(i) See the "Non-IFRS Measures" section in the management discussion and analysis dated June 18, 2013.
ADVANCE NOTICE BY-LAW AND SHAREHOLDER RIGHTS PLAN
In other news, on June 18, 2013 the Board of Directors of D-BOX approved amendments to D-BOX's by-laws to include, among other things, an advance notice by-law, which includes a provision that requires advance notice to D-BOX in circumstances where nominations of persons for election to the Board of Directors are made by shareholders of D-BOX other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Canada Business Corporations Act (the "Act"), or (ii) a shareholder proposal made pursuant to the provisions of the Act.
Among other things, the advance notice by-law fixes a deadline by which holders of record of common shares of D-BOX must submit director nominations to D-BOX prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to D-BOX for the notice to be in proper written form.
In the case of an annual meeting of shareholders, notice to D-BOX must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made no later than the close of business on the 10th day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to D-BOX must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
The advance notice by-law is effective from June 18, 2013 until it is confirmed, confirmed as amended or rejected by the shareholders of D-BOX at the upcoming meeting of shareholders. If the advance notice by-law is confirmed or confirmed as amended at the next meeting, it would continue in effect in the form in which it was so confirmed.
If the advance notice by-law is rejected by shareholders at the next meeting, or the directors do not submit the advance notice by-law to the shareholders at the next meeting, the advance notice by-law will cease to be effective from the date of such meeting and no subsequent resolution of the Board of Directors to make, amend or repeal a by-law having substantially the same purpose or effect as the advance notice by-law would be effective until confirmed or confirmed as amended by the shareholders of D-BOX.
A complete copy of the amended by-laws will be filed under D-BOX's profile on SEDAR at www.sedar.com.
D-BOX also announced that its Board of Directors, approved the adoption of a shareholder rights plan (the "Rights Plan") entered into with Computershare Investor Services Inc. as rights agent, effective June 18, 2013.
The purpose of the Rights Plan is to ensure that, in the context of a bid for control of D-BOX through an acquisition of the common shares of D-BOX (the "Shares"), the Board of Directors has sufficient time to consider the bid and assess alternatives for maximizing shareholder value as it considers in its judgment to be in the best interests of D-BOX. Additionally, the Rights Plan: (i) gives shareholders an equal opportunity to participate in such a bid; (ii) gives them adequate time to properly assess the bid; and (iii) lessens the pressure to tender typically encountered by a securityholder of an issuer that is subject to a bid.
D-BOX's Board of Directors is not aware of any third party currently considering or preparing any proposal to acquire control of D-BOX.
The rights plan has been conditionally approved by the Toronto Stock Exchange and is subject to ratification by the shareholders of D-BOX at its annual and special meeting of shareholders anticipated to take place on August 14, 2013.
The Rights Plan is intended to encourage any bid to satisfy certain minimum standards designed to promote fairness. Under the Rights Plan, one right has been issued with respect to each of the Shares issued and outstanding as of the effective date. These rights will become exercisable only when a person, including any party related to it, acquires or attempts to acquire 20 percent or more of the outstanding Shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of D-BOX's Board of Directors.
A complete copy of the Rights Plan will be filed under D-BOX's profile on SEDAR at www.sedar.com.
D-BOX Technologies Inc. designs, manufactures and markets cutting-edge motion systems intended mainly for the entertainment and industrial markets. This unique and patented technology, the D-BOX Motion Code, uses motion effects specifically programmed for each visual content which are sent to a motion system integrated into a platform, a seat or any other product. The resulting motion is perfectly synchronized with the on-screen action, thus creating an unparalleled realistic immersive experience. As of today, many major studios offer D-BOX Motion Code on their motion pictures in commercial theatres, on DVDs and Blu-rays. By reaching agreements with various industry leaders, D-BOX's award-winning motion technology is gradually proving itself as a new global standard. D-BOX is a public company whose shares are traded on the Toronto Stock Exchange under the symbol DBO.
D-BOX® and D-BOX Motion Code® are registered trademarks of D-BOX Technologies Inc. Other names are for informational purposes only and may be trademarks of their respective owners. Visit www.d-box.com for more information.
DISCLAIMER IN REGARDS TO FORWARD-LOOKING STATEMENTS
Certain statements included herein, including those that express management's expectations or estimates of our future performance, constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Investors are cautioned not to put undue reliance on forward-looking statements. The Corporation disclaims any intent or obligation to update publicly these forward looking statements, whether as a result of new information, future events or otherwise.
Vice-President and Chief Financial Officer
D-BOX Technologies Inc.
450-442-3003 ext 296
Marc Jasmin CPA, CMA, President
Jasmin Financial Communications
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