TORONTO, ONTARIO--(Marketwired - Jan. 10, 2014) -
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.
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.