EXHIBIT 99.36
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ADVANTAGE ENERGY INCOME FUND
VOTING DIRECTION FOR
HOLDERS OF EXCHANGEABLE SHARES
OF ADVANTAGE OIL & GAS LTD.
The undersigned holder (the "Holder") of exchangeable shares ("Exchangeable
Shares") of Advantage Oil & Gas Ltd. ("AOG") has the right to instruct
Computershare Trust Company of Canada (the "Trustee") in respect of the exercise
of their votes at the Annual and Special Meeting of the unitholders of Advantage
Energy Income Fund (the "Trust") to be held on April 27, 2005 (the "Meeting"),
as follows:
o To instruct the Trustee to exercise the votes to which the Holder is
entitled as indicated below; OR
o To instruct the Trustee to appoint a representative of the Trust's
management as proxy to exercise the votes to which the Holder is entitled
as indicated below; OR
o To instruct the Trustee to appoint the Holder, or the Holder's designee as
a proxy to exercise personally the votes to which the Holder is entitled as
indicated below.
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THE HOLDER DIRECTS THAT THEIR EXCHANGEABLE SHARES BE VOTED AS FOLLOWS:
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FOR |_| OR WITHHOLD FROM VOTING FOR |_| the appointment of Computershare Trust
Company of Canada, as trustee of the Trust for the ensuing year;
FOR |_| OR WITHHOLD FROM VOTING FOR |_| the election of six (6) of the eight (8)
directors of AOG as specified in the Information Circular - Proxy Statement of
the Trust dated March 1, 2005 (the "Information Circular - Proxy Statement");
FOR |_| OR WITHHOLD FROM VOTING FOR |_| the appointment of KPMG LLP, Chartered
Accountants, as auditors of the Trust for the ensuing year.
FOR |_| OR AGAINST |_| the Trust Indenture Amendment Resolution approving
amendments to the Trust Indenture as specified in the Information Circular -
Proxy Statement; and
FOR |_| OR AGAINST |_| the resolution set forth in the Information Circular
approving the reservation and issuance of up to 1,500,000 trust units as payment
(in lieu of cash) of the annual performance fee payable to or as directed by
Advantage Investment Management Ltd., Manager of the Trust as specified in the
Information Circular - Proxy Statement.
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IMPORTANT NOTE: IF NO DIRECTION IS MADE, FOR OR AGAINST, THE HOLDER'S
EXCHANGEABLE SHARES WILL NOT BE VOTED
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PLEASE SELECT ONE OF THE FOLLOWING:
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|_| DIRECT THE TRUSTEE TO VOTE EXCHANGEABLE SHARES The holder hereby
directs the Trustee to vote as indicated.
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|_| APPOINTMENT OF TRUST MANAGEMENT AS PROXY
The Holder hereby appoints Kelly I. Drader, the President and Chief
Executive Officer of AOG or, failing him, Peter Hanrahan,
Vice-President, Finance and Chief Financial Officer of AOG, as
proxyholder of the Holder, with power of substitution, and authorizes
them to represent and vote, as indicated above, all of the Exchangeable
Shares which the Holder may be entitled to vote at the Meeting, and at
any adjournment or adjournments thereof and on every ballot that may
take place in consequence thereof, and with discretionary authority as
to any other matters that may properly come before the Meeting.
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|_| APPOINTMENT OF THE HOLDER, OR THE HOLDER'S DESIGNEE AS PROXY
The Holder hereby appoints as proxyholder of the Holder and authorizes
them to represent and vote, as indicated above, all of the Exchangeable
Shares which the Holder may be entitled to vote at the Meeting, and at
any adjournment or adjournments thereof and on every ballot that may
take place in consequence thereof, and with discretionary authority as
to any other matters that may properly come before the Meeting.
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2
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IF THE HOLDER DOES NOT COMPLETE ONE OF THE FOREGOING, COMPLETES MORE THAN ONE OF
THE FOREGOING OR COMPLETES THE THIRD SELECTION BUT DOES NOT SPECIFY A DESIGNEE,
THE HOLDER WILL BE DEEMED TO HAVE DIRECTED THE TRUSTEE TO VOTE THEIR
EXCHANGEABLE SHARES AS INDICATED.
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DATED: ___________________, 2005. ____________________________________
Signature of Holder
____________________________________
Name of Holder
____________________________________
Number of Exchangeable Shares Held
NOTES:
1. This voting direction will not be valid and not be acted upon unless it is
completed as outlined herein and delivered to the attention of
Computershare Trust Company of Canada, Stock Transfer Department, 100
University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, not less than 24
hours before the time set for the holding of the Meeting or any
adjournment(s) thereof. The voting direction is valid only for the Meeting
or any adjournment(s) of the Meeting.
2. If this voting direction is not signed by the Holder of Exchangeable
Shares, the votes to which the Holder of the Exchangeable Shares is
entitled will not be exercised.
3. If the Holder is a corporation, its corporate seal must be affixed or it
must be signed by an officer or attorney thereof duly authorized.
4. This voting direction must be dated and the signature hereon should be
exactly the same as the name in which the Exchangeable Shares are
registered.
5. Persons signing as executors, administrators, trustees, etc., should so
indicate and give their full title as such.
6. A holder who has submitted a voting direction may revoke it at any time
prior to the Meeting. In addition to revocation in any other manner
permitted by law a voting direction may be revoked by instrument in writing
executed by the Holder or his attorney authorized in writing or, if the
Holder is a corporation, under its corporate seal or by an officer or
attorney thereof duly authorized and deposited at the office of the Trustee
at any time up to and including the last business day preceding the day of
the Meeting, or any adjournment thereof at which the voting direction is to
be acted upon or with a representative of the Trustee in attendance at the
Meeting on the day of the Meeting or any adjournment thereof, and upon
either of such deposits, the voting direction is revoked.