Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Trisura Group Ltd. Proxy Solicitation & Information Statement 2025

May 22, 2025

47403_rns_2025-05-22_858e7ec1-3f80-4c23-ad18-583bda81f9b0.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

NOTICE TO READER

This revised form of proxy replaces and supersedes the previously filed form of proxy filed on May 21, 2025. A correction was made to the heading of the fifth voting item. The heading has been revised from "Shareholder Rights Plan" to "Escrowed Stock Plan". The accompanying revised form of proxy is unchanged in all other aspects.


Trisura Group Ltd.

PROXY

COMMON SHARES

PROXY, solicited by management, for the Annual and Special Meeting of Shareholders of Trisura Group Ltd. (the “Company”) to be held on Friday, June 27, 2025 at 10:00 a.m. (Toronto time) (the “Meeting”), and at all adjournments thereof.

The Meeting will be held by virtual meeting format via live audio webcast online at https://meetings.lumiconnect.com/400-223-282-502, using password: 'trisura2025' (case sensitive).

The undersigned holder of Common Shares of the Company hereby appoints GEORGE MYHAL, or failing him BARTON HEDGES, (or in lieu thereof _____), as proxy of the undersigned to attend and vote, in respect of all the Common Shares registered in the name of the undersigned, at the Meeting to be held on Friday June 27, 2025, and at any adjournments thereof, with full power of substitution, on the following matters:

MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY NIGHLIGHTED TEXT ABOVE THE BOXES
1. Election of Directors FOR WITHHOLD
01 – David Clare
02 – Paul Gallagher
03 – Sacha Haque
04 – Barton Hedges
05 – Anik Lanthier
06 – Janice Madon
07 – George E. Myhal
08 – Lilia Sham
09 – Robert Taylor
2. Appointment of the External Auditor FOR WITHHOLD
To appoint Deloitte LLP as the external auditor and authorize the directors to set its remuneration.
3. Shareholder Rights Plan FOR AGAINST
The Rights Plan Resolution set out in the management information circular of the Company dated May 12, 2025 (the “Circular”).
4. Equity Incentive Plan FOR AGAINST
The Equity Incentive Plan Resolution set out in the Circular.
5. Escrowed Stock Plan FOR AGAINST
The Escrowed Stock Plan Resolution set out in the Circular.

In addition, the undersigned appoints such person as proxy to vote and act as aforesaid upon any amendments or variations to the matters identified in the Notice of Meeting and on all other matters that may properly come before the Meeting. Unless otherwise specified above, the shares represented by this proxy will be voted by the persons whose names are printed above in accordance with the Management Voting Recommendations highlighted for each matter above.

Name of Shareholder: _______

Number of Common Shares: ________

Date: _______, 2025

Signature


NOTES:

  1. If this proxy is not dated in the space provided, it will be deemed to be dated as of the date on which it was mailed to you by management of the Company.

  2. If the shareholder is an individual, please sign exactly as your shares are registered.

If the shareholder is a corporation, this proxy must be executed by a duly authorized officer or attorney of the shareholder and, if the corporation has a corporate seal, its corporate seal should be affixed. If shares are registered in the name of an executor, administrator or trustee, please sign exactly as the shares are registered. If the shares are registered in the name of the deceased or other shareholder, the shareholder's name must be printed in the space provided, the proxy must be signed by the legal representative with his/her name printed below his/her signature and evidence of authority to sign on behalf of the shareholder must be attached to this proxy.

  1. To be valid, this proxy must be signed and deposited with the Secretary of the Company c/o TSX Trust Company via one of the below options, not later than 5:00 p.m. (Toronto time) on Wednesday, June 25, 2025 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting: by mail using the business reply envelope accompanying your proxy; by fax at 416-595-9593; by email, with a scanned copy to [email protected]; or by internet at www.meeting-vote.com and by following the instructions for electronic voting. If voting by internet, a shareholder will be prompted to provide the control number printed near the preprinted name and address.

  2. A shareholder has the right to appoint a person (who need not be a shareholder) to represent the shareholder at the Meeting other than the management nominees named in this form proxy. Such right may be exercised by inserting in the space provided the name of the other person the shareholder wishes to appoint and delivering the completed proxy to the Secretary of the Company, as set out above. In addition, YOU MUST call TSX Trust Company ("TSX Trust") at 1-866-751-6315 (within North America) or 416-682-3860 (outside of North America) or visit online at https://www.hydrust.com/control-number-request no later than 5:00 p.m. (Toronto time) on June 25, 2025, and provide TSX Trust with the required information for your chosen proxyholder so that TSX Trust may provide the proxyholder with a Control Number. 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 ask questions or vote.

  3. Reference is made to the Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

  4. If a share is held by two or more persons, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote in respect thereof, but if more than one of them are present or represented by proxy, they shall vote together in respect of each share so held.

  5. The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.