LETTER OF TRANSMITTAL

Transcription

1 A DETAILED DESCRIPTION OF THE TRANSACTIONS RELATED TO THIS LETTER OF TRANSMITTAL IS CONTAINED IN THE INFORMATION CIRCULAR AND PROXY STATEMENT OF GARNEAU INC. DATED OCTOBER 7, 2011 MAILED TO SHAREHOLDERS OF GARNEAU INC. IN CONNECTION WITH A SPECIAL MEETING OF SHAREHOLDERS OF GARNEAU INC. WHICH WAS HELD ON NOVEMBER 7, YOU MAY OBTAIN A COPY OF THE INFORMATION CIRCULAR FROM AS PART OF THE PUBLIC FILINGS OF GARNEAU INC. YOU MAY ALSO REQUEST A PAPER COPY FREE OF CHARGE BY CONTACTING OLYMPIA TRUST COMPANY AT THE ADDRESS OR TELEPHONE NUMBERS SET OUT IN THIS LETTER OF TRANSMITTAL. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL. OLYMPIA TRUST COMPANY OR YOUR BROKER OR OTHER FINANCIAL ADVISOR WILL ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL. THIS LETTER OF TRANSMITTAL MUST BE VALIDLY COMPLETED, DULY EXECUTED AND RETURNED TO THE DEPOSITARY, OLYMPIA TRUST COMPANY. IT IS IMPORTANT THAT YOU VALIDLY COMPLETE, DULY EXECUTE AND RETURN THIS LETTER OF TRANSMITTAL ON A TIMELY BASIS IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN. LETTER OF TRANSMITTAL FOR HOLDERS OF COMMON SHARES OF GARNEAU INC. TO: AND TO: GARNEAU INC. OLYMPIA TRUST COMPANY, AS DEPOSITARY This Letter of Transmittal (the "Letter of Transmittal") is for use by holders ("Shareholders") of common shares ("Common Shares") of Garneau Inc. (the "Corporation" or "Garneau") in connection with the voluntary liquidation and dissolution of the Corporation (the "Liquidation"), as more particularly described in the information circular (the "Information Circular") of Garneau dated October 7, Capitalized terms used, but not defined in this Letter of Transmittal, shall have the meanings given to them in the Information Circular. Pursuant to the Liquidation, the undersigned delivers to you the enclosed certificate(s) representing Common Shares and in return the undersigned will receive their pro rata share of the Liquidation Distribution (if any) pursuant to and in accordance with the Plan of Liquidation, subject to applicable withholdings and as more particularly described in the Information Circular. Olympia Trust Company ("Olympia" or the "Depositary") is the depositary for receipt of this Letter of Transmittal. See the back page of this Letter of Transmittal and the Information Circular for delivery instructions. PLEASE READ THE INFORMATION CIRCULAR AND THE INSTRUCTIONS SET OUT BELOW CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL AND ELECTION FORM. WHETHER OR NOT SHAREHOLDERS DELIVER THIS LETTER OF TRANSMITTAL, THE CERTIFICATES REPRESENTING COMMON SHARES AND ALL OTHER REQUIRED DOCUMENTATION TO THE DEPOSITARY, THE CORPORATION WILL BE DISSOLVED AND GARNEAU WILL CEASE TO EXIST AND SHAREHOLDERS WILL ONLY BE ENTITLED TO RECEIVE THEIR PRO RATA SHARE OF ANY LIQUIDATION DISTRIBUTION (IF ANY) PURSUANT TO AND IN ACCORDANCE WITH THE PLAN OF LIQUIDATION, SUBJECT TO APPLICABLE WITHHOLDINGS AND AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR. IF ANY SHAREHOLDER FAILS TO DELIVER THIS LETTER OF TRANSMITTAL, THE CERTIFICATES REPRESENTING COMMON SHARES AND ALL OTHER REQUIRED DOCUMENTATION TO

