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FRNT FINANCIAL Proxy Solicitation & Information Statement 2024

Nov 21, 2024

48220_rns_2024-11-21_33aeaa6f-b93c-4c09-bf73-9d46335652fc.pdf

Proxy Solicitation & Information Statement

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Trader’s Bank Building 702, 67 Yonge Street Toronto ON M5E 1J8

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FRNT FINANCIAL INC.

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Form of Proxy – Annual General and Special Meeting to be held on December 12, 2024

Appointment of Proxyholder

I/We being the undersigned holder(s) of FRNT Financial Inc. hereby appoint Stéphane

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

Ouellette, Chief Executive Officer of the Company or failing this person, David OR Washburn, President of the Company or failing this person, Stefan Politano, legal counsel to the Company

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 all other matters that may properly come before the Annual General and Special Meeting of FRNT Financial Inc. to be held at Suite 3200, Bay Adelaide Centre- North Tower, 40 Temperance St., Toronto, ON M5H 0B4 at 1:00 p.m. (Toronto Time) or at any adjournment thereof.


been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual General and SpecialMeeting ofFRNT Financial Inc.to be held atSuite
3200, Bay Adelaide Centre- North Tower, 40 Temperance St., Toronto, ON M5H 0B4at1:00 p.m. (Toronto Time)or at any adjournment thereof.

been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual General and SpecialMeeting ofFRNT Financial Inc.to be held atSuite
3200, Bay Adelaide Centre- North Tower, 40 Temperance St., Toronto, ON M5H 0B4at1:00 p.m. (Toronto Time)or at any adjournment thereof.

been given, as the proxyholder sees fit) and all other matters that may properly come before theAnnual General and SpecialMeeting ofFRNT Financial Inc.to be held atSuite
3200, Bay Adelaide Centre- North Tower, 40 Temperance St., Toronto, ON M5H 0B4at1:00 p.m. (Toronto Time)or at any adjournment thereof.
1. Number of Directors.To set the number of directors to be elected at the Meeting to five (5).
For
Against
2. Election of Directors.
For
Withhold
a.
Stéphane Ouellette
b.
Adam Rabie
d.
Dan Cristall
e.
Geoffrey Browne
For
Withhold
For
Withhold
c.
Eric Richmond
3. Appointment of Auditors.To re-appoint Baker Tilly WM LLP as auditors of the
renumeration.
Company for the ensuing year and to authorize the director to fix their
For
Withhold
4. Approval of 20% Fixed Option Plan.To consider and, if deemed advisable, to
Company’s 20% fixed stock option plan (the “20% Fixed Option Plan”).
pass, with or without variation, an ordinary resolution approving the For
Against
Authorized Signature(s) – This section must be completed for your instructions
to be executed.
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 as recommended by Management.
Signature(s): Date
MM / DD / YY

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Annual Financial Statements – Check the box to the right if you would like to RECEIVE the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

This form of proxy is solicited by and on behalf of Management. Proxies must be received by 1:00 p.m., Toronto Time, on December 10, 2024.

Notes to Proxy

  1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

  2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

  3. This proxy should be signed in the exact manner as the name appears 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 to the holder.

  4. 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.

  5. 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.

  6. 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.

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

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To Vote Your Proxy Online please visit: https://vote.odysseytrust.com

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/ .

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. A return envelope has been enclosed for voting by mail.