GuestLogix Inc.
TSX : GXI

GuestLogix Inc.

March 24, 2015 09:00 ET

GuestLogix Announces Change in Date to Annual & Special Meeting of Shareholders and Update of By-Laws

TORONTO, ONTARIO--(Marketwired - March 24, 2015) - GuestLogix Inc. (TSX:GXI), the leading global provider of ancillary-focused merchandising, payment and business intelligence technology to airlines and the passenger travel industry, today announced a change in the date of its Annual & Special Meeting of Shareholders to June 23, 2015.

"GuestLogix' Board of Directors has been very active since we announced our board improvement plan on February 9," said GuestLogix' interim Chairman and President & CEO, Brett Proud. "We remain committed to a robust and objective process that will ultimately benefit all shareholders. Throughout this process we have attracted incredibly experienced and talented business people who recognize the immense growth potential of GuestLogix."

Since the Board made its intentions public on February 9, 2015 it has achieved the following:

  • Appointment of John Gillberry as Lead Independent Director
  • Increase in shareholder visibility into director nomination process
  • Remain on track to add two new independent board members
  • Committed to electing an independent Chairperson from the newly constituted Board

"Having already spoken to many investors, we are extremely confident in the progress of this fulsome and independent process," said John Gillberry, Lead Independent Director, GuestLogix Inc. "We have identified numerous candidates as potential members of the Board, including candidates that have been brought to our attention as a direct result of conversations with our largest shareholders. To maximize the benefit of this process for all shareholders, the Board requires additional time to fully evaluate all candidates."

In addition, the Company's Board of Directors has also approved a new By-Law replacing two previous By-Laws that were initially approved by the Board on July 30, 2007. This includes updates to many of the provisions that have been deemed outdated in light of amendments to the Business Corporations Act (Ontario) ("OBCA"), and new legislation.

The new By-Law includes the addition of an advance notice provision for nominations of directors by shareholders. This provision requires advance notice to GuestLogix when nominations for election to the Board are made by the shareholders of the Company other than pursuant to: (a) a requisition of a meeting made pursuant to the provisions of the OBCA, or (b) a shareholder proposal made pursuant to the provisions of the OBCA. This provision also fixes a deadline by which holders of record of common shares must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company.

The Company's Board believes that this provision is in line with good corporate governance. The provision provides a clear process for shareholders to follow for director nominations and sets out a reasonable time frame for nominee submissions and the provision of accompanying information. The purpose of the provision is to treat all shareholders fairly by ensuring that all shareholders receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner.

Another important enhancement to the new By-Law is granting the Board the option to distribute a notice, document or other information to any person electronically which will enable the Company, moving forward, to utilize the "notice and access" process that came into effect on February 11, 2013, under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102- Continuous Disclosure Obligations.

The new By-Law is effective immediately and will be placed before shareholders for ratification and confirmation at the next Annual & Special Meeting of shareholders of the Company to be held on June 23, 2015. The full text of the new By-Law will be available on SEDAR under the Company's profile.

About GuestLogix

GuestLogix Inc. (TSX:GXI), is a global leader in comprehensive merchandising, payment and business intelligence technology delivered to the passenger travel industry, both onboard and off-board. Bringing over a decade of expertise as the industry's most trusted onboard transaction processing partner to airlines, rail operators and elsewhere in the passenger travel industry, GuestLogix powers the industry's growing reliance on ancillary revenue generation. Both direct to operators as well as through partnerships with global leaders in catering, duty-free, inflight entertainment and self-service retail experts, the Company provides the payment services touching over 1 billion travelling consumers each year. On December 23, 2014, GuestLogix announced the acquisition of OpenJaw Technologies, a Dublin-based technology company focused on travel retailing innovation in the e-commerce segment. GuestLogix' global headquarters and centre for product innovation is located in Toronto, with regional head offices located in Dallas, London, Dublin, Madrid and Hong Kong, and a Product Innovation Lab located in Moncton. More information is available at www.guestlogix.com and www.openjawtech.com.

Forward-Looking Statements

This news release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with GuestLogix' business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts, but reflect GuestLogix' current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risks and Uncertainties" in the Filing Statement filed on March 16, 2015 with the regulatory authorities. GuestLogix assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.

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