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Swiss Water Decaffeinated Coffee Inc. Proxy Solicitation & Information Statement 2025

Apr 23, 2025

46736_rns_2025-04-22_f2791705-c912-4fa6-9570-d1a85014031b.pdf

Proxy Solicitation & Information Statement

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of Shareholders of Swiss Water Decaffeinated Coffee Inc. (the "Company") will be held as follows. Shareholders should read carefully this Notice of Meeting, the accompanying Information Circular, and the Form of Proxy ("Meeting Materials").

Date and Location

The Company is holding the Meeting as a live telephone conference meeting. Shareholders will not be able to attend the Meeting in person. The Board of Directors highly recommends that Shareholders vote early, prior to the Meeting, using the Form of Proxy. The Meeting is held on:

Thursday, May 22, 2025, at 2:00 pm PDT (5:00 pm Eastern)

Using a telephone, dial in 5 to 10 minutes prior to the start time and ask to join the Swiss Water call:

Canada/USA (toll-free) 1-844-763-8274
International (toll) 1-647-484-8814

Guests, Shareholders, Proxyholders, and Beneficial holders who have not preregistered will be able to listen only and will not be able to participate during the Meeting. Only Shareholders, who were shareholders as of, 2:00 pm PDT (5:00 pm Eastern) on April 14, 2025 ("Record Date"), and duly appointed Proxyholders, regardless of geographic location and equity ownership have an opportunity to participate in the Meeting. To participate, they must pre-register 48 hours before the Meeting by clicking: Pre-registration or navigating to https://dpregister.com/sreg/10198066/fec687cd08.

Beneficial holders (shareholders who hold their shares through a broker, bank, trust company, or other intermediary) will receive either a Form of Proxy or their intermediary's voting instructions/forms. For Beneficial holders to participate in the Meeting, two actions are required. First, Beneficial holders MUST appoint themselves as a duly appointed Proxyholder by carefully filling in, signing, and returning the Form of Proxy or voting instructions per directions provided on these documents at least one day before May 20, 2025, at 2:00 pm PDT (5:00 pm Eastern). Secondly, complete the Pre-registration as per above instructions. Further details are provided in the Information Circular. Beneficial holders who have not appointed themselves as duly appointed Proxyholders will not be able to participate in the Meeting but will be able to attend and listen only.

Business of the Meeting

The purpose of the meeting is to consider and take action on the following business matters:

  1. To review the financial statements of the Company for the year ended December 31, 2024, including the Independent Auditor's Report;
  2. To elect Directors;
  3. To appoint MNP LLP as Auditors of the Company for the ensuing year and authorize the Directors to fix their remuneration;
  4. To transact such other business as may properly come before the Meeting.

The Board recommends that Shareholders vote FOR the election of the proposed Directors and FOR the re-appointment of the proposed external auditor.

1 | Page of Notice of Meeting


2 | Page of Notice of Meeting

Vote in Advance

Registered Shareholders, who were shareholders as of the Record Date, or duly appointed Proxyholders, can vote in advance prior to May 20, 2025, 2:00 pm PDT (5:00 pm Eastern) ("Deadline"). They will need their unique 15-digit control number that is listed on their Form of Proxy.

  • To Vote via phone (toll-free) 1-866-732-8683 (1-866-732 VOTE)
  • To Vote online Link to vote in advance http://www.investorvote.com/
  • To Vote via mail, send your completed Form of Proxy to the Company's Transfer Agent: Computershare Investor Services Inc., c/o Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Canada.

Beneficial Shareholders can complete the enclosed voting instruction form provided by their intermediary and return it per the instructions contained in the voting instruction form. Voting instruction forms generally should be submitted one day before the Deadline.

Questions?

Accompanying this Notice of Meeting is our Information Circular, with further details. Shareholders wishing to submit questions in connection with the Meeting may do so in advance of the Meeting, by emailing [email protected].

By order of the Board of Directors, on April 2, 2025

(Signed) "Frank A. Dennis"

Frank A. Dennis
President & Chief Executive Officer
Swiss Water Decaffeinated Coffee Inc.
Dated, at Delta, British Columbia