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Doman Building Materials Group AGM Information 2023

Apr 18, 2023

46530_rns_2023-04-18_b6ebc1ce-5a53-4bb1-b225-ac2896513178.pdf

AGM Information

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DOMAN BUILDING MATERIALS GROUP LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “ Meeting ”) of holders (the “ Shareholders ”) of common shares (“ Common Shares ”) of Doman Building Materials Group Ltd. (the “ Corporation ”) will be held at the offices of the Corporation, located at Suite 1600 – 1100 Melville Street, Vancouver, British Columbia on Thursday, the 11[th] day of May, 2023 at 1:00 p.m. (Vancouver time).

The Corporation continues to take steps to proactively deal with potential issues arising from the public health impact of COVID-19. In order to try to limit and mitigate risks arising from large gatherings and travel to the health and safety of our communities, Shareholders, employees, directors and other stakeholders, the Corporation is encouraging Shareholders and others to vote on the matters before the Meeting by proxy.

Shareholders are urged to vote on the matters before the Meeting by proxy. Shareholders may listen to the Meeting by live audio teleconference by dialing 1-201-493-6780 or 1-877-407-3982 (toll free within North America) starting at 1:00 p.m. (Vancouver time) on May 11, 2023. Shareholders will not be entitled to vote at, or otherwise participate in, the Meeting by way of teleconference, or electronic means other than as may be described herein.

The Meeting will be held for the following purposes:

  1. TO RECEIVE the financial statements of the Corporation for the year ended December 31, 2022, together with the report of the auditors thereon;

  2. TO ELECT directors for the ensuing year;

  3. TO APPOINT auditors of the Corporation and authorize the directors to fix their remuneration;

  4. TO CONSIDER and, if deemed advisable, to pass, with or without alteration or modification, an ordinary resolution approving an amendment to the Corporation’s amended and restated employee share purchase plan to replenish the number of Common Shares available for issuance thereunder, as more particularly described in the Management Information Circular accompanying this notice; and

  5. TO TRANSACT such other business as may properly come before the Meeting or any postponement or adjournment thereof.

As a holder of Common Shares, you are entitled to cast one vote for each Common Share that you own. If you are a registered Shareholder (“ Registered Shareholder ”) you will be able to vote on the items of business set out above by completing a form of proxy, included with the Information Circular. To be valid, registered Shareholders must submit the form of proxy not later than 1:00 p.m. (Vancouver time) on May 9, 2023 or, if the Meeting is adjourned or postponed, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) preceding the time for any reconvened meeting, at the offices of TSX Trust Company, P.O. Box 721, Agincourt, ON M1S 0A1, or fax it to TSX Trust Company, Attention: Proxy Department at 416.595.9593.

If you are a non-registered beneficial Shareholder, you must follow the instructions provided by your broker, securities dealer, bank, trust company or similar entity in order to vote your Common Shares.

As COVID-19 pandemic protocols continue to evolve, the Corporation will continue to review any recommendations or directives from government or health authorities. We reserve the right to take any additional precautionary measures we deem appropriate in relation to the Meeting in response to further developments in respect of COVID-19, including hosting the Meeting solely by means of remote communication.

All Shareholders are strongly encouraged to vote prior to the Meeting by any of the means described on pages 5 to 9 of the Management Information Circular.

The accompanying Management Information Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice.

DATED at Vancouver, British Columbia this 31st day of March, 2023.

BY ORDER OF THE BOARD OF DIRECTORS OF DOMAN BUILDING MATERIALS GROUP LTD.

Amar S. Doman ” Chair of the Board of Directors Doman Building Materials Group Ltd.