2 2 THE DEPOSITARY ON OR BEFORE THE LAST BUSINESS DAY PRIOR TO THE THIRD ANNIVERSARY OF THE EFFECTIVE DATE OF THE DISSOLUTION AND LIQUIDATION OF THE CORPORATION, SUCH SHAREHOLDER SHALL CEASE TO HAVE A CLAIM OR INTEREST OF ANY KIND OR NATURE WITH RESPECT TO SUCH SHAREHOLDER'S PRO RATA SHARE OF THE LIQUIDATION DISTRIBUTION (IF ANY) PURSUANT TO AND IN ACCORDANCE WITH THE PLAN OF LIQUIDATION, SUBJECT TO APPLICABLE WITHHOLDINGS AND AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR. AT THAT TIME, SUCH PRO RATA SHARE OF ANY LIQUIDATION DISTRIBUTION SHALL BE DEEMED TO HAVE BEEN SURRENDERED FOR NO CONSIDERATION. THIS LETTER OF TRANSMITTAL AND ELECTION FORM IS NOT FOR USE BY NON-REGISTERED HOLDERS OF COMMON SHARES. IF YOU ARE A NON-REGISTERED HOLDER OF COMMON SHARES AND HOLD YOUR COMMON SHARES THROUGH A BROKER, INVESTMENT DEALER, BANK, TRUST COMPANY OR OTHER INTERMEDIARY, PLEASE COMPLETE THE DOCUMENTATION PROVIDED TO YOU BY YOUR BROKER OR SUCH OTHER INTERMEDIARY IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED BY SUCH INTERMEDIARY. DESCRIPTION OF COMMON SHARES DEPOSITED Certificate Number Name in which Common Shares are Registered Number of Common Shares TOTAL COMMON SHARES: (If space is not sufficient, please attach a list in the above form.) Some or all of my share certificates have been lost, stolen or destroyed. Please review item 6 of the instructions on page 8 hereof for the procedure to replace lost or destroyed certificates. Check box if applicable.

3 3 The undersigned Shareholder: 1. acknowledges receipt of the Information Circular; 2. represents and warrants that: (a) the undersigned has full power and authority to deposit, assign and transfer all of the Common Share being deposited and has not sold, assigned or transferred or agreed to sell, assign or transfer any of such Common Shares to any other person; (b) the undersigned owns such Common Shares being deposited within the meaning of applicable securities laws; and (c) the deposit of such Common Shares complies with applicable securities laws; 3. in the case of Shareholders who are residents of Canada or residents of any country other than Canada in which certificates representing the Common Shares may be lawfully delivered and to the extent a Liquidation Distribution becomes payable, directs Garneau and the Depositary to issue or cause to be issued a cheque in the name indicated below, and to send such cheque by first class insured mail, postage prepaid, to the address, or hold the same for pick-up, as indicated below; 4. in the case of Shareholders who are residents in any country other than Canada, acknowledges that Olympia shall make all required statutory withholdings; 5. irrevocably constitutes and appoints any officer of Garneau, and each of them, and any other person designated by Garneau in writing, as the true and lawful agent, attorney and attorney-in-fact and proxy of the undersigned with respect to the Common Share being deposited, effective on the effective date of the dissolution of the Corporation (the "Effective Date") and after the Effective Date, with full power of substitution, in the name of and on behalf of the undersigned (such power of attorney being deemed to be an irrevocable power coupled with an interest) to exercise any and all rights of the holder of such Common Shares including, without limitation, to execute and deliver any and all authorizations or consents in respect of all or any of such Common Shares, revoke any such authorization or consent given prior to, on, or after the Effective Date and execute, endorse and negotiate for and in the name of and on behalf of the registered holder of such Common Shares, any and all cheques or other instruments respecting any distribution payable to or to the order of such holder of such Common Shares, including, without limitation, any Liquidation Distribution (if any); 6. acknowledges and agrees by execution of this Letter of Transmittal that if the Shareholder does not provide the representation and warranty contained in Box E below by checking such box, then such Shareholder shall be deemed to be a non-resident of Canada (a "Non-Resident Shareholder") for purposes of the Tax Act and the Liquidation and Garneau (or Olympia on its behalf) shall withhold twenty-five (25%) of the Liquidation Distribution to be given to such Non-Resident Shareholder, unless a clearance certificate is provided to Garneau by the Non-Resident Shareholder before the effective date of the Plan of Liquidation and payment of the Liquidation Distribution, which certificate has been issued pursuant to subsection 116 of the Tax Act, in which case Garneau (or Olympia on its behalf) shall withhold twenty-five (25%) percent of the Liquidation Distribution to be given to such Non-Resident Shareholder in excess of the certificate limit of such clearance certificate. Any amounts withheld by Garneau (or Olympia on its behalf) shall be held by the Garneau (or a representative of the Garneau) in trust and such amounts shall be remitted to the CRA on the 30th day of the month following the month in which the effective date of the Plan of Liquidation and payment of the Liquidation Distribution occurs (or such later Business Day as the Canada Revenue Agency advises the Garneau and the applicable Non-Resident Shareholder) if the Garneau has not received a clearance certificate prior to such Business Day. If a clearance certificate is received by Garneau prior to such Business Day with a certificate limit not less than twentyfive (25%) percent of the cash consideration to be given to the Non-Resident Shareholder, such amounts, less any applicable withholding tax, shall be released to the Non-Resident Shareholder. For greater certainty, if the undersigned does not own the Common Shares being deposited as principal then (A) it is duly authorized to execute this Letter of Transmittal and execute all documentation on behalf of each beneficial owner; and (B) if any beneficial owner for whom it holds the Common Shares being deposited is not (i) a resident of Canada for purposes of the Tax Act or (ii) a partnership that is a "Canadian partnership" for purposes of the Tax Act, it shall complete Box E accordingly and acknowledges, on its own behalf or on behalf of such beneficial owner, Garneau's (or Olympia's on its behalf) obligations with respect to withholding tax as described above; 7. covenants to execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the transactions contemplated in the Plan of Liquidation; 8. acknowledges that all authority conferred or agreed to be conferred by the undersigned herein may be exercised during any subsequent legal incapacity of the undersigned and shall survive the death or incapacity, bankruptcy or insolvency of

