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Rivalry Corp. — AGM Information 2021
Aug 31, 2021
47597_rns_2021-08-31_482171e5-4cac-4b03-8d53-ba65df9255b2.pdf
AGM Information
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702-67 Yonge St. Toronto ON M5E 1J8
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PMML CORP.
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Form of Proxy – Annual General and Special Meeting to be held on September 20, 2021 at 10:00 a.m. (Eastern Time)
Appointment of Proxyholder
I/We being the undersigned holder(s) of PMML Corp . (the “ Corporation ”) hereby appoint Steven Salz or failing this OR person, Steven Isenberg.
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:
To register a proxyholder, shareholders MUST send an email to [email protected] and provide Odyssey Trust Company with their proxyholder’s contact information, amount of shares appointed, name in which the shares are registered if they are a registered shareholder, or name of broker where the shares are held if a beneficial shareholder, so that Odyssey may provide the proxyholder with a Username via email.
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 all other matters that may properly come before the Annual General and Special Meeting of the Corporation to be held virtually at https://web.lumiagm.com/227206084 at 10:00 a.m. (Eastern Time) on September 20, 2021 or at any adjournment thereof.
| 1. Election of Directors. ForWithhold ForWithhold ForWithhold a. Steven Salz b. Steven Isenberg c. Ryan White d. Kevin Wimer e. Stephen Rigby f. Kirstine Stewart |
1. Election of Directors. ForWithhold ForWithhold ForWithhold a. Steven Salz b. Steven Isenberg c. Ryan White d. Kevin Wimer e. Stephen Rigby f. Kirstine Stewart |
1. Election of Directors. ForWithhold ForWithhold ForWithhold a. Steven Salz b. Steven Isenberg c. Ryan White d. Kevin Wimer e. Stephen Rigby f. Kirstine Stewart |
1. Election of Directors. ForWithhold ForWithhold ForWithhold a. Steven Salz b. Steven Isenberg c. Ryan White d. Kevin Wimer e. Stephen Rigby f. Kirstine Stewart |
1. Election of Directors. ForWithhold ForWithhold ForWithhold a. Steven Salz b. Steven Isenberg c. Ryan White d. Kevin Wimer e. Stephen Rigby f. Kirstine Stewart |
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| 2. Appointment of Auditors.To re-appoint Macias Gini & O’Connell LLP, Chartered Professional Accountants, as the auditors of the Corporation for the ensuing year and to authorize the board of directors of the Corporation (the “Board”) to fix their remuneration and terms of engagement. ForWithhold |
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| 3. Transfer Restriction Amendment.To consider and, if deemed advisable, pass a special resolution approving an amendment to the articles of the Corporation (the “Articles”) to remove the restrictions on transfer, as further set out in the Circular. ForAgainst |
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| 4. Approval of Share Consolidation.To consider and, if deemed advisable, pass a special resolution approving one or more amendments to the Articles for one or more future consolidations of the Corporation’s issued and outstanding shares all as further set out in the Corporation’s management information circular dated August 26, 2021 (the“Circular). ForAgainst |
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| 5. Approval of Dual Class Voting Structure.To consider and, if deemed advisable, pass a special resolution approving one or more amendments to the Articles to create a new class of shares designated as subordinated voting shares and multiple voting shares all as further set out in the Circular. For Against |
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| 6. Approval of Equity Incentive Plan.To consider and, if deemed advisable, pass an ordinary resolution approving, For Against |
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confirming and ratifying the Corporation’s equity incentive plan. |
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| 7. Ratification of Awards under the Equity Incentive Plan.To ratify and approve the grant of certain stock options, For Against |
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restricted share units and restricted shares, all as further set out in the Circular. |
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| 8. Approval of Name Change.To consider and, if deemed advisable, pass, with or without variation, a special resolution approving an amendment to the Articles to change the Corporation’s name from “PMML Corp.” to “Rivalry Corp.”or such similar name as may be determined by the Board. For Against |
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| 9Warrant AmendmentTo consider and if deemed advisable to pass an ordinary resolution ratifying confirming For Against |
9. Warrant Amendment . To consider and, if deemed advisable, to pass an ordinary resolution ratifying, confirming and approving the amendments to certain common share purchase warrants all as further set out in the Circular.
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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.
Interim Financial Statements – Check the
Annual Financial Statements – Check the
box to the right if you would like to RECEIVE Interim Financial Statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.
box to the right if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.
This form of proxy is solicited by and on behalf of Management.
Proxies must be received by 10:00 a.m., Eastern Time, on September 16, 2021.
Notes to Proxy
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Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual and Special Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
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If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. 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.
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This proxy should be signed in the exact manner as the name appears 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 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.
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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.
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This proxy should be read in conjunction with the accompanying documentation provided by Management.
INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:
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To Vote Your Proxy Online please visit:
https://login.odysseytrust.com/pxlogin
and click on VOTE. You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.
Shareholder Address and Control Number Here
To Virtually Attend the Meeting:
You can attend the meeting virtually by visiting https://web.lumiagm.com and entering the meeting ID 227-206-084. The password to join the meeting is “pmml2021”. For further information on the virtual meeting and how to attend it, please view the Circular.
To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com
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. A return envelope has been enclosed for voting by mail.