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NexLiving Communities Inc. — Proxy Solicitation & Information Statement 2024
Mar 7, 2024
46931_rns_2024-03-07_d8d1c091-8213-4e16-ac52-d7d1aef9419a.pdf
Proxy Solicitation & Information Statement
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of holders (the “ Shareholders ”) of common shares (the “ Shares ”) of NexLiving Communities Inc. (the “ Company ”) will be held at 11:00 a.m. EDT on April 3, 2024 at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, ON M5L 1B9 for the following purposes:
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To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of the shareholders of the Company approving 8985979 Canada Inc. becoming a new “Control Person” (as such term is defined in the TSX-V Corporate Finance Manual) of the Company in connection with the transactions described in the accompanying management information circular dated March 7, 2024 (the “ Circular ”), as more fully described in the Circular.
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To transact such other or further business as may properly come before the Meeting or any adjournment or postponement thereof.
Each person who is a holder of record of Shares at the close of business on February 12, 2024 (the “ Record Date ”) is entitled to receive notice of, and to attend and vote at, the Meeting, and any adjournment or postponement(s) thereof.
Registered Shareholders unable to attend the Meeting in person are requested to read the Circular and the form of proxy which accompanies this Notice and to complete, sign, date and deliver the form of proxy, together with the power of attorney or other authority, if any, under which it was signed (or a notarially certified copy thereof) to the Company’s transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department. To be effective, proxies must be received by Computershare Investor Services Inc. not later than 11:00 a.m. EDT on April 1, 2024 or 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment or postponement of the Meeting. Late proxies may be accepted or rejected by the chair of the Meeting in his or her discretion, and the chair is under no obligation to accept or reject any particular late proxy.
Non-registered Shareholders who received the proxy through an intermediary must deliver the proxy in accordance with the instructions given by such intermediary.
The voting rights attached to the Shares represented by a proxy in the enclosed form of proxy will be voted in accordance with the instructions indicated thereon. If no instructions are given, the voting rights attached to such Shares will be voted IN FAVOUR of the resolutions set out in the Circular.
The Circular provides additional information relating to proxies and the matters to be dealt with at the Meeting, and forms part of this Notice.
DATED at Toronto, Ontario this 7th day of March, 2024.
BY ORDER OF THE BOARD OF DIRECTORS,
“ Stavro Stathonikos ” (signed)