Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

K-Bro Linen Inc. Proxy Solicitation & Information Statement 2022

May 9, 2022

46709_rns_2022-05-09_4ea9c102-9a15-4cc2-84ca-79669b19970e.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [47 x 74] intentionally omitted <==

Proxy Form

For the Annual General Meeting of Shareholders of K-Bro Linen Inc. (the “Corporation”) to be held on June 8, 2022 at 11:00 a.m. (Eastern time) (the “Meeting”) via live audio and slideshow webcast at https://web.lumiagm.com/430706977 . This proxy is solicited on behalf of the management of the Corporation (“Management”). In the absence of instructions, the common shares represented hereby will be voted FOR all resolutions brought before the Meeting.

I/We, being holder(s) of common shares of the Corporation, hereby appoint Michael B. Percy, or failing this person, Linda J. McCurdy, or in the place of the foregoing,

Print the name of the person you are appointing if this person is someone other than the individuals listed above.

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all of the following matters and any other matter that may properly come before the Meeting, and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were present, with full power of substitution.

Shareholders who appoint a proxy other than the management designees MUST submit an Instrument of Proxy appointing a proxyholder AND register that proxyholder by contacting TSX Trust Company by going to TSX’s website at https://www.tsxtrust.com/control-number-request to complete and submit the electronic form or by calling 1-866-751-6315 (in North America) or 1-212-235-5754 (outside North America) by 11:00 a.m. ET on Monday, June 6, 2022 or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time and date of the adjourned or postponed Meeting. This control number will allow your proxyholder to log in and vote at the Meeting. Without a control number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote.

Management recommends voting FOR Resolutions 1 and 2 . Please use a dark black or blue pen.

F O R W I T H H O L D 1. Election of Directors

Matthew B. Hills Steven E. Matyas Linda J. McCurdy Michael B. Percy Elise Rees

2. Appointment of Independent Auditors

To appoint PricewaterhouseCoopers LLP as independent auditors of the Corporation and authorize the board of directors of the Corporation to fix the auditors’ remuneration.

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 FOR a matter by Management’s appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business submitted properly before the Meeting, I/we authorize you to vote as you see fit.

S I G N A T U R E

Please sign exactly as your name(s) appear on your certificate or statement. Please see reverse for instructions. An undated proxy is deemed to be dated on the day it was received by TSX Trust Company. All proxies must be received by 11:00 a.m. Eastern Time on June 6, 2022.

Notes to Proxy

1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of such corporation must sign this proxy, and if such corporation has a corporate seal, its corporate seal should be affixed.

2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one management information circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy.

5. IF YOU ARE APPOINTING A PROXYHOLDER OTHER THAN MANAGEMENT’S APPOINTEES, YOU MUST CALL 1.866.751.6315 (TOLL-FREE IN NORTH AMERICA) OR 1.212.235.5754 (OUTSIDE NORTH AMERICA) BY 11:00 A.M. (EASTERN TIME) ON JUNE 6, 2022 OR, IF THE MEETING IS ADJOURNED OR POSTPONED, NOT LESS THAN 48 HOURS (EXCLUDING WEEKENDS AND HOLIDAYS) BEFORE THE TIME AND DATE OF THE ADJOURNED OR POSTPONED MEETING TO PROVIDE TSX TRUST COMPANY WITH THE REQUIRED INFORMATION FOR YOUR CHOSEN PROXYHOLDER SO THAT TSX TRUST COMPANY CAN PROVIDE THE PROXYHOLDER WITH A CONTROL NUMBER VIA EMAIL. THIS CONTROL NUMBER WILL ALLOW YOUR PROXYHOLDER TO LOG IN AND VOTE AT THE MEETING. WITHOUT A CONTROL NUMBER YOUR PROXYHOLDER WILL ONLY BE ABLE TO LOG IN TO THE MEETING AS A GUEST AND WILL NOT BE ABLE TO VOTE.

All holders should refer to the management information circular of the Corporation dated April 14, 2022 for further information regarding completion and use of this proxy, voting virtually and other details pertaining to the Meeting.

This proxy is solicited by and on behalf of Management.

V O T E V I A

Fax

By completing and signing the enclosed instrument of proxy and forwarding it by fax to the attention of Proxy Department, TSX Trust Company at 416-368-2502 , or toll free in Canada and United States at 1-866-781-3111 .

Email

By completing, signing and scanning the enclosed instrument of proxy and forwarding it by email to the attention of TSX Trust Company at [email protected]

Mail

Internet

By completing and signing the enclosed instrument of proxy and mailing it in the envelope provided to:

By going to www.tsxtrust.com/vote-proxy and entering your 13 digit control number.

TSX Trust Company P.O. Box 721 Agincourt, ON M1S 0A1

Virtually Attending the Meeting

by visiting https://web.lumiagm.com/430706977

==> picture [46 x 74] intentionally omitted <==

An undated proxy is deemed to be dated on the day it was received by TSX Trust Company. All proxies must be received by 11:00 a.m. Eastern Time on June 6, 2022.