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POWER PLUS CORPORATION
Toronto Head Office
7850 Woodbine Avenue, Suite 201
Markham, Ontario
L3R 0B9
NOTICE OF AN ANNUAL GENERAL MEETING OF
COMMON SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the annual general meeting of holders of common
shares of POWER PLUS CORPORATION (the "Corporation") will be held in the
Manning Room, The Westin Hotel at 320 - 4th Avenue S.W., Calgary, Alberta,
T2P 2S6, at 11:00 a.m. (Calgary time), on Friday, September 12, 1997 for the
following purposes.
1. To receive the annual report of the board of directors and the consolidated
audited financial statements of the Corporation for the fiscal year ended
January 31, 1997.
2. To fix the board of directors of the Corporation at seven (7) members.
3. To elect directors for terms of office expiring at the first, second and
third succeeding annual meeting of shareholders.
4. To appoint BDO Dunwoody, Chartered Accountants, as the auditor of the
Corporation for the ensuing year and to authorize the board of directors to
fix their remuneration.
5. To approve certain directors, officers, consultants, advisors and employee
stock options.
6. To transact such other business as may be properly brought before the
meeting.
DATED at the City of Toronto, in the Province of Ontario, this 25th day of
July, 1997.
BY ORDER OF THE BOARD OF DIRECTORS
"SIGNED"
-------------------------------------
J. DOUGLAS ELLIOTT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
IMPORTANT
It is desirable that as many shares as possible be represented at the
meeting. If you do not expect to attend and would like your shares
represented, please complete the enclosed documents instrument of proxy and
return it as soon as possible in the envelope provided for that purpose. All
proxies, to be valid, must be deposited at the office of the Registrar and
Transfer Agent of the Corporation, Montreal Trust Company of Canada, 6th
Floor, 530 - 8th Avenue S.W., Calgary, Alberta, T2P 3S8, no later than
forty-eight (48) hours prior to the meeting or any adjournment thereof
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POWER PLUS CORPORATION
Toronto Corporate Office
7850 Woodbine Avenue, Suite 201
Markham, Ontario
L3R 0B9
MANAGEMENT INFORMATION CIRCULAR
PURPOSE OF SOLICITATION
This management information circular is furnished in connection with the
solicitation of proxies by the management of Power Plus Corporation (the
"Corporation"), for the use at the annual general meeting of common
shareholders of the Corporation to be held on Friday, September 12, 1997, in
the Manning Room, The Westin Hotel at 320 - 4th Avenue S.W., Calgary,
Alberta, T2P 2S6 at the hour of 11:00 o'clock in the forenoon, mountain
daylight savings time, or at any adjournment thereof for the purposes set out
in the accompanying notice of meeting (the "meeting"). Although it is
expected that the solicitation of proxies will be primarily by mail, proxies
may also be solicited personally or by telephone, telegraph or personal
interview by regular employees of the Corporation, at a nominal cost. In
accordance with National Policy No. 41, arrangements have been made with
brokerage houses and other intermediaries, clearing agencies, custodians,
nominees and fiduciaries to forward solicitation materials to the beneficial
owners of the common shares held of record by such persons and the
Corporation may reimburse such persons for reasonable fees and disbursements
incurred by them in so doing. The cost of any such solicitation will be
borne by the Corporation.
This information circular and the accompanying instrument of proxy will be
mailed to all registered shareholders of the Corporation on or about July 31,
1997.
VOTING OF PROXIES
All common shares represented at the meeting by properly executed proxies
will be voted (including the voting on any ballot), and where a choice with
respect to any matter to be acted upon has been specified in the instrument
of proxy, the common shares represented by the proxy will be voted in
accordance with such specification. IN THE ABSENCE OF ANY SUCH
SPECIFICATION, THE MANAGEMENT DESIGNEES, IF NAMED AS PROXY, WILL VOTE IN
FAVOUR OF THE MATTERS SET OUT THEREIN.
THE ENCLOSED INSTRUMENT OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE
MANAGEMENT DESIGNEES, OR OTHER PERSONS NAMED AS PROXY, WITH RESPECT TO
AMENDMENTS TO OR VARIATIONS OF MATTERS IDENTIFIED IN THE NOTICE OF MEETING
AND ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING. AS OF THE
DATE HEREOF, THE CORPORATION IS NOT AWARE OF ANY AMENDMENTS TO, VARIATIONS OF
OR OTHER MATTERS WHICH MAY COME BEFORE THE MEETING. IN THE EVENT THAT OTHER
MATTERS COME BEFORE THE MEETING, THEN THE MANAGEMENT DESIGNEES INTEND TO VOTE
IN ACCORDANCE WITH THE JUDGMENT OF THE MANAGEMENT OF THE CORPORATION.
