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Kings Entertainment Group Inc. Proxy Solicitation & Information Statement 2022

Sep 26, 2022

48122_rns_2022-09-26_da437bc1-3437-4bab-ae66-ffda304f9b14.pdf

Proxy Solicitation & Information Statement

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KINGS ENTERTAINMENT GROUP INC.

(the “Company”)

VOTING INSTRUCTION FORM ("VIF")

ANNUAL GENERAL & SPECIAL Meeting to be held on October 25, 2022 at 10:00 a.m. (Toronto time) to be held virtually through the platform of AGM Connect at www.agmconnect.com/Kings2022

(the “Meeting”)

Proxies must be received by 10:00 AM (Toronto Time) on October 21, 2022

VOTING METHOD

(the “Meeting”)Proxies must be received by10:00 AM (Toronto Time) on October 21, 2022 (the “Meeting”)Proxies must be received by10:00 AM (Toronto Time) on October 21, 2022
VOTING METHOD
INTERNET Go to**https://css.olympiatrust.com/pxlogin**and enter the 12-digit control number shown on reverse.
EMAIL [email protected]
FACSIMILE (403) 668-8307
MAIL Olympia Trust CompanyPO Box 128, STN MCalgary, AB T2P 2H6Attn: Proxy Dept.

The undersigned hereby appoints Steven Budin, Chief Executive Officer of the Company, or failing him, Kelvin Lee, Chief Financial Officer and Corporate Secretary, of the Company (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as appointee on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT

1. Number of DirectorsFORAGAINSTTo fix the number of directors of the Company for the ensuing year at six (6);  2. Election of DirectorsFORWITHHOLDa)Steven Budinb)Kelvin Leec)Robin Godfreyd)Laryssa Hetmanczuke)Joseph Krutelf)Anthony Zelen3. Election of Directors upon completion of the TransactionFORWITHHOLDa)Jared Beberb)Robin Godfreyc)David Danzigerd)Kevin Kirbye)Cory Levif)Hélène F. Fortin4. Appointment of AuditorsFORWITHHOLDTo appoint Baker Tilly WM LLP as the auditor of the Company for the ensuing year and to authorize the board ofdirectors of the Company to fix the remuneration of the auditor;5. Option Plan and Prior Grant Approval ResolutionFORAGAINSTTo consider and, if deemed advisable, to approve and authorize a resolution, the full text of which is set forth in theaccompanying management information circular, approving the Company’s stock option plan, as amended, and theprior grant of 3,265,650 stock options thereunder;6. Transaction Approval ResolutionFORAGAINSTTo consider and, if deemed advisable, to approve and authorize a resolution, the full text of which is set forth in theaccompanying management information circular, approving the Company’s proposed transaction with Sports VentureHoldings Inc.This VIF revokes and supersedes all earlier dated VIFs andMUST BE SIGNED PLEASE PRINT NAMESignature of registered owner(s)Date (MM/DD/YYYY) 1. Number of DirectorsFORAGAINSTTo fix the number of directors of the Company for the ensuing year at six (6);  2. Election of DirectorsFORWITHHOLDa)Steven Budinb)Kelvin Leec)Robin Godfreyd)Laryssa Hetmanczuke)Joseph Krutelf)Anthony Zelen3. Election of Directors upon completion of the TransactionFORWITHHOLDa)Jared Beberb)Robin Godfreyc)David Danzigerd)Kevin Kirbye)Cory Levif)Hélène F. Fortin4. Appointment of AuditorsFORWITHHOLDTo appoint Baker Tilly WM LLP as the auditor of the Company for the ensuing year and to authorize the board ofdirectors of the Company to fix the remuneration of the auditor;5. Option Plan and Prior Grant Approval ResolutionFORAGAINSTTo consider and, if deemed advisable, to approve and authorize a resolution, the full text of which is set forth in theaccompanying management information circular, approving the Company’s stock option plan, as amended, and theprior grant of 3,265,650 stock options thereunder;6. Transaction Approval ResolutionFORAGAINSTTo consider and, if deemed advisable, to approve and authorize a resolution, the full text of which is set forth in theaccompanying management information circular, approving the Company’s proposed transaction with Sports VentureHoldings Inc.This VIF revokes and supersedes all earlier dated VIFs andMUST BE SIGNED PLEASE PRINT NAMESignature of registered owner(s)Date (MM/DD/YYYY)
Request for Financial StatementsIn accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.I am currently a security holder of the Company and as such request the following:
Interim Financial Statements with MD&A –Check the box to theright if you would like toRECEIVEinterim financial statements andaccompanying Management’s Discussion & Analysis by mail. Annual Financial Statements with MD&A –Check the box tothe right if you would like toRECEIVEthe Annual FinancialStatements and accompanying Management’s Discussion andAnalysis bymail.

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