AI assistant
Data Deposit Box Inc. — Proxy Solicitation & Information Statement 2020
Feb 19, 2020
42447_rns_2020-02-19_01b9b567-f6cd-4ed8-a66a-dfea0d915e88.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
DATA DEPOSIT BOX INC. PROXY
FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS MARCH 13, 2020
This proxy is solicited on behalf of the management of Data Deposit Box Inc. (the “ Company ”). The undersigned, being a shareholder of the Company hereby appoints, Siva Cherla, Interim Chief Executive Officer, Chief Financial Officer and Director of the Company, or failing him, Paul Nicholls, a Director of the Company, or instead of either of them, ___________, as proxyholder for and 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 annual and special meeting of the shareholders of the Company to be held in the offices of Gardiner Roberts LLP, 22 Adelaide Street West, 36[th] Floor, Toronto, ON M5H 4E3 (the “ Meeting ”), and at any adjournment or adjournments thereof, to the same extent and with the same power as if the undersigned were personally present at the Meeting or such adjournment or adjournments thereof. The undersigned hereby directs the proxyholder to vote the securities of the Company recorded in the name of the undersigned as specified herein.
| 1. | FOR | □ | The election of Louisa Jewell as a director of the Company. |
|---|---|---|---|
| WITHHOLD | □ | ||
| 2. | FOR | □ | The election of Siva Cherla as a director of the Company. |
| WITHHOLD | □ | ||
| 3. | FOR | □ | The election of Paul Nicholls as a director of the Company. |
| WITHHOLD | □ | ||
| 4. | FOR | □ | Appointment of MNP LLP as Auditor of the Company for the ensuing year and authorizing |
| WITHHOLD | □ | the Directors to fix their remuneration. | |
| 5. | FOR AGAINST |
□ □ |
To approve the resolution set out in Schedule “A” to the accompanying Information Circular authorizing the amalgamation of the Company and a subsidiary of HostPapa, Inc., |
| substantially upon the terms and conditions set forth in the form of the Amalgamation | |||
| Agreement, set out in Schedule “C” to the accompanying Information Circular. |
If any amendments or variations to the matters referred to above or to any other matters identified in the notice of meeting are proposed at the Meeting or any adjournment or adjournments thereof, or if any other matters which are not now known to management should properly come before the Meeting or any adjournment or adjournments thereof, this proxy confers discretionary authority on the person voting the proxy to vote on such amendments or variations or such other matters in accordance with the best judgment of such person. To be valid, this proxy must be received by the Company’s transfer agent, Capital Transfer Agency ULC, 390 Bay Street, Suite 920, Toronto, Ontario, M5H 2Y2, Fax Number: 416.350.5008, not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario, prior to the Meeting or any adjournment thereof. 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.
This proxy revokes and supersedes all proxies of earlier date.
DATED this day of , 2020. Online Voting Instructions: Signature of Shareholder Name of Shareholder (Please Print)
Number of Shares Held
NOTES AND INSTRUCTIONS
THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY
-
The shares represented by this proxy will be voted. Where a choice is specified, the proxy will be voted as directed. Where no choice is specified, this proxy will be voted in favour of the matters listed on the proxy. The proxy confers discretionary authority on the above named person to vote in his or her discretion with respect to amendments or variations to the matters identified in the notice of meeting accompanying the proxy or such other matters which may properly come before the Meeting.
-
This proxy also confers a discretionary authority to vote the shares with respect to: a. amendments or variations of matters identified in the notice of meeting, and
-
b. other matters which may properly come before the meeting,
but only if management has not been made aware a reasonable time prior to this solicitation that the amendments, variations or other matters are to be presented for action at the meeting.
-
Each shareholder has the right to appoint a person other than management designees specified above to represent them at the Meeting. Such right may be exercised by inserting in the space provided the name of the person to be appointed, who need not be a shareholder of the Company. If the shareholder does not wish to appoint any of the persons named in this proxy, he or she should strike out such name or names and insert in the blank space provided the name of the person he or she wishes to attend and act as his or her proxyholder.
-
If the instructions by the shareholder on this proxy are certain, the shares represented by the proxy will be voted on any ballot in accordance with the specifications so made.
-
Each shareholder must sign this proxy. Please date the proxy. If the shareholder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized.
-
If the proxy is not dated in the space provided, it is deemed to bear the date of its mailing to the shareholders of the Company.
-
If the shareholder appoints any of the persons designated above, including persons other than Management Designees , as proxy to attend and act at the Meeting:
(a) the shares represented by the proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for;
(b) where the shareholder specifies a choice in the proxy with respect to any matter to be acted upon, the shares represented by the proxy shall be voted accordingly; and
(c) IF NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS LISTED ABOVE, THE PROXY WILL BE VOTED FOR SUCH MATTERS.