EX-99.3 4 d585852dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

 

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   CRONOS GROUP INC.
   (the “Company”)
   VOTING INSTRUCTION FORM (“VIF”)
   Annual and Special Meeting
   June 28, 2018 at 09:30 A.M. (Toronto time)
Blake, Cassels & Graydon LLP located at 199 Bay Street,
   Suite 4000, Commerce Court West, Toronto, Ontario
   (the “Meeting”)

 

    RECORD DATE:

   

May 25, 2018

    CONTROL NUMBER:

   

    SEQUENCE #:

   

    FILING DEADLINE FOR VIF:

   

June 26, 2018 at 09:30 A.M. (Toronto time)

 

VOTING METHOD

INTERNET

   

Go to www.voteproxyonline.com and enter the 12 digit control number above

FACSIMILE

   

416-595-9593

MAIL or HAND DELIVERY    

   

TSX Trust Company

    

301 - 100 Adelaide Street West

    

Toronto, Ontario, M5H 4H1

The undersigned hereby appoints Michael Gorenstein, Chairman, President and Chief Executive Officer of the Company (the “Management Nominee”), or instead of him, the following Appointee

 

  Please print appointee name

as proxyholder 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 Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

 

 

 

- SEE VOTING GUIDELINES ON REVERSE -

 

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

 

    

 

  1. Election of Directors

 

    

 

          FOR        

 

   

 

WITHHOLD

 

        a)    Jason Adler

     ☐    ☐

        b)    Alan Friedman

     ☐    ☐

        c)    Michael Gorenstein

     ☐    ☐

        d)    Michael Coates

     ☐    ☐

        e)    James Rudyk

 

     ☐

 

    ☐

 

 

  2. Appointment of Auditors

 

    

 

FOR

 

   

 

WITHHOLD

 

Appointment of KPMG LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.

 

     ☐    ☐

 

  3. Approval of By-law No. 5

 

    

 

FOR

 

   

 

AGAINST

 

To consider, and if thought advisable to pass, with or without variation, an ordinary resolution to ratify and confirm the repeal of By-law No. 3 and By-law No. 4 of the Company, and the adoption of a new general by-law for the Company, being By-law No. 5, as more particularly described in the management information circular.

 

     ☐    ☐

 

  4. Approval of the 2018 Option Plan

 

    

 

FOR

 

   

 

AGAINST

 

To consider, and if thought advisable to pass, with or without variation, an ordinary resolution to approve the adoption of a new stock option plan of the Company, as more particularly described in the management information circular.

     ☐    ☐

This VIF revokes and supersedes all earlier dated proxies and MUST BE SIGNED

 

 

  PLEASE PRINT NAME

 

      

 

Signature of beneficial owner(s)

 

   

 

Date (MM/DD/YYYY)

 

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Voting Instructions – Guidelines and Conditions

 

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The Company is providing you the enclosed proxy-related materials for their security holder Meeting. Your name, address and information about your security holdings have been obtained in accordance with applicable securities regulations from the intermediary holding them on your behalf (which is identified by name, code or identifier in the information on the top right corner on the reverse). The Voting Instruction Form (‘‘VIF’’) is to enable your vote to be submitted on the stated matters. Please complete, sign, date and return the VIF. Unless you appoint yourself or a delegate to attend the Meeting and vote, your securities can be voted only by Management Nominees in accordance with your instructions.

We are prohibited from voting these securities on any of the matters to be acted upon at the Meeting without your specific voting instructions.

The completed VIF should be delivered to TSX Trust Company, in the envelope provided or by fax to 416-595-9593. Alternatively, if available, you may vote online at www.voteproxyonline.com. The matters to be voted on at the Meeting are set out on the reverse.

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.

THIS VOTING INSTRUCTION FORM MUST BE READ IN CONJUNCTION WITH THE MEETING MATERIAL. YOUR VOTING INSTRUCTIONS MUST BE RECEIVED NO LATER THAN THE DEADLINE SPECIFIED ON THE REVERSE IN THE UPPER LEFT SECTION OF THE VIF OR THE EQUIVALENT TIME BEFORE THE TIME AND DATE OF ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING.

Voting Instructions and Authority - Notes

 

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1.

If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendation highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

 

2.

The appointment of the Management Nominees or another Appointee gives them discretion to vote on any other matters that may properly come before the Meeting.

 

3.

If internet voting is available, you can provide your voting instructions on the website noted on the reverse.

 

4.

To be valid, this VIF must be signed. Please date the VIF. If the VIF is not dated, it is deemed to bear the date of mailing to the security holders of the Company.

 

5.

This form does not convey any right to vote in person at the Meeting. We urge you to read the above instructions, and the Information Circular prior to completing, signing and returning the VIF so that your securities can be voted.

 

6.

Guidelines for proper execution of the proxy/VIF are available at www.stac.ca. Please refer to the Proxy Protocol.

For assistance, please contact TSX Trust Company.

 

Mail:

   

TSX Trust Company

  

301 - 100 Adelaide Street West

  

Toronto, ON

  

M5H 4H1

Telephone:

   

416-361-0930

Facsimile:

   

416-595-9593

Email:

   

TMXEInvestorServices@tmx.com

Appointing yourself or someone else to vote your securities

 

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If you want to attend the Meeting and vote in person at the Meeting or appoint another person to do so, write your name or the name of the person attending the Meeting in the space labeled “Please print appointee name” on the VIF and return it. 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. When you or your Appointee arrives at the Meeting, they should give their name to the scrutineers and state that they are a proxy appointee. The Appointee must attend the Meeting in order for your securities to be voted.

 

Request for Financial Statements

 

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In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

 

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

 

I am currently a security holder of the Company and as such request the following:

 

☐ Annual Financial Statements with MD&A

 

☐ Interim Financial Statements with MD&A

 

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions.

 

If the cut-off time has passed, please fax this side to 416-595-9593

 

CRONOS GROUP INC.

2018

 

 

 

www.tsxtrust.com

VANCOUVER    CALGARY    TORONTO     MONTRÉAL

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