YDX Innovation Corp. — Proxy Solicitation & Information Statement 2020

Mar 25, 2020

Filer: Ritchie Bros. Auctioneers Incorporated
Submission: DEF 14A
Broadridge Financial Solutions, Inc.

Form Type: DEF 14A Document Name: nc10007053x1_def14a.htm Description: DEF14A

Period: 05-05-2020 Job Number: nc10007053 Ver: x1 Saved: 3/24/2020 14:43:59

Page: 96 of 97 Printed: 3/24/2020 14:43:59 cs@broadridge.com Created using EDGARfilings PROfile

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VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com

Use the internet to transmit your voting instructions and for electronic delivery of information up until $11:50.3$ .in. Pacific Time on May 1, 2020. Have your proxy the card in hard when you access the web site, the cont

During The Meeting - Go to www.virtualshareholdermeeting.com/ RBA2020

You may attend the meeting via the Internet and vote during the Meeting. Have your proxy card in hand when you access the web site, the control number that is printed in the box marked by the arrow below available, and fol

nsuccions. VOTE BY PHONE - 1-800-690-6903 Uke any touch-tone telephone to transmit your voting instructions up until 1:00 a.m. Pacific Time on May 1, 2020. Have your proxy card in hand when you call and then follow the

you call and wear to the work of the members of and return it in the postage-paidMark, sign and date your proxy card and return it in the postage-paidenvelope we have provided or return it to Vote Processing, c/o Broadri

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

RITCHIE BROS. AUCTIONEERS INCORPORATEDThe Board of Directors recommends you vote FOR thefollowing proposals:Election of Directors1WithholdForNominees:OΩ1a. Ann FandozziΩOBeverley Ann BriscoeFor1b.Appointment of Ernst & Young LLP as Auditors of the2.7OnοErik OlssonCompany for the ensuing year and authorizing the AuditCommittee to fix their remuneration.1c.n$\Box$Adam DeWittFor Against1d.ΟΟ3.Approval, on an advisory basis, of a non-bindingп1e. Robert George Eltonadvisory resolution accepting the Company's approachto executive compensation.OО1f. J. Kim FennellNOTE: Such other business as may properly come before themeeting or any adjournment thereof.OΟAmy Guggenheim Shenkan1aΟ0Sarah Elizabeth Raiss1h.ΩΩChristopher Zimmerman1i.nFor address changes and/or comments, please check this box and write themon the back where indicated.ΩΩPlease indicate if you plan to attend this meeting.NoPlease sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,administrator, or other fiduciary, please give full title as such. Joint owners should each signpersonally. All holders must sign, if a corporation or partnership, please sign in full corporateor partnership name by authorized officer.		THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.				DETACH AND RETURN THIS PORTION ONLY
								Withhold
								ΟAbstain
								Ο

Job Number: nc10007053 Saved: 3/24/2020 14:43:59

Ver: x1

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rb RITCHIE BROS.

9500 Glenlyon Parkway Burnaby, BC V5J 0C6 Canada

You are cordially invited to attend our 2020 Annual Meeting of Shareholders to be held on Tuesday,May 5, 2020 at 11:00 am Pacific Time at 9500 Glenlyon Parkway, Burnaby, BC, V5J 0C6, Canada.

Regardless of whether or not you plan to attend the meeting, it is important that these shares be voted.Accordingly, we ask that you either vote by Internet or by telephone or sign and return your proxy card assoon as po

Shareholders of record at the close of business on March 12, 2020 and holders of proxies for these shareholders may attend and vote at our annual meeting. To attend our annual meeting in person, you must present valid phot

This year, we are also pleased to offer a virtual annual meeting at which our shareholders can view our annualmeeting at www.virtualshareholdermeeting.com/RBA2020. Shareholders at the close of business onMarch 12, 2020 m

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2019 are available at www.investor.ritchiebros.com.

E97508-P34295
RITCHIE BROS. AUCTIONEERS INCORPORATED
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERSMAY 5, 2020
The shareholder(s) hereby appoint(s) Ann Fandozzi and Beverley Ann Briscoe, or either of them as proxies, each with the power to appoint(his/her) substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the CommonShares of RITCHIE BROS. AUCTIONEERS INCORPORATED that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholdersto be held at 11:00 am Pacific Time on Tuesday, May 5, 2020, at 9500 Glenlyon Parkway, Burnaby, BC V5J 0C6 Canada and online atwww.virtualshareholdermeeting.com/RBA2020, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS AREMADE. THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OFDIRECTORS, AND FOR PROPOSAL 2 AND PROPOSAL 3. FOR OTHER MATTERS THAT MAY BE PRESENTED AT THE MEETING, THISPROXY WILL BE VOTED IN THE DISCRETION OF THE PROXYHOLDER.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.
Address Changes/Comments:
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
.

Continued and to be signed on reverse side