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Evertz Technologies Limited Proxy Solicitation & Information Statement 2021

Sep 16, 2021

45828_rns_2021-09-16_e5c6bad6-68f1-4458-af3b-d7724585ba88.pdf

Proxy Solicitation & Information Statement

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EVERTZ TECHNOLOGIES LIMITED

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Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on October 6, 2021 (the "Meeting")

This Form of Proxy is solicited by and on behalf of management of Evertz Technologies Limited (the "Company").

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 persons whose names are printed herein, please strike out the name of the persons whose names are printed herein and insert the name of your chosen proxyholder in the space provided (see reverse).

  2. 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.

  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

  4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by management of the Company ("Management") to the holder.

  5. 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.

  6. The securities represented by this proxy will be voted or withheld from voting, 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.

  7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 am, Eastern Time, on October 4, 2021, or 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting.

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Appointment of Proxyholder

I/We, being holder(s) of the Company hereby appoint: Douglas DeBruin, Chairman of the board of directors of the Company (the "Management Nominee")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

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as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Meeting of shareholders of the Company to be held at 1160 Sutton Drive, Burlington, Ontario on Wednesday, October 6, 2021 at 10:00 am (Eastern Time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

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1.Election of Directors For Withhold For Withhold For Withhold
01. To re-elect Romolo Magarelli 02. To re-elect Douglas A. 03. To re-elect Christopher M.
as a director. DeBruin as a director. Colclough as a director.
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04. To re-elect Dr. Thomas V. 05. To re-elect Dr. Ian L. 06. To re-elect Rakesh Patel as
Pistor as a director. McWalter as a director. a director.
07. To re-elect Brian Piccioni as
a director.
For Withhold
2.Appointment of Auditor
To appoint BDO Canada LLP as the auditor of the Company and to authorize the directors to fix their remuneration.
For Against

3. Re-Approval of the Stock Option Plan

To approve the Stock Option Plan Resolution (as defined in the Company's Management proxy dated August 25, 2021, a copy of which accompanies this proxy).

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Signature of Proxyholder

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.

Signature(s)

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Date

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Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.

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Annual Financial Statements - Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

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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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