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Great-West Lifeco Inc. — Proxy Solicitation & Information Statement 2023
Mar 24, 2023
43106_rns_2023-03-24_112874ac-c4c3-4577-950a-67a9bb57a2b5.pdf
Proxy Solicitation & Information Statement
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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com
Security Class 123 Holder Account Number
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Form of Proxy - Annual and Special Meeting of Shareholders to be held on May 10, 2023
This Form of Proxy is being solicited by and on behalf of the management of Great-West Lifeco Inc.
Notes to Proxy
1. Each shareholder has the right to appoint a person or company (who need not be a shareholder) other than the persons designated in this form of proxy to represent them at the Annual and Special Meeting and vote on their behalf. If you wish to appoint a proxyholder other than the persons named herein, please insert the name of such proxyholder in the space provided for (see reverse).
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If the shares represented by this proxy are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all of those registered owners must sign this proxy. If you are signing this proxy 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.
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This proxy should be signed in the exact manner in which the shares are registered.
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If this proxy is not dated, it will be deemed to bear the date on which it was mailed by management to the shareholder.
5. The shares represented by this proxy will be voted or withheld from voting as directed by the shareholder, however, if such direction is not given in respect of any matter, and if a management representative has been appointed proxyholder, this proxy will be voted as recommended by management.
- This proxy should be read in conjunction with Great-West Lifeco Inc.’s Management Proxy Circular.
The completed form of proxy must be received by 1:00 p.m. (Eastern time) / 12:00 p.m. (Central time) on May 8, 2023. If the Annual and Special Meeting is adjourned or postponed, the completed form of proxy must be received not later than 48 hours before the Annual and Special Meeting is reconvened.
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THANK YOU
THE EASIEST WAY TO PROVIDE YOUR VOTING INSTRUCTIONS IS BY TELEPHONE OR THE INTERNET, 24 HOURS A DAY, 7 DAYS A WEEK!
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To Receive Documents To Virtually Attend
Using the Telephone Using the Internet Electronically the Meeti n g
• Call the number listed BELOW from a touch • Go to the following web • You can enroll to receive future securityholder • To Virtually Attend the Meeting You
tone telephone. site: www.investorvote.com communications electronically by visiting can attend the meeting virtually by
1-866-732-VOTE (8683) Toll Free • Scan the QR code Smartphone? www.investorcentre.comDocuments Electronically”. and clicking “Receive visiting the URL provided on the back of this proxy.
to vote now.
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If you provide your voting instructions by telephone or the Internet, DO NOT mail back this proxy.
Responding by mail is the only method by which securities held in the name of a corporation or securities being voted on behalf of another individual may be voted. Responding by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the management nominees named on the reverse of this proxy. To respond by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
01VMTC
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Appointment of Proxyholder
I/We being holder(s) of Common Shares or First Preferred Shares instead of any of the foregoing (print the name of the issued by Great-West Lifeco Inc., hereby appoint R. Jeffrey Orr, or OR person you wish to appoint) failing him Paul A. Mahon
Note: If you are appointing a proxyholder other than the Management nominees and your appointee intends on attending the Meeting virtually online, YOU MUST (i) fill in the box above and return your proxy by mail or (ii) submit a proxy by internet at www.investorvote.com. In addition, you must go to www.computershare.com/GWOQ by 1:00 p.m. ET / 12:00 p.m. CT on May 8, 2023, and provide Computershare with the required information for your appointee so that Computershare may provide the appointee with a Username via email. This Username will allow your appointee to log in to and vote at the Meeting. Without a Username your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote.
as my/our proxyholder to attend and act for and on my/our behalf at the Annual and Special Meeting to be held at 190 Simcoe Street, Toronto, Ontario and online at https://web.lumiagm.com/213287617 on Wednesday, May 10, 2023 at 1:00 p.m. (Eastern time) / 12:00 p.m. (Central time) and at any adjournment or postponement, with full power of substitution and with all the powers which I/we could exercise if personally present and with authority to vote or withhold from voting as herein specified (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual and Special Meeting and any adjournment or postponement.
THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND SHAREHOLDERS VOTE FOR THE MATTERS BELOW.
| 1. Proposal to Amend the Articles of the Corporation | 1. Proposal to Amend the Articles of the Corporation | 1. Proposal to Amend the Articles of the Corporation | 1. Proposal to Amend the Articles of the Corporation | FOR | AGAINST | AGAINST | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2. Election of Directors | ||||||||||||||
| FOR | AGAINST | FOR | AGAINST | FOR | AGAINST | FOR | AGAINST | |||||||
| 01. Michael R. Amend | 06. André Desmarais | 11. Paula B. Madoff | 16. | Dhvani D. Shah | ||||||||||
| 02. Deborah J. Barrett |
07. Paul Desmarais, Jr. |
12. Paul A. Mahon | 17. | Gregory D. Tretiak |
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| 03. Robin A. Bienfait | 08. Gary A. Doer | 13. Susan J. McArthur |
18. | Siim | A. Vanaselja | |||||||||
| 04. Heather E. Conway |
09. David G. Fuller | 14. R. Jeffrey Orr | 19. | Brian E. Walsh | ||||||||||
| 05. Marcel R. Coutu | 10. Claude Généreux | 15. T. Timothy Ryan | ||||||||||||
| 3. Appointment of Deloitte LLP | as Auditor | FOR | WITHHOLD | |||||||||||
| 4. Advisory Resolution Accepting Approach to Executive Compensation | FOR | AGAINST |
5. Vote at the discretion of the proxyholder in respect of any amendments or variations to the foregoing and in respect of such other business as may properly come before the Annual and Special Meeting and any adjournment or postponement.
Authorized Signature(s) - This section must be completed for your instructions to be executed.
Signature(s) Date MM / DD / YY INSTEAD OF ACCESSING AN ELECTRONIC COPY OF THE 2023 ANNUAL REPORT, I WISH TO RECEIVE A PAPER COPY BY MAIL
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 Annual and Special Meeting. If no alternate proxyholder has been appointed and no voting instructions are indicated above, this proxy will be voted as recommended by management.
INSTEAD OF ACCESSING ELECTRONIC COPIES OF THE 2023 QUARTERLY REPORTS, I WISH TO RECEIVE PAPER COPIES BY MAIL
The Annual Report is available at greatwestlifeco.com. To protect the environment and to help reduce costs, we encourage you not to mark this box. If you do not mark this box, or do not return this form of proxy, the 2023 Annual Report will not be mailed to you.
The Quarterly Reports are available at greatwestlifeco.com. To protect the environment and to help reduce costs, we encourage you not to mark this box. If you do not mark this box, or do not return this form of proxy, the 2023 Quarterly Financial Statements and MD&A will not be mailed to you.
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