Sherritt Sets Date for Meeting of Shareholders
January 10 2014 - 10:47AM
Marketwired Canada
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Sherritt International Corporation ("Sherritt") (TSX:S) announced today that it
has selected May 6, 2014 as the date for Sherritt's annual and special meeting
of shareholders. The record date for determining shareholders entitled to vote
at the meeting has been set as March 18, 2014. Sherritt will provide further
information about the meeting in a management information circular that will be
mailed to shareholders and posted to the Corporation's website and SEDAR.
On December 23, 2013 Sherritt received a requisition for a special meeting of
shareholders, a copy of which is attached. The requisition was made by Clarke
Inc. and other shareholders affiliated with George Armoyan, who together
beneficially own approximately 5% of the shares. It asks for a shareholders
meeting for the purpose of removing from office four of the current independent
directors of Sherritt, reducing the total size of the Board from nine to seven
individuals and electing as directors George Armoyan and two employees of
Armoyan-controlled companies, Dustin Haw and Michael Rapps. It also asks that
shareholders approve a policy whereby payments made to directors to compensate
them for effects of the United States Helms-Burton Act be paid only if directors
are actually banned from entering the United States as a result of the
legislation.
The requisition contains an inconsistency in that it requires the removal of
four directors and the election of three, which would result in a total Board of
eight, not seven as contemplated by the second item of business in the
requisition. Any reduction in the number of directors below nine would require
the passage of a special resolution of shareholders, being a resolution
supported by at least two-thirds of the votes cast by the shareholders. Despite
this inconsistency and other deficiencies, Sherritt has determined that it is in
the best interests of the company and its shareholders to proceed to call the
special meeting to be held on May 6, 2014 together with the annual general
meeting.
Sherritt's Board of Directors has in place a special advisory committee
comprising Harold ("Hap") Stephen, as Chair, R. Peter Gillin and Adrian Loader,
each of whom is an independent director of Sherritt. The Special Committee's
mandate includes advising the full Board of Directors in responding to issues
raised by shareholders such as the requisition notice.
Sherritt also announced the adoption of an advance notice by-law (the "By-law")
relating to the nomination of directors by shareholders. The purpose of the
By-law is to provide a fair and transparent procedure for nominating directors.
The By-law ensures that Sherritt and its shareholders will receive adequate
prior notice of director nominations, as well as sufficient information on all
the nominees, by requiring shareholders to submit a notice of director
nominations within a prescribed period in advance of a shareholder meeting for
the election of directors. This will facilitate an orderly and efficient meeting
process.
The By-law is effective immediately and will be placed before shareholders for
ratification at the annual and special meeting of shareholders called for May 6,
2014.
The full text of the By-law is available at www.sedar.com or upon request by
contacting Sherritt.
About Sherritt
Sherritt is a world leader in the mining and refining of nickel from lateritic
ores with projects and operations in Canada, Cuba, Indonesia and Madagascar. The
Corporation is the largest thermal coal producer in Canada and is the largest
independent energy producer in Cuba, with extensive oil and power operations
across the island. Sherritt licenses its proprietary technologies and provides
metallurgical services to mining and refining operations worldwide. The
Corporation's common shares are listed on the Toronto Stock Exchange under the
symbol "S".
To view the letter associated with this press release, please visit the
following link: http://media3.marketwire.com/docs/Sherritt-0110.pdf.
FOR FURTHER INFORMATION PLEASE CONTACT:
Investor inquiries:
Sherritt International Corporation
416-935-2451 or Toll-free: 1-800-704-6698
investor@sherritt.com
Media inquiries:
Sherritt International Corporation
416-935-2421 or Toll-free: 1-888-625-3448
communications@sherritt.com
www.sherritt.com
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