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Dorel Industries Inc. Proxy Solicitation & Information Statement 2022

Apr 14, 2022

43268_rns_2022-04-14_338caad7-8cb5-4d49-a36a-3a1c38c1f4ad.pdf

Proxy Solicitation & Information Statement

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Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on May 25, 2022

This Form of Proxy is solicited by and on behalf of Management.

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 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 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 proxy with signing capacity stated.
    1. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
    1. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
    1. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
    1. The securities represented by this 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 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, unless prohibited by law.
    1. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 5:00 pm, Eastern Time, on May 23, 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

Go to the following web site: www.investorvote.com

• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this 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 proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

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

CONTROL NUMBER

I/We being holder(s) of securities of Dorel Industries Inc.
(the "Company") hereby appoint: Martin Schwartz, or failing this person,
John Paikopoulos (the "Management Nominees")
OR Print the name of the person you are
appointing if this person is someone
other than the Management
Nominees listed herein.
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 (or if no directions have been
given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of the shareholders of the Company to be held at the Company's head
office, 1255 Greene Avenue, Suite 300, Westmount, Quebec on May 25, 2022 at 10:00 a.m. (Eastern Time) and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1. Election of Directors - Vote FOR or WITHHOLD from voting for the following nominees proposed by Management as directors of the
Company
For Withhold For Withhold For Withhold
01. Martin Schwartz 02. Alan Schwartz 03. Jeffrey Schwartz
04. Jeff Segel 05. Maurice Tousson 06. Alain Benedetti
07. Norman M. Steinberg 08. Brad A. Johnson 09. Sharon Ranson
For Withhold
2. Appointment of Auditors
Vote FOR or WITHHOLD from voting for the appointment of KPMG LLP, Chartered Professional Accountants, as auditors of the Company and
authorizing the directors to fix their remuneration.
For Against
3. Amendment to 2004 Directors' Deferred Share Unit Plan
Vote FOR or AGAINST the resolution in the form annexed as Schedule B to the Management Proxy Circular of the Company dated April 12, 2022
(the "Circular"), approving an amendment to the 2004 Directors' Deferred Share Unit Plan of the Company.
For Against
4. Amendment to 2009 Executive Deferred Share Unit Plan
Vote FOR or AGAINST the resolution in the form annexed as Schedule C to the Circular, approving an amendment to the 2009 Executive Deferred
Share Unit Plan of the Company.
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 proxy appoints the Management Nominees, this Proxy will be
voted as recommended by Management.
Interim Financial Statements - Mark this box if you would
like to receive Interim Financial Statements and
accompanying Management's Discussion and Analysis by
mail.
mail. Annual Financial Statements - Mark this box if you would
like to receive the Annual Financial Statements and
accompanying Management's Discussion and Analysis by
securityholders' meeting. Information Circular - Mark this box if you would like to
receive the Information Circular by mail for the next
If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
D I I Q 3 3 8 5 3 4 A R 1

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