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2
APPOINTMENT OF PROXY
A SHAREHOLDER HAS THE RIGHT TO DESIGNATE A PERSON, (WHO NEED NOT BE A
SHAREHOLDER OF THE CORPORATION), OTHER THAN J. DOUGLAS ELLIOTT AND MICHAEL J.
PERKINS, OFFICERS AND/OR DIRECTORS OF THE CORPORATION AND THE MANAGEMENT
DESIGNEES, TO ATTEND AND ACT FOR HIM OR HER AT THE MEETING. In accordance
with the by-laws of the Corporation, such right may be exercised by inserting
in the blank space provided, the name of the person or persons to be
designated and deleting therefrom, the names of the management designees or
by completing another proper instrument of proxy and delivering same to the
office of the Registrar and Transfer Agent of the Corporation, Montreal Trust
Company of Canada, 600, 530 - 8th Avenue S.W., Calgary, Alberta, T2P 3S8, no
later than forty-eight (48) hours prior to the meeting or any adjournment
thereof. The Corporation reserves the right to refuse acceptance of any
instrument of proxy received thereafter.
REVOCATION OF PROXIES
A shareholder who has given a proxy may revoke it as to any matter upon which
a vote has not already been cast pursuant to the authority conferred by the
proxy. A proxy may be revoked by either executing a proxy bearing a later
date or by executing a valid notice of revocation, either of the foregoing to
be executed by the shareholder or by his authorized attorney in writing, or,
if the shareholder is a corporation, under its corporate seal by an officer
or attorney thereof duly authorized, and by depositing the proxy bearing a
later date with the Registrar and Transfer Agent of the Corporation, Montreal
Trust Company of Canada, at any time up to and including the last business
day preceding the date of the meeting or any adjournment thereof at which the
proxy is to be used or by depositing the revocation of proxy with the
chairman of such meeting on the day of the meeting, or any adjournment
thereof, or in any other matter permitted by law. In addition, a proxy may
be revoked by the shareholder personally attending at the meeting and voting
his shares.
ADVICE TO BENEFICIAL SHAREHOLDERS
Shareholders who do not hold their shares in their own name (referred to
herein as "Beneficial Shareholders") are advised that only instruments of
proxy from shareholders of record can be recognized and voted at the meeting.
Beneficial Shareholders who complete and return a proxy must indicate
thereon the person (usually a brokerage firm) who holds their shares as a
registered shareholder. Every intermediary (usually a brokerage firm) has its
own mailing procedure, and provides its own return instructions, which should
be carefully followed. The instrument of proxy supplied to Beneficial
Shareholders is identical to that provided to registered shareholders.
However, its purpose is limited to instructing the registered shareholder how
to vote on behalf of the Beneficial Shareholder.
All references to shareholders in this management information circular, the
accompanying instrument of proxy and notice of meeting are to shareholders or
record unless specifically stated otherwise.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The Corporation is authorized to issue an unlimited number of common shares,
without nominal or par value of which, as at July 25, 1997, 7,620,730 common
shares are issued and outstanding and entitled to vote at the meeting on the
basis of one vote for each common share held. The Corporation also is
authorized to issue an unlimited number of preferred shares, without nominal
or par value, of which none are presently issued and outstanding.
Holders of common shares of record at the close of business on July 25, 1997
(the "record date"), are entitled to vote such common shares at the meeting on
the basis of one vote for each common share held except to the extent that, (i)
such person transfers his or her shares after the close of business on the
record date, and (ii) such transferee, at least ten (10) days prior to the
meeting, produces properly endorsed share certificates to the Secretary or
Transfer Agent of the Corporation or otherwise establishes his or her ownership
of the shares, in which case the transferee may vote those
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3
shares.
Paragraph 10.11 of By-law No. 2 of the Corporation provides that two (2)
shareholders, personally present and owning or representing by proxy not less
than ten percent (10%) of the issued common shares of the Corporation,
constitutes a quorum for the meeting in respect of holders of common shares.
