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Special Meeting of Shareholders in Respect of Proposed Convertible Debenture Financing

  • Dates: 20 Sep, 2019


 For a copy of the management information circular for this special meeting, please click here.


NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of holders (the “Shareholders”) of common shares (the “Common Shares”) of Stuart Olson Inc. (the “Corporation”) will be held at the offices of Stuart Olson’s legal counsel, Norton Rose Fulbright Canada LLP, 3700, 400 – Third Avenue S.W., Calgary, Alberta, T2P 4H2, on Friday, September 20, 2019 at 10:00 a.m. (Mountain Time) for the following purposes:

1. to consider and, if deemed fit, approve a convertible debenture financing and the issuance of Common Shares issuable under the convertible debentures and consent to the Corporation’s board of directors waiving the application of the Corporation’s shareholder rights plan to such convertible debenture financing and issuance of Common Shares, all as described in the accompanying Management Information Circular; and

2. to transact such other business as may properly come before the Meeting or at any adjournment or postponement thereof.

Only holders of Common Shares of record at the close of business on August 20, 2019 (the “Record Date”) are entitled to vote such Common Shares at the Meeting on the basis of one vote for each Common Share held, except to the extent that (a) the holder has transferred the ownership of any of his, her or its Common Shares after the Record Date, and (b) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he, she or it owns the Common Shares, and demands not later than ten (10) days before the day of the Meeting that his, her or its name be included in the list of persons entitled to vote at the Meeting, in which case the transferee will be entitled to vote the applicable Common Shares at the Meeting.

The specific details of the matter to be put before the Meeting are set forth in the Management Information Circular linked above.

It is desirable that as many Common Shares as possible be represented at the Meeting. If you cannot attend the Meeting in person and would like your Common Shares represented, please complete the instrument of proxy provided with the notice of meeting and return it as soon as possible in the envelope provided for that purpose, or provide your proxy using the online voting instructions provided. To be valid, all votes must be cast by telephone or online or the proxies must be received by AST Trust Company (Canada), in each case no later than 10:00 a.m. (Mountain Time) on September 18, 2019, and if the Meeting is adjourned, at least forty-eight (48) hours (excluding weekends and holidays) before the time set for the Meeting to resume, either: (i) by mail at Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1; (ii) by facsimile at 1-416-368-2502 or toll free at 1-866-781-3111; (iii) by email at proxyvote@astfinancial.com; (iv) by telephone voting at 1-888-489-5760; or (v) online at www.astvotemyproxy.com and enter the 13 digit control number on your proxy. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.