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Star Navigation Systems Group Ltd. AGM Information 2021

Jun 11, 2021

44430_rns_2021-06-11_a1311ddc-b0b0-46a5-9e75-3d7c3be546d1.pdf

AGM Information

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STAR NAVIGATION SYSTEMS GROUP LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual and special meeting (the “ Meeting ”) of the holders of common shares (the “ Shareholders ”) of Star Navigation Systems Group Ltd. (“ SNS ” or the “ Corporation ”) will be held virtually: https://zoom.us/j/96814343024?pwd=UmFZTmNTTEJ5VmM1c3B5UFZBeEpRQT09 at 10:00 a.m. (Toronto time) on July 7, 2021 for the following purposes:

  1. to receive the financial statements of the Corporation for the financial year ended June 30, 2019 and June 30, 2020 and the auditor’s report thereon;

  2. to elect the following as directors of the Corporation: Gurdip Panaich, Anoop Brar, Dr. Darren Milne, Pawandeep Athwal, Amir Bhatti and Karl Reichert;

  3. to ratify and confirm all acts taken by the directors on behalf of the Corporation since December 11, 2019;

  4. to appoint Richter, LLP as the auditors of the Corporation for the ensuing year and to authorize the board of directors of the Corporation to fix the auditors’ remuneration;

  5. to increase the number of Options available for grant from 35,000,000 to 50,000,000; and

  6. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The accompanying proxy circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice. Also accompanying this notice is a form of Proxy. 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 May 21, 2021, will be entitled to receive notice of and vote at the Meeting. If you are unable to attend the Meeting in person, please complete, sign and date the enclosed Proxy and return the same in the manner, within the time and to the location set out in the Proxy accompanying this notice.

NOTICE-AND-ACCESS

Notice is also hereby given that the Corporation has decided to use the notice-and-access method of delivery of meeting materials for the Meeting. The notice-and-access method of delivery of meeting materials allows the Company to deliver the meeting materials over the internet in accordance with the notice-and-access rules adopted by the Ontario Securities Commission under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the notice-and-access system, shareholders still receive a proxy or voting instruction form (as applicable) enabling them to vote at the Meeting. However, instead of a paper copy of the Management Information Circular, the annual financial statements and other meeting materials (collectively the “Meeting Materials”), shareholders receive a notification (the “Notice-and-Access Notification”) 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 will also reduce the cost of printing and mailing materials to shareholders. Shareholders are reminded to view the Meeting Materials prior to voting.

The specific details of the matters proposed to be brought before the Meeting, including the text of the resolutions in respect thereof, are set forth in the Meeting Materials. A supplemental mailing list return request and proxy form with a return envelope also accompany this notice.

Websites Where Meeting Materials Are Posted:

Meeting Materials can be viewed online under the Corporation’s profile at www.sedar.com or on the Corporation’s website at www.star-navigation.com.

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How to Obtain Paper Copies of the Meeting Materials

Registered holders or non-registered holders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Corporation’s website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning Notice-and-Access, please contact the Corporation at 416 252-2889 Ext. 230 or via email at [email protected].

Requests should be received by 10:00 a.m. on June 25, 2021, in order to receive the Meeting Materials in advance of the Meeting.

DATED : June 7, 2021

BY ORDER OF THE BOARD OF DIRECTORS

“Gurdip Panaich” Chairman of the Board

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