Full Press Release Details
IMMUNOPRECISE ANTIBODIES LTD.
Unit 3204 4464 Markham Street
Victoria, BC V8Z 7X8
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 30, 2021
This document requires immediate attention. If you are in doubt as to how to deal with the documents or matters
referred to in this Information Circular, you should immediately contact your advisor.
IMMUNOPRECISE ANTIBODIES LTD.
Unit 3204 4464 Markham Street, Victoria, BC V8Z 7X8
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the Meeting ) of the shareholders of ImmunoPrecise Antibodies Ltd. (the
Company ) will be held via live teleconference on Tuesday, November 30 2021, at 10:00 a.m. (Vancouver, British Columbia time) for the following purposes:
In light of ongoing concerns related to the spread of COVID-19 and in
order to mitigate potential risks to the health and safety of the Company s shareholders, employees and other stakeholders, the Company is conducting the Meeting via live teleconference. Registered shareholders and duly appointed proxyholders
that have properly registered before the Meeting can participate, vote, or submit questions of management at the Meeting. There will be no in-person component to the Meeting and shareholders who wish to attend
the Meeting must do so in accordance with the directions set out in the Information Circular under the heading Voting of Proxies .
Company s board of directors requests that all registered shareholders who will not be attending the Meeting read, date, and sign the accompanying proxy and deliver it to Computershare Investor Services Inc. ( Computershare ).
If a registered shareholder does not deliver a proxy to Computershare, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, Attention: Proxy Unit, by fax at
1-866-249-7775 (in North America) or 1-416-263-9524 (outside North America), or by internet at www.investorvote.com by 10:00 a.m. (Vancouver, British Columbia time) on Friday, November 26, 2021 (or before 48 hours, excluding
Saturdays, Sundays and holidays before any adjournment or postponement of the meeting at which the proxy is to be used), then the shareholder will not be entitled to vote at the Meeting by proxy. Only shareholders of record at the close of business
on October 4, 2021, will be entitled to vote at the Meeting.
If you are a non-registered shareholder of the
Company, please complete and return the materials in accordance with the instructions set forth in the accompanying Information Circular.
Circular and a form of proxy accompany this notice. DATED at Vancouver, British Columbia, the 29th day of October 2021.
ON BEHALF OF THE BOARD OF
IMMUNOPRECISE ANTIBODIES
Chief Executive Officer, President and Director
IMMUNOPRECISE ANTIBODIES LTD.
Unit 3204 4464 Markham Street,
Victoria, BC V8Z 7X8
INFORMATION CIRCULAR
This Information Circular
accompanies the Notice of Annual General Meeting (the Notice ) and is furnished to shareholders holding common shares (the Common Shares ) in the capital of ImmunoPrecise Antibodies Ltd. (the
Company ) in connection with the solicitation by the management of the Company of proxies to be voted at the annual general meeting (the Meeting ) of the shareholders to be held via live teleconference at 10:00
a.m. (Vancouver, British Columbia time) on Tuesday, November 30, 2021, or at any adjournment or postponement thereof.
The date of this Information Circular is October 29, 2021, and unless stated otherwise, all information is provided as of that date. Unless otherwise
stated, all amounts herein are in Canadian dollars.
MANAGEMENT SOLICITATION OF PROXIES
The solicitation of proxies by management of the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made,
without special compensation, by the directors, officers, and employees of the Company. The Company does not reimburse shareholders, nominees or agents for costs incurred in obtaining their principal s authorization to execute forms of proxy,
except that the Company has requested brokers and nominees who hold Common Shares in their respective names to furnish this proxy material to their customers, and the Company may reimburse such brokers and nominees for their related out of pocket
expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The Company will bear the cost of the solicitation.
person has been authorized to give any information or to make any representation other than as contained in this Information Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be
relied upon as having been authorized by the Company. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this
Information Circular. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or
to anyone to whom it is unlawful to make such an offer of solicitation.
APPOINTMENT AND REVOCATION OF PROXY
Appointment of Proxy
Registered shareholders are
entitled to vote at the Meeting or at any adjournment or postponement thereof. A shareholder is entitled to one vote for each Common Share that such shareholder holds on the record date of October 4, 2021, on the resolutions to be voted upon at
the Meeting, and any other matter to come before the Meeting or at any adjournment or postponement thereof.
The persons named as proxyholders (the
Designated Persons ) in the enclosed form of proxy are directors and/or officers of the Company.