4 4 the undersigned and all obligations of the undersigned herein shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned; 9. by virtue of the execution of this Letter of Transmittal, shall be deemed to have agreed that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any Common Shares deposited pursuant to this Letter of Transmittal will be determined by Olympia and any legal representative of Garneau in their discretion and that such determination shall be final and binding and acknowledges that there shall be no duty or obligation on Garneau, the Depositary or any other person to give notice of any defect or irregularity in any deposit and no liability shall be incurred by any of them for failure to give such notice; and 10. by virtue of the execution of this Letter of Transmittal, shall be deemed to have agreed that any contract contemplated by this Letter of Transmittal as well as all documents relating thereto be drawn up exclusively in the English language. En signant la présente Lettre de transmission, le soussigné est réputé avoir convenu avec Garneau et le dépositaire que tous les contrats découlant de l Offre et de la présente Lettre de transmission et tous les documents afférents soient rédigés exclusivement en anglaise. FORM OF PAYMENT Pursuant to the Plan of Liquidation, the undersigned hereby agrees that it shall receive its pro rata share of any Liquidation Distribution (if any) in cash in less statutory withholdings, if any, payable by cheque and payable at par as per the instructions of the Shareholder in this Letter of Transmittal. Any Liquidation Distribution payable, if any, will be denominated in Canadian dollars.

5 5 BOX A ISSUE CHEQUE IN THE NAME OF: (please print or type): (Name) (Street Address and Number) (City and Province or State) (Country and Postal (Zip) Code) (Telephone - Business) (Social Insurance Number or Taxpayer Identification Number) BOX B SEND CHEQUE (UNLESS BOX D IS CHECKED) TO: (please print or type): (Name) (Street Address and Number) (City and Province or State) (Country and Postal (Zip) Code) (Telephone - Business) (Social Insurance Number or Taxpayer Identification Number) BOX C U.S. Residents/Citizens must provide their Social Security Number or Taxpayer Identification Number BOX D HOLD CHEQUE FOR PICK-UP AT THE OFFICE OF THE DEPOSITARY BOX E BY CHECKING THIS BOX THE SHAREHOLDER REPRESENTS AND WARRANTS THAT THE BENEFICIAL OWNER OF THE COMMON SHARES IS: (1) A RESIDENT OF CANADA FOR PURPOSES OF THE TAX ACT; OR (2) A PARTNERSHIP THAT IS A "CANADIAN PARTNERSHIP" FOR PURPOSES OF THE TAX ACT. NOTE: IF THE UNDERSIGNED SHAREHOLDER FAILS TO CHECK THIS BOX THE SHAREHOLDER SHALL BE DEEMED TO BE A NON-RESIDENT SHAREHOLDER FOR THE PURPOSES OF THE LIQUIDATION AND WILL BE SUBJECT TO THE WITHHOLDING PROCEDURES DESCRIBED IN PARAGRAPH 6 ON PAGE 3 OF THIS LETTER OF TRANSMITTAL.

