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NUVISTA ENERGY LTD. Proxy Solicitation & Information Statement 2021

Apr 6, 2021

45311_rns_2021-04-06_56b4fdc2-be9a-4f6c-ac8e-aa5be1983885.pdf

Proxy Solicitation & Information Statement

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NOTICE OF ANNUAL MEETING

NOTICE is hereby given that the annual meeting of the shareholders of NuVista Energy Ltd. will be held on Tuesday, May 11, 2021 at 3:00 p.m. (Calgary time) in a virtual-only format that will be conducted via live webcast accessible at https://web.lumiagm.com/267789882 to:

  1. receive and consider our financial statements for the year ended December 31, 2020, together with the report of the auditors;

  2. fix the number of directors to be elected at the meeting at nine (9) members;

  3. elect nine (9) directors of NuVista Energy Ltd.;

  4. appoint the auditors and authorize our directors to fix their remuneration as such;

  5. consider a non-binding advisory resolution on our approach to executive compensation; and

  6. transact such other business as may properly be brought before the meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the meeting are set forth in the information circular – proxy statement accompanying this notice.

Due to the unprecedented public health impact of COVID-19, and in alignment with the recommendations of Canadian public health officials to cancel large public gatherings, the meeting will be held in a virtualonly format conducted via live webcast in order to help mitigate health and safety risks to the community, shareholders, employees and other stakeholders. Our directors and management believe this format will provide shareholders a safer opportunity to attend the meeting given ongoing restrictions on travel and public gatherings as well as health concerns. While shareholders and duly appointed proxyholders will not be able to attend the meeting in person, regardless of geographic location and ownership, they will have an equal opportunity to participate at the meeting and vote on the matters to be considered.

Registered shareholders may attend the meeting in person (virtually) or may be represented by proxy. Shareholders who are unable to attend the meeting or any adjournments or postponements thereof in person (virtually) are requested to date, sign and return the accompanying form of proxy for use at the meeting or any adjournment or postponement thereof. To be effective, the enclosed form of proxy must be dated, signed and deposited with our registrar and transfer agent, Computershare Trust Company of Canada: (i) by mail using the enclosed return envelope or one addressed to Computershare Trust Company of Canada, 8th Floor North Tower, 100 University Avenue, Toronto, Ontario, M5J 2Y1; (ii) by facsimile 1-866249-7775; (iii) through the internet at www.investorvote.com or (iv) by phone at 1-866-732-8683. You will need to enter the control number printed on the form of proxy, and follow the interactive voice recording instructions to submit your vote no later than 3:00 p.m. (Calgary time) on May 7, 2021 or, if the meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in Alberta) before the beginning of any adjourned or postponed meeting. To vote through the internet or by phone you will require your control number found on your proxy form.

2021 Information Circular – Proxy Statement

Only shareholders of record at the close of business on March 30, 2021, will be entitled to vote at the meeting, unless that shareholder has transferred any shares subsequent to that date and the transferee shareholder, not later than 10 days before the meeting, establishes ownership of the shares and demands that the transferee's name be included on the list of shareholders entitled to vote at the meeting.

DATED at Calgary, Alberta this 26[th] day of March, 2021.

By order of the Board of Directors of NuVista Energy Ltd.

(signed) " Ross Andreachuk " Vice President, Finance, Chief Financial Officer and Corporate Secretary

2021 Information Circular – Proxy Statement