Emera Inc 6-K, filed May 8, 2020
Emera Inc (EMA)
About this 6-K
Emera Inc filed this 6-K on May 8, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2020
Commission File Number: 000-54516
Emera Incorporated
(Exact name of registrant as specified in its charter)
5151 Terminal Road
Halifax NS B3J 1A1
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☑
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EMERA INCORPORATED | ||||||
| Date: May 8, 2020 | By: | \s\ Stephen D. Aftanas | ||||
| Name: Stephen D. Aftanas | ||||||
|
Title: Corporate Secretary | ||||||
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| 99.1 |
Notice and Access Letter – Registered | |
| 99.2 |
Notice and Access Letter – Non-Registered | |
| 99.3 |
Proxy | |
| 99.4 |
Voting Instruction Form | |
| 99.5 |
Certificate of Abridgement |
Exhibit 99.1
ANNUAL SHAREHOLDERS’ MEETING OF
EMERA INCORPORATED
NOTICE TO REGISTERED SHAREHOLDERS
REGARDING ACCESS TO EMERA’S MANAGEMENT INFORMATION CIRCULAR
and ANNUAL REPORT
|
MEETING DATE and LOCATION
Date: Friday, June 5, 2020
Time: 2:00 p.m. Atlantic Time
Place: Emera Place 5151 Terminal Road, Halifax, Nova Scotia, Canada
Live audio webcast: https://web.lumiagm.com/148086240 Meeting password: emera2020 (case sensitive)
|
| Q | WHY AM I RECEIVING THIS NOTICE? | |
| A | As permitted by Canadian securities regulators, Emera Incorporated (“Company”) is providing you with access to our management information circular (“Information Circular”) for the annual shareholders meeting (“Meeting”) as well as the 2019 Annual Report (together, the “Meeting Materials”), electronically, instead of mailing paper copies. This notice provides you information on how to view the Meeting Materials online and / or request paper copies. Accompanying this notice is the proxy form that you will need to vote. | |
| Q | WHERE CAN I ACCESS THE MEETING MATERIALS ON-LINE? | |
| A | The Meeting Materials can be viewed online at www.meetingdocuments.com/astca/ema as of Wednesday, May 6, 2020 for a period of one year following the Meeting, or at www.SEDAR.com. | |
| Q | HOW CAN I OBTAIN A PAPER COPY OF THE MEETING MATERIALS? | |
| A | At any time prior to the date of the Meeting, you can request a paper copy of the Meeting Materials free of charge by calling the phone number, sending an email or accessing the website below:
Ø Phone number: Toll free 1-888-433-6443 (or 1-416-682-3801 for shareholders outside of Canada and the United States) Ø Email address: fulfilment@astfinancial.com Ø Website: www.meetingdocuments.com/astca/ema
Paper copies requested before the date of the Meeting will be sent to you within three business days of receiving your request. Therefore, to receive the Meeting Materials prior to the proxy deadline for the Meeting described below, you should make your request before 2:00 p.m. Atlantic Time on Thursday, May 21, 2020. To receive the Meeting Materials prior to the Meeting you should make your request before 2:00 p.m. Atlantic Time on Monday, May 25, 2020.
Requests for paper copies of the Meeting Materials can be made until one year following the Meeting. | |
| Q | WHAT MATTERS ARE BEING RECEIVED OR VOTED ON AT THE MEETING? | |
| A | Shareholders are being asked to vote on the following items of business: (See reverse) | |
|
MEETING BUSINESS ITEM
|
INFORMATION CIRCULAR REFERENCE
| |
| 1. Election of the Board of Directors – elect directors of the Company for the ensuing year. |
See the section entitled “Business of the Meeting – Election of the Board of Directors” in the Information Circular for more information. | |
| 2. Appointment of Auditors – appoint Ernst & Young LLP as auditors for the ensuing year. |
See the section entitled “Business of the Meeting – Appointment of Auditors” in the Information Circular for more information. | |
| 3. Authorize Remuneration of Auditors – authorize the directors to fix the remuneration of the Auditors. |
See the section entitled “Business of the Meeting –Auditors’ Fee” in the Information Circular for more information. | |
| 4. Say on Pay – an advisory resolution on the Company’s approach to executive compensation. |
See the section entitled “Business of the Meeting –Advisory Vote on Executive Compensation” in the Information Circular for more information. | |
| 5. Employee Common Share Purchase Plan Amendment – increase the maximum number of common shares reserved for issuance under the Plan. |
See the section entitled “Business of the Meeting –Employee Common Share Purchase Plan Amendment” in the Information Circular for more information. | |
| All Shareholders are reminded to review the Information Circular and 2019 Annual Report before voting. | ||
| Q |
HOW DO I VOTE MY SHARES? | |
| A |
You may vote by Internet, telephone, posted mail, delivered mail, e-mail, fax or via live webcast. Details of the methods of voting can be found on your accompanying proxy form. You will need your control number contained in the accompanying proxy form in order to vote by telephone or by Internet.
