(HEMOSOL LOGO)
SHAREHOLDER PROXY
SOLICITED BY MANAGEMENT FOR THE ANNUAL AND SPECIAL MEETING OF
SECURITYHOLDERS TO BE HELD ON APRIL 20, 2004 AND ANY ADJOURNMENT(S) OR
POSTPONEMENT(S) THEREOF
Reference is made to the accompanying Management Information Circular (the
"Circular") dated March 10, 2004 relating to the Annual and Special Meeting (the
"Meeting") of securityholders of Hemosol Inc. ("Hemosol") to be held on April
20, 2004 and any adjournment(s) or postponement(s) thereof.
The undersigned holder of common shares (the "Common Shares") of Hemosol
hereby appoints Lee D. Hartwell, the Chief Executive Officer of Hemosol, or
failing him, Edward E. McCormack, member of the Board of Directors of Hemosol,
or failing him, George W. Masters, Vice-Chairman of the Board of Directors of
Hemosol, or instead of any of the foregoing,
- ------------------------------------------------------------, as the nominee of
the undersigned to attend and act for and on behalf of the undersigned at the
Meeting, to the same extent and with the same power as if the undersigned was
personally present at the said Meeting, with power of substitution and, without
limiting the generality of the power hereby conferred, the nominees named above
are specifically directed to vote the Common Shares registered in the name of
the undersigned as specified below:
1. FOR [ ] WITHHOLD FROM VOTING IN [ ]
(or if no specification is made, vote "FOR") the election of the directors
of Hemosol referred to in the Circular.
2. FOR [ ] WITHHOLD FROM VOTING IN [ ]
(or if no specification is made, vote "FOR") the appointment of the
auditors of Hemosol referred to in the Circular and the authorization of
the directors to fix the auditors' remuneration.
3. FOR [ ] AGAINST [ ]
(or if no specification is made, vote "FOR") a special resolution, the full
text of which is set out as Annex A to the Circular, approving a plan of
arrangement (the "Arrangement") under section 182 of the Business
Corporations Act (Ontario) involving Hemosol, its securityholders and MDS
Inc., providing for a reorganization of Hemosol's business to allow
Hemosol's business to exchange, in effect, a significant portion of its
existing and unutilized tax losses and other tax assets for a $16 million
cash infusion, all as more particularly described and set forth in the
Circular.
4. FOR [ ] AGAINST [ ]
(or if no specification is made, vote "FOR") an ordinary resolution
approving an amendment to the Amended and Restated Stock Option Plan of
Hemosol dated December 7, 2000 to increase the maximum number of
Common Shares reserved for issuance thereunder from 3,031,712 to 5,499,298
in order to ratify the conditional grant of certain stock options, as
referred to in the Circular.
FURTHER, IF THE SPECIAL RESOLUTION IN ITEM 3 IS PASSED:
5. FOR [ ] AGAINST [ ]
(or if no specification is made, vote "FOR") an ordinary resolution
approving a stock option plan for New Hemosol, the effective successor to
Hemosol, as referred to in the Circular.
6. FOR [ ] AGAINST [ ]
(or if no specification is made, vote "FOR") an ordinary resolution
approving an amendment and restatement of the by-laws of LPBP Inc., as
Hemosol will be renamed under the Arrangement, as referred to in the
Circular.
7. To vote at the nominee's discretion upon any amendments or variations to
the matters specified in the notice of Meeting or upon any other matters as
may properly come before the Meeting or any adjournment(s) or
postponement(s) thereof.
The undersigned ratifies and confirms all that the nominee may do by virtue of
the power granted hereby.
DATED THIS
- --------------------- DAY OF
- ------------------------------------, 2004.
---------------------------------------
Signature of Shareholder
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Name of Shareholder
(please print)
NOTES:
1. If undated, this Form of Proxy shall be deemed to bear the date on which it
is mailed by or on behalf of management of Hemosol.
2. The Common Shares to which this Form of Proxy relates will be voted for,
against, or withheld from voting, as the case may be, in accordance with
the foregoing instructions.
3. A HOLDER OF COMMON SHARES MAY APPOINT A PERSON (WHO NEED NOT BE A
SHAREHOLDER OF HEMOSOL), OTHER THAN THE PERSONS DESIGNATED IN THIS FORM OF
PROXY, AS NOMINEE TO ATTEND AND ACT FOR AND ON BEHALF OF THAT SHAREHOLDER
AT THE MEETING. A holder of Common Shares may exercise that right by
inserting the name of that person in the blank space provided on this Form
of Proxy or by completing another appropriate Form of Proxy.
4. This Form of Proxy, when properly executed, confers discretionary authority
on the persons named herein to vote on any amendment(s) or variation(s) to
the resolutions referred to in the notice of Meeting and on any other
matter(s) properly coming before the Meeting. If any amendment(s),
variation(s) or other matter(s) properly comes before the Meeting, the
proxy will be voted in the discretion of the persons named therein. The
persons named in this Form of Proxy are directors and/or senior officers of
Hemosol.
5. This Form of Proxy must be signed and dated by the shareholder or the
shareholder's attorney authorized in writing or, if the shareholder is a
corporation, by an officer or attorney thereof duly authorized.
6. To be effective, this Form of Proxy must be received either by mail or
delivery addressed to Computershare Trust Company of Canada at 100
University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1 or by facsimile
toll-free at 1-866-249-7775 (or in the Toronto area at (416) 263-9524), in
each case prior to 5:00 p.m. (Toronto time) on April 16, 2004 or, if the
Meeting is adjourned or postponed, not less than 48 hours (excluding
Saturdays, Sundays and holidays) before the time the adjourned Meeting is
reconvened or the postponed Meeting is convened. The Form of Proxy may also
be deposited with the scrutineers of the Meeting, to the attention of the
chair of the Meeting, at or immediately prior to the commencement of the
Meeting or any postponement(s) or adjournment(s) thereof.
7. Holders of Common Shares who also hold warrants to purchase Common Shares
and/or broker compensation options to purchase Common Shares and/or Common
Share purchase warrants of Hemosol and who wish to appoint a nominee to
attend the Meeting and vote such warrants or broker compensation options on
their behalf, must complete a separate form of proxy, printed on green
paper, which form of proxy is enclosed with the Circular mailed to such
shareholders and which may also be obtained from Computershare Trust
Company of Canada at the address indicated above.