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Opsens Inc. AGM Information 2021

Dec 16, 2021

45794_rns_2021-12-16_1b41daf8-ab9b-413b-990b-a3dc3b7a6fea.pdf

AGM Information

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OPSENS INC.

NOTICE OF THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

To the shareholders of OpSens Inc.:

Notice is hereby given that the annual general and special meeting (the “ Meeting ”) of holders (the “ Shareholders ”) of common shares (the “ Common Shares ”) of OpSens Inc. (the “ Corporation ”) will be held virtually via live webcast available at https://bit.ly/3BcCTbi on Tuesday, January 18, 2022, at 10:00 a.m. (Eastern Standard Time (“ EST ”)) for the following purposes: 1. to receive the annual consolidated financial statements of the Corporation for the fiscal year ended August 31, 2021, and the independent auditor’s report thereon;

  1. to elect each of the directors for the ensuing year;

  2. to appoint Deloitte LLP as the auditor and authorize the directors to set its compensation;

  3. to consider and, if deemed advisable, to confirm and ratify by resolution (the text of which is reproduced in Schedule “I” in the accompanying management proxy circular (the “ Circular ”)), the adoption, without any amendment, of new by-laws of the Corporation (the full text of which is reproduced in Schedule “II” of the Circular), the whole as described in the Circular; and

  4. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

The Circular and proxy form or voting instruction form for the Meeting are attached to this notice.

Québec, Québec, December 8, 2021

By order of the Board of Directors,

(s) Robin Villeneuve

Robin Villeneuve, CPA, CA Chief Financial Officer and Corporate Secretary

In order to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders arising from the ongoing public health concerns related to the coronavirus pandemic (“ COVID-19 ”), and to comply with health and safety measures imposed by the federal and provincial governments, the Corporation is inviting Shareholders to attend the meeting via live webcast. Participants are asked to register in advance of the Meeting and in any event prior to 10:00 a.m. (EST) on January 18, 2022. Participants will first need to enter their name and email address at: https://bit.ly/3BcCTbi. Participants will then receive a confirmation email with the URL for the Meeting at the email address they registered. Shareholders will have an equal opportunity to participate at the Meeting through this method regardless of their geographic location. As always, the Corporation encourages Shareholders to vote their Common Shares prior to the Meeting.

Shareholders of the Corporation whose Common Shares are registered in the Corporation’s register in their name may exercise their right to vote by attending the Meeting or by completing a proxy form or voting instruction form. If you are unable to be present via live webcast at the Meeting, kindly complete, date and sign the enclosed proxy form or voting instruction form. To be used at the Meeting, the proxies must be received by mail by the transfer agent and registrar of the Corporation (TSX Trust Company, P.O. Box 721, Agincourt, Ontario, M1S 0A1) no later than 10:00 a.m. (EST) on January 14, 2022 or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the date and time to which the Meeting has been rescheduled if it has been adjourned or postponed. The Shareholders may also exercise their voting rights (i) by facsimile machine to 416-368-2502 or toll free for North America to 1-866-781-3111; (ii) by calling the toll-free number for Canada and the United States 1-888-489-7352; (iii) by scanning and sending it by email to [email protected] or (iv) by casting your vote online to the following website: www.astvotemyproxy.com .

If you are not a registered Shareholder but you are a beneficial owner, please follow the instructions contained in this Circular.

Notice and Access

The Corporation is utilizing the notice and access mechanism (the “ Notice and Access Provisions ”) under Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer and Regulation 51-102 respecting Continuous Disclosure Obligations , for distribution of proxy-related materials to registered and beneficial Shareholders. The Notice and Access Provisions are a set of rules that allow reporting issuers to post electronic versions of proxy-related materials (including management information circulars) via the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) and one other website, rather than mailing paper copies of such materials to Shareholders. Shareholders will still receive a notice of meeting and a form of proxy.

Shareholders with question about the Notice and Access Provisions can contact TSX Trust Company toll free at 1-888-433-6443 or by email at [email protected]. Shareholders may choose to receive a paper copy of the Circular by contacting TSX Trust Company toll free at 1-888433- 6443 or by email at [email protected]. Electronic copies of the notice of the annual general and special meeting, the Circular and proxy form may be found on the Corporation’s SEDAR profile at www.sedar.com and on the Corporation’s website at www.opsens.com as of December 17, 2021. The Corporation will not use the procedure known as “stratification” in relation to the use of Notice and Access Provisions. Stratification occurs when a reporting issuer using the Notice and Access Provisions provides a paper copy of the Circular to certain Shareholders with the notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice and Access Provisions, which will not include a paper copy of the Circular.

Please review the Circular carefully and in full prior to voting as the Circular has been prepared to help you make an informed decision on the matters to be acted upon. The Circular is available under the Corporation’s profile on SEDAR at www.sedar.com.

In order to ensure that a paper copy of the Circular can be delivered to a requesting Shareholder in time for such Shareholder to review the Circular and return a voting instruction form or proxy form prior to the deadline, it is strongly suggested that a Shareholder ensure their request is received no later than 5:00 p.m. (EST) on December 28, 2021.