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Emergia Inc. — Proxy Solicitation & Information Statement 2017
Dec 22, 2017
47265_rns_2017-12-22_468b7e94-2c01-4c93-b78e-74b72cfee928.pdf
Proxy Solicitation & Information Statement
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Aydon Income Properties
(the “Corporation”)
FORM OF PROXY (“PROXY”)
Annual and Special Meeting December 29, 2017, 11:00 a.m. (Vancouver Time) 1190 Melville Street, Suite 702, Vancouver, British Columbia
(the “Meeting”)
RECORD DATE: November 27, 2017 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: December 27, 2017, 11:00 a.m. (Vancouver Time)
VOTING METHOD
| INTERNET | Go towww.voteproxyonline.comand enter the 12 digit control numberabove |
|---|---|
| FACSIMILE | 416-595-9593 |
| MAIL or HAND DELIVERY | TSX Trust Company 301 - 100 Adelaide Street West Toronto,Ontario,M5H 4H1 |
The undersigned hereby appoints David Jackson, President and CEO of the Corporation, whom failing Vid Wadhwani, COO and Chairman of the Corporation (the “Management Nominees”), or instead of any of them, the following Appointee
Please print appointee name
as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.
- SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES
| 1. Appointment of Auditors | FOR | WITHHOLD |
|---|---|---|
| Appointment ofRaymond Chabot Grant Thronton LLPas Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. |
||
| 2. Election of Directors | FOR | WITHHOLD |
| a) Hasan al-Shawa b) Henri Petit c) Joseph Cianci d) Hazem al-Shawa |
||
| e) François Castonguay f) TerryBadour g) Hubert Marleau |
| 3. Acquisition | FOR | AGAINST |
|---|---|---|
| To consider and, if deemed appropriate, adopt a resolution approving a reverse takeover of Aydon consisting of the acquisition of 100% of the outstanding securities of Delma Resorts & Hotels GP Inc., Delma Properties Canada LP, Delma Resorts & Hotels LP, Société en commandite Bromont I and 9216- 3583 Québec Inc. |
||
| **4. Name Change ** | FOR | AGAINST |
| To consider and, if deemed appropriate, adopt a special resolution approving an amendment to Aydon’s articles of incorporation to change its name to “Delma Group Inc.” upon completion of the Acquisition. |
||
| 5. Consolidation | FOR | AGAINST |
| To consider and, if deemed appropriate, adopt a special resolution approving the consolidation of Aydon’s common shares. | ||
| 6. Continuance under the CBCA | FOR | AGAINST |
| To consider and, if deemed appropriate, adopt a special resolution approving Aydon’s continuance under the_Canada Business Corporations Act._ | ||
| This proxy revokes and supersedes all earlier dated proxies a | ndMUST B | E SIGNED |
PLEASE PRINT NAME
Signature of registered owner(s) Date (MM/DD/YYYY)
Proxy Voting – Guidelines and Conditions
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THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.
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THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
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If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
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This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
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Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Corporation.
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To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation.
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To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.
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If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.
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Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.
Investor inSite
TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.
To register, please visit www.tsxtrust.com/investorinsite
Click on, “ Register Online Now ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.
www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL
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