Matters to be Acted Upon
Ceres has called a special meeting of shareholders to be held at the Chairman's Boardroom at One King Street West, Toronto, Ontario on July 24, 2013 at 11:00 am (Toronto time) to consider and, if thought fit, to pass the following resolutions proposed by VN Capital:
a. an extraordinary resolution pursuant to Section 11 of the management agreement between Ceres and Front Street dated December 13, 2007 and amended on April 26, 2010 (the "Management Agreement") approving the termination of the Management Agreement and the provision by Ceres of an irrevocable notice of termination to Front Street terminating such Management Agreement on April 27, 2015 (the "Management Agreement Termination Resolution"); andb. a resolution that Ceres shall not enter into any future agreement providing to Ceres any management and administrative services with either Front Street, Front Street Investment Management Inc. or any of its employees, affiliates, officers, directors, shareholders or beneficiaries (the "No Further Agreement Resolution").
The Management Agreement Termination Resolution is an extraordinary resolution and requires approval by 66 2/3% of the votes validly cast on the resolution at the meeting.
Solicitation by VN Capital
This solicitation is being made by VN Capital and not by or on behalf of the management of Ceres.
VN Capital and its managing members may solicit proxies for the Ceres shareholders' meeting in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications. In addition, in accordance with applicable Canadian laws, proxies may be solicited by mail, telephone, email or other electronic means as well as by newspaper or other media advertising, and in person by managers, directors, officers and employees of VN Capital, who will not be specifically remunerated therefore. Proxies may also be solicited by any other manner permitted under applicable Canadian laws. No agents have been engaged to assist in soliciting proxies on behalf of VN Capital; however, VN Capital reserves the right to engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on behalf of VN Capital. All costs incurred for the solicitation will be borne by VN Capital.
A registered holder of common shares of Ceres that gives a proxy may revoke it: (a) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney, who is authorized in writing, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by the shareholder or by the shareholder's attorney, who is authorized in writing: (i) to or at the registered office of Ceres at any time up to and including the last business day preceding the day the meeting of Ceres shareholders or any adjournment thereof, or (ii) with the chairman of the meeting on the day of, and prior to the start of, the meeting or any adjournment thereof; or (b) in any other manner permitted by law. The address of Ceres is 33 Yonge Street, Suite 600, Toronto, Ontario M5E 1G4. A non-registered holder of common shares of Ceres will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.