A SHAREHOLDER HAS THE RIGHT TO
APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR OR ON BEHALF OF THAT SHAREHOLDER AT THE MEETING, OTHER THAN THE DESIGNATED PERSONS NAMED IN THE ENCLOSED FORM OF PROXY.
TO EXERCISE THE RIGHT, THE SHAREHOLDER MAY DO SO BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME
OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON, IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY. SUCH SHAREHOLDER SHOULD NOTIFY THE NOMINEE OF THE APPOINTMENT, OBTAIN THE NOMINEE S CONSENT TO ACT AS PROXY AND SHOULD PROVIDE
INSTRUCTION TO THE NOMINEE ON HOW THE SHAREHOLDER S COMMON SHARES SHOULD BE VOTED. THE NOMINEE SHOULD BRING PERSONAL IDENTIFICATION TO THE MEETING.
In order to be voted, the completed form of proxy must be received by the Company s registrar and transfer agent, Computershare Investor Services Inc.
( Computershare ) at their offices located at 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, Attention: Proxy Unit, by fax at 1-866-249-7775 (in North America) or
1-416-263-9524 (outside North America), or by internet at www.investorvote.com no later than forty-eight hours (excluding
Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment or postponement thereof.
A proxy may not be valid unless it is dated
and signed by the shareholder who is giving it or by that shareholder s attorney-in-fact duly authorized by that shareholder in writing or, in the case of a
corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If a form of proxy is executed by an
attorney-in-fact for an individual shareholder or joint shareholders, or by an officer or
attorney-in-fact for a corporate shareholder, the instrument so empowering the officer or
attorney-in-fact, as the case may be, or a notarially certified copy thereof, must accompany the form of proxy.
Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting must submit their form of proxy prior to registering the
proxyholder to participate in the teleconference. Registering a proxyholder to participate in the teleconference is an additional step once the shareholder has submitted their form of proxy. Failure to complete the teleconference registration will
result in the proxyholder not receiving a PIN. Without a PIN, proxyholders will not be able to vote or ask questions at the Meeting. To register a proxyholder, shareholders must visit the following link prior to 10:00 a.m. (Vancouver, British
Columbia time) on November 26, 2021:
In order to receive the details so that you may forward them to your proxyholder, enter your email address on the first screen, then complete the balance of
the registration process using your proxyholder s details. You will receive a confirmation email with a calendar booking and will need to forward this to your proxyholder. Alternatively, you may use your proxyholder s details throughout
and advise them to watch for the confirmation email. See below under How to Attend the Meeting for further details on the registration process.
If a shareholder who has submitted a proxy attends the Meeting and has accepted the terms and conditions when entering the Meeting, any votes cast by such
shareholder on a ballot will be counted and the submitted proxy will be disregarded.
Revocation of Proxies
A shareholder who has given a proxy may revoke it at any time before it is exercised by an instrument in writing: (a) executed by that shareholder or by
that shareholder s attorney-in-fact authorized in writing or, where the shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at the address set forth above, at any time up to and including the last business
day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any
reconvening thereof, or (iii) in any other manner provided by law.
Also, a proxy will automatically be revoked by either: (i) attendance at the
Meeting and participation in a poll (ballot) by a shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any
Manner of Voting by Proxy
A shareholder may indicate the
manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the Common Shares represented by the
proxy will be voted or withheld from voting in accordance with the instructions given in the proxy. If the shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the Common Shares represented will be voted or
withheld from the vote on that matter accordingly. The Common Shares represented by a proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder
specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.
IF NO CHOICE IS SPECIFIED IN THE
PROXY WITH RESPECT TO A MATTER TO BE ACTED UPON, THE PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO THAT MATTER UPON THE DESIGNATED PERSONS NAMED IN THE FORM OF PROXY. IT IS INTENDED THAT THE DESIGNATED PERSONS WILL VOTE THE COMMON SHARES
REPRESENTED BY THE PROXY IN FAVOUR OF EACH MATTER IDENTIFIED IN THE PROXY AND FOR THE NOMINEES OF THE COMPANY S BOARD OF DIRECTORS FOR DIRECTORS AND AUDITOR.
The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the
Meeting, including any amendments or variations to any matters identified in the Notice, and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company is not aware
of any such amendments, variations, or other matters to come before the Meeting.
In the case of abstentions from, or withholding of, the voting of the
Common Shares on any matter, the Common Shares that are the subject of the abstention or withholding will be counted for determination of a quorum but will not be counted as affirmative or negative on the matter to be voted upon.
How to Attend the Meeting