DRUMMONDVILLE, QC, June 5, 2012 /CNW Telbec/ - CVTech Group Inc. ("CVTech" or the "Corporation") (TSX: CVT) announces that at the CVTech Annual General and Special Meeting of shareholders held on May 30, 2012 in Montreal (the "Meeting"), shareholders voted a majority of shares for the election of directors nominated in the proxy solicitation circular filed by the Corporation on May 8, 2012, namely Jacques Joly, André Laramée, Robert Beaudoin, Serge Chiasson, André Lepage, Luc Reny and Guy Aubert.
The scrutineers' report confirmed that 23 shareholders and/or proxyholders were present at the Meeting, representing, personally or by proxy, 61,273,982 common shares being 84.61% of the issued and outstanding common shares of CVTech. The scrutineers' report confirmed that a quorum was present and that the Meeting was duly constituted.
Upon the opening of the Meeting, Guy Aubert, representing Gestion G. Aubert Ltée (the "Dissenting Shareholder") withdrew the propositions of the Dissenting Shareholder included in its circular dated May 14, 2012 which contained amongst other things the nomination of a new Board of Directors. Following the withdrawal, the votes which had been solicited in favour of these propositions were withdrawn. Subsequent to this withdrawal, the scrutineers confirmed that, but for the shareholders and/or proxyholders who had given a proxy to the Dissident Shareholder, the shareholders and/or proxyholders voted in favour of management, in a proportion varying between 90.56% and 99.62%.
As an indication only, if the votes cast by shareholders favourable to the Dissenting Shareholder's circular had not been withdrawn, the scrutineers would have reported a total of 59,862,030 common shares being 82.66% of the issued and outstanding common shares of CVTech, voted by shareholders and/or proxyholders representing these shares personally or by proxy. Of this total, 43,036,114 common shares, representing between 45.08 % and 71.66 % of the total voted would have been voted in favour of the directors nominated by the Corporation including the Dissenting Shareholder and 16,825,916 common shares, representing between 28.02 % and 28.07 % of the total voted would have been voted, including the 9,973,388 common shares held directly or indirectly by the Dissenting Shareholder (16.66 %) in favour of the directors nominated by the Dissenting Shareholder.
Thus the holders of a majority of CVTech shares followed the recommendations of two independent proxy advisory services firms, Glass, Lewis & Co. and Institutional Shareholder Services Canada Corp., which both issued reports recommending that CVTech shareholders vote in favour of election of the directors nominated by the Corporation.
CVTech management is satisfied with the outcome of this matter of governance of the Corporation.
OVERVIEW OF THE CORPORATION
CVTech is a management company operating in two sectors. Through Thirau ltée and its subsidiaries Riggs Distler Inc. and Thirau LLC, the Corporation provides services to the electric power industry for the maintenance of transmission and distribution lines, primarily in Quebec, Ontario and the eastern United States. Another Thirau ltée subsidiary, J.J.L. Déboisement inc., specializes in control of vegetation surrounding power lines and in clearing rights of way. Thirau LLC's wholly owned subsidiary Riggs Distler & Company, Inc. is a leading provider of maintenance and construction services to the utility and heavy industrial markets. In the CVT Systems and Related Products Segment, the Corporation, through CVTech-IBC Inc., designs, manufactures and sells continuously variable power transmission systems, or CVT systems. CVTech-AAB Inc. specializes in rebuilding crankshafts and cylinders and in distributing engine parts.
This document may contain forward-looking statements that reflect management's current expectations regarding future events. Forward-looking statements are based on a number of factors and include risks and uncertainties. Actual results may differ from forecast results. Management has no obligation beyond what is required under the law to update or revise forward-looking statements pursuant to new information or future events.
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Source: CVTech Group Inc.
André Laramée, MBA
President and Chief Executive Officer
Mario Trahan, CMA
Chief Financial Officer