Valener announces that it has adopted an advance notice by-law
MONTREAL, Aug. 12, 2013 /CNW Telbec/ - Valener Inc. ("Valener") (TSX: VNR) announces the approval by its Board of Directors of an advance notice by-law (the "By-law"), which requires advance notice to Valener in circumstances where nominations of persons for election as a director of Valener are intended to be made by shareholders other than pursuant to: (i) a notice of a meeting made pursuant to the provisions of the Canada Business Corporations Act (the "Act"); or (ii) a shareholder proposal made pursuant to the provisions of the Act. With the adoption of this By-law, Valener is following the best practices that are currently emerging in Canada for the election of directors.
Among other things, the By-law fixes a deadline by which shareholders must submit a notice of director nominations to Valener 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.
In the case of an annual meeting of shareholders, the notice to Valener must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; however, in the event that the annual meeting of shareholders 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 annual meeting was made, notice by the nominating shareholder may be made not later than the close of business on the tenth day following the announcement date.
In the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), the notice to Valener must be made not later than the close of business on the fifteenth day following the day on which the first public announcement of the date of the special meeting of shareholders was made.
The purpose of the By-law is to provide a fair and transparent procedure for nominating directors. The By-law allows Valener and its shareholders to receive adequate prior notice of director nominations, as well as sufficient information on all the nominees. Valener and its shareholders will thus be able to evaluate the proposed nominees' qualifications and suitability as directors. This By-law will also facilitate an orderly and efficient meeting process.
The By-law is effective immediately and will be placed before shareholders for ratification at Valener's next annual and special meeting of shareholders.
The full text of the By-law is available at www.sedar.com or upon request by contacting, Lyne Burelle, Corporate Secretary of Gaz Métro inc., in its capacity as general partner of Gaz Métro Limited Partnership, acting as Manager of Valener.
Valener owns an economic interest of approximately 29% in Gaz Métro Limited Partnership ("Gaz Métro"). Valener therefore has a stake in the energy industry and benefits from Gaz Métro's diversified profile, both in terms of geography and business segment. Valener also owns a 24.5% indirect interest in the wind power projects developed with Gaz Métro and Boralex Inc. on the private lands of Séminaire de Québec. Valener's common shares and preferred shares are listed on the Toronto Stock Exchange under the "VNR" trading symbol for common shares and under the "VNR.PR.A" symbol for Series A preferred shares. www.valener.com
SOURCE VALENER INC.