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Precision Drilling Corporation — Proxy Solicitation & Information Statement 2022
Mar 30, 2022
46597_rns_2022-03-30_290e6225-1a9b-4709-aca3-2a4f09ddb93d.pdf
Proxy Solicitation & Information Statement
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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com
MR SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X 9X9
Security Class 123
Holder Account Number
C1234567890 X X X
Form of Proxy - Annual and Special Meeting of Shareholders of Precision Drilling Corporation to be held on Thursday, May 12, 2022
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 persons 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 must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.
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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 this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
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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, 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 and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
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This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof, and the replacement of any nominee identified herein if such nominee becomes unable or unwilling to serve. Management knows of no such amendments, replacements or other matters.
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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 (MDT) on Tuesday, May 10, 2022.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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To Virtually Attend To Receive Documents
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To Vote Using the Telephone To Vote Using the Internet the Meeti ~~n~~ g Electronically
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• Call the number listed BELOW from a touch • Go to the following web • You can attend the meeting virtually by • You can enroll to receive future securityholder tone telephone. site: www.investorvote.com visiting the URL provided on the back of communications electronically by visiting
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1-866-732-VOTE (8683) Toll Free • Smartphone? Scan the QR code this proxy. www.investorcentre.com. to vote now.
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Call the number listed BELOW from a touch tone telephone.
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 123456789012345
CPUQC01.E.INT/000001/i1234
01SP7F
. MR SAM SAMPLE
C1234567890
XXX 123
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Appointment of Proxyholder
I/We being holder(s) of Precision Drilling Corporation hereby appoint: Kevin A. Neveu or failing this person, Steven W. Krablin
OR
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
Note: If you are appointing a proxyholder other than the Management nominees YOU MUST return your proxy by mail and go to http://www.computershare.com/PrecisionDrilling by 10:00 AM MDT on May 10, 2022 (or if the Meeting is postponed or adjourned, by 10:00 AM MDT two business days before the adjourned or postponed meeting is reconvened), and provide Computershare with the required information for your appointee so that Computershare may provide the appointee with a Control Number via email. This Control Number will allow your appointee to log in to and vote at the Meeting. Without a Control Number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote.
As my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder 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 of Shareholders of Precision Drilling Corporation (the “Corporation”) to be held via live audio webcast online at https://web.lumiagm.com/275227875 on Thursday, May 12, 2022 at 10:00 AM (MDT) and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
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| 1. Approving the following nominees for appointment | 1. Approving the following nominees for appointment | 1. Approving the following nominees for appointment | to the Board of Directors of the Corporation for the ensuing year: | to the Board of Directors of the Corporation for the ensuing year: | to the Board of Directors of the Corporation for the ensuing year: | to the Board of Directors of the Corporation for the ensuing year: | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| For | Withhold | For | Withhold | For | Withhold | |||||
| 01.Michael R. Culbert | 02.William T. Donovan | 03.Brian J. Gibson | ||||||||
| 04.Steven W. Krablin | 05.Susan M. MacKenzie | 06.Dr. Kevin O. Meyers | ||||||||
| 07.Kevin A. Neveu | 08.David W. Williams | |||||||||
| For | Withhold | |||||||||
| 2. Appointing KPMG LLP, Chartered Accountants, as the | auditors of the Corporation and authorizing the Board | of Directors to fx the auditors’ fees for the | ||||||||
| ensuing year. | ||||||||||
| For | Against | |||||||||
| 3. Accepting the Corporation’s approach to executive compensation, on an advisory basis (“Say on Pay”). | ||||||||||
| For | Against | |||||||||
| 4. Approving a resolution, the full text of | which is set | forth in the accompanying information circular, approving the reconfrmation and continuation of our shareholder | Fold | |||||||
| rights plan. | ||||||||||
| For | Against |
- Approving a resolution, the full text of which is set forth in the accompanying information circular, approving amendments to the Omnibus Equity Incentive Plan.
Signature(s) Date MM / DD / YY If no voting instructions are Annual Financial Statements – Mark this box if Information Circular – Mark this box if you would like you would NOT like to receive the Annual Financial to receive the Information Circular by mail for the next Statements and accompanying Management’s Discussion securityholders’ meeting. and Analysis by mail.
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 – Mark this box if you would like to receive Interim Financial Statements 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.
A R 2
3 3 11 7 8
P D A Q
9 X X
9 9 9 9 9 9 9 99999
01SP8J
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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com
MR SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X 9X9
Security Class
123
Holder Account Number
C1234567890 X X X
Voting Instruction Form - Annual and Special Meeting of Shareholders of Precision Drilling Corporation to be held on Thursday, May 12, 2022
This Voting Instruction Form “VIF” is solicited by and on behalf of Management.
