AI assistant
HAW Capital 2 Corp. — Proxy Solicitation & Information Statement 2025
Nov 4, 2025
47946_rns_2025-11-04_47b82436-a165-4b46-963a-d6aa7f2fdab7.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
HAW Capital 2 Corp. (the "Company")
Form of Proxy – Annual General and Special Meeting to be held on November 25, 2025
ODYSSEY
Trader's Bank Building
1100, 67 Yonge Street
Toronto, ON M5E 1J8
Appointment of Proxyholder
I/We being the undersigned holder(s) of HAW Capital 2 Corp. hereby appoint Scott McGregor, Chief Executive Officer or failing this person, Marshall Mewha, Chief Financial Officer (the "Management Nominees")
OR
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:
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 HAW Capital 2 Corp. to be held at the office of the Company, 4500, 855 2nd Street S.W. Calgary at 10:00 a.m. on November 25, 2025 or at any adjournment thereof.
| 1. Number of Directors
To set the number of directors to hold office for the ensuing year at four (4). | | | | | | For
☐ | Against
☐ |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 2.a. Election of Directors
To elect the following as directors, unless item 2(b) applies. | | | | 2.b. Election of Directors
To elect the following as directors of the Company, subject to the completion of the qualifying transaction (the "Qualifying Transaction"), as more particularly described in the Company's management information circular dated October 22, 2025 (the "Information Circular"). | | | |
| | | For | Withhold | | | For | Withhold |
| (i) | Scott McGregor | ☐ | ☐ | (i) | Joel Primus | ☐ | ☐ |
| (ii) | Marshall Mewha | ☐ | ☐ | (ii) | Andrew Kaplan | ☐ | ☐ |
| (iii) | Robert McCue | ☐ | ☐ | (iii) | Michael Gheyle | ☐ | ☐ |
| (iv) | John Campbell | ☐ | ☐ | (iv) | Scott McGregor | ☐ | ☐ |
| 3.a. Appointment of Auditors
To appoint KPMG LLP as Auditors of the Company for the ensuring year and authorizing directors to fix their renumeration, unless item 3(b) applies. | | | | 3.b. Appointment of Auditors
To appoint DMCL Chartered Professional Accountants as Auditor of the Company, subject to the completion of the Qualifying Transaction. | | For | Withhold |
| 4. Approval of Continuance
To consider and, if thought fit, to pass, with or without variation, a special resolution, subject to the completion of the Qualifying Transaction, approving (a) the continuance of the Company from the Business Corporations Act (Alberta) ("ABCA") to the Business Corporations Act (British Columbia) ("BCBCA") (the "Continuance"), (b) the filing of articles of continuance by the Company under the BCBCA, and (c) upon the effective date of the Continuance, the repeal of the Corporation's existing articles under the ABCA and the adoption of a new notice of articles and articles of the Company under the BCBCA, all as more particularly described in the Information Circular. | | | | For
☐ | | Against
☐ | |
| 5. Name Change
To consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving an amendment to the articles of the Company to change its name from "HAW Capital 2 Corp." to "NAKED Revival Inc." or such other similar name as may be determined by the board of directors of the Company, as directed by NAKED Revival Inc., subject to regulatory approval, with effect immediately prior to the Continuance, conditional and effective upon the completion of the Qualifying Transaction, as more particularly described in the Information Circular. | | | | For
☐ | | Against
☐ | |
| 6. Approval of Existing Plan.
To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution ratifying the Company's 10% rolling stock option plan (the "Existing Plan"), as more particularly described in the Information Circular. | | | | For
☐ | | Against
☐ | |
| 7. Approval of Omnibus Plan
To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving the Company's new rolling 10% omnibus incentive plan to take effect and replace the Existing Plan, conditional and effective upon the completion of the Qualifying Transaction, as more particularly described in the Information Circular. | | | | For
☐ | | Against
☐ | |
Authorized Signature(s) – This section must be completed for your instructions to be executed.
Signature(s):
Date
/ / MM / DD / YY
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.
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 DECLINE to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail.
☐
This form of proxy is solicited by and on behalf of Management. Proxies must be received by 10:00am, Calgary time, on November 21, 2025.
Notes to Proxy
- Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual General and Special 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.
- 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.
- This proxy should be signed in the exact manner as the name appears on the proxy.
- If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
- 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.
- 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.
- 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.
- This proxy should be read in conjunction with the accompanying documentation provided by Management.
INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

To Vote Your Proxy Online please visit:
https://login.odysseytrust.com/pxlogin
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 www.odysseycontact.com
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.
Shareholder Address and Control Number Here