Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Dorel Industries Inc. Proxy Solicitation & Information Statement 2023

Apr 14, 2023

43268_rns_2023-04-14_07bd023d-4699-4600-aaee-97e4585ce0fc.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [72 x 45] intentionally omitted <==

Dorel Industries Inc.

1255 Greene Ave., Suite 300 Westmount, Québec H3Z 2A4 (514) 934-3034 www.dorel.com

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF DOREL INDUSTRIES INC.

NOTICE IS HEREBY GIVEN that an Annual Meeting (the “ Meeting ”) of holders of Class A Multiple Voting Shares and Class B Subordinate Voting Shares of Dorel Industries Inc. (the “ Company ”) will be held at the Company’s head office, 1255 Greene Ave., Suite 300, Westmount, Québec, on May 24, 2023 at 10:00 a.m. (eastern time). The purposes of the Meeting are to:

  1. Receive and consider the consolidated financial statements of the Company for the fiscal year ended December 30, 2022 and the auditors’ report thereon;

  2. Elect directors;

  3. Appoint auditors and authorize the directors to fix their remuneration; and

  4. Transact such other business as may properly be brought before the Meeting.

Additional information on the above matters can be found in the section of the Circular entitled “Business to be Transacted at the Meeting” under the headings “Election of Directors” and “Appointment of Auditors”, respectively.

Public Health Concerns

In light of ongoing public health concerns related to the COVID-19 pandemic, the Company is requesting that shareholders not attend the Meeting in person . The Meeting will be webcast through the Company’s website (www.dorel.com), on the home page under “Events”, and the Company asks all shareholders to participate in that manner. While shareholders viewing the webcast will not be able to vote during the Meeting, they will be able to ask questions to the Company’s management at its conclusion through the webcast platform.

Please vote your shares prior to the Meeting by returning the enclosed proxy form or voting instruction form, voting online or using the toll-free telephone number set out on the proxy or voting instruction form . Proxies to be used at the Meeting must be deposited with Computershare Investor Services Inc. (Attention: Proxy Department), 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1 prior to 5:00 p.m. (eastern time) on Monday, May 22, 2023 or with the Secretary of the Company before the commencement of the Meeting or at any adjournment thereof.

Notice-and-Access

The Company has elected to use “notice-and-access” rules (“ Notice-and-Access ”) under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) for distribution of its ProxyRelated Materials (as defined below) to shareholders who do not hold shares of the Company in their own names (referred to herein as “ Beneficial Shareholders ”) and to shareholders who hold their shares directly in their respective names (referred to herein as “ Registered Shareholders ”). Notice-and-Access is a set of rules that allows issuers to post electronic versions of proxy-related materials on SEDAR and on one additional website, rather than mailing paper copies. “ Proxy-Related Materials ” refers to the Circular, the Notice of Meeting and a voting instruction form or a form of proxy, as applicable.

The use of Notice-and-Access is more environmentally friendly as it helps reduce paper use. It also reduces the Company’s printing and mailing costs. Shareholders may obtain further information about Notice-and-Access by contacting: (i) for Registered Shareholders and Beneficial Shareholders with a 15-digit Control Number : Computershare Investor Services Inc. toll free at 1-866-964-0492 or on the internet at

2

www.computershare.com/noticeandaccess; or (ii) for Beneficial Shareholders with a 16-digit Control Number : Broadridge Financial Solutions, Inc. toll free at 1-855-887-2244.

Websites Where Proxy-Related Materials are Posted

The Proxy-Related Materials are available on the Company’s website at www.dorel.com and under the Company’s profile on SEDAR at www.sedar.com.

Notice Package

Although the Proxy-Related Materials have been posted on-line as noted above, Beneficial Shareholders are receiving paper copies of a notice package via prepaid mail, including this Notice of Meeting, containing information prescribed by NI 54-101 such as the date, time and location of the Meeting and the website addresses where the Proxy-Related Materials are posted, a voting instruction form and a supplemental mail list return card for Beneficial Shareholders to request they be included in the Company’s supplementary mailing list for receipt of the Company’s interim financial statements for the 2023 fiscal year. Registered Shareholders will receive copies of this Notice of Meeting and a form of proxy via prepaid mail.

How to Obtain Paper Copies of Proxy-Related Materials

Shareholders may obtain paper copies of the Circular free of charge by contacting: (i) for Registered Shareholders and Beneficial Shareholders with a 15-digit Control Number : Computershare Investor Services Inc. toll free at 1-866-962-0498 (within North America) or 514-982-8716 (outside North America); or (ii) for Beneficial Shareholders with a 16-digit Control Number : Broadridge Financial Solutions, Inc. toll free at 1-877-907-7643. Any request for paper copies which are required in advance of the Meeting should be sent so that the request is received by the Company by 5:00 p.m. (eastern time) on May 4, 2023 in order to allow sufficient time for Shareholders to receive their paper copies and to return their voting instruction form or form of proxy, as applicable, by the due date. After the Meeting date, Shareholders may obtain paper copies of the Circular free of charge by contacting the Secretary of the Company at 514-934-3034.

Voting

The Board of Directors has fixed the close of business on April 11, 2023 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof. Shareholders are urged to review the Circular before voting. Beneficial Shareholders are encouraged to express their vote in advance by completing and signing the enclosed voting instruction form and returning it in accordance with the instructions provided to them by their broker or other intermediary. Registered Shareholders are encouraged to express their vote in advance by completing the enclosed form of proxy. Detailed instructions on how to complete and return proxies are provided on page 3 of the Circular. Registered Shareholders may also vote their shares by telephone or through the internet using the procedures described in the enclosed form of proxy.

Dated at Montreal, Québec, this 11[th] day of April, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

(s) Jeffrey Schwartz By: Jeffrey Schwartz Executive Vice-President, Chief Financial Officer and Secretary