11:12:49 EDT Fri 26 Apr 2024
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Redknee Solutions Inc
Symbol RKN
Shares Issued 108,292,436
Close 2017-03-29 C$ 1.27
Market Cap C$ 137,531,394
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Redknee shareholders elect three directors at AGM

2017-03-29 18:46 ET - News Release

Ms. Christina Jones reports

REDKNEE RELEASES RESULTS OF ANNUAL AND SPECIAL MEETING

Christina Jones, Farhan Thawar and Keith Graham were elected to the board of directors at Redknee Solutions Inc.'s annual and special meeting of shareholders held earlier today. In addition, a resolution to approve all unallocated stock options under Redknee's stock option plan and a resolution to amend and restate Redknee's articles to redesignate the common shares of the company as subordinate voting shares were also passed by Redknee shareholders at the meeting. Detailed results of the votes are found herein.

             ELECTION OF DIRECTORS VOTING RESULTS

                Number of shares for    Number of shares withheld
                                                            
Christina Jones   47,198,531 (59.70%)       31,862,612    (40.30%)   
Farhan Thawar     47,292,359 (59.82%)       31,768,784    (40.18%)   
Keith Graham        52,022,096 (100%)        0             (0.00%)    

Unallocated stock options

The report provided by the scrutineers at the meeting in respect of the common shares voted by ballot was as set out in the attached unallocated stock options table.

                 UNALLOCATED STOCK OPTIONS VOTING RESULTS  

Number of votes for   Number of votes against   Percentage of total votes for
                                                                          
55,228,142                         23,833,001                           69.85%                        

Redesignation of common shares

The report provided by the scrutineers at the meeting in respect of the common shares voted by ballot was as set out in the attached redesignation of common shares voting results.

             REDESIGNATION OF COMMON SHARES VOTING RESULTS

Number of votes for   Number of votes against   Percentage of total votes for
                                                                          
54,026,404                         25,034,739                           68.33%                        

On Jan. 26, 2017, the company issued 800,000 Series A preferred shares to Wave Systems Corp. The investor, as the holder of the Series A preferred shares, is entitled to elect a number of directors who will be a majority of the board, with the holders of the common shares being entitled to elect the balance of the directors, which resulted in the common shares becoming restricted securities under applicable securities laws and the Toronto Stock Exchange company manual, on Jan. 26, 2017. The company will file today amended and restated articles to give effect to the redesignation of the common shares as subordinate voting shares.

There are certain risks involved in an investment in subordinate voting shares, including those risks identified by the company in the company's management information circular dated Dec. 27, 2016, and other disclosure documents. The Series A preferred shares are transferable by the holder thereof without the consent of Redknee, including the right of the holder to elect a majority of the board. The holders of the subordinate voting shares do not have coattail protections, which would ensure that, in the event of an offer to acquire the Series A preferred shares, the holders of the subordinate voting shares would be entitled to participate in the transaction on an equal footing with the holders of the Series A preferred shares. In the absence of any coattail protection, if a control premium is offered for the acquisition of the Series A preferred shares, that premium will not be shared with the holders of the subordinate voting shares. Canadian securities regulatory authorities may intervene in the public interest to prevent an offer to holders of the Series A preferred shares being made or completed where such offer is abusive of the holders of subordinate voting shares who are not subject to that offer. Partial redemptions of the Series A preferred shares do not reduce the entitlement of the holders of such shares to elect a majority of the board. The Series A preferred shares include a provision that allows the directors who are independent of the holders of such shares to redeem the Series A preferred shares, without the payment of a premium. In addition, the financing of any redemption of the Series A preferred shares is within the discretion of such independent directors. These provisions are intended to limit the likelihood that a third party would pay a premium for the Series A preferred shares as a means by which to acquire the right to elect a majority of the board. The company has no current intention to redeem the Series A preferred shares in part only.

About Redknee Solutions Inc.

Redknee monetizes today's digital world. It provides a complete portfolio of mission-critical monetization and subscriber management solutions and services that allow communications service providers to charge for things in new and innovative ways. Redknee's real-time billing, charging, policy and customer care offerings provide the agility and scalability to drive a unique user experience, increase profitability, and support any new product or business model. Available on premise, cloud based or as a software as a service, Redknee's low-risk, flexible solutions power more than 250 communication service providers across the globe.

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