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Dynacor Group Inc. — Proxy Solicitation & Information Statement 2023
May 23, 2023
46127_rns_2023-05-23_f46e8f83-c8e1-4d93-9e8c-838470f9c820.pdf
Proxy Solicitation & Information Statement
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ANNUAL MEETING OF SHAREHOLDERS OF
DYNACOR GROUP INC.
NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS
You are receiving this notification as Dynacor Group Inc. (the “ Corporation ”) has decided to use the notice and access model for delivery of the notice of annual meeting of shareholders, the management proxy circular (the “ Proxy Circular ”) and the Corporation’s 2022 audited annual financial statements and related management’s discussion and analysis (collectively, the “ Meeting Materials ”) to its shareholders. Under notice and access, shareholders receive a proxy or voting instruction form enabling them to vote at the Corporation’s meeting. However, instead of a paper copy of the Meeting Materials, shareholders receive this notice with information on how they may access the Meeting Materials electronically. The use of this alternative means of delivery will help reduce paper use and also reduce the cost of printing and mailing Meeting Materials to shareholders.
MEETING DATE AND LOCATION:
WHEN: Tuesday, June 20, 2023 WHERE: Shareholders can attend the Meeting virtually via live webcast at : 10:00 a.m. (Eastern Time) https://lavery.zoom.us/j/65419760043
SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:
ELECTION OF DIRECTORS: Shareholders will be asked to elect our Directors. Information respecting the Directors may be found under the heading “Election of Directors” of the Proxy Circular.
AMENDMENTS TO THE STOCK OPTION PLAN OF THE CORPORATION : Shareholders will be asked to consider, and if thought fit, adopt a resolution authorizing amendments to the stock option plan of the Corporation in order to add a cashless exercise feature. Information respecting the amendments to the stock option plan of the Corporation may be found under the heading “Amendments to the Stock Option Plan” of the Proxy Circular.
APPOINTMENT OF AUDITORS AND AUDITORS’ REMUNERATION: Shareholders will be asked to re-appoint Raymond Chabot Grant Thornton, LLP, Chartered Professional Accountants, as the Corporation’s auditors at a remuneration to be fixed by the Directors. Information respecting the appointment of Raymond Chabot Grant Thornton, LLP, Chartered Professional Accountants, may be found under the heading “Appointment of Auditors” of the Proxy Circular.
OTHER BUSINESS: Shareholders may be asked to consider other items of business that may be properly brought before the meeting. Information respecting the use of discretionary authority to vote on any such other business may be found under paragraph “What if amendments are made to these matters or if other matters are brought before the Meeting?” of the Proxy Circular.
SHAREHOLDERS ARE REMINDED TO VIEW THE MEETING MATERIALS PRIOR TO VOTING.
WEBSITES WHERE MEETING MATERIALS ARE POSTED
Material can be viewed online at www.sedar.com or on the Corporation Website www.dynacorgold.com/en/.
HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS
Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Proxy Circular was filed on SEDAR by:
(a) emailing a request to [email protected]; (b) faxing a request to the Corporation at 514-393-9002; (c) calling the Corporation at 514-393-9000; or (d) mailing a request to: President and Chief Executive Officer Dynacor Group Inc. 625, René-Lévesque Blvd. West, Suite 1200 Montréal, Québec H3B 1R2
Requests should be received by June 7, 2023 at 5:00 p.m. in order to allow sufficient time for the beneficial shareholder to receive the paper copy and return the proxy by June 16, 2023 at 10:00 a.m.
VOTING
Registered Shareholders
You will have received a form of proxy from the Corporation’s transfer agent, TSX Trust Company (“ TSX ”). Complete, sign and mail your form of proxy in the postage prepaid envelope provided, fax it to the number indicated on the form or scan and email it to the address indicated on the form. You may also vote online or by the phone at the number indicated on the form.
Non-Registered Shareholders
There are two ways you can vote your shares held by your nominee. As required by Canadian securities legislation, you will have received from your nominee either a request for voting instructions or a form of proxy for the number of shares you hold. For your shares to be voted for you, please follow the voting instructions provided by your nominee. Since the Corporation has limited access to the names of its non-registered shareholders, if you attend the Meeting, the Corporation may have no record of your shareholdings or of your entitlement to vote unless your nominee has appointed you as proxyholder. Therefore, if you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or form of proxy and return same by following the instructions provided. Do not otherwise complete the form as your vote will be taken at the Meeting. Please register with the transfer agent, TSX, upon arrival at the Meeting.
Non-registered shareholders are asked to return their voting instructions using the following methods in order to be received by TSX no later than the proxy deposit date noted on your voting instruction form:
TELEPHONE: 1-888-489-7352 FACSIMILE: 416-595-9593 MAIL: TSX Trust Company PO BOX 721, Agincourt Ontario M1S 0A1
Shareholders who wish to receive paper copies of the Meeting Materials prior to the meeting, or with questions about notice and access can call 1-888-433-6443 (toll free in Canada and the United States) or 416-682-3801 (other countries) or at [email protected].
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