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TRUBAR Inc. Proxy Solicitation & Information Statement 2025

Apr 17, 2025

47671_rns_2025-04-17_7f4a4c43-0d49-4ab2-9a50-1a3837b33d02.pdf

Proxy Solicitation & Information Statement

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 2025

April 8, 2025

NOTICE IS HEREBY GIVEN THAT an annual and special meeting (the "Meeting") of the holders ("Shareholders") of common shares (the "Common Shares") of Simply Better Brands Corp. ("Simply Better" or the "Company") will be held at the offices of Norton Rose Fulbright Canada LLP located at 222 Bay Street, Suite 3000, Toronto, Ontario, M5K 1E7 at 9:00 a.m. (Eastern Time) on Wednesday, May 21, 2025.

Shareholders will be asked at the Meeting to consider and vote on the following matters, as described in detail in the Management Information Circular (the "Circular"):

  1. to fix the number of directors to be elected at the meeting at seven. Information regarding setting the number of directors may be found in the "Particulars of Matters to be acted Upon – Fixing the Number of Directors" section of the Circular;
  2. to elect directors to hold office for the ensuing year. Information regarding the election of directors may be found in the "Particulars of Matters to be acted Upon – Election of Directors" section of the Circular;
  3. to appoint Davidson & Company LLP as auditors of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors. Information regarding the appointment of the auditors may be found in the "Particulars of Matters to be acted Upon – Appointment of Auditor" section of the Circular;
  4. to ratify, confirm and approve the omnibus equity incentive plan of the Company. Information regarding the omnibus equity incentive plan may be found in the "Particulars of Matters to be acted Upon – Approval of Omnibus Plan" section of the Circular; and
  5. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the accompanying Circular which forms a part of this Notice.

The record date (the "Record Date") for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting is April 8, 2025. Only Shareholders of record at the close of business on the Record Date ("Registered Shareholders") will be entitled to vote at the Meeting.

Registered Shareholders may attend and participate in the Meeting or may be represented by proxy. Registered Shareholders who are unable to attend the Meeting or any adjournment or postponement thereof are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment or postponement thereof. To be effective, the enclosed form of proxy must be received by Odyssey Trust Company: (a) by mail to Odyssey Trust Company, 702, 67 Yonge Street, Toronto ON, M5E 1J8, Canada, (b) by facsimile to 1-800-517-4553, or (c) online at https://login.odysseytrust.com/pxlogin. In order to be valid and acted upon at the Meeting, proxies must be returned to Odyssey Trust Company not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment or postponement thereof. Shareholders are cautioned that the transmission of proxies by mail is at each Shareholder's risk.

Beneficial shareholders (being Shareholders holding Common Shares that are registered in the name of a broker, custodian, bank, trust company or other intermediary or nominee) should complete and return the voting instruction form or other authorization provided to them in accordance with the instructions provided therein. Failure to do so may result in their Common Shares not being voted at the Meeting.

Shareholders who wish to appoint a person other than the management designees identified on the enclosed form of proxy or voting instruction form to represent him, her or it at the Meeting may do so by inserting such person's name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form.

The proxyholder has discretion under the enclosed form of proxy to consider matters to come before the Meeting. The persons named in the enclosed proxy will have discretionary authority with respect to: (a) any amendments or


variations of the matters of business to be acted on at the Meeting; and (b) any other matters properly brought before the Meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Meeting is routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested.

At the date of this Circular, management of Simply Better knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in this Notice of Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Circular carefully before submitting the form of proxy.

It is the intention of the persons named in the enclosed form of proxy for Shareholders, if not expressly directed to the contrary in such form of proxy, to vote FOR each of the resolutions to be considered at the Meeting.

As a Shareholder of the Company, it is very important that you read the Circular and other Meeting materials carefully. They contain important information with respect to voting your Common Shares and attending and participating at the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS OF SIMPLY BETTER BRANDS CORP.

(s) "J. R. Kingsley Ward"

J.R. Kingsley Ward
CEO & Chairman of the Board of Directors
Simply Better Brands Corp.

Simply Better Brands Corp.
2025 Management Information Circular | Page 2