INFORMATION CIRCULAR QUESTIONS & ANSWERS
ANNUAL GENERAL MEETING – SEPTEMBER 29, 2017
Q: I received the information circular in the mail, what is the purpose of this package?
You have received this because you are a shareholder of Sage. Pursuant to the By-Laws of Sage, Sage is required to hold an Annual General Meeting (AGM). The board of directors is required to report to the shareholders its audited financial statements for the 218 day period ending March 31, 2017. The shareholders must also elect its 6 directors and appoint an auditor for the year ended March 31, 2018.
Q: For further clarity, what am I being asked to vote on at the AGM?
You are being asked to vote on:
- The election of the six (6) nominees proposed by management;
- The appointment of MNP LLP as auditors of SAGE and to authorized the directors to fix the remuneration of the auditors.
Q: When and where is the meeting?
The meeting will be held on September 29, 2017 at 10:00am and will located at the Prince of Peace Manor, in the banquet room. The address is 285030 Luther Rose Blvd N.E. Calgary, Alberta. The entrance to the Manor’s banquet room is to the south of the Manor’s main entrance. There is a meeting location map enclosed in your package and posted on our website.
Q: What is the quorum for the meeting?
To be able to conduct business at the annual general meeting the SAGE by-laws require that 50% of its shareholders must be present in person or represented by proxy at the meeting. If a quorum is not present at the opening of the meeting then Sage will be required to adjourn the meeting. This could delay the business of SAGE and will result in additional costs to the Corporation.
Q: How do I fill out and submit the proxy for voting purposes?
As a shareholder, you may attend the shareholder meeting in person or may be represented by proxy. If you would like to submit a proxy or are unable to attend the meeting in person, please date, sign and return the accompanying form of proxy for use at the meeting or any adjournment thereof. If you have submitted a proxy, you may still attend the meeting, however you may not vote the shares for which you submitted a proxy in person at the meeting.
Proxies must be received by Alliance Trust Company at the address or facsimile provided in the circular by 10:00am on Wednesday September 27th, 2017.
Shareholders who are planning on returning the accompanying form of proxy or voting at the meeting are encouraged to review the information circular provided by Sage carefully before submitting the proxy forms.
Q: I’m the executor of an estate, am I allowed to vote if the shares are in the estates name?
Yes, you can vote if you are the executor of the will. If you are sending the proxy by mail, we ask that you attach a copy of the will and or paperwork that states you are the executor. If you are attending the meeting and voting in person, we ask that you bring a copy of the will that names you as the executors, as well as have government issued photo I.D. to the meeting.
Q: I’m a member of a congregation or organization. Who should be filling out the proxy and acting on the congregation’s behalf?
Whomever is your signing officer, typically this is your Chairman, Head Elder or Treasurer.
Q: I submitted my proxy but would like to change it. Can I submit a new proxy?
A Shareholder who has given a proxy may revoke it by depositing an instrument in writing executed by such Shareholder (or by an attorney duly authorized in writing) or, if such Shareholder is a corporation, by any officer or attorney thereof duly authorized, either at the registered office of Sage or at the above mentioned office of Alliance Trust Company at any time up to and including the close of business on the last business day preceding the Meeting or any adjournment(s) thereof, or with the chairman of the Meeting on the day of the Meeting or any adjournment thereof.
Q: How many Shares are entitled to vote?
There are 51,364,729 Shares issued and outstanding. Each Share carries the right to one vote on each of the matters to be considered at the meeting.
Q: Are 50% of the board of directors either District Depositors or District Depositor Nominees?
Sandra Jory and Stephen Nielsen are District Depositor Nominees and Murray Warnke is a District Depositor.
Q: Why did Myron Yurko decide to not run for election?
Mr. Yurko decided to not put his name forward to continue on the Board for personal reasons. We thank Mr. Yurko for his service and dedication to SAGE.
Q: What is SAGE’s involvement with SANDTON? What price did SANDTON offer for the SAGE shares?
Sandton Capital Partners (Sandton) expressed an interest to purchase shares of SAGE earlier this year. To fulfill its fiduciary responsibilities to all shareholders, the Board of Directors determined it was necessary to explore the possibility of a transaction with Sandton. Ultimately such discussions and negotiations with Sandton did not result in a transaction or a value for SAGE shares that could be presented to shareholders for consideration.
Q: Am I able to sell my SAGE shares to SANDTON or to another party?
The articles of incorporation of Sage require the board of directors of Sage to approve share sales and transfers. In considering whether to approve a share transfer, the board of directors is required to consider its fiduciary duties as well as all relevant securities and corporate law.
Sage is not aware of any current requests from shareholders to transfer shares to Sandton or another party. If a request for such a transfer is made, the board of directors will consider that request, as it does all other requests, in light of its duties and applicable corporate and securities law requirements.