Intchains Group Ltd V.ICG

RE:AGM and Special Meetings, Voting Rights, etc...

[Marine2]

NI 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer

 

https://www.osc.gov.on.ca/documents/en/Securities-Category5/rule_20101210_54-101_unofficial-consolidated.pdf

 

1. 2.1  Establishment of Meeting and Record Dates - A reporting issuer that is required to give notice of a meeting to the registered holders of any of its securities shall fix 

   1. (a)  a date for the meeting; 

   2. (b)  a record date for notice of the meeting, which shall be no fewer than 30 and no more than 60 days before the meeting date; and 

   3. (c)  if required or permitted by corporate law, a record date for voting at the meeting. 

2. 2.2  Notification of Meeting and Record Dates 

   1. (1)  Subject to section 2.20, at least 25 days before the record date for notice of a meeting, the reporting issuer shall send a notification of meeting and record dates to 

      1. (a)  all depositories; 

      2. (b)  the securities regulatory authority; and 

      3. (c)  each exchange in Canada on which securities of the reporting issuer are listed. 

   2. (2)  The notification of meeting and record dates referred to in subsection (1) shall specify 

      1. (a)  the name of the reporting issuer; 

      2. (b)  the date fixed for the meeting; 

      3. (c)  the record date for notice; 

      4. (d)  the record date for voting, if any; 

      5. (e)  the beneficial ownership determination date; 

      6. (f)  the classes or series of securities that entitle the holder to receive notice of the meeting; 

      7. (g)  the classes or series of securities that entitle the holder to vote at the meeting; and 

      8. (h)  whether the meeting is a special meeting. 

3. 2.3  Intermediary Search Request - Request to Depository 

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January 1, 2011 Unofficial Consolidation – NI 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer 

1. (1)  At the same time as a reporting issuer sends a notification of meeting and record dates for a meeting to a depository, the reporting issuer shall request the depository to send to the reporting issuer 

   1. (a)  subject to section 2.4, a report that specifies the number of securities of the reporting issuer of each class or series that entitle the holder to receive notice of the meeting or to vote at the meeting that are currently registered in the name of the depository, the identity of any other person or company that holds securities of the reporting issuer of the series or class specified in the request on behalf of the depository and the number of those securities held by that other person or company; 

   2. (b)  subject to section 2.4, a list of all intermediaries and their nominees shown on the intermediary master list; 

   3. (c)  subject to section 2.4, a list setting out the names, addresses, telephone numbers, fax numbers, any electronic mail addresses and the respective holdings of participants in the depository of each class or series of securities that entitle the holder to receive notice of the meeting or to vote at the meeting; and 

   4. (d)  the omnibus proxy required to be sent under subsection 5.4(1). 

2. (2)  In addition to the request referred to in subsection (1), a reporting issuer may request, at any time, a depository to send any or all of the information referred to in subsection (1), other than paragraph (1)(d), for any class or series of securities of the reporting issuer, and as of a date, specified in the request. 

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