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DIRTT Environmental Solutions Ltd. AGM Information 2022

Mar 25, 2022

47167_rns_2022-03-24_0b7e4da4-b30c-4d6d-a3b8-06dea8142e36.pdf

AGM Information

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DIRTT ENVIRONMENTAL SOLUTIONS LTD.

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

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Mr A Sample Designation (if any) Add1 Add2 add3 add4 add5 add6

COMMON SHARES Holder Account Number Security Class

C1234567890 IND

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Form of BLUE Proxy - Annual General and Special Meeting to be held on Tuesday, April 26, 2022

This Form of BLUE Proxy is solicited by and on behalf of the Board of Directors.

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Notes to proxy

    1. 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 use this BLUE proxy and 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).
    1. 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 BLUE proxy. 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 BLUE proxy with signing capacity stated.
    1. This BLUE proxy should be signed in the exact manner as the name(s) appear(s) on the BLUE proxy.
    1. The securities represented by this BLUE proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the BLUE proxy appoints the Management Nominees listed on the reverse, this BLUE proxy will be voted as recommended by Management.
    1. The securities represented by this BLUE proxy 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.
    1. This BLUE proxy 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, to the extent permitted by Rule 14a-4(c) of the Securities and Exchange Act of 1934 and unless prohibited by law.
    1. This BLUE proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 AM, Mountain Time, on April 22, 2022.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

• Complete, sign and date the reverse hereof. • Forward it by fax to 1-866-249-7775 for calls within Canada and the U.S. There is NO CHARGE for this call.

To Vote by Fax

• Forward it by fax to 416-263-9524 for calls outside Canada and the U.S.

  • You can attend the meeting virtually by visiting the URL provided on the back of this document.
  • You can attend the meeting in person at Residence Inn by Marriott, 610 10 Ave. SW, Calgary, Alberta.

Additional Voting Methods:

Hand delivery or mail to 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 Mail using the included postage paid return envelope addressed to Computershare

If you vote by telephone or the Internet, DO NOT mail back this BLUE proxy.

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 BLUE proxy and vote on this BLUE proxy. Instead of mailing this BLUE proxy, you may choose one of the two voting methods outlined above to vote this BLUE proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 123456789012345

MR SAM SAMPLE C1234567890
XXX 123
Appointment of Proxyholder
I/We being holder(s) of securities of DIRTT Environmental
OR
Solutions Ltd. (the "Company") hereby appoint: Todd W. Lillibridge,
Interim Chief Executive Officer of the Company, or failing this person,
Denise E. Karkkainen, Director of the Company (the "Management
Nominees")
listed herein. Print the name of the person you are
appointing if this person is someone
other than the Management Nominees
Note: If completing the appointment box above YOU MUST go to 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 an
invitation code 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 and Special Meeting of shareholders of the Company to be held virtually at
meetnow.global/MG9D5AJ on Tuesday, April 26, 2022 at 10:00 AM (Mountain Time), and in person, at the Residence Inn by Marriott, 610 10 Ave. SW, Calgary, Alberta at the same time and at
any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1. Company Proposal: Election of Directors
For
Withhold
For
Withhold
For Withhold
01. Charlie Chiappone
02. Michael T. Ford
03. Denise E. Karkkainen Fold
04. Shauna R. King
05. Todd W. Lillibridge
06. James (Jim) A. Lynch
07. Diana R. Rhoten
For Withhold
2. Company Proposal: Appointment of Independent Registered Public Accounting Firm
To appoint PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022, at a
renumeration to be fixed by the board of directors.
For
Against
Abstain
3. Company Proposal: Name Change
To approve an amendment to the Company's articles of amalgamation to change the Company's name to "DIRTT Inc.".
For
Against
Abstain
4. Company Proposal: Employee Share Purchase Plan
To approve the Company's 2022 Employee Share Purchase Plan.
For
Against
Abstain
5. Company Proposal: Shareholder Rights Plan
To approve the Company's Shareholder Rights Plan.
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Signature of Proxyholder Signature(s) Date
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any
proxy previously given with respect to the Meeting. If no voting instructions are indicated above,
and the BLUE proxy appoints the Management Nominees, this BLUE proxy will be voted as
recommended by Management. Please sign exactly as your name(s) appear on this BLUE proxy.
Please see reverse for instructions. Proxies must be received by 10:00 AM (Mountain Time) on
April 22, 2022.
MM / DD / YY
Interim Financial Statements – Mark this box if you
Annual Financial Statements – Mark this box if
would like to receive Interim Financial Statements and
you would NOT like to receive the Annual Financial
accompanying Management's Discussion and Analysis
Statements and accompanying Management's Discussion
by mail.
and Analysis by mail.
If you are not mailing back your BLUE proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

AR2

01SYWD

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