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Water Ways Technologies Inc. — Proxy Solicitation & Information Statement 2021
Dec 29, 2021
46204_rns_2021-12-29_5a39d2ee-3cb1-484e-9fcb-3d773d33a2da.pdf
Proxy Solicitation & Information Statement
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WATER WAYS TECHNOLOGIES INC.
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SQGQ 000001
SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA
Security Class COMMON CLASS
Holder Account Number
B9999999999 IND
Intermediary
ABCD
Voting Instruction Form ("VIF") - Annual and Special Meeting to be held on December 29, 2021 (the "Meeting")
NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS
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We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.
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We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.
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If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.
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This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.
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If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.
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When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.
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Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.
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By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
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If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.
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This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.
VIFs must be received no later than 12:00 pm (Toronto time) on December 23, 2021, or if the Meeting is adjourned or postponed, no later than 48 hours preceding the time of such adjourned or postponed meeting (excluding Saturdays, Sundays and statutory holidays in Toronto, ON). VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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To Vote Using the Telephone
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- Call the number listed BELOW from a touch tone telephone.
1-866-734-VOTE (8683) Toll Free
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To Vote Using the Internet
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Go to the following web site:
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www.investorvote.com
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Smartphone? Scan the QR code to vote now.
If you vote by telephone or the Internet, DO NOT mail back this VIF.
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 choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER 23456 78901 23456
SQGQ_VIF_334441/000001/000001/i
SAM SAMPLE
B9999999999
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IND DT4
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B9999999999
B9999999999
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Appointee(s)
I/We being holder(s) of securities of Water Ways Technologies Inc. OR If you wish to attend in person or appoint (the “Corporation”) hereby appoint: James Lanthier, or failing this someone else to attend on your behalf, person, Margaret Miller (the "Management Nominees") print your name or the name of your appointee in this space (see Note #3 on reverse).
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as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that may properly come before the Annual and Special Meeting of shareholders of the Corporation to be held virtually on Wednesday, December 29, 2021 at 12:00 pm (Toronto time) via *** *** teleconference at or toll free at .
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
| 1.Number of Directors | For | Against | |||
|---|---|---|---|---|---|
| To fix the number of directors at seven (7). | |||||
| 2.Election of Directors For Withhold |
For | Withhold | For | Withhold | ------- Fold |
| 01. Ohad Haber 02. Yehuda Doron |
03. Ronnie Jaegermann | ||||
| 04. James Lanthier 05. Jay Richardson |
06. Nitin Kaushal | ||||
| 07. Daniel Bloch | |||||
| For | Withhold | ||||
| 3.Appointment of Auditors | |||||
| Appointment of BDO- Ziv Haft Consulting and Management Ltd., as Auditors of the Corporation | for the ensuing year and authorizing the Directors | ||||
| to fix their remuneration. | |||||
| 4.Approval of the Stock Option Plan Resolution | For | Against | |||
| To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Corporation’s stock option plan. | |||||
| 5.Approval of the Restricted Share Unit Plan Resolution | For | Against | |||
| To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the increase of the numbers of common | |||||
| shares of the Corporation available for issuance under the Corporation's restricted share unit plan. | ------- Fold |
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| For | Against |
6. Approval of the Amendment of Articles - Advance Nomination of Directors
To consider and, if deemed advisable, to pass, with or without variation, a special resolution approving amendments to the Corporation's By-Laws to require advance notice for director nominations.
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Authorized Signature(s) – This section must be completed for your instructions to be executed.
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.
Signature(s)
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Date
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Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.
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If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
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S Q G Q
3 3 4 4 4 1
1 V D I
A R 1
9 9 9 9 9
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WATER WAYS TECHNOLOGIES INC.
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SQGQ 000002
SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X X9X AUSTRALIA
Security Class COMMON CLASS
Holder Account Number
B9999999999 IND
Intermediary ABCD
Voting Instruction Form ("VIF") - Annual and Special Meeting to be held on December 29, 2021 (the "Meeting")
NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS
-
We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.
-
We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.
-
If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.
-
This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.
-
If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.
-
When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.
-
Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.
-
By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
-
If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.
-
This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.
VIFs must be received no later than 12:00 pm (Toronto time) on December 23, 2021, or if the Meeting is adjourned or postponed, no later than 48 hours preceding the time of such adjourned or postponed meeting (excluding Saturdays, Sundays and statutory holidays in Toronto, ON). VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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----- Start of picture text -----
To Vote Using the Telephone
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- Call the number listed BELOW from a touch tone telephone.
312-588-4291 Direct Dial
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----- Start of picture text -----
To Vote Using the Internet
----- End of picture text -----
==> picture [43 x 44] intentionally omitted <==
-
Go to the following web site: www.investorvote.com
-
Smartphone? Scan the QR code to vote now.
If you vote by telephone or the Internet, DO NOT mail back this VIF.
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 choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER 23456 78901 23456
SQGQ_VIF_334441/000002/000002/i
SAM SAMPLE
B9999999999
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IND DT4
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----- Start of picture text -----
B9999999999
B9999999999
----- End of picture text -----
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Appointee(s)
I/We being holder(s) of securities of Water Ways Technologies Inc. OR If you wish to attend in person or appoint (the “Corporation”) hereby appoint: James Lanthier, or failing this someone else to attend on your behalf, person, Margaret Miller (the "Management Nominees") print your name or the name of your appointee in this space (see Note #3 on reverse).
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as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that may properly come before the Annual and Special Meeting of shareholders of the Corporation to be held virtually on Wednesday, December 29, 2021 at 12:00 pm (Toronto time) via *** *** teleconference at or toll free at .
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
| 1.Number of Directors | For | Against | |||
|---|---|---|---|---|---|
| To fix the number of directors at seven (7). | |||||
| 2.Election of Directors For Withhold |
For | Withhold | For | Withhold | ------- Fold |
| 01. Ohad Haber 02. Yehuda Doron |
03. Ronnie Jaegermann | ||||
| 04. James Lanthier 05. Jay Richardson |
06. Nitin Kaushal | ||||
| 07. Daniel Bloch | |||||
| For | Withhold | ||||
| 3.Appointment of Auditors | |||||
| Appointment of BDO- Ziv Haft Consulting and Management Ltd., as Auditors of the Corporation | for the ensuing year and authorizing the Directors | ||||
| to fix their remuneration. | |||||
| 4.Approval of the Stock Option Plan Resolution | For | Against | |||
| To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Corporation’s stock option plan. | |||||
| 5.Approval of the Restricted Share Unit Plan Resolution | For | Against | |||
| To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the increase of the numbers of common | |||||
| shares of the Corporation available for issuance under the Corporation's restricted share unit plan. | ------- Fold |
||||
| For | Against |
6. Approval of the Amendment of Articles - Advance Nomination of Directors
To consider and, if deemed advisable, to pass, with or without variation, a special resolution approving amendments to the Corporation's By-Laws to require advance notice for director nominations.
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Authorized Signature(s) – This section must be completed for your instructions to be executed.
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.
Signature(s)
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Date
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Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.
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If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
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S Q G Q
3 3 4 4 4 1
1 V D I
A R 1
9 9 9 9 9