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Sabio Holdings — Proxy Solicitation & Information Statement 2024
Feb 15, 2024
47543_rns_2024-02-15_aa1b2550-5363-4df0-a9ac-e1961345826d.pdf
Proxy Solicitation & Information Statement
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FARMERS EDGE INC.
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Security Class
Holder Account Number
Voting Instruction Form ("VIF") - Special Meeting to be held on March 15, 2024
This VIF is solicited by and on behalf of management (“Management”) of Farmers Edge Inc. (“Farmers Edge”).
Notes
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Every holder of common shares of Farmers Edge (“Common Shares”) has the right to appoint some other person or company of their choice, who need not be a holder of Common Shares, 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 (as defined on the reverse), please insert the name of your chosen proxyholder in the space provided (see reverse). In addition, YOU MUST go to http:// www.computershare.com/FarmersEdge by 9:00 am (Central Time) on March 13, 2024, and provide Computershare with the required information for your chosen proxyholder so that Computershare may provide the proxyholder with an invite code via email. This invite code will allow your proxyholder to log in to and vote at the meeting. Without an invite code your proxyholder will only be able to log in to the meeting as a guest and will not be able to vote.
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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 VIF. 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 VIF with signing capacity stated.
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This VIF should be signed in the exact manner as the name(s) appear(s) on the VIF.
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If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed to the holder by Management.
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The securities represented by this VIF will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees listed on the reverse, this VIF will be voted as recommended by Management.
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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 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.
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This VIF confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Proxy Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
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This VIF should be read in conjunction with the accompanying documentation provided by Management.
VIFs submitted must be received by 9:00 am (Central Time), on March 13, 2024.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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To Vote Using the Telephone
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- Call the number listed BELOW from a touch tone telephone.
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To Vote Using the Internet
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To Virtually Attend the Meeting
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Go to the following web site: • You can attend the meeting virtually by visiting the www.investorvote.com URL provided on the back of this document.
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Smartphone?
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1-866-732-VOTE (8683) Toll Free Scan the QR code to vote now.
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
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Appointment of Proxyholder
I/We being holder(s) of Common Shares of Farmers Edge Inc. (the “Company”) hereby appoint: R. William McFarland, Chair of the board of directors of the Company, and failing such person, Steven Mills, director of the Company (the "Management Nominees")
OR
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
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Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/FarmersEdge 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 an invite code 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 the Company to be held virtually via live audio webcast online at https://www.meetnow.global/MST6NUH on March 15, 2024 at 9:00 am (Central Time), and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
For Against
1. Arrangement Resolution
To consider and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is attached as Appendix A to the management proxy circular (the " Circular ") of Farmers Edge Inc. (the " Company "), to approve a plan of arrangement under Section 192 of the Canada Business Corporations Act involving the Company, 15635594 Canada Inc., 15736676 Canada Inc. and Fairfax Financial Holdings Limited, all as more particularly set forth in the Circular.
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Signature of Proxyholder
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.
Signature(s)
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Date
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