To be valid, proxy forms or voting instructions must be received by Emera’s Corporate Secretary, c/o AST Trust Company (Canada) at P.O. Box 721, Agincourt, ON M1S 0A1 by no later than 5:00 p.m. Atlantic Time on Wednesday, June 3, 2020 or, if the Meeting is adjourned or postponed, by 5:00 p.m. Atlantic Time two business days before the reconvened meeting date (or proxy deadline). Emera reserves the right to accept late proxies and to waive the proxy deadline, with or without notice, but is under no obligation to accept or reject any particular late proxy.
If you wish to appoint someone else to participate and vote virtually on your behalf, you MUST appoint your chosen proxyholder using your proxy form. IN ADDITION, in order for your chosen proxyholder to participate and vote virtually at the Meeting you must contact AST at 1-866-751-6315 (toll-free in North America) or 1-212-235-5754 (outside North America) by 5:00 p.m. ADT on June 3, 2020, to request a new Control Number for the Meeting. This new Control Number will allow your chosen proxyholder to log in to and vote at the Meeting. Without a new Control Number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote. | |
| Q |
WHO CAN I CONTACT IF I HAVE QUESTIONS ABOUT NOTICE & ACCESS? | |
| A |
Shareholders with questions about notice and access can call toll free at 1-888-433-6443 or 1-416-682-3801 for holders outside of Canada and the United States or fulfillment@astfinancial.com. | |
2
Exhibit 99.2
ANNUAL SHAREHOLDERS’ MEETING OF
EMERA INCORPORATED
NOTICE TO NON-REGISTERED SHAREHOLDERS
REGARDING ACCESS TO EMERA’S MANAGEMENT INFORMATION CIRCULAR
and ANNUAL REPORT
|
MEETING DATE and LOCATION
Date: Friday, June 5, 2020
Time: 2:00 p.m. Atlantic Time
Place: Emera Place 5151 Terminal Road, Halifax, Nova Scotia, Canada
Live audio webcast: https://web.lumiagm.com/148086240 Meeting password: emera2020 (case sensitive)
|
| Q |
WHY AM I RECEIVING THIS NOTICE? | |
| A |
As permitted by Canadian securities regulators, Emera Incorporated (“Company”) is providing you with access to our management information circular (“Information Circular”) for the annual shareholders meeting (“Meeting”) as well as the 2019 Annual Report (together, the “Meeting Materials”), electronically, instead of mailing paper copies. This notice provides you with information on how to view the Meeting Materials online and / or request paper copies. Accompanying this notice is the voting information form that you will need to vote. | |
| Q |
WHERE CAN I ACCESS THE MEETING MATERIALS ON-LINE? | |
| A |
The Meeting Materials can be viewed online at www.meetingdocuments.com/astca/ema as of Wednesday, May 6, 2020 for a period of one year following the Meeting, or at www.SEDAR.com. | |
| Q |
HOW CAN I OBTAIN A PAPER COPY OF THE MEETING MATERIALS? | |
| A |
At any time prior to the date of the Meeting, you can request a paper copy of the Meeting Materials free of charge by calling the phone number, sending an email or accessing the website below:
Ø Phone number: Toll free 1-888-433-6443 (or 1-416-682-3801 for shareholders outside of Canada and the United States) Ø Email address: fulfilment@astfinancial.com Ø Website: www.meetingdocuments.com/astca/ema
Paper copies requested before the date of the Meeting will be sent to you within three business days of receiving your request. Therefore, to receive the Meeting Materials prior to the proxy deadline for the Meeting described below, you should make your request before 2:00 p.m. Atlantic Time on Thursday, May 21, 2020. To receive the Meeting Materials prior to the Meeting you should make your request before 2:00 p.m. Atlantic Time on Monday, May 25, 2020.
