Recent Updates
Recently added Catalysts
ONCY

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2017 - AND

Key Takeaway: NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2017 MANAGEMENT INFORMATION CIRCULAR NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS 1 MANAGEMENT INFORMATION CIRCULAR 2 APPOINTMENT OF PROXY HOLDERS 2 REVOCABILITY OF PROXY 2 SIGNING OF PROXY 3 VOTING OF S

Full Press Release Details

NOTICE OF ANNUAL GENERAL MEETING
OF SHAREHOLDERS TO BE HELD ON MAY 4, 2017
MANAGEMENT INFORMATION CIRCULAR
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS 1
MANAGEMENT INFORMATION CIRCULAR 2
APPOINTMENT OF PROXY HOLDERS 2
REVOCABILITY OF PROXY 2
SIGNING OF PROXY 3
VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES 3
VOTING SHARES AND THE PRINCIPAL HOLDERS OF COMMON SHARES 3
ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES 4
NOTICE-AND-ACCESS 5
BUSINESS OF THE MEETING 5
COMPENSATION DISCUSSION AND ANALYSIS 14
DIRECTOR COMPENSATION 19
EQUITY COMPENSATION PLAN INFORMATION 21
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 25
TERMINATION AND CHANGE OF CONTROL BENEFITS 26
PENSION PLAN BENEFITS 27
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS 27
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 27
INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 27
STATEMENT OF CORPORATE GOVERNANCE PRACTICES 27
ADDITIONAL INFORMATION 31
SCHEDULE A - NEW BY-LAW NO. 1 A-1
SCHEDULE B - AMENDED AND RESTATED STOCK OPTION PLAN B-1
SCHEDULE C - AMENDED AND RESTATED INCENTIVE SHARE AWARD PLAN C-1
SCHEDULE D - MANDATE OF THE BOARD OF DIRECTORS D-1
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF ONCOLYTICS BIOTECH INC.:
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of shareholders of Oncolytics Biotech Inc. (the "Corporation") will be held at the Toronto Region Board of Trade located at First Canadian Place, Suite 350 - 77 Adelaide Street West, Toronto, Ontario M5X 1C1 on May 4, 2017 at 4:00 PM ET. The purpose of the meeting is to consider, and to take action with respect to, the following matters:
Shareholders are referred to the accompanying management information circular dated March 15, 2017 (the "Circular") for more detailed information with respect to the matters to be considered at the Meeting.
A shareholder may attend the Meeting in person or may be represented at the Meeting by proxy. Shareholders who are unable to attend the Meeting in person are requested to date, sign and return the accompanying Instrument of Proxy, or other appropriate form of proxy, in accordance with the instructions set forth in the Circular. An Instrument of Proxy will not be valid unless it is deposited at the offices of Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1. Proxies may also be faxed. Faxes may be forwarded to 1-866-249-7775 for calls within Canada and the U.S. or to 416-263-9524 for calls outside Canada and the U.S. To be accepted, the proxy must be received by 4:00 PM ET on May 2, 2017 which is two days (excluding Saturdays, Sundays and holidays) before the Meeting, or if the Meeting is adjourned, by 4:00 PM ET on the day which is two days (excluding Saturdays, Sundays and holidays) before the date of the adjourned Meeting. A person appointed as proxyholder need not be a shareholder of the Corporation. Only persons registered as holders of common shares on the records of the Corporation as of the close of business on March 24, 2017 are entitled to receive notice of the Meeting.
DATED as of the 15th day of March, 2017.
BY ORDER OF THE BOARD OF DIRECTORS
(signed) Dr. Matthew C. Coffey
President and Chief Executive Officer
ONCOLYTICS BIOTECH INC.
210, 1167 Kensington Crescent NW
MANAGEMENT INFORMATION CIRCULAR
Except where indicated otherwise, the following information is dated as at March 15, 2017 and all dollar amounts are in Canadian dollars.
