EX-99.2 3 v340053_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

 

 

 

Security Class

   
  Holder Account Number

 

___

Fold

 

Voting Instruction Form ("VIF") - Annual General and Special Meeting to be held on April 23, 2013

 

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

 

1.We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.
2.We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.
3.If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.
4.This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.
5.If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you.
6.When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIFwill direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.
7.This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.
8.Your voting instructions will be recorded on receipt of the VIF.
9.By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
10.If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.
11.This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.

 

VIFs submitted must be received by 10:00 am, Eastern Time, on April 19, 2013.

 

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

 

___

Fold

 

 

•   Call the number listed BELOW from a touch tone telephone.

 

  

•   Go to the following web site:

www.investorvote.com 
1-866-734-VOTE (8683) Toll Free  

•   Smartphone?

Scan the QR code to vote now. 

 

If you vote by telephone or the Internet, DO NOT mail back this VIF.

 

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 choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

 

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

 

CONTROL NUMBER

 

22FE13083.nobo.E.sedar/000001/000001/i

 

 
 

 

 

 

Appointee(s)

    

 

If you wish to attend in person or appoint someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).

    

I/We, being holder(s) of Wi-LAN Inc. (the "Corporation") hereby appoint:

      

 

James D. Skippen, President and Chief Executive Officer, or failing him,

   OR       

Prashant R. Watchmaker, Vice-President, Corporate Legal & Corporate

      
Secretary        

 

as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and all other matters that may properly come before the Annual General and Special Meeting of Wi-LAN Inc. to be held at Hampton Inn, Convention Centre, 200 Coventry Road, Ottawa, ON K1K 4S3 on April 23, 2013 at 10:00 a.m. (Ottawa time) and at any adjournment or postponement thereof.

 

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

 

 

1. Election of Directors   For    Withhold       For    Withhold       For    Withhold    
                                     
01. James Douglas Skippen   ¨    ¨   02. Dr. Michel Tewfik Fattouche   ¨    ¨   03. John Kendall Gillberry   ¨    ¨    
                                     
04. William Keith Jenkins   ¨    ¨   05. W. Paul McCarten   ¨    ¨   06. Richard J. Shorkey   ¨    ¨   ____
Fold
                                     
07. Robert S. Bramson   ¨    ¨   08. Jim Roche   ¨    ¨                

 

 

For   Withhold
2. Appointment of Auditors      

To appoint PricewaterhouseCoopers LLP as the auditors of the Corporation and to authorize the directors of the Corporation to fix the auditor's remuneration.

 ¨   ¨

 

 

  For   Against
3. Share Option Plan      

To consider and, if thought appropriate, to approve, with or without variation, a resolution, as set forth in the Corporation’s March 22, 2013

 ¨   ¨

Management Information Circular, to approve all unallocated common shares under the Corporation’s 2001 Share Option Plan and the granting of options under such plan until April 23, 2016.

      

 

____

Fold

 

 

Authorized Signature(s) - This section must be completed for your instructions to be executed.

   Signature(s)     Date

If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.

       DD / MM / YY

 

 

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.   ¨   Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.   ¨

 

If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

 

162169 AR1 WINQ