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ShaMaran Petroleum Corp. — Proxy Solicitation & Information Statement 2021
May 17, 2021
43651_rns_2021-05-17_044ec806-6dc9-4792-9be8-4f1dd7f441fc.pdf
Proxy Solicitation & Information Statement
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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an Annual General Meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares in the capital of ShaMaran Petroleum Corp. (the “Corporation” ) will be held at 2000, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8 on Wednesday, June 23, 2021, at 8:00 a.m. PDT, for the following purposes:
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to receive the consolidated financial statements of the Corporation for the year ended December 31, 2020 together with the report of the auditors thereon;
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to fix the number of directors at five (5);
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to elect directors for the ensuing year;
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to appoint PricewaterhouseCoopers SA, as auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;
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to consider and, if thought fit, to pass an ordinary resolution providing the required annual approval of the Corporation’s Incentive Stock Option Plan, as more particularly described in the accompanying Management Information Circular;
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to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.
Accompanying this Notice of Meeting is a Management Information Circular of the Corporation dated May 12, 2021 (the “ Information Circular ”). Reference is made to the Information Circular for details of the matters to be considered at the Meeting.
Due to the public health restrictions related to the ongoing Covid-19 pandemic and taking into account the health and safety of our employees, shareholders, service providers and other stakeholders, the Meeting will only be open to registered Shareholders and duly appointed proxy holders. Further restrictions with regard to the Meeting may be implemented by the Corporation as required or appropriate in accordance with applicable law and public health recommendations. Shareholders are encouraged to vote by proxy, whether by mail, by telephone or through the Internet, in advance of the deadline set forth in the Information Circular. See “ Proxies and Voting Rights – How to Vote ”. The Corporation is not aware of any items of business to be brought before the Meeting other than those described in the Information Circular and there will be no management presentation on the business and operations of the Corporation at the Meeting.
The directors of the Corporation have fixed May 11, 2021 as the record date for the Meeting (the “ Record Date ”). Only Shareholders of record at the close of business on the Record Date are entitled to vote at the Meeting or any adjournment thereof.
As described in the “notice and access” notification mailed to Shareholders of the Corporation, the Corporation has opted to deliver its Meeting materials to Shareholders by posting them on its website at www.shamaranpetroleum.com and under the Corporation’s issuer profile on SEDAR at www.sedar.com on May 18, 2021. The use of this alternative means of delivery is more environmentally friendly and more economical as it reduces the Corporation’s paper and printing use and thus reduces the Corporation’s printing and mailing costs. The Meeting materials will be available on the Corporation’s website for one full year.
Shareholders who wish to receive paper copies of the Meeting materials prior to the meeting may request copies from the Corporation by calling 1-855-887-2243 no later than June 11, 2021.
If you are a registered Shareholder and not able to attend the Meeting, please vote by using the proxy form or voting instruction form included with the “notice and access” notification and return it according to the instructions provided before 8:00 a.m. PDT on Monday June 21, 2021.
If you are a non-registered Shareholder and received this Notice of Meeting and accompanying materials through an intermediary, such as an investment dealer, brokerage firm, bank, trust company, trustee, custodian, administrator or other nominee, or a clearing agency in which the intermediary participates (each, an “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.
If you have any questions about the procedures required to qualify to vote at the Meeting or about obtaining and depositing the required form of proxy, you should contact the Corporation's transfer agent, Computershare Investor Services Inc., by telephone (toll free in North America) at 1-800-564-6253, by fax at 1-866-249-7775 or by e-mail at [email protected].
DATED at Vésenaz, Switzerland, the 12th day of May, 2021.
ON BEHALF OF THE BOARD
(signed) “Adel Chaouch” Adel Chaouch, Ph.D., P.E. President, Chief Executive Officer and Director
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