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DIRTT Environmental Solutions Ltd. Proxy Solicitation & Information Statement 2020

Apr 27, 2020

47167_rns_2020-04-27_1ce08871-5558-4814-acfd-d6d5aafefda3.pdf

Proxy Solicitation & Information Statement

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DIRTT ENVIRONMENTAL SOLUTIONS LTD

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

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

Security Class COMMON SHARES Holder Account Number

C1234567890 XXX

Voting Instruction Form - Annual General and Special Meeting to be held on Friday, May 22, 2020

This VIF is solicited by and on behalf of the Board of Directors.

Notes

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 appoint a person or company other than the persons 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 VIF. If you are voting on behalf of a corporation or another individual you must sign this VIF with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this VIF.

  2. This VIF should be signed in the exact manner as the name(s) appear(s) on the VIF.

  3. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. 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, this VIF will be voted as recommended by the Board of Directors.

  1. 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 and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  2. This VIF confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

  3. This VIF should be read in conjunction with the accompanying Management Information Circular and Proxy Statement of the Company.

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VIFs submitted must be received by 11:00 am, Central Time, on Wednesday, May 20, 2020

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.

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----- Start of picture text ----- 1-866-732-VOTE (8683) Toll Free----- End of picture text -----

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To Vote Using the Internet

To Virtually Attend the Meeting

  • Go to the following web site: • You can attend the meeting virtually by www.investorvote.com visiting the URL provided on the back of this VIF.

  • Smartphone? Scan the QR code to vote now.

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, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER 123456789012345

CPUQC01.E.INT/000001/i1234

01LMMB

C1234567890

MR SAM SAMPLE

XXX 123

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Appointment of Proxyholder

I/We the undersigned holder (“Shareholder”) of common shares

(“Common Shares”) of DIRTT Environmental Solutions Ltd. (“DIRTT” or the “Company”) hereby appoint(s): Kevin P. O’Meara, Chief Executive Officer of the Company, or failing him, Geoffrey D. Krause, Chief Financial Officer of the Company

Print the name of the person you are appointing if this person is someone OR other than the Management Nominees listed herein.

Note: If completing the appointment box above and your appointee intends on attending online YOU MUST go to https://www.computershare.com/DGDQ 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 Shareholder in accordance with the following direction and all other matters that may properly come before the Annual General and Special Meeting of Shareholders of DIRTT Environmental Solutions Ltd. to be held virtually online at https://web.lumiagm.com/175206342 on Friday, May 22, 2020 at 11:00 am (Central Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

