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Vecima Networks Inc. Proxy Solicitation & Information Statement 2025

Nov 17, 2025

45705_rns_2025-11-17_98b82a47-5733-4c6e-88c4-e221f1f292aa.pdf

Proxy Solicitation & Information Statement

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VECIMA NETWORKS INC.
(the "Corporation")

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting of shareholders of the Corporation shall be held virtually on Tuesday, December 16, 2025, at 10:00 A.M. (PST) (the "Meeting") for the following purposes:

  1. to receive the consolidated financial statements of the Corporation for the fiscal year ended June 30, 2025, together with the report of the auditors thereon;
  2. to appoint Ernst & Young LLP as auditors for the next fiscal year and to authorize the directors to fix their remuneration;
  3. to elect directors;
  4. to consider and, if deemed advisable, approve continuation of the Corporation's stock option plan and approve all unallocated options thereunder until December 16, 2028;
  5. to consider and, if deemed advisable, approve continuation of the Corporation's performance share unit plan and approve all unallocated performance share units thereunder until December 16, 2028; and
  6. to transact such further and other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Accompanying this Notice is a Management Information Circular dated as of November 17, 2025 (the "Information Circular"). The details of all matters proposed to be put before shareholders at the Meeting are set forth in the Information Circular. Shareholders will be asked to approve each of the foregoing items at the Meeting.

Registered shareholders and duly appointed proxyholders can attend the Meeting via the dial-in numbers or weblink provided below. Shareholders participating virtually will be able to participate, vote, and submit questions during the Meeting's live webcast. Non-registered (beneficial) shareholders who have not appointed themselves as proxyholders to participate and vote at the Meeting may login as a guest but will not be able to vote or submit questions. The Board of Directors of the Corporation have fixed November 7, 2025 as the record date for the determination of shareholders entitled to receive this Notice and vote at the Meeting.

Registered shareholders who are unable to attend the Meeting and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date, and sign the enclosed form of proxy or another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular. Notice is given that completed, dated and signed forms of proxy must be received by Computershare Investor Services Inc., 100 University Ave, 8th Floor Toronto, Ontario M5J 2Y1, Canada by 10:00 a.m. (PST) on Friday, December 12, 2025, or not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) preceding the Meeting or any adjournment of the Meeting.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are not a registered shareholder. Please complete and return the materials in accordance with the instructions provided to you by your broker or by the other intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting.

REGISTERED SHAREHOLDERS AND DULY APPOINTED PROXYHOLDERS MAY CONNECT TO THE LIVE WEBCAST BY ACCESSIONING THE MEETING ONLINE AT meetnow.global/M7LF2L2 WHERE THEY CAN PARTICIPATE AND VOTE DURING THE LIVE AUDIOCAST.

DATED at Victoria, British Columbia, this 17th day of November, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Dr. Surinder Kumar"
Dr. Surinder Kumar, Chairman and Director