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Inventronics Limited — Proxy Solicitation & Information Statement 2025
Apr 22, 2025
43466_rns_2025-04-22_c7248bf6-5d76-425e-b258-0e167ebfeb4e.pdf
Proxy Solicitation & Information Statement
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INVENTRONICS
INVENTRONICS LIMITED
NOTICE OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 8, 2025
NOTICE is hereby given that the Annual and Special Meeting (the "Meeting") of the shareholders of Inventronics Limited (the "Corporation") will be held at the offices of Burnet, Duckworth & Palmer LLP, #2400, 525 - 8th Avenue S.W., Calgary, Alberta, on Thursday, May 8, 2025 at 10:00 am (Mountain Time) for the following purposes:
- To receive the audited financial statements of the Corporation for the year ended December 31, 2024;
- To fix the number of directors to be elected at the Meeting at six (6) members;
- To elect six (6) directors for the ensuing year;
- To appoint auditors for the ensuing year, and authorize the directors to fix their remuneration;
- To consider and if thought appropriate, to pass, with or without variation, an ordinary resolution ratifying the Corporation's stock option plan, all as more particularly described in the accompanying Management Information Circular - Proxy Statement of the Corporation dated April 3, 2025 (the "Information Circular"); and
- To transact such other business as may be properly brought before the Meeting, or any adjournment thereof.
The specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular accompanying and forming part of this notice.
Shareholders of the Corporation who are unable to attend the Meeting in person are requested to date and sign the enclosed Instrument of Proxy and mail it to the attention of the Proxy Department, Odyssey Trust Company, Trader's Bank Building, #702, 67 Yonge Street, Toronto, Ontario M5E 1J8. In order to be valid and acted upon at the Meeting, instruments of proxy must be returned to the aforesaid address no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time set for the holding of the Meeting or any adjournment thereof. Shareholders are cautioned that the use of the mail to transmit proxies is at each shareholder's risk.
The Board of Directors of the Corporation has fixed the record date for the Meeting at the close of business on April 3, 2025 (the "Record Date"). Only shareholders of the Corporation of record as at the Record Date are entitled to receive notice of the Meeting. Shareholders of record will be entitled to vote those shares included in the list of shareholders entitled to vote at the Meeting prepared as at the Record Date, unless any such shareholder transfers shares after the Record Date and the transferee of those shares, having produced properly endorsed certificates evidencing such shares or having otherwise established that he owns such 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 shares at the Meeting.
The instrument appointing a proxy shall be in writing and shall be executed by the shareholder or his attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.
The persons named in the enclosed form of proxy are directors and/or officers of the Corporation. Each shareholder has the right to appoint a proxyholder other than such persons named in the form of proxy, who need not be a shareholder, to attend and to act for such shareholder and on such shareholder's behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the shareholder's appointee should be legibly printed in the blank space provided.
The Corporation intends to hold the Meeting in person. As always, the Corporation encourages shareholders to vote their shares prior to the Meeting following the instructions set out in the form of proxy or voting instruction form received by such shareholders.
In the event it is not possible or advisable to hold the Meeting in person, the Corporation will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means, telephone or other communication facilities. Please monitor our website at www.inventronics.com for updated information.
DATED at the City of Calgary, in the Province of Alberta, this 3rd day of April, 2025.
BY ORDER OF THE BOARD OF DIRECTORS
(signed) "Dan Stearne"
Dan Stearne
President, Chief Executive Officer & Director