GRAND CAYMAN, Cayman Islands, March 3, 2024 /CNW/ – This press release is being issued by Simpson Oil Limited (“Simpson Oil”) in relation to the 2024 Annual General Meeting (“AGM”) of Parkland Corporation (“Parkland”) which is scheduled to be held on 28 March 2024.
As previously announced by Parkland on 31 December 2023, Marc Halley and Michael Christiansen, who had served as nominees of Simpson Oil pursuant to a board nomination agreement (the “Nomination Agreement”) between Simpson Oil and Parkland, resigned from the Parkland Board effective 31 December 2023. In addition, Simpson Oil formally waived its nomination rights under the Nomination Agreement on the same day.
During the term of the Nomination Agreement, Simpson Oil is restricted until 31 March 2024 (the date that is three months after the date on which Simpson Oil waived its nomination rights) from exercising certain shareholder rights, including:
- nominating individuals to stand for election to the Board other than in accordance with the process outlined under the Nomination Agreement; and
- voting its securities other than in accordance with the recommendation of the Board with respect to any election of directors of the Board and certain other matters.
Simpson Oil is also restricted from making any public statement which might undermine, disparage, or reflect adversely on the reputation, qualifications, character, conduct or behavior of Parkland or any of its directors, officers, employees, agents, or representatives.
For the past 10 years, Parkland has held its AGM in the month of May. Simpson Oil waived its rights under the Nomination Agreement on 31 December 2023 in the expectation that it would be able to exercise its shareholder rights free from any restrictions at Parkland’s 2024 AGM.
On 27 February 2024, Parkland gave notice to its shareholders that the 2024 AGM is to be held more than a full month earlier than Parkland has held its AGM at any time in the last 10 years. In addition, Parkland took the unusual step of abridging notice of the record date for the AGM – a step that it has also not done in the prior 10 years.
Due to Parkland’s early scheduling of the AGM, the AGM will be held prior to the expiration of the voting restrictions under the Nomination Agreement.
Simpson Oil holds 34,444,050 common shares (“Parkland Common Shares”) in the capital of Parkland, representing approximately 19.66% of the issued and outstanding Parkland Common Shares. Following the 2024 AGM and the termination of the restrictions under the Nomination Agreement, Simpson Oil will evaluate and consider its ability to fully exercise and protect its shareholder rights.
SOURCE Simpson Oil Limited
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