Cease Trade Orders
To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the Companys proposed
director nominees is, as at the date of this Circular, or has been, within the 10 years prior to the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that, while such person
was acting in that capacity (or after such person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity), was the subject of a cease trade order, an order similar to a cease trade
order, or an order that denied the company access to any exemption under securities legislation, in each case, for a period of more than 30 consecutive days.
Bankruptcies
To the knowledge of the
Company and based upon information provided by the proposed director nominees, none of the Companys proposed director nominees is, as at the date of this Circular, or has been, within the 10 years prior to the date of this Circular, a director
or executive officer of any company (including the Company), that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or comprise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, except for Stephen Gunn who was a director of Golf Town
Canada Inc., which filed for protection under the Companies Creditors Arrangement Act (Canada) on September 14, 2016; and Mr. Bekenstein who was a director of The Gymboree Corporation, which filed for bankruptcy protection
under Chapter 11 of the United States Bankruptcy Code on June 11, 2017, and a director of Toys R Us, Inc., which filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code on September 18, 2017 and
filed for protection under the Companies Creditors Arrangement Act (Canada) on September 19, 2017.
To the knowledge of
the Company and based upon information provided by the proposed director nominees, none of the Companys proposed director nominees has, within the 10 years prior to the date of this Circular, become bankrupt, made a proposal under any
legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or comprise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets.
Securities Penalties or Sanctions
To the
knowledge of the Company and based upon information provided by the proposed director nominees, none of the Companys proposed director nominees has (i) been subject to any penalties or sanctions imposed by a court relating to securities
legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would
likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed nominee director.
Appointment of Auditor
At the Meeting, shareholders will be asked to appoint Deloitte LLP to hold office as the Companys auditor until the close of the
next annual meeting of shareholders and to authorize the Board of Directors to fix their remuneration.
Deloitte LLP has served as auditor
of the Company since 2008 and has informed the Company that it is independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario, and within the meaning of the
U.S. Securities Act of 1933, as amended, and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States) (PCAOB).
Unless a proxy specifies that the Shares it represents should be withheld from voting in respect of the appointment of the auditor, the
persons named in the accompanying form of proxy or voting instruction form intend to vote FOR the appointment of Deloitte LLP as auditor of the Company and authorizing the Board of Directors to fix their remuneration.
|
|
|
|
|
26 |
|
2023 Management Information Circular |
|
|