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Maple Leaf Foods Inc. Proxy Solicitation & Information Statement 2024

Mar 27, 2024

42554_rns_2024-03-27_d1cf3496-0239-4b5a-9496-95d87520368b.pdf

Proxy Solicitation & Information Statement

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Notice of 2024 Annual Meeting of Shareholders and Availability of Proxy Materials

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Date:
May 2, 2024
Time:
11:00 am (ET)
Location:
Virtually at:
Virtual Meeting
via live video webcast at:
web.lumiagm.com/402739480
In person at:
ThinkFood!, 6897 Financial Drive,
Mississauga, ON L5N 0A8
Materials:
Maple Leaf Foods Inc. is using
notice and access to deliver the
materials for the Meeting to you via
the internet. You can access the
Circular and our audited
consolidated 2023 financial
statements on our website at:
www.mapleleaffoods.com
or on SEDAR+ at:
www.sedarplus.ca
You can also request paper copies
of the materials by mail at no cost by
calling the applicable number below
and entering the control number
from your form of proxy or voting
instruction form:
For shareholders with a 15 digit
control number:
1-866-962-0498 (toll free in North
America), or
1-514-982-8716 (direct outside North
America)
For shareholders with a 16 digit
control number:
1-877-907-7643 (toll free in
North America) or
English: 303-562-9305
+ French: 303-562-9306
(direct outside North America)
Requests for paper copies must be
received no later than April 18, 2024
in order for you to receive the
materials before the voting
deadline.
If you have questions regarding
“Notice and Access”, please call
1-866-964-0492 (toll-free).
Voting in advance of the Meeting:
All shareholders of record as of
March 19, 2024 can vote in advance
of the Meeting by phone, on the
internet or by mail by following the
instructions on the voting instruction
form or form of proxy accompanying
this notice. To be valid proxies must
be received by Computershare by
no later than 5:00 pm (ET) on
Tuesday, April 30, 2024.
You are invited to the Annual Meeting of Maple Leaf Foods Inc.
This year, we are offering shareholders the opportunity to attend
the meeting virtually by a live video webcast at web.lumiagm.com/
402739480 or in person at ThinkFood!, 6897 Financial Drive,
Mississauga, Ontario, Canada.
We are also utilizing “Notice and Access” to provide you with easy
electronic access to our management information circular (Circular)
and other meeting materials rather than mailing paper copies. The
shift to electronic delivery of the Circular is part of our commitment
to reduce our environmental footprint.
Purpose of the Meeting
At the Meeting, shareholders are being asked to:
1. Receive the 2023 audited consolidated financial statements of
Maple Leaf Foods Inc. together with the report of the external
auditors on those statements;
2. Elect directors to the board for the ensuing year;
3. Appoint KPMG LLP as external auditors for the ensuing year and
authorize the directors to fix their remuneration;
4. Consider a say on executive pay advisory resolution;
5. Consider an amendment to the Maple Leaf Foods Inc. Amended
and Restated Share Option Plan to increase the number of
shares reserved for issuance by 3,250,000 to 11,750,000; and
6. Consider any other business as may properly come before the
Meeting.
See the “Business of the Meeting” section of the Circular for more
information.
Participating and Voting at the Meeting
Registered shareholders as of March 19, 2024 and duly appointed
proxyholders will be able to attend the Meeting, submit questions
and vote either online or in person.
Should registered shareholders chose to attend virtually they can
connect to the Meeting via the internet at web.lumiagm.com/
402739480
using the latest version of Chrome, Safari, Edge or
Firefox on your computer, tablet or smartphone.
If you are a registered shareholder and wish to vote at the meeting,
whether in person or online, you do not need to complete or return
your form of proxy. Simply attend the meeting and present yourself
to a representative of the Corporation at the registration table or
log in virtually by following the instructions in the Circular.
Beneficial shareholders who have not duly appointed themselves
as proxyholder will be able to attend the Meeting as guests and ask
questions, but guests will not be able to vote at the Meeting.
Any shareholder that wishes to appoint a person other than the
management nominees identified on the form of proxy or voting
instruction form (including a beneficial shareholder who wishes to
appoint themselves to attend) must carefully follow the instructions
in the Circular and on the form of proxy or voting instruction form.
These instructions include the additional step of registering with our
transfer agent, Computershare after submitting the form of proxy or
voting instruction form but prior to the meeting. You must follow
these instructions closely regardless of whether your proxyholder
will be attending the Meeting online or in person.
Your vote is important
We strongly encourage you to review the Circular and vote in
advance of the meeting. In order to vote or join the Meeting, you
will need your unique control number located on the accompanying
form of proxy or voting instruction form. Further detailed
instructions are included in the Circular.

Dated at Mississauga, Ontario this 13[th] day of March, 2024. By order of the Board of Directors (signed) “Suzanne Hathaway” Senior Vice President, General Counsel, Communications and Corporate Secretary