TerrAscend Corp.
For the period ended Apr 28, 2025. Filed Apr 28, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 28, 2025 · Filed Apr 28, 2025
Contents
Additional Requirement to Provide Information to California Holders
To the extent required by Section 260.140.46 of the California Code of Regulations (or any successor provision thereto), the Corporation shall provide to each California Holder and to each California Holder who acquires Shares pursuant to the Plan, not less frequently than annually, copies of annual financial statements (which need not be audited). The Corporation shall not be required to provide such statements to key persons whose duties in connection with the Corporation assure their access to equivalent information. In addition, this information requirement shall not apply to the Plan to the extent that it complies with all conditions of Rule 701, as determined by the Board; provided that, for purposes of determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined in Rule 701.
| Form of Proxy – Annual Meeting to be held on June 24, 2025 | Trader’s Bank Building702, 67 Yonge St.Toronto, ON M5E 1J8 |
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| Appointment of ProxyholderI/We being the undersigned holder(s) of Common Shares (as defined below) hereby appoint Ari Unterman, Associate General Counsel, or failing him, Lynn Gefen, Chief People and Legal Officer, Corporate Secretary (the “Management Nominees”) | OR | Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein: |
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as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder 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 annual meeting of the shareholders of common shares (the “Common Shares”) of TerrAscend Corp. (“TerrAscend” or the “Corporation”) to be held virtually at https://web.lumiagm.com/229337617 on June 24, 2025, at 1:00pm (Eastern Time) or at any adjournment or postponement thereof.
This form of proxy is to be read in conjunction with TerrAscend’s notice of meeting and management information circular and proxy statement dated April 28, 2025 (the “Circular”). Capitalized terms used but not defined in this form of proxy shall have the meanings given to them in the Circular.
| 1.Election of Directors. | For Withhold | For Withhold | For Withhold | ||
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| a. Craig Collard | ☐ ☐ | b. Kara DioGuardi | ☐ ☐ | c. Ira Duarte | ☐ ☐ |
| d. Edward Schutter | ☐ ☐ | e. Jason Wild | ☐ ☐ | ||
| 2.Appointment of Auditors. To ratify the re-appointment of MNP LLP by the audit committee as the Corporation’s auditor and independent public accounting firm for the fiscal year ended December 31, 2025 and to authorize the Board to fix their remuneration. | For Withhold☐ ☐ | ||||
| 3.Option Amendment Resolution. To consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution, the text of which is set forth in the accompanying Circular, amendments to an aggregate of 3,706,250 stock options of the Corporation (the “Options”) held by certain insiders of the Corporation, to modify the exercise prices of such Options, subject to meeting a service period requirement, from their current respective exercise prices to the exercise prices set forth in the Circular. | For Against☐ ☐ | ||||
| Authorized Signature(s) – This section must be completed for your instructions to be executed. 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. | Signature(s): | Date / /MM / DD / YY |
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