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Freshlocal Solutions Inc. — AGM Information 2022
Feb 17, 2022
47561_rns_2022-02-17_86bcb2c3-74dd-4b1c-b709-10e11b9b8d2e.pdf
AGM Information
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February 11, 2022
FRESHLOCAL SOLUTIONS INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that, due to concerns regarding the COVID-19 pandemic and to assist in protecting the health and well-being of our shareholders, employees and directors, the annual and special meeting of shareholders (the “ Meeting ”) of Freshlocal Solutions Inc. (the “ Company ”) will be held in a virtual format at 10:00 a.m. (Vancouver time) on March 30, 2022 for the following purposes:
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to receive and consider the audited consolidated financial statements of the Company for the fiscal year ended October 2, 2021 and the auditors’ report thereon;
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to set the number of directors of the Company (“ Directors ”) at five (5) for the ensuing year;
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to elect the Directors for the ensuing year;
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to appoint Deloitte LLP as auditors of the Company for the ensuing year and to authorize the Directors to fix their remuneration;
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to consider and, if deemed appropriate, to pass an ordinary resolution as set forth in Schedule A to the management information circular dated February 11, 2022 (the “ Circular ”) accompanying this notice of meeting (“ Notice ”): (i) approving the stock option plan of the Company (the “ Stock Option Plan ”); (ii) authorizing the unallocated stock options under the Stock Option Plan; (iii) ratifying the grants of previously granted stock options under the former stock option plan of the Company; and (iv) ratifying the grants of stock options made pursuant to the Stock Option Plan since April 16, 2021, as more particularly described in the Circular;
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to consider and, if deemed appropriate, to pass an ordinary resolution as set forth in Schedule B to the Circular accompanying this Notice: (i) approving the share unit plan of the Company (the “ Share Unit Plan ”); (ii) authorizing the unallocated restricted share units (“ RSUs ”) and performance share units under the Share Unit Plan; and (ii) ratifying the grants of RSUs made pursuant to the Share Unit Plan since April 16, 2021, as more particularly described in the Circular;
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to consider and, if deemed appropriate, to pass an ordinary resolution as set forth in Schedule C to the Circular accompanying this Notice: (i) approving the deferred share unit plan of the Company (the “ DSU Plan ”); and (ii) authorizing the unallocated deferred share units under the DSU Plan, as more particularly described in the Circular; and
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to transact such further and other business as may properly come before the Meeting or any adjournment thereof.
It is important that your common shares of the Company (“ Common Shares ”) be represented at the Meeting. Please note that the Meeting will be held in a virtual only format, which will be conducted via live audio webcast which can be accessed after registering at the link indicated below. Shareholders of the Company (“ Shareholders ”) will not be able to attend the Meeting in person but will have an opportunity to participate at the Meeting online regardless of their geographic location.
Only persons registered as Shareholders on the records of the Company as of the close of business on February 7, 2022 (the “ Record Date ”) are entitled to receive notice of, and to vote or act at, the virtual Meeting. No person who becomes a Shareholder after the Record Date will be entitled to vote or act at the Meeting or any adjournment thereof.
In addition to being able to vote at the appropriate time during the Meeting, registered Shareholders and duly appointed proxyholders will be able to participate in the Meeting and ask questions, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular. Non-registered Shareholders (being a Shareholder who does not hold Common Shares in his, her or its, as the case may be, own name (a “ Beneficial Shareholder ”)) who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to participate or vote at the Meeting. To access the Meeting, follow the instructions below:
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Step 1: Log in online and register at: https://bit.ly/33WOHDh before 10:00 a.m. (Vancouver time) on March 28, 2022.
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Step 2: Complete the survey to register for the Meeting.
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Step 3: After registering, you will receive a confirmation email sent to the email address you provided in the survey with access instructions for the day of the Meeting. This confirmation email with access instructions will also be sent out the day prior to the Meeting.
The Company recommends that you log in by 9:45 a.m. (Vancouver time) on March 30, 2022. It is important to ensure you are connected to the internet at all times in order to vote when balloting commences. You are responsible for ensuring internet connectivity for the duration of the Meeting.
Registered Shareholders who are unable to participate in the Meeting are kindly requested to specify on the accompanying form of proxy the manner in which the Common Shares represented thereby are to be voted, and to sign, date, and return same in accordance with the instructions set out in the form of proxy and the Circular.
