Exhibit 3
FORM OF PROXY SOLICITED BY THE MANAGEMENT OF
VISIBLE GENETICS INC.
PROXY
FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 16,
2000.
The undersigned holder of Series A Convertible Preferred Shares ("Series A
Preferred Shares") of Visible Genetics Inc. (the "Company") hereby appoints
Richard T. Daly, President and Chief Executive Officer of the Company, or
failing him, Thomas J. Clarke, Chief Financial, Officer, 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
Annual and Special Meeting of the Shareholders of the Company to be held on
the 16th day of May, 2000, and at any adjournment or adjournments thereof.
The undersigned specifies that all of the Series A Preferred Shares of the
Company owned by him and represented by this form of proxy shall be voted as
follows:
(CONTINUED ON REVERSE SIDE)
FOLD AND DETACH HERE
If no specification is made with respect to the voting on the resolutions Please mark your
referred to in items 1, 2, 3 or 4 below, the proxy nominees are votes as
instructed to vote the Series A preferred shares represented by indicated in
this proxy on such matter and in favor of such resolution this example
X
1. RESOLUTION CONFIRMING THE 2. ELECTION OF CLASS I DIRECTOR (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
AMENDMENT TO THE COMPANY'S INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THAT
BY-LAWS CREATING THE SERIES A NOMINEE'S NAME BELOW.)
DIRECTORSHIP.
Jonathan S. Leff
---------------------------------------------------
FOR all nominees WITHHOLD AUTHORITY
listed to the to vote for all
right (except as nominees listed to
marked to the the right
contrary)
FOR AGAINST ABSTAIN / / / /
/ / / / / /
3. RESOLUTION APPROVING THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP as 5. To vote at the discretion of the proxy
auditors of the Company and authorizing the Board of Directors to fix nominee on any amendments or variations
their remuneration. to the foregoing and on any other matter
which may properly come before the meeting
or any adjournment or adjournments thereof.
FOR WITHHOLD
/ / / /
4. RESOLUTION APPROVING THE 2000 EMPLOYEE SHARE OPTION PLAN.
FOR AGAINST ABSTAIN
/ / / / / /
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT OF THE
COMPANY. SHAREHOLDERS HAVE THE RIGHT TO APPOINT A PERSON TO
ATTEND AND ACT ON THEIR BEHALF AT THE ANNUAL AND SPECIAL
MEETING OTHER THAN THE NOMINEES DESIGNATED AND MAY EXERCISE
SUCH RIGHT BY STRIKING OUT THE NAMES OF THE PERSONS
DESIGNATED THEREIN AND INSERTING THE NAME OF THEIR NOMINEE
IN THE BLANK SPACE PROVIDED ABOVE FOR THAT PURPOSE OR BY
COMPLETING ANOTHER FORM OF PROXY AND, IN EITHER CASE,
DELIVERING THE COMPLETED AND EXECUTED FORM OF PROXY TO THE
COMPANY AT LEAST ONE HOUR PRIOR TO THE MEETING, OR TO THE
COMPANY'S TRANSFER AGENT PRIOR TO 4:00 P.M. NEW YORK CITY
TIME, ON THE BUSINESS DAY IMMEDIATELY PRIOR TO THE ANNUAL
AND SPECIAL MEETING.
(SIGNATURE OF SHAREHOLDER) ________________________ (NAME OF SHAREHOLDER -
PLEASE PRINT) ________________________DATED THIS __ DAY OF _______, 2000. THIS
PROXY MUST BE SIGNED AND DATED BY THE SHAREHOLDER OR HIS OR HER ATTORNEY
AUTHORIZED IN WRITING, OR, IF THE SHAREHOLDER IS A CORPORATION, EXECUTED BY A
DULY AUTHORIZED OFFICER OR ATTORNEY.
FOLD AND DETACH HERE
NOTES:
1. This proxy must be signed and dated by the shareholder or his or her attorney
authorized in writing, or, if the shareholder is a corporation, executed by a
duly authorized officer or attorney.
2. IF NO SPECIFICATION IS MADE WITH RESPECT TO THE VOTING ON THE RESOLUTIONS
REFERRED TO IN ITEMS 1, 2, 3 OR 4 ABOVE, THE PROXY NOMINEES ARE INSTRUCTED TO
VOTE THE SERIES A PREFERRED SHARES REPRESENTED BY THIS PROXY ON SUCH MATTER
AND IN FAVOR OF SUCH RESOLUTION.
3. Proxies to be used at the meeting must be received at the Company's office at
least one hour prior to the Annual and Special Meeting, or at the office of the
Company's transfer agent by 4:00 p.m. New York City time on the business day
immediately prior to the Annual and Special Meeting.
4. Please date the proxy. If this proxy is not dated in the space provided, it
is deemed to bear the date on which it is mailed.
