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EnGold Mines Ltd. Proxy Solicitation & Information Statement 2021

May 11, 2021

44036_rns_2021-05-11_e8254e5d-eddd-4922-80d5-7a6156d1ec1e.pdf

Proxy Solicitation & Information Statement

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Under Canadian Securities Law, you are entitled to receive certain investor documents. If you wish to receive such material, please tick the applicable boxes below.

I would like to receive quarterly financial statements.

FORM OF PROXY — CLASS B SHARES

This proxy is solicited by the management of MDC Partners Inc. (“MDC” or “the Company”) for use at the Annual Meeting of Shareholders to be held on June 22, 2021 at 12:30 p.m.

(Eastern Daylight Time) (the “Meeting”). The Meeting will be held live via the internet at https://web.lumiagm.com/417438029. Enter your unique 13-digit control number located on your form of proxy and the password: mdc2021.

I/We, being shareholder/s of MDC, hereby appoint as my or our nominee, Mr. Frank Lanuto, or failing him, Mr. David Ross, or instead of the foregoing, (strike out preceding names and print name of alternative nominee) _______, as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual Meeting of Shareholders of the Company to be held virtually at 12:30 p.m. (Eastern Daylight Time) on June 22, 2021, and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

Management recommends voting FOR resolutions 1, 2 and 3. Please use a black pencil or pen.

I would like to receive future mailings by email at ____.

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 FOR each of the matters specified above, or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

Print Name(s): Number of Shares Represented:

Signature(s) Date

Please sign exactly as your name/s appear on this proxy. Please see reverse for instructions. All proxies must be received by 12:30 p.m. (Eastern Daylight Time) on June 18, 2021. The proxy cut off time may be waived or extended by the chairman of the Meeting without notice.

1. Election of Directors

The nominees proposed by management to act as directors of MDC Partners, to hold office until successors are elected at the next annual meeting of MDC Partners, or any adjournment or postponement thereof, or until his successor is otherwise elected, are:

1. Mark J. Penn
2. Charlene Barshefsky
3. Asha Daniere
4. Bradley J. Gross
5. Wade Oosterman
6. Desiree Rogers
7. Irwin D. Simon
2. Executive Compensation
FOR
FOR
WITHHOLD
AGAINST
WITHHOLD
WITHHOLD
AGAINST
WITHHOLD
The recommendation put forth by management is for
the approval of a non-binding advisory resolution on
the Company’s executive compensation.
3. Appointment of Auditors FOR AGAINST
WITHHOLD
The auditor nomination proposed by management is
BDO USA, LLP, to act as auditors of MDC Partners
and to authorize the Audit Committee to fx their
remuneration.

Notes to Proxy

How to Vote

  1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

  2. A shareholder has the right to appoint a person to attend and act for him or her and on his or her behalf at the online Meeting other than the persons designated in this form of proxy. Such right may be exercised by filing in the name of such person in the blank space provided and striking out the names of management’s nominees. A person appointed as nominee to represent a shareholder need not be a shareholder of MDC Partners. A person appointed as your proxy holder must be present at the online Meeting to vote. NOTE: If you are appointing a proxyholder other than the management nominees, you MUST call 1-866-751-6315 (within North America) or 212-235-5754 (outside of North America) by 12:30 p.m. (Eastern Daylight Time) on June 18, 2021 and provide AST Trust Company (Canada) with the required information for your chosen proxyholder so that AST Trust Company (Canada) may provide the proxyholder with a Control Number via email. Alternatively, a duly appointed proxyholder may request a control number by completing a form online using the following link: https://lp.astfinancial.com/ControlNumber. This Control Number will allow your proxyholder to log in to and vote at the Meeting. Without a Control Number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote.

  3. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

  4. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

  5. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the online Meeting. However, if two or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy.

All holders should refer to the Management Information Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of Management of the Company.

INTERNET

  • Go to www.astvotemyproxy.com, enter the 13-digit control number printed on this form and follow the instructions on screen.

TELEPHONE

  • Use any touch-tone phone, call 1-888-489-5760 (toll-free in the United States and Canada), enter the 13-digit control number printed on this form and follow the voice instructions. If you vote by telephone, do not return this proxy.

MAIL, FAX or EMAIL

  • Complete and return your signed proxy in the envelope provided or send to:

  • AST Trust Company (Canada) Attn: Proxy Department P.O. Box 721 Agincourt, ON MIS 0A1

  • Alternatively, you may fax your proxy to 416-368-2502 or l-866-781-3111 (toll free in the United States and Canada), or scan and email to [email protected].

An undated proxy is deemed to be dated on the day it was received by AST.

If you wish to receive investor documents electronically in future, please visit https://ca.astfinancial.com/edelivery to enroll.

All proxies must be received by 12:30 p.m. (Eastern Daylight Time) on June 18, 2021. The proxy cut off time may be waived or extended by the chairman of the meeting without notice.

Any questions and requests for assistance may be directed to the Strategic Shareholder Advisor and Proxy Solicitation Agent:

The Exchange Tower 130 King Street West, Suite 2950, P.O. Box 361 Toronto, Ontario Canada M5X 1E2

Call Toll-Free at: 1-877-659-1821 within North America Call Collect at: 416-867-2272 outside North America E-mail: [email protected] Facsimile: 416-867-2271 / Toll Free Facsimile: 1-866-545-5580