Form Proxy:
Feb 13 2003
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528385.4
PYNG TECHNOLOGIES CORP.
Unit 7, 13511 Crestwood Place
Richmond, British Columbia, Canada V6V 2E9
P R O X Y
This proxy is solicited by the management of Pyng Technologies Corp. (“Pyng Technologies”) for the Annual and Extraordinary General Meeting of its
shareholders (the “Meeting”) to be held on March 17, 2003.
The undersigned hereby appoints Michael W. Jacobs, President of Pyng Technologies, or failing him, Edward A. Bence, Secretary of Pyng Technologies, or
instead of either of the foregoing, (insert name) _________________________, as nominee of the undersigned, with full power of substitution, to attend and vote
on behalf of the undersigned at the Meeting to be held at 1500 – 1055 West Georgia Street, Vancouver, British Columbia, on March 17, 20023 at 10:00 a.m.,
local time, and at any adjournments thereof, and directs the nominee to vote or abstain from voting the shares of the undersigned in the manner indicated below:
1. Fixing the Number of Directors
Vote For Against the resolution fixing the size of the board of
directors at six, subject to the directors being permitted to increase this
number to up to eight until the next annual general meeting if the
special resolution described in Item 4 of this Proxy is passed by the
shareholders.
2. Election of Directors
The nominees proposed by management of Pyng Technologies are:
Michael W. Jacobs
Richard A. Clinchy, III
David P. Currier
David L. Johnson
Kevin O’Neill
Charles V. Pollack, Jr., M.A., M.D., FACEP
Vote FOR ¨ the election of all nominees listed above (except those
whose names the undersigned has deleted)
WITHHOLD ¨ vote
[ ]
[ ]
(Please advise Pyng Technologies of any change of address)
3. Auditor
Vote For Withhold on the resolution to appoint Jung & Lee,
Chartered Accountants, as auditor of Pyng Technologies at a
remuneration to be fixed by the board of directors.
4. Alteration of Articles
Vote For Against the special resolution altering the Articles of
Pyng Technologies by the addition of paragraph 43.(4) to provide that
the directors may, between annual general meetings, appoint one or
more additional directors of Pyng Technologies, but the number of
additional directors may not at any time exceed one third of the number
of directors elected or appointed at the last annual general meeting.
5. Amendment to Escrow Agreement
Vote For Against the ordinary resolution, on a disinterested
shareholder basis, that Section 8(c) of the Escrow Agreement dated for
reference July 15, 1992 (as amended by agreement dated February 20,
1998) by and among CIBC Mellon Trust Company (the “Escrow
Agent”), Pyng Technologies, Michael W. Jacobs and Susan Winkler
(the “Escrow Agreement”) be amended by extending the date by which
the shares that are subject to the Escrow Agreement are to be cancelled,
from May 10, 2003 to May 10, 2008..
6. Proposed Amalgamation between Pyng Technologies and Pyng
Medical Corp.
Vote For Against the special resolution that the proposed
amalgamation of Pyng Technologies and Pyng Medical Corp. (“Pyng
Medical”) (the “Amalgamation”) upon the terms and conditions set
forth in the amalgamation agreement (the “Amalgamation Agreement”)
dated for reference February 12, 2003 between Pyng Technologies and
Pyng Medical be approved; that the Amalgamation Agreement be
approved and adopted; that the board of directors of Pyng Technologies
be authorized to revoke the resolution at any time prior to the
528385.4
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Amalgamation becoming effective without further approval of the
shareholders and to determine not to proceed with the Amalgamation if
they decide that not proceeding is in the best interests of Pyng
Technologies; and that the directors and officers be authorized to take
all such steps as they deem necessary or advisable in connection with
the Amalgamation;
7. Upon any other matter that properly comes before the Meeting.
T H E U N D E R S I G N E D H E R E B Y R E V O K E S A N Y P R I O R P R O X Y O R P R O X I E S .
DATED: , 2003.
Signature of Shareholder
(Please print name here)
A proxy will not be valid unless the completed, signed and dated form
of proxy is delivered to the office of CIBC Mellon Trust Company by
fax 604-688-4301 by mail or by hand at Suite 1600, 1066 West Hastings
Street, Vancouver, British Columbia, V6E 3X1 not less than 48 hours
(excluding Saturdays and holidays) before the Meeting or the
adjournment thereof at which the proxy is to be used.
Any one of the joint holders of a share may sign a form of proxy in respect
of the share but, if more than one of them is present at the meeting or
represented by proxyholder, that one of them whose name appears first in
the register of members in respect of the share, or that one’s proxyholder,
will alone be entitled to vote in respect thereof. Where the form of proxy is
signed by a corporation either its corporate seal must be affixed or the form
should be signed by the corporation under the hand of an officer or attorney
duly authorized in writing, which authorization must accompany the form
of proxy.
A shareholder has the right to appoint a person, who need not be a
shareholder, to attend and act for the shareholder and on the
shareholder’s behalf at the Meeting other than either of the nominees
designated in this form of proxy, and may do so by inserting the name
of that other person in the blank space provided for that purpose in this
form of proxy or by completing another suitable form of proxy.
The shares represented by the proxy will be voted or withheld from voting
in accordance with the instructions of the shareholder on any ballot, and
where a choice with respect to a matter to be acted on is specified the shares
will be voted on a ballot in accordance with that specification. Unless
marked to the contrary below, this proxy confers discretionary authority
with respect to matters, other than the election of directors and appointment
of auditor, identified or referred to in the accompanying Notice of Annual
and Extraordinary General Meeting for which no instruction is given, and
with respect to other matters that may properly come before the Meeting.
In respect of a matter so identified or referred to for which no
instruction is given, the nominees named in this proxy will vote shares
represented thereby for the approval of such matter.
528385.4
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