CALGARY, ALBERTA - (Marketwired - February 10, 2015) Computer Modelling Group Ltd. ("CMG" or the "Company") announced today that its Board of Directors has adopted By-Law No. 3 of the Company (the "Advance Notice By-Law") which sets out, among other things, the framework by which shareholders of CMG must submit director nominations to the Company prior to any annual or special meeting of shareholders at which directors are to be elected.
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 meeting or, where the need arises, special meeting, of shareholders, (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; (iii) allow the Company and shareholders to evaluate each nominee's qualifications and suitability as a director of the Company; and (iv) enable shareholders to cast an informed vote.
In the case of an annual meeting (including an annual and special meeting) of shareholders, notice to CMG must be given not less than 30 days prior to the date of the 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, 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.
The Advance Notice By-Law is effective immediately and will be placed before shareholders for confirmation and ratification at the next annual meeting. If the Advance Notice By-Law is not confirmed at the annual 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.
Vice President, Finance & CFO