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BMTC Group Inc. — AGM Information 2023
Apr 13, 2023
43306_rns_2023-04-12_3f8ea9e4-8cdb-47c5-b7b5-40cb1ffee786.pdf
AGM Information
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ARBUTUS BIOPHARMA CORPORATION 701 Veterans Circle Warminster, Pennsylvania 18974, United States (267) 469-0914
NOTICE OF 2023 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD WEDNESDAY, MAY 24, 2023
Dear Shareholders of Arbutus Biopharma Corporation:
NOTICE IS HEREBY GIVEN that the 2023 Annual General and Special Meeting of Shareholders (the ‘‘Annual Meeting’’) of Arbutus Biopharma Corporation, a British Columbia corporation (‘‘Arbutus’’, the ‘‘Company’’, ‘‘we’’, ‘‘us’’, and ‘‘our’’), will be held on Wednesday, May 24, 2023 at 10:00 a.m. (Eastern Daylight Time) solely by means of live audio webcast online at www.virtualshareholdermeeting.com/ABUS2023, for the following purposes:
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ELECTION OF DIRECTORS . To elect the six (6) director nominees of Arbutus named in the accompanying Management Proxy Circular and Proxy Statement each to serve until the 2024 Annual General Meeting of Shareholders or until his qualified successor has been duly elected or appointed;
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APPROVAL OF AN AMENDMENT TO THE ARBUTUS BIOPHARMA CORPORATION 2016 OMNIBUS SHARE AND INCENTIVE PLAN . To approve an amendment to the Arbutus Biopharma Corporation 2016 Omnibus Share and Incentive Plan, as supplemented and amended (the ‘‘2016 Plan’’), to (a) increase the aggregate number of common shares authorized for issuance thereunder by 3,500,000 common shares and (b) increase the aggregate number of common shares that may be issued pursuant to incentive stock options granted thereunder by 3,500,000 common shares;
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ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS . To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the accompanying Management Proxy Circular and Proxy Statement (commonly referred to as a ‘‘Say on Pay’’ vote);
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RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . To ratify the appointment of Ernst & Young LLP (‘‘EY’’) as our independent registered public accounting firm for the fiscal year ending December 31, 2023;
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RECEIVE ANNUAL FINANCIAL STATEMENTS . To receive our audited consolidated financial statements for the year ended December 31, 2022 and the report of the independent registered public accounting firm thereon; and
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ANY OTHER BUSINESS . To transact such other business as may properly come before the Annual Meeting, or at any adjournments or postponements thereof.
The foregoing matters are more fully described in the accompanying Management Proxy Circular and Proxy Statement. We recommend that our shareholders vote ‘‘ FOR ALL ’’ for Proposal No. 1 and ‘‘ FOR ’’ Proposal Nos. 2, 3 and 4.
Our Board of Directors (the ‘‘Board’’) has fixed the close of business on Monday, March 27, 2023 as the record date for determining the shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. The Annual Meeting may be adjourned or postponed from time to time without notice other than by announcement at the Annual Meeting.
Because the Annual Meeting will be held solely by remote communication, with no physical location, you should submit a proxy or participate via live audio webcast online. You can access the virtual Annual Meeting at the Annual Meeting time at www.virtualshareholdermeeting.com/ABUS2023. By hosting the Annual Meeting online, we are able to communicate more effectively with our shareholders, enable increased attendance and participation from locations around the world, reduce costs and increase overall efficiency and safety for both us and our shareholders. The virtual Annual Meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. You will be able to attend, vote and submit questions from any location via the Internet.
Your vote is important. Even if you plan to attend the virtual Annual Meeting, we urge you to submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the ‘‘ Questions and Answers About the Proxy Materials and Voting ’’ section of the accompanying Management Proxy Circular and Proxy Statement and the Notice.
BY ORDER OF THE BOARD OF DIRECTORS
Frank Torti, M.D., Chairman of the Board of Directors
April 12, 2023