SOLICITATION OF PROXIES
The information contained in this Management Information Circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Oncolytics Biotech Inc. ("Oncolytics" or the "Corporation") to be used at the annual general meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of the Corporation to be held at the Toronto Region Board of Trade located at First Canadian Place, Suite 350 - 77 Adelaide Street West, Toronto, Ontario M5X 1C1 on May 4, 2017 at 4:00 PM ET, and at any adjournments or postponements thereof, for the purposes set forth in the Notice of Meeting accompanying this Circular (the "Notice of Meeting") and in this Circular. Solicitation of proxies will be primarily by mail, but may also be undertaken by way of telephone, facsimile or oral communication by the directors, officers and regular employees of the Corporation, at no additional compensation. Costs incurred in the preparation and mailing of this Information Circular and related materials and the costs associated with the solicitation of proxies will be borne by the Corporation.
APPOINTMENT OF PROXY HOLDERS
Dr. Matthew C. Coffey and Kirk J. Look (the management designees named in the accompanying Instrument of Proxy) are both officers of the Corporation. Each Shareholder has the right to appoint a person (who does not need to be a Shareholder) other than Dr. Matthew C. Coffey or Kirk J. Look to attend and to act for the Shareholder and on behalf of the Shareholder at the Meeting. To exercise this right, the names of the nominees of management should be crossed out on the accompanying Instrument of Proxy and the Shareholder should insert the name of the Shareholder's appointee in the blank space provided on the Instrument of Proxy or complete another appropriate form of proxy.
A form of proxy will not be valid unless it is deposited at the offices of Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1. Proxies may also be faxed. Faxes may be forwarded to 1-866-249-7775 for calls within Canada and the U.S. or to 416-263-9524 for calls outside Canada and the U.S. To be accepted, the proxy must be received by 4:00 PM ET on May 2, 2016 which is two days (excluding Saturdays, Sundays and holidays) before the Meeting, or if the Meeting is adjourned, by 4:00 PM ET on the day which is two days (excluding Saturdays, Sundays and holidays) before the date of the adjourned Meeting.
REVOCABILITY OF PROXY
A Shareholder who has submitted a form of proxy may revoke it at any time prior to the exercise thereof. A form of proxy may be revoked by the Shareholder personally attending at the Meeting and voting his or her Common Shares. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her duly authorized attorney in writing or, if the Shareholder is a corporation, under its corporate seal or executed by a duly authorized officer or attorney of the corporation and deposited either at the registered office of the Corporation, being
McCarthy T trault LLP, 4000, 421 - 7th Avenue S.W., Calgary, Alberta, T2P 4K9, Attn: Michael Bennett, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the form of proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof.
The Instrument of Proxy must be signed by the Shareholder or the Shareholder's duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer or attorney. An Instrument of Proxy signed by a person acting as attorney or in some other representative capacity (including a representative of a corporate Shareholder) should indicate that person's capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has previously been filed with the Corporation).
VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES
All Common Shares represented at the Meeting by properly executed proxies will be voted on any ballot that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the Common Shares represented by the proxy will be voted in accordance with such instructions. The management designees named in the accompanying Instrument of Proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing them on any ballot that may be called for at the Meeting. In the absence of such direction, the Common Shares will be voted FOR approval of: (i) the fixing of the number of directors at six (6) for the ensuing year; (ii) the election of directors; (iii) a new form of bylaws for the Corporation; (iv) an amended and restated stock option plan for the Corporation; (v) an amended and restated incentive share award plan for the Corporation; (vi) the reappointment of the Corporation's current auditors, at such remuneration as may be determined by the board of directors of the Corporation; and (vii) such other matters that may come before the Meeting, all as more particularly described in this Information Circular. The accompanying Instrument of Proxy also confers discretionary authority upon the persons named therein with respect to amendments of, or variations to, the matters identified in the Notice of Meeting and with respect to other matters that may properly be brought before the Meeting. At the time of printing this Circular, the management of the Corporation knows of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting.
VOTING SHARES AND THE PRINCIPAL HOLDERS OF COMMON SHARES
Voting of Common Shares - General
The record date for the purpose of determining holders of Common Shares is March 24, 2017 (the "Record Date"). Shareholders of record on that date are entitled to receive notice of and attend the Meeting and vote at the Meeting on the basis of one vote for each Common Share held, except to the extent that: (i) a registered Shareholder has transferred the ownership of any Common Shares subsequent to the Record Date; and (ii) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he or she owns the Common Shares and demands, not later than April 24, 2017, which is ten calendar days before the Meeting, that his or her name be included on the Shareholder list before the Meeting, in which case the transferee shall be entitled to vote his or her Common Shares at the Meeting.
