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Conifex Timber Inc. — AGM Information 2021
May 21, 2021
46084_rns_2021-05-20_404805b4-3744-4925-8872-18c6e4c9d785.PDF
AGM Information
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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 22, 2021
TO: The shareholders of Conifex Timber Inc. (" Conifex ")
NOTICE IS HEREBY GIVEN that our annual general meeting of shareholders (the " Meeting ") will be held at 1000 – 925 West Georgia Street, Vancouver, British Columbia, Canada, on Tuesday, June 22, 2021, at 2:00 p.m. (Vancouver time), for the following purposes:
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to receive and consider our financial statements for the financial year ended December 31, 2020, together with the accompanying auditor's report;
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to elect five directors to our board of directors for the ensuing year;
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to appoint our auditor for the ensuing year and to authorize our directors to fix the remuneration to be paid to our auditor for the ensuing year; and
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to transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s).
This Notice of Meeting is accompanied by our management information circular dated May 14, 2021 (the "C ircular "), which provides important information relating to the matters to be addressed at the Meeting.
Your board of directors unanimously recommends that shareholders vote FOR all board nominees at our Meeting.
The board of directors has fixed the close of business (Vancouver time) on May 14, 2021 (the " Record Date ") as the record date for the determination of holders of our Common Shares entitled to receive notice of and to vote at the Meeting, and any adjournment(s) or postponement(s). Only shareholders of record at the close of business (Vancouver time) on the Record Date will be entitled to vote at the Meeting.
In light of ongoing concerns related to the spread of COVID-19, our shareholders are strongly encouraged not to attend the Meeting but instead to vote on matters at the Meeting by proxy. Registered shareholders are therefore requested to complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the Circular accompanying this Notice of Meeting. A proxy will not be valid unless it is received by Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment(s) or postponement(s). The chairman of the Meeting has the discretion to accept proxies received after that time. Registered shareholders of Conifex may also vote their proxies via telephone or the internet in accordance with the instructions provided in the proxy.
To help mitigate the risk of the spread of COVID-19, the Meeting will be made available by teleconference call, and all shareholders are encouraged to vote on the matters at the Meeting by proxy, using our Management Proxyholder(s) (as defined in the Circular) to limit the number of attendees, and to listen to the Meeting by teleconference call. Only registered shareholders, non-registered shareholders who have followed the procedures described in the Circular and their respective proxyholders will be entitled to attend the Meeting in person. You should not attend the Meeting if you or someone with whom you have been in close contact with are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days prior to the Meeting.
A Shareholder who does not attend the Meeting in person may listen to the Meeting through teleconference call, commencing at 2:00 pm (Vancouver time) on June 22, 2021; however, such Shareholders will not be able to vote or speak at, or otherwise participate in, the Meeting via the teleconference call. Such Shareholders may also submit questions in advance of the Meeting by email which may, subject to shareholder verification and confirmation of the relevance and subject matter, be addressed at the Meeting. Teleconference call and email details are set out in the Circular which accompanies this Notice of Meeting.
We may take any additional precautionary measures that we consider necessary in relation to the Meeting in response to further developments in the COVID-19 pandemic, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms or who have or have been in contact with someone who has travelled outside of Canada within the 14 days immediately prior to the Meeting; or (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons, such as the Meeting. Should we determine that changes to the Meeting are required, we will announce these changes by news release, which will be filed on SEDAR as well as our website. We recommend that you view our website prior to the Meeting for the most current information. We do not intend to prepare or mail amended proxy and meeting materials if changes are required to the format of the Meeting.
DATED at Vancouver, British Columbia, Canada, as of the 14th day of May, 2021.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kenneth A. Shields Kenneth A. Shields Chairman, Chief Executive Officer and President
If you are a non-registered shareholder of Conifex and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your Shares not being eligible to be voted by proxy at the Meeting.