TORONTO, February 12, 2020 – Optiva Inc. (“Optiva” or the “Company”) (TSX:OPT), a leader in providing communications service providers (CSPs) worldwide with cloud-native revenue management software on the public cloud, announced today that it will hold its annual meeting along with a special meeting of shareholders on May 12, 2020 (the “Meeting“).
The Meeting will deal both with normal course matters and matters related to the previously announced requisition for a special meeting of holders of the Company’s subordinate voting shares (the “Shareholders“) received by the Board of Directors of the Company (the “Board“) from Maple Rock Capital Partners Inc. The Company has decided it is in the best interests of Shareholders to combine the requisitioned special meeting with its annual general meeting due to the proximity to when the Company has historically held its annual general meeting, sparing Shareholders the additional distraction and cost that would be associated with holding two separate meetings in quick succession.
Shareholders entitled to vote at the Meeting will receive detailed information about the requisitioned matters as well as annual general matters in the form of a management information circular (the “Circular“) in advance of the Meeting. Shareholders are not required to take any action at this time in respect of the combined annual and special Meeting.
The Company also announced today that its Board has adopted By-Law No. 2 of the Company (the “Advance Notice By-Law“) which sets out, among other things, the framework by Shareholders must submit director nominations to the Company prior to any annual or special meeting of Shareholders at which directors are to be elected, in each case in accordance with the Canada Business Corporations Act.
In particular, the Advance Notice By-Law establishes the deadline by which Shareholders must submit director nominations and sets forth the information that a Shareholder must include in such notice for a valid nomination to occur.
The Advance Notice By-Law is consistent with the advance notice by-laws adopted by numerous other Canadian public companies. The purpose of the Advance Notice By-Law is to provide Shareholders, directors, and management of the Company with guidance on the nomination of directors. Specifically, the Advance Notice By-Law is intended to: (i) facilitate an orderly and efficient annual or, where the need arises, special meeting process, (ii) ensure that all Shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of director nominations and sufficient information with respect to all director nominees; and (iii) allow Shareholders to cast an informed vote with respect to the election of directors.
In the case of an annual meeting of Shareholders, notice to Optiva must be given not later than the close of business on the 30th day prior to the date of the annual meeting. 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 meeting was made by the Company, notice may be given not later than the close of business on the 10th day following the date of such public announcement.
In the case of a special meeting of Shareholders (which is not also an annual meeting) called for the purpose of electing directors, notice to the Company must be given 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 by the Company.
The Advance Notice By-Law is effective immediately and will be placed before Shareholders for confirmation and ratification at the Meeting. If the Advance Notice By-Law is not confirmed at the Meeting by an ordinary resolution of the Shareholders, it will be of no further force and will terminate. A copy of the Advance Notice By-Law has been filed under the Company’s profile on SEDAR at www.sedar.com and is available on Optiva’s website at www.optiva.wpengine.com.
About Optiva Inc.:
Optiva Inc. is the leader in providing communication service providers (CSPs) worldwide with cloud-native revenue management software on the public cloud. Operators and MVNOs can integrate our best-of-breed charging engine into a BSS stack or deploy our fully managed, end-to-end, SaaS-based suite. Optiva solutions offer unmatched speed, scale, security and savings. Our market knowledge, analytical insights and unique Customer Success Program ensure telecoms are equipped to achieve their strategic business goals. Established in 1999, Optiva Inc. is on the Toronto Stock Exchange (TSX: OPT). For more information, visit www.optiva.wpengine.com.
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