Ceres Global Ag Corp. Announces Adoption of Advance Notice By-Law and Annual and Special Meeting
TORONTO, ONTARIO, July 29, 2013 – Ceres Global Ag Corp. (“Ceres” or the “Company”) announced today that it will be holding an annual and special meeting of shareholders on September 27, 2013. Shareholders of record at the close of business on August 23, 2013 will be entitled to vote at the annual and special meeting in person or by proxy
The Company also announced today that its board of directors (the “Board of Directors”) has adopted amendments to the Company’s By-Laws (the “Amended and Restated By-Law”), including introducing a provision that requires advance notice be given to the Company in connection with shareholders intending to nominate directors for election to the Board of Directors (the “Advance Notice Provision”).
In particular, the Advance Notice Provision sets forth a procedure requiring advance notice to the Company by any shareholder who intends to nominate any person for election as director of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the “OBCA”), or (ii) a shareholder proposal made pursuant to the provisions of the OBCA. Among other things, the Advance Notice Provision fixes a deadline by which shareholders must submit a notice of director nominations to the Company prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid.
The Board of Directors believes that the Advance Notice Provision ensures an orderly nomination process and that all shareholders of Ceres are properly and adequately informed in advance of an election of directors. The Advance Notice Provision adopted by the Board of Directors provides a reasonable time frame for shareholders to notify the Company of their intention to nominate directors and requires the disclosure of information concerning the proposed nominees that is consistent with applicable securities laws.
In the case of an annual meeting of shareholders (including an annual and special 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 meeting; provided, however, that in the event that the 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 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 of shareholders) called for the purpose of electing directors (whether or not called for other purposes), 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 meeting was made.
The Amended and Restated By-Law reflects some housekeeping amendments and amendments that follow certain recommendations by Institutional Shareholder Services, including:
- A restatement of the amendments made under By-Law No. 2 and By-Law No. 3 on January 17, 2008 and May 21, 2009, respectively;
- Implementation of procedures for annually appointing an independent Chairman of the Board and separating the Chairman and Chief Executive Officer positions;
- Updating the quorum provisions for shareholder meetings from 15% to 25%;
- Updating (i) the definition of “resident Canadian”, (ii) the qualification of directors, and (iii) shareholders’ entitlement to vote in a shareholders meeting, to be consistent with the requirements under the OBCA; and
- Updating the quorum requirement for a meeting of directors.
The Amended and Restated By-Law is effective immediately and will be submitted to shareholders for confirmation and ratification at the Company’s annual and special meeting of shareholders to be held on September 27, 2013. A copy of the Amended and Restated By-Law has been filed under the Company’s profile at www.sedar.com.
About Ceres Global Ag Corp. (ceresglobalagcorp.com)
Ceres Global Ag Corp. is a Toronto-based corporation with two main operating divisions: its Grain Handling and Storage unit, anchored by its 100% ownership of Riverland Ag Corp.; and its Commodity Logistics unit, containing its 25% interest in Stewart Southern Railway Inc. and its development of the Northgate, SK Commodity Logistics Hub. Ceres also has significant capital available to invest in these and related businesses. Riverland Ag Corp. is an agricultural grain storage and handling and supply chain business operating 11 grain storage facilities in Minnesota, North Dakota, New York, Wisconsin and Ontario having aggregate storage capacity of approximately 52 million bushels. Stewart Southern Railway Inc. is a short line rail company that operates in Southeastern Saskatchewan as our commodities logistics division. The Northgate Commodity Logistics Hub is a $90 million grain, oil and oilfield supplies transloading site being developed in conjunction with Scoular Grain and several energy company partners, connected to the Burlington Northern Santa Fe Railroad and expected to open in the fall of 2013. Ceres common shares trade on the Toronto Stock Exchange under the symbol “CRP”.
For further information contact:
Chief Financial Officer