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TRUBAR Inc. — Proxy Solicitation & Information Statement 2025
Dec 18, 2025
47671_rns_2025-12-18_f35fdf6e-1c09-41de-8693-d484cb6f82b9.pdf
Proxy Solicitation & Information Statement
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TRUBAR INC.
(the "Corporation")
Suite 1400 – 95 Wellington Street West
Toronto, ON M5J 2N7
Instrument of Proxy for the Special Meeting of Securityholders to be held on Tuesday January 13, 2026
The undersigned, being a holder of restricted share units of the Corporation (the "RSUs"), hereby appoints Richard Kellam, Director, or failing him, H. Brock Bundy, Director, or failing him, _____, as proxyholder of the undersigned, with full power of substitution and to attend, act and vote for and on behalf of the undersigned in accordance with the following direction (or if no direction has been given, as the proxyholder sees fit) and on all other matters that may properly come before the special meeting (the "Meeting") of holders of common shares of the Corporation (each a "Shareholder"), holders of common share purchase warrants of the Corporation (each a "Warrantholder"), holders of common share purchase options of the Corporation (each a "Optionholder") and holders of RSUs of the Corporation (each a "RSUholder"), to be held at the offices of Norton Rose Fulbright Canada LLP at 222 Bay Street, Suite 3000, Toronto, Ontario, M5K 1E7 at 10:00 a.m. (Toronto time) on Tuesday January 13, 2026, and at any adjournment or postponement thereof, and on every ballot that may take place in consequence thereof to the same extent and with the same powers as if the undersigned were personally present at the Meeting.
Without limiting the general powers hereby conferred, the undersigned hereby directs the said proxyholder to vote the RSUs represented by this instrument of proxy (the "Instrument of Proxy") in the following manner:
- to VOTE FOR ☐ or to VOTE AGAINST ☐ (and if no specification is made, to VOTE FOR) the approval of, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is set forth in Appendix "A" of the accompanying management information circular of the Corporation (the "Circular"), to approve a proposed plan of arrangement pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving the Corporation, 1564128 B.C. Unlimited Liability Company (the "Purchaser") and ETI Gida Sanayi ve Ticaret Anonim Şirketi (the "Parent"), in accordance with the terms of an arrangement agreement dated November 23, 2025 among the Corporation, the Purchaser and the Parent, all as more particularly described in the Circular.
This Instrument of Proxy is solicited on behalf of the management of the Corporation. The RSUs represented by this Instrument of Proxy will be voted in favour, or withheld from voting, or voted against the Arrangement Resolution in accordance with the instructions of the undersigned. If the undersigned has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
Every RSUholder has the right to appoint some other person or company of their choice, who need not be a Shareholder, Warrantholder, Optionholder or RSUholder, 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 persons whose names are printed above, please cross out the names of the nominees of management and insert the name of your chosen proxyholder legibly printed in the blank space provided. Proxies must be returned by 10:00 a.m. (Toronto time) on Friday January 9, 2026.
The undersigned authorizes the proxyholder to act in accordance with the instructions set out above. The undersigned hereby revokes any proxy previously given with respect to the Meeting. The RSUs represented by this Instrument of Proxy will be voted as directed by the undersigned, however, if such a direction is not made in respect of any matter, this Instrument of Proxy will be voted as recommended by Management.
DATED this _ day of _____, 20__.
(signature of RSUholder)
(name of RSUholder - please print)
(number of RSUs)
(see over for notes)
2
NOTES:
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This Instrument of Proxy must be dated and the signature hereon should be exactly the same as the name(s) in which the RSUs are registered. If the RSUs are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this Instrument of Proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this Instrument of Proxy. If you are voting on behalf of a corporation, you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
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Persons signing as executors, administrators, trustees, etc., should so indicate and give their full title as such.
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This Instrument of Proxy will not be valid and not be acted upon or voted unless it is completed as outlined herein and deposited with Norton Rose Fulbright Canada LLP, 222 Bay Street, Suite 3000, Toronto, Ontario, M5K 1E7, Attention: Sam Zadeh, or by e-mail to [email protected], not later than 10:00 a.m. (Toronto time) on Friday January 9, 2026 (or 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Meeting if the Meeting is adjourned or postponed), unless the Chair of the Meeting determines to waive or extend the deadline. A proxy is valid only at the Meeting in respect of which it is given or any adjournment(s) or postponement(s) of the Meeting.
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If not dated, this Instrument of Proxy shall be deemed to bear the date on which it was mailed to RSUholders by the Corporation.
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This Instrument of Proxy confers discretionary authority on the person named to vote in his or her discretion in respect of amendments or variations to matters identified in the notice of meeting accompanying the Circular or other matters that may properly come before the Meeting or any adjournment or postponement thereof, whether or not the amendment or variation is routine or contested.
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This Instrument of Proxy should be read in conjunction with the accompanying documentation provided by management, including, without limitation, the Circular.
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The deadline for the deposit of this Instrument of Proxy may be waived or extended by the Chair of the Meeting at his or her discretion without notice, and the Chair of the Meeting is under no obligation to accept or reject any particular late Instrument of Proxy.