Notice of Annual and Special Meeting of Shareholders to be held on Friday, September 7, 2018
The annual and special meeting (the “Meeting“) of the (the “Shareholders“) of Class A Common Shares (“Shares“) of Sage Properties Corp. (“Sage“)
will be held in the Lancaster Ballroom located at the Executive Royal
Hotel Edmonton Airport, 8450 Sparrow Dr, Leduc, AB, T9E 7G4 on Friday,
September 7, 2018 at 1:00 pm (Mountain Daylight Time) to:
- receive and consider Sage’s financial statements for the
fiscal period ended March 31, 2018, together with the report of the
auditors;
- elect six directors;
- appoint the auditors and authorize the directors to fix the auditors remuneration;
- (a) increase the maximum number of directors from six (6) to eight (8);
- (b) add a minimum number of directors of six (6);
- (c) permit the directors of Sage, between annual
general meetings, to appoint one or more additional directors of Sage
to serve until the next annual general meeting, with such number of
additional directors not to exceed 1/3 of the number of directors who
held office at the expiration of the last annual meeting of Sage, consider,
and if thought advisable, with or without variation, to approve a
special resolution to amend the articles of the Sage to the full text of which is set forth in Appendix A to the accompanying Information Circular;
- consider and, if thought advisable, with or without variation,
to approve a special resolution to lower the quorum requirement for
Shareholder meetings in the By-Laws of the Sage from 50% of the Shares
entitled to be voted at such meeting to 25% of the Shares entitled to be
voted at such meeting being present in person or by proxy, the full
text of which is set forth in Appendix B to the accompanying Information
Circular; and
- transact such other business as may properly be brought before the Meeting or any adjournment thereof.
The specific details of the matters proposed to be put before the Meeting are set forth in the management information circular (“Information Circular“) accompanying this notice.
Each Share entitled to be voted at the Meeting will entitle the
holder to one vote at the Meeting and each Shareholder shall be
permitted to vote their Shares, or any portion thereof, in favour of
each of the resolutions that are considered at the Meeting.
The record date (the “Record Date“)
for the determination of Shareholders entitled to receive notice of and
to vote at the Meeting is August 14, 2018. Only Shareholders whose names
have been entered in the register of Shareholders on the close of
business on that date will be entitled to receive notice of and to vote
at the Meeting, provided that, to the extent a holder of Shares
transfers the ownership of any Shares after the Record Date and the
transferee of such Shares establishes ownership of such Shares and
demands, not later than ten (10) days before the Meeting, to be included
in the list of Shareholders eligible to vote at the Meeting, such
transferee will be entitled to vote such Shares at the Meeting.
A Shareholder may attend the Meeting in person or may be
represented by proxy. Shareholders who are unable to attend the Meeting
or any adjournment or postponement thereof in person are requested to
date, sign and return the accompanying form of proxy for use at the
Meeting or any adjournment thereof. To be effective, the enclosed proxy
must be received by Alliance Trust Company, 1010, 407 – 2nd Street
SW, Calgary, Alberta, T2P 2Y3. Alternatively, you may vote by internet
using the 12 digit control number located at the bottom of your proxy at
www.alliancetrust.ca/shareholders or by facsimile to 403-237-6181 at
least 48 hours (excluding Saturdays, Sundays and holidays) prior to the
time set for the Meeting or any adjournment thereof. A person appointed
as a proxyholder need not be a Shareholder. Shareholders who are
planning on returning the accompanying form of proxy are encouraged to
review the Information Circular carefully before submitting the proxy
form(s).
Dated at the City of Leduc, in the Province of Alberta, this 8th day of August, 2018.
Yours very truly,
(signed) “Sandra Jory”
Sandra Jory
Chair of the Board of Directors Sage Properties Corp.
