Exhibit 99.5
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Form of Proxy - Emera Inc.
Special Shareholders’ Meeting of July 11, 2019
Appointment of Proxyholder
I/We, being holder(s) of Emera Inc. (the “Company”) common shares, hereby appoint: M. Jacqueline Sheppard, or failing her, Scott C. Balfour, or failing him, Stephen D. Aftanas,OR
[Print the name of the person you are appointing if this person is someone other than the individuals listed above]
as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on the following matter and any other matter that may properly come before the Special Shareholders’ Meeting of the Company to be held at 2:00 p.m. Atlantic Time on Thursday, July 11, 2019, on the 8th Floor, Emera Place, 5151 Terminal Road, Halifax, Nova Scotia, Canada (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.
Management recommends voting FOR the following Resolution. Please use a dark black pencil or pen.
Amendment of Articles of Association | FOR | AGAINST | ||||
The amendment to Part B of the Articles of Association of the Company for the removal of the 25 percent restrictions relating to share ownership and voting rights bynon-Canadian resident shareholders of the Company. | ☐ | ☐ |
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 FOR the above matter by Management’s appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.
YES | NO | |||
NON-RESIDENT VOTING CONSTRAINT | ||||
Are the shares represented by this Proxy held, beneficially owned or controlled, directly or indirectly, by a resident of Canada? | ☐ | ☐ |
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Signature(s) | Date |
Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 2:00 p.m. Atlantic Time, Tuesday, July 9, 2019.
Form of Proxy - Emera Inc.
Special Shareholders’ Meeting of July 11, 2019
Notes to Proxy
1. | This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed. |
2. | If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy. |
3. | Some holders may own securities as both a registered and a beneficial holder and will need to vote separately as a registered holder and as a beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries. |
4. | If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy. |
5. | If this proxy is not dated, it will be deemed to bear the date on which it was mailed on behalf of management of the Company to you. |
All holders should refer to the Management Information Circular for further information regarding completion and use of this proxy.
This proxy is solicited by and on behalf of Management of the Company.
Emera offers a number of ways to cast your vote.
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● Go towww.astvotemyproxy.com ● Follow the instructions on the screen ● You will be required to enter the13-digit control number located on the reverse ● No need to return this proxy | ● Use any touch-tone telephone, call toll free in Canada and United States1-888-489-5760 ● Follow the voice instructions ● When prompted, enter the13-digit control number located on the reverse ● No need to return this proxy
| To vote using your smartphone, please scan this QR Code
● No need to return this proxy
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● Complete the reverse of this form ● Return your signed proxy in the envelope provided or send to: AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1
| ● Complete the reverse of this form ● Fax your signed proxy to1-416-368-2502, or toll free in Canada and United States to1-866-781-3111 | ● Complete the reverse of this form ● Scan your signed proxy and email it toproxyvote@astfinancial.com. |
All proxies must be received by 2:00 p.m. Atlantic Time, Tuesday, July 9, 2019.