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Nubeva Technologies Ltd. — AGM Information 2022
Sep 16, 2022
47454_rns_2022-09-15_cf804e75-e07b-438c-b670-37c80734fddb.pdf
AGM Information
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Suite 401 – 750 West Pender Street Vancouver, BC, V6C 2T7
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NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON October 12, 2022
NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “ Meeting ”) of Nubeva Technologies Ltd. (the “ Company ”) will be held at DoubleTree by Hilton Campbell – Pruneyard Plaza, 1995 South Bascom Avenue, Campbell, CA 95008, USA on Wednesday, October 12, 2022 at 10:00 a.m . (Pacific Time) for the following purposes:
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to fix number of directors at four (4);
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to elect directors for the ensuing year;
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to appoint Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year, and to authorize the directors to fix the remuneration to be paid to the auditor;
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to approve the Company’s 2022 Share Option Plan and the Company’s 2022 Restricted Share Unit Plan, as more particularly described in the accompanying information circular; and
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to approve the issuance of 6,610,000 incentive stock options to insiders of the Company, such underlying common shares issuable from the options exceeding 10% of the issued and outstanding common shares of the Company.
The Meeting will also consider any permitted amendments to or variations of any matter identified in this Notice, and will transact such other business as may properly come before the Meeting or any adjournment thereof. The accompanying information circular (the “ Information Circular ”) provides additional information relating to the matters to be dealt with at the Meeting. Also accompanying this Notice are (i) a Form of Proxy or Voting Instruction Form, and (ii) a Financial Statements Request Form. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting.
Only shareholders of record at the close of business on September 6, 2022 , will be entitled to receive notice of and vote at the Meeting. Shareholders who are unable to attend the Meeting are requested to complete, sign, date and return the enclosed Form of Proxy indicating your voting instructions. A proxy will not be valid unless it is deposited at the office of Computershare Trust Company of Canada, Proxy Department, 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 not less than 48 hours (excluding Saturdays, Sundays and holidays in the Province of British Columbia) before the time fixed for the Meeting or any adjournments thereof. If you are not a registered shareholder, please refer to the accompanying Information Circular for information on how to vote your shares.
The Company intends to hold the Meeting in person. However, in view of the current and rapidly evolving COVID-19 outbreak, the Company asks that, in considering whether to attend the Meeting in person, shareholders follow the instructions of the California Department of Public Health (CDPH) (https://www.cdph.ca.gov/Programs/CID/DCDC/Pages/Immunization/ncov2019.aspx). In view of the COVID-19 pandemic, the Company encourages shareholders to consider voting their Shares via proxy rather than attending the Meeting in person, particularly if they are experiencing any of the described COVID-19 symptoms of fever, cough or difficulty breathing. Access to the Meeting will, subject to the Articles of the Company, be limited to essential personnel and registered shareholders and proxyholders entitled to attend and vote at the Meeting. Shareholders who wish to attend in person will be required to pre-register with the Company at least 48 hours in advance of the Meeting; however physical attendance is subject to capacity restrictions. Notice can be provided at [email protected]. The Company may take additional precautionary measures in relation to the Meeting in response to further developments with the COVID-19 outbreak. The Meeting will be held for the sole purpose of the Matters to be Acted Upon at the Meeting and no corporate update or investor presentation will be provided. In the event it is not possible or advisable to hold the Meeting in person or a decision is made to change the date, time or location of the Meeting, the Company will announce, by press release, alternative arrangements for the Meeting as promptly as practicable. The press release will be available on the Company’s
website (www.investors.nubeva.com) and under the Company’s profile on SEDAR (www.sedar.com). If you are planning to attend the Meeting, please check our press releases on the Company’s website (www.investors.nubeva.com) or SEDAR (www.sedar.com) before attending the Meeting. As always, the Company encourages shareholders to vote their Shares by proxy not later than (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time set for the Meeting or any adjournment(s) or postponement(s) thereof.
DATED at Vancouver, British Columbia, this 6[th] day of September, 2022 .
BY ORDER OF THE BOARD OF DIRECTORS:
“Randy Chou” RANDY CHOU Chief Executive Officer and President
Registered shareholders unable to attend the Meeting are requested to date, sign and return their form of proxy in the enclosed envelope or to vote by telephone or using the internet in accordance with the instructions on the proxy form. If you are a non-registered shareholder of the Company and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting.