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Fintech Select Ltd. — AGM Information 2022
Nov 30, 2022
45418_rns_2022-11-30_7dd0e2df-9ac7-47f5-8603-e4d8f4f0edfe.pdf
AGM Information
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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 21, 2022
NOTICE IS HEREBY GIVEN that the annual and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Common Shares ”) in the capital of Fintech Select Ltd. (“ Fintech ” or the “ - Corporation ”) will be held in a virtual format at https://virtual meetings.tsxtrust.com/1419 in light of COVID19 (coronavirus) to provide a safe and consistent experience for all Shareholders regardless of location on December 21, 2022 at 10:00 a.m. (Toronto time), for the following purposes:
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to receive the audited consolidated financial statements of the Corporation for the years ended December 31, 2017, 2018, 2019, 2020 and 2021, together with the report of the auditor thereon;
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to fix the number of directors of the Corporation to be elected at the Meeting at three (3);
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to elect the board of directors of the Corporation (the “ Board ”) to serve until the next annual meeting of Shareholders or until their successors are duly elected or appointed;
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to appoint Wasserman Ramsay Chartered Professional Accountants as the auditor of the Corporation until the next annual meeting of Shareholders and to authorize the directors to fix the remuneration thereof;
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to consider and, if deemed appropriate, to pass, with or without variation, a resolution of the Shareholders ratifying the stock option plan of the Corporation for the years 2018, 2019, 2020, 2021 and 2022 as more specifically set out in the accompanying management information circular of the Corporation dated November 30, 2022 (“ Information Circular ”);
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to consider and, if deemed appropriate, to pass, with or without variation, a resolution of the Shareholders approving the revised stock option plan of the Corporation, as more specifically set out in the accompanying Information Circular;
7. to consider and, if deemed appropriate, to pass, with or without variation, a resolution of the Shareholders approving the performance and restricted share unit plan of the Corporation, as more specifically set out in the accompanying Information Circular; and
- to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.
The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Information Circular of the Corporation accompanying this Notice of Annual and Special Meeting. All references to attending the Meeting “in person” in this Notice of Annual and Special Meeting, the accompanying Information Circular and the form of proxy mean attending the live webcast of the Meeting.
The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting and any adjournment thereof is the close of business in Toronto on November 21, 2022.
The Meeting will be held virtually, and accordingly, we request that you vote online by visiting - https://virtual meetings.tsxtrust.com/1419 (the “Meeting Platform”). Registered shareholders and duly appointed proxy holders who participate in the Meeting virtually will also be able to ask questions and vote. Shareholders will be able to access the Meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the Meeting Platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins (except for Internet Explorer).
Registered shareholders entitled to vote at the Meeting may attend and vote at the Meeting virtually by following the steps listed below:
- Type in https://virtual-meetings.tsxtrust.com/1419 on your browser at least 15 minutes before the Meeting starts.
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Click on “ I have a control number/ meeting access number ”.
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Enter your 12-digit control number (on your proxy form) as your Username.
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Enter the password: fintech2022 (case sensitive).
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When the polls are opened, click on the “ Voting ” icon. To vote, simply select your voting direction from the options shown on screen and click “ Submit ”. A confirmation message will appear to show your vote has been received.
Beneficial shareholders entitled to vote at the Meeting may vote at the Meeting virtually by following the steps listed below:
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Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or VIF.
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Sign and send it to your intermediary, following the voting deadline and submission instructions on the VIF. 3. Obtain a control number by contacting TSX Trust Company by emailing [email protected] the " Request for Control Number " form, which can be found here https://tsxtrust.com/resource/en/75.
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Type in https://virtual-meetings.tsxtrust.com/1419 on your browser at least 15 minutes before the Meeting starts.
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Click on “ I have a control number/ meeting access number ”.
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Enter the control number provided by [email protected].
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Enter the password: fintech2022 (case sensitive).
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When the polls are opened, click on the “ Voting ” icon. To vote, simply select your voting direction from the options shown on screen and click “ Submit ”. A confirmation message will appear to show your vote has been received.
If you are a registered shareholder and you want to appoint someone else (other than the Management nominees) to vote online at the Meeting, you must first submit your proxy indicating who you are appointing. You or your appointee must then register with TSX Trust in advance of the Meeting by emailing [email protected] the " Request for Control Number " form, which can be found here https://tsxtrust.com/resource/en/75.
If you are a non-registered shareholder and want to vote online at the Meeting, you must appoint yourself as proxyholder and register with TSX Trust in advance of the Meeting by emailing [email protected] the " Request for Control Number " form, which can be found here https://tsxtrust.com/resource/en/75.
Guests can also listen to the Meeting by following the steps below:
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Type in https://virtual-meetings.tsxtrust.com/1419 on your browser at least 15 minutes before the Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.
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Click on “ I am a Guest ”.
If you are a non-registered holder of Common Shares and have received these materials from your broker or another intermediary, please complete and return the voting instruction form or other authorization form provided to you by your broker or intermediary in accordance with the instructions provided. Failure to do so may result in your Common Shares not being eligible to be voted at the Meeting.
If you are a registered shareholder of the Corporation 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, ATTN: Proxy Dept., 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4H1, or (b) faxing the completed form of proxy to (416) 595-9593. A completed proxy must be received at TSX Trust Company no later than 10:00 a.m. (Toronto time) on December 19, 2022. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxies.
The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Annual and Special Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.
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The accompanying Information Circular provides additional detailed 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 Annual and Special Meeting. Additional information about the Corporation and its financial statements are also available on the Corporation’s profile at www.sedar.com.
DATED as of the 30[th] day of November, 2022.
BY ORDER OF THE BOARD OF DIRECTORS OF FINTECH SELECT LTD.
Per: (signed) “ Mohammad Abuleil ” Mohammad Abuleil CEO, President & Director
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