• Abstract and Figures
• Public Full-text

WOW UNLIMITED MEDIA INC. 200 – 2025 West Broadway Vancouver, British Columbia V6J 1Z6 NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF WOW UNLIMITED MEDIA INC. NOTICE IS HEREBY GIVEN that an annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of: (i) common voting shares (the "Common Voting Shares"); and (ii) variable voting shares (the "Variable Voting Shares" and, together with the Common Voting Shares, the "Shares") in the capital of WOW Unlimited Media Inc. (the "Corporation") will be held by way of a live teleconference, instead of in person at: 877-407-2991 on Thursday, June 17 2021, at 11:00 a.m. (Toronto time) for the following purposes: 1. to receive the audited financial statements of the Corporation for the years ended December 31, 2020 and 2019, together with the auditors' report thereon; 2. to set the number of directors at seven (7) for the ensuing period; 3. to elect directors of the Corporation for the ensuing period; 4. to appoint KPMG LLP, Chartered Professional Accountants, as the auditors of the Corporation for the ensuing year and to authorize the board of directors of the Corporation to fix their remuneration; 5. to consider and, if thought advisable, to pass an ordinary resolution in the form set out in the accompanying management information circular dated May 13, 2021 (the "Information Circular") approving the renewal of the ten percent (10%) rolling stock option plan of the Corporation; and 6. to transact such further or other business as may properly come before the Meeting or any postponements or adjournments thereof. The Corporation’s accompanying Information Circular provides additional information relating to each of the matters to be addressed at the Meeting and is deemed to form part of this Notice of Meeting. Due to the continued public health impact of the coronavirus outbreak (COVID-19) and in consideration of the health and safety of our Shareholders, employees and the broader community, this year’s Meeting will be held in a virtual only format, by way of a live teleconference, instead of in person. Shareholders are cordially invited to participate in the teleconference Meeting. Registered Holders and duly appointed proxyholders can attend the Meeting by joining the live teleconference by dialing in at 877-407-2991 where they can participate, vote or submit questions during the Meeting. Participants are asked to dial in 15 minutes prior to the scheduled start time and ask to join the call. Non-registered (or beneficial) Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, however, they will not be able to vote or submit questions. Whether or not Shareholders are able to attend the Meeting, Registered and non-Registered are encouraged to read, complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Information Circular. In order to be valid for use at the Meeting, proxies must be received by Computershare Investor Services Inc., at its office at 8th floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1, or by its toll-free fax number 1-866-249-7775 by 11:00 a.m. (Toronto time) on June 15, 2021 or, in the event of a postponement or adjournment of the Meeting, at least forty-eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting. Please advise Computershare Investor Services Inc. of any change in your mailing address. The time limit for deposit of proxies may be waived or extended by and at the discretion of the Chair of the Meeting, without notice. - 2 - The board of directors of the Corporation has fixed May 13, 2021 as the record date (the "Record Date") for the determination of Shareholders entitled to receive notice of and vote at the Meeting. Any persons who were not holders of Shares and who acquired Shares after the Record Date will not be entitled to receive notice of or vote those Shares at the Meeting. DATED at Vancouver, British Columbia this 13th day of May, 2021. BY ORDER OF THE BOARD OF DIRECTORS OF WOW UNLIMITED MEDIA INC. "Michael Hirsh" Chair and Chief Executive Officer WOW Unlimited Media Inc. WOW UNLIMITED MEDIA INC. 200-2025 WEST BROADWAY VANCOUVER, BRITISH COLUMBIA, CANADA V6J 1Z6 MANAGEMENT INFORMATION CIRCULAR May 13, 2021 THIS MANAGEMENT INFORMATION CIRCULAR (THE "INFORMATION CIRCULAR") IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY AND ON BEHALF OF MANAGEMENT OF WOW UNLIMITED MEDIA INC. (THE "CORPORATION") FOR USE AT THE ANNUAL GENERAL AND SPECIAL MEETING (THE "MEETING") OF THE SHAREHOLDERS OF THE CORPORATION (THE "SHAREHOLDERS") TO BE HELD IN A VIRTUAL ONLY FORMAT, BY WAY OF LIVE TELECONFERENCE AT: 877-407-2991 ON THURSDAY, JUNE 17, 2021 AT 11:00 A.M. (TORONTO TIME) OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE OF MEETING (THE "NOTICE OF MEETING"). Unless otherwise stated, the information contained in this Information Circular is given as at May 13, 2021. GENERAL PROXY INFORMATION Solicitation of Proxies Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by directors, officers or regular employees of the Corporation. Pursuant to National Instrument 54-101 – Communication With Beneficial Owners of a Reporting Issuer ("NI 54-101"), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation materials to the beneficial owners of the common voting shares in the capital of the Corporation (the "Common Voting Shares") and the variable voting shares in the capital of the Corporation (the "Variable Voting Shares" and, together with the Common Voting Shares, the "Shares"). The cost of any such solicitation will be borne by the Corporation. Appointment of Proxyholders MICHAEL HIRSH AND JOHN VANDERVELDE BEING THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY ARE DIRECTORS AND/OR OFFICERS OF THE CORPORATION. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND, ACT AND VOTE FOR SUCH SHAREHOLDER AT THE MEETING OTHER THAN THOSE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY. A SHAREHOLDER DESIRING TO APPOINT SOME PERSON OTHER THAN THOSE NAMED IN THE ENCLOSED FORM OF PROXY TO REPRESENT SUCH SHAREHOLDER AT THE MEETING MAY DO SO EITHER BY INSERTING SUCH PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE ENCLOSED FORM OF PROXY AND STRIKING OUT THE NAMES OF THE TWO SPECIFIED PERSONS OR BY COMPLETING ANOTHER PROPER FORM OF PROXY AND, IN EITHER CASE, DELIVERING THE COMPLETED FORM OF PROXY TO THE CORPORATION, C/O COMPUTERSHARE INVESTOR SERVICES INC. ("COMPUTERSHARE"), THE CORPORATION'S REGISTRAR AND TRANSFER AGENT, AT 8TH FLOOR, 100 UNIVERSITY AVENUE, TORONTO, ONTARIO, CANADA M5J 2Y1 (FAX: (866) 249-7775), BY NO LATER THAN 11:00 A.M. (TORONTO TIME) ON JUNE 15, 2021, OR, IN THE CASE OF ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING, BY NO LATER THAN 11:00 A.M. (TORONTO TIME) ON THE SECOND BUSINESS DAY IMMEDIATELY PRECEDING THE DATE OF SUCH ADJOURNED OR POSTPONED MEETING. Voting by Proxyholder The persons named in the form of proxy will vote or withhold from voting the Shares represented thereby in accordance with the instructions of the Shareholders appointing such persons as proxy. If you specify a choice with respect to any matter to be acted upon, your Shares will be voted accordingly. IN RESPECT 1 OF A MATTER FOR WHICH A CHOICE IS NOT SPECIFIED IN THE FORM OF PROXY, THE MANAGEMENT APPOINTEE ACTING AS A PROXYHOLDER WILL VOTE IN FAVOUR OF EACH MATTER IDENTIFIED ON THE PROXY AND, IF APPLICABLE, FOR THE NOMINEES OF MANAGEMENT FOR DIRECTORS AND AUDITORS AS IDENTIFIED IN THE FORM OF PROXY. THE ENCLOSED FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSON OR PERSONS NAMED THEREIN WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF MEETING TO WHICH THE FORM OF PROXY RELATES AND WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING. As at the date of this Information Circular, management of the Corporation knows of no such amendment, variation or other matters to come before the Meeting. However, if any other matters which are not now known to management of the Corporation should properly come before the Meeting, the Shares represented by the proxy will be voted on such matters in accordance with the best judgment of the person or persons voting the Shares represented by such proxy. Registered Shareholders Registered Shareholders (each a “Registered Holder”) may wish to vote by proxy whether or not they are able to attend the Meeting via teleconference. Those Registered Holders choosing to dial-in and attend the Meeting via teleconference will have their votes taken and counted at the Meeting through the teleconference platform. A Registered Holder who does not wish to dial-in and attend the Meeting via teleconference or does not wish to vote at the Meeting through the teleconference platform should properly complete and deliver the form of proxy, and the Shares represented by the Shareholder’s proxy will be voted or withheld from voting in accordance with the instructions indicated on the form of proxy, or any ballot that may be called at the Meeting or any adjournment thereof. A Registered Holder may submit a proxy using one of the following methods: (a) complete, date and sign the form of proxy and return it to Computershare by fax at (866) 249-7775, or by mail or by hand delivery to 8th floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1, Attention: Proxy Department; or (b) to vote by Internet, go to www.investorvote.com and follow the instructions.

Load more

  40

Copy Link