Please return this proxy using the enclosed postage paid envelope.
FORM OF PROXY SOLICITED BY THE MANAGEMENT OF
VISIBLE GENETICS INC.
PROXY
FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 16,
2000.
The undersigned common shareholder of Visible Genetics Inc. (the "Company")
hereby appoints Richard T. Daly, President and Chief Executive Officer of the
Company, or failing him, Thomas J. Clarke, Chief Financial, Officer, 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 Annual
and Special Meeting of the Shareholders of the Company to be held on the 16th
day of May, 2000, and at any adjournment or adjournments thereof.
The undersigned specifies that all of the common shares of the Company owned by
him and represented by this form of proxy shall be voted as follows:
(CONTINUED ON REVERSE SIDE)
FOLD AND DETACH HERE
If no specification is made with respect to the voting on the resolutions Please mark your
referred to in items 1, 2, 3 or 4 below, the proxy nominees are votes as
instructed to vote the common shares represented by this proxy on indicated in
such matter and in favor of such resolution this example
X
1. RESOLUTION CONFIRMING THE 2. ELECTION OF CLASS I DIRECTORS (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
AMENDMENT TO THE COMPANY'S INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THAT
BY-LAWS CREATING THE SERIES A NOMINEE'S NAME BELOW.)
DIRECTORSHIP.
Michael A. Cardiff and J. Spencer Lanthier.
---------------------------------------------------
FOR all nominees WITHHOLD AUTHORITY
listed to the to vote for all
right (except as nominees listed to
marked to the the right
contrary)
FOR AGAINST ABSTAIN / / / /
/ / / / / /
3. RESOLUTION APPROVING THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP as 5. To vote at the discretion of the proxy
auditors of the Company and authorizing the Board of Directors to fix nominee on any amendments or variations
their remuneration. to the foregoing and on any other matter
which may properly come before the meeting
or any adjournment or adjournments thereof.
FOR WITHHOLD
/ / / /
4. RESOLUTION APPROVING THE 2000 EMPLOYEE SHARE OPTION PLAN.
FOR AGAINST ABSTAIN
/ / / / / /
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT OF THE
COMPANY. SHAREHOLDERS HAVE THE RIGHT TO APPOINT A PERSON TO
ATTEND AND ACT ON THEIR BEHALF AT THE ANNUAL AND SPECIAL
MEETING OTHER THAN THE NOMINEES DESIGNATED AND MAY EXERCISE
SUCH RIGHT BY STRIKING OUT THE NAMES OF THE PERSONS
DESIGNATED THEREIN AND INSERTING THE NAME OF THEIR NOMINEE
IN THE BLANK SPACE PROVIDED ABOVE FOR THAT PURPOSE OR BY
COMPLETING ANOTHER FORM OF PROXY AND, IN EITHER CASE,
DELIVERING THE COMPLETED AND EXECUTED FORM OF PROXY TO THE
COMPANY AT LEAST ONE HOUR PRIOR TO THE MEETING, OR TO THE
COMPANY'S TRANSFER AGENT PRIOR TO 4:00 P.M. NEW YORK CITY
TIME, ON THE BUSINESS DAY IMMEDIATELY PRIOR TO THE ANNUAL
AND SPECIAL MEETING.
(SIGNATURE OF SHAREHOLDER) ________________________ (NAME OF SHAREHOLDER -
PLEASE PRINT) ________________________DATED THIS __ DAY OF _______, 2000. THIS
PROXY MUST BE SIGNED AND DATED BY THE SHAREHOLDER OR HIS OR HER ATTORNEY
AUTHORIZED IN WRITING, OR, IF THE SHAREHOLDER IS A CORPORATION, EXECUTED BY A
DULY AUTHORIZED OFFICER OR ATTORNEY.
FOLD AND DETACH HERE
NOTES:
1. This proxy must be signed and dated by the shareholder or his or her attorney
authorized in writing, or, if the shareholder is a corporation, executed by a
duly authorized officer or attorney.
2. IF NO SPECIFICATION IS MADE WITH RESPECT TO THE VOTING ON THE RESOLUTIONS
REFERRED TO IN ITEMS 1, 2, 3 OR 4 ABOVE, THE PROXY NOMINEES ARE INSTRUCTED TO
VOTE THE COMMON SHARES REPRESENTED BY THIS PROXY ON SUCH MATTER AND IN FAVOR OF
SUCH RESOLUTION.
3. Proxies to be used at the meeting must be received at the Company's office at
least one hour prior to the Annual and Special Meeting, or at the office of the
Company's transfer agent by 4:00 p.m. New York City time on the business day
immediately prior to the Annual and Special Meeting.
4. Please date the proxy. If this proxy is not dated in the space provided, it
is deemed to bear the date on which it is mailed.
Please return this proxy using the enclosed postage paid envelope.