Welcome To The Quarterhill Inc. HUB On AGORACOM

Intellectual Licenses for Electronics & Communications

Free
Message: NOTICE IS HEREBY GIVEN THAT the annual and special meeting of the shareholders..

NOTICE IS HEREBY GIVEN THAT the annual and special meeting of the shareholders of Wi-LAN INC. (“WiLAN”) will be held on Wednesday, June 18, 2014 at 10:00 a.m. (Ottawa, Ontario time) at the Brookstreet Hotel, 525 Legget Drive, Ottawa, Ontario, K2K 2W2 (the “Meeting”), for the following purposes:

1. to receive WiLAN’s financial statements for the fiscal year ended December 31, 2013, together with the report of WiLAN’s auditors thereon;

2. to elect the members of WiLAN’s Board of Directors (the “Board”);

3. to appoint WiLAN’s auditors and to authorize the Board to fix the auditors’ remuneration;

4. to consider and, if thought appropriate, to approve, with or without variation, a resolution, as set forth in WiLAN’s May 19, 2014 Management Information Circular (the “Circular”), to ratify the continued existence of WiLAN’s April 27, 2011 shareholder rights plan until the date on which the annual meeting of WiLAN shareholders is held in 2017;

5. to consider and, if thought appropriate, to approve, with or without variation, a special resolution, as set forth in the Circular, to authorize a reduction in the stated capital account of the Corporation’s common shares in the amount of $120 million;

6. to consider and, if thought appropriate, to approve, with or without variation, resolutions, as set forth in the Circular, to ratify certain amendments to WiLAN’s By-Law No. 1 and to adopt the Corporation’s new By-Law No. 2, being a by-law relating to advance notice requirements for shareholders’ meetings in certain circumstances, all as more particularly described in the Circular; and

7. to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.


By-Law Resolutions

Furthermore, at the Meeting, WiLAN’s shareholders will be asked to consider and, if thought advisable, to approve, with or without variation, resolutions (the “By-Law Resolutions”) substantially in the form set out in Exhibit “C” to this Circular, ratifying the By-Law Amendments (as defined below) and approving the Advance Notice By-Law. To become effective, the By-Law Resolutions must be approved by a majority of the votes cast at the Meeting.

On November 5, 2013, the Board adopted certain housekeeping amendments (collectively, the “By-Law Amendments”) to the Corporation’s By-Law No. 1, a by-law relating generally to the transaction of WiLAN’s business and affairs (“By-Law No. 1”). In particular, the By-Law Amendments: change references to Alberta and the Business Corporations Act (Alberta) in By-Law No.1, which are no longer relevant to WiLAN, to refer to Canada and the CBCA; amend the notice requirement for holding a meeting of the Board from 48 hours to 24 hours; specifically provide that E-mail notice of a Board meeting is acceptable; change the quorum requirement for Board meetings from two directors to a majority of the Board; and change the quorum requirement for meetings of shareholders from at least two persons present in person or by proxy holding, in the aggregate, not less than 10% of the outstanding Common Shares to at least two persons present in person or by proxy holding, in the aggregate, not less than 25% of the outstanding Common Shares.

The complete text of By-Law No. 1 as amended by the By-Law Amendments was posted on SEDAR at www.sedar.com on November 6, 2013 and, assuming the By-Law Resolutions are approved by shareholders at the Meeting, will be reposted on SEDAR at www.sedar.com following the Meeting.

Share
New Message
Please login to post a reply