PACIFIC SHORES OWNER ENTERPRISES LTD. Information Circular

Transcription

1 PACIFIC SHORES OWNER ENTERPRISES LTD. Notice of Annual General Meeting of Shareholders To be held on October 27, 2018 Information Circular 1

2 Table of Contents Notice of Annual Meeting of Shareholders 3 Information Circular 4 Matters to be acted upon at the meeting 4 Election of Directors 2019 Budget Approval General Proxy Information 5 Who Can Vote How You Can Vote Exercise of Discretion Quorum and Votes Necessary to Pass Resolutions Right of a Shareholder to Dissent Shareholder Proposals Corporate Governance Disclosure 7 Board of Directors Directorships Committees Statement of Director Expense Reimbursement 7 Director Expense Reimbursement Additional Information 8 Interest of Certain Persons in Matters to be Acted Upon Conflicts of Interest Financial Statements Directors Approval 8 Pacific Shores Owner Enterprises Ltd Stroulger Road Parksville, BC, V9P 9B7 2

3 To our shareholders: Notice of Annual General Meeting of Shareholders (the notice) The Annual General Meeting (the meeting) of Pacific Shores Owner Enterprises Ltd. (PSOE) will be held on October 27, 2018, at 11:00 a.m. (Vancouver time) at the Parksville Community and Conference Centre, 132 E. Jensen Avenue, Parksville, British Colombia, for the following purposes: 1. To call the roll, certify proxies, and issue a voting card for each shareholder attending; 2. To file proof of the notice of the meeting; 3. To receive reports of the board and management; 4. To approve the minutes of the 2017 Annual General Meeting ( ); 5. To receive approved minutes of the most recent board of directors meeting(s); 6. To receive financial statements of PSOE for the fiscal year ended December 31, 2017; 7. To receive the interim financial statements for the period ending August 2018; 8. To approve the operations budget for the fiscal year ended December 31, 2019; 9. To elect the directors for open positions, serving for the ensuing next 2-years; 10. To authorize the board to select and nominate for election representatives to the Strata Council; 11. To transact such other business as may properly come before the meeting or any adjournment of the meeting and to consider any amendment to or variation of any matter identified in this notice. Information circular and form of proxy accompany this notice. The information circular contains details of matters to be considered at the meeting. If you are unable to attend the meeting in person and wish to ensure that your common shares will be voted at the meeting, you must complete, date, execute and deliver the accompanying form of proxy by: fax (949) ; by droadmin@tradingplaces.com; by mail to Pacific Shores Owner Enterprises Ltd, Attn: Nikii Morrison, PO Box 128, Nanoose Bay STN Main, Nanoose Bay, BC V9P 9J9; or by hand to Stroulger Road, Parksville, BC, V9P 9B7; in accordance with the instructions set out in the form of proxy and in the information circular. Dated at Victoria, British Columbia, Canada on September 17, By order of the board of directors Kate Britton, Chairman 3

4 Information Circular As at September 2018 The board of directors (the board ) of Pacific Shores Owner Enterprises Ltd. ( PSOE ) is delivering this information circular (the information circular ) to you relating to the Annual General Meeting of its shareholders (the meeting or AGM ) to be held on October 27, 2018 at the time and place and for the purposes set forth in the accompanying notice of the meeting (the notice ). In this information circular, unless the context otherwise requires, all references to Pacific Shores Owner Enterprises Ltd., PSOE, us and our refer to Pacific Shores Owner Enterprises Ltd. Matters to be acted upon at the meeting The AGM of PSOE will be held on Saturday, October 27, 2018 at the Parksville Community and Conference Centre, 132 E. Jensen Avenue, Parksville, British Colombia. Election of Directors PSOE s Articles provide that the number of directors, excluding additional directors appointed under Article 14.8, shall be between five (5) and nine (9) at the Board s discretion. It is the intention that (a) The board of directors shall consist of a number between five (5) and nine (9); (b) Directors shall be elected for a 2-year term; and (c) During each annual general meeting of PSOE, directors shall be elected to two year terms to fill open positions and the remaining directors shall remain in office for a one-year term. Each director elected will hold office until the second anniversary of the meeting or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with PSOE articles or with the provisions of the Business Corporations Act. 4

