SHAREHOLDER PROPOSAL SHAREHOLDER PROPOSAL
" Daniel Marks and Stonehouse Capital Management Inc. (“Stonehouse”, and, together with Daniel Marks, the“Proposing Shareholders”), each having a place a business at 3497, Brunel Road, Unit 16, Huntsville (Ontario) CanadaP1H 2J3, have submitted the following proposal for consideration at the Meeting. On the date the proposal wassubmitted, Daniel Marks confirmed that he beneficially owned 7,800,000 Class A common shares of the Corporationand indicated that Stonehouse had control and direction over 9,580,000 Class A common shares of the Corporation.
“Daniel Marks, a significant shareholder of D-BOX Technologies Inc. (“D-BOX” or the “Company”) and Presidentof Stonehouse Capital Management Inc. (“Stonehouse”), proposes that D-BOX shareholders approve the followingresolution:
BE IT RESOLVED THAT D-BOX promptly form a special committee of independent directors
to undertake, with the assistance of qualified legal and financial advisors, a review of strategic
alternatives, which alternatives shall include a sale of the Company.
SUPPORTING STATEMENT
Mr. Marks beneficially owns approximately 3.5% of the Company’s Class A common shares and Stonehouse hascontrol and direction over an additional approximately 4.4% of the outstanding shares. Mr. Marks believes that DBOXlacks the scale and management expertise to maximize shareholder value and that the optimal strategy is to sellthe Company in whole or parts.
D-BOX is undervalued. Based on its public disclosure, D-BOX’s theatrical business generates $8-$10 million of annual right-of-use revenues with 90%+ gross margins and is experiencing a growing demand for immersive movie experiences. Mr. Marks believes the Company’s existing theatrical segment is worth $55-$70 million or $0.25-$0.32/share on a standalone basis. "