April 17, 2014
AuRico Gold Inc. (TSX: AUQ) (NYSE: AUQ),
("AuRico" or the "Company") today announced that its board of directors (the "
") has adopted a by-law which introduces an advance notice requirement in connection with shareholders intending to nominate directors in certain circumstances (the "
Advance Notice By-Law
In particular, the Advance Notice By-Law sets 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
), or (ii) a shareholder proposal made pursuant to the provisions of the OBCA. Among other things, the Advance Notice By-Law sets a deadline by which such shareholders must notify the Company in writing of an 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 the notice for it to be valid.
The Board believes that the Advance Notice By-Law provides a clear and transparent process for all shareholders to follow if they intend to nominate directors. In that regard, the Advance Notice By-Law provides 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 Advance Notice By-Law is 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 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 10
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 15
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 immediately and will be placed before shareholders for ratification at the upcoming annual and special meeting of shareholders of the Company to be held at TMX Broadcast Centre, 130 King Street West,
Friday, May 9, 2014
time). For more information on the Company's meeting, please refer to the Management Proxy Circular dated
April 9, 2014.
A copy of the Advance Notice By-Law has been filed under the Company's profile at
The Advance Notice By-Law is in effect until it is confirmed, confirmed as amended or rejected by shareholders at the meeting and, if the Advance Notice By-Law is confirmed at the meeting, it will continue in effect in the form in which it was so confirmed.