Sernova Announces Annual Meeting, Record Date and Adopts Advance Notice By-Law
FOR RELEASE February 26th, 2014, 6:00 a.m. EST LONDON, ONTARIO--(Marketwire – February 26th, 2014) - Sernova Corp. (TSX-V: SVA), a clinical stage company developing medical technologies for the long-term treatment of chronic debilitating metabolic diseases including diabetes and haemophilia is pleased to announce that it will hold an annual general and special meeting of shareholders (the “AGM”) on April 28, 2014. The record date for shareholders entitled to vote at the AGM is March 24, 2014. The Company also announces that the board of directors of the Company (the “Board”) has approved and adopted By-Law No. 3 of the Company, being a by-law relating to the nomination of directors of the Company (the “Advance Notice By-Law) which requires that advance notice be provided to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to: (i) a requisition of a meeting of shareholders made pursuant to the provisions of the Canada Business Corporations Act; or (ii) a shareholder proposal made pursuant to the provisions of such Act. “We feel the Advance Notice By-Law is an important corporate governance tool that will ensure Sernova’s shareholders are treated fairly in being provided advanced notice of information in connection with the nomination of directors,” said Dr. Philip Toleikis, President and CEO. The Advance Notice By-law is similar to the advance notice by-laws adopted by many other Canadian public companies. The purpose is to foster a variety of interests of the shareholders and the Company 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 Company with a clear framework for nominating directors. Among other things, the Advance Notice by-Law fixes a deadline by which shareholders must submit director nominations to the Company prior to any meeting of shareholders and sets forth the minimum information that a shareholder must include in the notice to the Company for the notice to be in proper written form.
In the case of an annual 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 annual meeting; provided, however that in the event the annual meeting is to be held on a date that is less than 40 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 By-Law has been approved and adopted by the Board and is effective immediately. Shareholders will be asked to ratify and confirm the Advanced Notice By-Law at the AGM. A copy of the By-Law Amendments will be provided in the Management Information Circular, which will be filed under the Company’s profile at www.sedar.com.
For purposes of the AGM, in accordance with the terms of the Advance Notice By-Law, notice of nominations of persons for election to the Board at the AGM must be made by March 28, 2014 and be sent to the following email address of the Chief Executive Officer of the Company: Philip.toleikis@sernova.com.
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