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DREAM Unlimited Corp. Proxy Solicitation & Information Statement 2020

May 19, 2020

47147_rns_2020-05-19_aaeb17ef-ccd1-4356-a224-e85787a546d5.pdf

Proxy Solicitation & Information Statement

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PROXY FORM

ANNUAL AND SPECIAL MEETING DREAM UNLIMITED CORP.

WHEN:

TUESDAY, JUNE 30, 2020 AT 1:00 PM EDT

WHERE: WWW.VIRTUALSHAREHOLDERMEETING.COM/DRM2020

STEP 1

REVIEW YOUR VOTING OPTIONS

ONLINE: VOTE AT PROXYVOTE.COM USING YOUR COMPUTER BY TELEPHONE: YOU MAY ENTER YOUR VOTING INSTRUCTIONS BY TELEPHONE OR MOBILE DATA DEVICE. YOUR CONTROL NUMBER IS AT: ENGLISH: 1-800-474-7493 OR FRENCH: 1-800-474-7501 LOCATED BELOW.

BY MAIL: THIS PROXY FORM MAY BE RETURNED BY MAIL IN THE ENVELOPE PROVIDED.

==> picture [22 x 39] intentionally omitted <==

SCAN TO VIEW MATERIAL AND VOTE NOW

REMINDER: PLEASE REVIEW THE MANAGEMENT INFORMATION CIRCULAR BEFORE VOTING.

G-13122017

CONTROL NO.: ➔

PROXY DEPOSIT DATE: BY 5:00 P.M. (EASTERN TIME) ON JUNE 26, 2020

INSTRUCTIONS:

  1. This proxy is solicited by or on behalf of management of Dream Unlimited Corp. (the "Corporation") for the Annual and Special Meeting (the “Meeting”) of the holders (“Shareholders”) of Class A Subordinate Voting Shares ("Subordinate Voting Shares") and Class B Common Shares ("Common Shares") and together with the Subordinate Voting Shares, the "Shares") of the Corporation.

  2. You have the right to appoint a different person or company (with appropriate documentation) of your choice, who need not be a Shareholder, to attend and act on your behalf at the Meeting of the Corporation. If you wish to appoint a person, please insert the name of your chosen proxyholder and provide a unique APPOINTEE IDENTIFICATION NUMBER for your Appointee to access the live webcast meeting in the space provided either online at www.proxyvote.com or in Step 2 (see reverse). The Shares represented by this form of proxy may be voted at the discretion of the proxyholder with respect to amendments or variations to the matters identified in the notice of Meeting and with respect to other matters that may properly be brought before the Meeting.

You MUST provide your Appointee the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER to access the Meeting. Appointees can only be validated

at the live webcast meeting using the EXACT NAME and EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER you enter.

IF YOU DO NOT CREATE AN EIGHT CHARACTER APPOINTEE IDENTIFICATION NUMBER, YOUR APPOINTEE WILL NOT BE ABLE TO ACCESS THE LIVE WEBCAST MEETING.

  1. This instrument of proxy will not be valid and not be acted upon or voted unless it is completed as outlined herein and delivered to the attention of Proxy Tabulation, P.O. Box 3700, STN Industrial Park, Markham, ON, L3R 9Z9, Canada, by 5:00 p.m. (Eastern Time), on June 26, 2020 or if the Meeting is postponed or adjourned, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for any reconvened meeting at which the proxy is to be used.

  2. If the Shares are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this form of proxy. If you are voting on behalf of a corporation or another individual, documentation evidencing your power to sign this form of proxy with signing capacity stated may be required.

  3. In order to expedite your vote, you may use a touch-tone telephone or the Internet. To vote by telephone, call toll free 1-800-474-7493 (English) or 1-800-474-7501 (French). You will be prompted to provide your control number located above. The telephone or Internet voting service is not available on the day of the Meeting and the telephone system cannot be used if you designate another person to attend on your behalf. To vote via the Internet, go to www.proxyvote.com and follow the instructions. If you vote by telephone or the Internet, do not mail back this instrument of proxy.

  4. The form of proxy should be signed in the exact manner as the name appears on the form of proxy.

  5. If the form of proxy is not dated, it will be deemed to bear the date on which it was mailed to the Shareholder.

  6. The Shares represented by this form of proxy will be voted as directed. If no voting preferences are indicated on the reverse, this form of proxy will be voted as recommended by Management.

  7. This form of proxy should be read in conjunction with the accompanying documentation provided by Management.

PLEASE SEE OVER

E-R4

PROXY FORM

DREAM UNLIMITED CORP.

