TLC LASER EYE CENTERS INC.
PROXY
Annual and Special Meeting of Shareholders of TLC Laser Eye Centers Inc.
to be held on _______________, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF
TLC LASER EYE CENTERS INC.
The undersigned shareholder of TLC Laser Eye Centers Inc. ("TLC")
hereby appoints Elias Vamvakas, President and a director of TLC, or, failing
him, Lloyd D. Fiorini, General Counsel and Secretary of TLC, or instead of any
of the foregoing, ___________________________, as proxy of the undersigned, to
attend, vote and act for and on behalf of the undersigned at the annual and
special meeting of shareholders of TLC to be held on _______, 2002 at _________,
Eastern Standard Time, at ___________________, and at all adjournments thereof,
upon the following matters:
1. TO VOTE FOR |_| AGAINST |_| ABSTAIN |_|
or, if no specification is made, vote FOR a resolution approving the
transactions contemplated by an agreement and plan of merger dated
as of August 25, 2001 by and among Laser Vision Centers, Inc., TLC
and a wholly owned subsidiary of TLC that provides for a wholly
owned subsidiary of TLC to merge with and into LaserVision; in the
merger, LaserVision would become a wholly owned subsidiary of TLC,
as fully described in the accompanying joint proxy
statement/prospectus;
2. TO VOTE FOR |_| AGAINST |_| ABSTAIN |_|
or, if no specification is made, vote FOR a resolution approving the
amendment of the articles of TLC to change the name of TLC to "TLC
VISION Corporation";
3. TO VOTE FOR |_| AGAINST |_| ABSTAIN |_|
or, if no specification is made, vote FOR a resolution approving the
continuance of TLC under the laws of New Brunswick and the adoption
of new by-laws of TLC;
4. TO VOTE FOR |_| AGAINST |_| ABSTAIN |_|
or, if no specification is made, vote FOR a resolution approving the
amendment of the articles of TLC to increase the maximum number of
directors from 10 to 15;
5. TO VOTE FOR |_| AGAINST |_| ABSTAIN |_|
or, if no specification is made, vote FOR a resolution approving the
repricing of certain options outstanding under TLC's amended and
restated stock option plan in the manner described in the
accompanying joint proxy statement/prospectus;
6. TO VOTE FOR |_| WITHHOLD |_|
or, if no specification is made, vote FOR the election of the
following directors for the terms and subject to the conditions
stated in the accompanying joint proxy statement/prospectus:
Elias Vamvakas Warren S. Rustand
Dr. Jeffery J. Machat John J. Klobnak+
John F. Riegert James M. Garvey+
Howard J. Gourwitz Dr. Richard Lindstrom+
Dr. William David Sullins, Jr. David S. Joseph+
Thomas N. Davidson
Provided that the undersigned wishes to withhold vote for the
following directors:
____________________________________________________________________
8. TO VOTE FOR |_| AGAINST |_| ABSTAIN |_|
or if no specification is made, vote FOR the continued appointment
of Ernst & Young as auditors of TLC and authorizing the directors to
fix the remuneration of the auditors; and
9. TO VOTE FOR |_| AGAINST |_| ABSTAIN |_|
of if no specification is made, vote FOR the grant of discretion to
the proxy nominee to vote on any amendments to the foregoing and on
such other business as may properly come before the meeting or any
adjournments thereof.
10. TO VOTE FOR |_| AGAINST |_| ABSTAIN |_|
or if no specification is made, vote FOR the adjournment or
postponement of the annual and special meeting.
The shares represented by this proxy will be voted as directed. If
no direction is indicated as to any item(s), they will be voted in favor of such
item(s).
EXECUTED on the _____________ day of ___________, 2002
_____________________________ ________________________________
Number of Common Shares Signature of Shareholder
________________________________
Name of Shareholder
(Please print clearly)
- 2 -
* Please see other side for notes on how to use this proxy.
+ The merger agreement provides for these individuals to be nominated for
election as directors, conditional upon the merger becoming effective, to hold
office until the next annual meeting of TLC shareholders or until his successor
is elected or appointed. If the merger is not approved, these individuals will
not be elected to the TLC board of directors.
NOTES:
1. A shareholder has the right to appoint a person to represent the
shareholder at the meeting other than the management representatives
designated in this proxy. Such right may be exercised by inserting in the
space provided the name of the other person the shareholder wishes to
appoint. Such other person need not be a shareholder.
2. To be valid, this proxy must be signed and deposited with CIBC Mellon
Trust Company, Proxy Dept., 200 Queen's Quay East, Unit #6, Toronto,
Ontario M5A 4K9 (Facsimile No. (416) 368-2502) not later than the close of
business on ____________________, 2002, or, if the meeting is adjourned,
48 hours (excluding Saturdays and holidays) before any adjourned meeting.
3. If an individual, please sign exactly as your shares are registered. If
the shareholder is a corporation, this proxy must be executed by a duly
authorized officer or attorney of the shareholder and, if the corporation
has a corporate seal, its corporate seal should be affixed. If the shares
are registered in the name of an executor, administrator or trustee,
please sign exactly as the shares are registered. If the shares are
registered in the name of the deceased or other shareholder, the
shareholder's name must be printed in the space provided, the proxy must
be signed by the legal representative with his name printed below his
signature and evidence of authority to sign on behalf of the shareholder
must be attached to this proxy.
4. Reference is made to the accompanying joint proxy statement/prospectus
(which is also a management information circular under Canadian laws) for
further information regarding completion and use of this proxy and other
information pertaining to the meeting. Before completing this proxy,
non-registered holders should carefully review the section in the
accompanying joint proxy statement/prospectus entitled "Information
Regarding the TLC Shareholder Meeting -- Non-Registered Shareholders" and
should carefully follow the instructions of the securities dealer or other
intermediary who sent this proxy.
5. If this proxy is not dated in the space provided, it is deemed to bear the
date on which it is mailed.
6. If a share is held by two or more persons, any one of them present or
represented by proxy at a meeting of shareholders may, in the absence of
the other or others, vote in respect thereof, but if more than one of them
are present or represented by proxy, they shall vote together in respect
of each share so held.