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granted thereafter, (ii) the number and kind of Shares by which annual per person Award limitations are measured under Section 4(a), (iii) the number and kind of Shares subject to or deliverable in respect of outstanding Awards and (iv) the exercise price, grant price or purchase price relating to any Award. In addition, the Committee shall, in such manner as it shall deem equitable, make adjustments in the terms and conditions of, and the criteria included in, Awards (including Performance Awards and performance goals) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence, as well
as acquisitions and dispositions of businesses and assets) affecting the Company, any Subsidiary or Affiliate or other business unit, or the financial statements of the Company or any Subsidiary or Affiliate, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations or business conditions or in view of the Committees assessment of the business strategy of the Company, any Subsidiary or Affiliate or business unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant, and any other circumstances deemed relevant. After any adjustment made pursuant to this paragraph, the number of shares subject to each outstanding Award shall be rounded to the nearest whole number.
Section 13.
Change in Control
. Subject to Section 11 of the Plan and except as otherwise provided in the applicable Award Agreement, upon the occurrence of a Change in Control, the Committee shall determine whether outstanding but unvested or unexercisable Options under the Plan shall become fully vested and exercisable and whether outstanding but unvested, unexercisable or not yet payable Awards (other than Options) under the Plan shall become fully vested, exercisable and payable; provided that all Awards consisting of Restricted Stock units granted in February 2006 in connection with the Initial Public Offering shall become fully vested
upon a Change in Control. In addition, upon a Change in Control, the Committee may determine that any or all outstanding Awards granted under the Plan shall be canceled and terminated; provided that, in connection with such cancellation and termination of any Award which is then vested, exercisable or payable, the holder of such Award receives for each Share subject to such Awards a cash payment (or the delivery of Shares, other securities or a combination of cash, stock and securities equivalent to such cash payment) equal to the difference, if any, between the consideration received by shareholders of the Company in respect of a Share in connection with such transaction and the purchase price per share, if any, under the Award multiplied by the number of Shares subject to such Award; provided further that if such product is zero or less, the Awards will be canceled and terminated without payment therefor.
Section 14.
Compliance with Laws; Transferability
. (a) The Company may, to the extent deemed necessary or advisable by the Committee, postpone the issuance or delivery of Shares or payment of other benefits under any Award until completion of such registration or qualification of such Shares or other required action under any applicable law, rule or regulation, listing or other required action with respect to any stock exchange or automated quotation system upon which the Shares or other securities of the Company are listed or quoted, or compliance with any other obligationor policy of the Company, as the Committee may consider appropriate,
and may require any Participant to make such representations, furnish such information and comply with or be subject to such other conditions as it may consider appropriate in connection with the issuance or delivery of Shares or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements, or other obligations or policies of the Company. Nothing herein shall require the Company to list, register or qualify the shares of Common Stock on any securities exchange.
(b) Except as the Committee may otherwise determine from time to time, (i) no Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant otherwise than by will or by the laws of descent and distribution; (ii) each Award, and each right under any Award, shall be exercisable during the Participants lifetime only by the Participant or, if permissible under applicable law, by the Participants guardian or legal representative; and (iii) no Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment or
encumbrance thereof shall be void and unenforceable against the Company. The provisions of this Section 14(b) shall not apply to any Award which has been fully exercised, earned or paid, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.
Section 15.
Certain Tax Provisions
. (a) The Company and any Subsidiary or Affiliate is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Shares, or any payroll or other payment to a Participant, amounts of withholding and other taxes due
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or potentially payable in connection with any transaction involving an Award (including, without limitation, FICA tax), and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of a Participants withholding obligations, either on a mandatory or elective basis in the discretion of the Committee. Notwithstanding any other provision of the Plan,
only the minimum amount of Shares deliverable in connection with an Award necessary to satisfy statutory withholding requirements will be withheld. For this purpose, Fair Market Value shall be determined as of the date on which the amount of tax to be withheld is determined (and any fractional share amount shall be settled in cash).
(b) If any Participant shall make any disposition of Shares delivered pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the Code, such Participant shall notify the Company of such disposition within ten days thereof.
