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Just Kitchen Holdings Corp. Proxy Solicitation & Information Statement 2022

Feb 4, 2022

47949_rns_2022-02-03_9a8afcaf-b7ef-4982-9541-924acfabae19.pdf

Proxy Solicitation & Information Statement

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JUST KITCHEN HOLDING CORP.

Form of Proxy – Annual General Meeting to be held on February 24, 2022

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United Kingdom Building 350 – 409 Granville St Vancouver, BC V6C 1T2

Appointment of Proxyholder

I/We being the undersigned holder(s) of Just Kitchen Holdings Corp. hereby appoint Jason Chen or failing this person, Darren Devine 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 Meeting of Just Kitchen Holdings Corp. to be held at Suite 1500-1055 West Georgia St., Vancouver, BC V6E 4N7 on February 24, 2022 at 4:00 pm Pacific Time or at any adjournment thereof.

1. Election of Directors. For Withhold For Withhold For Withhold a. Jason Chen b. Freddie Liu c. Darren Devine d. Darryl Cardey e. Kent Wu f. Kai Huang g. Edward Wright For Withhold 2. Appointment of Auditors. To appoint KPMG LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration. 3. Share Option Plan. To consider, and if thought fit, to pass an ordinary resolution approving and ratifying the Company's 10% "rolling" stock option For Against plan dated for reference October 5, 2020, as amended January 18, 2022, as more particularly described in the accompanying information circular. 4. Restricted Share Unit Plan. To consider, and if deemed advisable, approve by ordinary resolution of disinterested shareholders the ratification and For Against

4. Restricted Share Unit Plan. To consider, and if deemed advisable, approve by ordinary resolution of disinterested shareholders the ratification and approval of the Company's Restricted Share Unit Plan dated for reference October 5, 2020, as amended January 18, 2022, as more particularly described in the accompanying information circular

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.

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 4:00 pm, Pacific Time, on February 22, 2022.

Notes to Proxy

  1. 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 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.

  5. 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.

  6. 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.

  7. 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.

  8. 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 and click on

. 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.