6 6 BOX F DEALER OR BROKER SOLICITING DEPOSIT (See Instruction 10) The owner signing this Letter of Transmittal represents that the dealer or broker who solicited and obtained this deposit is: (please print or type) (Firm) (Address) (Telephone Number) (Fax) (Registered Representative) (Registered Representative Identification Number) CHECK HERE IF LIST OF BENEFICIAL HOLDERS IS ATTACHED CHECK HERE IF DISKETTE TO FOLLOW Signature guaranteed by Dated:, 20 (if required under Instruction 4): Authorized Signature Name of Guarantor (please print or type) Signature of Shareholder or Authorized Representative (See Instruction 3) Name of Shareholder (please print or type) Address (please print or type) Name of Authorized Representative, if applicable (please print or type)

7 7 INSTRUCTIONS 1. Use of Letter of Transmittal (a) (b) This Letter of Transmittal, or a manually signed facsimile copy thereof, properly completed and duly executed as required by the instructions set forth below, together with accompanying certificate(s) representing the Common Shares deposited, must be received by the Depositary at any of the addresses specified below before the third anniversary of the Effective Date. The method of delivery of this Letter of Transmittal, certificate(s) representing Common Shares deposited and all other required documents is at the option and risk of the person depositing same, and delivery will be deemed effective only when such documents are actually received. Garneau recommends that such documents be delivered by hand to the Depositary and a receipt obtained. If such documents are mailed, Garneau recommends that registered mail with return receipt be used and that proper insurance be obtained. Shareholders whose Common Shares are registered in the name of a nominee should contact their broker, investment dealer, bank, trust company or other nominee for assistance in depositing their Common Shares. 2. Signatures This Letter of Transmittal must be completed and signed by the holder of Common Shares described above or by such holder s duly authorized representative (in accordance with Instruction 4). (a) (b) If this Letter of Transmittal is signed by the registered owner(s) of the accompanying certificate(s), such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such transmitted certificate(s) is held of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Common Shares deposited or if certificates are to be issued to a person other than the registered owner(s) subject to applicable securities laws: (i) such deposited certificate(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and (ii) the signature(s) on such endorsement or share transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in Instruction 4 below. 3. Guarantee of Signatures If this Letter of Transmittal is executed by a person other than the registered owner(s) of the Common Shares deposited, or if the cheque for the Liquidation Distribution payable, if any, is to be issued to a person other than such registered owner(s), or if Common Shares deposited not tendered are to be returned to a person other than such registered owner(s) as shown on the register of Shareholders maintained by Olympia, such signature must be guaranteed by an Eligible Institution, or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution). 4. Fiduciaries, Representatives and Authorizations Where this Letter of Transmittal or any certificate or share transfer power of attorney is executed by a person on behalf of an executor, administrator, trustee, guardian, attorney-in-fact, agent, corporation, partnership or association, or is executed by any other person acting in a fiduciary or representative capacity, such person should so indicate when signing and this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. Either Garneau or the Depositary, at their discretion, may require additional evidence of authority or additional documentation. 5. Miscellaneous (a) If the space on this Letter of Transmittal is insufficient to list all certificates for Common Shares deposited, additional certificate numbers and number of Common Shares deposited may be included in a separate signed list affixed to this Letter of Transmittal.

8 8 (b) (c) (d) (e) If Common Shares deposited are registered in different forms (e.g. "Joe Doe" and "J. Doe"), a separate Letter of Transmittal should be signed for each different registration. No alternative, conditional or contingent deposits will be accepted. All depositing Shareholders by execution of this Letter of Transmittal (or a facsimile thereof) waive any right to receive any notice of acceptance of Common Shares deposited. This Letter of Transmittal and any agreement resulting therefrom will be construed in accordance with and governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. Additional copies of the Information Circular and the Letter of Transmittal may be obtained from the Depositary at either of its offices at the addresses listed below. 6. Lost Certificates If a share certificate has been lost or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to the Depositary. The Depositary will respond with the replacement requirements. If a share certificate has been lost or destroyed, please ensure that you provide your telephone number to the Depositary so that such Depositary may contact you. The share certificate must be replaced and returned to the Depositary prior to the Expiry Time. 7. Solicitation Identify the dealer or broker, if any, who solicited the deposit contemplated herein by completing Box F on this Letter of Transmittal and present a list of beneficial holders, if applicable. Privacy Notice The Depositary is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non-public personal information about you from transactions we perform for you, forms you send us, other communications we have with you or your representatives, etc. This information could include your name, address, social insurance number, securities holdings and other financial information. We use this to administer your account, to better serve your and our clients' needs and for other lawful purposes relating to our services. To view the Depositary's Privacy Policy please visit

9 The Depositary for the Liquidation is OLYMPIA TRUST COMPANY By Hand, by Courier, by Mail or by Registered Mail (or for pick-up of cheque): Calgary Suite 2300, th Avenue SE Calgary, Alberta T2G 0P6 Toronto Adelaide Street W Toronto, Ontario M5H 1T1 Attention: Corporate Actions Attention: Corporate Actions Inquiries Toll Free: corporateactions@olympiatrust.com Website: Any questions and requests for assistance may be directed by Shareholders to the Depositary at the telephone numbers and locations set out above.