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Exhibit 99.2
ALTAREX CORP.
PROXY
SOLICITED BY MANAGEMENT FOR THE ANNUAL AND SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 3, 2000
The undersigned holder of common shares ("Common Shares") in the capital of
AltaRex Corp. (the "Corporation") hereby appoints Richard E. Bagley, President
and Chief Executive Officer of the Corporation, or failing him, Edward M.
Fitzgerald, Senior Vice President, Chief Financial Officer and Secretary of the
Corporation, or instead of either of the foregoing,.............................
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as proxyholder, with full power of substitution, to attend, to act and to vote
for and on behalf of the undersigned at the Annual and Special Meeting of
Shareholders (the "Meeting") to be held on May 3, 2000 at 3:00 p.m. (Toronto
time), and at any adjournment thereof, and the undersigned hereby revokes any
proxy previously given to attend, act and vote at the Meeting for the
undersigned at the Meeting or any adjournment thereof. The said proxyholder is
instructed to vote as specified below:
1. FOR [ ] or WITHHOLD FROM VOTING FOR [ ] the election as directors of
the Corporation each of the nominees, each of whom is described in more
detail in the Management Information Circular of the Corporation dated
March 27, 2000 (the "Circular") prepared in connection with the Meeting.
2. FOR [ ] or WITHHOLD FROM VOTING FOR [ ] the appointment of Arthur
Andersen LLP as the auditors of the Corporation for the ensuing year and to
authorize the board of directors to determine their remuneration.
3. FOR [ ] or AGAINST [ ] the resolution, with or without variation,
approving an amendment to the stock option plan of the Corporation (the
"Plan") increasing the maximum number of Common Shares reserved for
issuance thereunder from 4,180,000 to 11,500,000, the full text of which is
set out in Schedule "A" to the Circular.
4. FOR [ ] or AGAINST [ ] the resolution, with or without variation,
approving an amendment to the articles of the Corporation to consolidate
all issued and outstanding Common Shares on the basis of one (1)
post-consolidation Common Share for every four (4) pre-consolidation Common
Shares at the discretion of the Board of Directors at any time prior to the
next meeting of Shareholders, the full text of which is set out in Schedule
"B" to the Circular.
5. On any amendments or variations to matters identified in the notice of the
Meeting and on any other matters that may properly come before the Meeting,
in such manner as the said proxyholder may see fit.
The Common Shares represented by this proxy will be voted or withheld from
voting on any motion, by ballot or otherwise, in accordance with any indicated
instructions. IN THE ABSENCE OF ANY INSTRUCTIONS ABOVE, THIS PROXY WILL BE VOTED
AT THE MEETING FOR THE RESOLUTIONS REFERRED TO IN ITEMS 1, 2, 3 AND 4 ABOVE. IF
ANY AMENDMENT OR VARIATION TO THE MATTERS IDENTIFIED IN THE NOTICE OF MEETING
WHICH ACCOMPANIES THIS PROXY IS PROPOSED AT THE MEETING OR AT ANY ADJOURNMENT
THEREOF, OR IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF, THIS PROXY CONFERS DISCRETIONARY AUTHORITY TO VOTE ON ANY
SUCH AMENDMENT OR VARIATION OR SUCH OTHER MATTERS ACCORDING TO THE BEST JUDGMENT
OF THE APPOINTED PROXYHOLDER.
DATED this day of , 2000.*
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Signature of Shareholder**
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Signature of jointholder (if any)
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Please Print Name(s)
* If this proxy is not dated, it shall be
deemed to bear the date on which it is
mailed by management.
** This proxy must be signed by the
shareholder or his or her attorney duly
authorized in writing or, if the
shareholder is a body corporate, it
must be executed under its corporate
seal or by an officer or attorney
thereof duly authorized. Persons
signing as attorneys, executors,
administrators, trustees, etc., should
so indicate and provide satisfactory
evidence of such authority.
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NOTES:
1. A SHAREHOLDER HAS THE RIGHT TO APPOINT
A PROXYHOLDER OTHER THAN THE PERSONS
DESIGNATED IN THIS PROXY AS HIS OR HER
NOMINEE TO ATTEND AND ACT FOR HIM OR
HER AND ON HIS OR HER BEHALF AT THE
MEETING. TO EXERCISE SUCH RIGHT, THE
SHAREHOLDER SHOULD INSERT THE NAME OF
HIS NOMINEE IN THE BLANK SPACE PROVIDED
FOR THAT PURPOSE ABOVE OR COMPLETE
ANOTHER PROXY.
2. Shareholders who are unable to attend
the Meeting are requested to complete
this proxy and return it to the
Corporation's transfer agent, Montreal
Trust Company of Canada 6th Floor, 530
- 8th Avenue S.W., Calgary, Alberta,
T2P 3S8, Attention: Corporate Trust
Department.
3. In order to be valid, proxies must be
received by Montreal Trust Company of
Canada on or before 5:00 p.m. (Calgary
time) on the last business day
preceding the date of the Meeting or
any adjournment thereof or deposited
with the Chairman of the Meeting before
the commencement of the Meeting.