AI assistant
Mineros S.A. — Proxy Solicitation & Information Statement 2022
Feb 28, 2022
48080_rns_2022-02-28_fe7c43ed-3a68-493d-af96-d1c1eb2f293e.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Mineros S.A. (the “Company”)
==> picture [118 x 49] intentionally omitted <==
FORM OF PROXY (“PROXY”)
Annual and Special Meeting March 31, 2022 at 11:00 a.m. (Colombia Time) Hotel Marriott, Calle 1a Sur #43a-83, in the City of Medellín, Antioquia, Colombia (the “Meeting”)
RECORD DATE: February 16, 2022 CONTROL NUMBER: SEQUENCE #:
FILING DEADLINE FOR PROXY:
March 29, 2022 at 11:00 a.m. (Colombia Time)
VOTING METHOD
| FILING DEADLINE FOR PROXY: March 29, 2022 at 11:00 a.m. (Colombia Time) |
FILING DEADLINE FOR PROXY: March 29, 2022 at 11:00 a.m. (Colombia Time) |
|---|---|
| **VOTING METHOD ** | |
| INTERNET | Go towww.voteproxyonline.comand enter the 12 digit control numberabove |
| FACSIMILE | 416-595-9593 |
| TSX Trust Company 301 – 100 Adelaide Street West Toronto, Ontario,M5H 4H1 |
The undersigned hereby appoints Luisa Carmona Escobar , whom failing Daniela Vélez Bayter (the “Independent Nominees”), or instead of any of them, the following Appointee
Please print appointee name
as proxyholder 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, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.
- SEE VOTING GUIDELINES ON REVERSE -
| - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | - SEE VOTING GUIDELINES ON REVERSE - | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| RESOLUTIONS | ||||||||||||||||||||||||
| 1. Approval of Meeting Agenda | FOR | AGAINST | 7. Advisory Vote on Individual Directors | FOR | WITHHOLD | |||||||||||||||||||
| To approve, with or without variation, the Meeting agenda as set out in the Notice of Meeting. |
a) Eduardo Pacheco Cortés |
|||||||||||||||||||||||
| b) Dieter W. Jentsch |
||||||||||||||||||||||||
| 2. Appointment of the Review Commission |
FOR AGAINST |
c) José Fernando Llano Escandón |
||||||||||||||||||||||
| To approve the appointment of the commission for the scrutiny, review and approval of the minutes of the Meeting. 3 Approval of Management Report |
FOR AGAINST |
d) Luis Santiago Perdomo Maldonado |
||||||||||||||||||||||
| e) Juan Carlos Páez Ayala |
||||||||||||||||||||||||
| . To approve management's annual report to the General Shareholders Assembly for the year ended December 31, 2021. |
f) Mónica Jiménez González |
|||||||||||||||||||||||
| g) Sergio Restrepo Isaza |
||||||||||||||||||||||||
| 4. Approval of Colombian Financial Statements | FOR AGAINST |
h) Alberto Mejía Hernández |
||||||||||||||||||||||
| To approve the Company's Colombian Financial Statements (as defined in the Circular) as at and for the year ended December 31, 2021. |
i) Beatriz Orrantia |
|||||||||||||||||||||||
| 8. Election of Directors - Slate | FOR | WITHHOLD | ||||||||||||||||||||||
| 5. Approval of Profit Distribution | FOR | AGAINST | To elect the following slate of directors proposed by the Company in accordance with the electoral quotient system. |
|||||||||||||||||||||
| To approve, with or without variation, the distribution of the Company's profits for the fiscal year ended December 31, 2021, as proposed by board of directors of the Company. |
||||||||||||||||||||||||
| a) Eduardo Pacheco Cortés |
||||||||||||||||||||||||
| b) Dieter W. Jentsch |
||||||||||||||||||||||||
| 6. Amendment of Policy for the Election, Evaluation and Compensation of the Board of Directors |
FOR | AGAINST | c) José Fernando Llano Escandón |
|||||||||||||||||||||
| d) Luis Santiago Perdomo Maldonado |
||||||||||||||||||||||||
| To approve amendments to the Company's Policy for the Election, Evaluation and Compensation of the Board of Directors (as set out in Appendix 1 to the Information Circular). |
e) Juan Carlos Páez Ayala |
|||||||||||||||||||||||
| f) Mónica Jiménez González |
||||||||||||||||||||||||
| g) Sergio Restrepo Isaza |
||||||||||||||||||||||||
| h) Alberto Mejía Hernández |
||||||||||||||||||||||||
| i) Beatriz Orrantia |
||||||||||||||||||||||||
| 9. Approval of Director Compensation | FOR | AGAINST | ||||||||||||||||||||||
| To approve, with or without variation, the proposed compensation for the Company's directors for the coming year. |
||||||||||||||||||||||||
To approve, with or without variation, the proposed compensation for the Company's directors for the coming year.
This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED
PLEASE PRINT NAME
Signature of registered owner(s) Date (MM/DD/YYYY)
==> picture [83 x 34] intentionally omitted <==
Proxy Voting – Guidelines and Conditions
-
THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.
-
THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
-
If you appoint the Independent Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in favor of each Resolution, as highlighted on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
-
This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
-
Each security holder has the right to appoint a person other than the Independent Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Company.
-
To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.
Request for Financial Statements
In 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 Corporation and as such request the following:
-
[Annual Financial Statements with MD&A ]
-
[Interim Financial Statements with MD&A ]
If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions.
If the cut-off time has passed, please fax this side to 416-595-9593
Check this box if you wish to receive the selected financial statements electronically and print your email address below
E-mail (optional)
By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronicdelivery?lang=en
Mineros S.A. 2022
-
To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.
-
If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.
-
Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.
Investor inSite
TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.
To register, please visit www.tsxtrust.com/investorinsite
Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.
www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL
021822_v1