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Kinaxis Inc. Proxy Solicitation & Information Statement 2021

May 21, 2021

47208_rns_2021-05-21_e4d2d4ae-1fd4-4154-ad12-bee5137ef3b6.pdf

Proxy Solicitation & Information Statement

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Management is requesting your voting instructions for the Kinaxis 2021 annual and special meeting of shareholders on June 22, 2021 You can either vote at the virtual meeting or have someone else vote for you

Voting instruction form for non-registered (beneficial) holders of Kinaxis common shares

In this form:

  • we , us , our , company and Kinaxis mean Kinaxis Inc.

  • you and your mean beneficial holders of Kinaxis common shares

  • common shares , Kinaxis shares and shares mean Kinaxis common shares

  • circular means our 2021 management information circular

  • meeting means our 2021 annual and special meeting of shareholders.

1. Vote in real time at the virtual meeting

If you want to vote in real time at the virtual meeting, take three steps:

  1. Print your name in the space below to appoint yourself as proxyholder.

Your name (please print)

  1. Sign on the next page, and return both sides of this form following the instructions on the back. Do not indicate your voting instructions in section B because your vote will be taken and counted at the meeting.

  2. After you return your form, you must register with AST Trust Company (Canada) (AST). Go to https://lp.astfinancial.com/controlnumber or call 1-866-751-6315 (toll-free in North America) or 1-212-235-5754 (outside North America) before 5 p.m. (Eastern time) on June 18, 2021, or at least two business days before a reconvened meeting if the meeting is postponed or adjourned. You must do this to receive a control number that allows you to participate in the meeting and vote your shares. Otherwise, you can only attend as a guest.

When How

June 22, 2021 10 a.m. (Eastern time)

  • Click I have a control number and enter the control number printed on this form

  • Enter the password kinaxis2021 (case sensitive)

Make sure you log in at least 15 minutes before the start of the meeting. You can use the following internet browsers: Chrome, Firefox, Edge and Safari on your desktop or mobile device. Check that you have the latest version. Internal network security protocols (such as firewalls and VPN connections) can block access to the LUMI meeting platform, so please use a network that is not restricted to the security settings of your organization or disable your VPN setting.

Once you log in, be sure to stay connected to the internet so you can vote your shares when the balloting begins.

(If you think you might miss the meeting, you can give us your voting instructions in advance by completing and sending in this form. If you do log in to the meeting and vote your shares, the voting instructions you sent will be revoked.)

2. Complete this form to have someone else vote for you (your proxyholder )

A. HAVE YOUR PROXYHOLDER VOTE FOR YOU

Your proxyholder will participate in the virtual meeting and vote your shares on the items in section B, and on any ballot that may be called for, according to the instructions you provide. If there are changes or new items, your proxyholder has the authority to vote your shares on these items as they see fit.

Appoint a Kinaxis representative

Unless you appoint someone else below to be your proxyholder, you are appointing John (Ian) Giffen or, failing him, Richard Monkman or, failing him, Jamie Hollingworth to act as your proxyholder.

or

Appoint someone else

You have the right to appoint someone else to be your proxyholder. The person you appoint does not need to be a Kinaxis shareholder. Make sure this person knows you have appointed them as your proxyholder, and that they must attend the virtual meeting and vote your shares for your vote to be counted.

Print their name below:

B. GIVE US YOUR VOTING INSTRUCTIONS

Please check vote FOR or WITHHOLD vote for items 1 and 2, and FOR or AGAINST for items 3, 4 and 5.

1. Elect directors (see page 8 of the circular)

For Withhold

  1. John (Ian) Giffen

  2. Robert Courteau

  3. Gillian (Jill) Denham

  4. Angel Mendez

  5. Pamela Passman

  6. Elizabeth (Betsy) Rafael

  7. Kelly Thomas

  8. John Sicard

2. Appoint the auditors (see page 8 of the circular)

For Withhold

KPMG LLP

4. Approve an amendment to our share unit plan

(see page 11 of the circular for the full text of the resolution)

Vote on approving an increase to the maximum For Against number of Kinaxis shares that may be issued under our share unit plan. We can grant RSUs, DSUs and PSUs under our share unit plan.