(c) If a Participant, in connection with the acquisition of Shares under the Plan, is permitted under the terms of the Award Agreement to make the election permitted under Section 83(b) of the Code (i.e., an election to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code notwithstanding the continuing transfer restrictions) and the Participant makes such an election, the Participant shall notify the Company of such election within ten (10) days of filing notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under
Section 83(b) of the Code.
Section 16.
General Provisions
. (a) Neither the Plan nor any action taken hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or a Subsidiary or Affiliate, (ii) interfering in any way with the right of the Company or a Subsidiary or Affiliate to terminate any Eligible Persons or Participants employment or service at any time (subject to the terms and provisions of any separate written agreements), (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be
treated uniformly with other Participants and employees, or (iv) conferring on a Participant any of the rights of a shareholder of the Company unless and until the Participant is duly issued or transferred Shares in accordance with the terms of an Award. Except as expressly provided in the Plan and an Award Agreement, neither the Plan nor any Award Agreement shall confer on any person other than the Company and the Participant any rights or remedies thereunder.
(b) The prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless such recipient shall have received or executed (if execution is required) an Award Agreement or other instrument evidencing the Award and delivered a copy thereof to the Company, and otherwise complied with the then applicable terms and conditions.
(c) The Committee shall have full power and authority to determine whether, to what extent and under what circumstances any Award shall be canceled or suspended. These powers may include cancellation or forfeiture if a Participant establishes a relationship with a competitor of the Company or engages in activity which is in conflict with or adverse to the interest of the Company, as determined under the Companys non-competition policy, as in effect from time to time.
(d) The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred, either automatically, or at the election of the Committee or a Participant. Subject to the provisions of the Plan and any Award Agreement, the recipient of the Award (including, without limitation, any deferred Award) may, if so determined by the Committee, be entitled to receive, currently or on a deferred basis, cash dividends, or cash payments in amounts equivalent to cash dividends on Shares, with respect to the number of Shares covered by the Award, as determined by the Committee, in its sole discretion, and the Committee may
provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested. This Section 16(d) shall not apply to any Award granted to any resident of Canada if the result of any such deferral would be to postpone payment of such Award to a time later than the third anniversary of the end of the calendar year in which the Award was granted.
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(e) If any provision of this Plan is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to the extent, but only to the extent, necessary to conform to applicable laws or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, it shall be stricken and the remainder of the Plan shall remain in full force and effect.
(f) Awards may be granted to employees of the Company or any Subsidiary or Affiliate who are foreign nationals or employed outside the United States, or both, on such terms and conditions different from those applicable to Awards to those employees employed in the United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Companys obligation with respect to tax equalization for employees of the Company or any Subsidiary or Affiliate on assignments outside
their home country.
(g) Any and all grants of Awards and issuances of Shares under the Plan shall constitute a special incentive payment to the Participant and shall not be taken into account in computing the amount of salary or compensation of the Participant for the purpose of determining any benefits under any pension, retirement, profit-sharing, bonus, life insurance or other benefit plan of the Company or under any agreement with the Participant, unless such plan or agreement specifically provides otherwise. Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company from making any Award or payment to any person under any other plan,
arrangement or understanding, whether now existing or hereafter in effect.
(h) The section headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of the sections.
(i) Except as expressly provided therein, neither the Plan nor any Award Agreement shall confer on any person other than the Company and the Participant any rights or remedies hereunder or thereunder.
(j) The terms of the Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns.
(k) Each grantee of an Award recognizes and agrees that prior to being selected by the Committee to receive an Award he or she has no right to any benefits hereunder. Accordingly, in consideration of the grantees receipt of any Award hereunder, he or she expressly waives any right to contest the amount of any Award, the terms of any Award Agreement, any determination, action or omission hereunder or under any Award Agreement by the Committee, the Company or the Board, or any amendment to the Plan or any Award Agreement (other than an amendment to this Plan or an Award Agreement to which his or her consent is expressly required by the express
terms of the Plan or an Award Agreement).
Section 17.
Effective Date; Amendment and Termination
. (a) This Second Amended and Restated Equity Incentive Plan shall become effective upon its approval by the shareholders of the Company on May 19, 2008.
