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Dexterra Group Inc. Proxy Solicitation & Information Statement 2020

May 1, 2020

45842_rns_2020-04-30_dc499f7b-1b4c-4954-b65d-733e13dd887a.pdf

Proxy Solicitation & Information Statement

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VOTING INSTRUCTION FORM 2020 Special Meeting of Shareholders

Appointee .

I/We, being non-registered holder(s) of Horizon North Logistics Inc. (“ Horizon North ” or the “ Company ”), hereby appoint Rod Graham, President and Chief Executive Officer of Horizon North , or failing him, Scott Matson, Senior Vice President and Chief Financial Officer of Horizon North , or instead of either of the foregoing, _______ to attend and act for and on behalf of the undersigned at the Special Meeting of Horizon North (“ Meeting ”) to be held at 10:00 a.m. (Calgary time) on the 26th day of May 2020 by way of a virtual-only meeting via live audio webcast at https://web.lumiagm.com/187053516 and at any adjournment or postponement thereof, notice of which Meeting, together with the management information circular (the " Information Circular ") accompanying same, has been received by the undersigned, at every poll which may take place at the Meeting, with specific power and authority to vote as specified below (or if no directions have been given, as the proxyholder sees fit).

1. Issuance of shares for transaction

To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in Appendix B to the Information Circular , approving the issuance of such number of Common Shares to 9477179 Canada Inc. (" Dexterra Parent ") that represent 49% of the issued and outstanding Common Shares calculated on a fully diluted basis (including securities exchangeable or exercisable for Common Shares) pursuant to the share purchase agreement dated March 9, 2020 among Horizon North, 10647802 Canada Limited and Dexterra Parent (the " Transaction ");

2. Approval of the unallocated options

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FOR AGAINST
FOR AGAINST
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To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in Appendix C to the Information Circular, approving the unallocated options that will be available under Horizon North's stock option plan following, and conditional upon, completion of the Transaction, including options which may be considered to be re-granted following their cancellation immediately prior to completion of the Transaction.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any instructions previously given with respect to the Meeting. If no voting instructions are indicated above, I/we understand that this Voting Instruction Form (VIF) will be voted FOR a matter by Management’s appointees or, if I/we appointed another person, as that other person sees fit. On any amendments or variations proposed or any new business submitted properly before the Meeting, I/we authorize you to vote as you see fit.

______ ___ Signature(s) Date

Please sign exactly as your name(s) appear below. Please see reverse for additional instructions.

All VIFs must be received by 10:00am (MDT) on Friday, May 22, 2020.

The enclosed securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.
By choosing to send these materials to you directly, the Company (and not the intermediary

holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii)
executing your proper voting instructions. Please return your voting instructions as specified in the
request for voting instructions.

The Company is sending these securityholder materials directly to the non-objecting beneficial
owners of the securities.
HOW TO VOTE


INTERNET
TELEPHONE




• Go towww.astvotemyproxy.com
Use any touchtone phone, call toll free in
• Cast your vote online
Canada and the United States
• View meeting documents
1-888-489-5760 and follow the voice
instructions.

To vote using your smartphone, please scan this QR Code


To vote by internet or telephone you will need your control number. If you vote by internet or
telephone, do not return this VIF.

MAIL, FAX or EMAIL


Complete and return your signed VIF in the envelope provided or send to:

AST Trust Company (Canada),

P.O. Box 721,



All VIFs must be received by 2:30pm (MDT) on Tuesday, March 03, 2020.
Agincourt, ON, M1S 0A1

Fax your VIF toll free to 1-866-781-3111orscan and email to [email protected]
Voting Instruction Form (“VIF”) –Special Meeting of Shareholders of Horizon North Logistics Inc. to be held at 10:00am (MDT) on May 26, 2020 (the “Meeting”). NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS 1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the Meeting and vote in person, your securities can be voted only by a proxy holder of the registered holder, in accordance with your instructions. 2. We are prohibited from voting these securities on any of the matters to be acted upon at the Meeting without your specific voting instructions. In order for these securities to be voted at the Meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly. 3. If you want to attend the Meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish
to attend the Meeting and vote on your behalf. Unless prohibited by law, the person whose name is
written in the space provided will have full authority to present matters to the Meeting and vote on
all matters that are presented at the Meeting, even if those matters are not set out in this form or
the information circular. Consult a legal advisor if you wish to modify the authority of that person in
any way. If you require help, please contact the Registered Representative who services your
account.
4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate, set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate. 5. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you. 6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the
documentation provided by management for the meeting.
7. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in
respect of amendments or variations to matters identified in the notice of Meeting or other matters
as may properly come before the Meeting or any adjournment thereof.
8. Shareholders appointing a proxyholder other than the management designees must also call AST Trust Company (Canada) at 1-866-751-6315 (within North America) no later than 10:00 A.M. (Calgary time) on May 22, 2020, or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time and date of the convened or reconvened meeting, as applicable, and provide AST Trust Company (Canada) with the required information for their proxyholder so that AST Trust Company (Canada) 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 in to the Meeting
as a guest and will not be able to vote or submit questions at the Meeting. 9. Your voting instructions will be recorded on receipt of the VIF. 10. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities. 11. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account. 12. This VIF should be read in conjunction with the information circular and other proxy materials provided by management.