Questions and Answers
The following Questions and Answers are intended to address some of the key aspects of the Meeting (as defined below). This section is a summary only and is qualified in its entirety by the more detailed information contained elsewhere in this Circular (as defined below). Capitalized terms which are not defined in this Questions and Answers section have the meaning given to them elsewhere in this Circular. Shareholders are urged to read this Circular in its entirety.
WHAT IS THE PURPOSE OF THE MEETING?>
At the Meeting, you will be voting, among other things, on the election of four new, independent board members that are committed to increasing the value of your investment in Crescent Point (as defined below). The Cation Nominees (as defined below) have been selected because of their considerable expertise and experience relevant to executing our strategy at Crescent Point. The other matters to be acted upon at the Meeting are described in this Circular.
WHY SHOULD I VOTE?>
You own shares of Crescent Point and you have a say in Crescent Point’s future. Take this opportunity to voice your concern over the current business strategy and erosion of shareholder value. Vote for the Cation Nominees who have a vision for a clear path to significant shareholder value creation.
As described in greater detail in this Circular, Cation (as defined below) is concerned that the existing directors are not aligned with shareholders and are pursuing a business strategy that will continue to erode shareholder value.
Through their shareholdings in Crescent Point, Cation and the Cation Nominees are aligned in interest with shareholders and Cation is proposing four new, independent board members – each of whom brings outstanding expertise and experience relevant to the required change in strategy at Crescent Point. Cation believes that a renewed Board (as defined below) will be able to make the changes needed to enhance value for all shareholders.
ONLY SHAREHOLDERS CAN EFFECT THE CHANGE NEEDED AT CRESCENT POINT
WHO IS SOLICITING MY PROXY?>
Cation is soliciting your proxy for use at the Meeting. Cation and the Cation Nominees collectively hold more than double the aggregate 703,143 shares held by the incumbent non-employee directors.
Cation, together with its affiliates and associates, is a private equity investment firm formed in Alberta. Cation, its employees and affiliates are investors in Crescent Point and as such have a strategic and financial interest in Crescent Point that will benefit all shareholders. Cation’s principals have extensive experience in the energy space and make investments in entities where they believe they can effect change and improve shareholder returns.
HOW DO YOU RECOMMEND I VOTE?>
Cation recommends that you vote only the BLUE proxy or BLUE VIF as follows:
- FOR fixing the number of directors of the Board at ten.
- FOR the election of the Cation Nominees:
FOR Dallas J. Howe
FOR Herbert C. Pinder
FOR Thomas A. Budd
FOR Sandy L. Edmonstone
- FOR the reappointment of PricewaterhouseCoopers LLP as the auditors of Crescent Point to hold office until the next annual general meeting of shareholders at a remuneration to be determined by the Board.
- NO RECOMMENDATIONregarding the approval of each of the following (collectively, the "Share-Based Compensation Resolutions"):
- an ordinary resolution amending the RSBP to increase the number of shares to be reserved for issuance under the RSBP by 6 million;
- an ordinary resolution adopting the Stock Option Plan with a maximum number of shares to be reserved for issuance thereunder of 13 million; and
- an ordinary resolution ratifying and approving the prior grant of an aggregate of 2,988,032 options to certain employees under the Stock Option Plan.
- AGAINST the approval of an advisory resolution accepting the Company’s approach to executive compensation.
You must indicate a “FOR” vote with respect to no more than 10 of the 14 nominees listed on the BLUE form of proxy orBLUE VIF. If more than 10 nominees are voted “FOR”, only the first 10 will be recorded.
Cation believes the Company's executive compensation program is shockingly disconnected from the Company's performance and unjustly enriches a leadership team that has presided over the complete evisceration of shareholders’ value. However, Cation is not providing a recommendation regarding the Share-Based Compensation Resolutions as Cation does not believe that regular employees of Crescent Point that are not members of the senior leadership team should incur personal financial penalties for the strategic and governance failings of the Board and management. If the Share-Based Compensation Resolutions only affected those responsible for the destruction of value at Crescent Point, Cation would have recommended you vote against each of the Share-Based Compensation Resolutions.
