TORONTO, July 29, 2013 /CNW/ - Ceres Global Ag Corp. ("Ceres" or the
"Company") announced today that it will be holding an annual and
special meeting of shareholders on September 27, 2013. Shareholders of
record at the close of business on August 23, 2013 will be entitled to
vote at the annual and special meeting in person or by proxy.
The Company also announced today that its board of directors (the "Board
of Directors") has adopted amendments to the Company's By-Laws (the
"Amended and Restated By-Law"), including introducing a provision that
requires advance notice be given to the Company in connection with
shareholders intending to nominate directors for election to the Board
of Directors (the "Advance Notice Provision").
In particular, the Advance Notice Provision sets forth a procedure
requiring advance notice to the Company by any shareholder who intends
to nominate any person for election as director of the Company other
than pursuant to (i) a requisition of a meeting made pursuant to the
provisions of the Business Corporations Act (Ontario) (the "OBCA"), or (ii) a shareholder proposal made pursuant to
the provisions of the OBCA. Among other things, the Advance Notice
Provision fixes a deadline by which shareholders must submit a notice
of director nominations to the Company prior to any annual or special
meeting of shareholders where directors are to be elected and sets
forth the information that a shareholder must include in the notice for
it to be valid.
The Board of Directors believes that the Advance Notice Provision
ensures an orderly nomination process and that all shareholders of
Ceres are properly and adequately informed in advance of an election of
directors. The Advance Notice Provision adopted by the Board of
Directors provides a reasonable time frame for shareholders to notify
the Company of their intention to nominate directors and requires the
disclosure of information concerning the proposed nominees that is
consistent with applicable securities laws.
In the case of an annual meeting of shareholders (including an annual
and special meeting of shareholders), notice to the Company must be
made not less than 30 nor more than 65 days prior to the date of the
meeting; provided, however, that in the event that the 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 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 of
shareholders) called for the purpose of electing directors (whether or
not called for other purposes), 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 meeting was made.
The Amended and Restated By-Law reflects some housekeeping amendments
and amendments that follow certain recommendations by Institutional
Shareholder Services, including:
a restatement of the amendments made under By-Law No. 2 and By-Law No. 3
on January 17, 2008 and May 21, 2009, respectively;
implementation of procedures for annually appointing an independent
Chairman of the Board and separating the Chairman and Chief Executive
updating the quorum provisions for shareholder meetings from 15% to 25%;
updating (i) the definition of "resident Canadian", (ii) the
qualification of directors, and (iii) shareholders' entitlement to vote
in a shareholders meeting, to be consistent with the requirements under
the OBCA; and
updating the quorum requirement for a meeting of directors.
The Amended and Restated By-Law is effective immediately and will be
submitted to shareholders for confirmation and ratification at the
Company's annual and special meeting of shareholders to be held on September 27, 2013. A copy of the
Amended and Restated By-Law has been filed under the Company's profile
About Ceres Global Ag Corp. Ceres Global Ag Corp. is a Toronto-based corporation with two main
operating divisions: its Grain Handling and Storage unit, anchored by
its 100% ownership of Riverland Ag Corp.; and its Commodity Logistics
unit, containing its 25% interest in Stewart Southern Railway Inc. and
its development of the Northgate, SK Commodity Logistics Hub. Ceres
also has significant capital available to invest in these and related
businesses. Riverland Ag Corp. is an agricultural grain storage and
handling and supply chain business operating 11 grain storage
facilities in Minnesota, North Dakota, New York, Wisconsin and Ontario
having aggregate storage capacity of approximately 52 million bushels.
Stewart Southern Railway Inc. is a short line rail company that
operates in Southeastern Saskatchewan as our commodities logistics
division. The Northgate Commodity Logistics Hub is a $90 million grain,
oil and oilfield supplies transloading site being developed in
conjunction with Scoular Grain and several energy company partners,
connected to the Burlington Northern Santa Fe Railroad and expected to
open in the fall of 2013. Ceres common shares trade on the Toronto
Stock Exchange under the symbol "CRP".
SOURCE: Ceres Global Ag Corp.
For further information:
Contact Jason Gould, Chief Financial Officer, at (416) 915-2426.