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Timbercreek Financial Corp. Proxy Solicitation & Information Statement 2021

Mar 25, 2021

47367_rns_2021-03-25_300c8af8-f490-4277-8893-dcc6fe3eddc4.pdf

Proxy Solicitation & Information Statement

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Appointment of Proxyholder

I/We, being holder(s) of Common Shares of Timbercreek Financial Corporation (the “ Company ”), hereby appoint: R. Blair Tamblyn, Chief Executive Officer, or, failing him, Paula Jon, Vice President and Corporate Secretary, OR

___________ Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual Meeting of Shareholders of the Company to be held at 2:00 p.m. (Toronto Time) on May 4, 2021 via live audio webcast online at https://web.lumiagm.com/479254106 (the “ Meeting ”), password “tf2021” (case sensitive) and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. This form of proxy is solicited by and on behalf of the Company for use at the Meeting.

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 FOR a matter by Management’s appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

_________ ______ Signature(s) Date

Please sign exactly as your name(s) appear on this proxy. All proxies must be received no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting, being 2:00 p.m. on April 30, 2021, or any adjournment of the Meeting.

Please see reverse for voting instructions .

The Board of Directors recommends voting FOR items 1 and 2. Please use a dark black pencil or pen.

1. Election of Directors
FOR
WITHHOLD
1. Election of Directors
FOR
WITHHOLD
1. Election of Directors
FOR
WITHHOLD
1. Election of Directors
FOR
WITHHOLD
1. Election of Directors
FOR
WITHHOLD
1. Amar Bhalla
2. Scott Rowland
3. Steven Scott
4. W. Glenn Shyba
5. Pamela Spackman
6. R. Blair Tamblyn
7. Derek J. Watchorn
FOR
WITHHOLD
2. Appointment of Auditors
Appointment of KPMG LLP as Auditors

Proxy Form – Annual Meeting of Shareholders of Timbercreek Financial Corporation to be held on May 4, 2021 (the “Meeting”)

Notes to Proxy

  1. You have the right to appoint a person, who need not be a shareholder of the Company, to represent you at the Meeting other than the persons named on this form of proxy. Such right may be exercised by inserting in the blank space provided the name of the person to be appointed . You may also appoint another person to participate in the Meeting as proxyholder on your behalf and vote your Common Shares. If you choose this option, you must strike out the preprinted names and print that person’s name in the blank space provided on the back of the enclosed form of proxy, you may indicate how you want your Common Shares voted, and YOU MUST return your proxy by mail and telephone AST at 1-866-751- - 6315 (within North America) or (212) 235-5754 (outside North America) or register your appointment on https://lp.astfinancial.com/control number-request-en.html no later than 2:00 p.m. (Toronto time) on April 30, 2021 and provide AST with the required information for your appointee so that AST may provide the appointee with a Control Number via email. This Control Number will allow your appointee to log in to and vote at the Meeting. Without a Control Number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote.

  2. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

  3. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

  4. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

  5. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy.

All holders should refer to the Proxy Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

How to Vote

MAIL, TELEPHONE, FAX, EMAIL OR INTERNET

  • Complete and return your signed proxy in the envelope provided or send to:

AST Trust Company (Canada) (“AST”) P.O. Box 721 Agincourt, ON M1S 0A1

  • You may alternatively vote by telephone at 1-888-489-7352; fax your proxy to 416-368-2502 or toll free in Canada and United States to 1-866781-3111; or scan and email to [email protected].

  • You may also vote on the internet at www.astvotemyproxy.com.

An undated proxy is deemed to be dated on the day it was received by AST.

If you wish to receive investor documents electronically in future, please visit https://ca.astfinancial.com/financialstatements to enrol. Our company code is 7628.

All proxies must be received no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting, being 2:00 p.m. on April 30, 2021, or any adjournment of the Meeting.