As of the date of this management information circular, no person or
corporation, to the knowledge of the directors and the executive officers of
the Corporation, beneficially owns, directly or indirectly, or exercises
control or direction over more than ten (10%) percent of the voting rights
attached to the outstanding common shares of the Corporation that are
entitled to vote at the meeting.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
A. COMPENSATION OF EXECUTIVE OFFICERS
During the last fiscal period ended January 31, 1997, the Corporation or its
wholly owned subsidiaries employed ten (10) executive officers. The
aggregate cash compensation (including salaries, fees, director's fees,
commissions, bonuses paid for services rendered during the most recently
completed fiscal year, bonuses paid during the most recently completed fiscal
year for services rendered in a previous year, and any compensation other
than bonuses earned during the most recently completed fiscal year the
payment of which was deferred) paid to such executive officers by the
Corporation and its subsidiaries for services rendered during the fiscal
period ended January 31, 1997 was approximately $766,438.
B. COMPENSATION OF DIRECTORS
No cash compensation (including salaries, director's fees, commissions,
bonuses paid for services rendered during the most recently completed fiscal
year, bonuses paid during the most recently completed fiscal year for
services rendered in a previous year, and any compensation other than bonuses
earned during the most recently completed fiscal year the payment of which
was deferred), was paid to the directors by the Corporation for services
rendered during the fiscal period ended January 31, 1997.
The directors of the Corporation are entitled to receive reimbursement for
travelling and other expenses properly incurred while attending meetings of
the board of directors or any committee thereof or in the performance of
their duties as directors of the Corporation.
Executive officers of the Corporation who also act as directors of the
Corporation, did not receive any additional compensation for services
rendered in such capacity, other than as paid by the Corporation to such
executive officers in their capacity as executive officers. See
"Compensation of Executive Officers".
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4
C. PLANS AND SHARE OPTIONS
Pursuant to a resolution of the board of directors of the Corporation dated
June 20, 1996, the Corporation established a stock option plan for the board
of directors, management and employees of the Corporation (the "Plan"). The
shareholders approved and ratified the adoption of the Plan at the last
annual general and special meeting of shareholders. The purpose of the Plan
is to afford persons who provide services to the Corporation, whether as
directors, management, employees or otherwise, an opportunity to obtain a
proprietary interest in the Corporation by permitting them to purchase common
shares of the Corporation and to aid in attracting, as well as retaining and
encouraging the continuing involvement of such persons with the Corporation.
Subject to the terms of the Plan, the board of directors have full authority
to administer the Plan upon such terms as the board of directors, in their
sole discretion, shall determine, provided no option shall be granted under
the Plan after July 10, 2001. Up to ten percent (10%) of the issued and
outstanding common shares of the Corporation, from time-to-time on a
non-diluted basis, have been reserved and set aside for issuance upon
exercise of options which may be granted pursuant to the Plan. A copy of the
Plan may be obtained at no charge by each shareholder of the Corporation upon
written request being made to the chief financial officer of the Corporation,
at the executive offices of the Corporation.
No stock options were granted to executive officers or directors during the
last fiscal year ended January 31, 1997 or during the interim fiscal period
ended April 30, 1997.
There are no stock options issued and outstanding as at the date hereof.
However, the board of directors of the Corporation has resolved, subject to
regulatory approval, to reserve for issuance up to and until September 30,
1997, stock options to purchase up to and including 950,000 common shares of
the Corporation for granting to the Corporation's directors, officers,
employees, advisors and consultants, at an exercise price of $1.25.
D. OTHER COMPENSATION
The Corporation does not have any pension or retirement plans. There is no
plan or arrangement in respect of compensation received or that may be
received by executive officers or directors in the most recently completed
fiscal year with a view to compensating those officers in the event of their
termination of employment or a change of responsibilities following a change
of control.
Other than as herein set forth, the Corporation did not pay any additional
compensation to the executive officers or directors (including personal
benefits and securities or properties paid or distributed which compensation
was not offered on the same terms to all full time employees), during the
last completed fiscal year.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
Other than as herein set forth, no director, executive officer nor any of
their respective associates or affiliates is or has been at any time since
the beginning of the last completed fiscal year indebted to the Corporation
or any of its subsidiaries.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
There are no material interests, direct or indirect, of the current
directors, executive officers, and shareholders who beneficially own,
directly or indirectly, more than ten percent (10%) of the outstanding common
shares or any known associate or affiliates of such persons, in any
transaction which has materially affected the Corporation other than as
hereinafter set forth.
