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Net Zero Renewable Energy Inc. — AGM Information 2021
Dec 8, 2021
46651_rns_2021-12-08_79baf588-4e04-4dc9-a06c-a97605f305c5.PDF
AGM Information
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ENERDYNAMIC HYBRID TECHNOLOGIES CORP.
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the holders of common shares (the "Shares") of Enerdynamic Hybrid Technologies Corp. (the "Corporation") will be held at the Corporation's Niagara Falls Office at 6040 Progress Street, Niagara Falls, Ontario L2G 0C4 on Tuesday, January 11, 2022, at 10:00 a.m. (Eastern Standard Time) (the "Meeting Date"), for the following purposes:
Notice-and-Access
The Corporation is using the notice-and-access mechanism (the "Notice-and-Access Provisions") under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations to deliver meeting materials to its registered and beneficial shareholders (the "Shareholders") in respect of its Meeting of Shareholders to be held on the Meeting Date.
Instead of receiving printed copies of the Meeting Materials (as defined below), under the Notice-and-Access Provisions, Shareholders will receive this notice ("Notice") with information on the Meeting Date, location and purpose, as well as information on how they may access electronic versions of the management proxy circular of the Corporation dated November 29, 2021 (the "Information Circular"), the audited consolidated financial statements of the Corporation (the "Financial Statements"), management's discussion and analysis of the Corporation's results of operations and financial condition (the "MD&A") for the year ended November 30, 2020 (together, the Information Circular, the Financial Statements and the MD&A, the "Meeting Materials"), and how they may vote. Shareholders will also receive a form of proxy ("Proxy") or voting instruction form ("VIF"), as applicable, enabling them to vote at the Meeting.
See Part 1 – Voting and Solicitation of Proxies – Notice-and-Access in the accompanying Information Circular.
SHAREHOLDERS ARE REMINDED TO REVIEW THE CIRCULAR BEFORE VOTING.
Meeting Date and Time
Tuesday, January 11, 2022 at 10:00 a.m. (Eastern Time)
Specific details of the matters to be put before the Meeting are set forth in the Information Circular accompanying this Notice. The record date for determination of Shareholders entitled to receive notice of and to vote at the Meeting is November 29, 2021 (the "Record Date"). Only Shareholders whose names have been entered in the register of Shares at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. Each of the Shares entitled to be voted at the Meeting will entitle the holder to one (1) vote at the Meeting. Shareholders are requested to complete, sign and return the applicable accompanying Proxy for use at the Meeting, whether or not they are able to attend personally, as described in the Information Circular.
Shareholders will be asked to consider and vote on the following matters:
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- to receive and consider the audited annual consolidated financial statements of the Corporation for the financial year ended November 30, 2020 together with the report of the auditors thereon;
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- to set the number of directors at four (4) and elect four (4) directors of the Corporation for the forthcoming year;
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- to approve the re-appointment of HS & Partners LLP as auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;
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- to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution reapproving the Corporation's stock option plan, as more particularly described in the accompanying Information Circular;
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- to adopt a new Advance Notice Policy of the Corporation;
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- to consider and, if deemed advisable, pass a special resolution approving an amendment to the Corporation's articles to change the name of the Corporation and adopt a new stock symbol;
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- to consider and, if deemed advisable, pass a special resolution empowering the directors to appoint up to one-third of their number under subsection 125(3) of the OBCA; and
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- to transact such other business as may properly come before the Meeting or any adjournment thereof.
These matters are set out in detail in the Information Circular under the section entitled "Part 3 – The Business of the Meeting".
Website Where Meeting Materials are Posted
Electronic copies of the Meeting Materials may be found on the Corporation's SEDAR profile at www.sedar.com and Computershare's website at www.envisionreports.com/EBMQ2022. The Corporation will not use the procedures known as "stratification" under the Notice-and-Access Provisions meaning that all Shareholders will receive a Notice in accordance with the Notice-and-Access Provisions.
Obtaining Paper Copies of Materials
Shareholders can request paper copies of Meeting Materials in advance of the Meeting by contacting the Corporation by telephone at 1-289-488-1699 or by email at [email protected]. Such a request should be sent so that the request is received by the Corporation by 10:00 a.m. (Eastern Time) on Friday, December 31, 2021 in order to allow sufficient time for Shareholders to receive the paper copies and to return their proxies or voting instruction forms to intermediaries not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Niagara Falls, Ontario) prior to the time set for the Meeting or any adjournments or postponements thereof.
Voting - Registered Holders
Registered Shareholders who are unable to attend the Meeting in person are requested to complete, date, signand return the enclosed proxy form to Computershare Trust Company of Canada ("Computershare") in accordance with the instructions set out below, on the proxy form or in the Information Circular. If you are voting your shares by proxy, Computershare must receive your completed proxy form by 10:00 a.m. (Eastern Time) on Friday, January 7, 2022, or 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) before any adjournment(s) or postponement(s) of the Meeting.
An appointment of a proxyholder or alternate proxyholder will not be valid unless a proxy form making the appointment, signed by the Shareholder or by an attorney of the Shareholder authorized in writing, is deposited with Computershare:
by internet by going to www.investorvote.com. You will be prompted to enter the 15-digit ControlNumber, which is located on the reverse side of the proxy form;

by mail to 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1;