The Corporation is authorized to issue an unlimited number of Common Shares. As at March 15, 2017, there are 121,258,222 Common Shares issued and outstanding. At the Meeting, upon a show of hands, every Shareholder present in person or represented by proxy and entitled to vote shall have one vote. On a poll or ballot, every Shareholder present in person or by proxy has one vote for each Common Share of which such Shareholder is the registered holder.
When any Common Share is held jointly by several persons, any one of them may vote at the Meeting in person or by proxy in respect of such Common Share, but if more than one of them are present at the Meeting in person or by proxy and such joint owners of the proxy so present disagree as to any vote to be cast, the joint owner present or represented whose name appears first in the register of Shareholders maintained by Computershare Trust Company of Canada is entitled to cast such vote.
Quorum for the Meeting
At the Meeting, a quorum shall consist of two persons present in person holding or representing by proxy not less than 5% of the votes attached to all outstanding Common Shares. If a quorum is not present at the Meeting within one half hour after the time fixed for the holding of the Meeting, it shall stand adjourned to such day being not less than 21 days later and to such place and time as may be determined by the Chairman of the Meeting. At such Meeting, the Shareholders present either in person or by proxy shall form a quorum.
Approval Requirements
All of the matters to be considered at the Meeting are ordinary resolutions requiring approval by more than 50% of the votes cast in respect of the resolution by or on behalf of Shareholders present in person or represented by proxy at the Meeting.
Principal Holders of Common Shares
To the knowledge of the directors and executive officers of the Corporation, as at the date hereof, no persons or companies beneficially own, directly or indirectly, or exercise control or direction over, shares that carry more than 10% of the voting rights attached to the issued Common Shares.
ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES
The information set forth in this section is for Shareholders who do not hold their Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this Information Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If the Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those shares will not be registered in the Shareholder's name on the records of the Corporation. Such Common Shares will more likely be registered under the names of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. The Corporation does not know for whose benefit the Common Shares registered in the name of CDS & Co. are held. Beneficial Shareholders cannot be recognized at the Meeting for the purposes of voting the Common Shares in person or by proxy except as set forth below. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.
Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The purpose of the voting instruction form supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is limited to instructing the registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for
obtaining instructions from clients to Broadridge Financial Solutions Inc. ("Broadridge"). Broadridge typically mails a voting instruction form to the Beneficial Shareholders and asks Beneficial Shareholders to return the voting instruction forms to Broadridge, in the United States and Canada. Alternatively, Beneficial Shareholders can either call their toll free telephone number to vote their Common Shares or access Broadridge's dedicated voting website at www.proxyvote.com to deliver their voting instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that voting instruction to vote shares directly at the Meeting, as the voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted.
Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder should enter their own names in the blank space on the Instrument of Proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.
We have elected to use the "notice-and-access" provisions under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (the "Notice-and-Access Provisions") for the Meeting in respect of mailings to beneficial holders of our Common Shares (i.e., a shareholder who holds their Common Shares in the name of a broker or an agent) but not in respect of mailings to registered holders of our Common Shares (i.e., a shareholder whose name appears on our records as a holder of Common Shares). The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials which are mailed to shareholders by allowing a reporting issuer to post an information circular in respect of a meeting of its shareholders and related materials online.
A paper copy of the notice of meeting, this Information Circular, and a voting direction will be mailed to those shareholders who do not hold their Common Shares in their own name but who have previously requested to receive paper copies of these materials. Furthermore, a paper copy of the financial information in respect of our most recently completed financial year was mailed to those registered and beneficial holders of our Common Shares who previously requested to receive such information.
We will be delivering proxy-related materials to non-objecting beneficial owners of our Common Shares directly with the assistance of Broadridge. We intend to pay for intermediaries to deliver proxy-related materials to objecting beneficial owners of our Common Shares.
BUSINESS OF THE MEETING
Item 1 - Consolidated Financial Statements and Auditors' Report
The audited financial statements for the financial year ended December 31, 2016 of the Corporation together with the auditors' report thereon have been delivered to the Shareholders. No formal action will be taken at the Meeting to approve the financial statements. If any Shareholder has questions respecting the December 31, 2016 financial statements, the questions may be brought forward at the Meeting.
