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Sunshine Oilsands Ltd. — Proxy Solicitation & Information Statement 2020
Apr 24, 2020
50340_rns_2020-04-24_c2f77a10-070c-4b98-8a13-4963ea113863.pdf
Proxy Solicitation & Information Statement
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----- Start of picture text ----- 陽光油砂有限公司 *----- End of picture text -----
(a company incorporated under the Business Corporations Act of the Province of Alberta, Canada with limited liability) (HKEX: 2012)
FORM OF PROXY
I/We, being the registered holder(s) of Sunshine Oilsands Ltd. (the “ Company ”), hereby appoint the Chair of the special general meeting of the Company to be held at 20/F, Two Chinachem Central, No.26 Des Voeux Road Central, Central, Hong Kong on May 25, 2020 at 9:30 a.m. (Hong Kong Time) / May 24, 2020 at 7: 30 p.m. (Calgary Time) and at any adjournment thereof (the “ SGM ” or “ Meeting ”) to attend and vote for me/us and on my/our behalf in respect of the resolution as indicated below, or if no such indication is given, as the Chair of the Meeting thinks fit. Capitalized terms used herein without definition shall have the same meanings as those in the circular issued by the Company dated April 24, 2020 (the “ Circular ”), unless the context otherwise requires:
Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.) Registered Name Registered Address Number of Shares and Signature Certificate No. [(Notes 1,4 and 6) ] (Note 2) Date [(Note 2)] ORDINARY RESOLUTION FOR AGAINST (Note 3) (Note 3) To approve the Subscription under the Subscription Agreement, a copy of the Subscription Agreement has been produced at the SGM of the Company marked “A” and signed by the Chair of the SGM for the purpose of identification ; to approve, confirm and ratify the execution of the Subscription Agreement and any other agreements, documents and actions taken or to be taken in connection with the Subscription by any director of the Company, notwithstanding any interest he/she may have in any matters in connection with the Subscription ; to authorize any Director to do all acts and things and execute any agreements, deeds, instruments and any other documents, under hand or under seal, or make such arrangement as he/she may determine to be appropriate, necessary or desirable to give effect to or in connection with the Subscription and the allotment and issuance of the Conversion Shares; to approve and make such immaterial variation, amendment, supplement or waiver of immaterial matters relating to the Subscription in the interests of the Company and its Shareholders as a whole ; and to confirm and approve the unconditional specific mandate be granted to the Directors to exercise the powers of the Company to allot, issue and deal with the Conversion Shares pursuant to the Subscription Agreement
* For identification purposes only
Notes:
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Please insert the number of shares for this proxy. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s).
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This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.
3. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK ( √ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK ( √ ) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST” . Failure to tick either box in respect of a resolution will entitle the Chair of the SGM to cast your vote in respect of that resolution at his/her discretion or to abstain. The Chair of the SGM will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting. Unless otherwise indicated, the Chair of the SGM if appointed as proxyholder, will vote ‘FOR’ the above matters. If any amendments or variations to the above matters are proposed at the Meeting, or if any other business properly comes before the Meeting, discretionary authority is hereby conferred with respect thereto.
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Shares represented by this proxy form will be voted for or against from voting in accordance with the instructions of the shareholder represented hereby on any ballot that may be called for at the Meeting.
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In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited, as applicable, (i) at the office of the Company’s principal share registrar in Canada, being Alliance Trust Company, #1010, 407 — 2nd Street S.W., Calgary, Alberta, Canada, T2P 2Y3, or via fax: +1 403-237-6181; or (ii) at the Company’s branch share registrar in Hong Kong, being Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, during regular business hours not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof.
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Please provide one certificate number, if possible, to facilitate processing.
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For the avoidance of doubt, we do not accept any special instructions written on this proxy form.
Questions
Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, Shareholders should not attend the SGM in person and the Corporation will not accept any physical attendance by Shareholders. In this regard, Shareholders are encouraged to submit questions to the Company’s management in the box below. The Board of Directors or the Company’s management will answer their queries at the SGM. If there is not enough space, separate sheets may be used.