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Champion Iron Limited Proxy Solicitation & Information Statement 2021

Jul 27, 2021

47202_rns_2021-07-27_9b7bc8da-1eea-4f26-8a65-36bb7c7c7365.pdf

Proxy Solicitation & Information Statement

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PROXY FORM
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CHAMPION IRON LIMITED SHARE REGISTRY:

(the "Company")

TSX TRUST COMPANY All Correspondence to: 301 – 100 Adelaide Street West Toronto, Ontario M5H 4H1 Canada FOR ALL ENQUIRIES CALL: (within Canada and the US) 1-866-600-5869 FACSIMILE: 416-595-9593

SECTION A: Appointment of Proxy
I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:
The meeting Chair
OR
The name of the person you are appointing
(if this person is someone other than the Chair of the meeting)
or failing the person named, or if no person is named, the Chair of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with
the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 6:00 pm (Montréal time) on 25
August 2021 (which corresponds to 8:00 am on 26 August 2021 in Sydney) via a virtual meeting at: https://web.lumiagm.com/456553676 and at any adjournment of that meeting
(the "Meeting").
Chair authorised to exercise proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair of the Meeting becomes
my/our proxy by default), I/we expressly authorise the Chair of the Meeting, to the extent permitted by law, to exercise my/our proxy in respect of Resolution 1 notwithstanding
that these resolutions are connected directly or indirectly with the remuneration of a member of the key management personnel of the Company.
SECTION B: Voting Directions to your Proxy
Please mark "X" in the box to indicate your voting directions to your Proxy. The Chair of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions.
Voting restrictions for each of the resolutions are described in the Notice of Meeting and its Explanatory Statement.
ORDINARY BUSINESS For Against Abstain*
1. Remuneration Report
2. Appointment of Director – Michael O'Keeffe
3. Appointment of Director – Gary Lawler
4. Appointment of Director – Andrew J. Love
5. Appointment of Director – Michelle Cormier
6. Appointment of Director – Wayne Wouters
7. Appointment of Director – Jyothish George
8. Appointment of Director – David Cataford
9. Appointment of Director – Louise Grondin
10. Approval of an increase to the maximum aggregate amount of
remuneration of the non-executive Directors
11. Re-approval of the Omnibus Incentive Plan
  1. Approval of Amendment to Options held by Mr David Cataford

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.*If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a ballot and your votes will not be counted in computing the required majority on a ballot.

The Chair of the Meeting intends to vote undirected proxies in favour of all resolutions. Where the resolution relates to the remuneration of a member of the key management personnel ("KMP") of the Company, the Chair can only vote undirected proxies if the member who has lodged the proxy expressly authorizes the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company. Members who are KMP, or associates or closely related parties of a KMP, who is the subject of a resolution connected directly or indirectly with the remuneration of a member of the KMP are not entitled to vote on such resolutions and the Chair cannot cast a vote on behalf of a KMP (whether directed or undirected) in respect of that resolution.

SECTION C: Please Sign Below
This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Security Holder 2
Individual or Security Holder Security Holder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Proxies must be received by TSX Trust Company no later than 6:00 pm (Montreal time) on 23 August 2021.
ONLINE PROXY SERVICE
1. Go to www.voteproxyonline.com
2. Enter the 12 digit Control Number to access the voting area. CONTROL NUMBER:

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements, and MD&As.

  1. Name and Address Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

LIMITED. If this information is incorrect, please make corrections on this form. I am a security holder of the Company, and as such request the following:

changes. Please note that you cannot change ownership of your shares using 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.

2. Appointment of a Proxy If you wish to appoint the Chairperson of the Meeting as your Proxy please If the cut-off time has passed, please fax this side to 416-595-9593.

mark "X" in the box in Section A. Please also refer to Section B of this proxy FISCAL YEAR – 2022

NOTES

1. Name and Address

5. Signing Instructions This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign. If the person you wish to appoint as your Proxy is someone other than the Chair of the Meeting please write the name of that person in Section A.

Power of Attorney: to sign under Power of Attorney you must have already If you leave this section blank, or your named Proxy does not attend the meeting, the Chair of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

lodged this document with the Company's share registry. If you have not 3. Directing your Proxy how to vote

previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. To direct the Proxy how to vote place an "X" in the appropriate box across each item in Section B. Where more than one Proxy is to be appointed and the proxiesare to vote differently, then two separate forms must be used to indicate voting intentions.

Companies: where the Company has a Sole Director who is also the Sole 4. Appointment of a Second Proxy

Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a resolution. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry 1-866-600-5869 or you may photocopy this form.

Secretary. Please indicate the office held in the appropriate place. To appoint a second Proxy you must:

  • If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and
  • the meeting. A form of the certificate may be obtained from the Company's (b) Return both forms in the same envelope.

share registry. 5. Signing Instructions

Individual: where the holding is in one name, the Shareholder must sign.

6. Lodgement of Proxy Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

received by Security Transfer Registrars Pty Ltd no later than 10.00am (Sydney time) on Wednesday 27 August 2014, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be Power of Attorney: to signunder Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

valid for the scheduled meeting. Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953 Companies: where the company has a sole director who is also the sole company secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a company secretary, a sole director may sign alone. Otherwise this form must be signed by a director jointly with either another director or company cecretary. Please indicate the office held in the appropriate place.

Street Address: Alexandrea House, Suite 1 If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting. A form of the certificate may be obtained from the Company's share registry.

Applecross, Western Australia 6153 6. Lodgement of Proxy

Telephone +61 8 9315 2333 Proxy forms (and any Power of Attorney under which it is signed) must be received by TSX Trust Company no later than 6:00 pm (Montreal time) on August 23, 2021, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

For assistance, please contact TSX Trust Company:

Email [email protected]
Mail: TSX Trust Company
301 – 100 Adelaide Street West
Online www.securitytransfer.com.au
Toronto, ON M5H 4H1
Canada
Telephone: (416) 342-1091
Facsimile: (416) 595-9593
Email: [email protected]