Sojourn Exploration Inc.’s board of directors has adopted an advance notice policy regarding director elections. The purpose of the advance notice policy is to provide a clear process for the shareholders, directors and management to follow when nominating directors of the company. Such a policy will ensure that shareholders receive adequate notice of director nominations and sufficient information regarding all director nominees, and to allow shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation.
The advance notice policy, among other things, includes a provision that requires advance notice to the company in certain circumstances where nominations of persons for election to the board of directors are made by shareholders of the company. This advance notice policy also sets a deadline by which director nominations must be submitted to the company prior to any annual general or special meeting of the shareholders, and also sets out the required information that must be included in the notice to the company. No person will be eligible for election as a director of the company unless nominated in accordance with the advance notice policy:
- In the case of an annual meeting of shareholders (including an annual and special meeting), not later than the close of business on the 30th day; provided, however, if the date on which the first public announcement made by the corporation of the date of the annual meeting is less than 50 days prior to the meeting date, not later than the close of business on the 10th day following the notice date;
- In the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the board, not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting is made by the corporation;
- Notwithstanding the foregoing, the board of directors may, in its sole discretion, waive any requirement of the advance notice policy.
The advance notice policy is in effect as at the date of this news release, and the company intends to seek shareholder approval to amend the company’s articles to incorporate the provisions of the advance notice policy at the company’s next annual general meeting of shareholders. A full description of the advance notice policy will be contained in the information circular to be prepared for the 2018 AGM and mailed to the company’s shareholders. A copy of the advance notice policy is available on SEDAR under the company’s profile on SEDAR.
John Meekison, CPA, CMA
CFO, Corporate Secretary & Director