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Spot Coffee (Canada) Ltd. AGM Information 2021

Mar 5, 2021

46156_rns_2021-03-05_9dff4e2d-1002-48d2-8362-fc5632f31bc3.PDF

AGM Information

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SPOT COFFEE (CANADA) LTD.

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SZPQ 000001 SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA

Security Class COMMON SHARES Holder Account Number C9999999999 IND

Form of Proxy - Annual General and Special Meeting to be held on April 9, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. 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).

  2. 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.

  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

  4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

  5. 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.

  6. 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.

  7. 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.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 2:00 p.m. (Toronto Time) on April 7, 2021.

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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  • Call the number listed BELOW from a touch tone telephone.

  • Go to the following web site: www.investorvote.com

  • Smartphone?

  • 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 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 23456 78901 23456

SZPQ_PRX_321130/000001/000001/i

SAM SAMPLE

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C9999999999

IND C01

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C9999999999
C9999999999
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Appointment of Proxyholder

I/We, being holder(s) of SPoT Coffee (Canada) Ltd. hereby appoint: Anton Ayoub, President, and a Director of the Corporation, or, failing him, John Lorenzo, Chief Executive Officer, Executive Chairman and a Director of the Corporation,

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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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 General and Special Meeting of shareholders of SPoT Coffee (Canada) Ltd. to be held at 141 Adelaide Street West, Suite 1007, Toronto, Ontario M5H 3L5, on April 9, 2021 at 2:00 p.m. (Toronto Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1.Number of Directors For Against
To set the number of Directors at SIX (6).
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2.Election of Directors For Withhold For Withhold For Withhold Fold
01. John Lorenzo 02. Anton Ayoub 03. Raymond J. Stapell
04. Khaled Al-Hamdan 05. Glenn Abadir 06. Mario Giorgio
For Withhold
3.Appointment of Auditors
Appointment of Richter LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.
For Against

4. Stock Option Plan

An ordinary resolution, the full text of which is set forth in the Circular, adopting and approving, with or without variation, the Corporation's 2021 Stock Option Plan as described in the Circular and authorizing the Corporation's board of directors to make any amendments thereto that may be required by regulatory authorities.

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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.

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Signature(s)
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Date

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Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

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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.

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S Z P Q

3 2 1 1 3 0

1 P D I Z

A R 1

9 9 9 9 9

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SPOT COFFEE (CANADA) LTD.

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SZPQ 000002 SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X AUSTRALIA

Security Class COMMON SHARES Holder Account Number C9999999999 IND

Form of Proxy - Annual General and Special Meeting to be held on April 9, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. 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).

  2. 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.

  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

  4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

  5. 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.

  6. 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.

  7. 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.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 2:00 p.m. (Toronto Time) on April 7, 2021.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

==> picture [180 x 38] intentionally omitted <==

----- Start of picture text -----

To Vote Using the Telephone
----- End of picture text -----

==> picture [179 x 38] intentionally omitted <==

----- Start of picture text -----

To Vote Using the Internet
----- End of picture text -----

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  • Call the number listed BELOW from a touch tone telephone.

  • Go to the following web site: www.investorvote.com

  • Smartphone?

  • 312-588-4290 Direct Dial Scan the QR code 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 23456 78901 23456

SZPQ_PRX_321130/000002/000002/i

SAM SAMPLE

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C9999999999

IND C01

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----- Start of picture text -----

C9999999999
C9999999999
----- End of picture text -----

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Appointment of Proxyholder

I/We, being holder(s) of SPoT Coffee (Canada) Ltd. hereby appoint: Anton Ayoub, President, and a Director of the Corporation, or, failing him, John Lorenzo, Chief Executive Officer, Executive Chairman and a Director of the Corporation,

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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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 General and Special Meeting of shareholders of SPoT Coffee (Canada) Ltd. to be held at 141 Adelaide Street West, Suite 1007, Toronto, Ontario M5H 3L5, on April 9, 2021 at 2:00 p.m. (Toronto Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1.Number of Directors For Against
To set the number of Directors at SIX (6).
-------
2.Election of Directors For Withhold For Withhold For Withhold Fold
01. John Lorenzo 02. Anton Ayoub 03. Raymond J. Stapell
04. Khaled Al-Hamdan 05. Glenn Abadir 06. Mario Giorgio
For Withhold
3.Appointment of Auditors
Appointment of Richter LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.
For Against

4. Stock Option Plan

An ordinary resolution, the full text of which is set forth in the Circular, adopting and approving, with or without variation, the Corporation's 2021 Stock Option Plan as described in the Circular and authorizing the Corporation's board of directors to make any amendments thereto that may be required by regulatory authorities.

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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.

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Signature(s)
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Date

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Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

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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.

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S Z P Q

3 2 1 1 3 0

1 P D I Z

A R 1

9 9 9 9 9