(b) Unless the Plan will have been previously terminated by the Board, the Plan will terminate ten years from the date set forth in Section 17(a). All Awards made under the Plan prior to its termination shall remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements. The Board will have the right, at any time to suspend, amend, alter, discontinue or terminate thePlan, provided, however that no such action shall be made without shareholder approval if such approval is required under tax or stock exchange rules and regulations. No termination of the
Plan or action by the Board in amending or suspending the Plan may materially impair the rights of a Participant under any outstanding Award, without the consent of the affected Participant, except any such amendment made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations (including but not limited to Section 409A of the Code).
(c) The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any Participant or holder or beneficiary of any Award; provided, however, that, notwithstanding the
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foregoing in this Section 17(c), no such action shall impair the rights of a Participant or holder or beneficiary under any Award theretofore granted under the Plan.
Section 18.
Governing Law
. The Plan will be governed by and construed in accordance with the law of the State of New York, without giving effect to principles of conflict of laws.
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Proxy Card for Holders of Common Stock
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THOMAS WEISEL PARTNERS GROUP, INC.
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VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by Thomas Weisel Partners Group, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.
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VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage paid envelope we have provided or return it to Thomas Weisel Partners Group, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
THOMAS WEISEL PARTNERS GROUP, INC.
The Board of Directors unanimously recommends a vote FOR proposal numbers 1, 2 and 3.
Vote on Directors
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Item 1 Election of Directors Election of eight (8)
Member of the Board of Directors:
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To withhold authority to vote for any individual
nominee(s), mark For All Except and write the
number(s) of the nominee(s) on the line below.
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(01) Thomas W. Weisel
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For All
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Withhold All
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For All Except
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(02) Matthew R. Barger
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(03) Michael W. Brown
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(04) B. Kipling Hagopian
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(05) Timothy A. Koogle
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(06) Michael G. McCaffery
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(07) Thomas I.A. Allen
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(08) Alton F. Irby III
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Vote On Proposals
Item 2 Ratify Appointment of Independent Auditors:
To ratify the selection of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2008
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For
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Against
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Abstain
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Item 3 To Amend the Companys Equity Incentive Plan
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For
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Against
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Abstain
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IMPORTANT: Please sign exactly as your name appears hereon and mail it promptly
even though you may plan to attend the meeting. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a partnership, please
sign in partnership name by a duly authorized person.
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Signature
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Date
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Signature (joint owners)
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Date
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PROXY
ANNUAL MEETING OF STOCKHOLDERS OF
THOMAS WEISEL PARTNERS GROUP, INC.
One Montgomery Street
San Francisco, California 94104
This Proxy is Solicited on Behalf of the Board of Directors of the Company
The undersigned stockholder hereby appoints Thomas W. Weisel, Lionel F. Conacher and Mark P. Fisher, and each of them individually as proxies for the undersigned, each with full power of substitution for and in the name of the undersigned, to act for the undersigned and to vote, as designated on the reverse, all of the shares of common stock of Thomas Weisel Partners Group, Inc. (the Company), which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company, or adjournment or postponement thereof, to be held May 19, 2008, at 8:00 a.m., Pacific Time, at One Montgomery Street, 35th Floor, San Francisco,
California 94104 to consider and act upon the matters as designated on the reverse side. Unless otherwise specified in the boxes and space provided, the proxies shall vote in the election of directors for the nominees listed on the reverse side, for the other proposals listed on the reverse side and shall have discretionary power to vote upon such other matters as may properly come before the meeting or any adjournment or postponement thereof. The Board of Directors has established the close of business on April 1, 2008, as the record date for the determination of the stockholders entitled to notice of and to vote at this Annual Meeting of Stockholders.
Please date, sign and mail your proxy card as soon as possible
(continued and to be signed on the reverse side)
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Voting Card for Holders of Exchangeable Shares
VOTING INSTRUCTION CARD
DIRECTION GIVEN BY
REGISTERED HOLDERS OF EXCHANGEABLE SHARES
OF
TWP ACQUISITION COMPANY (CANADA), INC.
FOR THE MAY 19, 2008 ANNUAL MEETING
OF
THE STOCKHOLDERS OF THOMAS WEISEL PARTNERS GROUP, INC.
