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Trisura Group Ltd. Proxy Solicitation & Information Statement 2025

May 21, 2025

47403_rns_2025-05-21_73e88528-dbcc-4580-a4b2-aeab3a6de1e9.pdf

Proxy Solicitation & Information Statement

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TRISURA GROUP LTD.
333 Bay Street, Suite 1610, Box 22
Toronto, ON M5H 2R2

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND AVAILABILITY OF CIRCULAR

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “Meeting”) of shareholders (“Shareholders”) of Trisura Group Ltd. (the “Company”) will be held on Friday, June 27, 2025 at 10:00 a.m. (Toronto time) by virtual meeting format via live audio webcast online at https://meetings.lumiconnect.com/400-223-282-502, using password: ‘trisura2025’ (case sensitive), for the following purposes:

(1) to receive the consolidated financial statements of the Company for the year ended December 31, 2024, including the external auditor’s report thereon;

(2) to elect directors who will serve until the next annual meeting of Shareholders;

(3) to appoint the external auditor who will serve until the next annual meeting of Shareholders and authorize the directors to set its remuneration;

(4) to consider and, if deemed appropriate, pass an ordinary resolution, the full text of which is reproduced as Appendix B to the Company’s management information circular dated May 12, 2025 (the “Circular”), to confirm the Shareholder Rights Plan of the Company, all as more particularly described in the Circular;

(5) to consider, and if deemed appropriate, pass an ordinary resolution, the full text of which is reproduced as Appendix C to the Circular, to approve the Equity Incentive Plan of the Company, all as more particularly described in the Circular;

(6) to consider, and if deemed appropriate, pass an ordinary resolution, the full text of which is reproduced as Appendix D to the Circular, to approve the Escrowed Stock Plan, all as more particularly described in the Circular; and

(7) to transact such other business as may properly come before the Meeting or any adjournment(s) thereof.

This year’s meeting will be held in a virtual meeting format only. The Company is holding the Meeting in a virtual-only format as a cost-effective and sustainable means of engaging with Shareholders in a manner that affords equal opportunity to all Shareholders to take part in the meeting. Shareholders will be able to listen to, participate in and vote at the meeting in real time through a web-based platform instead of attending the meeting in person.

You have the right to vote at the Meeting if you were a Shareholder at the close of business on May 8, 2025. Before casting your vote, you are encouraged to review the Meeting’s business in the section “Business of the Meeting” of the Circular. The Circular will be made publicly available on or before May 21, 2025.

The Company is using “Notice and Access” in connection with the delivery of the materials in respect of the Meeting. An electronic copy of the Circular may be accessed at www.trisura.com/investors under the “Disclosure Reports” tab and at www.sedarplus.ca. If you would like more information about Notice and Access, please contact the Company’s transfer agent, TSX Trust Company (“TSX Trust”), toll-free at 1-888-433-6443 (or 416-682-3801 if you are outside Canada or the United States) or [email protected].

Under Notice and Access, if you would like a paper copy of the Circular, please contact TSX Trust toll-free at 1-888-433-6443 (or 416-682-3801 if you are outside Canada or the United States) or [email protected]. The Circular will be mailed to you free of charge within three business days of your request, provided the request is made before the date of the Meeting or any adjournment(s) thereof. In order to receive the Circular in advance of the deadline to


submit your vote, it is recommended that you contact TSX Trust before 6:30 p.m. (Toronto time) on June 11, 2025. All Shareholders who have signed up for electronic delivery of the Circular will receive it by email.

Shareholders who are unable to attend the Meeting are requested to complete, date, sign and return the enclosed form of proxy by 5:00 p.m. (Toronto time) on Wednesday, June 25, 2025, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time to which the Meeting has been rescheduled, if it has been rescheduled or adjourned. You can cast your proxy vote in the following ways:

  • On the Internet at www.meeting-vote.com;
  • Fax your signed proxy to TSX Trust at 416-595-9593;
  • Mail your signed proxy using the business reply envelope accompanying your proxy; or
  • Scan and send your signed proxy to [email protected].

If you are a non-registered holder of common shares of the Company and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the form of proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

DATED at Toronto, Ontario as of the 12th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF TRISURA GROUP LTD.

"George Myhal"

George Myhal
Chair