TLC THE LASER CENTER INC.
PROXY
Annual and Special Meeting of Shareholders of
TLC THE LASER CENTER INC.
to be held on November 4, 1999
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
OF TLC THE LASER CENTER INC.
The undersigned shareholder of TLC The Laser Center Inc. (the
"Corporation") hereby appoints Elias Vamvakas, President and a Director of the
Corporation, or, failing him, John F. Riegert, Secretary of the Corporation, or,
failing him, Peter Kastelic, Chief Financial Officer of the Corporation, 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 the Corporation to be held on
November 4, 1999 and at all adjournments thereof, upon the following matters:
1. TO VOTE FOR |_| 1 OR WITHHOLD |_| 2
or, if no specification is made, vote FOR the election of directors for
the respective terms stated in the accompanying management information
circular; provided that the undersigned wishes to withhold vote for the
following directors:
______________________________________________________________________
2. TO VOTE FOR |_| 3 OR AGAINST |_| 4
or, if no specification is made, vote FOR a resolution authorizing an
amendment to the articles of the Corporation to change the name of the
Corporation to "TLC Laser Eye Centers Inc.;
3. TO VOTE FOR |_| 5 OR AGAINST |_| 6
or, if no specification is made, vote FOR a resolution confirming the
amendment of By-Law No. 3 of the Corporation to reduce the quorum
requirement for a valid shareholders meeting;
4. TO VOTE FOR |_| 7 OR AGAINST |_| 8
or, if no specification is made, vote FOR a resolution ratifying,
confirming and approving the adoption of a Shareholder Rights Plan
agreement effective as of September [ ], 1999 between the Corporation and
CIBC Mellon Trust Company as Rights Agent;
5. TO VOTE FOR |_| 9 OR AGAINST |_| 10
or, if no specification is made, vote FOR a resolution authorizing the
Board of Directors of the Corporation to issue during the next two years
up to 500,000 common shares to doctors as compensation for providing
administrative or consulting services to the Corporation or its
subsidiaries;
6. TO VOTE FOR |_| 11 OR WITHHOLD |_| 12
or if no specification is made, vote FOR the continued appointment of
Ernst & Young as auditors of the Corporation and authorizing the directors
to fix the remuneration of the auditors; and
7. TO VOTE at the discretion of the proxy nominee on any amendments to the
foregoing and on such other business as may properly come before the
meeting or any adjournments thereof.
EXECUTED on the ___________________ day of _____________________, 1999
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Number of Common Shares Signature of Shareholder
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Name of Shareholder
(Please print clearly)
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 the secretary of
the Corporation c/o CIBC Mellon Trust Company, Proxy Dept., 320 Bay
Street, P.O. Box 1, Toronto, Ontario M5H 4A6 not later than the close of
business on November 2, 1999, 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 notice and management information
circular 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 management information circular entitled "General Proxy
Information - 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 by management of the Corporation.
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.