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LE CHATEAU INC. Proxy Solicitation & Information Statement 2020

Sep 25, 2020

43008_rns_2020-09-25_58df3598-7485-4058-9194-3aff0f33a455.pdf

Proxy Solicitation & Information Statement

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Security Class

Holder Account Number

Form of Proxy - Annual and Special Meeting to be held on October 22, 2020

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, 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 persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

  2. 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 must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

  3. This proxy should be signed in the exact manner as the name(s) appear(s) 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 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, 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 or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 a.m., Montreal Time, on October 20, 2020.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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----- Start of picture text ----- To Vote Using the Telephone----- End of picture text -----

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----- Start of picture text ----- To Vote Using the Internet----- End of picture text -----

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  • Call the number listed BELOW from a touch tone Go to the following web site: telephone. www.investorvote.com

  • Smartphone?

  • 1-866-732-VOTE (8683) Toll Free 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

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Appointment of Proxyholder

I/We, being shareholder(s) of Le Château Inc. (the "Corporation") hereby appoint: Jane Silverstone Segal, Chairman of the Board and Chief Executive Officer, or failing her, Emilia Di Raddo, President

OR Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

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as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder 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 and Special Meeting of shareholders of the Corporation to be held at the head office of Le Château Inc. located at 105 Marcel-Laurin Boulevard, Saint-Laurent, Québec on Thursday, October 22, 2020 at 10:00 a.m. (Montreal Time), and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

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1.Election of Directors 1.Election of Directors 1.Election of Directors 1.Election of Directors 1.Election of Directors 1.Election of Directors 1.Election of Directors
01. Herschel H. SegalForWithhold02. Jane Silverstone SegalForWithhold03. Emilia Di Raddo04. David Martz05. Michael Pesner06. Norman Daitchman2.Appointment of Auditors For Withhold For Withhold For
1.Election of Directors 1.Election of Directors 1.Election of Directors 1.Election of Directors 1.Election of Directors 1.Election of Directors 1.Election of Directors
01. Herschel H. SegalForWithhold02. Jane Silverstone SegalForWithhold03. Emilia Di Raddo04. David Martz05. Michael Pesner06. Norman Daitchman2.Appointment of Auditors For Withhold For Withhold For

3. Approval of the resolution confirming, ratifying and approving the Corporation's amended and restated incentive stock option plan

Approval of the resolution confirming, ratifying and approving the Corporation's amended and restated incentive stock option plan and all unallocated options and entitlements thereunder, the whole as more fully set forth in Schedule C of the management information circular of the Corporation.

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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)

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Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would Information Circular - Mark this box if you would like to like to receive interim financial statements and NOT like to receive the Annual Financial Statements and receive the Information Circular by mail for the next accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by securityholders' meeting. mail. mail.

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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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C T U Q

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