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Hammond Power Solutions Inc. Proxy Solicitation & Information Statement 2023

Apr 3, 2023

45125_rns_2023-04-03_8b3626ab-9ba8-4c96-99d4-f97cf614fc04.pdf

Proxy Solicitation & Information Statement

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Notice of Meeting

&

Management Information Circular

Annual General Meeting of Shareholders to be held

Thursday, May 11, 2023 1:30 p.m. (Eastern Time) (the “ Annual Meeting ”)

Cutten Fields (The Cutten Room) 190 College Avenue East Guelph, Ontario N1H 6L3

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Hammond Power Solutions Inc.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Hammond Power Solutions Inc. (the “ Corporation ”) will be held at Cutten Fields (Cutten Room) at 190 College Avenue East, Guelph, Ontario, N1H 6L3 on Thursday, May 11 2023, at the hour of 1:30 p.m. (Eastern Time) (the “ Annual Meeting ”) for the following purposes:

  1. to receive the Annual Report, including the financial statements for the period ending December 31, 2022, together with the report of the auditor of the Corporation thereon; See Particulars of Matters to be Acted Upon – 1. Presentation of the Financial Statements and the Report of the Auditor (see page [9] in the Management Information Circular attached hereto);

  2. to elect the directors of the Corporation (the “ Directors ”); See Particulars of Matters to be Acted Upon – 2. Election of Directors (see pages [8] to [11] in the Management Information Circular attached hereto);

  3. to appoint KPMG LLP, Chartered Professional Accountants, as the auditor of the Corporation (the “ Auditor ”) and to authorize the Directors to fix the remuneration of the Auditor; See Particulars of Matters to be Acted Upon – 3. Appointment of Auditor (see page [11] in the Management Information Circular attached hereto); and

  4. to transact all such further and other business as may properly come before the Annual Meeting or any adjournment thereof.

RECORD DATE: Shareholders are entitled to vote at the Annual Meeting, and any adjourned or postponed Annual Meeting, if they held Class A Subordinate Voting Shares or Class B Common Shares as of 5:00 p.m. (Eastern Time) on March 27, 2023.

NOTICE-AND-ACCESS: In November 2012, the Canadian Securities Administrators announced the adoption of regulatory amendments to securities laws governing the delivery of proxy related materials by public companies. As a result, public companies are now permitted to advise their shareholders of the availability of all proxy related materials on an easily accessible website rather than mailing physical copies of the materials. The Corporation has adopted the “notice-andaccess” system for the delivery of the Corporation’s proxy materials through the Transfer Agent’s website, www.envisionreports.com/HPSQ2023 or at the Corporation’s profile at www.sedar.com. Shareholders, who receive this notice, have the ability to access the proxy materials on the website and to request a paper copy of the proxy materials. Instructions on how to access the proxy materials through the website or to request a paper copy may be found in this notice. Electronic delivery reduces the cost and environmental impact of producing and distributing paper copies of documents in very large quantities. It also provides shareholders with faster access to information about the Corporation. Shareholders who have already signed up for electronic delivery of proxy materials will continue to receive them by e-mail. All shareholders are reminded to review the management information circular before voting.

PAPER COPIES OF MEETING MATERIALS:

For Holders with a 15 Digit Control Number : Request materials by calling Toll Free, within North America 1-866-962-0498 or direct, from outside North America (514) 982-8716, and entering your

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control number as indicated on your Voting Instruction Form or Proxy. To obtain paper copies of the materials after the Annual Meeting, please contact 1-855-887-2243.

For Holders with a 16 Digit Control Number : Request materials by calling Toll Free, within North America 1-877-907-7643 or direct, from outside North America 1-303-562-9305 and entering your control number as indicated on your Voting Instruction Form or Proxy. To obtain paper copies of the materials after the Annual Meeting, please contact 1-877-907-7643.

A paper copy will be sent to you by first class mail, courier or the equivalent within 3 business days of receiving your request, if the request is made at any time prior to the Annual Meeting. In order to receive the Annual Meeting materials prior to the proxy deadline (as described below) for the Annual Meeting, you should make your request before 8:00 a.m. (Eastern Time) on May 1, 2023.For requests received on or after the date of the Annual Meeting, a paper copy will be sent to you by first class mail, courier or the equivalent within 10 calendar days after receiving your request.

If you have any other questions about “notice-and-access”, please contact Kristin Vanderlaan at 519-822-2441 or email [email protected].

Shareholders are requested to complete the proxy materials (available to you on the Internet) where persons selected by the Directors are named as proxy holders . HOWEVER, IF ANY SHAREHOLDER CHOOSES TO APPOINT A PERSON OR PERSONS OTHER THAN THE ONES SO NAMED, THE NAME OF SUCH PERSON, WHO NEED NOT BE A SHAREHOLDER, SHOULD BE INSERTED IN THE BLANK SPACE PROVIDED FOR THIS PURPOSE AND THE OTHER NAMES STRICKEN.

Please indicate on the form of proxy how you want your vote recorded with respect to each of the items noted thereon by inserting an “X” in the appropriate box. UNLESS OTHERWISE INDICATED, YOUR SHARES WILL BE VOTED IN FAVOUR OF SUCH ITEMS.

In order to be valid for use at the Annual Meeting, proxies must be received by Computershare Investor Services Inc. no less than 48 hours (excluding Saturdays, Sundays and statutory and civic holidays) preceding the commencement of the Annual Meeting or any adjournment thereof at which time the proxy is to be used (the proxy deadline). For voting by mail, registered shareholders should complete and sign their proxy form and mail Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, North Tower, Toronto, Ontario, M5J 2Y1, Canada, Attention: Proxy Department, by no later than 1:30 p.m. (Eastern time) on May 9, 2023.

The deadline to vote your proxy in advance of the Annual Meeting is 1:30 p.m. ET, on Tuesday May 9, 2023.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK

To vote by telephone or Internet, you will need to provide the control number noted on the bottom of your form of proxy that was previously sent to you.

To vote using the telephone: Call 1-866-732-8683 (Toll Free) To vote using the Internet: Go to the following website – www.investorvote.com

Dated at Guelph, Ontario, this 23[rd] day of March, 2023

By order of the Board of Directors of the Corporation

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Richard C. Vollering Chief Financial Officer and Corporate Secretary

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