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Northland Power Inc. Proxy Solicitation & Information Statement 2021

Apr 19, 2021

46708_rns_2021-04-19_1765a783-b794-4d22-9f61-6bb2857c5333.pdf

Proxy Solicitation & Information Statement

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NORTHLAND POWER NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, MAY 19, 2021

NOTICE OF ANNUAL AND SPECIAL MEETING

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “ Meeting ”) of shareholders of Northland Power Inc. (the “ Corporation ”) will be held in a virtual-only meeting format , on May 19, 2021 at 11:00 a.m. (Eastern Time), for the following purposes:

  • (a) to receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2020, together with the report of the auditors thereon;

  • (b) to re-appoint the auditors of the Corporation and authorize the directors to fix their remuneration;

  • (c) to elect the directors of the Corporation (the “ Directors ”);

  • (d) to consider an advisory resolution on the Corporation’s approach to executive compensation;

  • (e) to approve the amendment of the Corporation’s articles to amend the permitted size of the Board and removal of Class A Shares and the Convertible Class B and Class C Shares from the authorized capital; and

  • (f) to transact such other business as may properly come before the Meeting or any adjournment thereof.

Shareholders can attend, vote, and submit questions during the Meeting by visiting www.virtualshareholdermeeting.com/NPI2021. Shareholders will need to have the 16-digit control number included on the form of proxy or voting instruction form (if a printed copy of the proxy materials was received) to join the Meeting.

Prior to the Meeting, shareholders are entitled to vote by proxy by voting online at www.proxyvote.com or completing and signing the enclosed form of proxy or voting instruction form and returning it by mailing or delivering it to Broadridge Investor Communications Solutions, Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, ON, L3R 9Z9. Proxies to be used at the Meeting must be received by Broadridge Investor Communications Solutions by no later than 11:00 a.m. ET on Monday, May 17, 2021.

A copy of the Management Information Circular and a form of proxy or voting instruction form for use in connection with the Meeting accompany this notice.

DATED at Toronto, Ontario this 14[th] day of April 2021.

BY ORDER OF THE BOARD

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Mike Crawley President and Chief Executive Officer Northland Power Inc.

NORTHLAND POWER INC. | 2021 MANAGEMENT INFORMATION CIRCULAR | 4