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Naturally Splendid Enterprises Ltd. Proxy Solicitation & Information Statement 2020

May 26, 2020

46777_rns_2020-05-26_d2ea1271-d086-4397-8b08-456dd95a315e.pdf

Proxy Solicitation & Information Statement

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on June 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).

  1. 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.

  2. This proxy should be signed in the exact manner as the name appears on the proxy.

  3. 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.

  1. 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.

  2. 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 or any adjournment or postponement thereof.

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

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Proxies submitted must be received by 10:00 am, Eastern Time, on Thursday June 18, 2020.

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

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To Receive Documents To Virtually Attend Electronically the Meeti ~~n~~ g

To Vote Using the Telephone

To Vote Using the Internet

  • Call the number listed BELOW from a touch tone telephone.

  • Call the number listed BELOW from a touch • Go to the following web • You can enroll to receive future • You can attend the meeting virtually tone telephone. site: www.investorvote.com securityholder communications by visiting the URL provided on the

  • 1-866-732-VOTE (8683) Toll Free • Scan the QR code Smartphone? electronically by visiting www.investorcentre.com and clicking back of this proxy. to vote now. at the bottom of the page.

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

01M0NC

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Appointment of Proxyholder

I/We being holder(s) of IOU Financial Inc. hereby appoint: Evan Price, or failing him, Philippe Marleau

Print the name of the person you are appointing if this person is someone OR other than the Management Nominees listed herein. Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/IOUFinancial 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 to attend, act and to vote at the Annual General and Special Meeting of the shareholders of IOU Financial Inc. to be held online at https://web.lumiagm.com/215968238, on Monday, June 22, 2020 at 10 a.m. EST and at any adjournment or postponement thereof, with power of substitution and with the powers that I/we could exercise of present, and with authority to vote at the said proxyholder’s discretion, but with specific instructions as follows:

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors

1. Election of Directors
For Withhold For Withhold For Withhold
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01. Philippe Marleau 02. Wayne Pommen 03. Evan Price
04. Yves Roy 05. Lucas Timberlake
For Withhold
2. Appointment of Auditors
Appointment of PricewaterhouseCoopers LLP as Auditors of IOU Financial Inc. and authorizing the Directors to fx their remuneration.
For Against

3. Stock Option Plan

Reapproval of IOU Financial’s Rolling 10% Stock Option Plan.

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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)

Date MM / DD / YY

Interim Financial Statements – Mark this box if you would like to receive interim financial statements and accompanying Management’s Discussion and Analysis by mail.

Annual Report – Mark this box if you would like to receive the Annual Report and accompanying Management’s Discussion and Analysis by mail.

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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A R 1

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01M0OC