1
Exhibit 99.8
C-MAC INDUSTRIES INC.
FORM OF PROXY FOR HOLDERS OF OPTIONS TO PURCHASE COMMON SHARES
(THE "OPTIONHOLDERS")
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
THIS PROXY FORM IS APPLICABLE ONLY TO THE HOLDERS OF OPTIONS TO PURCHASE COMMON
SHARES OF THE CORPORATION.
The undersigned Optionholder 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 options
to purchase common shares of C-MAC (the "Options ") registered in its name 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
Options 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 - 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 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 Optionholder or authorized representative
________________________________________________________
Name of Optionholder (PLEASE PRINT)
If this proxy is not dated, it is deemed to bear the date on which it was mailed
to the Optionholder.
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 OF THIS PAGE FOR INSTRUCTIONS
2
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 AN OPTIONHOLDER 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 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 OPTIONS 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 OPTIONS 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 OPTIONS 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 the name under which you have been granted the Options.
If the Optionholder is a corporation, this proxy must be executed by a duly
authorized officer or attorney of the Optionholder and, if the corporation
has a corporate seal, its corporate seal should be affixed. If Options have
been granted in the name of an executor, administrator or trustee, please
sign exactly as the Options have been granted. If the Options have been
granted in the name of a deceased Optionholder, the Optionholder'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 Optionholder must be attached to this
proxy.
5. All Optionholders 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.
6. To be valid, this proxy must be dated and signed by you, as the Optionholder,
or as a person named as a proxyholder in respect of the Meeting in an omnibus
proxy containing a proxy of substitution pursuant to applicable securities
laws, or your attorney.
THIS IS YOUR PROXY. PLEASE COMPLETE,
FOLD AND RETURN IN THE ENVELOPE PROVIDED.