TORONTO, ONTARIO — (Marketwired) — 11/28/13 — First Global Data Limited (“First Global” or the “Company”) (TSX VENTURE: FGD) announces that on November 14, 2013, its board of directors (the “Board”) approved and adopted an amendment to its by-laws (“By-Laws”) to include advance notice provisions (the “Policy”), the purpose of which is to require advance notice to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company (the “Shareholders”) other than pursuant to: (i) a requisition of a meeting of Shareholders made pursuant to the provisions of the Business Corporations Act (Ontario) (the “Act”); or (ii) a Shareholder proposal made pursuant to the provisions of the Act.
The Policy fixes a deadline by which Shareholders must submit director nominations to the secretary of the Company prior to any annual or special meeting of Shareholders and sets forth the specific information that a Shareholder must include in the written notice to the secretary of the Company for an effective nomination to occur. No person will be eligible for election as a director of the Company unless nominated in accordance with the provisions of the Policy.
The Board believes that the amendments provide a clear and transparent process for all Shareholders to follow if they intend to nominate directors. In that regard, the amendments provide a reasonable time frame for Shareholders to notify the Company of their intention to nominate directors and require Shareholders to disclose information concerning the proposed nominees that is mandated by applicable securities laws. The Board will be able to evaluate the proposed nominees- qualifications and suitability as directors, and respond as appropriate in the best interests of the Company. The amendments are also intended to facilitate an orderly and efficient meeting process.
In the case of an annual meeting of Shareholders, notice to the Company 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 not 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 the Company 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 Policy is effective immediately and will be placed before Shareholders for ratification at the upcoming annual general and special meeting of Shareholders (the “Meeting”) to be held on December 17, 2013. If the Policy is not confirmed at the Meeting by resolution of Shareholders, the Policy will terminate and be of no further force and effect following the termination of the Meeting.
About First Global
First Global Data Limited (TSX VENTURE: FGD), through its international subsidiaries is in the business of delivering online and mobile money services and technology around the world. Services include payments, mobile peer-to-peer transactions, online and mobile payroll and bill payment solutions. First Global also enables its strategic partners and clients around the world with leading edge mobile and online financial service technology. More than 70 financial institutions and other organizations around the world use First Global technology. First Global maintains a strong focus on compliance and holds licenses in the USA, Canada and other regions around the world. The Corporation-s electronic transaction infrastructure currently extends to approximately 73 countries worldwide. First Global-s goal is to become the global leader in the mobile money and online financial transaction services sector.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking statements based on assumptions, uncertainties and management-s best estimates of future events. Actual results may differ materially from those currently anticipated. Investors are cautioned that such forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements are detailed from time to time in the Corporation-s periodic reports filed with the Ontario Securities Commission and other regulatory authorities. The Corporation has no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts:
First Global Data Limited
Andre Itwaru
Chairman
416.504.3813
416.504.7092 (FAX)
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