EX-99.1 2 exh_991.htm EXHIBIT 99.1

Exhibit 99.1

 

 

HYDROGENICS CORPORATION

FORM OF PROXY

 

ANNUAL MEETING OF SHAREHOLDERS (THE “MEETING”)
SCHEDULED TO BE HELD ON FRIDAY, MAY 14, 2019
at 10:00 a.m. (Toronto Time) at the offices of Hydrogenics Corporation, 220 Admiral Boulevard, Mississauga, Ontario

 

 

This form of proxy is solicited by or on behalf of management of Hydrogenics Corporation
(the “Company”) pursuant to the management proxy circular dated March 25, 2019 (the “Circular”)

 

 

The undersigned registered shareholder of the Company hereby appoints DARYL WILSON, President and Chief Executive Officer or, failing him, DOUGLAS S. ALEXANDER, Chair of the Board of Directors, both being directors and/or officers of the Company, or instead of either of them,___________________ , or in his absence, _____________________, as his, her or its true and lawful attorney and proxyholder, with full power of substitution, in the same manner, to the same extent, and with the same power as if the undersigned was present, to attend and otherwise act on behalf of the undersigned as directed below in respect of the matters identified below and any other matters that may properly come before the Meeting or any and all adjournments or postponements thereof and to vote all common shares (“Shares”) of the Company which the undersigned is entitled to vote thereat as directed below.

 

(1)To VOTE FOR o or WITHHOLD FROM VOTING o or, if no specification is made, VOTE FOR, the reappointment of PricewaterhouseCoopers LLP as auditors of the Company and the authorization of the Audit Committee of the Board of Directors to fix their remuneration;

 

(2) VOTE FOR WITHHOLD FROM VOTING   VOTE FOR WITHHOLD FROM VOTING
  Douglas S. Alexander o o David C. Ferguson o o
  Joseph Cargnelli o o Donald Lowry o o
  Sara Elford o o Daryl Wilson o o
  Pierre-Etienne Franc o o      
  If no specification is made, VOTE FOR each of the above director nominees.

 

The Shares represented by this proxy will, if the instructions are certain, be voted or withheld from voting in accordance with the directions of the undersigned on any ballot or poll that may be called for and, if the undersigned specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

 

This proxy confers authority to vote in the proxyholder’s discretion with respect to amendments or variations of matters identified in the accompanying Notice of Meeting and with respect to other matters which properly may come before the Meeting and any adjournments or postponements thereof.

 

 

DATED this _________________day of ________________________________, 2019.

 

 

 

 

   
Signature of shareholder or authorized representative   Print name and title of authorized representative, if applicable

 

 

   
Print name of shareholder   Number of Shares

 

 

 

 

NOTES:

 

(1)Please date this proxy. If this proxy is not dated in the space provided, it is deemed to bear the date on which it is mailed by management of the Company.

 

(2)If you are an individual, please sign exactly as your Shares are registered. If the shareholder is a corporation or similar entity, this proxy must be executed by a duly authorized officer or attorney of the shareholder. In the case of joint shareholders, each must sign. If the shareholder is a trust, this proxy must be executed by all trustees or other duly authorized person(s). If Shares are registered in the name of an executor, administrator, general partner or trustee, please sign exactly as the Shares are registered and evidence of authority to sign must be attached to the proxy. If the Shares are registered in the name of a deceased, the name of the deceased must be printed in the space provided, the proxy must be signed by the legal representative with his/her name printed below his/her signature, and evidence of authority to sign must be attached to this proxy. In many cases, Shares beneficially owned by a holder (a “Non-registered Owner”) are registered in the name of a securities dealer or broker or other intermediary, or a depository (such as CDS & Co., the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Non-registered Owners should review the section entitled “Solicitation of Proxies and Voting Instructions — Non-registered Owners” in the Circular and carefully follow the instructions provided.

 

(3)The individuals named in this form of proxy are representatives of management of the Company and are directors and/or officers of the Company. Registered shareholders have the right to appoint a person, other than the nominees designated above, to attend and act on their behalf at the Meeting and may exercise such right by inserting the name of their nominee in the blank space(s) provided for that purpose above or by completing another proper form of proxy. Such other person need not be a shareholder.

 

(4)The Shares represented by this proxy will be voted as directed by the shareholder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by management.

 

(5)To be valid, this proxy must be signed and received by AST Trust Company (Canada) Attn: Proxy Department by mail at P.O. Box 721, Agincourt, Ontario M1S 0A1 or by fax to (416) 368-2502 or 1 (866) 781-3111 (toll free), or hand delivered to AST Trust Company (Canada) at 1 Toronto Street, Suite 1200, Toronto, ON  M5C 2V6, or scan and email to proxyvote@astfinancial.com no later than 5:00 p.m. (Toronto time) on May 10, 2019 or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and holidays) before such adjourned or postponed meeting. Failure to properly complete or deposit a proxy may result in its invalidation. The time limit for the deposit of proxies may be waived by the Board of Directors in its discretion without notice.

 

(6)Once this form of proxy has been signed by the appropriate signatory and deposited in accordance with the instructions above, any proxy previously delivered by the signatory hereto shall be revoked.

 

(7)Reference is made to the Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.