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Total Telcom Inc. Proxy Solicitation & Information Statement 2021

Jun 10, 2021

44268_rns_2021-06-10_a6bb0686-8d77-4a55-9b30-dc3a1772b0fa.pdf

Proxy Solicitation & Information Statement

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TOTAL TELCOM INC.

INSTRUMENT OF PROXY

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND MANAGEMENT AND WILL BE USED AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

The undersigned, being a shareholder of TOTAL TELCOM INC. (the “ Company ”), hereby nominates, constitutes and appoints NEIL MAGRATH, President of the Company, or failing him, SCOTT ALLEN, Chief Financial Officer, or in the place and stead of either of the foregoing, , the true and lawful attorney and proxy of the undersigned to attend, to act and vote in respect of the common shares held by the undersigned at the special meeting of the shareholders of the Company to be held on Wednesday JUNE 30, 2021, at 10:00 AM and any adjournment thereof. The undersigned hereby instructs said proxy to vote the common shares represented by this Instrument of Proxy in the following manner:

1. FOR [ ] OR AGAINST [ ] (and, if no specification is made, FOR)

To fix the number of directors to be elected for the ensuing year at 4.

  1. The appointment as director of the following persons:

(a) NEIL MAGRATH VOTE FOR [ ] OR WITHHOLD VOTE [ ]

  • (b) SCOTT ALLEN VOTE FOR [ ] OR WITHHOLD VOTE [ ]

(c) WAYNE JAMIESON VOTE FOR [ ] OR WITHHOLD VOTE [ ]

(d) DAVID H. HAMMERMEISTER VOTE FOR [ ] OR WITHHOLD VOTE [ ]

(and, if no specification is made above, FOR each of the nominees)

3. FOR [ ] OR WITHHOLD VOTE [ ] (and, if no specification is made, FOR)

The appointment of BDO CANADA LLP, Chartered Professional Accountants as auditor of the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration, as more particularly set out in the Management Information Circular accompanying this Instrument of Proxy.

4. FOR [ ] OR AGAINST [ ] (and, if no specification is made, FOR)

The approval of the renewal and confirmation of the incentive stock option plan for the Company, as more particularly set out in the Management Information Circular accompanying this Instrument of Proxy.

DATED this day of , 2021.

(Name of Shareholder)

(Signature of Shareholder)

(Number of Shares Voted)

  • 2 -

Where a choice in respect to any matter to be acted upon is specified in this Instrument of Proxy, the common shares represented by this Instrument of Proxy will be voted in accordance with such specifications. If no designation in favour of or against any matter set out above is made, the management designees, if named as proxy, will vote in favour of all matters set out herein. This Instrument of Proxy confers discretionary authority upon the management designees or other persons named as proxy with respect to any amendment or variation of any of the proposals set out above or other matters which, may properly come before the meeting.

To be valid, this Instrument of Proxy must be received by mail or fax 1-866-781-3111 at the offices of AST Trust Company (Canada) - P.O. Box 721 Agincourt, Ontario M1S 0A1Attention: Proxy Department, not later than 10:00 am (Agincourt time) at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the meeting or any adjournment thereof. The Chairman of the meeting will have the discretion to accept proxies, which are deposited with AST Trust Company (Canada) or with the Chairman of the meeting no later than 10:00 am (Calgary time) at least forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the meeting or any adjournment thereof.

A shareholder has the right to appoint a person (who need not be a shareholder) to attend and act for him on his behalf at the meeting other than the persons designated above. To exercise this right, the shareholder may insert the name of the desired person in the blank space provided in this Instrument of Proxy and strike out the other names or may submit another appropriate Instrument of Proxy.

This Instrument of Proxy when mailed by the Company is undated. In the event that same is not dated when returned by the shareholder, then same shall be deemed to be dated as of the date that same was mailed by the Company.