Item 2 - Fixing Number of Directors of the Corporation
The articles of the Corporation provide for a minimum of 3 directors and a maximum of 11 directors. There are currently six (6) directors. At the Meeting, Shareholders will vote, by ordinary resolution, to fix
the number of directors of the Corporation at six (6). It is the intention of the persons named in the enclosed Instrument of Proxy, if not expressly directed to the contrary in such Instrument of Proxy, to vote such proxies FOR the ordinary resolution to fix the number of directors at six (6).
Item 3 - Election of Directors
At the Meeting, six (6) directors are to be elected. If, prior to the Meeting, any vacancies occur in the slate of proposed nominees herein submitted, the persons named in the enclosed Instrument of Proxy intend to vote FOR the election of any substitute nominee or nominees recommended by management of the Corporation and FOR the remaining proposed nominees.
The term of office for each director of the Corporation is from the date of the Shareholders' meeting at which he or she is elected until the next annual meeting of the Shareholders or until his or her successor is elected or appointed.
All of the nominees are now members of the Board and have been since the dates indicated below. The term of each current director's appointment will expire at the Meeting. It is the intention of the persons named in the enclosed Instrument of Proxy, if not expressly directed to the contrary in such Instrument of Proxy, to vote such proxies FOR the ordinary resolution to elect each of the nominees specified below as directors of the Corporation. Management of the Corporation does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason at or prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion.
The following table sets forth for all persons proposed to be nominated by management for election as directors, their province/state and country of residence, the positions and offices with the Corporation now held by them, their present principal occupation and principal occupation for the preceding five years, the periods during which they have served as directors of the Corporation and the number of Common Shares of the Corporation beneficially owned, directly or indirectly, by each of them, or over which they exercise control or direction as of March 15, 2017.
Name, Municipality of Residence and Date Appointed a Director Present Principal Occupation and Principal Occupation for Preceding Five Years Number of Common Shares beneficially owned and controlled (1)
Matthew C. Coffey, Ph.D. Alberta , Canada Director since May 11, 2011 President and Chief Executive Officer of the Corporation since January 2017. Interim President and Chief Executive Officer from November 2016 to January 2017. From April 1999 to November 2016, Dr. Coffey held other senior management positions with the Corporation, including Chief Operating Officer, and is a co-founder of the Corporation. 288,550
Angela Holtham, (2)(3) FCPA, FCMA, ICD.D Ontario, Canada Director since June 18, 2014 After 8 years as the Vice President Finance and Chief Financial Officer of The Hospital for Sick Children (" SickKids" ) in Toronto, Ms. Holtham now holds a number of Board and Audit Committee governance positions in both the public and private sectors in Canada including IBI Group Inc., the Ontario Financing Authority, and Plexxus (Hospital Administrative Services). Prior to her position at SickKids, Angela held a number of senior positions in both the for-profit and not-for-profit sectors, including 20 years with Nabisco Canada, the last 5 as Senior Vice President and Chief Financial Officer. 30,000
J. Mark Lievonen (2)(4) CM, FCPA, FCA, LLD Ontario, Canada Director since April 5, 2004 Former president of Sanofi Pasteur Limited, a vaccine development, manufacturing and marketing company. Mr. Lievonen has served on a number of industry and not-for-profit boards including Rx&D, BIOTECanada, the 23,000
Name, Municipality of Residence and Date Appointed a Director Present Principal Occupation and Principal Occupation for Preceding Five Years Number of Common Shares beneficially owned and controlled (1)
Public Policy Forum, the Ontario Institute for Cancer Research, York University and Markham Stouffville Hospital, and is a past Chair of Rx&D, BIOTECanada, the Ontario Genomics Institute, and the Markham Stouffville Hospital Foundation. 23,000
Wayne Pisano, MBA (2)(3)(6) New Jersey, USA Director since May 9, 2013 Mr. Pisano has more than 30 years of experience as a pharmaceutical industry executive and was recognized in 2010 as Pharma Executive of the Year by the World Vaccine Congress. Mr. Pisano is the former president and Chief Executive Officer of Sanofi Pasteur, one of the largest vaccine companies in the world. After retiring from Sanofi Pasteur in 2011, he served as the president and Chief Executive Officer of VaxInnate a privately held biotech company until November 2016. Prior to joining Sanofi Pasteur, he spent 11 years with Novartis (formerly Sandoz). He has a bachelor's degree in biology from St. John Fisher College, Rochester NY and an MBA from the University of Dayton, Ohio. 20,000
