Niagara-on-the-Lake, Ontario– September 18, 2014 Diamond Estates Wines and Spirits Inc. (TSXV: DWS) (the “Company”) is pleased to announce the successful completion of its annual general and special meeting of shareholders held on September 17, 2014 (the “Meeting”).
The Company had 33,713,010 or 46% of its issued and outstanding common shares represented at the Meeting either in person or by proxy. At the Meeting, shareholders voted to approve the Company’s stock option plan, which is done annually, approved the re-appointment of MNP LLP, Chartered Accountants, Licensed Public Accountants as auditors of the Company for the ensuing year, and appointed Murray Souter, Harold Wolkin, John Hick, John De Sousa, David Beutel, Keith Harris, and Craig Graham as directors to the board of directors of the Company to hold office until the next annual general shareholder’s meeting or until a successor is elected. In additional, shareholders ratified certain amendments to the Company’s by-laws to (i) permit the issuance of public debt, (ii) enable notices, communication and documents to be distributed to shareholders in accordance with the notice-and-access rules adopted by the securities regulators, and (iii) introduce an advance notice requirement in connection with shareholders intending to nominate directors in certain circumstances (the “Advance Notice Procedures”).
The Advance Notice Procedures set forth a procedure requiring advance notice to the Company by any shareholder who intends to nominate any person for election as director of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the “OBCA”), or (ii) a shareholder proposal made pursuant to the provisions of the OBCA. Among other things, the Advance Notice Procedures set a deadline by which such shareholders must notify the Company in writing of any intention to nominate directors prior to any meeting of shareholders at which directors are to be elected and set forth the information that the shareholder must include in their notice for it to be considered valid.
The Advance Notice Procedures provide a clear and transparent process for all shareholders to follow if they intend to nominate directors. In that regard, the Advance Notice Procedures provide a reasonable time frame for shareholders to notify the Company of their intention to nominate directors and require shareholders to disclose information concerning the proposed nominees that is mandated by applicable securities laws.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 and not more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting 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 may be made not later than the close of business on the 10th day following such public announcement. In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
About Diamond Estates Wines and Spirits Inc.
Diamond Estates Wines and Spirits Inc. is a producer, marketer and distributor of wines, spirits, cider and beer in Canada. The company operates two wineries in the Niagara region of Ontario producing VQA and blended wines under such well-known brand names as 20 Bees, EastDell, Diamond Estates Cellars, Dois Amigos, Hat Trick, Dan Aykroyd, Benchmark, Riders Valley and Seasons. The company also proudly represents and imports several fine wines and spirits from around the world and serves as the marketing and sales agent for these brands in all regions of the country with a dedicated sales force. For further information on the company, please visit the company’s SEDAR profile at www.sedar.com.
For further information about the Company, please contact:
J. Murray Souter
President & CEO
jmurraysouter@diamondwines.com
905 641 1042 Ext 234
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
