Pursuant to Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations
A special meeting (“Special Meeting”) of the holders of common shares (the “Shares”) in the capital of Gluskin Sheff + Associates Inc. (the “Company”) was held on Thursday, May 9, 2019 at 2:00 p.m. at the Company’s offices at Bay Adelaide Centre, 333 Bay Street, Suite 5000, Toronto, Ontario, Canada. A total of 18,686,551 Shares, representing 59.84% of the Company’s 31,225,284 issued and outstanding Shares as at the record date for the Special Meeting, were represented in person or by proxy at the Special Meeting.
The following matter was voted on at the Special Meeting. Full details of the matter are set out in the Company’s management information circular dated April 12, 2019 (the “Circular”), which is available on SEDAR at www.sedar.com.
Approval of the Arrangement Resolution
On a vote conducted by way of ballot, the special resolution (the “Arrangement Resolution”), the full text of which is attached as Schedule “B” to the Circular, approving a proposed plan of arrangement under Section 182 of the Business Corporations Act (Ontario) whereby, among other things, Onex Corporation would acquire all of the issued and outstanding Shares for consideration of $14.25 per Share in cash, subject to applicable adjustments and withholdings, was adopted by: (i) not less than two-thirds of the votes cast by the shareholders of the Company who voted in respect of the Arrangement Resolution at the Special Meeting in person or by proxy; and (ii) not less than a simple majority of the votes cast by the shareholders of the Company who voted in respect of the Arrangement Resolution at the Special Meeting in person or by proxy, excluding votes which may not be included in determining minority approval pursuant to the rules of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
Shareholders present in person or represented by proxy at the Special Meeting voted as follows:
Category of Voting Shareholders
Outcome of the Vote
% of Votes For
% of Votes Against
|All voting shareholders||Approved||18,379,357||98.37%||305,444||1.63%|
All voting shareholders
Dated this 9th day of May, 2019.
GLUSKIN SHEFF + ASSOCIATES INC.
By: “David Morris”
Name: David Morris
Title: Chief Financial Officer