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BZAM LTD. — AGM Information 2023
Apr 29, 2023
47394_rns_2023-04-28_a32e75f2-a34c-4ddd-95a0-21549871757f.pdf
AGM Information
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BZAM LTD. 5520 Explorer Road, Suite 402, Mississauga, Ontario L4W 5L1 Tel: (905) 304-4201 Email: [email protected]
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual general and special meeting of the holders of common shares (collectively, the “ Shareholders ” or individually, a “ Shareholder ”) of BZAM Ltd. (the “ Corporation ”) will be held on Tuesday, May 30, 2023 at 11:00 a.m. (Eastern Time) (the “ Meeting ”), via live audio webcast online at www.virtualshareholdermeeting.com/BZAM2023 for the following purposes:
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tabling the audited consolidated financial statements of the Corporation for the fiscal year ended December 31, 2022, together with the report of the auditors thereon and the related management discussion and analysis;
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fixing the number of directors of Corporation to be elected at six (6);
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election of the directors of the Corporation who will serve until the end of the next annual shareholder meeting or until their successors are appointed;
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appointment of KPMG LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year and to authorize the directors to fix its remuneration;
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consideration of and, if thought appropriate, the passing of, with or without variation, a special resolution approving the change of registered office address for the Corporation as more fully described in the accompanying management information circular dated April 17, 2023 (the “ Information Circular ”); and
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transacting such further and other business as may properly be brought before the Meeting or any adjournment or postponement thereof.
The Information Circular accompanies and forms part of this Notice of Annual General and Special Meeting of Shareholders (the “ Notice ”). The Information Circular contains details of matters to be considered at the Meeting. No other matters are contemplated, however any permitted amendment to, or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.
The Corporation will hold the Meeting in a virtual-only format, which will be conducted via live audio webcast. A virtual-only meeting is being adopted to give all Shareholders an equal opportunity to participate and encourage more active Shareholder engagement at the Meeting online regardless of their geographic location, particular constraints, or personal circumstances. Shareholders will find important information and detailed instructions about how to participate in the virtual Meeting in the accompanying Information Circular.
The board of directors of the Corporation has fixed Wednesday, April 12, 2023 as the record date (the “ Record Date ”) for the Meeting. Shareholders of record on the Corporation’s books at the close of business on Wednesday, April 12, 2023 are entitled to attend and vote at the Meeting or at any postponement or adjournment thereof. Each common share in the capital of the Corporation is entitled to one vote.
An “ordinary resolution” is a resolution passed by at least a majority of the votes cast by Shareholders who voted in respect of that resolution at the Meeting.
A “special resolution” is a resolution passed by at least two-thirds of the votes cast by Shareholders who voted in respect of that resolution at the Meeting.
The Corporation has made available copies of the audited consolidated financial statements of the Corporation for the fiscal year ended December 31, 2022, together with the report of the auditors thereon and the accompanying management’s discussion and analysis, through the “notice and access” procedures and the documents are available under the Corporation’s profile on www.sedar.com and on the Corporation’s website.
Most Shareholders have a choice of voting over the internet, by telephone or by using the traditional form of proxy. Shareholders should refer to the accompanying proxy materials or the information forwarded by their bank, broker or other holder of record to see which voting methods are available to them. A vote by proxy will ensure the Shareholder’s representation at the Meeting, regardless of whether the Shareholder attends the Meeting or not.
DATED at Mississauga, Ontario, April 17, 2023.
BY ORDER OF THE BOARD OF DIRECTORS
(signed) “Matt Milich”
Matt Milich Chief Executive Officer