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DATA Communications Management Corp. Proxy Solicitation & Information Statement 2026

Apr 15, 2026

46967_rns_2026-04-15_608caa64-d4b2-43dd-8500-e989714cd098.pdf

Proxy Solicitation & Information Statement

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DATA COMMUNICATIONS MANAGEMENT CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 21, 2026

Notice is hereby given that an annual and special meeting (the "Meeting") of the common shareholders of DATA Communications Management Corp. (the "Corporation") will be held at 11:00 a.m. (Toronto time) on May 21, 2026 at the downtown Toronto offices of the Corporation located at 60 Adelaide Street East, Suite 1000, Toronto, Ontario.

At the Meeting, shareholders will be asked to:

  • receive the consolidated financial statements of the Corporation for the year ended December 31, 2025, together with the report of the auditors thereon;
  • appoint auditors and authorize the directors to fix the remuneration to be paid to the auditors;
  • elect seven directors for the coming year;
  • consider and, if thought advisable, pass, with or without variation, an ordinary resolution, the full text of which is set forth in Appendix “B” to the accompanying management information circular (the “Circular”), to approve and re-confirm the amended and restated long-term incentive plan of the Corporation, as more particularly described in the Circular;
  • consider and, if thought advisable, pass, with or without variation, an ordinary resolution, the full text of which is set forth in Appendix “C” to the Circular, to approve and re-confirm the amended and restated shareholder rights plan of the Corporation, as more particularly described in the Circular; and
  • transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

This notice is accompanied by the Management Information Circular (the "Circular") of the Corporation dated April 7, 2026, a form of proxy, and a financial statement request form.

Only common shareholders of the Corporation of record at the close of business on April 6, 2026 will be entitled to vote at the Meeting, or any adjournment or postponement thereof.

Registered shareholders and duly appointed proxyholders can participate, vote and ask questions during the Meeting. Shareholders are encouraged to express their vote in advance of the Meeting by completing, dating and signing the form of proxy or voting instruction form provided to them. To be effective, completed proxies and voting instruction forms must be received by the Corporation's registrar and transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, or by facsimile to 1-866-249-7775 or 416-263-9524, no later than 11:00 a.m. (Toronto time) on May 19, 2026 or, if the Meeting is adjourned, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) before the time set for the adjourned Meeting. The deadline for the deposit of proxies and voting instruction forms may be waived or extended by the Chair of the Meeting at the Chair's sole discretion without notice. If you are a non-registered shareholder of the Corporation and received this Notice and accompanying materials through an intermediary, such as a broker, a financial institution, a participant, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any


of the foregoing that holds your common shares on your behalf, please read the instructions regarding how to vote at or attend the Meeting under the heading "General Proxy Matters – Non-Registered (Beneficial) Shareholders" in the Circular.

DATED April 7, 2026.

By Order of the Board of Directors

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J.R. Kingsley Ward
Chair of the Board of Directors
DATA Communications Management Corp.