(HEMOSOL LOGO)
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 (i) warrants to purchase common shares of Hemosol
and/or (ii) broker compensation options to purchase common shares and common
share purchase warrants of Hemosol (collectively, the "Securities") 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 Securities registered in the name of the
undersigned as specified below:
1. 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.
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 Securityholder
---------------------------------------
Name of Securityholder
(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 Securities to which this Form of Proxy relates will be voted for or
against the resolution referred to above in accordance with the foregoing
instructions.
3. A HOLDER OF SECURITIES MAY APPOINT A PERSON (WHO NEED NOT BE A
SECURITYHOLDER OF HEMOSOL), OTHER THAN THE PERSONS DESIGNATED IN THIS FORM
OF PROXY, AS NOMINEE TO ATTEND AND ACT FOR AND ON BEHALF OF THAT
SECURITYHOLDER AT THE MEETING. A holder of Securities 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 therein to vote on any amendment(s) or variation(s) to
the resolution referred to above. If any amendment(s) or variation(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 securityholder or such
securityholder's attorney authorized in writing or, if the securityholder
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 Securities who also hold common shares of Hemosol and who wish
to appoint a nominee to attend the Meeting and vote such common shares on
their behalf, must complete a separate form of proxy, printed on blue
paper, which form of proxy is enclosed with the Circular mailed to such
securityholders and which may also be obtained from Computershare Trust
Company of Canada at the address indicated above.