THE GREATER TORONTO CHAPTER OF THE CANADA GREEN BUILDING COUNCIL

(the "Corporation")

FORM OF PROXY

Under the current bylaws of the Corporation, members are permitted to vote by providing a proxy to the Chair of the Corporation or another member of the Corporation who will attend a meeting. In order for a proxy to be valid, it must be in writing and be signed and dated by the member granting the proxy. The proxy is only valid at the specified meeting and an adjournment of that meeting, if any.

If you cannot attend the Annual General Meeting on June 11, 2015 at George Brown Waterfront Campus, 51 Dockside Drive, Toronto,you may complete this form by appointing another member as your proxy and have such member bring this form to the Annual General Meeting. Alternately, you can send this form directly to the Corporation prior to the Annual General Meeting, but it must be deposited with the Corporation at least seventy-two (72) hours before the relevant issues in question are considered at the Annual General Meeting.

Please note that only members in good standing and not in arrears with regards to dues or fees owed to the Corporation are entitled to vote at the Annual General Meeting, in person or by proxy.

The undersigned, being a member of the Corporation, hereby appoints:

1. The Chair of the Corporation; or

2. ______,

[name of other member, if applicable]

as proxy holder for the undersigned to attend and vote in the manner outlined below for and on behalf of the undersigned at the Annual General Meeting of the Corporation to be held on the 11th day of June, 2015, and at any adjournment thereof.

______

(Signature of Member)

______
(Name of Member)

______

(Date)

1. / I, being a member of the Corporation, authorize and direct my proxy to vote at his or her discretion with respect to the questions, amendments, or variations to the matters identified in the Notice of Meeting of the Annual General Meeting to be held on June 11, 2015 or other matters which may properly come before such Annual General Meeting.
OR
2. / I, being a member of the Corporation, authorize and direct my proxy to vote specifically as set out below at the Annual General Meeting to be held on June 11, 2015 and to vote at his or her discretion in all other matters which may properly come before such Annual General Meeting.

ISSUE #1: “UPON ADVISORY MOTION DULY MADE, RESOLVED THAT the members of the Corporation support the recommendation from the Board to transition the Chapter from being a separate legal entity to becoming part of the Canada Green Building Council as one legal entity, and to transfer all of the assets, liabilities and employees of the Corporation to the Canada Green Building Council - Conseil du bâtiment durable du Canada.”

(a) / I, a member of the Corporation, authorize and direct my proxy to vote in favour of the above listed resolution.
(b) / I, a member of the Corporation, authorize and direct my proxy to vote against the above listed resolution.

ISSUE #2: “RESOLVED AS A SPECIAL RESOLUTION that the transfer of the entirety of the undertaking of the Corporation to the Canada Green Building Council - Conseil du bâtiment durable du Canada be approved and ratified.”

(a) / I, a member of the Corporation, authorize and direct my proxy to vote in favour of the above listed special resolution.
(b) / I, a member of the Corporation, authorize and direct my proxy to vote against the above listed special resolution.

Please submit this form by email (in PDF format), fax, by hand or by mail; see below for instructions.

  • By email: Please submit a PDF formatted proxy form to with the subject line “ATTENTION: Chair of the CaGBC – Greater Toronto Chapter – Proxy Form.”
  • By fax: 416-598-5394. Please add the subject line “ATTENTION: Chair of the CaGBC – Greater Toronto Chapter – Proxy Form.”
  • By Mail:

Attention: Chair

CaGBC – Greater Toronto Chapter

Queens Quay Terminal

207 Queens Quay West, Suite 615

Toronto, Ontario

M5J 1A7

5917883.02