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New Look Vision Group Inc. Proxy Solicitation & Information Statement 2021

Apr 16, 2021

46545_rns_2021-04-16_b33473ee-4e68-4a92-ab47-10c5867fdd43.pdf

Proxy Solicitation & Information Statement

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NEW LOOK VISION GROUP INC.

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

Security Class

Holder Account Number

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Form of Proxy - Special Meeting to be held on Friday, May 14, 2021

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 Management Nominees 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 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(s) appear(s) on the proxy.

  4. 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.

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, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

  1. 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.

  2. 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.

  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 Wednesday, May 12, 2021.

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

  • To Virtually Attend

  • To Vote Using the Telephone To Vote Using the Internet the Meeti ~~n~~ g

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

  • 1-866-732-VOTE (8683) Toll Free • Scan the QR code Smartphone? this proxy. to vote now.

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

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To Vote by Fax

  • Complete, sign and date the reverse hereof.

  • Forward it by fax to 1-866-249-7775 for calls within Canada and the U.S. There is NO CHARGE for this call.

  • Forward it by fax to 416-263-9524 for calls outside Canada and the U.S.

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

01Q5ZA

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Appointment of Proxyholder

I/We being holder(s) of securities of New Look Vision Group Inc. (“New Look Vision”) hereby appoint: Paul S. Echenberg, or failing him, C. Emmett Pearson, or failing him, Richard Cherney (the “Management Nominees”)

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

Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/NewLookVision 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 special meeting of shareholders of New Look Vision to be held as a virtual-only meeting conducted by live audio webcast at https://web.lumiagm.com/238565705 on May 14, 2021 at 10:00 am (Eastern Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against

1. Arrangement Resolution

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To consider and, if thought advisable, to pass , with or without variation, a special resolution to approve a proposed plan of arrangement involving New Look Vision, on the one hand, and NL1 AcquireCo Inc., an entity created by a group composed of (i) funds managed by FFL Partners, LLC, (ii) Caisse de dépôt et placement du Québec or one of its affiliates, and (iii) the Dr. H. Doug Barnes Family, on the other hand, pursuant to Section 192 of the Canada Business Corporations Act . The full text of such special resolution is set forth in Appendix B to the accompanying management information circular of New Look Vision dated April 9, 2021.

Signature of Proxyholder

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.

Signature(s)

Date

MM / DD / YY

N L O Q

A R 0

3 1 5 1 2 6

01Q60C