PRIVATE CAPITAL MARKETS ASSOCIATION OF CANADA Suite 5700, First Canadian Place, 100 King Street West Toronto, ON M5X1C7

Transcription

1 PRIVATE CAPITAL MARKETS ASSOCIATION OF CANADA Suite 5700, First Canadian Place, 100 King Street West Toronto, ON M5X1C7 FORM OF PROXY SOLICITED BY THE MANAGEMENT OF THE PRIVATE CAPITAL MARKETS ASSOCIATION OF CANADA FOR USE AT AN ANNUAL AND SPECIAL MEETING OF MEMBERS TO BE HELD ON JANUARY 17, The undersigned, being a member of the Private Capital Markets Association of Canada (the Association ) hereby appoints, Georgina Blanas, Executive Director of the Association, or failing her, Doug Bedard, Chairperson of the Association, or instead of either of them, hereby appoints: as proxyholder for and 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 special meeting of the members of the Association to be held on January 17, 2018, and at any adjournment or postponement, to the same extent and with the same power as if the undersigned were personally present at the said meeting or such adjournment or postponement thereof. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the draft minutes of a Special and Annual Meeting of the members attached as Schedule A to this form of proxy. The undersigned hereby directs the proxyholder to vote the membership interest of the undersigned as specified herein: 1. To amend the Association s Articles of Continuance by increasing the maximum number of permitted directors of the Association to forty-five (45) as contemplated by the Articles of Amendment Resolution. 2. To amend By-Law No. 1 of the Association by increasing the maximum number of directors to forty-five (45) and granting the Chair of the Executive Committee the power to remove members therefrom as contemplated in the By-Law Resolution. 3. To elect as directors of the Association each of the following nominees listed below to hold office for the initial term set out opposite each such nominee s name or otherwise until their successors are appointed: 1. Alison Alfer (1 year) 2. Doug Bedard (1 year) 3. David Brown (1 year) 4. Neil Carnell (1 year) 5. Julie Clarke (1 year) 6. Peter Dunne (1 year) 7. Joseph Galli (1 year) 8. Mark Kent (1 year)

2 9. Melissa MacKewan (1 year) 10. Fraser McEwen (1 year) 11. Steve Meehan (1 year) 12. Amre Qahawish (1 year) 13. Richard Remillard (1 year) 14. Matt Reynolds (1 year) 15. Diana Soloway (1 year) 4. To ratify and approve the acts of the Association, its board of directors and officers undertaken since the last annual meeting of the Association as contemplated by the Rectifying Resolution. 5. To approve the financial statements of the Association for the financial year ended June 30, 2017 as contemplated by the Financial Statements Resolution. 6. To ratify and approve the purchase by the Association of substantially all of the assets of National Exempt Market Association as contemplated by the Acquisition Resolution. 7. To appoint Fruitman Kates LLP, Chartered Accountants, as the auditors of the Association and to authorize the directors of the Association to fix the remuneration to be paid to the auditors as contemplated by the Auditor Resolution. If any amendments or variations to matters identified in the Notice of the Meeting are proposed at the Meeting or if any other matters properly come before the Meeting, this Proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the person voting the proxy at the Meeting. DATED the day of, 201. Signature of Member(s) Print Name (SEE NOTES ON THE BACK OF THIS PAGE)

3 Return Proxy to: Mail: Private Capital Markets Association of Canada Suite 5700, 100 King Street West, Toronto, Ontario M5X 1C7 (please scan a signed copy and ) A proxy will not be valid unless it is deposited at the office of the Association at Suite 5700, First Canadian Place, 100 King Street West, Toronto, ON M5X 1C7, or transmitted by to info@pcmacanada.com, not less than 24 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment(s) or postponement(s) thereof. NOTES: 1. This proxy is solicited by management of the Association. 2. The membership interest represented by this proxy will be voted. Where a choice is specified, the proxy will be voted as directed. The proxy confers discretionary authority on the above named person to vote in his or her discretion with respect to amendments or variations to the matters identified in this proxy or such other matters which may properly come before the Meeting. 3. Each member has the right to appoint a person other than management designees specified above to represent them at the Meeting. Such right may be exercised by inserting in the space provided the name of the person to be appointed, who need not be a member of the Association. 4. The member must sign this proxy. Please date the proxy. If the member is an Association, the proxy must be executed by an officer or attorney thereof duly authorized. 5. If the proxy is not dated in the space provided, it is deemed to bear the date of its mailing to the members of the Association. 6. If the member appoints any of the persons designated above, including persons other than management designees, as proxy to attend and act at the said Meeting: (a) (b) (c) the membership interest represented by the proxy will be voted in accordance with the instructions of the member on any ballot that may be called for; where the member specifies a choice in the proxy with respect to any matter to be acted upon, the shares represented by the proxy shall be voted accordingly; and IF NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS LISTED ABOVE, THE PROXY WILL BE VOTED FOR SUCH MATTERS.

