Innovative Composites International, Inc. (ICIZF: OTCQX International) | INNOVATIVE COMPOSITES INTERNATIONAL INC. ANNOUNCES ADVANCED NOTICE BY-LAW
May 7, 2013 - Toronto, Ontario - Innovative Composites International Inc. (“ICI” or the
“Company”), (TSXV: IC) (OTCQX: ICIZF), a producer of proprietary engineered composite
products, announced today that its board of directors (the “Board”) has approved the amending
and restating of the Company’s by-laws to introduce an advance notice requirement in connection
with shareholders intending to nominate directors in certain circumstances (the “Advance Notice
Procedures”).
The Advance Notice Procedures set forth a procedure requiring advance notice to the Company
by any shareholder who intends to nominate any person for election as director of the Company
other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the
Business Corporations Act (Ontario) (the “OBCA”), or (ii) a shareholder proposal made pursuant
to the provisions of the OBCA. Among other things, the Advance Notice Procedures set a
deadline by which such shareholders must notify the Company in writing of any intention to
nominate directors prior to any meeting of shareholders at which directors are to be elected and
set forth the information that the shareholder must include in their notice for it to be considered
valid.
The Advance Notice Procedures provide a clear and transparent process for all shareholders to
follow if they intend to nominate directors. In that regard, the Advance Notice Procedures 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.
In the case of an annual meeting of shareholders, notice to the Company must be made not less
than 20 and not 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 Advance Notice Procedures is effective immediately and will be placed before shareholders
for ratification at the upcoming annual meeting of shareholders of the Company (the “Meeting”)
to be held on June 6, 2013.
The Advance Notice Procedures are in effect until confirmed, confirmed as amended or rejected
by shareholders at the Meeting and, if confirmed at the Meeting, the Advance Notice Procedures
will continue in effect in the form in which they were so confirmed.
About Innovative Composites International Inc.
Headquartered in Toronto, Canada, Innovative Composites International Inc. (TSXV: IC)
(OTCQX: ICIZF) is a high-tech engineering and manufacturing company whose goal is to utilize
its proprietary “green” composite materials and building systems to provide innovative,
engineered product solutions to markets that include prefabricated modular housing, shelters and
containers, and industrial applications.
To find out more about ICI please visit our website at: www.innovativecompositesinc.com.
Contact Information:
Sam Greiss
Chief Financial Officer
(416) 646 0754
sgreiss@innovativecompositesinc.com
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.
Statements made in this press release include forward-looking statements that involve a number
of risks and uncertainties. These statements relate to future events or future performance and
reflect management's current expectations and assumptions. A number of factors could cause
actual events, performance or results to differ materially from the events, performance and
results discussed in the forward-looking statements, such as the economy, generally, competition
in its target markets, the demand for ICI’s products and the availability of funding. These
forward-looking statements are made as of the date hereof and ICI does not assume any
obligation to update or revise them to reflect new events or circumstances. Actual events or
results could differ materially from ICI’s expectations and projections.
