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Bird Construction Inc. — AGM Information 2022
Mar 16, 2022
46692_rns_2022-03-16_cca1bfca-6152-49a0-a134-b564cf668e01.pdf
AGM Information
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BIRD CONSTRUCTION INC. NOTICE AND ACCESS NOTIFICATION FOR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO: BENEFICIAL SHAREHOLDERS OF BIRD CONSTRUCTION INC.
TAKE NOTICE that Bird Construction Inc. (the “ Company ” or “ Bird ”) is using the “notice-and-access” provisions under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (the “ Notice-and-Access Provisions ”) to send to beneficial holders (“ Beneficial Shareholders ”) of the Company’s common shares (“ Shares ”) the Company proxy-related materials relating to the Annual and Special Meeting (the “ Meeting ”) of holders of Shares which will be conducted solely via live audio webcast available online at https://meetnow.global/MFHTYSV on Tuesday, May 10, 2022 at 2:30 p.m. (Eastern time).
As is set forth in the Management Information Circular of the Company dated March 16, 2022 that has been prepared for the Meeting (the “Circular ”) and the Voting Instruction Form which accompanies this Notice-and-Access Notification, the Meeting will be held for the following purposes:
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(a) to receive the Company’s annual financial statements for the year ended December 31, 2021 and the report of the auditors on those statements;
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(b) to pass a special resolution to: i) amend the articles of incorporation to increase the maximum number of directors of the Company (the “ Directors ”) from ten to twelve; and ii) authorize the Directors to increase, by resolution of the Board of Directors passed from time to time, the number of Directors of the Company by up to one-third of the number of Directors elected at the last meeting of shareholders and up to the maximum number of Directors as set out in the articles, as amended (the “ Special Resolution ”);
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(c) to elect eleven Directors for the ensuing year;
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(d) to reappoint the auditors for the ensuing year and to authorize the Directors to fix the remuneration to be paid to the auditors; and
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(e) to transact such further or other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.
The Company has been carefully monitoring the status of the COVID-19 pandemic and is proactively implementing measures to prioritize the health and well-being of its employees, suppliers, partners, shareholders, communities and other stakeholders. To proactively deal with the public health impact of the COVID-19 pandemic and to mitigate risks to the health and safety of stakeholders, the Company will hold the Meeting in a virtual-only format, which will be conducted via live audio webcast. SHAREHOLDERS WILL NOT BE ABLE TO ATTEND THE MEETING IN PERSON. Holders of record of shares (“Shareholders”) will have an equal opportunity to participate during the Meeting’s live webcast, regardless of their geographic location.
Beneficial Shareholders are reminded to review the Circular carefully before voting as the Circular has been prepared to help you make an informed decision.
The Company has elected to use the Notice-and-Access Provisions for the Meeting in respect of mailings to its Beneficial Shareholders but not in respect of mailings to its registered holders of Shares (“ Registered Shareholders ”). The Notice-and-Access Provisions are a set of rules developed by the
Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing a reporting issuer to post an information circular in respect of a meeting of its shareholders and related materials online.
The Circular together with related materials has been posted and is available for review at www.bird.ca and also on the Company's profile on SEDAR at www.sedar.com. Beneficial Shareholders may request that paper copies of the meeting materials be sent to them by postal delivery at no cost. Requests for meeting materials may be made up to one year from the date the Circular was filed on SEDAR, by contacting Bird at 905-602-4122 extension 104 or toll-free at 1-844-602-2473. Shareholders in Canada with questions about the Meeting, or about notice and access, can call Bird at 905-602-4122 extension 104 or toll-free at 1-844-602-2473.
In order to allow reasonable time for a Beneficial Shareholder to receive and review the Information Circular, requests should be received at least 5 business days in advance of the proxy deposit date and time set out in the accompanying proxy or voting instruction form in order to receive the meeting materials in advance of such date and the Meeting date.
Beneficial Shareholders are reminded that in order to ensure that their Shares are voted at the Meeting they must: (i) complete, sign and return the accompanying Voting Instruction Form to Broadridge Financial Solutions Inc. (“ Broadridge ”) in accordance with the directions on the form; and (ii) ensure that such completed voting instruction form is received by Broadridge not later than 48 hours prior to the time of the Meeting or any adjournment thereof. Alternatively, voting instruction forms sent by Broadridge permit the completion of the voting instruction form by telephone or through the internet at www.proxyvotecanada.com. If they wish to attend and participate at the Meeting, they should carefully follow the instructions set out on the voting instruction form relating to the Meeting, in order to appoint and register themselves as proxy. Reference is also made to the discussion in the Information Circular under “ Voting Information ” for further information on voting.
DATED at Mississauga, Ontario this 16[th] day of March 2022.
By order of the Board of Directors of Bird Construction Inc.
(signed) Terrance L. McKibbon
Terrance L. McKibbon President and Chief Executive Officer March 16, 2022