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Dynacor Group Inc. — Proxy Solicitation & Information Statement 2024
May 17, 2024
46127_rns_2024-05-17_354de397-396e-4454-8add-500b6418a674.pdf
Proxy Solicitation & Information Statement
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Voting Instruction Form – Non-Objecting Beneficial Owners
I/We, being holder(s) of common shares of Dynacor Group Inc. (the “Corporation”), hereby appoint Jean Martineau or failing him, Pierre Lépine, or,
To attend the meeting or to appoint someone to attend on your behalf, please print that name here
as 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 recommended by management of the Corporation) on all the following matters and any other matter that may properly be brought before the Annual Meeting of Shareholders of the Corporation (the “ Meeting ”) to be held via live webcast at https://lavery.zoom.us/j/61046343258, Tuesday, June 18, 2024 at 10:00 a.m. (Eastern Time) and at any adjournment or postponement thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.
Management recommends voting FOR the following resolutions. Please use a black pencil or pen.
1. Election of Directors
| lection of Directors | |||||
|---|---|---|---|---|---|
| FOR | WITHHOLD | FOR | WITHHOLD | ||
| 1. Jean Martineau | 5. Isabel Rocha | ||||
| 2. Pierre Lépine | 6. Philippe Chave | ||||
| 3. Roger Demers | 7. Rocio Rodriguez-Perrot | ||||
| 4. Réjean Gourde | 8. Cyril Gradis |
2. Appointment of Auditors
FOR WITHHOLD
To appoint Raymond Chabot Grant Thornton, LLP, as auditors of the Corporation for the current financial year and to authorize the directors to establish the auditors’ remuneration.
Under Canadian securities legislation, you are entitled to receive certain investor documents. If you wish to receive such documents, please check the applicable boxes below. You may also go to the TSX Trust Company website https://services.tsxtrust.com/financialstatements and input code 4707.
I would like to receive quarterly financial statements I would like to receive 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 for any particular item specified above, the shares represented by this VIF will be voted FOR such item or, if you appoint another proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.
Signature Date Please sign exactly as your name(s) appears on this VIF. Please see reverse for instructions. All VIFs must be received by no later than 10:00 a.m. (Eastern Time) on Friday, June 14, 2024.
Voting Instruction Form (“VIF”) – Annual Meeting of Shareholders of Dynacor Group Inc. to be held on June 18, 2024 (the “Meeting”)
This VIF is solicited by and on behalf of Management.
Notes
‐ 1. We are sending to you the enclosed proxy related materials that relate to a Meeting of the holders of the class of securities that are held on your behalf by the intermediary identified above. Unless you attend the Meeting and vote online, your securities can be voted only by your proxyholder appointed above or, failing the appointment of any person, by Management, as proxyholder 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 online, 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 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.
4. 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 this VIF is not dated, it will be deemed to be dated on the day it was mailed by Management to you.
6. 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, 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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This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variation 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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Your voting instructions will be recorded on receipt of the VIF.
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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 Circular and other proxy materials provided by Management.
All VIFs must be received by 10:00 a.m. (Eastern Time) on Friday, June 14, 2024.
How to Vote
| INTERNET | TÉLÉPHONE |
|---|---|
| Go towww.meeting-vote.com | Use any touch-tone phone, call toll free in Canada and the United States |
| Cast your vote online | 1-888-489-7352and follow the voice instructions. |
| View Meeting documents |
To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, DO NOT return this VIF.
To vote using your smartphone, please scan this QR Code:
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MAIL or EMAIL
Complete and return your signed VIF in the envelope provided or send to:
TSX Trust Company P.O. Box 721 Agincourt, ON M1S 0A1
You may alternatively scan and email to [email protected].