WORLD HEART CORPORATION
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Voting Results
(Section 11.3 of National Instrument 51-102)
This report describes the matters voted upon and the outcome of the votes at the Annual and
Special Meeting of Shareholders of World Heart Corporation (the "Corporation" or
"WorldHeart") held on Monday, July 18, 2005.
Matter Outcome of Vote
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1. Appointment of Auditors
PricewaterhouseCoopers LLP were reappointed as auditors of Carried by a majority of
the Corporation to hold office until the next annual votes on a show of hands
meeting of Shareholders or until their successors are with 99.8% of the 11,191,431
appointed, and the directors were authorized to fix the votes represented by proxy
remuneration of the auditors. voting for the appointment
of the auditors.
2. Election of Directors
The following nominees were elected as Directors of the Carried by a majority of
Corporation to hold office until the next annual meeting votes on a show of hands
or until their successors are elected or appointed: with 99.8% of the 11,191,431
votes represented by proxy
C. Ian Ross voting for the election of
John F. Carlson the nominated directors.
William C. Garriock
Robert J. Majteles
D. Mark Goudie
3. MedQuest Resolution
A resolution approving the issuance of WorldHeart common Carried by a majority of the
shares to MedQuest Products, Inc. (MedQuest), in votes on a ballot, with
connection with the acquisition by WorldHeart of the 5,683,990 (95.0%) votes cast
business of MedQuest was passed. for and 297,053 (5.0%) votes
cast against the resolution.
4. Maverick Resolution
A resolution approving the private placement of WorldHeart Carried by a majority of the
common shares to Maverick Venture Management, LLC votes on a ballot, with
("Maverick") was passed. 5,681,992 votes cast for
(95.0%) and 299,156 (5%)
votes cast against the
resolution.
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5. Warrant Amendment Resolution
A resolution approving the reduction of the exercise price Carried by a majority of the
of the warrants issued by WorldHeart in September 2004, votes on a ballot, with
from $1.55 to $1.00, for a period of 14 days following the 2,903,601 (82.5%) votes cast
approval of such resolution was passed. for and 615,525 (17.5%)
votes cast against the
resolution. Votes with
respect to 2,451,347 shares
held by insiders and their
affiliates and associates
were excluded from voting.
6. ESOP Resolution #1
A resolution approving an amendment to the WorldHeart Carried by a majority of the
Corporation Employee Stock Option Plan (the "Plan") votes on a ballot, with
increasing the maximum number of common shares that may be 4,705,341 (79.0%) votes cast
issued under the Plan was passed. for and 1,247,575 (21.0%)
votes cast against the
resolution. Votes with
respect to 20,535 shares
held by directors and
officers of the Corporation
and their associates were
excluded from voting.
7. ESOP Resolution #2
A resolution approving an amendment to the Plan removing Carried by a majority of the
the restriction that the aggregate number of shares issued votes on a ballot, with
to any person under the Plan be limited to 5% was passed. 4,847,256 (81.4%) votes cast
for and 1,107,851 (18.6%)
votes cast against the
resolution. Votes with
respect to 20,535 shares
held by directors and
officers of the Corporation
and their associates were
excluded from voting.
8. Option Amendment Resolution
A resolution amending certain options granted to certain Carried by a majority of the
directors and executive officers of WorldHeart was passed. votes on a ballot, with
4,449,781 (74.8%) votes cast
for and 1,499,171 (25.2%)
votes cast against the
resolution. Votes with
respect to 20,535 shares
held by directors and
officers of the Corporation
and their associates were
excluded from voting.
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9. Continuance Resolution
A special resolution authorizing the continuance of Carried by at least
WorldHeart under the Canada Business Corporations Act. two-thirds of the votes on a
ballot, with 5,938,678
(99.3%) votes cast for and
42,374 (0.7%) votes cast
against the resolution.
Ottawa, Ontario, July 21, 2005
WORLD HEART CORPORATION
By: /s/ Virginia K. Schweitzer
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Virginia K. Schweitzer
Secretary
World Heart Corporation