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East Side Games Group Inc. — Proxy Solicitation & Information Statement 2020
May 20, 2020
47766_rns_2020-05-19_a45f8aaf-577c-4cf2-9cdb-8abfb06f4cf9.pdf
Proxy Solicitation & Information Statement
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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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Form of Proxy - Annual and Special Meeting to be held on June 24, 2020
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
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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 persons 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 proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.
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This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
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If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
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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, this proxy will be voted as recommended by Management.
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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 and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
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This proxy 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.
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This proxy should be read in conjunction with the accompanying documentation provided by Management.
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Proxies submitted must be received by 5:00 pm (Toronto time) on June 22, 2020.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
To Virtually Attend To Receive Documents Electronically the Meet ~~i~~ ng
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To Vote Using the Telephone
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To Vote Using the Telephone To Vote Using the Internet To Receive Documents Electronically the Meet ~~i~~ ng
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• Call the number listed BELOW from a touch • Go to the following web • You can enroll to receive future • You can attend the meeting virtually by tone telephone. site: www.investorvote.com securityholder communications electronically visiting the URL provided on the back of
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1-866-732-VOTE (8683) Toll Free • Smartphone? by visiting www.investorcentre.com and this proxy. Scan the QR code clicking at the bottom of the page. to vote now.
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Call the number listed BELOW from a touch tone telephone.
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
01LS1B
Appointment of Proxyholder
I/We, being holder(s) of Pivot Technology Solutions, Inc. hereby appoint:
Kevin Shank, CEO, or failing him, Matthew Girardot, Corporate Secretary
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Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
Note: If completing the appointment box above YOU MUST go to https://www.computershare. com/Pivot 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 user name to gain entry to the online meeting.
as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as recommended by Management) and all other matters that may properly come before the Annual and Special Meeting of shareholders of Pivot Technology Solutions, Inc. (the “Corporation”) to be held online at https:// web.lumiagm. com/268736229 on June 24, 2020 at 10:00 am, Toronto 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 | |||||||||
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| For | Withhold | For | Withhold | For | Withhold | ||||
| 01. Vic Bhagat | 02. Wade K. Dawe | 03. Steve DiGregorio | |||||||
| 04. Christopher Formant | 05. Stephen T. Moore | 06. Kevin Shank | |||||||
| 07. M. Lazane Smith | |||||||||
| For | Withhold | ||||||||
| 2. Appointment of Auditors | |||||||||
| To reappoint Ernst & Young LLP, Chartered Accountants, as auditors of the Corporation for the ensuing year | and authorize the Directors to fx the remuneration of the | ||||||||
| auditors. | |||||||||
| For | Against |
3. By-Law Amendments
To approve an ordinary resolution of the shareholders of the Corporation, that:
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The amendments to By-Law Nos. 2 and 3 of the Corporation (together, the “ By-Law ”), substantially in the form set out in Schedule A to the management information circular of the Corporation dated May 14, 2020, be and are hereby approved, ratified and confirmed.
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The restatement of the Corporation’s By-Law to reflect the foregoing amendment be and is hereby authorized.
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Any director or officer of the Corporation, be, and each of them is hereby, authorized and directed for and on behalf and in the name of the Corporation, to execute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to give effect to this resolution.
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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 proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy 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 proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
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