A registered Shareholder or a Beneficial Shareholder who desires to appoint a person other than those identified on the form of proxy or voting instruction form to represent him, her or it at the virtual Meeting, or any adjournment thereof, may do so by inserting such person’s name in the blank space provided in the form of proxy or voting instruction form and following the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you wish that a person other than the nominees identified on the form of proxy or voting instruction form attend and participate at the virtual Meeting as your proxy and vote your Common Shares, including if you are a Beneficial Shareholder and wish to appoint yourself as a proxyholder to attend, participate and vote at the virtual Meeting, you MUST register such proxyholder after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a four-digit username to attend, participate and vote at the Meeting. Without a username, the proxyholder will not be able to register in order to participate, submit questions online and vote virtually at the Meeting. To register a proxyholder, Shareholders MUST visit http://www.computershare.com/FreshLocal and provide Computershare Investor Services Inc. (“ Computershare ”) with their proxyholder’s contact information before 10:00 a.m. (Vancouver time) on March 28, 2022, or no later than 48 hours before the time of any adjourned Meeting (excluding Saturdays, Sundays and holidays) so that Computershare may provide the proxyholder with a four-digit username via email. The username will be required for proxyholders to register for the Meeting in accordance with steps 1 to 3 described above and participate, attend and vote at the Meeting which will be held through a live audio webcast.
Notice-and-Access
The Company has elected to use “notice-and-access” rules (“ Notice-and-Access ”) under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) for distribution of Proxy-Related Materials (as defined below) to Shareholders. Notice-and-Access is a recent set of rules that allows issuers to post electronic versions of proxy-related materials on SEDAR and on one additional website, rather than mailing paper copies. “ ProxyRelated Materials ” refers to this Notice, the Circular and a form of proxy for registered Shareholders or a voting instruction form (“ VIF ”) for Beneficial Shareholders.
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The use of Notice-and-Access is more environmentally friendly, as it will help reduce paper use. It will also reduce the Company’s printing and mailing costs. Shareholders may obtain further information about Notice-and-Access by contacting: (i) for Shareholders with a 15-digit Control Number: Computershare toll free at 1-866-964-0492 or on the internet at www.computershare.com/noticeandaccess; or (ii) for Shareholders with a 16-digit Control Number: Broadridge Financial Solutions, Inc. toll free at 1-855-887-2244.
Websites Where Proxy-Related Materials are Posted
- The Proxy-Related Materials are available on the Company’s website at https://ir.freshlocalsolutions.com/financials/annual disclosure/default.aspx and under the Company’s profile on SEDAR at www.sedar.com.
Notice Package
Although the Proxy-Related Materials have been posted on-line as noted above, Shareholders will receive paper copies of a notice package (“ Notice Package ”) via prepaid mail containing information prescribed by NI 54-101 such as: the date, time and location of the Meeting, the website addresses where the Proxy-Related Materials are posted, a form of proxy or a VIF, as applicable, and supplemental mail list return card for Shareholders to request they be included in the Company’s supplementary mailing list for receipt of the Company’s financial statements for the 2022 fiscal year.
How to Obtain Paper Copies of Proxy-Related Materials
Shareholders may obtain paper copies of this Notice and the accompanying Circular free of charge by contacting: (i) for Shareholders with a 15-digit Control Number: Computershare toll free at 1-866-962-0498 (within North America) or 514-9828716 (outside North America); or (ii) for Shareholders with a 16-digit Control Number: Broadridge Financial Solutions, Inc. toll free at 1-877-907-7643. Any request for paper copies which are required in advance of the Meeting should be sent so that the request is received by the Company by March 21, 2022 in order to allow sufficient time for Shareholders to receive their paper copies and to return their form of proxy or VIF by its due date.
The Circular accompanying this Notice contains important instructions and details on how to participate at the Meeting and vote your Common Shares by proxy or online during the Meeting. The specific details of the matters proposed to be put before the Meeting are also set forth in the Circular.
EVEN IF YOU PLAN TO PARTICIPATE IN THE MEETING ONLINE, PLEASE SUBMIT YOUR PROXY BY INTERNET, PHONE OR MAIL
AS SOON AS POSSIBLE . If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described in the Circular.
DATED at Vancouver, British Columbia February 11, 2022
BY ORDER OF THE BOARD OF DIRECTORS OF FRESHLOCAL SOLUTIONS INC.
(signed) D. Neil McDonnell
D. Neil McDonnell Chair of the Board of Directors
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