Exhibit 99.1
ZYMEWORKS INC.
(the “Company”)
Special Meeting of Securityholders
October 7, 2022
REPORT OF VOTING RESULTS
Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations
On October 7, 2022, the Company held a special meeting (the “Special Meeting”) of holders of: (i) common shares of the Company (each, a “Common Share” and the holders thereof, the “Zymeworks Shareholders”), (ii) pre-funded warrants to purchase Common Shares (the “Warrants”, and the holders thereof, the “Warrantholders”), (iii) and equity incentive awards (each, an “Incentive Award” and the holders thereof, the “Incentive Awardholders”) (the Zymeworks Shareholders, Warrantholders and Incentive Awardholders are collectively referred to herein as the “Securityholders”). At the Special Meeting, the Securityholders considered and voted upon a proposal to approve a series of transactions (the “Redomicile Transactions”) pursuant to which Zymeworks Delaware Inc., a Delaware corporation, would become the ultimate parent company of the Company pursuant to a statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia).
Securities Represented at the Special Meeting
Common Shares represented at the Special Meeting: | 30,955,015 | |
Total issued and outstanding Common Shares as at record date: | 61,694,387 | |
Percentage of issued and outstanding Common Shares represented: | 50.17% | |
Warrants represented at the Special Meeting: | 0 | |
Total issued and outstanding Warrants as at record date: | 4,794,224 | |
Percentage of issued and outstanding Warrants represented: | 0% | |
Incentive Awards represented at the Special Meeting: | 5,541,307 | |
Total issued and outstanding Incentive Awards as at record date: | 8,131,042 | |
Percentage of issued and outstanding Incentive Awards represented: | 68.15% |
Business of the Meeting
The resolution to approve the Redomicile Transactions received the following votes:
Votes For | % Votes For | Votes Against | % Votes Against | Votes Abstain | % Votes Abstain | |||||||
Zymeworks Shareholders, Warrantholders and Incentive Awardholders, voting together as a single class | 34,612,420 | 94.84% | 1,830,919 | 5.02% | 52,983 | 0.14% | ||||||
Zymeworks Shareholders, voting separately | 29,073,873 | 93.92% | 1,828,159 | 5.91% | 52,983 | 0.17% |
The final scrutineer’s report is attached to this report as Exhibit A.
No other business was voted upon at the Special Meeting.
Dated: October 7, 2022
Exhibit A
Final Scrutineer’s Report
ZYMEWORKS INC
SPECIAL MEETING OF SECURITYHOLDERS
HELD ON OCTOBER 7, 2022
PREPARED BY
COMPUTERSHARE INVESTOR SERVICES INC.
VANCOUVER
ZYMEWORKS INC
SPECIAL MEETING OF SECURITYHOLDERS
HELD ON OCTOBER 7, 2022
FINAL SCRUTINEER’S REPORT
COMBINED SECURITIES
0 | SECURITYHOLDER IN PERSON, REPRESENTING | 0 | SECURITIES | |||||||
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240 | SECURITYHOLDERS BY PROXY, REPRESENTING | 36,496,322 | SECURITIES | |||||||
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240 | TOTAL SECURITYHOLDERS, HOLDING | 36,496,322 | SECURITIES | |||||||
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TOTAL SECURITIES ISSUED AND OUTSTANDING AS AT RECORD DATE: | 74,619,653 | |||||||||
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PERCENTAGE OF OUTSTANDING SECURITIES REPRESENTED AT THE MEETING: | 48.91 | % | ||||||||
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/s/ ALEXA KWAN |
ALEXA KWAN |
SCRUTINEER |
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered securityholders and, if Computershare has mailed voting instruction forms (VIFs) directly to non-objecting beneficial owners (NOBOs) on behalf of the issuer, VIFs returned directly to us by NOBOs, combined with cumulative reports of beneficial holder voting compiled and submitted by one or more third parties. As such, Computershare is only responsible for, and warrants the accuracy of our own tabulation of proxies and VIFs. Computershare is not responsible for and does not warrant the accuracy of the cumulative reports of beneficial holder voting submitted by any third party.
If Computershare has mailed voting instruction forms directly to NOBOs on behalf of the issuer, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. Although Computershare reconciles these records to the Form 54-101F4 Omnibus Proxy delivered to us as required under National Instrument 54-101, in some cases insufficient securities may be held within intermediary positions at The Canadian Depository for Securities, Limited as at record date to support all securities represented. In these cases, if the situation cannot be rectified, over voting rules are applied as directed by the Chair.
Upon receipt of any cumulative reports of beneficial holder voting compiled and submitted by one or more third parties, Computershare reviews the total votes received for each intermediary and reconciles the number to the position available to the intermediary on any omnibus proxy or supplemental omnibus proxy received. In the event the intermediary’s position is insufficient to allow for the tabulation of the entire vote, Computershare may, but shall not be required to, take steps to rectify the situation. In the event the situation is not rectified, over voting rules are applied as directed by the Chair.