Requests for paper copies of the Meeting Materials can be made until one year following the Meeting. | |
| Q |
WHAT MATTERS ARE BEING RECEIVED OR VOTED ON AT THE MEETING? | |
| A |
Shareholders are being asked to vote on the following items of business:
(See reverse) | |
| MEETING BUSINESS ITEM | INFORMATION CIRCULAR REFERENCE | |
| 1. Election of the Board of Directors – elect directors of the Company for the ensuing year. |
See the section entitled “Business of the Meeting – Election of the Board of Directors” in the Information Circular for more information. | |
| 2. Appointment of Auditors – appoint Ernst & Young LLP as auditors for the ensuing year. |
See the section entitled “Business of the Meeting – Appointment of Auditors” in the Information Circular for more information. | |
|
3. Authorize Remuneration of Auditors – authorize the directors to fix the remuneration of the Auditors. |
See the section entitled “Business of the Meeting – Auditors’ Fee” in the Information Circular for more information. | |
|
4. Say on Pay – an advisory resolution on the Company’s approach to executive compensation. |
See the section entitled “Business of the Meeting – Advisory Vote on Executive Compensation” in the Information Circular for more information. | |
|
5. Employee Common Share Purchase Plan Amendment – increase the maximum number of common shares reserved for issuance under the Plan. |
See the section entitled “Business of the Meeting – Employee Common Share Purchase Plan Amendment” in the Information Circular for more information. | |
| All Shareholders are reminded to review the Information Circular and 2019 Annual Report before voting. | ||
| Q |
HOW DO I VOTE MY SHARES? | |
| A |
You may vote by Internet, telephone, posted mail, delivered mail, e-mail, fax or via live webcast. Details of the methods of voting can be found on your accompanying voting information form. You will need your control number contained in the voting information form in order to vote by telephone by Internet or via the live webcast.
To be valid, voting information forms must be received by Emera’s Corporate Secretary, c/o AST Trust Company (Canada) at P.O. Box 721, Agincourt, ON M1S 0A1 by no later than 5:00 p.m. Atlantic Time on Wednesday, June 3, 2020 or, if the Meeting is adjourned or postponed, by 5:00 p.m. Atlantic Time two business days before the reconvened meeting date (or proxy deadline). Emera reserves the right to accept late voting instructions and to waive the proxy deadline, with or without notice, but is under no obligation to accept or reject any particular late voting instruction.
If you wish to participate and vote at the Meeting virtually, or you wish to appoint someone else to participate and vote virtually on your behalf, you MUST appoint yourself or your chosen proxyholder using your voting information form. IN ADDITION, in order for your chosen proxyholder to participate and vote virtually at the Meeting you must contact AST at 1-866-751-6315 (toll-free in North America) or 1-212-235-5754 (outside North America) by 5:00 p.m. ADT on June 3, 2020, to request a new Control Number for the Meeting. This new Control Number will allow you or your chosen proxyholder to log in to and vote at the Meeting. Without a new Control Number you or your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote. | |
| Q |
WHO CAN I CONTACT IF I HAVE QUESTIONS ABOUT NOTICE & ACCESS? | |
| A |
Shareholders with questions about notice and access can call toll free at 1-888-433-6443 or 1-416-682-3801 for holders outside of Canada and the United States or fulfillment@astfinancial.com. | |
2
Exhibit 99.3
|
|
Form of Proxy - Emera Inc.
Annual Shareholders Meeting of June 5, 2020
Appointment of Proxyholder
I/We, being holder(s) of Emera Inc. (the “Company”) common shares, hereby appoint: M. Jacqueline Sheppard, or failing her, Scott C. Balfour, or failing him, Stephen D. Aftanas, OR
[Print the name of the person you are appointing if this person is someone other than the individuals listed above.]
as proxy of the undersigned, to participate, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all of the following matters and any other matter that may properly come before the Annual Meeting of Shareholders of the Company to be held at 2:00 p.m. Atlantic Time on Friday, June 5, 2020, at Emera Place, 5151 Terminal Road, Halifax, Nova Scotia, Canada and virtually at: https://web.lumiagm.com/148086240, using password: emera2020 (case sensitive) (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.
