Proxy
ANNUALGENERALMEETING (THE“MEETING”) OFSHAREHOLDERS OFMERUS LABSINTERNATIONAL INC (THE"COMPANY") TO BE HELD AT 100WELLINGTON ST.WEST, SUITE 2110TORONTO,ONTARIO M5K 1H1
ONMARCH 27, 2013, AT 10:00 AM(EASTERN TIME)
Theundersignedshareholder("RegisteredShareholder") of theCompany herebyappointsElie Farah, a director of the Company, or failing this person, David Guebert, a director of the Company, or failing this person, Timothy G. Sorensen, a director of the Company, or in the place of the foregoing, ______________________________ as proxyholder for and on behalf of the Registered Shareholder with the power of substitution to attend, act and vote for and on behalf of the Registered Shareholder in respect of all matters that may properly come before the Meeting of the Registered Shareholders of the Company and at every adjournment thereof, to the same extent and with the same powers as if the undersigned Registered Shareholder were present at the said Meeting, or any adjournment thereof.
The Registered Shareholder hereby directs the proxyholder to vote the securities of the Company registered in the name of the Registered Shareholder as specified herein.
TheundersignedRegisteredShareholder herebyrevokes any proxypreviously given to attend and vote at saidMeeting.
SIGNHERE:________________________________________________________________
Please Print Name:___________________________________________________________
Date:______________________________________________________________________
Number of SharesRepresented by Proxy:__________________________________________
THISPROXY FORM IS NOTVALIDUNLESS IT ISSIGNED ANDDATED. SEEIMPORTANTINFORMATION ANDINSTRUCTIONS ONREVERSE.
Resolutions(For full detail of each item, please see the enclosed Notice of Meeting and Information Circular)
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For |
Against |
Withhold | |
| 1. | To set the number of directors of the Company at six | | | N/A | |
| 2. | To elect Elie Farah as a director, | | N/A | | |
| 3. | To elect Ahmad Doroudian as a director, | | N/A | | |
| 4. | To elect David Guebert as a director, | | N/A | | |
| 5. | To elect Robert Pollock as a director, | | N/A | | |
| 6. | To elect Joseph Rus as a director, | | N/A | | |
| 7. | To elect Timothy Sorensen as a director | | N/A | | |
| 8. | To appoint Deloitte & Touche LLP as auditors of the Company | | | N/A | |
| 9. | To transact such other business as may properly come before the Meeting | | | N/A | |
INSTRUCTIONS FORCOMPLETION OFPROXY
| 1. | This Proxy is solicited by the Management of the Company. |
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| 2. | This form of proxy (“Instrument of Proxy”)must be signedby you, the Registered Shareholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; andif executed by an attorney, officer, or other duly appointed representative,the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy. |
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| 3. | If this Instrument of Proxy is not datedin the space provided, authority is hereby given by you, the Registered Shareholder, for the proxyholder to date this proxy the date on which it was mailed to you, the Registered Shareholder, by Olympia Trust Company. |
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| 4. | A Registered Shareholder who wishes to attend the Meeting and vote on the resolutions in person, may simply register with the scrutineers at the Meeting before the Meeting begins. |
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| 5. | A Registered Shareholder who is not able toattendthe Meeting in person but wishes to vote on the resolutions, may do one of the following: |
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| (a)appoint one of the management proxyholdersnamed on this Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder).Where no choice is specified by a Registered Shareholder with respect to a resolution set out herein, a management appointee acting as a proxyholder will vote in favour of each matter identified on this Instrument of Proxy and for the nominees of management for directors and auditor as identified in this Instrument of Proxy; OR |
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| (b) appoint another proxyholder,who need not be a Registered Shareholder of the Company, to vote according to the Registered Shareholder’s instructions, by striking out the management proxyholder names shown and inserting the name of the person you wish to represent you at the Meeting in the space provided for an alternate proxyholder. If no choice is specified with respect to the matters to be voted on at the Meeting,the proxyholder has discretionary authority to vote as the proxyholder sees fit. |
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| 6. | The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any pollof a resolution that may be called for and, if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit. |
If a Registered Shareholder has submitted an Instrument of Proxy,theRegistered.personShareholder may still attend theMeeting and may vote inTo do so, the Registered Shareholder must record his/her attendance with the scrutineers before the commencement of the Meeting and revoke, in writing, the prior votes by proxy.
To berepresented at theMeeting, thisInstrument of Proxy must bereceived byOlympia TrustCompany no later than forty eight (48) hours(excludingSaturdays,Sundays andholidays) prior to the time of theMeeting, oradjournmentthereof, or may beaccepted by theChairman of theMeeting prior to thecommencement of theMeeting.
VOTINGMETHODS
| INTERNET VOTING 24 Hours a Day, 7 days a week: |
If a WEB VOTING ID NUMBER appears on the face of this Instrument of Proxy in the address box (see example below), you can complete internet voting athttps://secure.olympiatrust.com/proxy/ |
| Example: | 123456 9999 1000 123F45K
JOHN DOE
123 MAIN STREET
CALGARY AB T1A 1A1 | o123F45Kwould be your WEB VOTING ID NUMBER |
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| RETURN YOUR PROXY BY MAIL, FACSIMILE OR E-MAIL TO OLYMPIA TRUST COMPANY: |
| Olympia Trust Company, Proxy Department, 1003 – 750 West Pender Street, Vancouver, British Columbia V6C 2T8 |
| Facsimile: (604) 484-8638 E-mail: proxy@olympiatrust.com |
| Do not mail the printed Instrument of Proxy if you have voted via the Internet. |