William G Rice, Ph.D. (4)(5) California, USA Director since June 8, 2015 Chairman, President and Chief Executive Officer of Aptose Biosciences Inc. since 2013; from 2003 to present, Chairman, President and Chief Executive Officer of Cylene Pharmaceuticals Inc.; former Senior Scientist and Head of the Drug Mechanism Laboratory at the National Cancer Institute-Frederick Cancer Research and Development Center; former faculty member in the division of Pediatric Hematology and Oncology at Emory University School of Medicine. Nil
Bernd R. Seizinger, M.D., Ph.D. (3)(5) New Jersey, USA and Munich, Germany Director since June 8, 2015 Chairman of Oxford BioTherapeutics Limited since 2016; Chairman of Aprea Therapeutics AB since 2015; Executive Chairman of CryptoMedix Inc. since 2015; Chairman of Opsona Ltd. from 2009 to 2016; President and CEO of GPC Biotech Inc. from 1998 to 2009; former VP of Oncology Drug Discovery and VP of Corporate and Academic Alliances at Bristol-Myers Squibb; Senior Faculty Member of Harvard Medical School and Massachusetts General Hospital. Nil
Majority Voting Policy
The Board has adopted a Majority Voting Policy which relates to the election of directors. This policy requires that any nominee for director who, on a ballot taken on the election of directors, has a greater number of votes withheld from voting than the number of votes received for his or her election shall tender his or her resignation to the Chair and to the President, subject to acceptance by the Board. The policy does not apply in circumstances involving contested director elections. The Board is required to consider the resignation, having regard to the best interests of the Corporation and all factors considered relevant and to: (i) accept the resignation; (ii) maintain the director but address what the Board believes to
be the underlying cause of the withhold votes; or (iii) reject the resignation. The Board is required to make its decision and announce it in a press release within 90 days of the annual meeting, including, if applicable, the reasons for rejecting a resignation offer. A director who is required to tender a resignation under the policy will not participate in the deliberations of the Board with respect to his or her resignation unless there are fewer than three directors who are not required to tender a resignation, in which event the entire Board will proceed in making the determination. To the extent that the Board accepts one or more director resignations, the Board will also determine whether to fill any vacancy prior to the next meeting of the shareholders.
Corporate Cease Trade Orders or Bankruptcies
None of the above proposed directors are, or within 10 years prior to the date of this Circular have been, a director, chief executive officer or chief financial officer of any company that, while such person was acting in that capacity, was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days.
None of the above proposed directors are, or within 10 years prior to the date of this Circular have been, a director, chief executive officer or chief financial officer of any company that was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
None of the above proposed directors are, or within 10 years prior to the date of this Circular have been, a director or executive officer of any company that, while acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
Personal Bankruptcies
None of the above proposed directors have, within 10 years prior to the date of this Circular, become bankrupt, made a proposal under any bankruptcy or insolvency legislation, been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold their assets.
Penalties and Sanctions
None of the above proposed directors have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or have entered into a settlement agreement with a securities regulatory authority, or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for the proposed director.
Item 4 - Approval of New By-Law No.1
The Board of Directors undertook a review of the Corporation's Bylaw No. 1 and determined that certain provisions were no longer consistent with provisions in the Business Corporations Act (Alberta) (the "ABCA") or were otherwise not appropriate for a public corporation. Rather than amend such provisions, the Board repealed Bylaw No. 1 in its entirety and adopted the bylaws attached as Schedule "A" to this
Circular as the new Bylaw No. 1 of the Corporation. The new Bylaw No. 1 is considerably shorter as it does not duplicate certain provisions contained in the ABCA.
Section 102 of the ABCA provides that the directors may make, amend or repeal bylaws that regulate the business and affairs of the Corporation and that the repeal of the old Bylaws and the adoption of the new Bylaws must be submitted to Shareholders and the Shareholders by ordinary resolution may confirm, reject or amend the bylaw, amendment or repeal.