WHY DOES THE BLUE FORM OF PROXY OR BLUE VOTING INSTRUCTION FORM ONLY RECOMMEND “FOR” FOUR NOMINEES?>
Throughout Cation’s attempts to engage with the Company, we have been clear that we want to work constructively with the core of the Board and recommend nominees we believe are additive to the overall composition of the Board. In order to ensure continuity on the Board, we believe that leaving six spots open for current Board members is a prudent decision. At the meeting, shareholders will vote to set the Board at ten directors, leaving six spots for the existing Board members.
WHEN AND WHERE IS THE MEETING?>
The Meeting is scheduled to be held on Friday, May 4, 2018 at 10:00 a.m. (Calgary time) at the Hyatt Regency, Imperial Ballroom located at 700 Centre Street SE, Calgary, Alberta.
WHO IS ENTITLED TO VOTE?>
Shareholders owning shares as of the close of business on March 22, 2018 are entitled to vote. Only registered shareholders at the close of business on the Record Date (as defined below) are entitled to notice of the Meeting and to vote at the Meeting unless, after the Record Date, a registered shareholder transfers his or her shares and the transferee, not later than 10 days before the Meeting, establishes ownership of the shares and demands that the transferee’s name be included on the list of shareholders entitled to vote at the Meeting. For questions or assistance related to this process, please contact Cation's strategic shareholder advisor and proxy solicitor, D.F. King, at 1-800-835-0437 toll-free in North America, or 1-201-806-7301 outside of North America (collect calls accepted), or by e-mail at email@example.com. Each share is entitled to one vote on those items of business identified in the notice of Meeting dated March 22, 2018 sent by Crescent Point.
HOW MANY SHARES ARE ENTITLED TO VOTE?>
As of March 22, 2018, to Cation’s knowledge, there were 549,040,675 shares outstanding, as stated in the Management Circular (as defined below). Each shareholder has one vote for each share held as of the close of business on March 22, 2018.
HOW DO I VOTE MY BLUE FORM OF PROXY OR BLUE VOTING INSTRUCTION FORM?>
If you are a non-registered (beneficial) shareholder, you may vote in person, by Internet, by fax, by telephone or by mail or delivery as follows:
To vote in person: Insert your name in the space provided on the enclosed BLUE voting instruction form or submit any other document in writing to your nominee (i.e. broker, advisor, trust company) that requests that you should be appointed as proxy. Then, follow the instructions on the BLUE voting instruction form and sign and return the BLUE voting instruction form in accordance with the instructions provided. Before the official start of the Meeting on May 4, 2018, register with the representative(s) from Computershare Trust Company of Canada (“Computershare”) who will be located at a welcome table just outside the meeting room.
To vote by Internet: Go to www.proxyvote.com and enter your 16-digit control number located on the enclosed BLUE voting instruction form. If you are a U.S. resident, follow the instructions provided with your BLUE voting instruction form or other proxy document.
To vote by fax: Properly complete, sign and date your BLUE voting instruction form and return it by fax to 905-507-7793 or toll free to 1-866-623-5305. If you are a U.S. resident, follow the instructions provided with your BLUE voting instruction form or other proxy document.
To vote by telephone: If you are a Canadian beneficial holder, call 1-800-474-7493 (English) or 1-800-474-7501 (French). You will require a 16-digit control number (located on the front of your BLUE voting information form) to identify yourself to the system. If you are a U.S. beneficial holder, call 1-800-454-8683; you will also require a 16-digit control number.
To vote by mail or delivery: Complete, sign and date your BLUE voting instruction form and return it in the postage prepaid envelope provided to the address set out on the envelope.
If you are a registered shareholder, you may vote in person, by email, by fax, or by mail or delivery as follows:
To vote in person: You do not need to complete and return the enclosed BLUE form of proxy. All you need to do is to come to the Meeting with your BLUE form of proxy. Before the official start of the Meeting on May 4, 2018, register with the representative(s) from Computershare who will be located at a welcome table just outside the meeting room.
