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DIRTT Environmental Solutions Ltd. — AGM Information 2021
Mar 26, 2021
47167_rns_2021-03-26_daba81cb-8ff7-40fe-a2b4-73de120a2ff6.pdf
AGM Information
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DIRTT ENVIRONMENTAL SOLUTIONS LTD.
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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com
Security Class
Holder Account Number
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Voting Instruction Form (‘’VIF’’) - Annual General Meeting to be held on Thursday, May 6, 2021
This VIF is solicited by and on behalf of the Board of Directors.
Notes
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Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
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If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this VIF. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.
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This VIF should be signed in the exact manner as the name(s) appear(s) on the VIF.
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If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed to the holder by Management.
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The securities represented by this VIF will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees listed on the reverse, this VIF will be voted as recommended by Management.
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The securities represented by this VIF will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
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This VIF confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
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This VIF should be read in conjunction with the accompanying documentation provided by Management.
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VIFs submitted must be received by 10:00 am, Mountain Time, on Tuesday, May 4, 2021.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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To Vote Using the Telephone
- Call the number listed BELOW from a touch tone telephone.
1-866-732-VOTE (8683) Toll Free
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To Vote Using the Internet
- Go to the following web site:
www.investorvote.com
- Smartphone? Scan the QR code to vote now.
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To Virtually Attend the Meeting
- You can attend the meeting virtually by visiting the URL provided on the back of this VIF.
If you vote by telephone or the Internet, DO NOT mail back this VIF.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.
To vote by telephone or the Internet or at the virtual meeting, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
01PSLA
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Appointment of Proxyholder
I/We being holder(s) of securities of DIRTT Environmental Solutions Ltd. Print the name of the person you are (the “Company”) hereby appoint: Kevin P. O’Meara, Chief Executive Officer OR appointing if this person is someone other of the Company, or failing this person, Geoffrey D. Krause, Chief Financial than the Management Nominees listed Officer of the Company (the “Management Nominees”) herein.
Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/DIRTT and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.
as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General Meeting of shareholders of the Company to be held virtually online at https://web.lumiagm.com/469613006 on Thursday, May 6, 2021 at 10:00 am (Mountain Time), and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1. Election of Directors
| 1. Election of Directors | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| For | Withhold | For | Withhold | For | Withhold | ||||
| 01. Michael T. Ford | 02. Denise E. Karkkainen | 03. Shauna R. King | Fold | ||||||
| 04. Todd W. Lillibridge | 05. James (Jim) A. Lynch | 06. Kevin P. O’Meara | |||||||
| 07. Steven E. Parry | 08. Diana R. Rhoten | ||||||||
| For | Withhold |
2. Appointment of Independent Registered Public Accounting Firm
To appoint PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2021 and to authorize the directors to fix the independent registered public accounting firm’s remuneration.
Signature of Proxyholder
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.
Signature(s)
Date MM / DD / YY
Interim Financial Statements – Mark this box if you Annual Financial Statements – Mark this box if you would like to receive Interim Financial Statements and would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis accompanying Management’s Discussion and Analysis by mail. by mail.
If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
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01PSMA