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Exhibit 99.7
C-MAC INDUSTRIES INC.
FORM OF PROXY FOR HOLDERS OF COMMON SHARES
THIS PROXY IS SOLICITED BY THE MANAGEMENT OF C-MAC INDUSTRIES INC. (THE
"CORPORATION" OR "C-MAC") FOR USE AT THE SPECIAL MEETING OF SECURITYHOLDERS OF
C-MAC TO BE HELD ON -, 2001 OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF
The undersigned holder of common shares of the Corporation hereby appoints Mr.
Dennis Wood of Magog, Quebec or failing him, Mr. Claude Michaud of Town of Mount
Royal, Quebec, officers of the Corporation, or instead of either of them,
......................................... of ................ as proxyholder,
with full power of substitution, to attend, vote and otherwise act for and on
its behalf in respect of all of the common shares of the Corporation registered
in the name of the undersigned and in respect of all matters that may come
before the special meeting (the "Meeting'") of C-MAC securityholders to be held
on the -th day of -, 2001, and all adjournments thereof, to the same extent and
with the same power as if the undersigned were personally present at the Meeting
or such adjournment or adjournments and hereby revokes any and all previous
appointments of proxyholders. Without limiting the generality of the power
hereby conferred, the common shares represented by this proxy:
1. SHALL BE VOTED FOR [ ] or SHALL BE VOTED AGAINST
[ ] (or if no specifications is made, SHALL BE VOTED
FOR) passing the special resolution, the text of
which is attached as Annex A to the Management
Information Circular of the Corporation dated -,
2001 (the "Circular") approving the plan of
arrangement pursuant to Section 192 of the Canada
Business Corporations Act involving, among other
things, the indirect acquisition by Solectron
Corporation ("Solectron") of the outstanding common
shares of C-MAC and the exchange of options to
acquire common shares of C-MAC for options to
acquire shares of Solectron common stock on the
terms set forth in such plan of arrangement (the
"Arrangement Resolution");
2. With respect to amendments or variations of the
Arrangement Resolution or other matters which may
properly come before the Meeting, the undersigned
hereby confers discretionary authority on the
undersigned's proxyholder to vote on such amendments
or variations or such other matters in accordance
with management's recommendation.
DATED this_________day of _____________________, 2001.
________________________________________________________
Signature of Shareholder or authorized representative
________________________________________________________
Name of shareholder (PLEASE PRINT)
If this proxy is not dated, it is deemed to bear the date on which it was mailed
to the securityholder.
If you do not anticipate attending the Meeting in person, kindly fill in and
sign this form of proxy and return it in the envelope provided. THIS FORM OF
PROXY WILL NOT BE VALID UNLESS IT IS COMPLETED AND RETURNED TO THE TRANSFER
AGENT OF C-MAC, GENERAL TRUST OF CANADA, 1100 UNIVERSITY STREET, 9TH FLOOR,
MONTREAL, QUEBEC, H3B 2G7 OR 121 KING STREET WEST, SUITE 600, TORONTO, ONTARIO
M5H 3T9 IN THE RETURN ENVELOPE OR BY FAX TO (514) 871-7442 OR (416) 865-7610, NO
LATER THAN 5:00 P.M., (MONTREAL TIME) ON -, 2001 or, in the case of any
adjournment or postponement of the Meeting, by no later than 5:00 p.m. (Montreal
time) on the second business day prior to the day fixed for the adjournment or
postponed Meeting.
PLEASE SEE THE BACK SIDE OF THIS PAGE FOR INSTRUCTIONS
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INSTRUCTIONS
1. IF YOU ARE UNABLE TO ATTEND THE MEETING, BUT WISH TO BE REPRESENTED, YOU HAVE
THE RIGHT TO APPOINT A PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE
CORPORATION TO ATTEND AND VOTE ON YOUR BEHALF. IF YOU USE THIS FORM OF PROXY,
BUT WISH TO APPOINT SOME PERSON OTHER THAN MR. DENNIS WOOD OR MR. CLAUDE
MICHAUD AS YOUR PROXYHOLDER, YOU MUST STRIKE OUT THEIR NAMES AND INSERT THE
NAME OF THAT OTHER PERSON IN THE BLANK SPACE PROVIDED. THE PROXYHOLDER MUST
ATTEND THE MEETING IN ORDER TO VOTE ON YOUR BEHALF.
