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Matador Technologies Proxy Solicitation & Information Statement 2025

Jul 7, 2025

48411_rns_2025-07-07_df107ebf-97e6-4b5f-a2b6-244e987cd156.pdf

Proxy Solicitation & Information Statement

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MATADOR

O D Y S S E Y

Trader's Bank Building

702, 67 Yonge Street

Toronto ON M5E 1J8

Matador Technologies Inc.

Form of Proxy – Annual & Special Meeting to be held on July 28, 2025

Appointment of Proxyholder

I/We being the undersigned holder(s) of Matador Technologies Inc. (the "Corporation") hereby appoint Geoff St. Clair, or failing this person, Sunny Ray, or failing this person, Donato Sferra (the "Management Nominees"), 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 all other matters that may properly come before the Annual and Special Meeting (the "Meeting") of shareholders of the Corporation (the "Shareholders") to be held at the offices of Gowling WLG, 100 King Street West, Suite 1600, Toronto, ON M5X 1G5, at 11:00 a.m. (EST) on July 28, 2025 or at any adjournment thereof.

OR

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

1. Election of Directors. For Withhold For Withhold For Withhold
a. Deven Soni b. Donato Sferra c. Richard Murphy
d. Peter Kampian e. Tyler Evans
2. Appointment of Auditors. To appoint Kingston Ross Pasnak LLP as auditors of the Corporation, to hold office until the next annual meeting of Shareholders, at such remuneration as may be determined by the directors of the Corporation. For Withhold
3. Stock Option Plan. To consider and approve certain amendments to the existing stock option plan of the Corporation as more fully described in the management information circular of the Corporation dated June 3, 2025 (the "Circular"), in substantially the form of resolution appended at Schedule "B" to the Circular. For Against
4. Share Unit Plan. To consider and approve certain amendments to the existing restricted share unit and performance share unit plan of the Company as more fully described in the Circular, in substantially the form of resolution appended at Schedule "C" to the Circular. For Against
5. Approval of By-Law. To consider and approve the adoption of By-Law 1A as a by-law of the Corporation as more fully described in the Circular, in substantially the form of resolution appended at Schedule "D" of the Circular. For Against

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.

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management's Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Signature(s):

Date

MM / DD / YY

Annual Financial Statements – Check the box to the right if you would like to RECEIVE the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.


INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

This form of proxy is solicited by and on behalf of Management. Proxies must be received by 11:00 a.m. (EST), on July 24, 2025.

Notes to Proxy

  1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
  2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. 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.
  3. This proxy should be signed in the exact manner as the name appears 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 or withheld from voting, 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 to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.
  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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To Vote Your Proxy Online please visit: https://vote.odysseytrust.com

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to

sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/.

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. A return envelope has been enclosed for voting by mail.