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5
PARTICULARS OF MATTERS TO BE ACTED UPON
To the knowledge of the board of directors of the Corporation, the only
matters to be brought before the meeting are those matters set forth in the
accompanying notice of meeting.
A. MANAGEMENT REPORT
The board of directors of the Corporation have approved all of the
information in the Annual Report that accompanies this present management
information circular, including the consolidated audited financial statements
of the Corporation for the fiscal year ended January 31, 1997 delivered
therewith.
B. FIXING NUMBER OF DIRECTORS
At the last annual general and special meeting of shareholders held on July
24, 1996, the shareholders resolved to fix the board of directors at five (5)
members. For this forthcoming year, it is proposed that the board of
directors shall consist of seven (7) members. Management therefore intends
to place before the meeting, for approval, with or without modification, a
resolution fixing the board of directors at seven (7) members for the next
ensuing year.
C. ELECTION OF DIRECTORS
At a meeting held on July 24, 1996, the shareholders of the Corporation
adopted a special resolution to amend the Articles and By-laws of the
Corporation to provide for the election and retirement of the directors of
the Corporation in rotation and provisions governing the removal of directors
at a special meeting of the shareholders of the Corporation. The amendments
divided the board of directors into three classes, as nearly equal in number
as the then total number of directors permitted. At the same meeting, G.
Thomas Alison was elected as a director of the Corporation, to hold a term of
office, expiring on the next succeeding annual meeting of shareholders; Eric
D.Sigurdson and Harley Mintz were elected as directors, each for a term of
office expiring at the second succeeding annual meeting of shareholders; and
J. Douglas Elliott and R. Bruce Freeman were elected as directors, each for a
term of office expiring at the third succeeding annual meeting of
shareholders. Nothwithstanding the election of Messrs. Alison, Bronson and
Mintz, they were not able to stand as directors as other terms of their
directorships, including the Corporation obtaining satisfactory officers' and
directors' liability insurance, could not be met. The required insurance,
however, has since been procured.
It is the intention of the management designees, if named as proxy, to vote
for the election of John S. Bronson, Harley Mintz, David A. Williams and
Michel Dubuc to the board of directors. Management does not contemplate that
such nominees will be unable to serve as directors; however, if for any
reason any of the proposed nominees does not stand for election or is unable
to serve as such, proxies in favour of management designees will be voted for
another nominee in their discretion unless the shareholder has specified in
his proxy that his or her shares are to be withheld from voting in the
election of directors.
If elected, John S. Bronson and Harley Mintz will serve as directors, each
for a term of office expiring at the third succeeding annual meeting of
shareholders following the meeting, David A. Williams will serve as a
director for a term of office expiring at the second succeeding annual
meeting of shareholders following the meeting, and Michel Dubuc will serve as
a director for a term of office expiring on the first succeeding annual
meeting of shareholders following the meeting.
The following table sets forth the name of the persons proposed to be nominated
for election as directors, all positions and offices in the Corporation
presently held by them, their municipality of residence, principal occupation at
the present and during the preceding five years, the period during which he or
she has served as a director, and the number of voting common shares of the
Corporation that he or she has advised are beneficially owned by him or her,
directly or indirectly, or over which
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6
control or direction is exercised, as of the date hereof.
<TABLE>
<CAPTION>
NUMBER OF
VOTING SHARES
OWNED
NAME AND BENEFICIALLY AS % OF ISSUED
MUNICIPALITY PRESENT PRESENT OCCUPATION AND POSITIONS HELD DURING THE AT THE DATE VOTING SHARES
OF RESIDENCE OFFICE LAST FIVE YEARS HEREOF OWNED (1)
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<S> <C> <C> <C> <C>
John S. N/A Executive Vice President of Human Resources 75,000 less than 1%
Bronson of Pepsi-Cola Worldwide Beverage Co.; Mr.
Greenwich, CT Bronson, who has held numerous senior
management positions within the PepsiCo
organization, brings a depth of multiple
unit retail organizational experience and
marketing background with his commitment to
the Corporation.
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Harley Mintz, N/A Managing Partner of Mintz & Partners, 70,000 less than 1%
FCA Chartered Accountants, since 1982; Mintz &
Toronto, Partners is the 15th largest accounting
Ontario firm in Canada. As a member of NEXIA
International, Mintz & Partners is also
part of the 15th largest accounting
organization in the world, with affiliates
in seven Canadian cities in more than 80
countries.
