KNOXVILLE, TENNESSEE — (Marketwired) — 11/25/13 — Xinergy Ltd. (TSX: XRG) (“Xinergy” or the “Company”), a U.S. Central Appalachian coal producer, announced today amendments to its by-laws to include an advance notice provision (the “Provision”) which requires advance notice to the Company in circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Company other than pursuant to: (i) the requisition of a meeting, or (ii) a shareholder proposal, both made pursuant to the provisions of the Business Corporations Act (Ontario) (the “Act”).
Among other things, the Provision fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company.
In the case of an annual meeting of shareholders, notice to the Company must be provided not less than 30 days nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is called for 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 provided no 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 Company believes that adopting the Provision is considered to be good corporate governance. The Provision provides a clear process for shareholders to follow for director nominations and sets out a reasonable time frame for nominee submissions and the provision of accompanying information. The purpose of the Provision is to treat all shareholders fairly by ensuring that all shareholders receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, the Provision should assist in facilitating an orderly and efficient meeting process.
The amended by-laws, which include the Provision, are effective as of the date they were approved by the Board of Directors, being November 14, 2013. In accordance with the Act, the amendments to the Company–s by-laws are subject to confirmation by shareholders at its next annual meeting of shareholders. The amended by-laws, which contain the full text of the Provision, are available under the Company–s profile on SEDAR at .
About Xinergy Ltd.
Headquartered in Knoxville, Tennessee, Xinergy, through its wholly owned subsidiary Xinergy Corp. and its subsidiaries, is engaged in coal mining in West Virginia and Virginia. Xinergy sells high quality thermal and metallurgical coal to electric utilities, steelmakers, energy trading firms and industrial companies. For more information, please visit .
Contacts:
Xinergy Ltd.
Michael R. Castle
Chief Financial Officer
865-474-7000