FoldFold01. Wayne T. BoulaisForWithhold04. Todd W. Lillibridge02. John (Jack) F. ElliottForWithhold05. Christine E. McGinley03. Denise E. KarkkainenForWithhold06. Kevin P. O’Meara2. Appointment of Independent Registered Public Accounting FirmTo appoint PricewaterhouseCoopers LLP as the independent registered public accounting frm for the fscal year ending December 31, 2020 and to authorize thedirectors to fx the independent registered public accounting frm’s remuneration.ForWithhold3. By-Law AmendmentTo amend the quorum threshold to hold a meeting of the shareholders in the Amended and Restated By-Law No. 1 of the Company, as describedin the Management Information Circular and Proxy Statementof the Company.ForAgainst4. Approval of the 2020 Long Term Incentive PlanTo approve the 2020 Long Term Incentive Plan, as described in the Management Information Circular and Proxy Statementof the Company.ForAgainst07. Steven E. Parry1. Election of Directors FoldFold01. Wayne T. BoulaisForWithhold04. Todd W. Lillibridge02. John (Jack) F. ElliottForWithhold05. Christine E. McGinley03. Denise E. KarkkainenForWithhold06. Kevin P. O’Meara2. Appointment of Independent Registered Public Accounting FirmTo appoint PricewaterhouseCoopers LLP as the independent registered public accounting frm for the fscal year ending December 31, 2020 and to authorize thedirectors to fx the independent registered public accounting frm’s remuneration.ForWithhold3. By-Law AmendmentTo amend the quorum threshold to hold a meeting of the shareholders in the Amended and Restated By-Law No. 1 of the Company, as describedin the Management Information Circular and Proxy Statementof the Company.ForAgainst4. Approval of the 2020 Long Term Incentive PlanTo approve the 2020 Long Term Incentive Plan, as described in the Management Information Circular and Proxy Statementof the Company.ForAgainst07. Steven E. Parry1. Election of Directors FoldFold01. Wayne T. BoulaisForWithhold04. Todd W. Lillibridge02. John (Jack) F. ElliottForWithhold05. Christine E. McGinley03. Denise E. KarkkainenForWithhold06. Kevin P. O’Meara2. Appointment of Independent Registered Public Accounting FirmTo appoint PricewaterhouseCoopers LLP as the independent registered public accounting frm for the fscal year ending December 31, 2020 and to authorize thedirectors to fx the independent registered public accounting frm’s remuneration.ForWithhold3. By-Law AmendmentTo amend the quorum threshold to hold a meeting of the shareholders in the Amended and Restated By-Law No. 1 of the Company, as describedin the Management Information Circular and Proxy Statementof the Company.ForAgainst4. Approval of the 2020 Long Term Incentive PlanTo approve the 2020 Long Term Incentive Plan, as described in the Management Information Circular and Proxy Statementof the Company.ForAgainst07. Steven E. Parry1. Election of Directors FoldFold01. Wayne T. BoulaisForWithhold04. Todd W. Lillibridge02. John (Jack) F. ElliottForWithhold05. Christine E. McGinley03. Denise E. KarkkainenForWithhold06. Kevin P. O’Meara2. Appointment of Independent Registered Public Accounting FirmTo appoint PricewaterhouseCoopers LLP as the independent registered public accounting frm for the fscal year ending December 31, 2020 and to authorize thedirectors to fx the independent registered public accounting frm’s remuneration.ForWithhold3. By-Law AmendmentTo amend the quorum threshold to hold a meeting of the shareholders in the Amended and Restated By-Law No. 1 of the Company, as describedin the Management Information Circular and Proxy Statementof the Company.ForAgainst4. Approval of the 2020 Long Term Incentive PlanTo approve the 2020 Long Term Incentive Plan, as described in the Management Information Circular and Proxy Statementof the Company.ForAgainst07. Steven E. Parry1. Election of Directors FoldFold01. Wayne T. BoulaisForWithhold04. Todd W. Lillibridge02. John (Jack) F. ElliottForWithhold05. Christine E. McGinley03. Denise E. KarkkainenForWithhold06. Kevin P. O’Meara2. Appointment of Independent Registered Public Accounting FirmTo appoint PricewaterhouseCoopers LLP as the independent registered public accounting frm for the fscal year ending December 31, 2020 and to authorize thedirectors to fx the independent registered public accounting frm’s remuneration.ForWithhold3. By-Law AmendmentTo amend the quorum threshold to hold a meeting of the shareholders in the Amended and Restated By-Law No. 1 of the Company, as describedin the Management Information Circular and Proxy Statementof the Company.ForAgainst4. Approval of the 2020 Long Term Incentive PlanTo approve the 2020 Long Term Incentive Plan, as described in the Management Information Circular and Proxy Statementof the Company.ForAgainst07. Steven E. Parry1. Election of Directors FoldFold01. Wayne T. BoulaisForWithhold04. Todd W. Lillibridge02. John (Jack) F. ElliottForWithhold05. Christine E. McGinley03. Denise E. KarkkainenForWithhold06. Kevin P. O’Meara2. Appointment of Independent Registered Public Accounting FirmTo appoint PricewaterhouseCoopers LLP as the independent registered public accounting frm for the fscal year ending December 31, 2020 and to authorize thedirectors to fx the independent registered public accounting frm’s remuneration.ForWithhold3. By-Law AmendmentTo amend the quorum threshold to hold a meeting of the shareholders in the Amended and Restated By-Law No. 1 of the Company, as describedin the Management Information Circular and Proxy Statementof the Company.ForAgainst4. Approval of the 2020 Long Term Incentive PlanTo approve the 2020 Long Term Incentive Plan, as described in the Management Information Circular and Proxy Statementof the Company.ForAgainst07. Steven E. Parry1. Election of Directors FoldFold01. Wayne T. BoulaisForWithhold04. Todd W. Lillibridge02. John (Jack) F. ElliottForWithhold05. Christine E. McGinley03. Denise E. KarkkainenForWithhold06. Kevin P. O’Meara2. Appointment of Independent Registered Public Accounting FirmTo appoint PricewaterhouseCoopers LLP as the independent registered public accounting frm for the fscal year ending December 31, 2020 and to authorize thedirectors to fx the independent registered public accounting frm’s remuneration.ForWithhold3. By-Law AmendmentTo amend the quorum threshold to hold a meeting of the shareholders in the Amended and Restated By-Law No. 1 of the Company, as describedin the Management Information Circular and Proxy Statementof the Company.ForAgainst4. Approval of the 2020 Long Term Incentive PlanTo approve the 2020 Long Term Incentive Plan, as described in the Management Information Circular and Proxy Statementof the Company.ForAgainst07. Steven E. Parry1. Election of Directors FoldFold01. Wayne T. BoulaisForWithhold04. Todd W. Lillibridge02. John (Jack) F. ElliottForWithhold05. Christine E. McGinley03. Denise E. KarkkainenForWithhold06. Kevin P. O’Meara2. Appointment of Independent Registered Public Accounting FirmTo appoint PricewaterhouseCoopers LLP as the independent registered public accounting frm for the fscal year ending December 31, 2020 and to authorize thedirectors to fx the independent registered public accounting frm’s remuneration.ForWithhold3. By-Law AmendmentTo amend the quorum threshold to hold a meeting of the shareholders in the Amended and Restated By-Law No. 1 of the Company, as describedin the Management Information Circular and Proxy Statementof the Company.ForAgainst4. Approval of the 2020 Long Term Incentive PlanTo approve the 2020 Long Term Incentive Plan, as described in the Management Information Circular and Proxy Statementof the Company.ForAgainst07. Steven E. Parry1. Election of Directors
2. Appointment oTo appoint Pricewaterhdirectors to fx the inde
f Independent Regi stered Public Acc ounting Fir
g frm for the fscal year
ouseCoopers LLP as the i ndependent registered p ublic accountin ending December 31, 2020 and to auth orize the
pendent registered public a ccounting frm’s remun eration.
3. By-Law AmendTo amend the quorumin the Management Inf ment
hreshold to hold a meetingormation Circular and Prox of the shareholders iny Statementof the Com the Amended apany. nd Restated By-Law No. 1 of the Compan y, as described
4. Approval of thTo approve the 2020 L e 2020 Long Term Inong Term Incentive Plan, a
centive Plans described in the Mana gement Inform ation Circular and Proxy Statementof the C ompany.

Authorized Signature(s) – This section must be completed for your instructions to be executed.

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, this VIF will be voted as recommended by the Board of Directors.

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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