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OverActive Media Corp. — Proxy Solicitation & Information Statement 2026
Jun 2, 2026
47787_rns_2026-06-02_e48cd56f-5cb1-45ef-aa55-2c40bbc7aecc.pdf
Proxy Solicitation & Information Statement
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OVERACTIVE MEDIA CORP.
(the “Company”)
FORM OF PROXY
Annual General & Special Meeting to be held on June 29, 2026 at 9:00 a.m. (Toronto time) Virtually at https://portal.agmconnect.com/pxlogin
(the “Meeting”)
Proxies must be received by 9:00 a.m. (Toronto time) on June 25, 2026
The undersigned hereby appoints Adam Adamou, Chief Executive Officer of the Company, or failing Louis Zhang, Chief Financial Officer of the Company (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, in accordance with voting instructions, if any, provided below.
- SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT
1. Number of Directors FOR AGAINST To set the number of directors to be elected at the Meeting at seven (7). F R 2. Election of Directors FOR WITHHOLD a) Sheldon Pollack b) Michael Kimel c) Jeffrey Kimel d) Daren Selfe e) Wende Cartwright f) Jamie Firsten g) Gabriel Sáenz de Buruaga Perez-Acha FOR 3. Appointment of Auditors FOR WITHHOLD Appointment of MNP LLP as auditors of the Company until the next annual general meeting of F R shareholders at a remuneration to be fixed by the Company's board of directors. FOR 4. Approval of Existing Omnibus Equity Incentive Plan FOR AGAINST To consider and, if thought appropriate, pass the resolution re-approving the Company’s existing omnibus equity F F OR incentive plan, as more fully described in the Company’s Management Information Circular dated May 28, 2026.
1. Number of Directors
2. Election of Directors
3. Appointment of Auditors
4. Approval of Existing Omnibus Equity Incentive Plan
This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED
PLEASE PRINT NAME
Signature of registered owner(s) Date (MM/DD/YYYY)
Request for Financial Statements
In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As. Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR+ at www.sedarplus.com. I am currently a security holder of the Company and as such request the following:
Interim Financial Statements with MD&A – Check the box to the Annual Financial Statements with MD&A – Check the box to right if you would like to RECEIVE interim financial statements and the right if you would like to RECEIVE the Annual Financial accompanying Management’s Discussion & Analysis by mail. Statements and accompanying Management’s Discussion and Analysis by mail.
Proxy Voting – Guidelines and Conditions
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THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.
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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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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 Company.
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The proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that properly come before the meeting or any adjournment or postponement thereof.
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To be valid, this proxy should be signed in the exact manner as the name appears on the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.
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To be valid, this proxy must be filed using one of the Voting Methods and must be received by Olympia Trust Company before the date 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.
Voting Methods
Go to
https://css.olympiatrust.com/pxlogin
and enter the 12-digit control number
shown above.
To vote using your smartphone, please
scan this QR code below:
[email protected]
(403) 668-8307
Go to https://css.olympiatrust.com/pxlogin and enter the 12-digit control number shown above. To vote using your smartphone, please scan this QR code below: INTERNET EMAIL [email protected] FACSIMILE (403) 668-8307 MAIL Olympia Trust Company PO Box 128, STN M Calgary, AB T2P 2H6
- Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.