4 SCHEDULE A DRAFT MINUTES AND FORM OF RESOLUTIONS OF THE ANNUAL GENERAL AND SPECIAL MEETING OF THE PRIVATE CAPITAL MARKETS ASSOCIATION OF CANADA MINUTES of a special meeting and annual meeting of the members of the PRIVATE CAPITAL MARKETS ASSOCIATION OF CANADA (the Association ) held at Toronto, Ontario, on the 17th day of January, QUORUM OF MEMBERS constituted. A quorum of members being present in person or by proxy, the meeting was declared to be duly CHAIR AND SECRETARY With the consent of the meeting, acted as Chair of the meeting and acted as Secretary of the meeting. INCREASE IN THE MAXIMUM NUMBER OF DIRECTORS The Chairperson stated that the meeting had been called for the purpose of considering and if thought fit passing a special resolution authorizing an amendment to the Association s Certificate of Continuance and Articles of Continuance dated January 16, 2014, and to approve Articles of Amendment (the Articles of Amendment ) to be filed under the Canada Not-for-profit Corporations Act increasing the maximum number of permitted directors from twenty-five (25) to fortyfive (45). After discussions, on motion duly made, seconded and carried, the following special resolutions were passed: WHEREAS Section 5 of the Association s Articles of Continuance provide that the maximum number of directors of the Association shall be twenty-five (25); AND WHEREAS it is considered to be in the best interests of the Association to increase the maximum number of directors of the Association to forty-five (45) by amending the Association s Articles of Continuance. 1. The board of directors of the Association be and is hereby authorized and directed to file the Articles of Amendment with the Minister of Industry increasing the maximum number of permitted directors of the Association from twenty-five (25) to forty-five (45). 2. Subject to issue by the Minister of Industry of the Articles of Amendment for the Association, the Association shall have a minimum of three (3) and a maximum of forty-five (45) directors. 3. The Articles of Amendment of the Association, which have been submitted to this meeting, are hereby approved. 4. Any officer or director of the Association is authorized to take all such actions and execute and deliver all such documentation, including the said Articles of Amendment, which are necessary or desirable for the implementation of this resolution. 5. This resolution shall become effective when approved, sanctioned and confirmed by at least two-thirds of the members of the Association at a meeting duly called for such purpose, (the foregoing resolutions being collectively referred to as the Articles of Amendment Resolution ).

5 AMENDMENT TO BY-LAW NO. 1 OF THE ASSOCIATION The Chairperson stated that the meeting had also been called for the purpose of considering and if thought fit passing a special resolution authorizing: (i) an amendment to Section 7.2 of By-Law No. 1 of the Association to increase the maximum number of directors from thirty (30) to forty-five (45) and (ii) an amendment to Section 13.1 of By-Law No. 1 of the Association to grant the Chair of the Executive Committee the power to remove members of the Executive Committee. After discussions, on motion duly made, seconded and carried, the following special resolutions were passed: WHEREAS a draft of the proposed by-law, being By-law No. 1A of the Association to amend Sections 7.2 and 13.1 of By-law No. 1 of the Association, was submitted to the meeting and discussed; 1. Section 7.2 of By-Law No. 1 of the Association, effective the 28 th day of February, 2015, is hereby deleted and replaced with the following: The number of directors of the Association shall be a minimum of three (3) and a maximum of forty-five (45) and shall be determined by the Membership from time to time in accordance with this By-law and as otherwise permitted by the Act. The Board of Directors shall at all times consist of at least three (3) directors that are not also officers or employees of the Association or of its affiliates (if any). 2. Section 13.1 of By-Law No. 1 of the Association, effective the 28 th day of February, 2015, is hereby deleted and replaced with the following: The Board of Directors shall appoint an Executive Committee to serve at the pleasure of the Board of Directors. Where such a committee is appointed the Executive Committee shall consist of the Chair, Vice Chair(s), Executive Director and any other officers or directors of the Association as my be appointed to the Executive Committee by the Board of Directors, from time to time. The Executive Committee shall exercise such powers as are authorized by the by-laws of the Association or delegated by the Board of Directors, but such delegation by the Board of Directors shall not diminish in any way the accountability of the Board of Directors to the Membership. A member of the Executive Committee may be removed by the Chair of the Executive Committee, acting reasonably. Members of the Executive Committee shall be entitled to be reimbursed for reasonable expenses incurred in the exercise of their duties. The Chair of the Association shall be the Chair of the Executive Committee. 3. By-law No. 1A in the form which was approved by the board of directors, is hereby confirmed as the by-law of the Association. 4. This resolution shall become effective when approved, sanctioned and confirmed by at least two-thirds of the members of the Association at a meeting duly called for such purpose, (the foregoing resolutions being collectively referred to as the By-law Resolution ). ELECTION OF DIRECTORS The Chairperson then stated that it was in order to proceed with the election of directors and declared the meeting open for nominations. On motion duly made, seconded and carried the following resolutions were passed: The following persons were nominated: [ ]