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David A. N/A Principal of Roxborough Holdings Limited 710,000 9.3%
Williams and an active private investor who, amongst
Toronto, his diverse interests, seeks out special
Ontario situation small cap opportunities,
committing time, capital and experience to
companies he invests in to assist them
strategically during their high growth
phase of development; Mr. Williams was
formerly the President and Chairman of
Beutel, Goodman, an accomplished Canadian
investment counselling firm, during a
period of extraordinary growth when that
firm expanded to over $11.6 billion under
management.
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Michel Dubuc N/A Architect Associate AIA and principal of nil n/a
Montreal, Michel Dubuc Concepts; Michel Dubuc Concept
Quebec brings together a full time staff of 45
Architects, Interior Designers and Graphic
Artists to offer innovative and market
sensitive design solutions for individual
and chain retailers; Mr. Dubuc, who has won
numerous design awards, has conceptualized
and implemented over 1,200 projects in
North America; Mr. Dubuc was commissioned
to assist in the development of the new
generation of POWERFUL STUFF stores.
</TABLE>
NOTES:
(1) Percentage of issued voting common shares was calculated by dividing the
number of common shares held (excluding any common shares that may be
obtained upon the exercise of any warrants or options) by the number of
common shares issued and outstanding as at the date hereof.
Voting shares beneficially owned as at the date hereof by all executive
officers, directors and proposed nominees as a group is 795,000 common
shares, or 10.4% of the issued voting shares.
The term of office for each class of the board of directors and the members
of each class, including the proposed nominees, are as follows.
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<TABLE>
<CAPTION>
CLASS NAME OF DIRECTOR EXPIRY OF TERM
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<S> <C> <C>
First Eric D. Sigurdson (incumbent) Term of office expiring at the first succeeding
Michel Dubuc annual meeting of shareholders
Second J. Douglas Elliott (incumbent) Term of office expiring at the second succeeding
R. Bruce Freeman (incumbent) annual meeting of shareholders
David A. Williams
Third Harley Mintz Term of office expiring at the third succeeding
John S. Bronson annual meeting of shareholders
</TABLE>
During the last fiscal year, the board of directors held sixteen (16)
meetings, at which all members attended. However, the minutes of such
meetings together with all other consent resolutions of the board of
directors were distributed to all directors for signature and approval.
The Corporation is required to have an Audit Committee, which currently
consists of R. Bruce Freeman (Chairman), Eric D. Sigurdson and J. Douglas
Elliott. The general function of the Audit Committee is to review the
overall audit plan and system of internal controls of the Corporation, and
the results of the external audit and to resolve any problems with the
Corporation's auditor. During the fiscal year ended January 31, 1997, the
Audit Committee held six (6) meetings at which all members attended. Upon
Messrs. Mintz and Bronson being elected and standing to the board of
directors, they will be appointed members of the Audit Committee.
The Corporation's board of directors has also established a Management
Committee, which currently consists of J. Douglas Elliott and R. Bruce
Freeman. The Management Committee during the intervals between meetings of
the board of directors, is entitled to exercise all powers of the board of
directors in respect of the management and direction of the business and
affairs of the Corporation (save and except only those specified in Section
111 of the BUSINESS CORPORATIONS ACT (Alberta)), in all cases in which
specific direction shall not have been given by the board of directors.
The Corporation has no other standing committees of the board of directors.
The Corporation has formed an Advisory Compensation Committee which is
composed of John S. Bronson (Chairman), Harley Mintz and Eric D. Sigurdson.
The general function of this Advisory Compensation Committee is to review the
overall compensation policy of the Corporation and to ensure an independent
review of compensation for officers and directors of the Corporation. Upon
Messrs. Bronson and Mintz standing as directors, the Advisory Compensation
Committee will then be duly constituted as a standing committee of the board
of directors.
