OSISKO METALS INCORPORATED
Proposal 1
To fix the number of directors at nine (9).
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 2
Election of Robert Wares as director
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 2
Election of John Burzynski as director
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 2
Election of Jeff Hussey as director
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 2
Election of Amy Satov as director
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 2
Election of Cathy Singer as director
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 2
Election of Donald Siemens as director
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 2
Election of Peter Wright as director
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 2
Election of Patrick F.N. Anderson as director
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 2
Election of Tara Christie as director
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 3
Appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors for the ensuing year and to authorize the directors to fix their remuneration.
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 4
To consider and, if deemed advisable, to pass, with or without variation, a special resolution (the "Continuance Resolution") approving (i) the continuance of the Corporation from the Business Corporations Act (British Columbia) ("BCBCA") to the Business Corporations Act (Ontario) ("OBCA") (the "Continuance"), (ii) the repealing of the Corporation's existing articles under the BCBCA, and (iii) the filing of articles of continuance by the Corporation under the OBCA, and (iv) the adoption of a new general by-law of the Corporation ("By-Law No. 1") effective upon such Continuance, all as more particularly described in the accompanying management information circular (the "Circular").
Caisse vote:
Against
Applicable policy or principle:
PDV_01
Proposal 5
To consider and, if deemed advisable, to pass, with or without variation, a special resolution (the "Director Number Resolution") to authorize the board of directors of the Corporation, conditional upon and to be effective upon the Continuance, to set the number of directors from time to time within the minimum and maximum number of directors to be set forth in the articles of the Corporation, in accordance with Section 125(3) of the OBCA.
Caisse vote:
Against
Applicable policy or principle:
PDV_01
Proposal 6
To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the "Omnibus Plan Resolution") approving and ratifying the Corporation's omnibus equity incentive plan (the "Omnibus Plan") in the form attached as Appendix "F" to the Circular.
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 7
To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders (the "Prior Grants Resolution") approving and ratifying the previous grants of restricted share units and deferred share units to certain directors and officers of the Corporation, as more particularly described in the Circular.
Caisse vote:
For
Applicable policy or principle:
PDV_01
Proposal 8
In the event the Omnibus Plan Resolution is not approved, to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution (the "Existing Option Plan Resolution") approving the Corporation's 10% rolling stock option plan, as more particularly described in the Circular.
Caisse vote:
For
Applicable policy or principle:
PDV_01