NAPEC Inc.
TSX : NPC

NAPEC Inc.

November 13, 2015 08:30 ET

NAPEC Inc. Announces Adoption of an Advance Notice By-Law

DRUMMONDVILLE, QUEBEC--(Marketwired - Nov. 13, 2015) - NAPEC Inc. ("NAPEC" or "the Corporation") (TSX:NPC) announces that as part of its annual review of governance practices, its Board of Directors adopted, on November 6, 2015, an advance notice by-law (the « By-Law »). The By-Law requires that an advance notice be given to NAPEC when shareholders intend to nominate candidates for election as directors of the Corporation otherwise than pursuant to (i) a notice of meeting given in accordance with the provisions of the Canada Business Corporations Act (the "Act") or (ii) a shareholder proposal made in accordance with the provisions of the Act. In adopting the By-Law, NAPEC has drawn on good governance practices for the election of directors.

Among other provisions, the By-Law fixes a deadline for presentation to the Corporation by shareholders of the notice of nomination of directors prior to an annual or special meeting of shareholders at which directors are to be elected. It also sets out the information that must be provided by the shareholder for the notice to be valid.

In the case of an annual meeting of shareholders, the advance notice to NAPEC must be given at least 30 days and no more than 65 days before the date of the annual meeting, provided, however, that if the annual meeting of shareholders is to be held less then 50 days after the date of the first public announcement of the date of the annual meeting, a shareholder nominating a candidate may give notice no later than the close of business on the 10th day following the date of such public announcement.

In the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), the advance notice to NAPEC must be given no later than the close of business on the 15th day following the date of the first public announcement of the date of the special meeting of shareholders.

The By-Law takes effect immediately until ratified by shareholders at the next annual and special meeting of shareholders. The full text of the By-Law is available under the Corporation's profile in the SEDAR database at www.sedar.com.

OVERVIEW OF THE CORPORATION

NAPEC is a corporation operating in the energy sector. The Corporation is a leading service provider to the public utility and heavy industrial markets mainly in Quebec, Ontario and the eastern United States. NAPEC and its subsidiaries build and maintain electrical transmission and distribution grids, as well as networks for gas utilities. In addition, the Corporation installs gas-powered and electric-powered heavy equipment for utilities, gas-fired industrial power plants, and petrochemical facilities in North America.

Further information regarding NAPEC is available in the SEDAR database (www.sedar.com) and on the Corporation's website at www.napec.ca.

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