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Caribbean Utilities Company, Ltd. Proxy Solicitation & Information Statement 2026

Apr 9, 2026

42818_rns_2026-04-09_0c2ba590-9afd-412c-b5b2-de02ccf0b1e0.pdf

Proxy Solicitation & Information Statement

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CARIBBEAN UTILITIES COMPANY, LTD. (TSX: CUP.U)

Notice & Access Notification

Annual General Meeting of Shareholders to be held on May 11, 2026

MEETING DATE, TIME AND LOCATION:

DATE: Monday, May 11, 2026

TIME: 3:00 p.m. Cayman Islands time

LOCATION: The Hotel Indigo, 32 Seafire Way, West Bay, Grand Cayman, Cayman Islands

ONLINE: meetings.lumiconnect.com/400-719-424-928

You are receiving this Notification because Caribbean Utilities Company, Ltd. (the "Company") has elected to use the Notice-and-Access rules permitted by the Canadian Securities Administrators to deliver the Management Information Circular/Proxy Statement (the "Information Circular") to its Shareholders. This means that instead of receiving the Information Circular by mail, Shareholders will receive this Notification with instructions on how to access the Information Circular online together with a form of proxy or voting instruction form, as applicable. Using this method reduces the Company's printing and mailing costs, and is more environmentally friendly.

The resolutions to be voted on at the meeting are listed below, along with the section names in the Information Circular where further detail regarding each matter is provided. Shareholders are reminded to review the Information Circular carefully before voting as it has been prepared to help you make an informed decision.

  1. To receive and consider the Annual Report of the Company, including audited consolidated financial statements of the Company for the one-year period ended December 31, 2025 and the Report of the Auditors thereon ("Matters for Consideration of Shareholders", starting on page 12 of the Information Circular);
  2. to elect the directors of the Company for the coming year; ("Matters for Consideration of Shareholders", starting on page 12 of the Information Circular);
  3. to appoint Deloitte LLP as auditors of the Company to hold office until the conclusion of the next annual general meeting of shareholders of the Company and to authorize the board of directors of the Company to fix the auditors' remuneration ("Matters for Consideration of Shareholders", starting on page 12 of the Information Circular);
  4. to consider, and if thought advisable to pass, with or without variation, an ordinary resolution to approve the adoption of a revised compensation structure for the Board and the committees of the Board ("Matters for Consideration of Shareholders", starting on page 13 of the Information Circular); and
  5. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Caribbean Utilities Company, Ltd.

2026 Notice & Access Notification for 2026 Annual General Meeting


WEBSITES WHERE THE INFORMATION CIRCULAR IS POSTED:

www.cuc-cayman.com

www.sedarplus.ca

ACCESSING THE MEETING MATERIAL ELECTRONICALLY

Electronic copies of the Meeting Materials are available online at www.docs.tsxtrust.com/CUP, and under the Company's profile on SEDAR+ at www.sedarplus.ca. All references to websites are for your information only. The information contained or linked through any website is not part of, and is not incorporated by reference into, the Information Circular.

HOW TO REQUEST PAPER COPIES OF THE MEETING MATERIALS

Shareholders may obtain paper copies of the Meeting Materials free of charge by following the instructions provided in the Notice Package. Shareholders may request paper copies of the Meeting Materials for up to one year from the date that the Information Circular was filed on SEDAR+. In order to receive paper copies of the Meeting Materials in advance of the deadline for submission of voting instructions and the date of the Meeting, your request must be received by TSX Trust Company, the Company's transfer agent, by May 7, 2026. TSX Trust Company can be reached by telephone at 1-888-433-6443 to make such requests and obtain information about notice-and-access generally.

Please note that if you request a paper copy of the Meeting Materials, you will not receive a new form of proxy or voting instruction form, and therefore you should retain the forms included in the Notice Package in order to vote.

HOW TO VOTE YOUR SHARES

Registered Shareholders and Non-Registered Shareholders are asked to submit their votes in accordance with the instructions on the form of proxy / voting instruction form using the following methods by 4:00 p.m. (Eastern Time) on Thursday, May 7, 2026:

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E-mail: [email protected]

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Internet: www.meeting-vote.com

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Mail: TSX Trust Company
Attention: Proxy Department
P.O. Box 721
Agincourt, Ontario

If you are unable to attend the Meeting

Your voting instructions must be received before the date indicated on your voting instruction form, or if voting by proxy, by no later than 4:00 p.m. (Eastern Time) on Thursday, May 7, 2026, or not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the Meeting or any adjournment or postponement thereof or with the Chair of the Meeting prior to the commencement of the Meeting or adjournment or postponement thereof.

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Facsimile: (416) 607-7964