EX-99.4 5 a2176721zex-99_4.htm EXHIBIT 99.4

Exhibit 99.4

 

 

 

 

9th Floor, 100 University Avenue

 

 

Toronto, Ontario M5J 2Y1

 

 

www.computershare.com

 

 

Security Class

Subordinate Voting Shares

 

 

 

 

Holder Account Number

 

Form of Proxy - Annual Meeting to be held on April 26, 2007

 

This Form of Proxy is solicited by and on behalf of Management.

 

Notes to proxy

 

1.             You have the right to appoint some other person or company of your choice, who need not be a holder, to attend and act on your behalf at the Meeting. 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 represented by this form of proxy are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered owners should sign this proxy. 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 proxy with signing capacity stated.

3.             This proxy should be signed in the exact manner as the name appears on the proxy.

4.             If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to you.

5.             The securities represented by this proxy will be voted or withheld from voting as you direct, however, if you do not direct your vote in respect of any matter and you do not appoint a person or company, other than the persons whose names are printed herein, as your proxyholder, this proxy will be voted in favour of the election to the Board of Directors of Celestica Inc. of the nominees proposed by Management, in favour of the appointment of KPMG LLP as auditor of Celestica Inc. for 2007 and the authorization of the Board of Directors of Celestica Inc. to fix the auditor’s remuneration, and in favour of the amendments to the Long Term Incentive Plan of Celestica Inc.

6.             This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.

 

Proxies submitted must be received by 5:00 p.m., EDT, on April 24, 2007.

 

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

 

 

 

                  Call the number listed BELOW from a touch tone telephone.

 

                  Go to the following web site:
www.computershare.com/proxy

 

                  You can enroll to receive future securityholder communications

1-866-732-VOTE (8683) Toll Free

 

 

 

electronically, by visiting
www.computershare.com - click “Enroll for e-delivery” under the Shareholder Services menu.

 

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, HOLDER ACCOUNT NUMBER and ACCESS NUMBER listed below.

 

CONTROL NUMBER

 

HOLDER ACCOUNT NUMBER

 

ACCESS NUMBER

 



 

 

 

 

 

 

 

 

Appointment of Proxyholder

I/We being holder(s) of Celestica Inc. hereby appoint: Robert L. Randall or, failing him, Craig H. Muhlhauser, or their designees

 

 

Print the name of the person you are appointing if this person is someone other than Robert L. Crandall or Craig H. Muhlhauser or their designees.

 

 

 

 

OR

 

 

 

 

 

 

 

as my/our proxyholder with full power of substitution and to vote in accordance with the following directions (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual Meeting of Celestica Inc. to be held at Le Royal Meridien King Edward Hotel, 37 King Street East, on April 26, 2007 at 10:00 a.m. EDT and at any adjournment thereof.

 

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

 

1. Election of Directors

 

 

For

Withhold

 

 

 

For

Withhold

 

 

 

For

Withhold

 

 

 

 

 

 

 

 

 

 

 

 

 

 

01. Robert L. Crandall

 

o

o

 

02. William A. Etherington

 

o

o

 

03. Richard S. Love

 

o

o

04. Anthony R. Melman

 

o

o

 

05. Gerald W. Schwartz

 

o

o

 

06. Charles W. Szuluk

 

o

o

 

 

 

 

 

 

 

 

 

 

 

 

 

 

07. Don Tapscott

 

o

o

 

 

 

 

 

 

 

 

 

 

 

2. Appointment of Auditors

 

For

Withhold

 

 

 

 

Appointment of KPMG LLP as auditor and authorization of the Board of Directors of Celestica Inc. to fix the remuneration of the auditor.

 

o

o

 

3. Amendments to Long Term Incentive Plan

 

For

Withhold

 

 

 

 

Adoption of the resolution set out in the section “Amendments to Long Term Incentive Plan” in the Management Information Circular of Celestica Inc. dated March 12, 2007, approving amendments to the Long Term Incentive Plan of Celestica Inc.

 

o

o

 

Authorized Signature(s) - This section must be completed for your

instructions to be executed.

 

Signature(s)

 

Date

 

 

 

 

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 as recommended by Management.

 

 

 

 

 

MM/DD/YY

 

 

 

 

 

 

 

 

 

 

Interim Financial Statements

 

Annual Report

 

 

 

 

Mark this box if you would like to receive Celestica Inc.’s Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.

o

Mark this box if you would like to receive Celestica Inc.’s Annual Report (including Annual Financial Statements and accompanying Management’s Discussion and Analysis) by mail.

 

o

 

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

 

 

022237

 

AR1

 

CLSQ