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Sigma Lithium — Proxy Solicitation & Information Statement 2024
Jun 15, 2024
46936_rns_2024-06-14_f0b6b461-e02c-409d-a0ec-8d54cea306dd.pdf
Proxy Solicitation & Information Statement
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Security Class
Holder Account Number
Form of Proxy - Annual and Special Meeting to be held on Tuesday, July 9, 2024 at 11:00 a.m. (Toronto time)
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 Management Nominees 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 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(s) appear(s) on the proxy.
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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.
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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, and the proxy appoints the Management Nominees listed on the reverse, 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. 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 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.
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This proxy should be read in conjunction with the accompanying documentation provided by Management.
Proxies submitted must be received by no later than 11:00 a.m. (Toronto time) on July 5, 2024, or if the Meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, before the commencement of such adjourned or postponed Meeting. 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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To Vote Using the Internet
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To Receive Documents
Electronically
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To Virtually Attend
the Meeting
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• Call the number listed BELOW from a touch • Go to the following web site: • You can enroll to receive future securityholder • You can attend the meeting virtually by visiting tone telephone. www.investorvote.com communications electronically by visiting the URL provided on the back of this 1-866-732-VOTE (8683) Toll Free • Smartphone? Scan the QR code www.investorcentre.com. document. to vote now.
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
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Appointment of Proxyholder
I/We being holder(s) of securities of Sigma Lithium Corporation (the “Corporation”) hereby appoint: Gary Litwack, or failing this person, Frederico Marques (the "Management Nominees")
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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/SigmaLithium 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 Annual and Special Meeting of shareholders of the Corporation to be held online at https:// meetnow.global/M6F7VKT on Tuesday, July 9, 2024 at 11:00 a.m. (Toronto time) and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
| For | Against | ------- | |||||
|---|---|---|---|---|---|---|---|
| 1.Fix number of Directors at five (5) | Fold | ||||||
| It is proposed that five (5) Directors be | elected at the Meeting and each will hold office until the next annual general meeting or until their successor | ||||||
| is duly elected or appointed. | |||||||
| 2.Election of Directors | For | Against | For | Against | For | Against | |
| 01. Ana Cristina Cabral | 02. Marcelo Paiva | 03. Bechara S. Azar | |||||
| 04. Eugênio de Zagottis | 05. Alexandre R. Cabral | ||||||
| For | Withhold | ||||||
| 3.Appointment of Auditors | |||||||
| Appointment of Grant Thornton Auditores | Independentes Ltda. as Auditors of the Corporation for the ensuing year and authorizing the Directors to | ||||||
| fix their remuneration. | |||||||
| 4.By-Law Amendment | For | Against | |||||
| An ordinary resolution (the “2024 By-Law | Amendment Resolution”), the full text of which is set forth under the heading “By-Law Amendment” in | ||||||
| the Management Information Circular, | ratifying and approving the amendment to the by-laws of the | Corporation (the “By-Law Amendment”). | |||||
| For | Against | ------- Fold |
5. Continuance Under the Laws of Ontario
A special resolution approving the Corporation’s continuation from a corporation organized under the Canada Business Corporations Act to a corporation organized under the Business Corporations Act (Ontario) on the basis set forth under the heading ““Approval of the Continuance of the Corporation Under the laws of Ontario” in the Management Information Circular (the “ Continuance Under the Laws of Ontario ”).
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Signature of Proxyholder Signature(s) Date
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.
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M G X Q
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