Acting on the direction of the Chair of the meeting, Computershare may have included in our reports, the details of beneficial holders attending in person, whose ownership or previous voting status we cannot confirm or verify but whose identity may be supported by documentation, such as a VIF issued by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the direction from the Chair, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.
ZYMEWORKS INC
SPECIAL MEETING OF SECURITYHOLDERS
HELD ON OCTOBER 7, 2022
FINAL SCRUTINEER’S REPORT
COMMON SHARES
0 | SHAREHOLDER IN PERSON, REPRESENTING | 0 | SHARES | |||||||
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136 | SHAREHOLDERS BY PROXY, REPRESENTING | 30,955,015 | SHARES | |||||||
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136 | TOTAL SHAREHOLDERS, HOLDING | 30,955,015 | SHARES | |||||||
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TOTAL SHARES ISSUED AND OUTSTANDING AS AT RECORD DATE: | 61,694,387 | |||||||||
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PERCENTAGE OF OUTSTANDING SHARES REPRESENTED AT THE MEETING: | 50.17 | % | ||||||||
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/s/ ALEXA KWAN |
ALEXA KWAN |
SCRUTINEER |
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered securityholders and, if Computershare has mailed voting instruction forms (VIFs) directly to non-objecting beneficial owners (NOBOs) on behalf of the issuer, VIFs returned directly to us by NOBOs, combined with cumulative reports of beneficial holder voting compiled and submitted by one or more third parties. As such, Computershare is only responsible for, and warrants the accuracy of our own tabulation of proxies and VIFs. Computershare is not responsible for and does not warrant the accuracy of the cumulative reports of beneficial holder voting submitted by any third party.
If Computershare has mailed voting instruction forms directly to NOBOs on behalf of the issuer, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. Although Computershare reconciles these records to the Form 54-101F4 Omnibus Proxy delivered to us as required under National Instrument 54-101, in some cases insufficient securities may be held within intermediary positions at The Canadian Depository for Securities, Limited as at record date to support all securities represented. In these cases, if the situation cannot be rectified, over voting rules are applied as directed by the Chair.
Upon receipt of any cumulative reports of beneficial holder voting compiled and submitted by one or more third parties, Computershare reviews the total votes received for each intermediary and reconciles the number to the position available to the intermediary on any omnibus proxy or supplemental omnibus proxy received. In the event the intermediary’s position is insufficient to allow for the tabulation of the entire vote, Computershare may, but shall not be required to, take steps to rectify the situation. In the event the situation is not rectified, over voting rules are applied as directed by the Chair.
Acting on the direction of the Chair of the meeting, Computershare may have included in our reports, the details of beneficial holders attending in person, whose ownership or previous voting status we cannot confirm or verify but whose identity may be supported by documentation, such as a VIF issued by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the direction from the Chair, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.
ZYMEWORKS INC
SPECIAL MEETING OF SECURITYHOLDERS
HELD ON OCTOBER 7, 2022
FINAL SCRUTINEER’S REPORT
INCENTIVE AWARDS
0 | INCENTIVE AWARDHOLDER IN PERSON, REPRESENTING | 0 | INCENTIVE AWARDS | |||||||
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104 | INCENTIVE AWARDHOLDERS BY PROXY, REPRESENTING | 5,541,307 | INCENTIVE AWARDS | |||||||
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104 | TOTAL INCENTIVE AWARDHOLDERS, HOLDING | 5,541,307 | INCENTIVE AWARDS | |||||||
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TOTAL INCENTIVE AWARDS ISSUED AND OUTSTANDING AS AT RECORD DATE: | 8,131,042 | |||||||||
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PERCENTAGE OF OUTSTANDING INCENTIVE AWARDS REPRESENTED AT THE MEETING: | 68.15 | % | ||||||||
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/s/ ALEXA KWAN |
ALEXA KWAN |
SCRUTINEER |
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered securityholders and, if Computershare has mailed voting instruction forms (VIFs) directly to non-objecting beneficial owners (NOBOs) on behalf of the issuer, VIFs returned directly to us by NOBOs, combined with cumulative reports of beneficial holder voting compiled and submitted by one or more third parties. As such, Computershare is only responsible for, and warrants the accuracy of our own tabulation of proxies and VIFs. Computershare is not responsible for and does not warrant the accuracy of the cumulative reports of beneficial holder voting submitted by any third party.
