Posera-HDX Announces Adoption of Advance Notice By-Law

TORONTO, Oct. 1, 2015 /CNW/ - Posera-HDX Ltd. (TSX: HDX) (the "Company" or "Posera-HDX") announced today that its Board of Directors has adopted By-Law No. 2 of the Corporation (the "Advance Notice By-Law") the purpose of which is to require advance notice to be provided to the Corporation in circumstances where nominations of persons for election to the Board are made by shareholders of the Corporation other than pursuant to: (i) a requisition of a meeting of shareholders made pursuant to the provisions of the Business Corporations Act (Ontario); or (ii) a shareholder proposal made pursuant to the provisions of that Act.

The Advance Notice By-law is similar to the advance notice by-laws adopted by many other Canadian public companies. The Corporation believes that the provision is considered to be good corporate governance. The purpose is to foster a variety of interests of the shareholders and the Corporation by ensuring that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, the Advance Notice By-Law should assist in facilitating an orderly and efficient meeting process, provides shareholders, directors and management of the Corporation with a clear framework for nominating directors. Specifically, the Advance Notice By-law requires advance notice to the Corporation in circumstances where nominations of persons for election as a director of Corporation are made by shareholders other than pursuant to a "proposal" made in accordance with the provisions of the Business Corporations Act (Ontario) (the "Act") or a requisition of shareholders made in accordance with the provisions of the Act.

In the case of an annual meeting of the shareholders of the Corporation, notice to the Corporation must be made not less than 30 days before the date of the annual meeting; provided, however, 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 an annual meeting), notice to the Corporation 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 amended by-laws, which includes the Advance Notice By-law, are effective immediately and will be placed before shareholders for ratification at the next meeting of shareholders of the Corporation. A copy of the Advance Notice By-Law will be available at www.sedar.com.

Posera-HDX is listed on the TSX under the symbol "HDX". 

About the Company

Posera-HDX is in the business of managing merchant transactions with consumers and facilitating payment. The Company develops and deploys touch screen POS system software and associated enterprise management tools and has developed and deployed numerous POS applications. Posera-HDX also provides system hardware integration services, merchant staff training, system installation services, and post-sale software and hardware support services. 

Posera-HDX leading edge technology also includes prepaid stored value payments solutions, customer self-serve kiosks and "line buster" mobile POS terminals. These products have been designed to dramatically enhance customer throughput and drastically reduce customer queues. These technologies are especially effective in high foot traffic environments that have limited cash register counter space, limited retail square footage, and the absence of a drive through.

Posera-HDX develops, deploys, and supports a restaurant POS software known as "Maître 'D" which has been deployed in over 20,000 locations worldwide in eight different languages. The Company sells and services its clients directly, as well as through a network of approximately 85 value added reseller partners in 25 countries with approximately 550 reseller representatives selling, supporting & installing its software.

Forward-Looking Statements 

This discussion includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with our business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", and similar expressions to the extent they relate to the Company or its management.  The forward-looking statements are not historical facts, but reflect Posera-HDX's current expectations regarding future results or events.  These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risks and Uncertainties" in the Annual Information Form to be filed on March 31st 2015 with the regulatory authorities. Posera-HDX assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements. 


For further information: For further information, please contact: Kevin Mills, Chief Financial Officer, Posera-HDX Ltd., 350 Bay Street, Suite 700, Toronto, Ontario M5H 2S6,. (800) 465-2400 ext. 2203


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