Management recommends voting FOR Resolutions 1, 2, 3, 4 and 5. Please use a dark black pencil or pen.
| 1. | Election of Directors | FOR | WITHHOLD | FOR | WITHHOLD | |||||||
| 01. Scott C. Balfour | ☐ | ☐ | 07. John B. Ramil | ☐ | ☐ | |||||||
| 02. James V. Bertram | ☐ | ☐ | 08. Andrea S. Rosen | ☐ | ☐ | |||||||
| 03. Sylvia D. Chrominska | ☐ | ☐ | 09. Richard P. Sergel | ☐ | ☐ | |||||||
| 04. Henry E. Demone | ☐ | ☐ | 10. M. Jacqueline Sheppard | ☐ | ☐ | |||||||
| 05. Kent M. Harvey | ☐ | ☐ | 11. Jochen E. Tilk | ☐ | ☐ | |||||||
| 06. B. Lynn Loewen | ☐ | ☐ | ||||||||||
| 2. | Appointment of Auditors | FOR | WITHHOLD | |||||||||
| Appointment of Ernst & Young LLP as auditors | ☐ | ☐ | ||||||||||
| 3. | Auditors Fee | FOR | AGAINST | |||||||||
| Authorize Directors to establish the auditors’ fee as required pursuant to the Nova Scotia Companies Act | ☐ | ☐ | ||||||||||
| 4. | Advisory Vote on Executive Compensation | FOR | AGAINST | |||||||||
| Consider and approve, on an advisory basis, a resolution on Emera’s approach to executive compensation as disclosed in the Management Information Circular | ☐ | ☐ | ||||||||||
| 5. | Employee Common Share Purchase Plan Amendment | FOR | AGAINST | |||||||||
| Consider and approve an amendment to the Company’s Employee Common Share Purchase Plan (the “Plan”) to increase the maximum number of common shares reserved for issuance under the Plan | ☐ | ☐ | ||||||||||
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting.
If no voting instructions are indicated above, this Proxy will be voted FOR a matter by Management’s appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.
|
|
|
|||||
| Signature(s) | Date | |||||
Please sign exactly as your name(s) appears on this proxy. Please see reverse for instructions. All proxies must be received by 5:00 p.m. Atlantic Time, Wednesday, June 3, 2020.
Under Canadian Securities Law, you are entitled to receive certain investor documents. Electronic financial statements and MD&A are available at www.Emera.com and at www.SEDAR.com. If you wish copies, please tick the box below or go to the website https://ca.astfinancial.com/financialstatements and input code 1705a.
| ❑ | I would like to receive quarterly financial statements and MD&A. |
| ❑ | I would like to receive annual financial statements and MD&A. |
Form of Proxy - Emera Inc.
Annual Shareholders Meeting of June 5, 2020
Notes to Proxy
| 1. | Every shareholder has the right to appoint some other person or company of the shareholder’s choice, who need not be a shareholder of Emera Inc., to participate, act and vote on the shareholder’s behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse and return your proxy by mail, fax or email. In addition, to enable your chosen proxyholder to participate and vote virtually at the Meeting, YOU MUST contact AST at 1-866-751-6315 (toll-free in North America) or 1-212-235-5754 (outside North America) by 5:00 p.m. ADT on June 3, 2020, to request a new Control Number for the meeting. This new Control Number will allow your proxyholder to log in to and vote at the meeting. Without a new Control Number your proxyholder will only be able to log in to the meeting as a guest and will not be able to vote. |
| 2. | This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy. |
| 3. | If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy. |
| 4. | Some holders may own securities as both a registered and a beneficial holder and will need to vote separately as a registered holder and as a beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries. |
| 5. | If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy. |
| 6. | If this proxy is not dated, it will be deemed to bear the date on which it was mailed on behalf of management of the Company to you. |
All holders should refer to the Management Information Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.
This proxy is solicited by and on behalf of Management of the Company.
