Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Northland Power Inc. Proxy Solicitation & Information Statement 2023

Apr 12, 2023

46708_rns_2023-04-12_f9c0a3ca-31e9-402c-b93a-05d488d3b333.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [143 x 60] intentionally omitted <==

NOTICE OF ANNUAL MEETING

To Our Shareholders:

You are invited to the annual meeting (the “ Meeting ”) of shareholders of Northland Power Inc. (the “ Corporation ”).

When: Thursday, May 18, 2023 at 11:00 a.m. (Eastern Time)

Where: Meeting via live audio webcast online at www.virtualshareholdermeeting.com/NPI2023. Registered and beneficial shareholders entitled to vote at the Meeting may vote by proxy in advance of the Meeting. However, only registered shareholders and duly appointed proxyholders (including beneficial shareholders who have duly appointed themselves as proxyholder) will be entitled to vote at the Meeting during the live audio webcast. Beneficial shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions but will not be able to vote. Guests will be able to attend the Meeting but will not be able to submit questions, vote their shares (if any) or otherwise participate in the Meeting.

Record Date: Close of business on April 6, 2023

BUSINESS OF THE MEETING

At the Meeting, shareholders of the Corporation will:

  • (a) receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2022, together with the report of the auditors thereon (the “Financial Statements”);

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

  • (c) elect the directors of the Corporation;

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

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

A copy of the form of proxy or voting information form for use in connection with the Meeting accompanies this notice.

Important Notice Regarding Proxy Materials and Notice-and-Access Procedures

This year, the Corporation has elected to use 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 (“ Notice-and-Access ”) for distribution of the Meeting materials and the Corporation’s 2022 Annual Report. Notice-and-Access allows the Corporation to post electronic versions of its proxy-related materials on the System for Electronic Document Analysis and Retrieval (“ SEDAR” ) and online at https://materials.proxyvote.com/666511 rather than mailing paper copies to registered and beneficial shareholders.

Under Notice-and-Access, instead of receiving printed copies of the Meeting materials, registered and beneficial shareholders receive a Notice-and-Access notification containing details of the Meeting date, location and purpose, as well as information on how they can access the Meeting materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and it will also reduce the Corporation’s printing and mailing costs. It also helps expedite our shareholders’ receipt of our Meeting materials. Shareholders are reminded to review the Meeting materials prior to voting.

Shareholders may request a paper copy of the Meeting materials by mail, free of charge, by calling Broadridge Investor Communications Corporation (“ Broadridge ”) toll free at 1-877-907-7643, either before or after the Meeting. Shareholders will be asked to enter the 16-digit control number indicated on the form of proxy or voting instruction form they received with this Notice of Meeting to request a paper copy of the Meeting materials.

Requests for paper copies should be made as soon as possible. A paper copy of the Meeting materials will be mailed to you within three business days of receiving your request, if the request is made at any time prior to the Meeting. It is estimated that the request for paper copies of the Meeting materials must be received by May 4, 2023 in order to allow sufficient time for processing and mailing prior to the deadline for submission of voting instructions.

==> picture [143 x 60] intentionally omitted <==

If you have any questions regarding this Notice of Meeting, the Notice-and-Access procedures or the Meeting, please contact Broadridge at 1-844-916-0609 for English and 1-844-973-0593 for French.

BY ORDER OF THE BOARD OF DIRECTORS

==> picture [83 x 28] intentionally omitted <==

Mike Crawley

Toronto, Ontario April 10, 2023

President and Chief Executive Officer

Northland Power Inc.

YOUR RIGHT TO VOTE

Registered and non-registered shareholders entitled to vote at the Meeting may vote by proxy in advance of the Meeting. However, only registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will be entitled to vote at the Meeting online. Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions but will not be able to vote. Guests will be able to attend the Meeting but will not be able to submit questions, vote their shares (if any) or otherwise participate in the Meeting.

Please note that shareholders and duly appointed proxyholders will need the 16-digit control number indicated on the form of proxy or voting instruction form accompanying this notice or the 8-character Appointee Identification Number, as applicable, in order to log into the Meeting as “Shareholder” or “Proxyholder / Appointee”. Otherwise, they will have to log on as “Guests”. Please refer to the accompanying Circular for additional details on how to appoint yourself as proxyholder and how to log into the Meeting.

YOUR VOTE IS IMPORTANT

Registered Shareholders and Beneficial Common Shareholders are entitled to vote at the Meeting must use one of the voting methods shown below:

Visit www.virtualshareholdermeeting.com/NPI2023. You will need to have your 16‐digit control number included on your proxy/voting instruction form. However, only registered shareholders and duly appointed proxyholders (including beneficial shareholders who have duly appointed themselves as proxyholder) will be entitled to vote at the Meeting during the live audio webcast.

You may enter your voting instructions by telephone at 1-800-474-7493 (English) or 1-800-474-7501 (French). You will need your 16-digit control number located on the form of proxy/voting instruction form.

You can vote your shares online at www.proxyvote.com. You will need your 16-digit control number located on the form of proxy/voting instruction form.

Complete, sign, date and return your form of proxy or voting instruction form in the postage-paid envelope provided to Broadridge Investor Communications Corporation, Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, ON, L3R 9Z9.

Further details on the electronic and telephone voting processes are provided in the enclosed proxy form. All proxies, to be valid, must be received by Broadridge Investor Communications Solutions no later than 11:00 a.m. (Eastern Time) on May 16, 2023 (or at least 48 hours, excluding Saturdays, Sundays and holidays, before any adjournment or postponement of the Meeting) in order for the proxy to be voted. Votes cast electronically or by telephone must be submitted no later than 11:00 a.m. (Eastern Time) on May 16, 2023 (or at least 48 hours, excluding Saturdays, Sundays and holidays, before any adjournment or postponement of the Meeting).