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TERAGO Inc. — Proxy Solicitation & Information Statement 2025
May 6, 2025
46043_rns_2025-05-06_efd8e12f-2ed4-4cb1-8373-d84b33205116.pdf
Proxy Solicitation & Information Statement
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TERAGO CONNECTIVITY POWERING CHANGE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Tuesday, June 3, 2025
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Meeting”) of TERAGO Inc. (the “Company”) will be held at the offices of Borden Ladner Gervais LLP, 22 Adelaide Street West, Bay Adelaide Centre, East Tower, 34th Floor, Toronto, Ontario, Canada, M5H 4E3 on June 3, 2025 at 1:00 p.m. (Eastern Daylight time) for the following purposes:
- to receive the consolidated audited financial statements of the Company for the financial year ended December 31, 2024, and the auditors’ report thereon (the “2024 Annual Financial Statements”);
- to fix the number of directors of the Company at six (6);
- to elect the directors of the Company;
- to re-appoint the auditors and to authorize the directors to fix their remuneration; and
- transact such other business as may properly be brought before the Meeting or any adjournment thereof.
Accompanying this Notice of Annual Meeting of Shareholders is: (i) the Management Information Circular, which provides additional information relating to the matters to be dealt with at the Meeting; (ii) a form of proxy; and (iii) 2024 Annual Financial Statements.
The Board of Directors of the Company has fixed April 29, 2025 as the record date for the Meeting. Any shareholder of record at the close of business on April 29, 2025 is entitled to notice of the Meeting and to vote the Common Shares registered in his or her name at that date on each matter to be acted upon at the Meeting.
Registered shareholders who are unable to attend the Meeting are requested to complete, date and sign the enclosed form of proxy and deliver or send it, in the envelope provided, to the attention of the Proxy Department of Odyssey Trust Company, the Company’s transfer agent, at Trader’s Bank Building, Suite 702, 67 Yonge Street, Toronto, ON M5E 1J8. Alternatively, you may vote by internet at https://login.odysseytrust.com/pxlogin and following the instructions on the website.
To be effective, a proxy must be received not later than May 30, 2025 by 1:00 p.m. (Eastern Daylight time), or in the case of any adjournment or postponement of the Meeting, not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the adjournment or postponement, thereof. Late proxies may be accepted or rejected by the Chair of the Meeting in his or her discretion, and the Chair is under no obligation to accept or reject any particular late proxy.
Non-registered shareholders who receive these materials through their broker or other intermediary should complete and send the enclosed voting instruction form or form of proxy in accordance with the instructions contained therein or provided by their broker or intermediary.
By Order of the Board of Directors of TERAGO Inc.
Shaunik Katyal (signed)
General Counsel
May 2, 2025