NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Shares”) in the capital of PyroGenesis Canada Inc. (the “Corporation”) will be held as follows:
When: Thursday, June 27, 2024, at 10:00 A.M. (EDT)
Where: Virtual-only meeting via live audio webcast at the following address:
https://web.lumiagm.com/467213610
Meeting ID: 467-213-610
Password: pyrogenesis2024 (case sensitive)
The Meeting will be held for the following purposes:
1. to receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2023, together with the auditors’ report thereon;
2. to elect the directors of the Corporation for the ensuing year;
3. to appoint Raymond Chabot Grant Thornton LLP as auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the remuneration of such auditor; and
4. to consider such other business as may properly be brought before the meeting or any adjournment(s) or postponement(s) thereof.
A virtual-only meeting format is being applied in order to give all Shareholders an equal opportunity to participate in the Meeting and vote on certain topics regardless of their geographic location or other particular constraints and circumstances. Shareholders and proxyholders will not be able to attend the meeting in person. The Corporation has fixed the close of business on May 10, 2024 as the record date for determining those Shareholders entitled to receive notice and to vote at the Meeting.
Registered Shareholders and duly appointed proxyholders will be able to attend the Meeting virtually and submit their vote while the Meeting is being held. Non-registered Shareholders (for example, Shareholders who hold their Shares in an account with a securities broker, bank, dealer, trust company or other intermediary) who have not duly appointed themselves as proxyholders will be able to participate in the Meeting as guests, but guests will not be able to vote at the Meeting. Please see the subsection entitled “Important Information About Your Attendance at the Meeting”, starting at page 5 of the accompanying Circular, for additional instructions on how Shareholders and proxyholders can participate and vote at the Meeting.
Accompanying this Notice of Annual General Meeting of Shareholders (the “Notice”) are the following documents:
- the Circular, which includes more detailed information relating to the matters to be addressed at the Meeting. The Circular is deemed to form part of this Notice; and
- either a form of proxy for registered Shareholders or a voting instruction form for non-registered Shareholders.
Registered Shareholders unable to attend the virtual Meeting should read the notes to the form of proxy and complete and return the form of proxy to the Corporation’s registrar and transfer agent, TSX Trust Company (“TSXT”), Attn: Proxy Department, P.O. Box 721, Agincourt, Ontario M1A 0A1, or by e-mail to proxyvote@tmx.com or fax to 416-368-2502. A proxy will not be valid unless it is deposited with TSXT no later than 10:00 A.M. (EDT) on June 25, 2024 (or not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Ontario, prior to the commencement of the Meeting or any adjournment(s) or postponement(s) thereof). Late proxies may be accepted or rejected by the chair of the Meeting in his discretion, and the chair is under no obligation to accept or reject any particular late proxy.
Alternatively, Registered Shareholders may, and are encourage to, vote their proxies online at www.meeting-vote.com before such deadline.
If you are a non-registered Shareholder of the Corporation and received these materials from your intermediary or TSXT, please complete and return the form of proxy or other voting instruction form in accordance with the instructions provided to you by such intermediary or TSXT. Your intermediary or nominee may have different and earlier deadlines.
The enclosed form of proxy or voting instruction form appoints nominees of management as proxyholder and you may amend the form of proxy, if you wish, by inserting in the space provided the name of the person you wish to represent you as proxyholder at the Meeting.
DATED this 20th day of May, 2024.
BY ORDER OF THE BOARD OF DIRECTORS OF PYROGENESIS CANADA INC.
(s) Alan Curleigh Alan
Curleigh Chair of the Board of Directors
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