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Rob Snyder Sends Letter To Just Energy Seeking Special Meeting Of Shareholders To Consider Sought Board Changes, Nominees

Canadian Regulations Grant Shareholders Right To Call Meeting If Board Declines Request

March 17, 2020

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Copyright 2010-20
Reporting by Paul Ring •

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Rob Snyder, as Trustee for The Robert L. Snyder Trust - 2005 Stream, on March 17 sent a letter to Just Energy Group Inc. requesting that the company call a special meeting of the shareholders to consider modifying the size of the company's Board of Directors, to remove certain current board members, and to consider various individuals to fill vacancies created by such proposed action

As previously reported, The Robert L. Snyder Trust - 2005 Stream controls about 9.3% of the common shares of Just Energy Group Inc.

As exclusively first reported by, Snyder previously issued a shareholder proposal, for inclusion in Just Energy's Management Information Circular for the upcoming 2020 Annual General Meeting of Shareholders of Just Energy Group, Inc., to nominate six individuals for election to Just Energy's Board of Directors, in addition to other Board changes

Snyder is now seeking a special meeting of shareholders, under section 143 of the Canada Business Corporations Act, to consider various proposed Board changes at Just Energy

Section 143 provides that the holders of not less than five per cent of the issued shares of a corporation, that carry the right to vote at a meeting sought to be held, may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition. If the directors of a corporation do not call such a meeting within twenty-one days, section 143 generally provides that any shareholder who signed the requisition may then call the meeting. Snyder's letter states that Snyder himself expects to call the meeting under this provision if the company does not call such meeting

Snyder's letter, filed with the U.S. SEC as part of an amended Schedule 13D/A, states, "The undersigned, being the holder of not less than 5% of the issued and outstanding common shares of Just Energy Group Inc. (the 'Corporation'), after several rounds of unhelpful exchanges with the leadership of the Corporation, now hereby requisitions the directors of the Corporation to forthwith call a special meeting of the shareholders of the Corporation (the 'Meeting') pursuant to the provisions of section 143 of the Canada Business Corporations Act (the 'CBCA') to be held for the following purposes..."

Snyder's letter states that such purposes to the Meeting are:

• "to consider an ordinary resolution to fix the current size of the Board of Directors of the Corporation at eight members in accordance with the articles and by-laws of the Corporation;

• "to consider an ordinary resolution to remove from office the following current directors of the Corporation pursuant to subsection 109(1) of the CBCA;

      --- R. Scott Gahn

      --- Walter Higgins

      --- Rebecca MacDonald

      --- William F. Weld

• "to fill the vacancies created by the removal of the four current directors and the addition of two more directors of the Corporation, with the following nominees:

      --- David Whipple Crane

      --- Steven John Murray

      --- Daniel James O’Malley

      --- Barry Thomas Smitherman

      --- Robert Lloyd Snyder

      --- Richard Daniel Squires

• "to conduct such other business as may properly come before the Meeting, including matters necessary or desirable to implement the foregoing."

Snyder's letter states, "The undersigned requests that the Meeting be held as soon as possible: and notes that, if the Corporation does not call the Meeting within 21 days after receiving this requisition, the undersigned himself intends to call the Meeting in accordance with Section 143(4) of the CBCA."

The six Board nominees in Snyder's letter are the same as previously proposed for consideration at the company's upcoming 2020 Annual General Meeting of Shareholders

As previously reported, in addition to Snyder, the slate of nominees includes veteran retail energy leaders -- Crane, Murray, and O’Malley -- as well as former PUC Chair Smitherman

See our prior story on the nominees for detailed biographical info

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