Sierra Wireless (SWIR) 6-K Notice of Special Meeting of Securityholders

Exhibit 99.5

        

                

8th Floor, 100 University Avenue                

Toronto, Ontario M5J 2Y1                

www.computershare.com                

             Mr A Sample Designation (if any)         Add1 Add2 add3 add4 add5 add6 000001

Security Class
Plans
Holder Account Number
C1234567890	IND

Voting Instruction Form (“VIF”) - Special Meeting of Securityholders of Sierra Wireless, Inc. (the “Company”) to be held on September 27, 2022 (the “Special Meeting”)

This VIF is solicited by and on behalf of Management.

Notes

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 Special Meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees 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 VIF. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.

3. This VIF should be signed in the exact manner as the name(s) appear(s) on the VIF.

4. If a date is not inserted in the space provided on the reverse of this VIF it will be deemed to bear the date on which it was mailed to the holder by Management.

5. The securities represented by this VIF will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees listed on the reverse, this VIF will be voted as recommended by Management.

6. The securities represented by this VIF will be voted in favour, 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. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This VIF confers discretionary authority in respect of amendments or variations to matters identified in the accompanying management information circular of the Company dated August 26, 2022 (the “Circular”) or other matters that may properly come before the Special Meeting or any adjournment or postponement thereof, unless prohibited by law.

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

VIFs submitted must be received by 10:00 a.m. (Pacific Time) on September 23, 2022.

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

•  Call the number listed BELOW from a touch tone telephone. 1-866-732-VOTE (8683) Toll Free	•  Go to the following web site: www.investorvote.com •  Smartphone? Scan the QR code to vote now.		•  You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.	•  You can attend the meeting virtually by visiting the URL provided on the back of this document.

If you vote by telephone or the Internet, DO NOT mail back this VIF.

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 VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER     123456789012345

01UPVD CPUQC01.E.INT/000001/i1234

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	MR SAM SAMPLE	C1234567890
		XXX        123

Appointment of Proxyholder I/We being holder(s) of securities of Sierra Wireless, Inc. (the “Company”) hereby appoint: Philip Brace, President and Chief Executive Officer, or failing this person, Samuel C. Cochrane, Chief Financial Officer, or failing this person, Jennifer A. Farac, General Counsel and 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.
		Note: If completing the appointment box above and you or your appointee intend on attending online YOU MUST go to http://www.computershare.com/SierraWireless and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with an invite code to gain entry to the online meeting. If the appointee is attending the meeting in person, this step is NOT required.

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 on all other matters that may properly come before the Special Meeting of Securityholders of the Company to be held at 595 Burrard Street, Suite 2600, Vancouver, British Columbia and virtually at https://meetnow.global/MPTKAYS on September 27, 2022 at 10:00 a.m. (Pacific Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

	For	Against
1. Arrangement Resolution To consider, if deemed advisable, to pass, with or without variation, a special resolution of Securityholders, the full text of which is attached as Appendix C to the Circular, to approve an arrangement under section 192 of the Canada Business Corporations Act involving the Company, the whole as more particularly described in the Circular and 13548597 Canada Inc.	☐	☐

Signature of Proxyholder	Signature(s)	Date
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Special Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.

S W I Q	3 4 1 9 1 4	X X X X	A R 0	999999999999
01UPWD

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