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Stampede Drilling Inc. — Proxy Solicitation & Information Statement 2023
Apr 19, 2023
46468_rns_2023-04-19_159d28ee-2dda-4bfc-b784-4e663b700cec.pdf
Proxy Solicitation & Information Statement
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Security Class
Holder Account Number
Voting Instruction Form ("VIF") - Annual General and Special Meeting to be held on Tuesday, May 16, 2023
This VIF is solicited by and on behalf of Management.
Notes
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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 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 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 VIF should be read in conjunction with the accompanying documentation provided by Management.
VIFs submitted must be received by 10:00 am, Calgary Time, on Friday, May 12, 2023 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) before the beginning of any adjournment of the 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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- Call the number listed BELOW from a touch tone • Go to the following web site: telephone. www.investorvote.com
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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 securities of Stampede Drilling Inc. (the “Corporation”) hereby appoint: Lyle Whitmarsh, President and Chief Executive Officer of the Corporation, or failing this person, Jeff Schab, Chief Financial Officer of the Corporation (the "Management Nominees")
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OR
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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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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 General and Special Meeting of shareholders of the Corporation to be held in the Western Canadian Place Conference Centre, South Tower, 3rd Floor, 700 – 9th Ave SW, Calgary, Alberta on Tuesday, May 16, 2023 at 10:00 am (Calgary 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 fix the number of directors to be elected at the Meeting at eight (8). | |||||||
| ------- | |||||||
| 2.Election of Directors | For | Withhold | For | Withhold | For | Withhold | Fold |
| 01. Thane Russell | 02. Lyle Whitmarsh | 03. Tim Beatty | |||||
| 04. Murray Hinz | 05. Terrance Owen | 06. Diane Brickner | |||||
| 07. Kerri Beuk | 08. Drew Ross | ||||||
| For | Withhold | ||||||
| 3.Appointment of Auditors | |||||||
| To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the auditors of the Corporation at such remuneration as may be | |||||||
| approved by the directors of the Corporation. | |||||||
| 4.Stock Option Plan | For | Against | |||||
| To consider and, if thought advisable, to pass an ordinary resolution approving the Corporation's incentive stock option plan, as more particularly | |||||||
| described in the management information | circular of the Corporation dated April 17, 2023 ("Information Circular"). | ||||||
| 5.Consolidation | For | Against | ------- Fold |
To consider and, if thought advisable, to pass, with or without variation, a special resolution authorizing the amendment of the Corporation's articles to consolidate the issued and outstanding Common Shares at such time and on such a basis as the board of directors of the Corporation may determine, provided that the consolidation not be greater than a 12 to 1 basis, as more fully described in the Information Circular.
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Signature of Proxyholder Signature(s) 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. 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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Date
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If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
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