Emera offers a number of ways to cast your vote prior to the meeting. By using one of these ways provided for you, you will be considered to have signed and returned this proxy.
|
• Go to www.astvotemyproxy.com • Follow the instructions on the screen • You will be required to enter the 13-digit control number located on the reverse • No need to return this proxy |
• Use any touch-tone telephone, call toll free in Canada and United States 1-888-489-5760 • Follow the voice instructions • When prompted, enter the 13-digit control number located on the reverse • No need to return this proxy |
To vote using your smartphone, please scan this QR Code
• No need to return this proxy
| ||
|
• Complete the reverse of this form • Return your signed proxy in the envelope provided or send to: AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1
|
• Complete the reverse of this form Fax your signed proxy to 1-416-368-2502, or toll free in Canada and United States to 1-866-781-3111 |
• Complete the reverse of this form • Scan your signed proxy and email it to proxyvote@astfinancial.com. |
INTERNET
TELEPHONE
SMARTPHONE
MAIL
FAX
EMAILAll proxies must be received by 5:00 p.m. Atlantic Time, Wednesday, June 3, 2020.
Exhibit 99.4
|
|
|
Voting Instruction Form (“VIF”) - Emera Inc.
Annual Shareholders’ Meeting of June 5, 2020
Appointee
I/We, being holder(s) of Emera Inc. (the “Company”) common shares, hereby appoint: M. Jacqueline Sheppard, or failing her, Scott C. Balfour, or failing him, Stephen D. Aftanas, OR
[To participate in the meeting and vote or to appoint someone to participate and vote on your behalf, print the name of the attendee here.]
as proxy of the undersigned, to participate, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all of the following matters and any other matter that may properly come before the Annual Meeting of Shareholders of the Company to be held at 2:00 p.m. Atlantic Time on Friday, June 5, 2020, at Emera Place, 5151 Terminal Road., Halifax, Nova Scotia and virtually at: https://web.lumiagm.com/148086240, using password: emera2020 (case sensitive) (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.
Management recommends voting FOR Resolutions 1, 2, 3, 4 and 5. Please use a dark black pencil or pen.
| 1. |
Election of Directors |
FOR | WITHHOLD | FOR | WITHHOLD | |||||||
| 01. Scott C. Balfour |
☐ | ☐ | 07. John B. Ramil | ☐ | ☐ | |||||||
| 02. James V. Bertram |
☐ | ☐ | 08. Andrea S. Rosen | ☐ | ☐ | |||||||
| 03. Sylvia D. Chrominska |
☐ | ☐ | 09. Richard P. Sergel | ☐ | ☐ | |||||||
| 04. Henry E. Demone |
☐ | ☐ | 10. M. Jacqueline Sheppard | ☐ | ☐ | |||||||
| 05. Kent M. Harvey |
☐ | ☐ | 11. Jochen E. Tilk | ☐ | ☐ | |||||||
| 06. B. Lynn Loewen |
☐ | ☐ | ||||||||||
| 2. |
Appointment of Auditors | FOR | WITHHOLD | |||||||||
| Appointment of Ernst & Young LLP as auditors |
☐ | ☐ | ||||||||||
| 3. |
Auditors Fee | FOR | AGAINST | |||||||||
| Authorize Directors to establish the auditors’ fee as required pursuant to the Nova Scotia Companies Act |
☐ | ☐ | ||||||||||
| 4. |
Advisory Vote on Executive Compensation | FOR | AGAINST | |||||||||
| Consider and approve, on an advisory basis, a resolution on Emera’s approach to executive compensation as disclosed in the Management Information Circular | ☐ | ☐ | ||||||||||
| 5. |
Employee Common Share Purchase Plan Amendment | FOR | AGAINST | |||||||||
| Consider and approve an amendment to the Company’s Employee Common Share Purchase Plan (the “Plan”) to increase the maximum number of common shares reserved for issuance under the Plan |
☐ | ☐ | ||||||||||
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting.
If no voting instructions are indicated above, this VIF will be voted FOR a matter by Management’s appointees or, if you appoint another person, as such other person sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.
|
Signature(s) |
Date |
Please sign exactly as your name(s) appears on this VIF. Please see reverse for instructions. All VIFs must be received by 5:00 p.m. Atlantic Time, Wednesday, June 3, 2020.
