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Discovery-Corp Enterprises Inc. Proxy Solicitation & Information Statement 2015

May 14, 2015

43934_rns_2015-05-14_b68368a8-659a-4328-a8eb-52e6594641f7.pdf

Proxy Solicitation & Information Statement

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Proxy Solicited by Management of the Company

ANNUAL GENERAL

MEETING OF SHAREHOLDERS OF DISCOVERY-CORP ENTERPRISES INC.

To Be Held at Suite 700, 401 West Georgia Street, Vancouver, BC On Monday, June 22, 2015 at 11:00 a.m. (Vancouver time)

I/We, the undersigned Shareholder of the Company, hereby appoint:

Iain Brown, Chief Financial Officer, Secretary and a director of the Company, or failing him, Alex Pannu, President, Chief Executive Officer and a director of the Company, or in the place of the foregoing,

(print the name)

,

as my/our proxyholder with full power of substitution to attend, act and vote for and on my/our behalf in respect of all matters that may properly come before the aforesaid meeting of the shareholders of the Company (the “Meeting”) and at every adjournment thereof, to the same extent and with the same powers as if I/we were present at the said Meeting and at any adjournment thereof.

I/We hereby direct the proxyholder to vote the securities of the Company recorded in my/our name as specified herein.

I/We hereby revoke any proxy previously given to attend and vote at said Meeting.
SECURITYHOLDER SIGN HERE:
SECURITYHOLDER PRINT HERE:
DATE SIGNED:
THIS FORM MUST BE SIGNED AND DATED ABOVE.
SEE IMPORTANT VOTING INSTRUCTIONS ON REVERSE.

Resolutions

(For full details of each resolution, please see the enclosed Information Circular)

For Against Withhold
1. To appoint Smythe Ratcliffe &
Associates, Chartered Accountants, as
auditors of the Company
N/A
2. To authorize the Directors to fix the
Auditors’ remuneration
N/A
3. To determine the number of Directors at
four(4)
N/A
4. To elect as Director, Iain Brown N/A
5. To elect as Director, T. Gregory Hawkins N/A
6. To elect as Director, Scott Lee N/A
7. To elect as Director, Alex Pannu N/A
8. To approve the Company’s Stock Option
Plan as more particularly described in the
Information Circular
N/A
9. To confirm, ratify and approve all actions
of the Directors and officers carried out
on behalf of the Company during the
preceding year
10. To grant the proxyholder authority to
vote at his/her discretion on any other
business or amendment or variation to
theprevious resolutions
N/A

INSTRUCTIONS FOR COMPLETION OF PROXY

  • 1 . This Proxy is solicited by the Management of the Company.

  • This form of proxy (“Instrument of Proxy”) must be signed by you, the holder , or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative , the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.

  • If this Instrument of Proxy is not dated in the space provided, authority is hereby given by you, the holder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the holder, by CST Trust Company.

  • A holder who wishes to attend the Meeting and vote on the resolutions in person may simply register with the Scrutineer before the Meeting begins.

  • A holder who is not able to attend the Meeting in person but wishes to vote on the resolutions , may do the following:

(a) appoint one of the management proxyholders named on the Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder). Where no choice is specified by a holder with respect to a resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote the resolution as if the holder had specified an affirmative vote; OR

(b) appoint another proxyholder, who need not be a holder of the Company, to vote according to the holder’s instructions, by striking out the management proxyholder names shown and inserting the name of the person you wish to represent you at the meeting in the space provided for an alternate proxyholder. If no choice is specified, the proxyholder has discretionary authority to vote as the proxyholder sees fit.

  1. The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the holder on any poll of a resolution that may be called for and, if the holder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, if so authorized by this Instrument of Proxy, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit.

  2. If a holder has submitted an Instrument of Proxy, the holder may still attend the Meeting and may vote in person . To do so, the holder must record his/her attendance with the Scrutineer before the commencement of the Meeting and revoke, in writing, the prior votes.

  3. To be represented at the Meeting, proxies must be submitted no later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or adjournment thereof.

RETURN YOUR PROXY IN PERSON, BY MAIL OR FAX to CST TRUST COMPANY

Proxies must be deposited at the office of CST Trust Company no later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, or adjournment thereof. Proxies may be deposited:

In person at: CST Trust Company, 320 Bay Street, Basement Level, Toronto, Ontario, Canada, M5H 4A6; By mail at: CST Trust Company, Box 721, Agincourt, Ontario, Canada M1S 0A1; or By fax at: 416-368-2502 or (Toll free in North America) 1-866-781-3111 Attn: Proxy Department