EX-99.2 3 a17-9040_4ex99d2.htm EX-99.2

Exhibit 99.2

 

Proxy form for registered shareholders of common shares of Yamana Gold Inc.

 

 

 

 

2017 annual meeting of shareholders

 

When:           Thursday, May 4, 2017
11a.m. (Toronto time)

Where:      Design Exchange
Toronto-Dominion Centre
234 Bay Street
Toronto, ON

 

In this document, you and your mean holders of common shares of Yamana Gold Inc. We, us, our, Yamana and Yamana Gold mean Yamana Gold Inc.

 

Management is soliciting your proxy for Yamana Gold Inc.’s 2017 annual meeting. You can do this in two ways:

 

·                  attend the meeting and vote in person

 

·                  appoint someone to attend the meeting and vote for you (your proxyholder).

 

A. Vote in person

 

If you want to attend the meeting and vote in person:

 

·                  do not complete or return this form — your vote will be taken and counted at the meeting

 

·                  check in with a representative of CST Trust Company (CST) when you arrive at the meeting.

 

B. Vote by proxy

 

Unless you appoint another person to be your proxyholder, the Yamana officers listed below will attend the meeting and vote your shares following the instructions you provide on this form with full power of substitution:

 

·                  Peter Marrone, Chairman and Chief Executive Officer, or

 

·                  Sofia Tsakos, Senior Vice President, General Counsel and Corporate Secretary

 

If you prefer, you can appoint someone else to attend the meeting for you and vote your shares according to your instructions. That person does not need to be a Yamana shareholder.

 

Print his or her name here:

 

 

 

Name of proxyholder (please print)

 

 

Make sure this person is aware that you appointed them as your proxyholder and that they must attend the meeting to vote on your behalf and according to your instructions. Your vote can only be counted if your proxyholder attends the meeting and votes for you.

 

C. Tell us your voting instructions

 

Your proxyholder will vote according to the instructions you provide in the box to the right. If there are any changes or new items of business, your proxyholder can vote on the items as he or she sees fit.

 

If you don’t provide instructions here, the Yamana officer appointed in section B will vote for the items. If you appointed someone else to be your proxyholder, he or she can vote as they see fit.

 

D. Please sign here

 

If you are sending us your vote by mail, fax or email, you must sign below for your vote to be counted.

 

You must also sign here if you are appointing another person to attend on your behalf. If your authorized attorney is signing this form on your behalf, he or she must have proof of your authorization.

 

For shares registered in the name of a corporation, estate or trust, an authorized officer or attorney must sign this form and state his or her position. This person may also have to provide proof that he or she is authorized to sign.

 

When you sign this form you are:

 

·                  authorizing your proxyholder to vote according to your voting instructions at our 2017 annual meeting (or any adjournment)

 

·                  revoking any proxy that you have previously given for this meeting.

 

If you don’t date the form, we’ll consider it to be dated the day it was mailed.

 

 

 

Signature

 

 

 

 

 

Position (if you are signing on behalf of a corporation, estate or trust)

 

 

 

 

 

Date

 

 

Annual and quarterly reports

 

Annual reports: We mail our annual report to you automatically every year. Check the box below if you prefer not to receive it this year.

 

o no, I don’t want to receive the 2017 annual report

 

Quarterly reports: You’re entitled to receive our quarterly reports, but we don’t mail them automatically. Check the box below if you would like to receive copies of our quarterly reports this year.

 

o yes, please send me the 2017 quarterly reports

 

Electronic delivery: Check the box below if you want to receive your documents electronically.

 

o yes, I want to receive future mailings by email at

 

Change your mind? This is an optional service — you’re not required to receive your documents electronically. You can revoke your consent at any time by notifying CST Trust Company, our transfer agent, at:

 

phone:

1.800.387.0825

mail:   CST Trust Company, P.O. Box 700, Postal Station B, Montreal, QC H3B 3K3

fax:

1.888.249.6189

 

email:

inquiries@canstockta.com

 

 

Email address changed? Contact CST at the address above. These changes become effective when CST acknowledges your request.

 

1. Elect directors

 

See page 8 of our 2017 management information circular.

 

 

 

For

 

Withhold

 

1. John Begeman

 

o

 

o

 

2. Christiane Bergevin

 

o

 

o

 

3. Alexander Davidson

 

o

 

o

 

4. Richard Graff

 

o

 

o

 

5. Kimberly Keating

 

o

 

o

 

6. Nigel Lees

 

o

 

o

 

7. Peter Marrone

 

o

 

o

 

8. Patrick J. Mars

 

o

 

o

 

9. Carl Renzoni

 

o

 

o

 

10. Jane Sadowsky

 

o

 

o

 

11. Dino Titaro

 

o

 

o

 

 

2. Appoint the auditors

 

See page 8 of our 2017 management information circular.

 

 

 

For

 

Withhold

 

Deloitte LLP

 

o

 

o

 

 

3. Have a ‘say on pay’

 

See page 8 of our 2017 management information circular.

 

This is an advisory vote and the results are non-binding on the board.

 

 

 

For

 

Against

 

On an advisory basis, and not to diminish the role and responsibilities of our board, you accept the approach to executive compensation disclosed in our 2017 management information circular.

 

o

 

o

 

 



 

How to vote

 

See detailed voting instructions on pages 6 and 7 of our 2017 management information circular.

 

1. By phone

 

Call 1.888.489.5760 and follow the instructions. There is no charge for this call. You will need your 13-digit control number, which appears under your name and address on the opposite page.

 

2. By fax

 

Complete, sign and date this form, and fax it to CST Trust Company, Attention: Proxy Department at 416.368.2502 or 1.866.781.3111 (toll-free in North America)

 

3. By mail

 

Complete, sign and date this form, and mail it to CST Trust Company, Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1

 

4. By email

 

Scan your completed form and email it to proxy@canstockta.com

 

5. On the internet

 

Go to www.cstvotemyproxy.com and follow the instructions. You will need your 13-digit control number, which appears under your name and address on the opposite page.

 

CST must receive your voting instructions by 4 p.m. (Toronto time) on Tuesday, May 2, 2017.

 

If the meeting is adjourned, CST must receive the form at least 48 hours (excluding Saturdays, Sundays and holidays) before the meeting is reconvened.