Under Canadian Securities Law, you are entitled to receive certain investor documents. Electronic financial statements and MD&A are available at www.Emera.com and at www.SEDAR.com. If you wish copies, please tick the box below or go to the website https://ca.astfinancial.com/financialstatements and input code 1705a.
| ❑ | I would like to receive quarterly financial statements and MD&A |
| ❑ | I would like to receive annual financial statements and MD&A |
Voting Instruction Form (“VIF”) - Emera Inc.
Annual Shareholders Meeting of June 5, 2020
| 1. | We are sending to you the enclosed proxy-related materials that relate to a meeting of holders of Emera Inc.’s common shares. Unless you, as an appointee, or an alternate appointee participate(s) in the Meeting and vote(s) in person or virtually, your securities can be voted only by management, as appointee of the registered holder, in accordance with your instructions. |
| 2. | Every shareholder has the right to appoint some other person or company of the shareholder’s choice, who need not be a shareholder of Emera Inc., to participate and act on the shareholder’s behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse and return your proxy by mail, fax or email. In addition, to enable your chosen proxyholder to participate and vote virtually at the Meeting YOU MUST contact AST at 1-866-751-6315 (toll-free in North America) or 1-212-235-5754 (outside North America) by 5:00 p.m. ADT on June 3, 2020, to request a new Control Number for the meeting. This new Control Number will allow your proxyholder to log in to and vote at the meeting. Without a new Control Number your proxyholder will only be able to log in to the meeting as a guest and will not be able to vote. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in this form or the Management Information Circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account. |
| 3. | We are prohibited from voting these securities on any of the matters to be acted upon at the Meeting without your specific voting instructions. In order for these securities to be voted at the Meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly. |
| 4. | This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate, set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate, and the address for service of the body corporate. |
| 5. | If this VIF is not dated it will be deemed to bear the date on which it is mailed by management to you. |
| 6. | When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the Meeting. |
| 7. | This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the Meeting or any adjournment thereof. |
| 8. | Your voting instructions will be recorded on receipt of the VIF. |
| 9. | By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities. |
| 10. | If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account. |
| 11. | This VIF should be read in conjunction with the Management Information Circular and other proxy materials provided by Management. |
All holders should refer to the Management Information Circular for further information regarding completion and use of this VIF and other information pertaining to the Meeting.
Emera offers a number of ways to cast your vote prior to the meeting.
|
• Go to www.astvotemyproxy.com • Follow the instructions on the screen • You will be required to enter the 13-digit control number located on the reverse • No need to return this VIF |
• Use any touch-tone telephone, call toll free in Canada and United States 1-888-489-5760 • Follow the voice instructions • When prompted, enter the 13-digit control number located on the reverse • No need to return this VIF |
To vote using your smartphone, please scan this QR Code. There is no need to return this VIF
| ||
|
• Complete the reverse of this form • Return your signed VIF in the envelope provided or send to: AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1 |
• Complete the reverse of this form Fax your signed VIF to 1-416-368-2502, or toll free in Canada and United States to 1-866-781-3111 |
• Complete the reverse of this form • Scan your signed VIF and email it to proxyvote@astfinancial.com. | ||
INTERNET
TELEPHONE
SMARTPHONE
MAIL
FAXAll VIFs must be received by 5:00 p.m. Atlantic Time, Wednesday, June 3, 2020.
Exhibit 99.5
CERTIFICATE
Reference is made to the annual meeting (the “Meeting”) of the holders of common shares of (“Shares”) of Emera Incorporated (“Emera”) scheduled to be held on June 5, 2020. The undersigned, the duly appointed Corporate Secretary of Emera, hereby certifies, for and on behalf of Emera, and not in his personal capacity, that:
| 1. | Emera has arranged to have proxy-related materials for the Meeting sent in compliance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) to all beneficial owners of Shares at least 30 days before the date fixed for the Meeting; |
| 2. | Emera has arranged to have carried out all of the requirements of NI 54-101 in addition to those described in item 1 above in connection with the Meeting; and |
| 3. | Emera is relying upon Section 2.20 of NI 54-101 in connection with the abridgement of the time periods specified in Subsections 2.2(1) and 2.5(1) of NI 54-101 in respect of the Meeting. |
DATED as of this 6th day of May, 2020.
| EMERA INCORPORATED | ||
| By: | “Stephen Aftanas” | |
| Name: Stephen Aftanas | ||
| Title: Corporate Secretary | ||