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Jamieson Wellness Inc. — Proxy Solicitation & Information Statement 2024
Mar 29, 2024
47441_rns_2024-03-28_f873365f-6f57-468b-9f3b-127419c23c8c.pdf
Proxy Solicitation & Information Statement
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8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com
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Security Class
Holder Account Number
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Form of Proxy - Annual General Meeting to be held on May 23, 2024
This Form of Proxy is solicited by and on behalf of management (“Management”) of Jamieson Wellness Inc. (“Jamieson”).
Notes to proxy
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Every holder of common shares of Jamieson (“Common Shares”) has the right to appoint some other person or company of their choice, who need not be a holder of Common Shares, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees (as defined below) whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). In addition, YOU MUST go to http://www.computershare.com/jamiesonwellness by 2:00 p.m. EST on May 21, 2024, and provide Computershare with the required information for your chosen proxyholder so that Computershare may provide the proxyholder with a user name via email. This user name will allow your proxyholder to log in to and vote at the meeting. Without a user name your proxyholder will only be able to log in to the meeting as a guest and will not be able to vote.
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If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. 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.
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This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
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If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
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The securities represented by this proxy will be voted as directed by the holder of Common Shares, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
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The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder of Common Shares, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
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This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
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This proxy should be read in conjunction with the accompanying documentation provided by Management.
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To be effective, a proxy must be received by Computershare Investor Services Inc. no later than 2:00 p.m. (Eastern Time) on May 21, 2024 or, if the meeting is adjourned, 48 hours (Saturdays, Sundays and holidays excepted) prior to the time of holding the meeting.
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To vote by mail or delivery, mail or deliver the completed proxy (in the envelope provided) to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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To Receive Documents To Virtually Attend
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To Vote Using the Telephone To Vote Using the Internet Electronically the Meeti ~~n~~ g
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• Call the number listed BELOW from a touch • Go to the following web site: • You can enroll to receive future securityholder • You can attend the meeting virtually by visiting tone telephone. www.investorvote.com communications electronically by visiting the URL provided on the back of this proxy.
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1-866-732-VOTE (8683) Toll Free • Smartphone? www.investorcentre.com. Scan the QR code to vote now.
If you vote by telephone or the Internet, DO NOT mail back this proxy.
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 appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
01ZMCA
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Appointment of Proxyholder
I/We being holder(s) of Common Shares hereby appoint: Michael Pilato, President and Chief Executive Officer of Jamieson, or failing this person, Christopher Snowden, Chief Financial Officer and Corporate Secretary of Jamieson (the “Management Nominees”)
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Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
Note: If completing the appointment box above YOU MUST return your proxy and go to http://www.computershare.com/jamiesonwellness and provide Computershare with the name and email address of the person you are appointing by 2:00 p.m. EST on May 21, 2024. Computershare will use this information ONLY to provide the appointee with an invite code to gain entry to the online meeting. This invite code will allow your appointee to log in to and vote at the meeting. Without an invite code 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 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 on all other matters that may properly come before the Annual General Meeting of holders to be held online at https://meetnow.global/M99ZJY4 on May 23, 2024 at 2:00 p.m. (Eastern Time)and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1. Election of Directors
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| 1. Election of Directors | ||||||||
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| For | Withhold | For | Withhold | For | Withhold | |||
| 01. Heather Allen | 02. Dr. Louis Aronne | 03. Michael Pilato | ||||||
| 04. Timothy Penner | 05. Catherine Potechin | 06. Mei Ye | ||||||
| 07. Tania M. Clarke | 08. François Vimard | |||||||
| For | Withhold | |||||||
| 2. Appointment of Auditors To re-appoint Ernst & Young LLP as the auditors |
of Jamieson for | the ensuing year and to authorize the directors of Jamieson to fx their remuneration. | ||||||
| For | Against |
3. Advisory Vote on Approach to Executive Compensation
To consider and, if deemed advisable, to approve an advisory resolution (the full text of which is reproduced in Schedule “A” to the Management Information Circular) on Jamieson’s approach to executive compensation.
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Signature(s) Date
Signature of Proxyholder
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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by management.
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Interim Financial Statements – Mark this box if you Annual Financial Statements – Mark this box if you would like to receive interim financial statements 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.
Information Circular – Mark this box if you would like to receive the Information Circular by mail for the next securityholders’ meeting.
If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
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