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WSP Global Inc. — Proxy Solicitation & Information Statement 2023
Apr 6, 2023
47182_rns_2023-04-05_5d9d9c5b-65a4-4762-9108-1c29740ceba6.pdf
Proxy Solicitation & Information Statement
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Appointment of Proxyholder
I/We, being holder(s) of Common Shares of WSP Global Inc. (the “Corporation”), hereby appoint Alexandre L’Heureux, director, President, and Chief Executive Officer of the Corporation, or failing him, Philippe Fortier, Chief Legal Officer and Corporate Secretary of the Corporation, or
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Print the name of the person you are appointing if this person is someone other than the persons listed above
as a proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below directions (or if no directions have been given, as the proxy holder sees fit) on all the following matters and any other matter that may properly be brought before the Annual General and Special Meeting of Shareholders of the Corporation to be held in a hybrid format on May 11[th] , 2023 at 11:00 a.m. (Montréal time) : virtually via live webcast at https://web.lumiagm.com/412171878, and in person at Lumi Experience - 1250 René-Lévesque Blvd. W., suite 3610, Montréal, QC, H3B 4W8, and at any adjournment or postponement thereof (the “ Meeting ”) in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with the full power of substitution.
To virtually participate, interact, ask questions, or vote at the Meeting, participants will need a control number (see control number set forth on this Proxy for registered shareholders) and the following password: “ WSP2023 ” (case sensitive). If you appoint a proxy holder other than the proxy holders listed above who intends to attend the Meeting virtually then, in addition to returning your proxy by mail, fax, email or Internet to TSX Trust Company (“TSX”), YOU MUST ALSO either call TSX at 1 866 7516315 (toll-free in Canada and the United States) or 1 647-252-9650 (other countries) or complete the electronic form available at www.tsxtrust.com/control-number-request by 11:00 a.m. (Montréal time) on May 9[th] , 2023 to properly register your proxy holder, so that TSX may provide such proxy holder with a 13-digit proxy holder control number via email. Such 13-digit proxy holder control number will differ from the control number set forth on this Proxy. Without a 13-digit proxy holder control number, your proxy holder will not be able to participate, interact, ask questions, or vote at the Meeting, but will be able to attend as a guest.
RY, NC 2
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Please use a dark black pencil or pen.
1. Election of Directors FOR AGAINST FOR AGAINST
- Louis-Philippe Carrière 6. Paul Raymond 2. Christopher Cole 7. Pierre Shoiry 3. Alexandre L’Heureux 8. Linda Smith-Galipeau 4. Birgit Nørgaard 9. Macky Tall 5. Suzanne Rancourt FOR WITHHOLD 2. Appointment of Auditors To appoint PricewaterhouseCoopers LLP as Auditors of the Corporation FOR AGAINST
2. Appointment of Auditors
To appoint PricewaterhouseCoopers LLP as Auditors of the Corporation
3. Stock Option Plan
To approve amendments to the Stock Option Plan
4. Share Unit Plan
To approve the adoption of the Share Unit Plan and the ratification of the grants of awards
5. Executive Compensation
To approve a non-binding advisory resolution on the Corporation’s approach to executive compensation
Under Canadian securities laws, you are entitled to receive certain investor documents. If you wish to receive such material, please mark the applicable box below. Please note if you do not mark the box, you will not receive any documents from the Corporation. You may also go to TSX’s website https://services.tsxtrust.com/financialstatements and input code 8548a.
To consciously reduce paper waste, the Corporation strongly encourages its shareholders to opt for a fully paperless form of communication, including proxy documentation, voting forms and financial statements.
I would still like to receive paper copies of the annual financial statements
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 as recommended by management or, if you appoint another proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted at 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. Please see reverse for instructions. All proxies must be received by 11:00 a.m. (Montréal time) on May 9[th] , 2023.
Form of Proxy (“Proxy”) – Annual General and Special Meeting of Shareholders of WSP Global Inc. (the “Corporation”) to be held at 11:00 a.m. (Montréal time) on May 11[th] , 2023 (the “Meeting”)
This Proxy is solicited by and on behalf of management.
Notes to Proxy
1. Every holder of shares has the right to appoint some other person or company of its choice, who need not be a holder of shares, to attend and act on its behalf at the Meeting virtually or in-person. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxy holder in the space provided (see reverse) and follow the applicable instructions.
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If the securities are registered in the name of more than one holder of shares (for example, joint ownership, trustees, executors/liquidators), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual, you must sign this proxy and state your signing capacity, and you may be required to provide documentation evidencing your proxy signing authority.
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This proxy should be signed in an exact manner as the name(s) appear(s) on the proxy.
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If this proxy is not dated, it will be deemed to bear the date on which it is mailed by management to the holder of shares.
5. The securities’ voting rights represented by this proxy will be voted as directed by the holder of shares; however, if such a direction is not made regarding any matter, this proxy will be voted as management recommends.
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The proxyholder will exercise the securities’ voting right represented by this proxy by voting “for”, “against” or “withhold” for each of the matters described herein, as applicable, in accordance with the instructions of the holder of shares on any ballot that may be called for and, if the holder of shares has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
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This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly be brought at the Meeting or any adjournment or postponement thereof.
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This proxy should be read in conjunction with the documentation prepared by management.
All proxies must be received by 11:00 a.m. (Montréal time) on May 9[th] , 2023.
How to Vote
VOTE USING THE TELEPHONE 24 HOURS A DAY, 7 DAYS A WEEK!
INTERNET TELEPHONE Go to www.tsxtrust.com/vote-proxy Use any touch-tone phone, call toll-free in Canada and the Cast your vote online United States at 1 888 489-7352, and follow the voice View Meeting documents instructions To vote using your smartphone, please scan this QR Code To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, DO NOT return this proxy.
MAIL, FAX, or EMAIL Complete and return your signed proxy in the envelope provided or send to: TSX Trust Company P.O. Box 721 Agincourt, ON M1S 0A1 You may alternatively fax your proxy to 1 416-595-9593 or scan and email to [email protected]. If you wish to receive investor documents electronically in the future, please visit https://services.tsxtrust.com/edelivery to enroll. Voting by mail, fax, email, or Internet are the only methods by which a holder may appoint a person as proxyholder other than the proxyholders named on the reverse of this proxy.