TORONTO, ONTARIO – CardioComm Solutions, Inc. (“CardioComm” or the “Company”) (TSX VENTURE:EKG) today announced that its board of directors has adopted an advance notice policy (the “Advance Notice Policy”).
The purpose of the Advance Notice Policy is to provide shareholders, directors and management of the Company with direction on the procedure for shareholder nomination of directors. The Advance Notice Policy is the framework by which the Company seeks to fix a deadline by which registered or beneficial holders of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form. No person will be eligible for election as a director of the Company unless nominated in accordance with the provisions of the Advance Notice Policy.
With respect to the annual meeting of shareholders of the Company to be held on June 5, 2018 (the “Meeting”), notice of any proposed nominations must be provided to the Company no later than May 10, 2018.
For all subsequent meetings of shareholders of the Company:
- In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.
- In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made 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 was made.
The Advance Notice Policy is effective immediately. At the Meeting, the Company will be seeking shareholder approval and ratification of the Advance Notice Policy. In the event that shareholders determine not to ratify the Advance Notice Policy by ordinary resolution, the Advance Notice Policy shall terminate and be void and of no further force and effect following the termination of the Meeting.
The full text of the Advance Notice Policy is available via SEDAR at www.sedar.com or upon request by contacting the Chief Executive Officer of the Company by telephone at 1-877-977-9425 x227, by e-mail at egrima@cardiocommsolutions.com or by facsimile at 1-866-576-4493. Further details on the Meeting and the Advance Notice Policy will be contained in a Management Information Circular to be mailed to shareholders of the Company in connection with the Meeting. The Management Information Circular will also be available on SEDAR.
