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Thunderbird Entertainment Group AGM Information 2023

Feb 2, 2023

43831_rns_2023-02-01_676a173a-88be-4190-b269-0bcd08467a7e.pdf

AGM Information

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Thunderbird Entertainment Group Inc.

Form of Proxy – Annual General and Special Meeting to be held on March 6, 2023

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United Kingdom Building 350-409 Granville St Vancouver, BC V6C 1T2

Appointment of Proxyholder

I/We being the undersigned holder(s) of Thunderbird Entertainment Group Inc. (the “ Company ”) hereby appoint Jennifer Twiner McCarron or failing this person, Lori Massini. OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

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 all other matters that may properly come before the Annual General and Special Meeting of the Company (the “ Meeting ”) to be held in a hybrid format on March 6, 2023 at 2:00 p.m. (Vancouver time) at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8 and via live audio webcast at https://web.lumiagm.com/294-662-795 (password: Thunderbird2023) or at any adjournment thereof.

**1. Number of Directors.**To set the number of directors to be elected at the Meeting to at six (6). ForAgainst **1. Number of Directors.**To set the number of directors to be elected at the Meeting to at six (6). ForAgainst **1. Number of Directors.**To set the number of directors to be elected at the Meeting to at six (6). ForAgainst
2. Election of Directors.ForWithholdForWithholdForWithholda.Jennifer TwinerMcCarronb.Azim Jamalc.Jerome Levyd.Linda Michaelsone.Asha Danieref.Mark Trachuk
**3. Appointment of Auditor.**Resolved to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants of Vancouver, BritishColumbia as the auditor for the Company, to hold office until the next annual general meeting of the shareholders at a remuneration to be fixed bythe Board of Directors.ForWithhold
**4. Ordinary Resolution.**Resolved to re-approve the Company’s existing stock option plan, as more particularly described in the accompanyingmanagement information circular.ForAgainst
**5. Ordinary Resolution.**Resolved to approve certain amendments to the Company’s stock option plan, as more particularly described in theaccompanying management information circular.ForAgainst
**6. Ordinary Resolution.**Resolved to re-approve the Company’s existing equity incentive compensation plan, as more particularly described in theaccompanying management information circular.ForAgainst
**7. Ordinary Resolution.**Resolved to approve certain amendments to the Company’s equity incentive compensation plan, as more particularlydescribed in the accompanying management information circular. ForAgainst
Authorized Signature(s) – This section must be completed for yourinstructions 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 novoting instructions are indicated above,this Proxy will be voted asrecommended by Management. Signature(s): Date/ /MM / DD / YY
Interim Financial Statements –Check the box to the right ifyou would like toRECEIVEInterim Financial Statements andaccompanying Management’s Discussion & Analysis by mail.See reverse for instructions to sign up for delivery by email. **Annual Financial Statements –**Check the box to theright if you would like to receive the Annual FinancialStatements and accompanying Management’sDiscussion and Analysis by mail. See reverse forinstructions to sign up for delivery by email.

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 2:00 p.m., Vancouver time, on March 2, 2023.

Notes to Proxy

  1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual General Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.

  2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. 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.

  3. This proxy should be signed in the exact manner as the name appears 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 or withheld from voting, 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 to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

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

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

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To Vote Your Proxy Online please visit:

https://login.odysseytrust.com/pxlogin and click on VOTE. You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.

To Attend the Hybrid Meeting:

You can attend the Meeting in person at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8 or virtually by visiting https://web.lumiagm.com and entering the meeting ID 294-662-795 (password: Thunderbird2023). For further information on the hybrid Meeting and how to attend it, please view the accompanying management information circular of the Company for the financial year 2022.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com

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. A return envelope has been enclosed for voting by mail.