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Eddy Smart Home Solutions Ltd. — Proxy Solicitation & Information Statement 2024
May 24, 2024
48019_rns_2024-05-24_0b07af22-a4a1-41e0-b58f-e86a5d05781c.pdf
Proxy Solicitation & Information Statement
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EDDY SMART HOME SOLUTIONS LTD. (the " Company ")
Annual and Special Meeting June 17, 2024 at 11:00 AM (Canada/Eastern Standard) 6 Eglinton Ave E, Suite 200, Toronto, ON M4P 1A6 (the " Meeting ")
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Electronic Delivery
Proxy Voting – Guidelines and Conditions
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THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE COMPANY.
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THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
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If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
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This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
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The securityholder has a right to appoint a person or company to represent the securityholder at the Meeting other than the person or company designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled “Please print appointee name”, the name of the person to be appointed, who need not be a securityholder of the Company.
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To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Company.
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To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.
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If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.
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Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.
If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so:
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After you vote online at www.voteproxyonline.com using your control number.
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Through TSX Trust’s online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login
For details go to www.tsxtrust.com/consent-to-electronic-delivery
VOTING METHOD
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Internet Go to www.voteproxyonline.com and enter the 12 digit
control number
FACSIMILE 416-595-9593
MAIL or HAND TSX Trust Company
DELIVERY 301-100 Adelaide Street West
Toronto, Ontario, M5H 4H1
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Investor inSite
TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions.
To register, please visit: https://tsxtrust.com/t/investor-hub/forms/investor-insiteregistration and complete the registration form.
| For assistance, | please contact TSX TRUST INVESTOR SERVICES. |
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| Mail: | 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1 |
| Tel: | 1-866-600-5869 |
| Email: | [email protected] |
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FORM OF PROXY (“PROXY”)
EDDY SMART HOME SOLUTIONS LTD. (the " Company ") CONTROL NUMBER: «CONTROL_NUMBER»
Annual and Special Meeting June 17, 2024 at 11:00 AM (Canada/Eastern Standard) 6 Eglinton Ave E, Suite 200, Toronto, ON M4P 1A6 SECURITY CLASS: Common Shares RECORD DATE: April 30, 2024 FILING DEADLINE FOR June 13, 2024 at 11:00 AM PROXY: (Canada/Eastern Standard)
APPOINTEES
The undersigned hereby appoints Cory Silver, whom failing Boris Baril, (the “Management Nominees”) or instead of any of them, the following Appointee
PLEASE PRINT APPOINTEE NAME
as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.
- SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES
| 1. Number of Directors | FOR | AGAINST | 2. Election of Directors | FOR | WITHHOLD |
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| To set the number of Directors at 6 | A) Mark Silver | ||||
| B) Chris Gower | |||||
| C) Paul Pathak | |||||
| D) Gary Goodman | |||||
| E) George Krieser | |||||
| F) William Jones | |||||
| 3. Appointment of Auditor | FOR | WITHHOLD | 4. Consolidation Resolution | FOR | AGAINST |
| Appointment of MNP LLP as Auditor of the | To consider, and if thought appropriate, pass, | ||||
| Company for the ensuing year and authorizing the Directors to fx their remuneration. |
whether with or without variation a special resolution authorizing a consolidation of the |
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| issued and outstanding common shares of the | |||||
| Company on the basis of one hundred (100) | |||||
| pre-consolidation common shares for each one | |||||
| post-consolidation common share, or such | |||||
| lower ratio as the board may determine, and | |||||
| as further described in the Management | |||||
| Information Circular. | |||||
| 5. Shareholder Approval of the Ofering To consider, and if thought appropriate, pass, |
FOR | AGAINST | 6. Approval of Omnibus Equity Incentive Plan |
FOR | AGAINST |
| whether with or without variation, an ordinary | To consider, and if thought appropriate, pass, | ||||
| resolution to approve, Mr. Silver's or his | whether with or without variation, an ordinary | ||||
| controlled companies' participation in the Ofering and completion of the Debt Conversion and to the extent that Mr. Silver will thereby increase his shareholdings above |
resolution approving the adoption of a new equity incentive plan of the Company, which will take efect after completion of the Consolidation, Ofering, and Debt Conversion |
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| 20% of the issued and outstanding post- | and which shall consist of a 10% rolling equity | ||||
| Consolidation Shares, the creation of Mr. Silver as a "Control Person" as such term is defned |
incentive grant component, as further described in the Management Information |
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| in TSX-V Policy 1.1 and the issuance of the | Circular. | ||||
| Post-Consolidation Shares to Mr. Silver or his | |||||
| controlled companies as a "related party | |||||
| transaction" in accordance with MI 61-101, all | |||||
| as further described in the Management | |||||
| Information Circular. |
PLEASE PRINT NAME
Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and Management’s Discussion and Analysis.
The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED Signature of registered owner(s) Date(MM/DD/YYYY) Annual Financial Statements – Mark this box if you would like Annual Financial Statements and Management’s Discussion and Analysis.
If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593 Check this box if you wish to receive the selected financial statements electronically (optional on the Issuer providing via email) EMAIL
By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronic-delivery? lang=en