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Digi Power X Inc. — AGM Information 2022
Jun 24, 2022
47479_rns_2022-06-24_40553833-e965-45a9-bad7-c8ece7321476.pdf
AGM Information
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2022 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE‐AND‐ACCESS NOTIFICATION TO SHAREHOLDERS
You are receiving this notification as Digihost Technology Inc. (the “ Corporation ” ) has decided to use the notice and access model for delivery of meeting materials for its 2022 Annual General and Special Meeting of Shareholders (the “ Meeting ”). This Notice-And-Access Notification to Shareholders is prepared under the notice‐and‐access rules that came into effect on February 11, 2013 under National Instrument 54‐101 Communication with Beneficial Owners of Securities of a Reporting Issuer. Under notice and access, shareholders still receive a proxy or voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of the management information circular of the Corporation dated June 20, 2022 (the “ Information Circular ”), shareholders receive this notice with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally responsible as it will help reduce paper use and will also reduce the cost of printing and mailing Meeting materials to shareholders.
MEETING DATE AND LOCATION
Date: 10:00 a.m. EDT, Thursday, July 28, 2022 Place : Peterson McVicar LLP
18 King St. E, Suite 902, Toronto, ON M5C 1C4
THE RESOLUTIONS TO BE VOTED ON AT THE MEETING ARE LISTED BELOW ALONG WITH THE SECTIONS WITHIN THE INFORMATION CIRCULAR WHERE DISCLSOURE REGARDING THE MATTER CAN BE FOUND:
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(i) Election of Directors : Information may be found in the “Election of Directors” section of the Information Circular.
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(ii) Appointment of Auditor and Set its Remuneration : Information may be found in the “Appointment of Auditors” section of the Information Circular.
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(iii) Approval of Stock Option Plan : Information may be found in the “Approval of Stock Option Plan” section of the Information Circular.
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(iv) Approval of Restricted Share Unit Plan: Information may be found in the “Approval of Restricted Share Unit Plan” section of the Information Circular.
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(v) Approval of the Amendment to the Corporation’s Articles Amendment the Corporation ’s Share Capital . Information may be found in the “Amendment to the Corporation’s Share Capital” section of the Information Circular.
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(vi) Continuance of the Corporation into Ontario: Information may be found in the “Continuance into Ontario” section of the Information Circular.
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(vii) Approval of Amendment to Articles Changing Registered Office: Information may be found in the “Amendment to Articles – Registered Office” section of the Information Circular.
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(viii) Approval of Amendment to Articles – Appointment of Interim Directors: Information may be found in the “Amendment to Articles – Director Authorization to Appoint Interim Additional Directors” section of the Information Circular.
SHAREHOLDERS ARE REMINDED TO REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING
Website where Meeting Materials are Posted:
Materials for the Meeting may be viewed on the Corporation’s transfer agent, Marrelli Trust Company Limited (“ Marrelli Trust ”), website at https://www.marrellitrust.ca/digihost-notice-access/.
Materials for the Meeting may also be viewed online on the Corporation’s SEDAR profile at: www.sedar.com
How to Obtain Paper Copies of the Meeting Materials:
Shareholders may request paper copies of the materials for the Meeting be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Information Circular was filed on SEDAR. Shareholders who wish to receive paper copies of the Meeting Materials may request copies by contacting the Corporation via:
Telephone: 1-888-DSA-CORP (372-2677) Email: [email protected]
Requests to receive Meeting materials should be received by July 19[th] , 2022 in order to receive the Meeting materials in time to vote before the Meeting.
Voting:
Voting is facilitated by the Corporation’s transfer agent, Marrelli Trust. Registered shareholders are asked to return their proxies using one of the following methods by July 26, 2022 at 10:00 a.m. (Toronto time) (the “ Proxy Deadline ”):
Internet: www.voteproxy.ca Email: [email protected] Fax: 416-360-7812 Mail: Marrelli Trust Company Limited, C/O Marrelli Transfer Services Corp. 82 Richmond Street East, Toronto, Ontario, Canada M5C 1P1
Non‐registered shareholders are asked to use the voting instruction form provided by their intermediary (bank, trust company or broker) and return it as early as practicable to ensure that it is transmitted on time. It must be received by their intermediary with sufficient time for them to file a proxy by the Proxy Deadline.
Shareholders with questions about notice-and-access can email the Corporation at [email protected] or call toll free at 1-844-MTCL-888 (682-5888)