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EcoSynthetix Inc. — Proxy Solicitation & Information Statement 2025
Apr 21, 2025
46849_rns_2025-04-21_2d2edd17-7b20-4f3f-8cb8-d40d5c6bec59.pdf
Proxy Solicitation & Information Statement
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ECOSYNTHETIX INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Meeting") of EcoSynthetix Inc. ("EcoSynthetix" or the "Company") will be held at the offices of the Company at 3365 Mainway, Burlington, Ontario L7M 1A6 on May 22, 2025 at 1:00 p.m. (Eastern Daylight time), for the following purposes:
(a) to receive and consider the audited consolidated financial statements of the Company for the year ended December 31, 2024 and the report of the auditors thereon;
(b) to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration;
(c) to elect directors of the Company for the ensuing year; and
(d) to transact such other business as may properly come before the Meeting or any adjournment thereof.
Shareholders who are unable to attend the Meeting are requested to complete, date, sign and return the enclosed form of proxy or voting instruction form, as applicable, so that as large a representation as possible may be had at the Meeting.
The Board of Directors has by resolution fixed the close of business on April 2, 2025 as the record date, being the date for the determination of the registered holders of common shares entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof. The Board of Directors has by resolution fixed, 1:00 p.m. (Eastern Daylight time) on May 20, 2025, or no later than 48 hours before the time of any adjourned Meeting (excluding Saturdays, Sundays and holidays), as the time before which proxies to be used or acted upon at the Meeting or any adjournment thereof shall be deposited with the Company's transfer agent. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.
All shareholders of the Company are strongly encouraged to vote prior to the Meeting by any of the means described on pages 4 and 5 of the management information circular (the "Circular") that accompanies this notice. In the event that shareholders are unable to attend the Meeting in person, the Company encourages shareholders to access the Meeting via telephone conference call. This can be done by visiting the following URL: https://emportal.ink/4bEPIV3 and registering your contact details. Shareholders will then be contacted by phone and connected to the Meeting instantly. Alternatively, shareholders can access the telephone conference call by dialling 1-416-945-7677 (local) or 1-888-699-1199 (toll-free in North America), passcode: 99228#. 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.
As described in the notice-and-access notification mailed to shareholders, the Company is using the notice-and-access provisions ("Notice-and-Access") under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations to distribute this notice and the Circular to shareholders. Notice-and-Access allows the Company to post electronic versions of its proxy-related materials online, rather than mailing paper copies to shareholders. 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. Note that shareholders still have the right to request paper copies of the proxy-related materials posted online by the Company under Notice-and-Access if they so choose.
This notice, the Circular and other proxy-related materials are available under the Company's profile on SEDAR+ at www.sedarplus.ca, on the Company's website at www.ecosynthetix.com and at the following website: www.meetingdocuments.com/TSXT/ECO. As noted above, the Company's registrar and transfer agent, TSX Trust Company, will provide to any shareholder, free of charge, a paper copy of this notice and the Circular upon request at 1-888-433-6443 (toll-free North American) or 416-682-3801 (outside North America) or by email at [email protected] up to one year from the date the Circular is filed on SEDAR+. Shareholders who wish to receive a paper copy of this notice and the Circular in advance of the
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Meeting should make such request by no later than May 6, 2025 in order to allow reasonable time to receive and review this notice and the Circular prior to the proxy deadline of 1:00 p.m. (Eastern Daylight time) on May 20, 2025. This notice and the Circular will be sent to shareholders within three business days of their request if such request is made prior to the date of the Meeting. Following the Meeting, the Circular will be sent to such shareholders within 10 days of their request.
Shareholders will receive a paper copy of a notice package (the "Notice Package") under Notice-and-Access via pre-paid mail containing: (i) a notification regarding the Company's use of Notice-and-Access and how the proxy-related materials may be obtained, (ii) a form of proxy (if you are a registered shareholder) or a voting instruction form (if you are a non-registered shareholder), and (iii) a request for financial statements form pursuant to which shareholders can elect to receive paper copies of the Company's financial statements and management's discussion and analysis.
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.
DATED at Burlington, Ontario this 2nd day of April, 2025.
By Order of the Board of Directors
"Paul Lucas"
Name: Paul Lucas
Title: Chair of the Board of Directors