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Tier One Capital Limited Partnership Proxy Solicitation & Information Statement 2021

Sep 27, 2021

47228_rns_2021-09-27_68a33580-b704-466b-b04c-0bf970f33741.pdf

Proxy Solicitation & Information Statement

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==> picture [97 x 18] intentionally omitted <==

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Fold

Form of Proxy - Special Meeting to be held on October 26, 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 Named Proxyholders 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 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(s) appear(s) on the proxy.

  4. 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.

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, and the proxy appoints the Named Proxyholders listed on the reverse, this proxy will be voted as recommended by Management.

  1. The securities represented by this proxy will be voted in favour 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.

  2. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Information Circular (as defined on the reverse) and other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

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

Fold

Proxies submitted must be received by 1:00 p.m. (Toronto time) on October 22, 2021.

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

==> picture [29 x 42] intentionally omitted <==

==> picture [25 x 32] intentionally omitted <==

==> picture [35 x 31] intentionally omitted <==

To Receive Documents To Virtually Attend Electronically the Meeti ~~n~~ g

To Vote Using the Telephone

To Vote Using the Internet

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

  • Call the number listed BELOW from a touch • Go to the following web • You can enroll to receive future securityholder • You can attend the meeting virtually by tone telephone. site: www.investorvote.com communications electronically by visiting visiting the URL provided on the back of

  • 1-866-732-VOTE (8683) Toll Free • Scan the QR code Smartphone? www.investorcentre.com. this proxy. 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 Named Proxyholders 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

01RP0F

Fold

Appointment of Proxyholder

I/We being holder(s) of securities of Trillium Therapeutics Inc. Print the name of the person you are OR (“Trillium”) hereby appoint: Mr. Paolo Pucci, or failing this person, appointing if this person is someone Dr. Jan Skvarka, or failing this person, Mr. Benjamin Looker other than the Named Proxyholders listed (the “Named Proxyholders”) herein.

Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/Trillium 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 a user name 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 Special Meeting of Shareholders and Warrant Holders of Trillium to be held online at https://meetnow.global/MRQH66P on October 26, 2021 at 1:00 p.m. (Toronto time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against
1. Arrangement Resolution
To consider and, if deemed advisable, pass, with or without variation, a special resolution, the full text of which is set forth in Appendix B to the accompanying
Management Information Circular and Proxy Statement of Trillium dated September 27, 2021 (the “Information Circular”), approving a statutory arrangement (the
“Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving Trillium, all as more particularly described in the Information Fold
Circular.
For Against

To consider and, if deemed advisable, pass, with or without variation, a special resolution, the full text of which is set forth in Appendix B to the accompanying Management Information Circular and Proxy Statement of Trillium dated September 27, 2021 (the “Information Circular”), approving a statutory arrangement (the “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving Trillium, all as more particularly described in the Information Circular. 2. Advisory vote on the compensation of Trillium’s named executive officers in connection with the Arrangement

To consider and, if deemed advisable, pass an advisory (non-binding) resolution on specified compensation that may become payable to the named executive officers of Trillium in connection with the Arrangement, all as more particularly described in the Information Circular

Signature of Proxyholder

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 Named Proxyholders, this Proxy will be voted as recommended by Management.

Signature(s) MM /DD /YY
Date

S H C Q

A R 0

3 2 5 1 2 6

01RP1F

==> picture [97 x 18] intentionally omitted <==

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Fold

Form of Proxy - Special Meeting to be held on October 26, 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 Named Proxyholders 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 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(s) appear(s) on the proxy.

  4. 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.

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, and the proxy appoints the Named Proxyholders listed on the reverse, this proxy will be voted as recommended by Management.

  1. The securities represented by this proxy will be voted in favour 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.

  2. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Information Circular (as defined on the reverse) and other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

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

Fold

Proxies submitted must be received by 1:00 p.m. (Toronto time) on October 22, 2021.