To vote by email: Complete, sign and date your BLUE form of proxy. Scan both sides of the proxy and return it by email to: firstname.lastname@example.org.
To vote by fax: Properly complete, sign and date your BLUE form of proxy and return it by facsimile to D.F. King at 1-888-509-5907 toll-free or 1-647-351-3176.
To vote by mail or delivery: Properly complete, sign and date the BLUE form of proxy and return it in the postage prepaid envelope provided to D.F. King, 1 Toronto Street, Suite 1200, Toronto, ON M5C 2V6.
WHAT IS THE DIFFERENCE BETWEEN A NON-REGISTERED (BENEFICIAL) AND A REGISTERED SHAREHOLDER?>
You are a ‘‘registered shareholder’’ if your shares are held in your name and you are in possession of a share certificate that indicates the same.
Most shareholders are not registered shareholders but are ‘‘non-registered (beneficial) shareholders”. You are a non-registered (beneficial) shareholder if your shares are held by a broker, advisor, trust company or similar person.
To find out what type of shareholder you are, call D.F. King at 1-800-835-0437 toll-free in North America, or 1-201-806-7301 outside of North America (collect calls accepted).
WHAT HAPPENS IF I SIGN THE BLUE FORM OF PROXY OR BLUE VOTING INSTRUCTION FORM ENCLOSED WITH THIS CIRCULAR?>
If you sign and return the enclosed BLUE form of proxy or BLUE voting instruction form in accordance with the instructions provided, you will give authority to Cation’s representatives, or to any other person you have appointed, to vote your shares at the Meeting.
HOW WILL MY PROXY BE VOTED?>
You can choose how to vote by checking the appropriate boxes on the BLUE form of proxy or BLUE voting instruction form. If you do not specify how you want your shares to be voted on a particular issue, then your proxy holder may vote your shares as he or she sees fit.
Unless contrary instructions are provided, shares represented by proxies where representatives of Cation are appointed as proxyholders will be voted “FOR” fixing the number of directors to be elected at the Meeting at ten; “FOR” the election of the Cation Nominees: Dallas J. Howe, Herbert C. Pinder, Thomas A. Budd and Sandy L. Edmonstone; “FOR” the reappointment of PricewaterhouseCoopers LLP as the auditors of Crescent Point to hold office until the next annual general meeting of shareholders at a remuneration to be determined by the Board; “AGAINST” the approval of an advisory resolution accepting the Company’s approach to executive compensation and will not be voted in respect of any of the Share-Based Compensation Resolutions.
WHAT IF I ALREADY VOTED THE WHITE PROXY AND HAVE CHANGED MY MIND?>
Even if you have already voted using the white management form of proxy or white voting instruction form you have every right to change your vote. Only the later dated proxy or voting instruction form will be counted at the Meeting. Vote only the BLUE form of proxy or BLUE voting instruction form by 5:00 p.m. (Calgary time) on Tuesday, May 1, 2018.
If you are a beneficial shareholder, you can change your vote by notifying your broker, trust company or other advisor in writing.
If you are a registered shareholder, you can revoke your previously voted proxy by:
- Completing a BLUE form of proxy that is dated later than the proxy form you are revoking and mailing it to D.F. King so that it is received no later than 5:00 p.m. (Calgary time) on Tuesday, May 1, 2018.
- Depositing an executed instrument revoking the white form of proxy in writing (executed by you or your attorney) at Crescent Point’s registered office at Suite 2000, 585 8th Avenue S.W., Calgary, Alberta T2P 1G1 any time up to and including the last business day preceding the day of the Meeting or on the day of the Meeting with the Chair at the Meeting.
If you need assistance revoking a previously voted proxy, call D.F. King at 1-800-835-0437 toll-free in North America, or 1-201-806-7301 outside of North America (collect calls accepted).
HOW DO I GET MORE INFORMATION?>
You can visit Cation’s website, www.FixCPG.com, or contact D.F. King at 1-800-835-0437 toll-free in North America, or 1-201-806-7301 outside of North America (collect calls accepted).