FORM OF PROXY ("PROXY") Annual and Special Meeting June 18, 2020 at 10:00 a.m. EST Virtual Only Meeting via Virtual Meeting Platform at: https://web.lumiagm.com/287041618 (the "Meeting")
RECORD DATE: May 15, 2020
CONTROL NUMBER:
SEQUENCE #:
FILING DEADLINE FOR PROXY: June 16, 2020 at 10:00 a.m. EST
| VOTING METHOD | |
|---|---|
| INTERNET | Go to www.voteproxyonline.com and enter the 12 digit control number above |
| FACSIMILE | 416-595-9593 |
| TSX Trust Company | |
| 301 - 100 Adelaide Street West | |
| Toronto, Ontario, M5H 4H1 |
The undersigned hereby appoints Kevin Dalton, whom failing Paul Rakowski (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 | FOR | WITHHOLD | |
|---|---|---|---|
| a) | Christiane Bergevin | ☐ | ☐ |
| b) | Peter Brown | ☐ | ☐ |
| c) | Kevin Dalton | ☐ | ☐ |
| d) | Ralph Desando | ☐ | ☐ |
| e) | John Ewing | ☐ | ☐ |
| f) | Matt Hills | ☐ | ☐ |
| g) | Bruce Moody | ☐ | ☐ |
| h) | David Murphy | ☐ | ☐ |
| i) | Lyle Oberg | ☐ | ☐ |
| j) | Dr. Jack Shevel | ☐ | ☐ |
| k) | Darren Youngleson | ☐ | ☐ |
| 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. | ☐ | ☐ | |
| 3. Approval of Name Change | FOR | AGAINST | |
| To consider, and, if deemed advisable, to approve a special resolution, the full text of which is included as Appendix A to the Management Information Circular of the Company dated May 15, 2020, authorizing the Board of Directors of the Company, at its discretion, to amend the articles of the Company to change the name of the Company from "Centric Health Corporation" to "CareRx Corporation". | ☐ | ☐ | |
| 4. Approval of Share Consolidation | FOR | AGAINST | |
| To consider and, if deemed advisable, to approve a special resolution, the full text of which is included as Appendix B to the Management Information Circular of the Company dated May 15, 2020, authorizing the Board of Directors of the Company, at its discretion, to amend the articles of the Company to consolidate the Company's issued and outstanding common shares on the basis of a range of one (1) post-consolidation common share for every ten (10) existing (pre-consolidation) common shares to up to every twenty (20) existing (pre-consolidation) common shares. | ☐ | ☐ |
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)
TMX | TSX Trust
Proxy Voting – Guidelines and Conditions
- THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.
- THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
To register, please visit www.tsxtrust.com/investorinsite
Click on, "Register Online Now" and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.
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 (Mark this box to NOT receive Annual Financial Statements and related MD&A)
☐ Interim Financial Statements with MD&A (Mark this box to receive Interim Financial Statements and related 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
Centric Health Corporation 2020
www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL 051500_v1