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FP Newspapers Inc. Proxy Solicitation & Information Statement 2023

May 18, 2023

46696_rns_2023-05-18_3579a9b0-810f-41e2-b4b9-e28dd05f93fb.pdf

Proxy Solicitation & Information Statement

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FP NEWSPAPERS INC.

AMENDED NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

You are hereby invited to attend FP Newspapers Inc. ( FPI or the Company ) 2023 annual and special meeting of the shareholders Meeting .

How to attend

As COVID-19 continues to challenge Canadians and the economy, we have decided to hold the Meeting virtually again this year. You can participate in the virtual meeting by logging on to the webcast as detailed below.

Date and time

The Meeting will now be held on Friday, June 16th, 2023 at 11:00 a.m. (Central Standard Time) and can be accessed through the following Webcast, below. The Webcast will start automatically at the assigned time.

Join Zoom Meeting https://us06web.zoom.us/j/83238548821?pwd=WnpVcENpdUQyOVdOL0ZqNEtiYlZqZz 09

Meeting ID: 832 3854 8821 Passcode: 804343

Who can vote

The record date for the Meeting is April 19, 2023. If you held FPI common shares as of the close of business on April 19, 2023, you will be entitled to one vote per common share held.

How to vote

You can vote in advance by proxy or voting instruction form, or vote in real-time at the virtual meeting by logging on to the webcast. Voting using the form of proxy you received is the easiest way to vote. How you cast your vote depends on how you hold your shares (see page 4 for details).

Meeting Agenda

The Meeting is being held to:

  • Receive audited consolidated financial statements for the year ended December 30, 2022, and the auditor report thereon;

  • Appoint the auditors of the Company and to authorize the board of directors to fix the remuneration of the auditors;

Approval of the 2022 annual general meeting minutes;

  • Consider and, if deemed advisable, to pass, with or without variation, a special resolution authorizing and approving an amendment to the Articles of FPI to increase the maximum number of directors from six (6) to eight (8);

Amended Notice of Meeting

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  • Elect the board of directors;

  • Elect the nominees to serve as directors of FPCN General Partner Inc.; and,

  • Transact such other business as may properly come before the meeting or any adjournment or postponements thereof.

Accompanying this Amended Notice is an Addendum to the Management Information Circular of the Company dated May 18, 2023, amending FPI Management Information Circular dated April 19, 2023 Addendum Amended Proxy .

The proxies previously mailed to you are void. If you have already completed and returned a Proxy in connection with the meeting date and you wish to vote at the postponed June 16, 2023 Meeting date, you must re-execute and submit the enclosed Amended Proxy within the time specified in that Amended Proxy.

DATED at Winnipeg, Manitoba, this 18[th] day of May 2023.

BY ORDER OF THE BOARD OF DIRECTORS

Dave Kreklewetz Chief Financial Officer

Amended Notice of Meeting

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