6 There being no further nominations, the Chairperson declared nominations closed and directed the Secretary to cast a single ballot for the election of those nominated. Such ballot having been cast, the Chairperson then declared each of those nominated to be duly elected a director of the Association, each to hold office until his/her successor is elected or appointed, subject to the provisions of the Canada Not-for-profit Corporations Act and of the Association's By-laws. APPROVAL OF PRIOR ACTS The Chairperson noted that, if thought appropriate, it would be in order to approve certain of the activities of the directors and officers and matters regarding the operations and affairs of the Association. On motion duly made, seconded and carried, the following resolution was passed: BE IT RESOLVED THAT all acts, contracts, by-laws, resolutions, proceedings, appointments, elections and payments enacted, taken, passed, made and done by the directors and officers of the Association since the last annual meeting of the members of the Association to the date hereof as the same are referred to in the minute books of the Association or in its financial statements or are otherwise within the knowledge of any of the members of the Association present in person or by proxy at this meeting, be and the same are hereby approved, ratified, sanctioned and confirmed. (the foregoing resolution being referred to as the Rectifying Resolution ). APPROVAL OF FINANCIAL STATEMENTS WHEREAS the members have been presented with a copy of the financial statements of the Association for its financial year ended June 30, 2017, and have had the opportunity to provide comments and questions in respect of such statements or relating to the duties of the accountant acting as independent accountant for the Association that have not been adequately answered by the board of directors or accountant of the Association; BE IT RESOLVED THAT 1. The unaudited financial statements of the Association for its financial year ended June 30, 2017, be and they are hereby approved and adopted. 2. The members hereby renounce all rights they might have by reason of the failure of the board of directors of the Association to present such financial statements to the undersigned within the time period required by the Canada Not-for-profit Corporations Act or otherwise pursuant to applicable law and absolve the board of directors and the Association and each of them from any liability with respect to such failure, (the foregoing resolutions being collectively referred to as the Financial Statements Resolution ). PURCHASE OF ASSETS OF NATIONAL EXEMPT MARKET ASSOCIATION The Chairperson stated that the meeting had also been called for the purpose of considering and if thought fit passing a special resolution authorizing the purchase by the Association of substantially all of the assets of National Exempt Market Association ( NEMA ). After discussions, on motion duly made, seconded and carried, the following resolutions were passed: WHEREAS the board of directors has considered that it is in the best interests of the Association to purchase substantially all of the assets of National Exempt Market Association (the Transaction ) pursuant to an asset purchase agreement (the Asset Purchase Agreement ) the form of which having been reviewed by the board of directors; 1. The purchase by the Association of substantially all of the assets of NEMA is hereby authorized and approved.

7 2. The Asset Purchase Agreement is hereby ratified, authorized and approved and the Association is hereby authorized and directed to execute the Asset Purchase Agreement and to carry out and complete the transactions and obligations contemplated thereby and the execution thereof by any officer or director shall be conclusive evidence of the ratification, authorization and approval of the Asset Purchase Agreement by the Association. 3. Any officer or director of the Association is hereby authorized and directed to take all such actions and execute and deliver all such documentation which are necessary or desirable for the implementation of this resolution. 4. Notwithstanding that these resolutions have been passed by the members of the Association, the directors of the Association are hereby authorized and empowered, at their discretion, and without further notice to or approval of the members of the Association: (i) to amend the Asset Purchase Agreement, or any agreement or instrument ancillary thereto, to the extent permitted by such agreement or instrument, as the case may be, as may be amended from time to time; and (ii) subject to the terms of the Asset Purchase Agreement, not to proceed with the purchase of substantially all of the assets of NEMA, or otherwise merge with NEMA. 5. This resolution shall become effective when approved, sanctioned and confirmed by at least two-thirds of the members of the Association at a meeting duly called for such purpose, (the foregoing resolutions being collectively referred to as the Acquisition Resolution ). APPOINTMENT OF AUDITOR WHEREAS it is considered to be in the best interests of the Association to appoint Fruitman Kates LLP, Chartered Accountants, as the auditors of the Association until the next annual meeting and to authorize the directors of the Association to fix the remuneration to be paid to the auditors; 1. Furitman Kates LLP are hereby appointed as the auditors of the Association until the next annual meeting of the Association. 2. The board of directors is hereby authorized to fix the remuneration to be paid to the auditors of the Association, (the foregoing resolutions being collectively referred to as the Auditor Resolution ) TERMINATION There being no further business, on motion duly made, seconded and carried, the meeting then terminated. Chair of the meeting Secretary of the meeting