EX-99.2 3 exhibit99-2.htm FORM OF PROXY FOR REGISTERED SHAREHOLDERS Exhibit 99.2

Exhibit 99.2



 



8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com

  

Security Class 
 
Holder Account Number 

 

Form of Proxy - Special Meeting to be held on April 9, 2019

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

Notes to proxy

1.     

Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. 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 are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

 
3.     

This proxy should be signed in the exact manner as the name(s) appear(s) 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 the holder.

 
5.     

The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

 
6.     

The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

 
7.     

This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

 
8.     

This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by no later than 5:00 p.m. (Eastern Time) on April 5, 2019 or, if the meeting is adjourned orpostponed, by 5:00 p.m. (Eastern Time) two (2) business days excluding Saturdays, Sundays, and holidays) before the day on which the meeting is reconvened.

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

To Vote Using the Telephone  To Vote Using the Internet  To Receive Documents Electronically 
Call the number listed BELOW from a touch tone telephone.  Go to the following web site:
www.investorvote.com
You can enroll to receive future securityholder communications electronically, by visiting www.etree.ca. When you register for electronic documents, a tree will be planted on your behalf.
1-866-732-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 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 listed below.

CONTROL NUMBER




Appointment of Proxyholder
I/We, being holder(s) of Clementia Pharmaceuticals Inc. hereby appoint(s): Dr. Clarissa Desjardins, or failing her, Mr. Steve Forte OR  Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.    

as my/our proxyholder with full power of substitution and to attend, act and to vote on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the special meeting of shareholders of Clementia Pharmaceuticals Inc. to be held at the offices of Stikeman Elliot LLP, located at 1155, René-Lévesque Blvd. West, 41st Floor, Montréal, Québec, H3B 3V2, Canada, on April 9, 2019, at 10:00 a.m. and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

 
        For  Against 
 
1. Arrangement Resolution       ¨ ¨
Pass, with or without variation, a special resolution, the full text of which is set forth in Appendix “A” to the management information circular of Clementia Pharmaceuticals Inc. dated March 7, 2019 (the “Information Circular”), approving the statutory plan of arrangement under section 192 of the Canada Business Corporations Act involving Clementia Pharmaceuticals Inc., Ipsen S.A. and 11188291 Canada Inc., as more particularly described in the Information Circular.

 

           
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.       DD / MM / YY  
           
 
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