Shareholders of the Corporation will be asked to approve and ratify the repeal of the previous Bylaw No. 1 enacted and the adoption of the new Bylaw No. 1 made by the Board of Directors on March 9, 2017 by passing the following ordinary resolution:
"BE IT RESOLVED, as an ordinary resolution of the shareholders of Oncolytics Biotech Inc. (the "Corporation") that:
Approval of the foregoing ordinary resolution requires the affirmative vote of a majority of the votes cast in respect thereof by the holders of Common Shares represented at the Meeting. It is the intention of the persons named in the enclosed Instrument of Proxy, if not expressly directed to the contrary in such Instrument of Proxy, to vote such proxies FOR the ordinary resolution to confirm, ratify and approve new By-law No.1 as the bylaws of the Corporation.
Item 5 - Approval of Amended and Restated Stock Option Plan
At the Meeting, Shareholders will be asked to consider and, if deemed advisable, an ordinary resolution ratifying and approving an amended and restated stock option plan (the "Amended Option Plan") for the Corporation. The following is a summary of the material amendments reflected in the Amended Option Plan as compared to the Corporation's stock option plan (the "2015 Option Plan"), as approved at the annual and special meeting of the Shareholders held on June 8, 2015.
Amendment to Number of Common Shares Reserved for Issuance
The Corporation's stock option plan (the "2015 Option Plan"), as approved at the annual and special meeting of the Shareholders held on June 8, 2015, provides for a fixed maximum of 11,412,394 Common Shares reserved for issuance pursuant to the 2015 Option Plan (together with any other security compensation arrangement of the Corporation, including the 2015 Share Award Plan (as defined below)), which as of March 15, 2017 represents approximately 9.41% of the issued and outstanding Common Shares. On March 9, 2017, the Board approved the Amended Option Plan, subject to regulatory and shareholder approval, which includes a change to the number of Common Shares which may be reserved for issuance thereunder such that, if such amendments are approved at the Meeting, the Amended Option Plan will provide that the number of Common Shares reserved for issuance under the Amended Option Plan and all other security based compensation arrangements of the Corporation (including the
Amended Share Award Plan, if approved at the Meeting) in aggregate shall not exceed 10% of the total number of issued and outstanding Common Shares from time to time.
If the Amended Option Plan is approved at the Meeting, the aggregate number of Common Shares issuable pursuant to stock options ("Options") made under the Amended Option Plan, in combination with all other security based compensation arrangements of the Corporation, including the Amended Share Award Plan, would be 12,125,822 Common Shares based on the number of issued and outstanding Common Shares as of March 15, 2017. As of March 15, 2017, there were an aggregate of 10,934,156 outstanding Options and outstanding and vested Share Awards (as defined herein), representing approximately 9.0% of the outstanding Common Shares, as follows: 8,611,327 Common Shares issuable pursuant to outstanding Options; 900,000 Common Shares issuable pursuant to outstanding PSAs (as defined herein), 1,322,829 Common Shares issuable pursuant to outstanding RSAs (as defined herein); and 100,000 RSAs which were issued to former directors of the Corporation have vested and are no longer available for future grants. Accordingly, an aggregate of 1,191,666 Common Shares, being approximately 0.98% of the outstanding Common Shares would be available for future grants of Options and Share Awards as of March 15, 2017.
The Amended Option Plan is also a "re-loading" plan such that any Options that are exercised or cancelled will become available for the grant of subsequent Options under the plan.
Amendment to Amending Provisions
The Amended Option Plan also expands upon and clarifies the circumstances in which the Board may amend the Amended Option Plan and the terms of Options without the requirement to obtain the approval of Shareholders. If the Amended Option Plan is approved at the Meeting, the Amended Option Plan will provide that the Board may, at any time and from time to time, amend the Amended Option Plan or any Option, subject to applicable requirements of the Toronto Stock Exchange ("TSX") and any other stock exchange on which the Common Shares are then listed, without the consent or approval from any holder of Options or Shareholder (provided that no such amendment may be made that will materially prejudice the rights of any holder of previously granted Options without consent by such holder) including without limitation:
Increase to Limits on Annual Grants to Non-Employee Directors
The Amended Option Plan provides for an increase to the limit on the value of all Options granted to any non-management director during a calendar year, as calculated on the date of grant, from $100,000 to $150,000.
The Amended Option Plan also includes certain other amendments to the 2015 Option Plan which do not require Shareholder approval, including an amendment to the meaning of the term "Change of Control" to a more typical formulation than is contained in the 2015 Option Plan, an amendment that provides that upon a Participant ceasing to be an Eligible Person as a result of the termination of such Participant for cause, all Options held by such Participant shall be immediately terminated, and various "housekeeping" and clerical amendments of a non-substantive nature.