The Corporation has also formed an Advisory Council composed of a number of
diversified and accomplished business executives, experienced and acclaimed
in their respective fields of endeavour. Mr. John S. Bronson is currently
Chairman of the Advisory Council and Managing Advisor, International
Relations. The general function of the Advisory Council is to act as an
action-oriented, think-tank resource group to assist and support the
Corporation's board of directors and its management team to execute and
expand upon the strategic corporate business plan. In some circumstances the
Advisory Council will serve as a forum for certain members to be considered
for future directorships, as in the case of Messrs. Bronson, Mintz, Williams
and Dubuc, all of whom are now standing for election to the board of
directors of the Corporation. Areas of targeted expertise include marketing,
merchandising, real estate, franchising, human resources, public relations,
finance, and international affairs. The directors will augment the
membership of the Advisory Council from time-to-time, but currently its
members include John S. Bronson, Frederick Ley (human resources), Harley
Mintz (corporate structuring and taxation), Stephen Mamarchev (market
research), David A. Williams (strategic planning) and Michel Dubuc (store
design). Upon Messrs. Bronson, Mintz, Williams and Dubuc being elected and
standing as directors, they will no longer serve as members of the
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8
Advisory Council.
E. APPOINTMENT OF AUDITOR
Unless such authority is withheld, the management designees, if named as
proxy, intend to vote the shares represented by any such proxy for the
appointment of BDO Dunwoody, Chartered Accountants, Toronto, Ontario, as
auditor of the Corporation for the next ensuing year. BDO Dunwoody,
Chartered Accountants, were first appointed as the Corporation's auditor on
April 6, 1996.
F. APPROVAL OF DIRECTORS, OFFICERS, CONSULTANTS AND EMPLOYEES STOCK OPTIONS
Approval of the holders of common shares is sought for the granting of
directors, officers, consultants and employee stock options.
Current regulations provide that no more than ten percent (10%) of the issued
share capital of the Corporation can be subject to directors, officers,
consultants and employee stock options at any one time.
The complete text of the resolution which management intends to place before
the meeting for approval, confirmation and adoption, with or without
modification, is as follows:
"BE IT HEREBY RESOLVED as an ordinary resolution of the Corporation that:
1. subject to regulatory approval, the granting of options to purchase up
to and including 950,000 common shares of the Corporation at an
exercise price of $1.25 per common share, which options may be issued
up to and until September 30, 1997, to such officers, directors,
advisors, consultants and employees of the Corporation as the board of
directors in their sole discretion deem advisable, be and is hereby
approved, confirmed and adopted; and
2. any one (1) of the directors or officers of the Corporation be and is
hereby authorized and instructed to make, obtain or execute all such
applications, authorizations, certificates, documents, instruments and
all forms prescribed by any regulatory bodies having jurisdiction as
may be necessary or desirable for the implementation of this
resolution."
GENERAL
All matters to be brought before the meeting require, for the passing of
same, a simple majority of the votes cast at the meeting by the holders of
common shares. If a majority of the common shares represented at the meeting
should be voted against the appointment of BDO Dunwoody, Chartered
Accountants, as auditor of the Corporation, the board of directors will
appoint another firm of chartered accountants based upon the recommendation
of the Audit Committee, which appointment for any period subsequent to the
1997 annual meeting of shareholders shall be subject to approval by the
shareholders at the meeting.
The contents and the sending of this management information circular have
been approved by the board of directors of the Corporation.
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9
CERTIFICATE
The foregoing contains no untrue statement of a material fact and does not
omit to state a material fact that is required to be stated or that is
necessary to make a statement not misleading in the light of the
circumstances in which it was made.
DATED at the City of Toronto, in the Province of Ontario, this 25th day of
July, 1997.
BY ORDER OF THE BOARD OF DIRECTORS
"Signed"
----------------------------------------
J. DOUGLAS ELLIOTT
Chairman, Chief Executive Officer
and President
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POWER PLUS CORPORATION
INSTRUMENT OF PROXY
THIS PROXY IS SOLICITED BY MANAGEMENT AND WILL BE USED AT THE ANNUAL GENERAL
MEETING OF COMMON SHAREHOLDERS OF POWER PLUS CORPORATION. THE COSTS OF
SOLICITATION WILL BE BORNE BY POWER PLUS CORPORATION
The undersigned, being a common shareholder of Power Plus Corporation (the
"Corporation"), hereby appoints J. Douglas Elliott, Chief Executive Officer and
President and Chairman of the board of directors of the Corporation, or failing
him Michael J. Perkins, Secretary and director of the Corporation, or in the
place and stead of the foregoing, ____________________________________ the true
and lawful attorney and proxy of the undersigned with power of substitution to
attend, to act and vote in respect of the common shares held by the undersigned
at the annual general meeting of the common shareholders of the Corporation to
be held on September 12, 1997, and any adjournment thereof. The undersigned
hereby instructs said proxy to vote the common shares represented by this
instrument of proxy in the following manner.
