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Black Diamond Group Limited Proxy Solicitation & Information Statement 2020

Apr 1, 2020

46516_rns_2020-04-01_95fed751-6aa6-4000-a15a-3dfff31976b0.pdf

Proxy Solicitation & Information Statement

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BLACK DIAMOND GROUP LIMITED

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

You are receiving this notification as Black Diamond Group Limited (“ Black Diamond ”) has decided to use the notice and access model (“ Notice and Access ”) for the delivery of meeting materials to its shareholders who do not hold their common shares of Black Diamond (“ Common Shares ”) in their own name (the “ Beneficial Shareholders ”) in respect of its annual meeting of shareholders to be held on May 12, 2020 (the “ Meeting ”). Under Notice and Access, Beneficial Shareholders still receive a voting instruction form enabling them to vote at the Meeting. However, instead of receiving a paper copy of Black Diamond’s information circular – proxy statement dated March 23, 2020 (the “ Information Circular ”), Beneficial Shareholders are receiving this notice with information on how they may access the Information Circular electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and it will also reduce Black Diamond’s printing and mailing costs.

MEETING DATE, TIME AND LOCATION

WHEN
Tuesday, May 12, 2020
3:00 p.m. (Mountain Time)
WHERE
The meeting will be held in a virtual meeting format
only, by way of a live audio-only webcast at:
https://web.lumiagm.com/237481143

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:

  1. to elect seven (7) directors of Black Diamond for the ensuing year;

  2. to appoint auditors of Black Diamond for the ensuing year and to authorize the directors of Black Diamond to fix their remuneration as such; and

  3. to transact such other business as may properly come before the Meeting or any adjournment thereof.

SHAREHOLDERS ARE REMINDED TO REVIEW THE INFORMATION CIRCULAR BEFORE VOTINGWEBSITES WHERE INFORMATION CIRCULAR IS POSTED

The Information Circular can be viewed online at www.SEDAR.com or at the following internet address: http://www.blackdiamondgroup.com/investor-centre/annual-meeting-material/

HOW TO OBTAIN PAPER COPIES OF THE INFORMATION CIRCULAR

Beneficial Shareholders may request paper copies of the Information Circular be sent to them at no cost. Requests may be made up to one year from the date the Information Circular was filed on SEDAR by telephone at 1-877-9077643 and entering the 15-digit control number located on the voting instruction form and following the instructions provided.

Requests should be received at least five business days in advance of the proxy deposit date and time set out in the accompanying voting instruction form in order to receive the Information Circular in advance of such date and the date of the Meeting.

VOTING

Beneficial Shareholders are asked to return their voting instruction form using the following methods by 3:00 p.m. (Mountain Time) on Friday, May 8, 2020:

INTERNET: www.proxyvote.com

TELEPHONE: 1-866-474-7493

PARTICIPATING IN THE MEETING

In order to participate in the meeting, Beneficial Shareholders must duly appoint themselves as proxyholder.

To register a proxyholder, a beneficial owner MUST visit www.computershare.com/BDQQ by no later than 3:00 p.m. (Mountain time) on May 8, 2020 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a username via email after the deadline for depositing proxies has passed.

The Meeting will be hosted online by way of a live audio-only webcast. Shareholders will not be able to attend the Meeting in person. A summary of the information shareholders will need to attend the online Meeting is provided below. The meeting will be held on Tuesday, May 12, 2020, at 3:00 p.m., Calgary time.

In order to attend the Meeting, Beneficial Shareholders who have duly appointed themselves as proxyholder must login online as set out below:

  • Step 1: Login online at https://web.lumiagm.com/237481143.

  • Step 2: Follow the instructions below:

Read and accept the Terms and Conditions and then enter your username (which for duly appointed proxyholders is the username provided to you via email by Computershare) and password bdgl2020 (case sensitive). Proxyholders who have been duly appointed and registered with Computershare prior to the Meeting as described in this information circular – proxy statement will receive a username by email from Computershare after the proxy voting deadline has passed.

Duly appointed proxyholders may ask questions at the Meeting and vote by completing a ballot online during the Meeting. If you plan to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting. You should allow ample time to login to the Meeting online and complete the check-in procedures.

Please see “ Advice to Beneficial Holders of Common Shares ” in the Information Circular for detailed instructions regarding how to participate in the Meeting.

QUESTIONS

Beneficial Shareholders in Canada with questions about Notice and Access can call toll free at 1-888-569-4880. Outside of Canada, Beneficial Shareholders can dial 587-293-3410 to speak to Black Diamond’s investor relations.

Please Note: You cannot use this notice to vote. If you do request a paper copy of the Information Circular, you will not receive a new voting instruction form so you should retain the form sent to you in order to vote.