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Kits Eyecare Ltd. — AGM Information 2021
May 19, 2021
47986_rns_2021-05-19_f893a26c-5d66-4e0e-97b6-3dfc1a63185b.pdf
AGM Information
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Kits Eyecare Ltd. Notice of Annual Meeting of Shareholders To Be Held On June 30, 2021
All capitalized terms used herein but not otherwise defined have the meaning ascribed thereto in the accompanying management information circular dated May 10, 2021 (the “ Circular ”).
Notice is hereby given that the annual meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Common Shares ”) of Kits Eyecare Ltd. (“ KITS ” or the “ Company ”) will be held on June 30, 2021 at 10:00 a.m. (Pacific Daylight Time) virtually via live audio webcast online at https://web.lumiagm.com/422890901 for the following purposes:
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(a) to receive the financial statements for the year ended December 31, 2020 and the auditors’ report thereon;
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(b) to re-appoint MNP LLP as the auditors of the Company for the ensuing year and to authorize the directors of the Company (the “ Directors ”) to fix their remuneration;
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(c) to elect the Directors for the ensuing year; and
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(d) to transact such other business as may properly come before the Meeting and any adjournment or postponement thereof.
The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular under “ Particulars of Matters to be Acted Upon at the Meeting ”, accompanying and forming part of this Notice of Annual Meeting (the “ Notice ”).
Shareholders of record at the close of business on May 12, 2021 are entitled to receive notice of and attend the Meeting and are entitled to one vote for each Common Share registered in the name of such Shareholder in respect of each matter to be voted upon at the Meeting. If unable to attend the Meeting, a registered Shareholder may, in advance of the Meeting, submit his/her/its proxy by mail, telephone or over the internet in accordance with the instructions below.
This year, out of an abundance of caution, to proactively deal with the public health impact of the COVID-19 outbreak, and to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, we will hold our Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location.
Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, 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 (“ Non-Registered Holders ”) who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting.
A Shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including a Non-Registered Holder who wishes to appoint themselves to attend) must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare Investor Services Inc., after submitting their form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a user name to participate in the Meeting and only being able to attend as a guest.
Voting by Mail or Delivery Before the Meeting:
Computershare Investor Services Inc. Attention: Proxy Department 8th Floor, 100 University Avenue, Toronto, ON M5J 2Y1
Voting by Telephone Before the Meeting. Enter the 15-digit control number printed on the form of proxy at 1-866-732-8683 (Canada and the U.S. only) or (312) 588-4290 (outside Canada and the U.S.).
Voting by Internet Before the Meeting. Enter the 15-digit control number printed on the form of proxy at www.investorvote.com.
A Non-Registered Holder should follow the instructions included on the voting instruction form provided by his/her/its Intermediary (as defined in the Circular).
A proxy will not be valid for the Meeting or any adjournment or postponement thereof unless it is completed and delivered to Computershare Investor Services Inc. no later than 10:00 a.m. (Pacific Daylight Time) on June 28, 2021 (or, if the Meeting is adjourned or postponed, 48 hours (Saturdays, Sundays and holidays excepted) prior to the time of holding the Meeting) in accordance with the delivery instructions above. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion, without notice.
Notice-and-Access
The Company has elected to send out proxy-related materials to Non-Registered Holders using the notice-and-access provisions under National Instrument 51-102 – Continuous Disclosure Obligations (“ NI 51-102 ”) and National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”, and together with NI 51-102, the “ Notice-and-Access Provisions ”) for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that allow issuers to post electronic versions of proxy-related materials online, via the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) and one other website, rather than mailing paper copies of such materials to securityholders.
Non-Registered Holders will be provided with electronic access to this Notice, the Circular, the Company’s management’s discussion and analysis of the results of operations and financial condition of the Company for the year ended December 31, 2020 (the “ MD&A ”) and the audited consolidated financial statements of the Company and accompanying notes for the year ended December 31, 2020 (together with the MD&A, the “ MD&A and Financials ”) together with the auditor’s report thereon on SEDAR at www.sedar.com and on the Company’s website at https://ir.kits.com.
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Shareholders are reminded to review the Circular before voting. Non-Registered Holders will receive paper copies of a notice package (the “ Notice Package ”) via prepaid mail containing a notice with information prescribed by the Notice-and-Access Provisions and a voting instruction form (if you are a nonregistered Shareholder). The Company will not use procedures known as ‘stratification’ in relation to the use of Notice-and-Access Provisions. Stratification occurs when an issuer using Notice-and-Access Provisions sends a paper copy of the Circular to some securityholders with a Notice Package.
Non-Registered Holders with questions about Notice-and-Access can call the Broadridge Investor Communication Solutions, English Proxy Line toll-free at 1-844-916-0609 (Canada and the U.S. only) or direct at 1-303-562-9305 (outside Canada and the U.S.) or the French Proxy Line toll-free at 1- 844-9730593 (Canada and the U.S. only) or direct at 1- 303-562-9306 (outside Canada and the U.S.). NonRegistered Holders may obtain paper copies of the Circular and the MD&A and Financials free of charge by calling 1-877-907-7643 at any time up until and including the date of the Meeting, including any adjournment or postponement thereof. Any Shareholder wishing to obtain a paper copy of the meeting materials should submit their request no later than 10:00 a.m. (Pacific Daylight Time) on June 20, 2021 in order to receive paper copies of the meeting materials in time to vote before the Meeting. Under the Notice-and-Access Provisions, meeting materials will be available for viewing on the Company’s website for one year from the date of posting.
DATED May 10, 2021
By Order of the Board of Directors
“ Roger Hardy ”
Roger Hardy Chairman and Chief Executive Officer
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