1. FOR [ ] AGAINST [ ] ABSTAIN [ ]
To receive the annual report of the board of directors and the consolidated
audited financial statements of the Corporation for the fiscal year ended
January 31, 1997.
2. FOR [ ] AGAINST [ ] ABSTAIN [ ]
To fix the board of directors at seven (7) members.
3. FOR [ ] OR WITHHOLD FROM VOTING [ ]
The election as directors for the nominees named in the management information
circular accompanying this instrument of proxy for terms of office set out in
the management information circular.
4. FOR [ ] OR WITHHOLD FROM VOTING [ ]
The appointment of BDO Dunwoody, Chartered Accountants, Toronto, Ontario as the
auditor of the Corporation for the next ensuing financial year at a remuneration
to be fixed by the directors.
5. FOR [ ] OR WITHHOLD FROM VOTING [ ]
To approve and adopt, with or without modification, the ordinary resolution as
more particularly set for in the management information circular accompanying
this instrument of proxy relating to the granting of certain stock options.
DATED this day of , 1997.
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-------------------------------
(Signature of Shareholder)
-------------------------------
(Name of Shareholder)
-------------------------------
(Number of Shares Voted)
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IMPORTANT INSTRUCTIONS
Where a choice in respect to any matter to be acted upon is specified in this
instrument of proxy, the common shares represented by this instrument of proxy
will be voted in accordance with such specifications. IF NO DESIGNATION IN
FAVOUR OF OR AGAINST ANY MATTER SET OUT ABOVE IS MADE, THE MANAGEMENT DESIGNEES,
IF NAMED AS PROXY, WILL VOTE IN FAVOUR OF ALL MATTERS SET OUT HEREIN. THIS
INSTRUMENT OF PROXY ALSO CONFERS DISCRETIONARY AUTHORITY UPON THE MANAGEMENT
DESIGNEES OR OTHER PERSONS NAMED AS PROXY WITH RESPECT TO ANY AMENDMENT OR
VARIATION OF ANY OF THE PROPOSALS SET OUT ABOVE OR OTHER MATTERS WHICH MAY
PROPERLY COME BEFORE THE MEETING. MANAGEMENT IS NOT AWARE AT THE DATE HEREOF OF
ANY SUCH AMENDMENTS, VARIATIONS OR OTHER MATTERS TO BE PRESENTED AT THE MEETING.
To be valid, this instrument of proxy must be received by Corporate Shareholder
Services Inc., Suite 1485, 550 - 6th Avenue S.W., Calgary, Alberta T2P 0S2, no
later than forty-eight (48) hours prior to the meeting or any adjournment
thereof.
A COMMON SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A
SHAREHOLDER), TO ATTEND AND ACT FOR HIM ON HIS BEHALF AT THE MEETING OTHER THAN
THE PERSONS DESIGNATED ABOVE. TO EXERCISE THIS RIGHT, THE SHAREHOLDER MAY
INSERT THE NAME OF THE DESIRED PERSON IN THE BLANK SPACE PROVIDED IN THIS
INSTRUMENT OF PROXY AND STRIKE OUT THE OTHER NAMES OR MAY SUBMIT ANOTHER
APPROPRIATE INSTRUMENT OF PROXY.
This instrument of proxy when mailed by the Corporation is undated. In the
event that same is not dated when returned by the shareholder, then same shall
be deemed to be dated as of the date that same was mailed by the Corporation.
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<PAGE>
[LETTERHEAD]
POWER PLUS CORPORATION
SUPPLEMENTAL MAIL LIST
RETURN CARD
NOTE: If you wish to be included in the Supplementary Mailing List of
Power Plus Corporation in order to receive its interim financial
statements, please complete and return this card.
TO: POWER PLUS CORPORATION
TORONTO CORPORATE OFFICE
ATTENTION: INVESTOR RELATIONS
7850 WOODBINE AVENUE, SUITE 201
MARKHAM, ONTARIO
L3R 0B9
The undersigned certifies that the undersigned is the owner of securities of
Power Plus Corporation and requests that the undersigned be placed on the
Supplementary Mailing List of Power Plus Corporation for its interim
financial statements.
DATED: ________________________ ______________________________________
NAME
______________________________________
ADDRESS
______________________________________
______________________________________
______________________________________
SIGNATURE
______________________________________
NAME AND TITLE OF PERSON SIGNING
IF DIFFERENT FROM NAME ABOVE.
