At the Meeting, Shareholders will be asked to consider, among other items of business, a special resolution approving articles of amendment of the Company (the 'Amended Articles').
The Amended Articles amend the existing articles of the Company by authorizing the directors of the Company to appoint one or more directors between meetings of Shareholders, which directors shall hold office for a term expiring not later than the close of the next annual meeting of Shareholders following this appointment, provided that the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual meeting of Shareholders (the 'Board Authorization'). The Company may identify an individual who could make a valuable contribution to the Company as a director in between annual meetings of the Shareholders. The adoption of the Board Authorization would permit the Company to capitalize on opportunities to invite individuals to take the position of director without first creating a vacancy by requiring a current director to resign. By adopting the Board Authorization, it will be possible to more quickly take advantage of opportunities to augment the board of directors of the Company. At the same time, given the limitation on the number of directors who can be added between meetings and the expiry of the term of such directors at the next annual meeting, the Shareholders maintain their control over the composition of the board of directors of the Company. Management recommends that the Shareholders vote for the special resolution which authorizes and approves the Amended Articles. The Amended Articles will only be effective if passed by a special resolution of Shareholders holding at least 66% of the common shares of the Company present in person or by proxy at the Meeting and entitled to vote at the Meeting. The
About Gensource
Gensource is a fertilizer development company based in
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