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Zenyatta

 TSX.V : ZEN

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FREQUENTLY ASKED QUESTIONS ABOUT THE MEETING

  1. What am I being asked to vote on?
  2. A special meeting of Zenyatta shareholders of record as of March ·, 2018 has been scheduled for May 11, 2018 in Toronto to consider items requisitioned by a group of dissident shareholders seeking control of Zenyatta’s Board of Directors. These items include the removal of four of Zenyatta’s current directors and the election of three new Directors proposed by the dissident shareholders. The group of dissident shareholders is effectively asking for outright control of Zenyatta without presenting a clear strategy for building shareholder value. Removal of four of Zenyatta’s current Directors would represent a significant loss of experience and expertise for the Corporation.

 

  1. What does Zenyatta’s Board recommend?
  2. Zenyatta’s Board recommends that shareholders use ONLY the GREEN-COLOURED proxy to vote as follows:
  • AGAINST – The removal of four of the current Directors of Zenyatta at the Meeting
  • WITHHOLD – The election of the dissidents’ three director nominees at the Meeting

 

  1. How can shareholders prevent the dissidents from taking control of Zenyatta?
  2. Zenyatta’s Board recommends that shareholders use ONLY the GREEN-COLOURED proxy to vote as follows:
  • AGAINST – The removal of four of the current Directors of Zenyatta at the Meeting
  • WITHHOLD – The election of the dissidents’ three director nominees at the Meeting

 

  1. Can I attend and vote at the meeting?
  2. Only registered shareholders can attend and vote at the meeting. Beneficial Shareholders, who hold their shares through a financial intermediary must take additional steps to vote at the meeting. Beneficial shareholders may appoint themselves or someone else, who need not be a shareholder to vote directly at the meeting.

 

  1. Can I appoint someone else to vote for me?
  2. A Shareholder who is unable to attend the Meeting in person is requested to complete and sign the enclosed form of GREEN-COLOURED proxy and to deliver it to Capital Transfer Agency Inc.: (i) by mail or hand delivery to 390 Bay Street, Suite 920, Toronto, ON M5H 2Y2; or (ii) by facsimile at 416.350.5008.

    If you are a beneficial holder of Common Shares and have received the Information Circular and form of proxy through your broker, custodian, nominee or other intermediary, please complete and return the form of proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.


Shareholders who are not registered shareholders should refer to the section entitled “Notice to Beneficial Holders of Common Shares” in the Information Circular.

 

  1. When and where is the Meeting?
  2. The meeting will be held at the Toronto Board of Trade, 77 Adelaide Street West, Toronto, Ontario M5X 1C1 on May 11, 2018 at 9 a.m. (Toronto time).

 

  1. How many Shares are entitled to vote?
  2. As of the record date, April 5, 2018, there were 63,597,361 common shares outstanding and entitled to be voted at the Meeting. Every shareholder of common shares is entitled to one vote for each common share owned.

 

  1. What is the cut-off time for delivery of proxies?
  2. Proxies must be delivered to Capital Transfer Agency Inc. not less than 48 hours (excluding Saturday, Sundays and holidays) before the time of the Meeting or any adjournment thereof. In this case, assuming no adjournment, the proxy cut-off time is 9:00 a.m. (Toronto time) on May 9, 2018. Late instruments of proxy may be accepted or rejected by the Chairman of the Meeting in his discretion, but the Chairman is under no obligation to accept or reject any particular, late instruments of proxy.

 

  1. Can I revoke my vote after I submitted a previously signed proxy?
  2. Shareholder who has submitted a form of proxy may revoke it at any time prior to the exercise of the proxy. If a person who has given a proxy attends the Meeting personally at which that proxy is to be voted, that person may revoke the proxy and vote in person. In addition to the revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or his attorney or authorized agent and deposited with Capital Transfer Agency Inc. at any time up to 9:00 a.m. (Toronto time) on May 9, 2018: (i) by mail or by hand delivery to 390 Bay Street, Suite 920, Toronto, ON M5H 2Y2; or, (ii) by facsimile to 416.350.5008, or deposited with the Secretary of the Corporation before the commencement of the Meeting, or any adjournment thereof, and upon either of those deposits, the proxy will be revoked.

 

  1. How do I vote?

A.            Please use the GREEN-COLOURED proxy that will accompany this Management Information Circular. Depending on how you hold your Common Shares, you will most likely receive a proxy from the Corporation’s transfer agent Capital Transfer Agency Inc. or Broadridge Financial Services. Please refer to the Information Circular for greater detail on voting instructions. You may receive a proxy from the dissident group. Please do not vote using this form. Please vote only your GREEN-COLOURED proxy

 

 

Voting recommendations are indicated by blue fill in boxes and highlighted text.

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