Notes to VIF
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You are receiving the enclosed proxy-related materials because you hold securities through Precision Drilling Corporation’s Employee Share Purchase Plan.
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If you wish to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to represent you at the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way.
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This VIF should be signed by you in the exact manner as your name appears on the VIF.
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If this VIF is not dated, it will be deemed to bear the date on which it is mailed by Management to you.
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When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management at the meeting.
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The securities represented by this VIF will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with your instructions, on any ballot that may be called for and, if you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
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This VIF, when properly executed, confers discretionary authority on the appointee in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof, and the replacement of any nominee identified herein if such nominee becomes unable or unwilling to serve. Management knows of no such amendments, replacements or other matters.
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This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.
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VIFs submitted must be received by 10:00 AM (MDT) on Tuesday, May 10, 2022.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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To Vote Using the Telephone
- Call the number listed BELOW from a touch tone telephone.
1-866-732-VOTE (8683) Toll Free
To Vote Using the Internet
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Go to the following web site:
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www.investorvote.com.
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Smartphone? Scan the QR code to vote now.
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To Virtually Attend the Meeting
- You can attend the meeting virtually by visiting the URL provided on the back of this proxy.
If you vote by telephone or the Internet, DO NOT mail back this VIF.
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 VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER 123456789012345
CPUQC01.E.INT/000001/i1234
01SQZF
. MR SAM SAMPLE
C1234567890
XXX 123
==> picture [156 x 34] intentionally omitted <==
Appointment of Proxyholder
I/We being holder(s) of Precision Drilling Corporation hereby appoint: Kevin A. Neveu or failing this person, Steven W. Krablin
OR
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
Note: If you are appointing a proxyholder other than the Management nominees YOU MUST return your proxy by mail and go to http://www.computershare.com/PrecisionDrilling by 10:00 AM MDT on May 10, 2022 (or if the Meeting is postponed or adjourned, by 10:00 AM MDT two business days before the adjourned or postponed meeting is reconvened), and provide Computershare with the required information for your appointee so that Computershare may provide the appointee with a Control Number via email. This Control Number will allow your appointee to log in to and vote at the Meeting. Without a Control Number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote.
As my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder 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 of Shareholders of Precision Drilling Corporation (the “Corporation”) to be held via live audio webcast online at https://web.lumiagm.com/275227875 on Thursday, May 12, 2022 at 10:00 AM (MDT) and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
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| 1. Approving the following nominees for appointment to the Board of Directors of the Corporation for the ensuing year: | 1. Approving the following nominees for appointment to the Board of Directors of the Corporation for the ensuing year: | 1. Approving the following nominees for appointment to the Board of Directors of the Corporation for the ensuing year: | |||||
|---|---|---|---|---|---|---|---|
| Withhold For |
For | Withhold | For | Withhold | |||
| 01.Michael R. Culbert 02.William T. Donovan |
03.Brian J. Gibson | ||||||
| 04.Steven W. Krablin 05.Susan M. MacKenzie |
06.Dr. Kevin O. Meyers | ||||||
| 07.Kevin A. Neveu 08.David W. Williams |
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| For | Withhold | ||||||
| 2. Appointing KPMG LLP, Chartered Accountants, as the auditors of the Corporation and authorizing the Board | of Directors to fx the auditors’ fees for the | ||||||
| ensuing year. | |||||||
| For | Against | ||||||
| 3. Accepting the Corporation’s approach to executive compensation, on an advisory basis (“Say on Pay”). | |||||||
| For | Against | ||||||
| 4. Approving a resolution, the full text of which is set forth in the accompanying information circular, approving the reconfrmation and continuation of our shareholder | Fold | ||||||
| rights plan. | |||||||
| For | Against | ||||||
| 5. Approving a resolution, the full text of which is set forth in the accompanying information circular, approving amendments to the Omnibus Equity Incentive Plan. | |||||||
| Signature(s) | Date | ||||||
| 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 |
MM / | **DD ** | /YY |
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 VIF will be voted as recommended by Management.
Interim Financial Statements – Mark this box if you Annual Financial Statements – Mark this box if you would like to receive Interim Financial Statements and would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis accompanying Management’s Discussion and Analysis by mail. by mail.
If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
A R 1
3 3 11 7 8
P D A Q
9 X X
9 9 9 9 9 9 9 99999
01SR0H