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React Gaming Group Inc. Proxy Solicitation & Information Statement 2021

Dec 14, 2021

45148_rns_2021-12-14_5c4c73db-4034-4130-89ad-e0d47e7566af.pdf

Proxy Solicitation & Information Statement

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Appointment of Proxyholder

I/We, being holder(s) of Common Shares of Intema Solutions Inc. (the “Corporation hereby appoint: Laurent Benezra, or failing him, Marc Brassard, or failing him, Maxime Lemieux, or


Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual General and Special Meeting of Shareholders of the Corporation to be held at 10:00 a.m. (Montreal time) on Tuesday, January 4, 2022, at 1000 Sherbrooke Street West, Suite 2700, Montreal, Quebec H3A 3G4, with the teleconference access herein below (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

Management recommends voting FOR the following Resolutions. Please use a dark black pencil or pen.

1. Election of Directors FOR WITHHOLD
1. Arthur Manteris2. Mike Curtis
3. Laurent Benezra
4. Marc Brassard
5. Philip Nolan
6. Michael Wagen
7. Jessica Nicole Di Rito
2. Nomination of AuditorsAppointment of auditors of the Corporation for the FOR WITHHOLD
ensuing year and authorizing the Directors to fix their
renumeration.
FOR AGAINST

3. Ratification of New Stock Option Plan

To adopt an ordinary resolution approving the Corporation’s new 10% rolling stock option plan, as more particularly described in Schedule A of the Information Circular.

4. Name Change

To adopt a special resolution authorizing an amendment to the articles of the Corporation to change its name to “React Gaming Group Inc.”, or such other name as the board of directors in its discretion may resolve and as may be acceptable to the applicable regulatory authorities.

FOR AGAINST 5. Amendment of By-Laws To adopt an ordinary resolution approving amendment of by-laws. 6. Debt Settlement To adopt an ordinary resolution of disinterested shareholders approving the debt settlement agreement between the Corporation and Roger Plourde

7. Executive Employment Agreement

To adopt, considering and, if deemed advisable, with or without variation a resolution approving the issuance of up to 1,283,018 common shares of the Corporation to the chief Executive Officer of the Corporation as bonus compensation.

Under Canadian Securities Law, you are entitled to receive certain investor documents. If you wish to receive such material, please tick the applicable boxes below. You may also go to the TSX Trust Company website https://ca.astfinancial.com/financialstatements and input code 1237A.

  • I do not want to receive annual financial statements

  • I do want to receive interim financial statements

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 FOR a matter by Management’s appointees or, if you appoint another proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

________________________________________________________________ Signature(s) Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by December 30, 2021 at 10:00 a.m. (Montreal time).

Meeting Link to attend the meeting: https://mcmillan.webex.com/mcmillan/j.php?MTID=m0a3a7ff2a6f6afc5366e0027702d49  Canada Toll: +1-416-915-6530

  • Canada Toll Free: +1-855-244-8677

  • US Toll free: +1-855-282-6330

  • Attendee access code: 2632 255 3914

Proxy Form – Annual General and Special Meeting of Shareholders of Intema Solutions Inc. to be held on January 4, 2022 (the “Meeting”)

Notes to Proxy

  1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

  2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

  3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Information Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

  4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together in respect of such security.

All holders should refer to the Proxy Solicitation Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

How to Vote

TELEPHONE

INTERNET

  • Go to www.astvotemyproxy.com Use any touch-tone phone, call toll free in Canada and United States

  • Cast your vote online 1-888-489-7352 and follow the voice  View Meeting documents instructions

To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, do not return this proxy.

MAIL, FAX OR EMAIL

  • Complete and return your signed proxy in the envelope provided or send to:

TSX Trust Company P.O. Box 721 Agincourt, ON M1S 0A1

  • You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and the United States to 1-866-781-3111 or scan and email to [email protected].

This proxy is solicited by and on behalf of the Corporation’s Management.

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An undated proxy is deemed to bear the date on which it was mailed on behalf of the Corporation.

All proxies must be received by December 30, 2021 at 10:00 a.m. (Montreal time).