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.

EcoSynthetix Inc. Proxy Solicitation & Information Statement 2023

Apr 12, 2023

46849_rns_2023-04-12_e653143c-7f25-4bbb-b8ae-883c8c598d93.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

NOTICE-AND-ACCESS NOTICE TO SHAREHOLDERS

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 16, 2023

You are receiving this notice as EcoSynthetix Inc. (the "Company") is using notice-and-access to deliver meeting materials to its shareholders in respect of its annual and special meeting of shareholders to be held on May 16, 2023 (the "Meeting"). Under notice-and-access, instead of receiving paper copies of the Company's management information circular for the year ended December 31, 2022 (the "Circular"), and, if requested, the annual financial statements and MD&A for the year ended December 31, 2022 (collectively, the "Meeting Materials"), shareholders are receiving this notice containing information on how to access the Meeting Materials electronically. You will also receive a proxy or voting instruction form, as applicable, enabling you to vote at the Meeting. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and it will also reduce the Company's printing and mailing costs.

MEETING DATE

WHEN: Tuesday, May 16, 2023 TIME: 1:00 p.m. (Eastern Daylight Time)

WHERE: 3365 Mainway, Burlington, Ontario L7M 1A6

The Company asks that shareholders of the Company follow the current instructions and recommendations of federal, and any applicable provincial and local health authorities when considering attending the Meeting in light of any current COVID-19 restrictions. All shareholders of the Company are strongly encouraged to vote prior to the Meeting by any of the means described in the Circular. In order to adhere to all government and public health authority recommendations, the Company notes that the Meeting will be limited to only the legal requirements for shareholder meetings and guests will not be permitted entrance unless legally required. Rather than attending in person, the Company encourages shareholders to access the Meeting via telephone conference call at 416-764-8659 (Local) or 1-888-664-6392 (toll-free in North America), passcode: 17543404. This conference call will give shareholders an equal opportunity to access the Meeting regardless of their geographic location. Shareholders attending the Meeting by telephone conference call will be able to listen to the Meeting and ask questions but will not be able to vote over the phone.

The Company reserves the right to take any additional measures it deems necessary or advisable in relation to the Meeting, including changing the time, date or location of the Meeting. Changes to the Meeting time, date or location and/or means of holding the Meeting may be announced by way of press release. Please monitor the Company's press releases as well as its website at www.ecosynthetix.com for updated information. The Company advises you to check its website one week prior to the Meeting date for the most current information. The Company does not intend to prepare or mail an amended management information circular in the event of changes to the Meeting format.

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:

  • APPOINTMENT OF AUDITOR: To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration. See the section entitled "Particulars of Matters to be Acted Upon – Appointment of the Auditor" in the Circular.
  • ELECTION OF DIRECTORS: To elect directors of the Company for the ensuing year. See the section entitled "Particulars of Matters to be Acted Upon – Election of Directors" in the Circular.
  • APPROVAL OF UNALLOCATED STOCK OPTIONS: To approve all unallocated stock options under the Company's stock option plan. See the section entitled "Particulars of Matters to be Acted Upon – Approval of Unallocated Stock Options" in the Circular.

SHAREHOLDERS ARE REMINDED TO VIEW THE MEETING MATERIALS PRIOR TO VOTING.

WEBSITES WHERE MEETING MATERIALS ARE POSTED

The applicable Meeting Materials can be viewed online under the Company's profile at www.sedar.com, on the Company's website at www.ecosynthetix.com and at the following website: www.meetingdocuments.com/TSXT/ECO.

The supplemental mailing list return card to elect to receive paper copies of the Company's financial statements and management's discussion and analysis, accompanies the form of proxy and voting instruction form.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Shareholders will not receive paper copies of the Meeting Materials unless they contact the Company's transfer agent, TSX Trust Company ("TSX Trust"), by phone at 1-888-433-6443 (tollfree North American) or 416-682-3801 (outside North America) or by email at [email protected]. For shareholders who wish to receive paper copies of the Meeting Materials in advance of the voting deadline for the Meeting, requests must be received no later than April 28, 2023, in order to allow reasonable time to receive and review the applicable Meeting Materials in advance of the proxy deadline of 1:00 p.m. (Eastern Daylight Time) on May 12, 2023. Meeting Materials will be sent to such shareholders within three business days of their request if such requests are made prior to the date of the Meeting.

Those shareholders with existing instructions to receive a paper copy of the Meeting Materials will receive paper copies of the Meeting Materials with this notice. Shareholders may revoke their existing instructions by contacting the service provider who services their account.

Shareholders may request paper copies of the applicable Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Circular was filed on SEDAR by phone at 1-888-433-6443 (toll-free North American) or 416-682-3801 (outside North America) or by email at [email protected].

VOTING

Registered shareholders are asked to return their proxies using the following methods by the deadline set for the deposit of proxies in the accompanying form of proxy:

TELEPHONE: Call toll free 1-888-489-5760 (English only service) or 1-888-489-7352 (bilingual service) and follow the voice instructions. To vote by telephone, you will need your control number.

INTERNET: To vote by internet, go to www.meeting-vote.com and have your form of proxy or any other proper form of proxy, as you will be prompted to enter your control number.

MAIL: Complete the form of proxy or any other proper form of proxy, sign it and mail it to TSX Trust at:

TSX Trust Company Proxy Dept. P.O. Box 721 Agincourt, Ontario, M1S 0A1

FAX: Complete the form of proxy or any other proper form of proxy, sign it and then fax it toll free to 1-416-595-9593.

EMAIL: Complete the form of proxy or any other proper form of proxy, sign it and then scan and email it to [email protected].

IN PERSON: Attend the Meeting and cast your vote in person (if you have already voted by proxy and attend the Meeting and wish to vote in person, you may do so by registering with the scrutineer at the Meeting) or appointing someone else as proxy to attend the Meeting in person and vote your shares for you, by following the instruction provided on your form of proxy. Please see above regarding Meeting attendance in light of COVID-19. We encourage you to vote in advance of the Meeting and adhere to all government and public health recommendations in place at the time of the Meeting.

Please refer to your form of proxy or the Circular for further information.

Non-registered shareholders should carefully follow the instructions of their intermediary, nominee or broker, including those regarding when and where the completed voting instruction form is to be delivered. Note that if you are a non-registered shareholder, your intermediary, nominee or broker will need your voting instructions sufficiently in advance of the proxy deposit deadline to enable your nominee to act on your instructions prior to the deadline.

QUESTION ABOUT NOTICE-AND-ACCESS

Shareholders with questions about notice-and-access can contact TSX Trust by telephone at 1-800- 387-0825 (toll-free in North America) or 416-682-3860 (outside Canada and the United States), by facsimile at 1-888-249-6189 (toll-free in North America) or 514-985-8843 (outside Canada and the United States), or by e-mail at [email protected].