5 General Proxy Information Who Can Vote PSOE is authorized to issue 20,000 common shares without par value. The holders of the common shares are entitled to vote at the meeting. As of September 14, 2018, there had been 3987 common shares issued. Any owner of a common share recorded on our share register as holders of common shares can vote at the meeting. Each common share carries the right to one vote. How You Can Vote Registered shareholders (i.e., your common shares are held in your name) may vote your common shares either by attending the meeting in person or, if you do not plan to attend the meeting, by completing the accompanying form of proxy and following the delivery instructions contained herein and in this information circular. Soliciting Proxies, Appointment and Revocation of Proxies The board of directors for PSOE is soliciting proxies for the meeting. If you cannot attend the meeting in person, you may appoint a proxy holder to represent you at the meeting, using the accompanying form of proxy. The individuals named in the accompanying form of proxy are the current Board of Directors for PSOE. You may elect to appoint another person, who need not be a shareholder, to represent you at the meeting by inserting such other person s name in the blank space provided in the form of proxy. A proxy will not be valid unless the completed, signed and dated form of proxy is delivered to Pacific Shores Owner Enterprises Ltd. by fax (949) ; by droadmin@tradingplaces.com; by mail to Pacific Shores Owner Enterprises Ltd, Attn: Nikii Morrison, PO Box 128, Nanoose Bay STN Main, Nanoose Bay, BC V9P 9J9; or by hand to Stroulger Road, Parksville, BC, V9P 9B7; in accordance with the instructions set out in the form of proxy and in the information circular, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the meeting or any adjournment thereof at which the proxy is to be used. A registered shareholder may revoke a proxy: (a) By providing a written notice of revocation to Pacific Shores Owner Enterprises Ltd. by fax (949) ; by droadmin@tradingplaces.com; by mail to Pacific Shores Owner Enterprises Ltd, Attn: Nikii Morrison, PO Box 128, Nanoose Bay STN Main, Nanoose Bay, BC V9P 9J9; or by hand to Stroulger Road, Parksville, BC, V9P 9B7; at any time up to and including the last business day that precedes the day of the meeting or, if the meeting is adjourned, that precedes the reconvening thereof; (b) By providing a written notice of revocation to the chairman of the meeting on the day of the meeting, and before any vote in respect of which the proxy to be used is taken, which you are revoking and voting in person; or (c) In any other manner provided by law. Your revocation of a proxy will not affect a matter on which any vote has already been taken. 5

6 Exercise of Discretion The proxy holder named in the accompanying form of proxy will vote or withhold from voting the common shares. The proxy grants the proxy holder the discretion to vote on: (a) Each matter or group of matters identified in the proxy where you do not specify how you want to vote; (b) Any amendment to or variation of any matter identified in the proxy; and (c) Any other matter that properly comes before the meeting. If you appoint a board of director for PSOE as proxy holder, then the securities represented by this proxy will be voted in favour of each matter put before the meeting or as recommended by the board of directors. Quorum and Votes Necessary to Pass Resolutions Special Majority (Article 11.2) The majority of votes required for PSOE to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution by shareholders present in person or by proxy and entitled to vote on that matter. Quorum (Article 11.3) Subject to article 11.4, the quorum for the transaction of business at a meeting of shareholders is at least two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued common shares entitled to be voted at the meeting. One shareholder may constitute quorum (Article 11.4). If there is only one shareholder entitled to vote at a meeting of shareholders, then: (a) The quorum is one person who is, or who represents by proxy, that shareholder; and (b) That shareholder, present in person or by proxy, may constitute the meeting. Every motion put to a vote at the meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by any shareholder entitled to vote who is present in person or by proxy. With respect to the election of directors, if there are more nominees for election as directors than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation. 6

7 Right of Shareholder to Dissent In accordance with section 238 of the Business Corporations Act, each shareholder has the right to dissent with respect to certain matters to be acted on at the meeting. In order to exercise that right, the dissenting shareholder must provide to the chair, at or before the meeting, a written objection to the resolution in accordance with the procedures set out in the Business Corporations Act. Shareholder Proposals No notice of any shareholder proposal for the purpose of sections 187 to 191 of the Business Corporations Act have been received. Board of Directors Corporate Governance Disclosure PSOE s board of directors currently consists of 7 directors. Directorships None of PSOE s directors currently hold directorships of any reporting issuers in any jurisdiction. Committees PSOE has the following standing committees of its directors: (a) Finance; (b) Deedback/Transfer (c) Communication Director Expense Reimbursement Statement of Director Expense Reimbursement Directors are provided with accommodation at Pacific Shores Resort & Spa during board meetings held in Nanoose Bay or immediate surrounding area and receive reimbursement of actual expenses to cover travel expenses to each board meeting. 7

8 Additional Information Interest of Certain Persons in Matters to be Acted Upon Other than that as set forth in this information circular, no person who has been a director or executive officer of PSOE at any time since the beginning of the last fiscal year, nor any individual proposed to be a director or officer of PSOE, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the meeting, other than the election of directors and ownership of interests in the units of the Pacific Shores Owners Enterprises, Ltd. Conflicts of Interest There may be potential conflicts of interest to which some of the directors and officers of PSOE will be subject to in connection with PSOE operations. In the event that there are any conflicts, then they will be dealt with in accordance with the Business Corporations Act. Financial Statements Copies of the interim financial statements of PSOE for the period ending August 31, 2018 which may include the forecast for the fiscal year ended December 31, 2018 and proposed operations budget for the fiscal year ending December 31, 2019 are provided along with this form of proxy. The financial statements of PSOE for the fiscal year ended December 31, 2017 will be available at the meeting. If you would like to receive an electronic copy of these before the meeting, please access the PSOE Owners Corner at (Login: psoe; password: craigbay) to obtain a copy. Directors Approval The contents of this information circular and its distribution to shareholders have been approved by the board of directors of PSOE. Dated at Victoria, British Columbia, Canada on September 17, By order of the board of directors Kate Britton, Chairman 8