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.

Peyto Exploration and Development Corp. AGM Information 2020

Apr 7, 2020

46718_rns_2020-04-07_f299e290-626d-492a-813e-e0033fe0ff4a.pdf

AGM Information

Open in viewer

Opens in your device viewer

PEYTO EXPLORATION & DEVELOPMENT CORP.

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

You are receiving this notification as Peyto Exploration & Development Corp. (" Peyto ") has decided to use the notice and access model for delivery of meeting materials to its beneficial holders (" Beneficial Shareholders ") of common shares (" Common Shares ") of Peyto for the annual and special meeting (the " Meeting ") of holders of Common Shares which will be held on Thursday, May 7, 2020 at 3:00 p.m. (Calgary time).

NOTICE-AND-ACCESS

Beneficial Shareholders will receive a proxy or voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of the notice of meeting and information circular-proxy statement (" Information Circular ") and Peyto's financial statements and related management's discussion and analysis for most recently completed financial year end (" Financial Information "), Beneficial Shareholders receive this notice with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and also will reduce the cost of printing and mailing materials to shareholders.

Peyto has also elected to use procedures known as "stratification" in relation to Peyto's use of the "notice-and-access" provisions (the " Notice-and-Access Provisions ") under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer . Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of an information circular and, if applicable, a paper copy of Financial Information, to some shareholders together with a notice of a meeting of its shareholders. In relation to the Meeting, registered holders of Common Shares will receive a paper copy of the notice of the meeting, the Information Circular and a form of proxy, whereas all Beneficial Shareholders will receive this notice containing information prescribed by the Notice-and-Access Provisions and the accompanying voting instruction form. Peyto intends to pay for intermediaries to deliver proxy-related materials to objecting Beneficial Shareholders. Furthermore, a paper copy of the Financial Information in respect of Peyto's most recently completed financial year was previously mailed to those registered shareholders and Beneficial Shareholders who previously requested to receive such information.

MEETING DATE AND LOCATION:

WHEN: Thursday, May 7, 2020 at 3:00 p.m. (Calgary time) WHERE: Suite 300 600 – 3rd Avenue S.W. Calgary, Alberta T2G 0G5

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:

Financial Statements: Although no vote is required, shareholders will receive and consider Peyto's consolidated financial statements for the year ended December 31, 2019, together with the report of the auditors thereon.

Fixing Number of Directors: Shareholders will be asked to fix the number of directors to be elected at the Meeting to seven (7) members. Information respecting fixing the number of directors may be found in the " Matters to be Acted Upon at the Meeting – Election of Directors " section of the Information Circular.

Election of Directors: Shareholders will be asked to elect seven (7) directors for the ensuing year. Information respecting the election of directors may be found in the " Matters to be Acted Upon at the Meeting – Election of Directors " section of the Information Circular.

Appointment of Auditors: Shareholders will be asked to appoint Deloitte LLP, Chartered Professional Accountants, as Peyto's auditors for the ensuing year, and authorize Peyto's directors to fix their remuneration. Information respecting the appointment of Deloitte LLP may be found in the " Matters to be Acted Upon at the Meeting – Appointment of Auditors " section of the Information Circular.

Advisory Vote on Executive Compensation: Shareholders will be asked to approve a non-binding advisory resolution to accept the Corporation's approach to executive compensation. Information respecting the advisory vote on executive compensation may be found in the " Matters to be Acted Upon at the Meeting – Advisory Vote on Executive Compensation " section of the Information Circular.

Approval of Directors' Deferred Share Unit Plan: Shareholders will be asked to consider and, if thought appropriate, to pass, with or without variation, an ordinary resolution, ratifying and approving the directors' deferred share unit plan of Peyto. Information respecting the approval of the directors' deferred share unit plan may be found in the " Matters to be Acted Upon at the Meeting – Approval of the DSU Plan " section of the Information Circular.

Other Business: Shareholders may be asked to consider other items of business that may be properly brought before the Meeting. Information respecting the use of discretionary authority to vote on any such other business may be found in the " Other Matters" section of the Information Circular.

SHAREHOLDERS ARE REMINDED TO VIEW THE MEETING MATERIALS PRIOR TO VOTING.

WEBSITES WHERE MEETING MATERIALS ARE POSTED

Material can be viewed online at www.sedar.com or at the following internet address:

http://www.peyto.com/Files/MIC/2020/2020Circular.pdf

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Beneficial Shareholders may request that a paper copy of the Information Circular and/or Financial Information be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Information Circular was filed on SEDAR by:

  • Visiting the following internet address: http://www.peyto.com

  • Calling Peyto at 1-844-847-9706 (toll free in North America) or (403) 261-6081 (outside of North America); or

  • Sending an email to [email protected]

Requests should be received at least five (5) business days in advance of the proxy deposit date and time set out in the accompanying proxy or voting instruction form in order to receive the meeting materials in advance of such date and the date of the Meeting.

In relation to the Meeting, Registered Shareholders will receive a paper copy of the Information Circular and a form of proxy whereas Beneficial Shareholders will only receive this Notice-and-Access Notification and a voting instruction form. Furthermore, a paper copy of the Financial Information will be mailed to Registered Shareholders but not to Beneficial Shareholders.

Shareholders with questions about Notice and Access may contact Computershare Trust Company of Canada, in its capacity as registrar and transfer agent for Peyto, at 1-800-564-6253 (toll free in Canada and United States) or (514)-982-7555 (international direct dial).

VOTING

Beneficial Shareholders are asked to return their proxies using one of the following methods at least one (1) business day in advance of the proxy deposit date set out in the accompanying proxy or voting instruction form:

INTERNET: www.proxyvote.com TELEPHONE: 1-800-474-7493 (ENGLISH) OR 1-800-474-7501 (FRENCH) FACSIMILE: 905-507-7793 MAIL: DATA PROCESSING CENTRE PO BOX 2800 STN LCD MALTON MISSISSAUGA, ON L5T 2T7

Shareholders with questions about notice and access can call toll free at 1-800-564-6253.

Peyto currently intends to hold the Meeting in person. However, in light of the current and rapidly evolving COVID-19 pandemic, Peyto asks that, in considering whether to attend the Meeting in person, shareholders consider the advice and instructions of the Public Health Agency of Canada (PHAC) (www.canada.ca/en/public-health.html) and Alberta Health Services (www.albertahealthservices.ca). Access to the Meeting will, subject to Peyto's by-laws, be either entirely restricted or limited to essential personnel and registered shareholders and duly appointed proxyholders entitled to attend and vote at the Meeting. Depending upon the status of the pandemic at the time, Peyto encourages registered shareholders and duly appointed proxyholders not to attend the Meeting in person, particularly if they are experiencing any of the described COVID-19 symptoms. As always, Peyto encourages shareholders to vote their Common Shares prior to the Meeting following the instructions set out in the form of proxy or voting instruction form received by such shareholders.

Peyto may take additional precautionary measures in relation to the Meeting in response to further developments with the COVID-19 pandemic. In the event it is not possible or advisable to hold the Meeting in person, Peyto will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means, telephone or other communication facilities. Please monitor our website at www.peyto.com for updated information.