The undersigned, having read the Notice of 2008 Annual Meeting of Shareholders and Proxy Statement regarding the annual meeting (the Annual Meeting) of common stockholders of Thomas Weisel Partners Group, Inc. (Thomas Weisel Partners) to be held at Thomas Weisel Partners corporate headquarters at One Montgomery Street, 35th Floor, San Francisco, California 94104 on Monday, May 19, 2008 at 8:00 a.m. (Pacific time) and the accompanying Notice to Exchangeable Shareholders, receipt of each of which is hereby acknowledged, does hereby instruct and direct the Trustee, pursuant to the provisions of the Voting and Exchange Trust
Agreement (the Agreement) dated as of January 2, 2008, by and among Thomas Weisel Partners, TWP Acquisition Company (Canada), Inc. (Canadian Sub) and the Trustee, as follows:
(PLEASE NOTE: IF NO DIRECTION IS MADE AND YOU SIGN BELOW, THE TRUSTEE IS HEREBY AUTHORIZED AND DIRECTED TO VOTE FOR ITEMS 1, 2 AND 3 BELOW AND AS TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING TO VOTE IN ITS DISCRETION.)
THE BOARD OF DIRECTORS OF
THOMAS WEISEL PARTNERS GROUP, INC.
UNANIMOUSLY RECOMMENDS YOU VOTE
FOR
PROPOSALS 1, 2 AND 3
To be valid, this voting instruction card must be signed and deposited in the enclosed return envelope
or by fax to (416) 368-2502 prior to 5:00 p.m., Eastern Time, on May 15, 2008
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(PLEASE SELECT ONE OF A, B, C or D)
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A.
Exercise or cause to be exercised, whether by proxy given by the Trustee to a representative of Thomas Weisel Partners or otherwise, the undersigneds voting rights at the Annual Meeting, or any postponement or adjournment thereof, as follows:
(PLEASE COMPLETE THE FOLLOWING ONLY IF YOU HAVE SELECTED ALTERNATIVE A.)
Proposal 1. Election of Directors Election of eight (8) Members of the Board of Directors:
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For All
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Withhold All
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For All Except
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To withhold authority to vote for individual nominee(s), mark For All Except
and write the number(s) of the nominee(s) on the line below.
(01) Thomas W. Weisel (02) Thomas I.A. Allen (03) Matthew R. Barger (04) Michael W. Brown
(05) B. Kipling Hagopian (06) Alton F. Irby III (07) Timothy A. Koogle (08) Michael G. McCaffery
Proposal 2. Ratify Appointment of Independent Auditors:
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To ratify the selection of Deloitte & Touche LLP
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For
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Against
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Abstain
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as Thomas Weisel Partners independent registered public accounting firm for the fiscal year ending December 31, 2008
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Proposal 3. To Amend Thomas Weisel Partners Equity Incentive Plan
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For
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Against
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Abstain
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To vote, in its discretion, upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.
(IF YOU HAVE SELECTED ALTERNATIVE A, PLEASE GO DIRECTLY TO THE SIGNATURE LINE ON THIS DOCUMENT.)
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B.
Deliver a proxy card to the undersigned at the Annual Meeting with respect to all Exchangeable Shares of Canadian Sub held by the undersigned on the record date for the Annual Meeting so that the undersigned may exercise personally the undersigneds voting rights at the Annual Meeting or any postponement or adjournment thereof.
(IF YOU HAVE SELECTED ALTERNATIVE B, PLEASE GO DIRECTLY TO THE SIGNATURE LINE ON THIS DOCUMENT.)
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C.
Deliver a proxy card to
to attend and act for and on behalf of the undersigned at the Annual Meeting with respect to all the Exchangeable Shares of Canadian Sub held by the undersigned on the record date for the Annual Meeting with all the powers that the undersigned would possess if personally present and acting thereat including the power to exercise the undersigneds voting rights at the Annual Meeting or any postponement or adjournment thereof.
(IF YOU HAVE SELECTED ALTERNATIVE C, PLEASE GO DIRECTLY TO THE SIGNATURE LINE ON THIS DOCUMENT.)
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D.
Deliver a proxy card to any of Thomas W. Weisel, Lionel F. Conacher or Mark P. Fisher, as representative of management of Thomas Weisel Partners, to attend and act for and on behalf of the undersigned at the Annual Meeting with respect to all the Exchangeable Shares of Canadian Sub held by the undersigned on the record date for the Annual Meeting with all the powers that the undersigned would possess if personally present and acting thereat including the power to exercise the undersigneds voting rights at the Annual Meeting or any postponement or adjournment thereof.
