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Freshlocal Solutions Inc. AGM Information 2022

Feb 17, 2022

47561_rns_2022-02-17_100b7a3c-b42b-4577-bf4b-92ea06a87b97.pdf

AGM Information

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FRESHLOCAL SOLUTIONS INC.

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Intermediary

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Voting Instruction Form (“VIF”) - Annual General and Special Meeting to be held on March 30, 2022

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

  1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

  2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

  3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

  4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

  5. If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.

  6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

  7. Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

  8. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

  9. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

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  1. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

VIFs submitted must be received by Computershare by 10:00 a.m. (Vancouver time) on March 28, 2022.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.

  • 1-866-734-VOTE (8683) Toll Free

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To Vote Using the Internet

  • Go to the following web site: www.investorvote.com

  • Smartphone? Scan the QR code to vote now.

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To Virtually Attend the Meeting

  • You can attend the meeting virtually by visiting the URL provided on the back of this document.

If you vote by telephone or the Internet, DO NOT mail back this VIF.

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 choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01SURA

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Appointee(s)

I/We being holder(s) of securities of Freshlocal Solutions Inc. (the “Company”) hereby appoint: D. Neil McDonnell, Chair, or failing this person, Monique Wilberg, a director, or failing this person, Eric Phaneuf, a director (the “Management Nominees”)

OR

If you wish to attend in person or appoint someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).

Note: If you are completing the appointment box above and your appointee intends to attend online, YOU MUST go to http://www.computershare.com/FreshLocal and provide Computershare with the name and email address of your appointee. Computershare will use this information ONLY to provide the appointee with a username to allow registration for, and gain entry to, the online Meeting. Once your appointee has obtained its four-digit user code from Computershare, the appointee MUST go to https://bit.ly/33WOHDh and complete the online registration form with the requested information, i.e. full name (or legal name in the case of a corporation), email address and the four-digit user code provided to it by Computershare. After registering, your appointee will receive a confirmation email sent to the email address it provided in the online registration form with access instructions for the day of the online Meeting. This confirmation email with access instructions will also be sent out the last business day prior to the Meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the voter 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 Annual General and Special Meeting of shareholders (the “ Meeting ”) of the Company to be held in virtual format only via live audio webcast on March 30, 2022 at 10:00 a.m. (Vancouver time) and at any adjournment or postponement thereof. To register for the Meeting and obtain the access instructions, please refer to the instructions in the accompanying Notice of Meeting and management information circular of the Company dated February 11, 2022 (the “ Information Circular ”).

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against
1. Number of Directors
To set the number of directors at fve.
2. Election of Directors
For Withhold For Withhold For Withhold
01. Simon Cairns 02. Douglas Harrison 03. D. Neil McDonnell
04. Eric Phaneuf 05. Monique Wilberg
For Withhold
3. Appointment of Auditors
Appointment of Deloitte LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and authorizing the directors to fx the auditors’
remuneration.
For Against

4. Stock Option Plan

To consider and, if deemed appropriate, to pass an ordinary resolution to: (i) approve the stock option plan of the Company (the “Stock Option Plan”); (ii) authorize the unallocated stock options under the Stock Option Plan; (iii) ratify the grants of previously granted stock options under the former stock option plan of the Company; and (iv) ratify the grants of stock options made pursuant to the Stock Option Plan since April 16, 2021, as more particularly described in the Information Circular.

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5. Share Unit Plan

To consider and, if deemed appropriate, to pass an ordinary resolution to: (i) approve the share unit plan of the Company (the “Share Unit Plan”); (ii) authorize the unallocated restricted share units (“RSUs”) and performance share units under the Share Unit Plan; and (ii) ratify the grants of RSUs made pursuant to the Share Unit Plan since April 16, 2021, as more particularly described in the Information Circular.

6. Deferred Share Unit Plan

To consider and, if deemed appropriate, to pass an ordinary resolution to: (i) approve the deferred share unit plan of the Company (the “DSU Plan”); and (ii) authorize the unallocated deferred share units under the DSU Plan, as more particularly described in the Information Circular.

Authorized Signature(s) - This section must be completed for your Signature(s) Date instructions to be executed. I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are MM / DD / YY indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.

Interim Financial Reports – Mark this box if you Annual Financial Statements – Mark this box if you would like to receive Interim Financial Reports 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 VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

R H V Q

A R 1

3 3 0 5 5 9

01SUSC