Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

IGM Financial Inc. Proxy Solicitation & Information Statement 2020

Apr 17, 2020

43100_rns_2020-04-17_09f6a848-c092-4949-8215-18c75ce74bf4.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [73 x 43] intentionally omitted <==

AMENDED NOTICE TO SHAREHOLDERS OF IGM FINANCIAL INC. REGARDING NOTICE-AND-ACCESS FOR THE 2020 ANNUAL MEETING OF SHAREHOLDERS

April 17, 2020

Dear Shareholder,

In connection with the annual meeting (the “ Meeting ”) of the shareholders (the “ Shareholders ”) of IGM Financial Inc. (the “ Corporation ”), notice is hereby given that the Corporation will use the Canadian Securities Administrators’ “notice-andaccess” delivery model to deliver proxy-related materials, including the Corporation’s management proxy circular (the “ Circular ”) and supplement thereto (the “ Supplement ”) and the Corporation’s 2019 annual report containing the Corporation’s audited consolidated financial statements and the auditors’ report thereon and management’s discussion and analysis for the year ending on December 31, 2019 (the “ Annual Report ” and, together with the Circular, the “ Meeting Materials ”) to Shareholders. Under notice-and-access, the Corporation is permitted, as an alternative to sending paper copies of the Meeting Materials to Shareholders, to provide to Shareholders as of March 11, 2020, the record date for the Meeting, this amended notice containing, among other things, information regarding how to access the Meeting Materials online as well as how to obtain paper copies of the Meeting Materials free of charge. The Corporation anticipates that notice-andaccess will directly benefit the Corporation through a substantial reduction in both postage and printing costs and will also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials. An amended form of proxy for registered Shareholders (the “ Amended Proxy ”) or an amended voting instruction form for non-registered Shareholders is included with this amended notice along with instructions on how to vote.

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of a coronavirus disease known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, the Meeting is being held as a completely virtual meeting, which will be conducted via live webcast; all participants, including shareholders, will be permitted to communicate adequately with each other during the Meeting, regardless of their geographic location. Shareholders will not be able to attend the Meeting in person. A summary of the information shareholders will need to attend the Meeting online is provided in the Supplement to the Circular. Only registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting. Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to attend, participate or vote at the Meeting.

The Meeting will be held as a virtual only meeting via webcast online at https://www.gowebcasting.com/10544 on May 8,

2020 at 11:00 a.m. Central Time for the following purposes:

  1. to receive the report of the directors for the year ended December 31, 2019, and the consolidated financial statements for such period and the auditors’ report thereon;

  2. to elect directors;

  3. to appoint auditors;

  4. to pass an ordinary resolution confirming the amendment and restatement of By-Law No. 1 that was effected by the Board of Directors on March 27, 2020; and

  5. to transact such other business as may properly come before the Meeting.

The Circular provides additional information relating to the matters to be dealt with at the Meeting. In particular, for information concerning the items listed above, please see the sections of the Circular entitled, “Election of Directors” , “Appointment of Auditors” and “Confirmation of Amended and Restated By-Law” .

Page 2

How to Access the Meeting Materials Online

The Meeting Materials are available to be viewed online on the Corporation’s website at www.igmfinancial.com, and on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedar.com. The Circular and this amended notice will remain available on the Corporation’s website for one year after the date of this amended notice.

– How to Request Paper Copies of the Meeting Materials prior to date of the meeting

You can request paper copies of the Meeting Materials free of charge by calling Computershare toll-free at 1-866-962-0498

(or 514-982-8716 for shareholders outside of Canada and the United States).

If a request for paper copies of the Meeting Materials is made prior to the date of the Meeting, the Meeting Materials will be sent to you within three (3) business days of receiving your request.

– How to Request Paper Copies of the Meeting Materials on or following the date of the meeting

If a request for paper copies is made on or after the date of the Meeting, and within one year of the Circular being filed, the Meeting Materials will be sent to you within ten (10) calendar days of receiving the request.

  • You can request paper copies of the Meeting Materials free of charge:

    • by calling the Corporation toll-free at 1-888-277-9559

In order for a Shareholder to receive paper copies of the Meeting Materials in advance of the deadline for submission of voting instructions (currently scheduled for May 6, 2020) and the date of the Meeting, Shareholders should take into account the three (3) business day period for processing requests, as well as typical mailing times. It is estimated that the request for paper copies of the Meeting Materials must be received by Computershare by April 24, 2020 to allow sufficient time for processing and mailing prior to the date of the Meeting. Please note that if you request paper copies of the Meeting Materials, you will not receive a new Amended Proxy or amended voting instruction form.

Voting

Shareholders are reminded to review the Supplement and the Circular prior to voting. Please refer to the directions on your Amended Proxy or amended voting instruction form for instructions on how and when to vote. Shareholders may vote using one of the methods listed on the accompanying Amended Proxy or amended voting instruction form.

Shareholders are receiving an Amended Proxy/amended voting instruction form with this amended notice and, if it is not their intention to be present at the online Meeting, are asked to complete and return the Amended Proxy in the envelope provided. In order to be voted at the online Meeting, or at any adjournment thereof, a completed Amended Proxy must be received by Computershare not later than 11:00 a.m. (Central time) on May 6, 2020. Executed Amended Proxies may be deposited with Computershare in any one of the following ways: (i) by delivery to Computershare Investor Services Inc., 8[th] Floor, Proxy Department, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or (ii) by mail, using the enclosed self-addressed envelope, to Computershare. If you have misplaced the enclosed envelope, Amended Proxies can be mailed to Computershare Investor Services Inc., Proxy Department, 135 West Beaver Creek, P.O. Box 300, Richmond Hill, Ontario, L4B 4R5. Alternatively, a Shareholder may vote by telephone or internet by following the instructions on the Amended Proxy or amended voting instruction form. Instruments appointing proxies not so deposited may not be voted at the Meeting, or at any adjournments thereof.

Registered shareholders who wish to attend and vote at the Meeting should not complete or return the Amended Proxy. Such registered shareholders should follow the instructions set out in the Supplement on how to attend the online Meeting.

For more information on appointment of proxies and voting procedures, please refer to section of the Supplement entitled “Appointment of Proxies and Voting Procedures”.

Page 3

Questions

Shareholders with questions about notice and access can call toll-free at 1-866-964-0492 or 514-982-8714 for holders outside of Canada and the United States.

By Order of the Board of Directors of IGM Financial Inc.

By: (signed) Jeffrey R. Carney Jeffrey R. Carney President and Chief Executive Officer