Notes from AGM PDF
MATTERS TO BE ACTED UPON AT THE MEETING Financial Statements The Glenbriar board has approved the audited financial statements for the year ended September 30, 2004 that accompany this Circular. Appointment of Auditors The persons named in the proxy will vote to appoint Deloitte & Touche, Chartered Accountants, Calgary, Alberta, to hold office until the next annual meeting at a remuneration to be fixed by the board of directors. Deloitte & Touche were originally appointed Glenbriar's auditors on November 29, 1994. Election of Directors Directors serve 1-year terms, with the full board being elected at each annual meeting. The persons named in the proxy intend to vote "FOR" the election of the nominees listed below to serve until the next annual meeting following this meeting unless otherwise directed in the proxy. The number of Common Shares owned or controlled, directly or indirectly, by each director is as follows: Name & residence Principal occupation for last 5 years Director since Shares owned or controlled Jean-Sebastien Leroux A Toronto, Ontario Director. President, CEO and owner of Proex Inc., a private placement and consultancy firm since 1998. October 12, 2004 nil Glenn F. H. Matheson Vancouver, B.C. Director. Executive Vice-President & COO since July 1997. July 15, 1994 4,456,600 Robert D. Matheson A Calgary, Alberta Chairman since 1994. President & CEO since March 1997. July 15, 1994 4,909,420
David A. Moser Waterloo, Ontario Vice-President, Ontario Region since December 2000, and President of Peartree Software Inc., a Glenbriar subsidiary, since June 2001. Prior to that, President, Moser Computer Services Inc., a private IT consultancy acquired by Glenbriar in December 2000. April 1, 2003 710,000 Brian Tijman Richmond, B.C. Director, CFO & Controller since July 1994. July 15, 1994 3,414,650 Peter Varteresian A Halifax, N.S. Director. President, MPV Capital, a private financial consultancy in Halifax, NS since August 2004. November 2003 to August 2004, CFO for Preclarus Technologies Inc. of Truro, NS. From August 2002 to October 2003, Financial Planner for RBC Investments in Halifax. From September 1999 to August 2002, Financial Planner and Investment Advisor for CIBC Wood Gundy in Halifax. From November 1997 to August 1999, Associate Advisor and mutual funds reconciliation specialist for RBC Dominion Securities in Toronto. October 20, 2004 nil A. Audit Committee Members
- 4 Certain directors of Glenbriar are involved directly or indirectly with other information technology companies or financial services companies, which may create conflicts of interest. In addition, certain directors may provide services to Glenbriar from time to time for remuneration, whether as employees, officers, independent contractors or agents, which services place them in direct conflict with Glenbriar. Under the Alberta Business Corporations Act, directors with conflicts must disclose the conflict and may also have to abstain from voting on matters related to the conflict. Glenbriar seeks to reduce these conflicts through disclosure, independent approval from disinterested directors, and reducing relationships to written contracts when deemed appropriate by the board of directors.
Messrs. Leroux and Varteresian are independent directors. All other members of management shown above are full time employees of Glenbriar or its subsidiaries. All directors and officers are subject to the usual statutory and common law fiduciary duties incumbent on all officers and directors under corporate, securities and employment law. Mr. Leroux’s company, Proex Inc., is party to a strategic alliance with Glenbriar which provides the basis upon which proceeds of any joint venture will be allocated between the parties. Mr. Varteresian is party to a letter agreement with Glenbriar which provides for a success fee of 2% of the net proceeds to Glenbriar for certain types of financing. The arrangements with Messrs. Leroux and Varteresian are on a best efforts basis, and do not involve any fixed obligations. Glenbriar believes that all of these arrangements have been entered into at or below competitive market rates for such services. Any arrangements between Glenbriar and its officers and directors are subject to disclosure by the contracting party and approval by the disinterested directors.
ADDITIONAL INFORMATION Additional information about Glenbriar is available from Glenbriar’s website at www.glenbriar.com, the CNQ website at www.cnq.ca, and the Sedar website at www.sedar.com. Financial information is provided in Glenbriar’s comparative financial statements and MD&A for its most recently completed financial year, which were mailed with this Circular. This financial information is available from the above referenced websites or by request from Glenbriar’s head office at 301, 401 – 9 Ave SW, Calgary, AB T2P 3C5 (Phone 403-233-7300 x117).
In past years, interim financial statements were only mailed to shareholders who requested them. Starting with fiscal 2005, this restriction will also apply to annual financial statements. Annual and interim financial statements, including related management discussion and analysis (“MD&A”), will continue to be available from the financial section of Glenbriar’s website at www.glenbriar.com, or from Glenbriar’s page on the Sedar website at www.sedar.com. You must complete and return the enclosed Request Form for Financial Statements by mail, fax or e-mail to the address or fax number shown on that Form if you wish to receive a hard copy of financial statements and MD&A during fiscal 2005 instead of accessing them from the Internet. Proxy materials for shareholder meetings will still be mailed out so that you may vote.
CERTIFICATE
Dated: January 25, 2005 Calgary, Alberta
The foregoing contains no untrue statement of material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.
Robert D. Matheson Chief Executive Officer Brian Tijman Chief Financial Officer
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