EX-99.2 3 d930584dex992.htm EX-99.2

EX-99.2

Exhibit 99.2

Sequans Communications
IMPORTANT ANNUAL MEETING INFORMATION 000004
ENDORSEMENT_LINE______________SACKPACK_____________
MR A SAMPLE
DESIGNATION (IF ANY)
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Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 5:00 p.m., Eastern Time, on June 24, 2015.
Vote by Internet
Go to www.investorvote.com/SQNS
Or scan the QR code with your smartphone
Follow the steps outlined on the secure website
Vote by telephone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
Follow the instructions provided by the recorded message
Using a black ink pen, mark your votes with an X as shown in X
this example. Please do not write outside the designated areas.
Annual Meeting Proxy Card 1234 5678 9012 345
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposals
ORDINARY MATTERS
EXTRAORDINARY MATTERS
For Against Abstain
For Against Abstain
For Against Abstain
For Against Abstain
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14.
B Non-Voting Items
Change of Address — Please print new address below.
Comments — Please print your comments below.
C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
Date (mm/dd/yyyy) — Please print date below.
Signature 1 — Please keep signature within the box.
Signature 2 — Please keep signature within the box.
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MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
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Resolutions within the competence of the Ordinary Shareholders’ Meeting
1. Approval of the statutory financial statements for the year ended December 31, 2014
2. Approval of the consolidated accounts for the year ended December 31, 2014
3. Appropriation of net loss for the year ended December 31, 2014
4. Agreements within the scope of Article L. 225-38 of the French Commercial Code
5. Approval of the compensation plan for non-executive directors
6. Appointment of Mr. Georges Karam as director
7. Appointment of Mr. Zvi Slonimsky as director
Resolutions within the competence of the Extraordinary Shareholders’ Meeting
8. Subject to the condition precedent that the appointment of Mr. Zvi Slonimsky is approved, issuance of 60,000 stock subscription warrants; establishing the conditions for exercising the stock warrants and adoption of an issuance agreement; revocation of preemptive subscription rights in favor of Mr. Alok Sharma, Mr. James Patterson, Mr. Zvi Slonimsky, Mr. Hubert de Pesquidoux, Mr. Dominique Pitteloud, and Mr. Yves Maître; powers to be granted to the Board of Directors
9. Authorization given to the Board of Directors to grant stock subscription options, and renunciation of shareholders’ preemptive subscription rights in favor of the beneficiaries of such options; conditions attached to such authorization; powers to be granted to the Board of Directors
10. Authorization granted to the Board of Directors to issue stock subscription warrants (“stock warrants”), and revocation of shareholders’ preemptive subscription rights in favor of the holders of such warrants; conditions attached to such authorization; powers to be granted to the Board of Directors
11. Setting an overall ceiling of 1,350,000 for issues of stock subscription options and stock warrants
12. Authority delegated to the Board of Directors to carry out a capital increase up to a maximum nominal amount of €400,000 by issuing shares and/or securities that confer rights to the Company’s equity and/or to securities that confer the right to an allotment of debt securities, reserved to a specific class of persons and revocation of preemptive subscription rights in favor of such class
13. Authority to be delegated to the Board of Directors to decide to increase stated capital by issuing shares reserved for employees and revocation of preemptive subscription rights in favor of such employees
14. Powers and formalities required for the meeting to be official
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Proxy — Sequans Communications
Instructions to the Bank of New York Mellon, as Depositary (Must be received prior to 5:00 pm Eastern time on June 24, 2015)
The undersigned registered holder of Depositary Shares hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the number of Deposited Securities underlying the Depositary Shares evidenced by Receipts registered in the name of the undersigned on the books of the Depositary as of the close of business on May 20, 2015 at the Ordinary General Meeting and Extraordinary Meeting of Shareholders to be held on June 29, 2015, and any adjournments thereafter, in respect to the resolutions specified on the reverse side.
Instructions as to voting on the specified resolutions should be indicated by an “X” in the appropriate box. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities other than in accordance with instructions received by the holder of Depositary Shares.
(Continued and to be marked, dated and signed, on the other side)