5. Have a say on executive pay

(see page 12 of the circular)

This is an advisory vote and the results are not binding on the board. Accept our approach to executive compensation For Against as described in the circular.

If you do not specify how you want to vote your shares:

  • the Kinaxis representative you appointed in section A will vote for items 1, 2, 3, 4 and 5

or

Name of proxyholder (please print)

After you return your form, you must register this person with AST. Go to https://lp.astfinancial.com/controlnumber or call 1-866-751-6315 (toll-free in North America) or 1-212-235-5754 (outside North America) before 5 p.m. (Eastern time) on June 18, 2021, or at least two business days before a reconvened meeting if the meeting is postponed or adjourned. You must do this so your proxyholder receives a control number that allows them to participate in the meeting and vote your shares. Otherwise, they can only attend as a guest.

3. Approve an amendment to our stock option plans

(see page 9 of the circular for the full text of the resolution)

Vote on approving an increase to the maximum For Against number of Kinaxis shares that may be issued under our two current stock option plans.

  • the other proxyholder you appointed in section A can vote as they see fit.

Please turn over to complete the other side of this form. Then follow the instructions on the back to send in your voting instructions.

3. Sign here

If you are sending us your voting instructions by mail, fax, or email, you must sign here for your vote to be counted. You must also sign here if you are appointing yourself or someone else as proxyholder.

If your authorized attorney is signing this form on your behalf, they must have proof of your authorization. For shares registered in the name of a corporation, estate or trust, an authorized officer or attorney must sign this form and state their position. This person may also have to provide proof that they are authorized to sign. Please use the corporate seal if you are signing on behalf of a corporation.

  • When you sign this form, you are: • confirming you are the beneficial owner of Kinaxis shares and entitled to give us voting instructions

  • authorizing your proxyholder to vote your shares according to your instructions at our 2021 annual and special meeting of shareholders, or any postponement or adjournment

  • revoking any voting instructions that you have previously given for this meeting.

Signature

Please sign exactly as your name appears on this form.

AST Trust Company (Canada) must receive your voting instructions by 5 p.m. (Eastern time) on June 18, 2021, or two business days before a reconvened meeting if the Kinaxis 2021 annual and special meeting is postponed or adjourned.

How to send your voting instructions

Important things to know

If you own our shares as a beneficial shareholder and as a registered shareholder , you may have received more than one copy of our 2021 management information circular and will need to vote separately as a beneficial shareholder and registered shareholder.

1. Go online to www.astvotemyproxy.com and follow the instructions. Use the control number listed below. Do not send in this form.

2. Call 1-888-489-5760 toll-free in North America

  • You will need your control number, which is listed below. To vote with your smartphone, scan this QR code:

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Registered shareholders receive a package that includes a proxy form. Please follow the instructions on the form.

Do not send in this form.

You can find more detailed information about voting and the items of business in our 2021 management information circular. Please read it carefully when making your voting decisions and completing this form.

3. Complete this form and send it by mail, fax or email

Complete, sign and date this form, carefully following the instructions. Then send both sides of this form in one of three ways:

If you have any questions , please contact our transfer agent, AST Trust Company (Canada) :

Mail both sides of this form to our transfer agent, AST Trust Company (Canada), using the envelope provided, or send it to: AST Trust Company (Canada), Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1

  • Phone 1-800-387-0825 (toll-free in North America) 416-682-3860 (outside North America)

  • Email [email protected]

Fax both sides of this form to:

  • 1-866-781-3111 toll-free in North America

  • 416-368-2502 from the 416 area code or outside North America

Scan both sides of this form and email it to: [email protected]

Date

If you do not include a date, the form will be considered to be dated the day it was received by AST.

Position

Only if signing on behalf of a corporation, estate or trust.

How to get more information about Kinaxis

Under Canadian securities laws, you are entitled to receive our financial disclosure documents. Please check the boxes below if you would like us to mail them to you.

Yes, I would like to receive the 2021 quarterly financial statements. Yes, I would like to receive the 2021 annual financial statements.

You can also make this request on our website: https://ca.astfinancial.com/financialstatements Our company code is 3888A.

If you prefer to receive investor documents electronically, please visit https://ca.astfinancial.com/edelivery to enrol.

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