MISSISSAUGA, ON, March 16, 2020 /CNW/ - Cargojet Inc. ("Cargojet" or the "Corporation") (TSX: CJT) announced today that it will now hold its upcoming annual and special meeting of shareholders (the "Meeting") on March 30, 2020 at 1:00 p.m. (Toronto time) in a virtual only format whereby shareholders may attend and participate in the Meeting via live audio webcast.
The meeting was previously scheduled to be held at the offices of Stikeman Elliott LLP. Out of an abundance of caution, to proactively deal with the unprecedented public health impact of coronavirus disease 2019, also known as COVID-19, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, Cargojet will now hold its Meeting in a virtual only format, which will be conducted via live audio webcast. All shareholders, regardless of geographic location and equity ownership will have an equal opportunity to participate at the Meeting and engage with directors of the Corporation and management as well as other shareholders. Shareholders will no longer be able to attend the Meeting in person.
Registered shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, online at https://web.lumiagm.com/275038624. Non-registered shareholders (being shareholders who hold their Cargojet voting shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting.
How to Vote Before the Meeting
Before the Meeting, shareholders of record as of the close of business on February 19, 2020 may vote by completing the form of proxy or voting instruction form in accordance with the instructions provided therein. Non-registered shareholders should carefully follow all instructions provided by their intermediaries to ensure that their Cargojet voting shares are voted at the Meeting. Please refer to section "General Proxy Matters" of Cargojet's management information circular dated February 26, 2020 (the "Circular") for additional details on how to vote by proxy before the Meeting and the matters to be voted upon.
How to Vote at the Meeting
At the Meeting, registered shareholders may vote by completing a ballot online, as further described below under "How to Attend the Virtual Only Meeting". If you are a non-registered shareholder and wish to attend, participate or vote at the Meeting, you MUST insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described below under "How to Appoint a Proxyholder". By doing so, you are instructing your intermediary to appoint you as its proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary.
Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting but will be able to attend the Meeting as guests. This is because the Corporation and our transfer agent, Computershare Investor Services Inc. ("Computershare"), do not have a record of the non-registered shareholders of the Corporation, and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as proxyholder.
How to Appoint a Proxyholder
The following applies to shareholders who wish to appoint a person (a "third party proxyholder") other than the management nominees identified in the form of proxy or voting instruction form as proxyholder, including non-registered shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the Meeting.
Shareholders who wish to appoint a third party proxyholder to attend and participate at the Meeting as their proxyholder and vote their Cargojet voting shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder AND register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Control Number that is required to vote at the Meeting and only being able to attend as a guest.
- Step 1: Submit your form of proxy or voting instruction form: To appoint a third party proxyholder, insert that person's name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.
- Step 2: Register your proxyholder: To register a third party proxyholder, shareholders must visit http://www.computershare.com/cargojet by no later than 1:00 p.m. (Toronto time) on March 26, 2020 (the "voting deadline") and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a Control Number via email. Without a Control Number, proxyholders will not be able to vote at the Meeting but will be able to participate as a guest.
How to Attend the Virtual Only Meeting
Attending the Meeting online enables registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed a third party proxyholder, to participate at the Meeting, ask questions and vote, all in real time. Registered shareholders and duly appointed third party proxyholders can vote at the appropriate times during the Meeting. Guests, including non-registered beneficial shareholders who have not duly appointed a third party proxyholder, can log in to the Meeting as set out below. Guests can listen to the Meeting but are not able to vote.
- Log in online at https://web.lumiagm.com/275038624. We recommend that you log in at least one hour before the Meeting starts
- Click "Login" and then enter your Control Number and Password "cargojet2020" (case sensitive).
- Click "Guest" and then complete the online form.
Registered shareholders: The Control Number located on the form of proxy or in the email notification you received is your Control Number.
Duly appointed proxyholders: Computershare will provide the proxyholder with a Control Number by e-mail after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described in "How to Appoint a Proxyholder" above.
If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.
United States Beneficial Owners: To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:
100 University Avenue
Email at: [email protected]
Requests for registration must be labeled as "Legal Proxy" and be received no later than March 26, 2020 by 1:00 p.m. (Toronto time). You will receive a confirmation of your registration by email after Computershare receives your registration materials. You may attend the Meeting and vote your shares at https://web.lumiagm.com/275038624 during the Meeting. Please note that you are required to register your appointment at www.computershare.com/cargojet.
General Proxy Matters
If you are not sure whether you are a registered shareholder or non-registered shareholder or, for additional information regarding submissions of forms of proxy and voting instructions forms before the Meeting, voting deadline, revocation of proxies and other general proxy matters, please refer to the section "General Proxy Matters" of the Circular or contact Computershare:
Phone: 1-800-564-6253 (toll-free in Canada and the United States)
Fax: 1-888-453 0330 (toll-free in Canada and the United States)
Mail: 100 University Avenue, 8th Floor, Toronto ON M5J 2Y1
E-mail: [email protected]
Cargojet to Implement Increased Foreign Ownership Levels
As previously announced, Cargojet will seek shareholder approval at the Meeting to, among other things, amend its articles of incorporation to increase the limits of foreign ownership and control of its voting shares to those permitted by amendments made to the Canada Transportation Act (CTA) in 2018. As completion of the plan of arrangement is subject to the approval of the Ontario Superior Court of Justice (Commercial List), Cargojet sought an amendment to the interim order granted on February 26, 2020 in respect of the plan of arrangement to permit Cargojet to hold its Meeting in a virtual only format. A copy of the amended interim order is available under Cargojet's profile at www.sedar.com.
SOURCE Cargojet Inc.
For further information: Pauline Dhillon, Executive Vice President, Tel: (905) 501 7373, [email protected]