EXHIBIT 99.3
PROXY
Annual Meeting of Shareholders of
CRYPTOLOGIC LIMITED
to be held on June 29, 2011
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT OF CRYPTOLOGIC LIMITED
The undersigned shareholder of CryptoLogic Limited (the “Company”), hereby appoints DAVID GAVAGAN, or failing him, HUW SPIERS, or instead of either of them , as proxy with power of substitution, to attend and vote for the undersigned at the Annual Meeting of Shareholders of the Company to be held on Wednesday, June 29, 2011 at the offices of the Company, Marine House, Clanwilliam Place, Dublin 2, Ireland at the hour of 2:00 p.m. (Dublin time), and at any adjournments thereof, to the same extent and with the same power as if the undersigned were personally present at the said meeting or any adjournments thereof, and without limiting the general authorization and power hereby given, the persons named above are specifically directed to vote as follows:
1. | FOR AGAINST WITHHOLD | o o o | the election of Thomas Byrne as a director of the Company to hold office until the close of the next Annual Meeting of Shareholders of the Company or until his successor shall be elected or appointed. |
2. | FOR AGAINSTWITHHOLD | o o o | the election of David Gavagan as a director of the Company to hold office until the close of the next Annual Meeting of Shareholders of the Company or until his successor shall be elected or appointed. |
3. | FOR AGAINST WITHHOLD | o o o | the election of James Wallace as a director of the Company to hold office until the close of the next Annual Meeting of Shareholders of the Company or until his successor shall be elected or appointed. |
4. | FOR AGAINST WITHHOLD | o o o | the election of Simon Creedy-Smith as a director of the Company to hold office until the close of the next Annual Meeting of Shareholders of the Company or until his successor shall be elected or appointed. |
5. | FOR AGAINST WITHHOLD | o o o | the appointment of Grant Thornton Ireland as auditors of the Company to hold office until the next Annual Meeting of Shareholders of the Company or until a successor is appointed, and authorizing the directors to fix the remuneration of the auditors. |
If any amendments or variations to the matters identified above or in the Notice of Meeting are proposed at the meeting or any adjournment(s) thereof, or if any other matters properly come before the meeting or any adjournment(s) thereof, this proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the person or persons voting the proxy.
TO BE VALID, THIS PROXY MUST BE SIGNED AND DEPOSITED WITH EQUITY FINANCIAL TRUST COMPANY, 200 UNIVERSITY AVENUE, SUITE 400, TORONTO, ONTARIO, CANADA, M5H 4H1 OR BY FAX AT (416) 595-9593, PRIOR TO 4:30 PM (TORONTO TIME) ON JUNE 27, 2011, OR, IF THE MEETING IS ADJOURNED, 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF SUCH RECONVENED MEETING. LATE PROXIES MAY BE ACCEPTED OR REJECTED BY THE CHAIRMAN OF THE MEETING IN HIS DISCRETION, AND THE CHAIRMAN IS UNDER NO OBLIGATION TO ACCEPT OR REJECT ANY PARTICULAR LATE PROXY.
This proxy revokes and supersedes all proxies of earlier date. THIS PROXY MUST BE DATED.
DATED this day of , 2011
Signature of Shareholder | |
Name of Shareholder (Please Print) | |
Number of Shares Held |
(SEE REVERSE)
NOTES: |
(1) | A shareholder has the right to appoint a person to represent him at the meeting other than the management representatives designated in this proxy. Such right may be exercised by inserting in the space provided the name of the other person the shareholder wishes to appoint. Such other person need not be a shareholder. |
(2) | If an individual, please sign exactly as your shares are registered. If the shareholder is a corporation, this proxy must be executed by a duly authorized officer or attorney of the shareholder and, if the corporation has a corporate seal, its corporate seal should be affixed. If shares are registered in the name of an executor, administrator or trustee, please sign exactly as the shares are registered. If the shares are registered in the name of a deceased or other shareholder, the shareholder’s name must be printed in the space provided, the proxy must be signed by the legal representative with his name printed below his signature and evidence of authority to sign on behalf of the shareholder must be attached to this proxy. |
(3) | Reference is made to the accompanying management information circular for further information regarding completion and use of this proxy and other information relating to the meeting. |
(4) | If a share is held by two or more persons, any one of them present or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote in respect thereof, but if more than one of them are present or represented by proxy they shall vote together in respect of the share so held. |
(5) | 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. |
(6) | A "WITHHOLD" option has been included in the proxy to enable a shareholder to abstain on any particular resolution. It should be noted that a "WITHHOLD" vote is not a vote in law and will not be counted in the calculation of the proportion of votes “FOR” and “AGAINST” a resolution. |
(7) | If the shareholder appoints any of the persons designated above, including persons other than Management Designees, as proxy to attend and act at the said Meeting: |
(a) | the shares represented by the proxy will be voted in accordance with the instructions of the shareholder on any ballot that may be called for; |
(b) | where the shareholder specifies a choice in the proxy with respect to any matter to be acted upon, the shares represented by the proxy shall be voted accordingly; and |
(c) | IF NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS LISTED ABOVE, THE PROXY WILL BE VOTED FOR SUCH MATTERS. |