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Tidewater Renewables Ltd. — Proxy Solicitation & Information Statement 2022
May 19, 2022
48171_rns_2022-05-19_2a07a0a1-4c87-457f-9227-4162010a0308.pdf
Proxy Solicitation & Information Statement
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Annual General and Special Meeting of Shareholders
NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS
MEETING DATE, TIME & LOCATION: Date: June 22, 2022 Time: 2:30 p.m. (Calgary time) Place: Livingston Place – West Tower, Suite 1000, 250 – 2nd Street S.W., Calgary, Alberta T2P 0C1
You are receiving this notification because Tidewater Renewables Ltd. (the “ Corporation ”) will be using the notice and access model (“ N&A ”) for the delivery of meeting materials to our shareholders in respect of our upcoming annual general and special meeting to be held on June 22, 2022 (the “ Meeting ”). Under N&A, shareholders still receive a proxy or voting instruction form (“ VIF ”) enabling them to vote at the Meeting by proxy. However, instead of a paper copy of the full Information Circular – Proxy Statement (“ Information Circular ”), shareholders receive this notification which provides guidelines on how to access the Information Circular electronically. Adopting N&A to deliver materials is more environmentally friendly as it reduces paper use and also lowers the Corporation’s costs for printing and mailing.
– Matters to be Voted on at the Meeting –
The resolutions to be voted on at the Meeting are listed below, along with the section name in the Information Circular where further detail regarding the matter is provided. Shareholders are reminded to review the Information Circular carefully before voting as it has been prepared to help you make an informed decision.
Fixing the Number of Directors: Fixing the number of directors at four members. Please refer to “ Fixing the Number of Directors ” in the Information Circular.
Election of Directors: The election of the directors for the coming year. Please refer to “ Election of Directors ” in the Information Circular.
Auditor: The appointment of Deloitte LLP as our auditor for the coming year and authorizing the Directors to fix their remuneration. Please refer to “ Appointment of Auditor ” in the Information Circular.
“ Say on Pay ” : The approval, on a non-binding advisory basis, of the Corporation’s approach to executive compensation. Please refer to “ Advisory Vote On Executive Compensation ” in the Information Circular.
SHAREHOLDERS ARE REMINDED TO REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING.
The Corporation has elected to use a procedure known as ‘stratification’ in relation to its use of N&A. Stratification is the process of including a paper copy of the Information Circular in the notice package that is sent to certain shareholders. In relation to the Meeting, the Corporation has determined that registered shareholders and those beneficial shareholders with existing instructions on their account to receive paper material will receive a paper copy of the Notice of Meeting, the Information Circular and a form of proxy or VIF (as applicable), whereas other beneficial shareholders will receive this N&A notification plus a VIF.
– How to Access the Meeting Materials –
How to View Online: You may access the Meeting materials (Information Circular and related materials) as follows:
Website: https://docs.tsxtrust.com/2303
or
SEDAR profile: www.sedar.com
How to Receive a Paper Copy: If you would like to receive a paper copy of the Meeting materials by mail, you may call toll free at 1-866-600-5869 or email at [email protected] (there is no charge to you for requesting a paper copy). In order to receive a paper copy of the Meeting materials in time to vote before the Meeting, your request should be received by June 13, 2022.
If you do request a paper copy of the Meeting materials, please note that another VIF will not be sent; please retain the enclosed VIF for voting purposes .
– How to Vote Your Shares –
Beneficial shareholders may vote or appoint a proxy using the accompanying VIF at least one business day in advance of the proxy deposit deadline noted on the VIF. You should carefully follow the instructions of your intermediary, including those regarding when and where the VIF is to be delivered.
– Request for Financial Statements –
In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.
Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.
I am currently a security holder of the Corporation and as such request the following:
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Annual Financial Statements with MD&A
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(Mark this box to receive Annual Financial Statements and related MD&A)
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Interim Financial Statements with MD&A
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(Mark this box to receive Interim Financial Statements and related MD&A)
If the cut-off time has passed, please fax or mail your request to: TSX Trust Company, 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1 or by fax at 416-595-9593.