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Eddy Smart Home Solutions Ltd. Proxy Solicitation & Information Statement 2025

Jun 6, 2025

48019_rns_2025-06-06_3bad839f-8c82-4fad-8b11-582f0eaa8790.pdf

Proxy Solicitation & Information Statement

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EDDY SMART HOME SOLUTIONS LTD.
6 Eglinton Avenue East, Suite 200
Toronto, ON M4P 1A6

NOTICE OF ANNUAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “Meeting”) of the shareholders of Eddy Smart Home Solutions Ltd. (the “Company”) will be held at the offices of the Company at 6 Eglinton Avenue East, Suite 200, Toronto, ON M4P 1A6, on June 27, 2025, beginning at 11:00 a.m. (Toronto time) for the following purposes:

  1. to place before the Meeting the audited financial statements of the Company for the fiscal year ended December 31, 2024, and the accompanying report of the auditors thereon;
  2. to set the number of directors of the Company at six and to elect Mark Silver, Chris Gower, Paul Pathak, Gary Goodman, George Krieser and William Jones as directors of the Company to hold office until the next annual meeting of the Company, or until their earlier resignation or such time as their successors are duly elected or appointed in accordance with the Company’s constating documents;
  3. to re-appoint MNP LLP as the auditors of the Company for the fiscal year ending December 31, 2025, at remuneration to be fixed by the board of directors of the Company (the “Board”);
  4. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution substantially in the form set out in the accompanying Information Circular to amend the Company’s existing omnibus equity incentive plan from a “rolling up to 10%” plan to a “fixed up to 20%” plan;
  5. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution substantially in the form set out in the accompanying Information Circular to approve the conditional grant on April 2, 2025 of 63,200 restricted share units to directors of the Company; and
  6. to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The Information Circular accompanying this notice of Meeting (the “Notice of Meeting”) provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting. The Board has fixed May 26, 2025 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. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the Information Circular.

If you are a registered shareholder of the Company and unable to attend the Meeting, please exercise your right to vote by: (a) completing, dating, signing and returning the form of proxy in the enclosed proxy return envelope to TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4H1; (b) logging on to www.voteproxyonline.com and entering your 12-digit control number found on your form of proxy; or (c) faxing the completed form of proxy to (416) 595-9593. A completed proxy must be received at TSX Trust Company no later than 11:00 a.m. (Toronto time) on June 25, 2025 or at least 48 hours (excluding Saturdays, Sundays and holidays) preceding any adjournment of the Meeting. Late proxies may be accepted or rejected by the chairman of the Meeting in their discretion, and the chairman is under no obligation to accept or reject any particular late proxies.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an “Intermediary”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Toronto, Ontario, this 22nd day of May, 2025.

By Order of the Board of Directors of

EDDY SMART HOME SOLUTIONS LTD.

“Mark Silver”
Mark Silver


CEO and Executive Chairman

PLEASE VOTE. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED.

Shareholders may reach out to TSX Trust for assistance by calling 1-866-600-5869 or email at [email protected].

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