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Freehold Royalties Ltd. Proxy Solicitation & Information Statement 2024

Apr 4, 2024

46713_rns_2024-04-04_34c5ee8b-83ed-406d-b942-276bb1ec2952.pdf

Proxy Solicitation & Information Statement

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Notice of Annual Meeting of Shareholders

To the Shareholders:

We invite you to and provide notice of the 2024 annual meeting (the " Meeting ") of the holders (the " Shareholders ") of common shares (" Common Shares ") of Freehold Royalties Ltd. (" Freehold ").

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When

May 7, 2024 3:00 p.m. (Mountain Daylight Time)

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Where

Calgary Petroleum Club 319 – 5[th] Avenue SW Calgary, Alberta

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Materials

The full details of the matters proposed to be put before the Meeting as set out below, are set forth in the accompanying Management Information Circular dated March 19, 2024 (the " Information Circular ").

Items of Business

  • To receive and consider the consolidated financial statements for the fiscal year ended December 31, 2023, together with the auditors' report thereon.

  • Items to vote on:

1. The election of the directors of Freehold for the ensuing year;

2. The appointment of KPMG LLP as the auditors of Freehold for the ensuing year; and

3. On an advisory, non-binding basis, the acceptance of Freehold's approach to executive compensation.

  • To transact all such other business that may properly be brought before the Meeting or any adjournment thereof.

The record date for the Meeting has been fixed at the close of business on March 19, 2024 (the " Record Date "). Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote those Common Shares included in the list of Shareholders entitled to vote at the Meeting prepared as at the Record Date, unless any such Shareholder transfers Common Shares after the Record Date and the transferee of those Common Shares, having produced properly endorsed certificates evidencing such Common Shares or having otherwise established that he or she owns such Common Shares, demands, not later than 10 days before the Meeting, that the transferee's name be included in the list of Shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.

Freehold intends to hold the Meeting in person. We will also provide a live audio webcast of the Meeting. As always, we encourage Shareholders to vote their Common Shares prior to the Meeting by following the instructions under the heading "About the Shareholder Meeting" in the accompanying Information Circular.

By order of the Board of Directors of Freehold Royalties Ltd.,

(signed) " Brianna E. C. Guenther "

Brianna E. C. Guenther General Counsel and Corporate Secretary Dated at Calgary, Alberta this 19[th] day of March, 2024

20 24 | MANAGEMENT INFORMATION CIRCULAR | FREEHOLD ROYALTIES LTD . 3