The Amended Option Plan has been approved by the TSX, subject to Shareholder approval. A summary of the 2015 Option Plan is provided below under "Equity Compensation Plan Information - 2015 Option Plan" and a copy of the Amended Option Plan is attached as Schedule "B" to this Circular. If the Amended Option Plan is not approved by Shareholders at the Meeting, the 2015 Option Plan will continue as the stock option plan of the Corporation, unamended, and the Corporation will be entitled to continue to grant Options thereunder to the extent of the limits set forth in the 2015 Option Plan.
Amended Option Plan Resolution
Shareholders of the Corporation will be asked to approve and ratify the Amended Option Plan approved by the Board of Directors on March 9, 2017 by passing the following ordinary resolution:
"BE IT RESOLVED, as an ordinary resolution of the shareholders of Oncolytics Biotech Inc. (the "Corporation") that:
Approval of the foregoing ordinary resolution requires the affirmative vote of a majority of the votes cast in respect thereof by the holders of Common Shares represented at the Meeting. It is the intention of the persons named in the enclosed Instrument of Proxy, if not expressly directed to the contrary in such Instrument of Proxy, to vote such proxies FOR the ordinary resolution to ratify and approve the amended and restated stock option plan of the Corporation.
Item 6 - Approval of Amended and Restated Incentive Share Award Plan
At the Meeting, Shareholders will be asked to consider and, if deemed advisable, an ordinary resolution ratifying and approving an amended and restated incentive share award plan (the "Amended Share Award Plan") for the Corporation. The following is a summary of the material amendments reflected in the Amended Share Award Plan as compared to the Corporation's incentive share award plan (the "2015 Share Award Plan"), as approved at the annual and special meeting of the Shareholders held on June 8, 2015.
Amendment to Number of Common Shares Reserved for Issuance
The 2015 Share Award Plan provides for a fixed maximum of 11,412,394 Common Shares reserved for issuance pursuant to the 2015 Share Award Plan (together with any other security compensation arrangement of the Corporation, including the 2015 Option Plan), which as of March 15, 2017 represents approximately 9.41% of the issued and outstanding Common Shares. On March 9, 2017, the Board approved the Amended Share Award Plan, subject to regulatory and shareholder approval, which includes a change to the number of Common Shares which may be reserved for issuance thereunder such that, if such amendments are approved at the Meeting, the Amended Share Award Plan will provide that the number of Common Shares reserved for issuance under the Amended Share Award Plan and all other security based compensation arrangements of the Corporation (including the Amended Option Plan, if approved at the Meeting) in aggregate shall not exceed 10% of the total number of issued and outstanding Common Shares from time to time.
If the Amended Share Award Plan is approved at the Meeting, the aggregate number of Common Shares issuable pursuant to Share Awards made under the Amended Share Award Plan, in combination with all other security based compensation arrangements of the Corporation, including the Amended Share Award Plan, would be 12,125,822 Common Shares based on the number of issued and outstanding Common Shares as of March 15, 2017. As of March 15, 2017, there were an aggregate of 10,934,156 outstanding Options and outstanding and vested Performance Share Awards ("PSAs") and Restricted Share Awards ("RSAs" and, together with the PSAs, "Share Awards"), representing approximately 9.0% of the outstanding Common Shares, as follows: 8,611,327 Common Shares issuable pursuant to outstanding Options; 900,000 Common Shares issuable pursuant to outstanding PSAs, 1,322,829 Common Shares issuable pursuant to outstanding RSAs; and 100,000 RSAs which were issued to former directors of the Corporation have vested and are no longer available for future grants. Accordingly, an aggregate of 1,191,666 Common Shares, being approximately 0.98% of the outstanding Common Shares would be available for future grants of Options and Share Awards as of March 15, 2017.
The Amended Share Award Plan is also a "re-loading" plan such that any Share Awards that are vested and redeemed, or are cancelled, terminated or expire prior to the settlement of all or a portion thereof, shall result in the Common Shares that were reserved for issuance thereunder being available for a subsequent grant of Share Awards pursuant to the plan.
Amendment to Permit Grant of RSAs to Employees and Consultants
Last updated: Apr 14, 2017