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Nerds On Site Inc. Proxy Solicitation & Information Statement 2026

Feb 11, 2026

47504_rns_2026-02-11_172f7392-4ffd-4b55-ba72-c7517514dc70.pdf

Proxy Solicitation & Information Statement

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NERDS ON SITE INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

(the "Notice of Meeting")

Notice is hereby given that the annual general meeting (the "Meeting") of the holders of Common shares and Class B Special shares (collectively, the "Shareholders") of Nerds On Site Inc. (the "Corporation") will be held on Friday, March 6, 2026 at 11:00 a.m. (Ontario time) via Zoom (attendance details below) for the following purposes:

    1. to receive the audited consolidated financial statements of the Corporation for the year ended May 31, 2025 together with the report of the auditors' thereon;
    1. to elect directors of the Corporation for the ensuing year, as described in the accompanying information circular ("Circular");
    1. to appoint MNP LLP as auditors of the Corporation for the ensuing year and to authorize the board of directors to fix the auditors' remuneration; and
    1. to transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The specific details of the matters to be considered at the Meeting are set out in the Circular, which accompanies and forms part of this Notice of Meeting.

A Shareholder may attend the Meeting virtually or may be represented at the Meeting by a proxyholder. Shareholders who are unable to attend the Meeting are requested to date and sign the enclosed instrument of proxy (the "Instrument of Proxy") and mail or deposit it with TSX Trust Company ("TSX Trust"), our transfer agent. To be valid, the Instrument of Proxy must be dated, completed, signed and deposited with TSX Trust by: (i) mail to Suite 301, 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Attention: Proxy Department; (ii) facsimile at (416) 595-9593; or (iii) online at www.voteproxyonline.com, entering the 12-digit control number found on your Instrument of Proxy, or as otherwise indicated in the instructions contained in the Instrument of Proxy. In order to be valid and acted upon at the Meeting, Instruments of Proxy must be received at the aforesaid address, fax, or online address not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment thereof. Shareholders are cautioned that using mail to transmit proxies is at each Shareholder's risk.

The board of directors of the Company has fixed the record date for the Meeting as the close of business on January 30, 2026 (the "Record Date"). Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and 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 or she owns such shares, demands, not less 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.

For ease and convenience, the Meeting will be held in a virtual-only format using the Zoom meeting platform, allowing Shareholders to listen, ask questions and vote by proxy, all in real-time. The Company's board of directors and management believe that enabling Shareholders to participate virtually through the Zoom meeting platform will facilitate greater Shareholder attendance and participation.

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To attend the Meeting, please use the details below:

Join via Direct Meeting Link:

https://nerdsonsite.zoom.us/j/86849315254?pwd=nlxgClFv2YiIP9pbjAdCj9KJfGCacR.1

Meeting ID: 868 4931 5254

Passcode: 797936

Join via Phone:

Find your local number: https://nerdsonsite.zoom.us/u/kbGTPQ0Jre

DATED at London, Ontario this 30TH day of January, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

"Charles Regan"

Charles Regan

Chief Executive Officer