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Groupe Dynamite Inc. Proxy Solicitation & Information Statement 2025

May 9, 2025

48545_rns_2025-05-09_3ed58275-3c42-4cb6-a0fe-19592fe53062.pdf

Proxy Solicitation & Information Statement

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GDI | DYNAMITE GARAGE

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

Groupe Dynamite Inc. (the "Company") is giving its holders of subordinate voting shares and multiple voting shares notice of its 2025 annual meeting of shareholders (the "Meeting") to be held by way of virtual-only meeting via live webcast.

WHEN WHERE RECORD DATE
June 17, 2025, commencing at 1:30 p.m. (Montreal time) Online via live webcast at https://meetings.lumiconnect.com/400-666-455-246
Meeting ID: 400-666-455-246
Password: dynamite2025 Close of business at 5:00 p.m. (Montreal time) on May 8, 2025

BUSINESS TO BE TRANSACTED AT THE MEETING

(1) To receive our audited consolidated financial statements as at and for the fiscal year ended February 1, 2025 ("Fiscal 2024"), together with the notes thereto and the auditor's report thereon (for details, see "Presentation of the Financial Statements" in our management proxy circular dated May 9, 2025 (the "Circular"));

(2) To elect directors of the Company for the ensuing year (for details, see "Election of Directors" in our Circular);

(3) To re-appoint Deloitte LLP as our independent auditor until the next annual meeting of shareholders and to authorize the board of directors to set its remuneration (for details, see "Re-appointment of Auditor" in our Circular); and

(4) To transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

YOUR VOTE IS IMPORTANT

You are entitled to vote either by proxy or at the Meeting by online ballot through the live webcast platform.

Registered Shareholders (whose shares are registered in their name) may use one of the voting methods shown below in order to vote in advance of the Meeting:

By Phone You can vote your shares by calling 1-866-962-0498 (toll-free in North America). You will need to enter your 15-digit control number printed on the front of your proxy form. Follow the interactive voice recording instructions to submit your vote.
Online You can vote your shares online at https://www.investorvote.com/Login. You will need to enter your 15-digit control number printed on the front of your proxy form and follow the instructions on screen.
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By Mail Complete, sign, date and return your form of proxy or voting instruction form in the postage-paid envelope provided so that it arrives no later than on June 13, 2025, at 1:30 p.m. (Montreal time). This will ensure your vote is recorded.
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Non-Registered Shareholders (whose shares are held indirectly through an intermediary such as a bank, trust company, securities broker or other intermediary) should review the voting instruction form provided by their intermediary, which sets out the procedures to be followed for shares held through intermediaries.

Further details on the voting processes are provided in the enclosed proxy form or voting instruction form. All voting instructions, to be valid, must be received by Computershare Investor Services Inc. no later than the proxy cut-off time of 1:30 p.m. (Montreal time) on June 13, 2025 (or at least 48 hours, excluding Saturdays, Sundays and holidays, before any adjournment or postponement of the Meeting) in order for the proxy to be voted.

Non-Registered Shareholders must provide their voting instructions to their intermediary by the deadline specified on the voting instruction form so that the intermediary has sufficient time to act on the voting instructions in advance of the proxy cut-off.

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NOTICE-AND-ACCESS

We are using "notice-and-access" to deliver the Circular and our audited consolidated annual financial statements for Fiscal 2024, accompanied by management's discussion and analysis (together with the Circular, the "Meeting Materials"), pursuant to an exemption obtained by the Company under the Canada Business Corporations Act. Under the notice and access procedure, you are still entitled to receive a form of proxy (or voting instruction form) enabling you to vote at the Meeting. However, instead of receiving paper copies of the Meeting Materials, you are receiving this Notice of Meeting which contains information about how to access the Meeting Materials electronically. The use of notice-and-access will directly benefit the Company by reducing our printing and mailing costs and is more environmentally friendly, as it reduces paper use. It also helps expedite our Shareholders' receipt of our Meeting Materials.

The Meeting Materials have been posted at https://investors.groupedynamite.com/annual-general-meeting-documents and under Groupe Dynamite's profile on www.sedarplus.ca. Before the Meeting, you may request paper copies of the Meeting Materials by following the instructions below:

  • If you are a Registered Shareholder: at no cost to you, by calling Computershare, at 1-866-962-0498 (toll free in Canada and the United States) or 514-982-8716 (international direct dial) and entering your control number, as indicated on your voting instruction form or your proxy form, or by email at [email protected].
  • If you are a Non-Registered Shareholder: at no cost to you, by calling Broadridge Investor Communications Solutions, Canada, toll-free at 1-877-907-7643 (in North America) or at 1-303-562-9305 (outside North America) and entering your control number, as indicated on your voting instruction form.

Please note that you will not receive another form of proxy or voting instruction form; please retain your current one to vote your shares. Requests for paper copies should be received at least five business days prior to the proxy cut-off time, which is set for June 13, 2025, at 1:30 p.m. (Montreal time), in order to receive the Meeting Materials in advance of such date and the Meeting. To receive paper copies in advance of the voting deadline and Meeting, we recommend that your request be received by no later than 5:00 p.m. (Montreal time) on June 6, 2025.

After the Meeting, you may request paper copies of the Meeting Materials by calling us at 514-733-3962 or by email at [email protected]. We will send your Meeting Materials within ten calendar days after receiving your request. You may request a paper copy of the Meeting Materials at no cost up to one year from the date the Circular is filed on SEDAR+ at www.sedarplus.ca.

Shareholders may contact our transfer agent, Computershare, toll-free at 1-800-564-6253 (toll free in Canada and the United States) or 514-982-7555 (international direct dial), or by email at [email protected], for more information regarding notice-and-access or with questions regarding how to vote their shares. Shareholders should review the Circular and other Meeting Materials carefully before voting.

These securityholder materials are being sent to both Registered Shareholders and Non-Registered Shareholders. If you are a Non-Registered Shareholder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

DATED at Montréal, Québec, this 9th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) Christian Roy
Christian Roy
Senior Vice President, Legal Affairs and
Corporate Secretary

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