EX-99.2 3 d817781dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

 

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Security Class Holder Account Number 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com Fold Fold Form of Proxy - Special Meeting to be held on Tuesday, December 9, 2014 This Form of Proxy is solicited by and on behalf of Management. . You can enroll to receive future securityholder communications electronically by visiting www. computershare.com/eDelivery and clicking on “eDelivery Signup”. To Receive Documents Electronically . VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK! If you vote by telephone or the Internet, DO NOT mail back this proxy. Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy. To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER Go to the following web site: www.investorvote.com To Vote Using the Internet . Call the number listed BELOW from a touch tone telephone. 1-866-732-VOTE (8683) Toll Free To Vote Using the Telephone . Smartphone? Scan the QR code to vote now. 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). 2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, guardian, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual, you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy. 3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. 4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed to the holder. 5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted FOR the Arrangement Resolution. 6. The securities represented by this proxy will be voted in favour of or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. 7. This proxy confers discretionary authority in respect of amendments or variations to matters identifi ed in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof. 8. This proxy should be read in conjunction with the accompanying documentation provided by Management and the Board of Directors. Proxies submitted must be received by midnight, Toronto Time, on Friday, December 5, 2014. Notes to proxy


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TIHQ 0 5 1 3 3 9 Fold Fold . AR0 Mark this box if you consent to householding Mark this box if you plan to attend the meeting Authorized Signature(s) - This section must be completed for your instructions to be executed. I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted FOR the Arrangement Resolution. DD / MM / YY . Signature(s) Date Appointment of Proxyholder Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein. I/We, being holder(s) of Tim Hortons Inc. common shares hereby appoint: Marc Caira, or failing this person, Cynthia J. Devine, or failing this person, Jill E. Sutton OR as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following directions (or if no directions have been given, as the proxyholder sees fi t) on all proposals set forth below and all other matters that may properly come before the Special Meeting of shareholders of Tim Hortons Inc. to be held at Tim Hortons Innovation Centre, 226 Wyecroft Road, Oakville, Ontario, Canada L6K 3S3 on Tuesday, December 9, 2014 at 10:00 a.m., Toronto Time, and at any adjournment or postponement thereof. Reference should be made to the notice of special meeting of Tim Hortons Inc. and the joint information statement/circular of Burger King Worldwide, Inc. and Tim Hortons Inc. dated November 5, 2014 (the “joint information statement/circular”). VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES The Board of Directors recommends a vote FOR the Arrangement Resolution. 1. The Arrangement Resolution The special resolution of shareholders of Tim Hortons Inc., the full text of which is attached as Annex C to the joint information statement/circular, to approve an arrangement pursuant to section 192 of the Canada Business Corporations Act, to effect, among other things, the acquisition of all of the outstanding common shares of Tim Hortons Inc. by an affi liate of Burger King Worldwide, Inc. as more particularly described in the joint information statement/circular. For Against