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Flow Beverage Corp. Proxy Solicitation & Information Statement 2021

Apr 16, 2021

47256_rns_2021-04-16_0b7c2334-5a66-4700-9f7d-c6f881d43e51.pdf

Proxy Solicitation & Information Statement

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RG One Corp. (the “Corporation”)

FORM OF PROXY (“PROXY”)

Annual and Special Meeting May 7, 2021 at 10:00 a.m. (EDT) Via Teleconference 647-797-0071 (Toronto) or 1-833-600-1823 (Outside Toronto) Upon Entering Conference Room Number: 184-620-347# (the “Meeting”)

RECORD DATE: April 7, 2021 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: May 5, 2021 at 10:00 a.m. (EDT)

VOTING METHOD

FILING DEADLINE FOR PROXY:
May 5, 2021 at 10:00 a.m. (EDT)
FILING DEADLINE FOR PROXY:
May 5, 2021 at 10:00 a.m. (EDT)
**VOTING METHOD **
INTERNET Go towww.voteproxyonline.comand enter the 12
digit control numberabove
FACSIMILE 416-595-9593
MAIL TSX Trust Company
301 - 100 Adelaide Street West
Toronto, Ontario,M5H 4H1

The undersigned hereby appoints Isaac Maresky , whom failing Gadi Levin (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 – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Number of Directors 1. Number of Directors FOR FOR FOR FOR FOR FOR AGAINST AGAINST AGAINST AGAINST AGAINST AGAINST **6. Name Change ** FOR FOR FOR FOR FOR AGAINST AGAINST AGAINST AGAINST AGAINST AGAINST
To set the number of directors at three (3) and conditional upon completion of
the reverse take-over of the Corporation by Flow Water Inc. (the "Business
Combination"), fixing the number of directors to be elected to five (5).
To approve a special resolution of the Corporation authorizing an
amendment to the articles of the Corporation to change the name of the
Corporation to “Flow Beverage Corp.”, and to ensure eligibility of the
Corporation as a “B Corp” as more fully described in the Circular.
7. Consolidation
FOR
AGAINST

2. Election of Directors For the Period Until the Completion of
the Business Combination
FOR WITHHOLD
a)
Isaac Maresky
To approve a special resolution of the Corporation authorizing an
amendment to the articles of the Corporation to reflect a consolidation of
the common shares in the capital of the Corporation (the “Common
Shares”) within the range of one of the Corporation’s post-consolidation
Common Shares for every 300 to 500 of the Corporation’s pre-
consolidation Common Shares of the same class, as more fully described
in the Circular
b)
Gadi Levin
c)
Alan Friedman
3. Election of Directors For the Period Following the
Completion of the Business Combination
FOR
WITHHOLD
.
8. Share Amendments
FOR AGAINST
a)
Patrick Bousquet-Chavanne
To approve a special resolution of the Corporation approving the
b)
Marc Caira

amendment of the articles of the Corporation to create a new class of
multiple voting shares of the Corporation and amend the rights and
restrictions of the Common Shares, and to re-designate the Common
Shares as subordinate voting shares of the Corporation as more fully
described in the Circular.
FOR
AGAINST
c)
Joe Jackman
d)
Lori O’Neill
e)
Nicholas Reichenbach

9. Continuance
FOR
4. Appointment of Auditor FOR WITHHOLD To approve a special resolution of the Corporation authorizing and
approving the continuance of the Corporation from the Province of Ontario
into the Federal jurisdiction of Canada in accordance with the Canada
Business Corporations Act (the "Continuance"), as more fully described in
the Circular.
Appointment ofMcGovern Hurley LLPas auditor of the Corporation to hold
office until the earlier of: (a) the next annual meeting of the Shareholders, or
(b) the closing time of the Business Combination. The appointment ofErnst &
Young LLPas auditor of the Corporation to hold office following closing of the
Business Combination until the next annual meetin of the Shareholders
10. Bylaws FOR AGAINST
g .
5. Omnibus Incentive Plan
FOR AGAINST To approve an ordinary resolution ratifying, confirming and approving the
l l f h Ci flli h Ci
To approve, by ordinary resolution, a new omnibus incentive plan of the
new genera by-aws o te orporaton oowng te ontnuance, as more
fully described in the Circular.

To approve, by ordinary resolution, a new omnibus incentive plan of the Corporation conditional on and effective upon the closing of the Business Combination, including the reservation for issuance thereunder of all unallocated options, rights and other entitlements, as more fully described in the management information circular dated April 8, 2021 (the "Circular").

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

  1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

  2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

  3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management 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.

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

I am currently a security holder of the Corporation and as such request the following:

[Annual Financial Statements with MD&A ]

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

  1. 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.

  2. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Corporation.

RG One Corp. 2021

  1. 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 security holders of the Corporation.

  2. 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 Proxies , 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 Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

  3. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

  4. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

TSX Trust Company offers at no cost to security 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 security holder forms and Frequently Asked Questions.

To register, please visit www.tsxtrust.com/investorinsite

Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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