New Flyer Adopts Advance Notice By-Law
Winnipeg, Manitoba, Canada – March 21, 2014: (TSX:NFI, TSX:NFI.DB.U) New Flyer Industries Inc. (“New Flyer” or the “Company”) announced today the adoption by its Board of Directors of By-law No. 2 of the Company (the “Advance Notice By-law”), a by-law establishing a framework for advance notice of nominations of directors by shareholders. Among other things, the Advance Notice By-law fixes a deadline by which shareholders must submit a notice of director nominations to New Flyer prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid.
The Advance Notice By-law is similar to the advance notice by-laws adopted by many other Canadian public companies. Specifically, the Advance Notice By-law requires advance notice to the Company in circumstances where nominations of persons for election as a director of New Flyer are made by shareholders other than pursuant to a “proposal” made in accordance with the provisions of the Business Corporations Act (Ontario) (the “Act”) or a requisition of shareholders made in accordance with the provisions of the Act.
In the case of an annual meeting of shareholders, notice to the Corporation must be given not less than 30 and not more than 65 days prior to the date of the annual meeting. 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 given not later than the close of business on the 10th day following the notice date.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Corporation must be given 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 meeting was made.
The Advance Notice By-law is effective immediately. Shareholders of New Flyer will be asked to ratify and confirm the Advance Notice By-law at the next meeting of shareholders. The full text of the Advance Notice By-law has been filed under New Flyer’s profile at www.sedar.com and also posted on New Flyer’s website at www.www.newflyer.com.
About New Flyer
New Flyer, with recently acquired NABI Bus, LLC, is the leading manufacturer of heavy-duty transit buses in the United States and Canada. The Company is the industry technology leader and offers the broadest product line including drive systems powered by: clean diesel, natural gas and electric trolley as well as energy-efficient diesel-electric hybrid vehicles. All buses are supported by an industry-leading comprehensive warranty and support program, and service network. New Flyer and its subsidiary NABI Parts, LLC also operate the transit industry’s most sophisticated aftermarket parts organization, sourcing parts from hundreds of different suppliers and providing support for all types of heavy-duty transit buses.
The New Flyer group of companies employ over 3,000 team members with manufacturing, fabrication, parts distribution and service centers in both Canada and the United States. Further information is available on New Flyer’s web site at www.www.newflyer.com.
The common shares and convertible unsecured subordinated debentures of the Company are traded on the Toronto Stock Exchange under the symbols NFI and NFI.DB.U, respectively.
This press release may contain forward-looking statements relating to expected future events that involve risks and uncertainties. Actual results may differ materially from management expectations as projected in such forward-looking statements for a variety of reasons, including market and general economic conditions, the covenants contained in the Company’s senior credit facility could impact the ability of the Company to fund dividends and the other risks and uncertainties detailed in the disclosure documents filed with the Canadian securities regulatory authorities and available on SEDAR at www.sedar.com. Due to the potential impact of these factors, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.
For further information, please contact:
Jon Koffman, Investor Relations
Tel: (204) 224-6672
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