News.
Dual Voting Class Share Structure To Be Eliminated and Other Measures Passed at Annual General and Special Meeting of Anaergia Shareholders
2024-07-30 13:41 ET - News Release
Changes Improve Alignment with Interests of Investors
Company Website: https://www.anaergia.com
BURLINGTON, Ontario -- (Business Wire)
Anaergia Inc. (“Anaergia” or the “Company”) (TSX: ANRG) announced today the results of voting at its annual general and special meeting of shareholders held on July 29, 2024 (the “Meeting”).
After the formal business of the Meeting was concluded, Anaergia’s new management team made a presentation in which its new priorities were discussed. Key priorities discussed were:
- Deleveraging the Company’s balance sheet;
- Refocusing efforts towards Anaergia’s successful core business;
- Focusing on the Company’s bottom line, and
- Delivering on Anaergia’s commitments.
“Anaergia is proud to have had its shareholders elect seven highly qualified candidates for the board of directors. With a board that is highly aligned with Anaergia’s shareholder base, and with approval to eliminate the Company’s dual voting class share structure, Anaergia is now more focused on shareholder priorities,” said Ohad Epschtein, Executive Chairman of Anaergia.
“I am very pleased that we are now increasingly focused on our goals of growing Anaergia by deploying our industry leading solutions to help our customers and while also benefitting our investors,” said Assaf Onn, CEO of Anaergia.
Each of the matters voted upon at the Meeting as set out below is described in greater detail in the Notice of Annual Meeting of Shareholders and Management Information Circular of Anaergia dated June 28, 2024 (the “Circular”).
There were present at the Meeting registered shareholders and proxyholders holding an aggregate of 93,459,970 subordinate voting shares (carrying one vote per share), being 78.49% of the issued and outstanding subordinate voting shares of Anaergia. No multiple voting shares were voted at the Meeting as all such shares were previously cancelled.
Election of Directors
Each of the nominee directors listed in the Circular was elected as a director. The voting results for the seven directors nominated for election are set forth in the table below:
| Name of Nominee | | Votes For (Aggregate) | | % | | Votes Withheld (Aggregate) | | % |
| Ohad Epschtein | | 91,098,980 | | 97.54 | | 2,294,010 | | 2.46 |
| Dr. Andrew Benedek | | 91,113,973 | | 97.49 | | 2,345,997 | | 2.51 |
| Dr. Diana Mourato Benedek | | 91,142,980 | | 97.52 | | 2,316,990 | | 2.48 |
| Peter Gross | | 91,183,132 | | 97.56 | | 2,276,838 | | 2.44 |
| Ronen Kantor | | 93,399,226 | | 99.94 | | 60,744 | | 0.06 |
| Assaf Onn | | 91,103,619 | | 97.48 | | 2,356,351 | | 2.52 |
| Stan Simmons | | 91,254,998 | | 97.64 | | 2,204,972 | | 2.36 |
Appointment of Auditors
Deloitte LLP was appointed as auditor of Anaergia and the directors were authorized to fix the auditor’s remuneration by a resolution passed by a majority of the shareholders represented by proxy at the Meeting. The following represents the votes received with regard to such matter:
| | Votes For (Aggregate) | | % | | Votes Withheld (Aggregate) | | % |
| | 93,387,616 | | 99.92 | | 72,354 | | 0.08 |
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Approval of Unallocated Awards Under the Omnibus Plan
The ordinary resolution approving all of the unallocated options, performance share units, restricted share units, and dividend share units under Anaergia’s omnibus equity incentive plan (the “Omnibus Plan Resolution”) was approved at the Meeting. The voting results for the approval of the Omnibus Plan Resolution are set forth below:
| | Votes For (Aggregate) | | % | | Votes Against (Aggregate) | | % |
| | 91,089,390 | | 97.46 | | 2,370,580 | | 2.54 |
Approval of Alteration to Notice of Articles and Articles
The special resolution approving the alteration to the notice of articles and articles of Anaergia to remove the multiple voting shares from the authorized share structure of Anaergia and alter the identifying name of the subordinate voting shares to “common shares” (the “Articles Alteration Resolution”) was approved at the Meeting. The voting results for the approval of the Articles Alteration Resolution are set forth below:
| | Votes For (Aggregate) | | % | | Votes Against (Aggregate) | | % |
| | 93,409,651 | | 99.95 | | 50,319 | | 0.05 |
About Anaergia
Anaergia was created to eliminate a major source of greenhouse gases by cost effectively turning organic waste into renewable natural gas (RNG), fertilizer and water, using proprietary technologies. With a proven track record from delivering world-leading projects on four continents, Anaergia is uniquely positioned to provide end-to-end solutions for extracting organics from waste, implementing high efficiency anaerobic digestion, upgrading biogas, producing fertilizer and cleaning water. Our customers are in the municipal solid waste, municipal wastewater, agriculture, and food processing industries. In each of these markets Anaergia has built many successful plants including some of the largest in the world. Anaergia owns and operates some of the plants it builds, and it also operates plants that are owned by its customers.