Exhibit 99.2
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Proxy form for registered shareholders of common shares of Yamana Gold Inc.
2014 annual and special meeting of shareholders
When: | Wednesday, April 30, 2014 |
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| Where: | Design Exchange |
| 11:00 a.m. (Toronto time) |
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| Toronto-Dominion Centre |
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| 234 Bay Street |
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| Toronto, ON |
In this document, you and your mean holders of common shares of Yamana Gold Inc. We, us, our, Yamana and Yamana Gold mean Yamana Gold Inc.
Management is soliciting your proxy for Yamana Gold Inc.’s 2014 annual and special meeting. You can do this in two ways:
· attend the meeting and vote in person
· appoint someone to attend the meeting and vote for you (your proxyholder).
A. Vote in person
If you want to attend the meeting and vote in person:
· do not complete or return this form — your vote will be taken and counted at the meeting
· check in with a representative of CST Trust Company (CST) when you arrive at the meeting.
B. Voting by proxy
Unless you appoint another person to be your proxyholder, the Yamana officers listed below will attend the meeting and vote your shares following the instructions you provide on this form with full power of substitution:
· Peter Marrone, Chairman and Chief Executive Officer, or
· Charles Main, Executive Vice President, Finance and Chief Financial Officer
If you prefer, you can appoint someone else to attend the meeting for you and vote your shares according to your instructions. That person does not need to be a Yamana shareholder.
Print his or her name here:
Name of proxyholder (please print)
Make sure this person is aware that you appointed them as your proxyholder and that they must attend the meeting to vote on your behalf and according to your instructions. Your vote can only be counted if your proxyholder attends the meeting and votes for you.
C. Tell us your voting instructions
Your proxyholder will vote according to the instructions you provide here. If there are any changes or new items of business, your proxyholder can vote on the items as he or she sees fit.
If you don’t provide instructions here, the Yamana officer appointed in section B will vote for the items. If you appointed someone else to be your proxyholder, he or she can vote as they see fit.
1. Elect directors
See page 9 of our management information circular.
| For | Withhold |
1. Peter Marrone | o | o |
2. Patrick J. Mars | o | o |
3. John Begeman | o | o |
4. Alexander Davidson | o | o |
5. Richard Graff | o | o |
6. Nigel Lees | o | o |
7. Carl Renzoni | o | o |
8. Dino Titaro | o | o |
2. Appoint the auditors
See page 7 of our management information circular.
| For | Withhold |
Deloitte LLP | o | o |
3. Approve the New General By-Law
See page 8 of our management information circular.
| For | Against |
| o | o |
Resolution to approve the new General By-Law No. 1
4. Have a ‘say on pay’
See page 8 of our management information circular.
This is an advisory vote and the results are non-binding on the board.
| For | Against |
| o | o |
On an advisory basis, and not to diminish the role and responsibilities of our board, you accept the approach to executive compensation disclosed in our 2014 management information circular.
How to vote
See detailed voting instructions on pages 4 to 6 of our 2014 management information circular.
1. By telephone
Call 1.888.489.5760 and follow the instructions. There is no charge for this call. You will need your 13-digit control number, which appears under your name and address below.
2. By fax
Complete, sign and date this form, and fax it to CST Trust Company, Attention: Proxy Department at 416.368.2502 or 1.866.781.3111 (toll-free in North America)
3. By mail
Complete, sign and date this form, and mail it to CST Trust Company, Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1
4. By email
Scan your completed form and email it to proxy@canstockta.com
5. On the internet
Go to www.cstvotemyproxy.com and follow the instructions. You will need your 13-digit control number, which appears under your name and address below.
CST must receive your voting instructions by 4 p.m. (Toronto time) on Monday, April 28, 2014. If the meeting is adjourned, CST must receive the form at least 48 hours (excluding Saturdays, Sundays and holidays) before the meeting is reconvened.
D. Please sign here
If you are sending us your vote by mail, fax or email, you must sign below for your vote to be counted.
You must also sign here if you are appointing another person to attend on your behalf. If your authorized attorney is signing this form on your behalf, he or she must have proof of your authorization.
For shares registered in the name of a corporation, estate or trust, an authorized officer or attorney must sign this form and state his or her position. This person may also have to provide proof that he or she is authorized to sign.
When you sign this form you are:
· authorizing your proxyholder to vote according to your voting instructions at our 2014 annual general and special meeting (or any adjournment)
· �� revoking any proxy that you have previously given for this meeting.
If you don’t date the form, we’ll consider it to be dated the day it was mailed.
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Signature |
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Position (if you are signing on behalf of a corporation, estate or trust) |