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Elixxer Ltd. — Proxy Solicitation & Information Statement 2019
Apr 24, 2019
45493_rns_2019-04-24_93445173-d7ba-42c8-b7ba-0d7be1620898.pdf
Proxy Solicitation & Information Statement
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LGC CAPITAL LTD.
Security Class
Holder Account Number
Form of Proxy - Annual and Special Meeting to be held on May 22, 2019
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
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Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. 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 proxyholder in the space provided (see reverse).
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If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), 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 with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.
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This proxy should be signed in the 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.
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The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
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The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder 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 or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.
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This proxy should be read in conjunction with the accompanying documentation provided by Management.
Proxies submitted must be received by 5:00 p.m., Eastern Time, on May 17, 2019.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
To Vote Using the Telephone
To Vote Using the Internet
• Go to the following web site:
www.investorvote.com
• Smartphone?
Scan the QR code to vote now.
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Call the number listed BELOW from a touch tone telephone.
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Smartphone?
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1-866-732-VOTE (8683) Toll Free Scan the QR code to vote now.
If you vote by telephone or the Internet, DO NOT mail back this proxy.
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 appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
Appointment of Proxyholder
I/We being holder(s) of LGC Capital Ltd. (the "Corporation") hereby appoint: John McMullen or failing this person, Mazen Haddad
OR
Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
As my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of shareholders of the Corporation that will be held at the offices of Dunton Rainville LLP, Place Victoria, 800 Square Victoria Street, 43rd Floor, Montreal, Québec, on May 22, 2019 at 10:00 a.m., and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
| 1.Election of Directors | For Withhold For Withhold |
For | Withhold | |
|---|---|---|---|---|
| 01. David Lenigas | 02. Ferras Zalt 03. Mazen Haddad |
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| 04. Rafi Hazan | 05. Mohammed Ghafari | ------- Fold |
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| 2.Appointment of Auditor Vote FOR or WITHHOLD from vo Corporation for the ensuing year |
ting for the appointment of Ernst & Young L.L.P., Chartered Professional Accountants, as Auditor of the and authorize the Directors of the Corporation to fix its remuneration. |
For | Withhold | |
| For | Against | |||
| 3. Vote FOR or AGAINST the spe such other name as the Corporati Circular. 4. Vote FOR or AGAINST the spe of the Corporation, which resoluti |
cial resolution ratifying, confirming and approving a change in the name of the Corporation to “Elixxer Ltd.” or on’s directors may determine, which resolution is annexed as Schedule A to the Management Information cial resolution ratifying, confirming and the creation of an unlimited number of preferred shares in the capital stock on is annexed as Schedule B to the Management Information Circular. |
For | Against | |
| For | Against | |||
| 5. Vote FOR or AGAINST the res to increase the number of shares Circular. |
olution ratifying, confirming and approving an amendment to the 2016 Stock Option Plan of the Corporation so as that can be issued thereunder, which resolution is annexed as Schedule C to the Management Information |
For | Against | ------- Fold |
- Vote FOR or AGAINST the resolution ratifying, confirming and approving certain grants of stock options to three executive officers of the Corporation pursuant to the 2016 Stock Option Plan of the Corporation, which resolution is annexed as Schedule D to the Management Information Circular.
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 proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.
Signature(s)
Date
Interim Financial Reports - Mark this box if you would Annual Financial Statements - Mark this box if you would Information Circular - Mark this box if you would like to like to receive Interim Financial Reports and NOT like to receive the Annual Financial Statements and receive the Information Circular by mail for the next accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by securityholders' meeting. mail. mail.
If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
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