If Computershare has mailed voting instruction forms directly to NOBOs on behalf of the issuer, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. Although Computershare reconciles these records to the Form 54-101F4 Omnibus Proxy delivered to us as required under National Instrument 54-101, in some cases insufficient securities may be held within intermediary positions at The Canadian Depository for Securities, Limited as at record date to support all securities represented. In these cases, if the situation cannot be rectified, over voting rules are applied as directed by the Chair.
Upon receipt of any cumulative reports of beneficial holder voting compiled and submitted by one or more third parties, Computershare reviews the total votes received for each intermediary and reconciles the number to the position available to the intermediary on any omnibus proxy or supplemental omnibus proxy received. In the event the intermediary’s position is insufficient to allow for the tabulation of the entire vote, Computershare may, but shall not be required to, take steps to rectify the situation. In the event the situation is not rectified, over voting rules are applied as directed by the Chair.
Acting on the direction of the Chair of the meeting, Computershare may have included in our reports, the details of beneficial holders attending in person, whose ownership or previous voting status we cannot confirm or verify but whose identity may be supported by documentation, such as a VIF issued by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the direction from the Chair, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.
ZYMEWORKS INC
SPECIAL MEETING OF SECURITYHOLDERS
HELD ON OCTOBER 7, 2022
FINAL SCRUTINEER’S REPORT
WARRANTS
0 | WARRANTHOLDER IN PERSON, REPRESENTING | 0 | WARRANTS | |||||||
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0 | WARRANTHOLDER BY PROXY, REPRESENTING | 0 | WARRANTS | |||||||
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0 | TOTAL WARRANTHOLDER, HOLDING | 0 | WARRANTS | |||||||
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TOTAL WARRANTS ISSUED AND OUTSTANDING AS AT RECORD DATE: | 4,794,224 | |||||||||
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PERCENTAGE OF OUTSTANDING WARRANTS REPRESENTED AT THE MEETING: | 0.00 | % | ||||||||
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/s/ ALEXA KWAN |
ALEXA KWAN |
SCRUTINEER |
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered securityholders and, if Computershare has mailed voting instruction forms (VIFs) directly to non-objecting beneficial owners (NOBOs) on behalf of the issuer, VIFs returned directly to us by NOBOs, combined with cumulative reports of beneficial holder voting compiled and submitted by one or more third parties. As such, Computershare is only responsible for, and warrants the accuracy of our own tabulation of proxies and VIFs. Computershare is not responsible for and does not warrant the accuracy of the cumulative reports of beneficial holder voting submitted by any third party.
If Computershare has mailed voting instruction forms directly to NOBOs on behalf of the issuer, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. Although Computershare reconciles these records to the Form 54-101F4 Omnibus Proxy delivered to us as required under National Instrument 54-101, in some cases insufficient securities may be held within intermediary positions at The Canadian Depository for Securities, Limited as at record date to support all securities represented. In these cases, if the situation cannot be rectified, over voting rules are applied as directed by the Chair.
Upon receipt of any cumulative reports of beneficial holder voting compiled and submitted by one or more third parties, Computershare reviews the total votes received for each intermediary and reconciles the number to the position available to the intermediary on any omnibus proxy or supplemental omnibus proxy received. In the event the intermediary’s position is insufficient to allow for the tabulation of the entire vote, Computershare may, but shall not be required to, take steps to rectify the situation. In the event the situation is not rectified, over voting rules are applied as directed by the Chair.
Acting on the direction of the Chair of the meeting, Computershare may have included in our reports, the details of beneficial holders attending in person, whose ownership or previous voting status we cannot confirm or verify but whose identity may be supported by documentation, such as a VIF issued by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the direction from the Chair, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.