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(IF YOU HAVE SELECTED ALTERNATIVE D, PLEASE GO DIRECTLY TO THE SIGNATURE LINE ON THIS DOCUMENT.)
SIGNATURE
Executed on this
day of
, 2008.
Signature:
Signature (if joint owners):
Print Name:
Print Name:
Title (if applicable):
Title (if applicable):
NOTES:
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(1)
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A shareholder has the right to appoint a person to represent him/her at the Annual Meeting by inserting in the space provided in Alternative C the name of the person the shareholder wishes to appoint. Such person need not be a shareholder. A shareholder may instead designate a representative of management of Thomas Weisel Partners to exercise the shareholders voting rights at the Annual Meeting by selecting Alternative D.
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(2)
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To be valid, this voting instruction card must be signed and deposited with CIBC Mellon Trust Company, Attn: Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1 in the enclosed return envelope or by fax to (416) 368-2502 prior to 5:00 p.m., Eastern Time, on May 15, 2008 or, if the Annual Meeting is adjourned, 48 hours (excluding weekends and holidays) before any adjourned Annual Meeting.
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(3)
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If an individual, please sign exactly as your Exchangeable Shares are registered.
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If the shareholder is a corporation, this voting instruction card must be executed by a duly authorized officer or attorney of the shareholder and, if the corporation has a corporate seal, its corporate seal should be affixed. If Exchangeable Shares are registered in the name of an executor, administrator or trustee, please sign exactly as the Exchangeable Shares are registered. If the Exchangeable Shares are registered in the name of the deceased or other shareholder, the shareholders name must be printed in the space provided. This voting instruction card must be signed by the legal representative with his/her name printed below his/her
signature and evidence of authority to sign on behalf of the shareholder must be attached to this voting instruction card.
In some cases, Exchangeable Shares beneficially owned by a holder (a Non-Registered Holder) may be registered in the name of a securities dealer or broker or other intermediary, or clearing agency. Non-Registered Holders should, in particular, review the section entitled Non-Registered Holders in the accompanying Notice to Exchangeable Shareholders and carefully follow the instructions of their intermediaries.
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If a share is held by two or more persons, each should sign this voting instruction card.
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(5)
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If this voting instruction card is not dated in the space provided, it is deemed to bear the date on which it is mailed by the shareholder.
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Meeting Notice for Holder of Exchangeable Shares
Notice to Exchangeable Shareholders
Our records show that you are the holder of exchangeable shares (
Exchangeable Shares
) issued by TWP Acquisition Company (Canada), Inc. (
Canadian Sub
), a Canadian company. The Exchangeable Shares are intended to provide you with voting rights that are substantially equivalent to those of holders of shares of common stock of Thomas Weisel Partners Group, Inc. (
Thomas Weisel Partners
), the U.S. parent of Canadian Sub, including the right to attend and exercise voting rights at meetings of the shareholders of Thomas Weisel Partners. Thomas Weisel Partners will be holding its 2008 Annual Meeting of
Shareholders (the
Annual Meeting
) on Monday, May 19, 2008, at 8:00 a.m., Pacific time, to:
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(1)
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Elect eight directors to serve until Thomas Weisel Partners subsequent Annual Meeting;
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(2)
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Ratify the appointment of Deloitte & Touche LLP as independent auditors for 2008;
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(3)
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Vote on a proposal to amend the Thomas Weisel Partners Group, Inc. Equity Incentive Plan; and
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(4)
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Conduct any other business that properly comes before the meeting.
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The meeting will take place at Thomas Weisel Partners corporate headquarters at One Montgomery Street, 35
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Floor, San Francisco, California 94104.
At the Annual Meeting, you will have voting rights, as described below, equal to the number of Exchangeable Shares you hold. You are permitted to instruct the Trustee under the Voting and Exchange Trust Agreement that was entered into in connection with Thomas Weisel Partners acquisition of Westwind Partners, as to how the Trustee is to vote your Exchangeable Shares at the Annual Meeting. If you do not give voting instructions, the Trustee will not be entitled to exercise the voting rights attached to your Exchangeable Shares. Alternatively, you may instruct the Trustee to give you, or a person designated by you, a proxy to exercise personally
the voting rights attached to your Exchangeable Shares or a proxy to a designated agent or other representative of management of Thomas Weisel Partners to exercise those voting rights.
