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EVE & CO INCORPORATED

2941 Napperton Drive, Strathroy, Ontario, N7G 3H8

May 11, 2020

NOTICE

Notice and Access

You are receiving this notice because Eve & Co Incorporated (the Corporation) has decided to use “notice and access” delivery method to deliver its shareholders meeting materials and to post its management proxy circular (the Circular) for its 2020 annual general and special meeting of shareholders (the Meeting) online rather than mailing the Circular to shareholders. These rules, known as “notice and access”, allow the Corporation, as an alternative to sending the Circular to shareholders, to provide shareholders with a notice containing, among other things, (1) information about how to access the Circular online, (2) directions on how to obtain a paper copy of the Circular, and (3) information on how to vote their shares. This Notice provides this information as well as a brief description of the items to be voted on at the Meeting.

The Corporation is sending this Notice to registered and beneficial shareholders with an accompanying voting instruction form or form of proxy, as applicable.

If you would like more information about the “notice and access” rules, please contact the TSX Trust Company (the Transfer Agent), TSX Trust Company, Suite 300, 200 University Avenue, Toronto, Ontario, M5H 4H1 (administrative agent for the Corporation, the Corporation’s registrar and transfer agent), toll-free at 1-866-600-5869 from North America or 416-342-1091 if you are calling from another country.

The Meeting

The Meeting will be held in a virtual only format, which will be conducted via live audio webcast on June 25, 2020 at 11:00 a.m. (Toronto time). There are six items of business scheduled to be considered at the Meeting:

1. Receive the audited financial statements of the Corporation for the twelve month period ended December 31, 2019, together with the report of the auditor thereon;

2. Election of directors who will serve until the next annual meeting of shareholders;

3. Appointment of Davidson & Company LLP, Chartered Professional Accountants, as auditor of the Corporation for the ensuing year and authorizing the directors to fix their remuneration;

4. Consider and, if thought appropriate, approve a resolution adopting the Corporation’s rolling stock option plan;

5. Consider and, if thought appropriate, approve a special resolution to provide the Corporation’s board of directors with the authority, subject to regulatory approval, to file articles of amendment to consolidate the Corporation’s outstanding common shares at a share consolidation ratio to be determined by the board of directors within the range of one (1) new or “post-consolidation” common share for a minimum of two (2) and a maximum of ten (10) existing “pre-consolidation” common shares; and

6. Transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

For information about the above items, please see the following sections of the Circular: Particulars of Matters to be Acted Upon – Election of Directors, Appointment of Auditor, Approval of Stock Option Plan and Proposed Share Consolidation.

Obtaining a Management Proxy Circular

You can find the Circular as well as a link to online voting at evecannabis.ca. The Circular may also be accessed online on the System for Electronic Document Analysis and Retrieval (SEDAR) at .

If you are a beneficial shareholder and wish to request to receive a paper copy of the Circular, please contact the Transfer Agent toll free at 1-866-600-5869 (from North America) or 416-342-1091 if you are calling from another country. You can also request a paper copy of the Circular at evecannabis.ca.

As required by the “notice and access” rules, the Corporation will provide a paper copy of the Circular to any beneficial shareholder free of charge upon request for a period of one year from the date the Circular is filed on SEDAR, being May 25, 2020. If your request is made on or before June 25, 2020 (the Meeting Date), the Circular will be sent to you within three business days of receipt of your request. If the request is made on or after the Meeting Date, the Circular will be sent to you within ten calendar days of receiving your request.

If you would like to receive a paper copy of the Circular prior to the voting deadline of your intermediary, which is generally one day before the proxy deadline for registered shareholders, or June 23, 2020 for this Meeting, you should take into account the three business day period for processing requests as well as the typical mailing times for letter-post mail suggested by Canada Post (i.e. two to four business days for Canadian addresses, four to six business days for U.S. addresses and four to seven business days for other addresses).

Voting Your Shares

You may vote your Corporation common shares online, by phone or by mail. Please refer to the directions on your voting instruction form or form of proxy for instructions on how to vote using these methods. In order to mitigate any risks to the health and safety of our community, shareholders, employees and other stakeholders, and consistent with current social distancing recommendations, the Meeting will be held in virtual-only format, conducted via live audio webcast. Registered shareholders and duly appointed proxyholders will be permitted to attend the Meeting and vote, all in real time, provided they are connected to the internet and have logged in through their web browser at: (password is EVE2020). You may also vote by following the instructions on your voting instruction form or form of proxy and in the Notice-and-Access section of the Circular. Note that many intermediaries require voting instruction forms to be returned one day prior to the date on which proxies much be deposited with the Transfer Agent, which is June 23, 2020, or the last business day before any adjourned or postponed Meeting. To ensure that you have all the necessary information about the matters to be voted on at the Meeting, you should review the Circular before casting your vote.

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