MEETING TYPE: ANNUAL AND SPECIAL MEETING MEETING DATE: TUESDAY, JUNE 30, 2020 AT 1:00 PM EDT RECORD DATE: MAY 21, 2020 PROXY DEPOSIT DATE: JUNE 26, 2020 CUID: ACCOUNT NO: CUSIP:

CONTROL NO.: ➔

STEP 2

APPOINT A PROXY (OPTIONAL)

APPOINTEE(S): MICHAEL COOPER, OR FAILING HIM, MEAGHAN PELOSO

Change Appointee

If you wish to designate another person to attend, vote and act on your behalf at the Meeting, or any adjournment or postponement thereof, other than the person(s) specified above, go to www.proxyvote.com or print your name or the name of the other person attending the Meeting in the space provided herein and provide a unique APPOINTEE IDENTIFICATION NUMBER USING ALL BOXES for your Appointee to access the Meeting. You may choose to direct how your Appointee shall vote on matters that may come before the Meeting or any adjournment or postponement thereof. Unless you instruct otherwise your Appointee will have full authority to attend, vote, and otherwise act in respect of all matters that may come before the Meeting or any adjournment or postponement thereof, even if these matters are not set out in the proxy form or the circular for the Meeting. You can also change your Appointee online at www.proxyvote.com.

You MUST provide your Appointee the EXACT NAME and an EIGHT (8) CHARACTER APPOINTEE IDENTIFICATION NUMBER to access the Meeting. Appointees can only be validated at the Virtual Shareholder Meeting using the EXACT NAME and EIGHT (8) CHARACTER APPOINTEE IDENTIFICATION NUMBER you enter below.

PLEASE PRINT APPOINTEE NAME INSIDE THE BOX

MAXIMUM 22 CHARACTERS - PLEASE PRINT CLEARLY

CREATE AN EIGHT (8) CHARACTER IDENTIFICATION NUMBER FOR YOUR APPOINTEE

MUST BE EIGHT CHARACTERS IN LENGTH - PLEASE PRINT CLEARLY

STEP 3

COMPLETE YOUR VOTING DIRECTIONS

VOTING RECOMMENDATIONS ARE INDICATED BY
OVER THE BOXES (FILL
HIGHLIGHTED TEXT
ITEM(S):
IN ONLY ONE BOX “ ” PER ITEM IN BLACK OR BLUE INK)
FOR
FOR
WITHHOLD
FOR
WITHHOLD
FOR
WITHHOLD
FOR
WITHHOLD
FOR
WITHHOLD
FOR
WITHHOLD
FOR
WITHHOLD
JAMES EATON
JOANNE FERSTMAN
1C
RICHARD N. GATEMAN
1D
JANE GAVAN
1E
DUNCAN JACKMAN
1F
JENNIFER LEE KOSS
1G
VINCENZA SERA
1H
02
ELECTION OF DIRECTORS
MICHAEL J. COOPER
1A
FOR
WITHHOLD
WITHHOLD
1B
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE AUDITOR OF THE
CORPORATION AND AUTHORIZING THE DIRECTORS OF THE CORPORATION TO
FIX THE REMUNERATION OF THE AUDITOR.
TO RECEIVE FUTURE PROXY MATERIALS BY MAIL CHECK THE BOX TO THE RIGHT. TO
REQUEST MATERIALS FOR THIS MEETING REFER TO THE NOTICE INCLUDED IN THE
PACKAGE WITH THIS FORM.
THIS DOCUMENT MUST BE SIGNED AND DATED
STEP 4
M
M
D
D
Y
Y
SIGNATURE(S)
INVALID IF NOT SIGNED
03
FOR
AGAINST
TO PASS A SPECIAL RESOLUTION AUTHORIZING AND APPROVING AN
AMENDMENT TO DREAM UNLIMITED CORP.'S ARTICLES TO EFFECT A
CONSOLIDATION OF: (I) THE ISSUED AND OUTSTANDING SUBORDINATE
VOTING SHARES ON THE BASIS OF ONE (1) POST-CONSOLIDATION
SUBORDINATE VOTING SHARE FOR EVERY TWO (2) PRE-CONSOLIDATION
SUBORDINATE VOTING SHARES, AND (II) THE ISSUED AND OUTSTANDING
COMMON SHARES ON THE BASIS OF ONE (1) POST-CONSOLIDATION
COMMON SHARE FOR EVERY TWO (2) PRE-CONSOLIDATION COMMON
SHARES, AS MORE PARTICULARLY SET FORTH IN THE ACCOMPANYING
MANAGEMENT INFORMATION CIRCULAR OF DREAM UNLIMITED CORP.
DATED MAY 15, 2020.