2. You should indicate your choice on the matter set out above by checking the
appropriate box. IF NO CHOICE IS SPECIFIED YOUR COMMON SHARES WILL BE VOTED
IN FAVOUR OF THE APPROVAL OF THE ARRANGEMENT RESOLUTION AND IN ACCORDANCE
WITH MANAGEMENT'S RECOMMENDATION WITH RESPECT TO AMENDMENTS OR VARIATIONS OF
THE MATTERS SET OUT IN THE NOTICE OF THE MEETING OR ANY OTHER MATTERS WHICH
MAY PROPERLY COME BEFORE THE MEETING.
3. THE SHARES REPRESENTED BY THIS FORM OF PROXY WILL BE VOTED ON ANY BALLOT THAT
MAY BE CALLED FOR IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN. IN
THE ABSENCE OF SUCH INSTRUCTIONS, SUCH SHARES WILL BE VOTED IN FAVOUR OF THE
APPROVAL OF THE ARRANGEMENT RESOLUTION AND IN ACCORDANCE WITH MANAGEMENT'S
RECOMMENDATION WITH RESPECT TO AMENDMENTS OR VARIATIONS OF THE MATTERS SET
OUT IN THE NOTICE OF THE MEETING OR ANY OTHER MATTERS WHICH MAY PROPERLY COME
BEFORE THE MEETING.
4. Please sign exactly as your common 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
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.
5. Registered holders of shares are entitled to dissent from the Arrangement
Resolution in accordance with the dissent procedures (the "Dissent
Procedures") set out in the section entitled "Dissenting Shareholder Rights"
in the accompanying Circular and as set out in the section entitled "Rights
of Dissent" in the plan of arrangement attached as Annex C to the Circular.
THE DISSENT PROCEDURES REQUIRE THAT A REGISTERED HOLDER OF COMMON SHARES OF
THE CORPORATION WHO WISHES TO DISSENT MUST PROVIDE TO THE CORPORATION A
DISSENT NOTICE PRIOR TO 5:00 P.M. ON THE BUSINESS DAY PRECEDING THE MEETING.
IT IS IMPORTANT THAT SHAREHOLDERS STRICTLY COMPLY WITH THIS REQUIREMENT, AS
IT IS DIFFERENT FROM THE STATUTORY DISSENT PROVISIONS OF THE CANADA BUSINESS
CORPORATIONS ACT WHICH WOULD PERMIT A DISSENT NOTICE TO BE PROVIDED AT OR
PRIOR TO THE MEETING. A shareholder may only exercise the right to dissent in
respect of common shares which are registered in that shareholder's name. In
many cases, shares beneficially owned by a holder (a "non-registered holder")
are registered in the name of a securities dealer or broker or other
intermediary, or a clearing agency. Shareholders, including non-registered
holders, who wish to dissent should carefully review the Dissent Procedures.
The failure to comply strictly with the Dissent Procedures may result in the
loss or unavailability of the right to dissent.
6. All shareholders should refer to the accompanying Circular for further
information regarding completion and use of this proxy and other information
pertaining to the Meeting. All capitalized terms used herein and not
otherwise defined herein have the meanings ascribed to them in the Circular.
7. To be valid, this proxy must be dated and signed by you, as the registered
holder of common shares of the Corporation, or as a person named as a
proxyholder in respect of the Meeting in an omnibus proxy containing a power
of substitution pursuant to applicable securities laws, or your attorney.
THIS IS YOUR PROXY. PLEASE COMPLETE,
FOLD AND RETURN IN THE ENVELOPE PROVIDED.