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

==> picture [29 x 42] intentionally omitted <==

==> picture [25 x 32] intentionally omitted <==

==> picture [35 x 31] intentionally omitted <==

To Receive Documents To Virtually Attend Electronically the Meeti ~~n~~ g

To Vote Using the Telephone

To Vote Using the Internet

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

  • Call the number listed BELOW from a touch • Go to the following web • You can enroll to receive future securityholder • You can attend the meeting virtually by tone telephone. site: www.investorvote.com communications electronically by visiting visiting the URL provided on the back of

  • 1-866-732-VOTE (8683) Toll Free • Scan the QR code Smartphone? www.investorcentre.com. this proxy. 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 Named Proxyholders 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

01RP2F

Fold

Appointment of Proxyholder

I/We being holder(s) of securities of Trillium Therapeutics Inc. (“Trillium”) hereby appoint: Mr. Paolo Pucci, or failing this person, Dr. Jan Skvarka, or failing this person, Mr. Benjamin Looker (the “Named Proxyholders”)

OR

Print the name of the person you are appointing if this person is someone other than the Named Proxyholders listed herein.

Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/Trillium 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 a user name 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 Special Meeting of Shareholders and Warrant Holders of Trillium to be held online at https://meetnow.global/MRQH66P on October 26, 2021 at 1:00 p.m. (Toronto time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against

1. Arrangement Resolution

To consider and, if deemed advisable, pass, with or without variation, a special resolution, the full text of which is set forth in Appendix B to the accompanying Management Information Circular and Proxy Statement of Trillium dated September 27, 2021 (the “Information Circular”), approving a statutory arrangement (the “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving Trillium, all as more particularly described in the Information Circular.

Signature(s) Date

Signature of Proxyholder

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 Named Proxyholders, this Proxy will be voted as recommended by Management.

MM / DD / YY

Fold

S H C Q

A R 0

3 2 5 1 2 6

01RP3F

==> picture [97 x 18] intentionally omitted <==

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

Fold

Form of Proxy - Special Meeting to be held on October 26, 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 Named Proxyholders 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 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(s) appear(s) on the proxy.

  4. 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.

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, and the proxy appoints the Named Proxyholders listed on the reverse, this proxy will be voted as recommended by Management.

  1. The securities represented by this proxy will be voted in favour 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.

  2. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Information Circular (as defined on the reverse) and other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

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

Fold

Proxies submitted must be received by 1:00 p.m. (Toronto time) on October 22, 2021.

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

==> picture [29 x 42] intentionally omitted <==

==> picture [25 x 32] intentionally omitted <==

==> picture [35 x 31] intentionally omitted <==

To Receive Documents To Virtually Attend Electronically the Meeti ~~n~~ g

To Vote Using the Telephone

To Vote Using the Internet

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

  • Call the number listed BELOW from a touch • Go to the following web • You can enroll to receive future securityholder • You can attend the meeting virtually by tone telephone. site: www.investorvote.com communications electronically by visiting visiting the URL provided on the back of

  • 1-866-732-VOTE (8683) Toll Free • Scan the QR code Smartphone? www.investorcentre.com. this proxy. 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 Named Proxyholders 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

01RP4F

Fold

Appointment of Proxyholder

I/We being holder(s) of securities of Trillium Therapeutics Inc. (“Trillium”) hereby appoint: Mr. Paolo Pucci, or failing this person, Dr. Jan Skvarka, or failing this person, Mr. Benjamin Looker (the “Named Proxyholders”)

OR

Print the name of the person you are appointing if this person is someone other than the Named Proxyholders listed herein.

Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/Trillium 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 a user name 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 Special Meeting of Shareholders and Warrant Holders of Trillium to be held online at https://meetnow.global/MRQH66P on October 26, 2021 at 1:00 p.m. (Toronto time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against

1. Arrangement Resolution

To consider and, if deemed advisable, pass, with or without variation, a special resolution, the full text of which is set forth in Appendix B to the accompanying Management Information Circular and Proxy Statement of Trillium dated September 27, 2021 (the “Information Circular”), approving a statutory arrangement (the “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving Trillium, all as more particularly described in the Information Circular.

Signature(s)

Date

Signature of Proxyholder

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 Named Proxyholders, this Proxy will be voted as recommended by Management.

MM / DD / YY

Fold

S H C Q

A R 0

3 2 5 1 2 6

01RP5F