ZYMEWORKS INC
SPECIAL MEETING OF SECURITYHOLDERS
HELD ON OCTOBER 7, 2022
REPORT ON PROXIES
COMBINED SECURITIES
MOTIONS | NUMBER OF SECURITIES | PERCENTAGE OF VOTES CAST | ||||||||||||||||||||||||||||||
FOR | AGAINST | WITHHELD/ ABSTAIN | SPOILED | NON VOTE | FOR | AGAINST | WITHHELD/ ABSTAIN | |||||||||||||||||||||||||
Redomicile Resolution | 34,612,420 | 1,830,919 | 52,983 | 0 | 0 | 94.84 | % | 5.02 | % | 0.14 | % |
TOTAL SECURITYHOLDERS VOTED BY PROXY: | 240 | |||
TOTAL SECURITIES ISSUED & OUTSTANDING: | 74,619,653 | |||
TOTAL SECURITIES VOTED: | 36,496,322 | |||
TOTAL % OF SECURITIES VOTED: | 48.91 | % |
/s/ ALEXA KWAN |
ALEXA KWAN |
SCRUTINEER |
ZYMEWORKS INC
SPECIAL MEETING OF SECURITYHOLDERS
HELD ON OCTOBER 7, 2022
REPORT ON PROXIES
COMMON SHARES
NUMBER OF SHARES | PERCENTAGE OF VOTES CAST | |||||||||||||||||||||||||||||||
MOTIONS | FOR | AGAINST | WITHHELD/ ABSTAIN | SPOILED | NON VOTE | FOR | AGAINST | WITHHELD/ ABSTAIN | ||||||||||||||||||||||||
Redomicile Resolution | 29,073,873 | 1,828,159 | 52,983 | 0 | 0 | 93.92 | % | 5.91 | % | 0.17 | % |
TOTAL SHAREHOLDERS VOTED BY PROXY: | 136 | |||
TOTAL SHARES ISSUED & OUTSTANDING: | 61,694,387 | |||
TOTAL SHARES VOTED: | 30,955,015 | |||
TOTAL % OF SHARES VOTED: | 50.17 | % |
/s/ ALEXA KWAN |
ALEXA KWAN |
SCRUTINEER |
ZYMEWORKS INC
SPECIAL MEETING OF SECURITYHOLDERS
HELD ON OCTOBER 7, 2022
REPORT ON PROXIES
INCENTIVE AWARDS
NUMBER OF SECURITIES | PERCENTAGE OF VOTES CAST | |||||||||||||||||||||||||||||||
MOTIONS | FOR | AGAINST | WITHHELD/ ABSTAIN | SPOILED | NON VOTE | FOR | AGAINST | WITHHELD/ ABSTAIN | ||||||||||||||||||||||||
Redomicile Resolution | 5,538,547 | 2,760 | 0 | 0 | 0 | 99.95 | % | 0.05 | % | 0.00 | % |
TOTAL SECURITYHOLDERS VOTED BY PROXY: | 104 | |||
TOTAL SECURITIES ISSUED & OUTSTANDING: | 8,131,042 | |||
TOTAL SECURITIES VOTED: | 5,541,307 | |||
TOTAL % OF SECURITIES VOTED: | 68.15 | % |
/s/ ALEXA KWAN |
ALEXA KWAN |
SCRUTINEER |
ZYMEWORKS INC
SPECIAL MEETING OF SECURITYHOLDERS
HELD ON OCTOBER 7, 2022
REPORT ON PROXIES
WARRANTS
NUMBER OF WARRANTS | PERCENTAGE OF VOTES CAST | |||||||||||||||||||||||||||||||
MOTIONS | FOR | AGAINST | WITHHELD/ ABSTAIN | SPOILED | NON VOTE | FOR | AGAINST | WITHHELD/ ABSTAIN | ||||||||||||||||||||||||
Redomicile Resolution | 0 | 0 | 0 | 0 | 0 | 0.00 | % | 0.00 | % | 0.00 | % |
TOTAL WARRANTHOLDERS VOTED BY PROXY: | 0 | |||
TOTAL WARRANTS ISSUED & OUTSTANDING: | 4,794,224 | |||
TOTAL WARRANTS VOTED: | 0 | |||
TOTAL % OF WARRANTS VOTED: | 0.00 | % |
/s/ ALEXA KWAN |
ALEXA KWAN |
SCRUTINEER |
ZYMEWORKS INC.
SPECIAL MEETING
HELD ON OCTOBER 7, 2022
FINAL REPORT ON BALLOT (COMBINED SECURITIES)
MOTION
Redomicile Resolution
I, the undersigned scrutineer, hereby report that the result of the vote by ballot with respect to the above matter is as follows:
Shares | Percentage | |||||||
FOR THE MOTION: | 34,612,420 | 94.84 | % | |||||
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AGAINST THE MOTION: | 1,830,919 | 5.02 | % | |||||
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ABSTAIN THE MOTION: | 52,983 | 0.14 | % | |||||
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TOTAL: | 36,496,322 | 100.00 | % | |||||
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/s/ Alexa Kwan |
Alexa Kwan |
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties.
If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair.
In addition, acting on the instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.
ZYMEWORKS INC
SPECIAL MEETING
HELD ON OCTOBER 7, 2022
FINAL REPORT ON BALLOT (COMMON SHARES)
MOTION
Redomicile Resolution
I, the undersigned scrutineer, hereby report that the result of the vote by ballot with respect to the above matter is as follows:
Shares | Percentage | |||||||
FOR THE MOTION: | 29,073,873 | 93.92 | % | |||||
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AGAINST THE MOTION: | 1,828,159 | 5.91 | % | |||||
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ABSTAIN THE MOTION: | 52,983 | 0.17 | % | |||||
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TOTAL: | 30,955,015 | 100.00 | % | |||||
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/s/ Alexa Kwan |
Alexa Kwan |
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties.
If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic flies received by Computershare from intermediaries or their agents. As Computershare has no direct access to Intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair.
In addition, acting on the instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.