by telephone for the Proxy at 1-866-732-VOTE (8683) (toll free) or 1-312- 588-4290 (direct dial) froma touch tone phone; or

by smartphone, scan the QR Code on the proxy form.
You are a registered Shareholder if your Shares are held in your name and you have a certificate representing such Shares. If you are a registered Shareholder and are unable to attend the Meeting in person, please date, complete and sign the enclosed Proxy and deliver it to the Corporation's transfer agent, Computershare, in accordance with one of the methods of delivery described on the Proxy. In order to be valid and acted upon at the Meeting or at any adjournment or postponement thereof, proxies must be received by Computershare at the aforesaid address at least forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the time set for the Meeting or any adjournment or postponement thereof. The Corporation may waive the Proxy cut-off time without notice in its discretion. Failure to deposit a Proxy in accordance with the foregoing may result in its invalidation.
A registered Shareholder who has given a proxy may revoke it by:
- (a) voting again by telephone or on the Internet before 10:00 a.m. (Eastern Time) on Friday, January 7, 2022;
- (b) completing a proxy form that is dated later than the proxy form you are changing, and mailing it to Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 so that it is received before 10:00 a.m. (Eastern Time) on Friday, January 7, 2022;
- (c) sending a notice in writing from the Shareholder or the Shareholder's authorized attorney (or, if the Shareholder is a corporation, by a duly authorized officer) revoking the proxy, to the Corporate Secretary of the Corporation so that it is received before 10:00 a.m. (Eastern Time) on Friday, January 7, 2022;
- (d) giving a notice in writing from the Shareholder or the Shareholder's authorized attorney (or, if the Shareholder is a corporation, by a duly authorized officer) revoking your proxy to the chair of the Meeting, at the Meeting; or
- (e) attendance at the Meeting and participation in a poll (ballot) by the Shareholder (but not by the proxyholder of such Shareholder).
The revocation of a proxy will not affect a matter on which a vote is taken before the revocation.
Voting – Non-Registered Holders
Any non-registered, or beneficial, Shareholders receiving Meeting Materials through their broker or other intermediaryshould complete and return the voting instruction form provided to them by their broker or other intermediaryin accordance with the instructions provided therein, or otherwise follow the instructions provided by their broker or other intermediary.
A non-registered Shareholder may revoke a proxy or voting instruction form given to their broker or other intermediary by contacting the broker or intermediary through which the non-registered Shareholder's common shares are held and following the instructions of the broker or intermediary respecting the revocation of proxies. In order to ensure that the broker or intermediary acts upon a revocation of a proxy or voting instruction form,the written notice should be received by the broker or intermediary well in advance of the Meeting.
You are a beneficial Shareholder if your Shares are held in the name of an intermediary or a nominee. If you are a beneficial holder of Shares, please date, complete, sign and return the VIF provided by your broker or other intermediary in accordance with the instructions provided therein.
At the date of this Notice and the accompanying Information Circular, it is the intention of the Corporation to hold an in-person Meeting at the location stated above in this Notice. We are continuously monitoring the development of the current coronavirus outbreak ("COVID-19"). In light of the rapidly evolving public health guidelines related to COVID-19, we ask shareholders to consider voting their shares by proxy and NOT ATTEND THE MEETING IN PERSON. Should you choose to attend the Meeting in person, to ensure we stay in compliance with the government rules and regulations regarding the health and safety of all persons attending the Meeting, the Corporation requests that you provide proof of your double vaccination status. We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of Ontario, including the Ontario Health Services, and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. For the latest updates on the plan to safely reopen Ontario and continue to follow the restrictions and public health measures, visit the Government of Ontario's website at https://covid-19.ontario.ca/plan-safely-reopen-ontario-and-manage-covid-19-long-term. Shareholders who do wish to attend the Meeting in person, should also carefully consider and follow the instructions of the federal Public Health Agency of Canada: (https://www.canada.ca/en/public-health/services/diseases/coronavirus-diseasecovid-19.html). Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 21 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed Proxy or VIF prior to the Meeting by one of the means described in the Information Circular accompanying this Notice.
The Corporation reserves the right to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 21 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Corporation will announce any and all of these changes by way of news release, which will be filed under the Corporation's profile on SEDAR at www.sedar.com. We strongly recommend you check the Corporation's profile on SEDAR prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Corporation will not prepare or mail amended Meeting Materials.
For more information on the Notice-and-Access Provisions and information on voting, please see the section in the Circular entitled "Part 1 – Voting and Solicitation of Proxies – Notice-and-Access" or contact the Corporation's transfer agent, Computershare, toll-free within North America at 1-800- 564-6253, from outside of North America at 1-514-982-7555.
For paper copies of the Meeting Materials, please contact the Corporation at:
EnerDynamic Hybrid Technologies Corp. 6040 Progress Street Niagara Falls, Ontario L2G 0C4
Tel: 1-289-488-1699 Email: [email protected]
THE BOARD OF DIRECTORS AND MANAGEMENT REQUEST ALL SHAREHOLDERS VOTE BY PROXY AND NOT ATTEND THE MEETING IN PERSON.
DATED at Toronto, Ontario this 29th day of November 2021.
BY ORDER OF THE BOARD OF DIRECTORS
OF ENERDYNAMIC HYBRID TECHNOLOGIES CORP.
(signed) "John Gamble" Chief Executive Officer