To instruct the Trustee as to how you wish to exercise your voting rights, you must complete, sign, date and return the enclosed voting instruction card to the Trustee by 5:00 p.m., Eastern Time, on
May 15, 2008.
If you wish to attend the meeting and are a holder of record of Exchangeable Shares, you will be asked to present photo identification, such as a drivers license, to a representative of the Trustee who will attend the meeting. Whether or not you plan to attend, please complete, sign, date and return the voting instruction card in the envelope provided in order to ensure that your Exchangeable Shares will be represented at the Annual Meeting.
You have the right to revoke any instructions to the Trustee by giving written notice of revocation to the Trustee or by executing and delivering to the Trustee a later-dated voting instruction card. No notice of revocation or later-dated voting instruction card however, will be effective unless received by the Trustee prior to 5:00 p.m., Eastern Time, on May 15, 2008.
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Non-Registered Holders
Only registered holders of Exchangeable Shares of Canadian Sub are permitted to instruct the Trustee as to how to vote their Exchangeable Shares at the Annual Meeting or to attend and vote at the Annual Meeting in person or by proxy as described above. You may be a beneficial owner but not a registered holder of Exchangeable Shares (a
Non-Registered Holder
) if your Exchangeable Shares are registered either:
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in the name of an intermediary (an
Intermediary
) with whom you deal in respect of the Exchangeable Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, and similar plans; or
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(2)
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in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant.
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The Trustee has distributed copies of the Notice of 2008 Annual Meeting of Shareholders and Proxy Statement, dated April 2, 2008, the 2007 Annual Report of Thomas Weisel Partners and the Notice to Exchangeable Shareholders (collectively, the
Meeting Materials
) to Intermediaries who are required to forward these Meeting Materials to Non-Registered Holders, unless a Non-Registered Holder has waived the right to receive them. If you are a Non-Registered Holder who has not waived the right to receive Meeting Materials, you will be given either:
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a voting instruction card, which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Exchangeable Shares beneficially owned by you but which is otherwise blank. This voting instruction card need not be signed by you. In this case, if you wish to direct the voting of the Exchangeable Shares held by you or attend and vote at the Annual Meeting (or have another person attend and vote on your behalf) you should properly complete the voting instruction card and deposit it with Voting Trustee CIBC Mellon Trust Company, Attn: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1 or by fax to (416) 368-2502 prior to 5:00 p.m., Eastern Time, on May 15, 2008; or
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(2)
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a voting instruction form which must be completed and signed by you in accordance with the directions on the voting instruction form.
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If you are a Non-Registered Holder and wish to attend the meeting, you will be asked to provide proof of ownership, such as an account statement or letter from a bank or broker evidencing your ownership of Exchangeable Shares as of April 1, 2008, the record date for the Annual Meeting, to a representative of the Trustee who will attend the meeting.
The purpose of these procedures is to permit you, as a Non-Registered Holder, to direct the voting of the Exchangeable Shares you beneficially own or to attend and vote at the Annual Meeting, in person or by proxy. Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies. A Non-Registered Holder generally may revoke a voting instruction card/form given to an Intermediary at any time by written notice to the Intermediary in a reasonable period of time prior to the Annual Meeting, as set forth in the Intermediarys instructions.
Information Relating to Thomas Weisel Partners
Exchangeable Shares are exchangeable on a one-for-one basis for shares of common stock of Thomas Weisel Partners. As a result of the substantial economic and voting equivalency between the Exchangeable Shares and shares of common stock of Thomas Weisel Partners, you, as a holder of Exchangeable Shares, will have a participating interest determined by reference to Thomas Weisel Partners and not Canadian Sub. Accordingly, it is information relating to Thomas Weisel Partners that is relevant to you, and enclosed in this package are Thomas Weisel Partners Notice of 2008 Annual Meeting of Shareholders and Proxy Statement and 2007 Annual Report,
which we urge you to read carefully.
San Francisco, California
April 2, 2008
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