EFH HOLDINGS INC.

EFH
Delayed Quote. Delayed  - 01/26 02:29:39 pm
1.43CAD --.--%

Echelon Financial : 2020 Management Proxy Circular

11/19/2020 | 10:49am

ECHELON FINANCIAL HOLDINGS INC.

Notice of Annual and Special General Meeting of Shareholders to be held on

Friday, December 11, 2020

November 3, 2020

in respect of the financial year ended December 31, 2019

ECHELON FINANCIAL HOLDINGS INC.

Notice of Annual and Special General Meeting of Shareholders December 11, 2020

Notice is hereby given that the annual and special general meeting of the holders of common shares of Echelon Financial Holdings Inc. (the "Corporation") will be held on December 11, 2020 at 11:00 a.m. EST for the following purposes:

  1. to receive the Corporation's audited consolidated financial statements for the financial year ended December 31, 2019, and the auditors' report thereon;
  2. to elect Directors;
  3. to re-appoint auditors and to authorize the Board of Directors to fix their remuneration;
  4. to approve the name change of Echelon Financial Holdings Inc. to EFH Holdings Inc.
  5. to transact such other business as may properly come before the meeting or any adjournment thereof.

Due to the unprecedented public health impact of COVID-19 outbreak, we will hold our Meeting this year in a virtual-only meeting format. Registered shareholders and duly appointed proxyholders can attend the meeting online at https://web.lumiagm.com/236549296where they can participate, vote, or submit questions during the meeting's live webcast. Detailed information on how to participate in the virtual meeting is included in the Management Information Circular. The specific details of the foregoing matters to be put before the meeting are set forth in the Management Information Circular accompanying this Notice of Meeting.

Shareholders are invited to attend the meeting. Registered shareholders who are unable to attend the meeting in person are requested to complete, date and sign the enclosed form of proxy and send it in the enclosed envelope or otherwise to the Secretary of the Corporation c/o Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 or to the Secretary of the Corporation at the Corporation's registered office, which is located at 200 - 2800 Skymark Avenue, Mississauga, Ontario L4W 5A6. Shareholders can also vote by calling toll free number 1-866-732-8683, online at www.investorvote.comor at the meeting. Non-registered shareholders who receive these materials through their broker or other intermediary should complete and send the voting instruction form in accordance with the instructions provided by their broker or intermediary. To be effective, a proxy must be received by Computershare Investor Services Inc. or the Secretary of the Corporation no later than 11 a.m. (Toronto time) on December 9, 2020, or in the case of any adjournment of the meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjournment.

DATED the 3rd day of November, 2020.

By Order of the Board of Directors

(signed) Teddy Chien

Secretary

Management Information Circular

2/31

TABLE OF CONTENTS

1 - VOTING INFORMATION FOR PROXIES...........................................................................................................................

4

2

- GENERAL INFORMATION .................................................................................................................................................

6

3

- MATTERS TO BE ACTED UPON AT MEETING ...............................................................................................................

6

4

- EXECUTIVE COMPENSATION .........................................................................................................................................

9

5

- EQUITY COMPENSATION PLAN INFORMATION..........................................................................................................

17

6

- INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS......................................................................

18

7

- STATEMENT OF CORPORATE GOVERANCE PRACTICES ........................................................................................

18

8

- ADDITIONAL INFORMATION ..........................................................................................................................................

22

SCHEDULE A .........................................................................................................................................................................

23

SCHEDULE B .........................................................................................................................................................................

30

Management Information Circular

3/31

1 - VOTING INFORMATION FOR PROXIES

Solicitation of Proxies

This Management Information Circular (the "Circular") is furnished in connection with the solicitation, by or on behalf of the management of Echelon Financial Holdings Inc. (the "Corporation"), of proxies to be used at the Corporation's annual and special general meeting of the holders of common shares (the "Common Shares") to be held on the 11th day of December, 2020 (the "Meeting"), or at any adjournment thereof, it is expected that the solicitation will be primarily by mail, but proxies may also be solicited by email or personally, by advertisement or by telephone by directors, officer or employees of the Corporation without special compensations, or by the Corporation's transfer agent, Computershare Investor Services Inc., at nominal cost. The cost of soliciting will be borne by theCorporation.

Appointment of Proxyholder

The person(s) designated by management of the Corporation in the enclosed form of proxy are directors or officers of the Corporation. Each shareholder has the right to appoint as proxyholder a person or company (who need not be a shareholder of the Corporation) other that the person(s) or company(ies) designated by management of the Corporation in the enclosed form of proxy to attend and act on the shareholder's behalf at the Meeting or at any adjournment thereof. Such right may be exercised by inserting the name of the person or company in the blank space provided on the enclosed form of proxy or by completing another form of proxy.

Shareholders are invited to attend the meeting. Registered shareholders who are unable to attend the meeting in person are requested to complete, date and sign the enclosed form of proxy and send it in the enclosed envelope or otherwise to the Secretary of the Corporation c/o Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 or to the Secretary of the Corporation at the Corporation's registered office, which is located at 200 - 2800 Skymark Avenue, Mississauga, Ontario L4W 5A6. Shareholders can also vote by calling toll free number 1-866-732-8683, online at www.investorvote.com or at the meeting. Non-registered shareholders who receive these materials through their broker or other intermediary should complete and send the voting instruction form in accordance with the instructions provided by their broker or intermediary. To be effective, a proxy must be received by Computershare Investor Services Inc. or the Secretary of the Corporation no later than 11 a.m. (Toronto time) on December 9, 2020, or in the case of any adjournment of the meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjournment.

Revocation of Proxy

A shareholder who has given a proxy may revoke it by depositing an instrument in writing signed by the shareholder or by the shareholder's attorney, who is authorized in writing, at the registered office of the Corporation at any time up to and including the last business day preceding the day of the Meeting, or in the case of any adjournment of the Meeting, the last business day preceding the day of the adjournment, or with the Chair of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment thereof. A shareholder may also revoke a proxy in any other manner permitted by law.

Voting of Proxies

On any ballot that may be called for, the Common Shares represented by a properly executed proxy given in favour of the person(s) designated by management of the Corporation in the enclosed form of proxy will be voted or withheld from voting in accordance with the instructions given on the ballot, and if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments to matters identified in the accompanying Notice of Meeting and with respect to other matters which may properly come before the Meeting or any adjournment thereof. As of the date of this Circular, management of the Corporation is not aware of any such amendment or other matter to come before the Meeting. However, if any amendments to matters identified in the accompanying Notice of Meeting or any other matters which are not now known to management should properly come before the Meeting or any adjournment thereof, the Common Shares represented by properly executed proxies given in favour of the person(s) designated by management of the Corporation in the enclosed form of proxy will be voted on such matters pursuant to such discretionary authority.

Voting at the Meeting

Shareholders and duly appointed proxyholders can attend the meeting online by going to https://web.lumiagm.com/236549296.

Management Information Circular

4/31

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Echelon Financial Holdings Inc. published this content on 19 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 November 2020 15:48:00 UTC

© Publicnow 2021
Copier lien
All news about ECHELON FINANCIAL HOLDINGS INC.
12/15
12/14
11/23
11/23
11/19