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Lithium Argentina AG — Proxy Solicitation & Information Statement 2024
May 13, 2024
46337_rns_2024-05-13_57fb5bd6-deb2-4b24-be67-51e4a33b20de.pdf
Proxy Solicitation & Information Statement
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LITHIUM AMERICAS (ARGENTINA) CORP.
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WLBQ 000001
SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA
Security Class COMMON SHARES
Holder Account Number
C9999999999 IND
Form of Proxy - Annual and Special Meeting to be held on June 20, 2024
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
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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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
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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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
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This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
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If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
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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, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
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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. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
-
This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
-
This proxy should be read in conjunction with the accompanying documentation provided by Management.
Proxies submitted must be received by 10:00 am, Pacific Time, on June 18, 2024.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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To Vote Using the Telephone
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To Vote Using the Internet
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To Virtually Attend the Meeting
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Call the number listed BELOW from a touch tone • Go to the following web site: • You can attend the meeting virtually by visiting the telephone. www.investorvote.com URL provided on the back of this document.
-
Smartphone?
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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 23456 78901 23456
WLBQ_PRX_364573/000001/000001/i
C9999999999 C9999999999
SAM SAMPLE
C9999999999
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IND C03
Appointment of Proxyholder
I/We being holder(s) of securities of Lithium Americas (Argentina) OR Corp. (the “Corporation”) hereby appoint: John Kanellitsas, or failing this person, Sam Pigott, or failing this person, Alex Shulga (the "Management Nominees")
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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Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/LithiumAmericasArgentina and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.
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 on all other matters that may properly come before the Annual and Special Meeting of shareholders of the Corporation to be held online at https:// meetnow.global/MU9LYN5 on June 20, 2024 at 10:00 am, Pacific Time and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
| For | Against | ------- | |||
|---|---|---|---|---|---|
| 1.Number of Directors | Fold | ||||
| To set the number of Directors at eight (8). | |||||
| 2.Election of Directors For Withhold |
For | Withhold | For | Withhold | |
| 01. John Kanellitsas 02. Sam Pigott |
03. George Ireland | ||||
| 04. Diego Lopez Casanello 05. Robert Doyle |
06. Franco Mignacco | ||||
| 07. Calum Morrison 08. Monica Moretto |
|||||
| For | Withhold | ||||
| 3.Appointment of Auditors | |||||
| Appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants as Auditors | of the Corporation for the ensuing year and | ||||
| authorizing the Directors to fix their remuneration. | |||||
| 4.Approval of the Amended and Restated Incentive Plan | For | Against | |||
| To consider and, if deemed appropriate, to approve, with or without variation, an ordinary resolution, substantially in the form set out in the | |||||
| management information circular dated May 10, 2024 (the “Circular”) under the heading_Items of Business, Approval of Amended and Restated_ | ------- | ||||
| _Incentive Plan_approving and ratifying certain amendments to the Corporation’s equity incentive | plan including, without limitation, the “Incentive | Fold | |||
| Plan Amendments” as described in the Circular. | |||||
| For | Against |
5. Approach to Executive Compensation
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To approve a non-binding advisory resolution on the Corporation’s executive compensation.
Signature of Proxyholder
Signature of Proxyholder Signature(s) Date 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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. 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 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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W L B Q
3 6 4 5 7 3
1 P D I Z
A R 1
9 9 9 9 9
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LITHIUM AMERICAS (ARGENTINA) CORP.
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WLBQ 000002
SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X AUSTRALIA
Security Class COMMON SHARES
Holder Account Number
C9999999999 IND
Form of Proxy - Annual and Special Meeting to be held on June 20, 2024
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
-
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 Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
-
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 may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
-
This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
-
If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
-
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, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
-
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. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
-
This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
-
This proxy should be read in conjunction with the accompanying documentation provided by Management.
Proxies submitted must be received by 10:00 am, Pacific Time, on June 18, 2024.
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 -----
- Call the number listed BELOW from a touch tone telephone.
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----- Start of picture text -----
To Vote Using the Internet
----- End of picture text -----
==> picture [179 x 38] intentionally omitted <==
----- Start of picture text -----
To Virtually Attend the Meeting
----- End of picture text -----
-
Go to the following web site: • You can attend the meeting virtually by visiting the www.investorvote.com URL provided on the back of this document.
-
Smartphone?
-
312-588-4290 Direct Dial 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 23456 78901 23456
WLBQ_PRX_364573/000002/000002/i
C9999999999 C9999999999
SAM SAMPLE
C9999999999
==> picture [15 x 15] intentionally omitted <==
==> picture [15 x 15] intentionally omitted <==
IND C03
Appointment of Proxyholder
I/We being holder(s) of securities of Lithium Americas (Argentina) OR Corp. (the “Corporation”) hereby appoint: John Kanellitsas, or failing this person, Sam Pigott, or failing this person, Alex Shulga (the "Management Nominees")
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
==> picture [148 x 30] intentionally omitted <==
Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/LithiumAmericasArgentina and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.
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 on all other matters that may properly come before the Annual and Special Meeting of shareholders of the Corporation to be held online at https:// meetnow.global/MU9LYN5 on June 20, 2024 at 10:00 am, Pacific Time and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
| For | Against | ------- | |||
|---|---|---|---|---|---|
| 1.Number of Directors | Fold | ||||
| To set the number of Directors at eight (8). | |||||
| 2.Election of Directors For Withhold |
For | Withhold | For | Withhold | |
| 01. John Kanellitsas 02. Sam Pigott |
03. George Ireland | ||||
| 04. Diego Lopez Casanello 05. Robert Doyle |
06. Franco Mignacco | ||||
| 07. Calum Morrison 08. Monica Moretto |
|||||
| For | Withhold | ||||
| 3.Appointment of Auditors | |||||
| Appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants as Auditors | of the Corporation for the ensuing year and | ||||
| authorizing the Directors to fix their remuneration. | |||||
| 4.Approval of the Amended and Restated Incentive Plan | For | Against | |||
| To consider and, if deemed appropriate, to approve, with or without variation, an ordinary resolution, substantially in the form set out in the | |||||
| management information circular dated May 10, 2024 (the “Circular”) under the heading_Items of Business, Approval of Amended and Restated_ | ------- | ||||
| _Incentive Plan_approving and ratifying certain amendments to the Corporation’s equity incentive | plan including, without limitation, the “Incentive | Fold | |||
| Plan Amendments” as described in the Circular. | |||||
| For | Against |
5. Approach to Executive Compensation
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==> picture [15 x 16] intentionally omitted <==
To approve a non-binding advisory resolution on the Corporation’s executive compensation.
Signature of Proxyholder
Signature of Proxyholder Signature(s) Date 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, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. 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 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.
==> picture [16 x 15] intentionally omitted <==
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.
==> picture [15 x 15] intentionally omitted <==
==> picture [15 x 15] intentionally omitted <==
W L B Q
3 6 4 5 7 3
1 P D I Z
A R 1
9 9 9 9 9