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IGM Financial Inc. Proxy Solicitation & Information Statement 2022

Mar 17, 2022

43100_rns_2022-03-17_98cc8978-9101-4bf2-a05c-1e5a27937d1b.pdf

Proxy Solicitation & Information Statement

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NOTICE TO SHAREHOLDERS OF IGM FINANCIAL INC. REGARDING NOTICE-AND-ACCESS FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS

March 17, 2022

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-and-access” delivery model to deliver proxy-related materials, including the Corporation’s management proxy circular (the “ Circular ”) and the Corporation’s 2021 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, 2021 (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 9, 2022, the record date for the Meeting, this 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. Notice-and-access directly benefits the Corporation through a substantial reduction in both postage and printing costs and also promotes environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials. A form of proxy for registered Shareholders or a voting instruction form for non-registered Shareholders is included with this notice along with instructions on how to vote.

The Meeting will be held in person at the Metropolitan Entertainment Centre and online via live webcast at https://web.lumiagm.com/272979158 on May 6, 2022 at 11:00 a.m. Eastern Time for the following purposes:

  1. to receive the report of the directors for the year ended December 31, 2021, and the consolidated financial statements for such period and the auditors’ report thereon;

  2. to elect directors;

  3. to appoint auditors;

  4. to approve a non-binding advisory resolution on the Corporation’s approach to executive compensation; and

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

IGM currently anticipates that the Meeting will be held both at 281 Donald Street, Winnipeg, Manitoba and by live webcast that will be available online at https://web.lumiagm.com/272979158. IGM is actively monitoring the COVID-19 situation and we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, provincial, and local governments may impose. Depending on the circumstances, IGM may not be able to accommodate in-person attendance by all eligible shareholders and access may be restricted on a first come first serve basis. In the event we determine that it is not possible or advisable for our shareholders to attend the meeting in person, we will promptly notify shareholders and communicate any changes by way of press release and on our website at www.igmfinancial.com. We encourage shareholders to view the webcast rather than attend in person. Please monitor our website at www.igmfinancial.com for updated information and our most current instructions, particularly if you are planning to attend the Meeting in perso n.

Shareholders who attend the Meeting virtually will have an equal opportunity to participate in real time and vote at the Meeting online through a web-based platform regardless of their geographic location. Only registered shareholders and duly appointed proxyholders will be able to participate and vote at the Meeting. Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to participate or vote at 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” , and “Appointment of Auditors” .

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 notice will remain available on the Corporation’s website for one year after the date of this notice.

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– 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 4, 2022) 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 22, 2022 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 form of proxy or voting instruction form.

Voting

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

Shareholders are receiving a form of proxy/voting instruction form with this notice and, if it is not their intention to be present in person at the Meeting, are asked to complete and return the form of proxy or voting instruction form in the envelope provided. In order to be voted at the Meeting, or at any adjournment thereof, a completed form of proxy or voting instruction form must be received by Computershare not later than 11:00 a.m. (Eastern Time) on May 4, 2022. Executed forms of proxy or voting instruction forms 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 selfaddressed envelope, to Computershare. If you have misplaced the enclosed envelope, proxies and voting instruction forms 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 form of proxy or voting instruction form. Instruments appointing proxies not so deposited may not be voted at the Meeting, or at any adjournments thereof.

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

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) James O’Sullivan

James O’Sullivan President and Chief Executive Officer