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Magellan Aerospace Corporation Proxy Solicitation & Information Statement 2023

Apr 6, 2023

42848_rns_2023-04-06_535a5a70-d245-461c-afa0-301b7b0131f6.pdf

Proxy Solicitation & Information Statement

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MAGELLAN AEROSPACE CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual meeting (the "Meeting") of the holders of common shares (“Common Shares”) of MAGELLAN AEROSPACE CORPORATION (the "Corporation"), will be held at the Corporation’s facility at 660 Berry Street, Winnipeg, Manitoba R3H 0S5 on Tuesday, the 2[nd ] of May, 2023, at 4:30 p.m. Eastern Time (3:30 p.m. Central Time) for the following purposes:

1. to receive the consolidated financial statements of the Corporation for its financial year ended December 31, 2022, together with the report of the auditors thereon;

2. to elect the directors of the Corporation for the ensuing year;

3. to appoint BDO Canada LLP as the auditors of the Corporation with remuneration to be fixed by the directors; and

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

Particulars of the foregoing matters are set forth in the accompanying management proxy circular (“Proxy Circular”) of the Corporation dated March 17, 2023. The financial statements for the year ended December 31, 2022 and the independent report of the auditors of the Corporation thereon are available on SEDAR at www.sedar.com and will be made available at the Meeting.

ANY SHAREHOLDER OF RECORD AT THE CLOSE OF BUSINESS ON MARCH 17, 2023 WILL BE ENTITLED TO RECEIVE NOTICE OF, AND VOTE AT THE MEETING, PROVIDED THAT TO THE EXTENT SUCH A SHAREHOLDER TRANSFERS THE OWNERSHIP OF ANY OF THEIR COMMON SHARES AFTER THE RECORD DATE AND THE TRANSFEREE OF THOSE COMMON SHARES PRODUCES A PROPERLY ENDORSED SHARE CERTIFICATE OR OTHERWISE ESTABLISHES THAT THEY OWN SUCH COMMON SHARES AND DEMANDS NOT LATER THAN 10 DAYS BEFORE THE MEETING THAT THEIR NAME BE INCLUDED ON THE SHAREHOLDERS’ LIST, SUCH TRANSFEREE IS ENTITLED TO VOTE SUCH SHARES AT THE MEETING. IF YOU CANNOT ATTEND THE MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY FORM IN THE ADDRESSED ENVELOPE PROVIDED. IN ORDER FOR YOUR PROXY FORM TO BE EFFECTIVE, IT MUST BE DULY COMPLETED AND MUST REACH THE OFFICE OF COMPUTERSHARE TRUST COMPANY OF CANADA, 8[TH] FLOOR, 100 UNIVERSITY AVENUE, TORONTO, ONTARIO, CANADA M5J 2Y1 AT LEAST 48 HOURS BEFORE THE MEETING.

EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY BY INTERNET, PHONE OR MAIL AS SOON AS POSSIBLE . If you later choose to revoke your proxy or change your vote, you may do so by following the procedures described in the attached Proxy Circular.

Please read the proxy materials carefully. Your vote is important and the Corporation appreciates your cooperation in considering and acting on the matters presented.

By Order of the Board of Directors of the Corporation

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Elena M. Milantoni Chief Financial Officer and Corporate Secretary DATED at Mississauga, Ontario, this 17[th] day of March, 2023.