GENER8 MEDIA CORP.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 25, 2015
TO THE HOLDERS OF COMMON SHARES
Notice is hereby given that a special meeting (the “Meeting”) of the holders (“Shareholders”) of
common shares (“Common Shares”) of Gener8 Media Corp. (“Gener8” or the “Corporation”) will be
held at the offices of Clark Wilson LLP, 900 – 885 West Georgia Street, Vancouver, British Columbia at
10:00 a.m. (Vancouver time) on February 25, 2015 for the following purposes:
1. to consider and, if deemed advisable, to approve, with or without variation, a special resolution
(the “Transaction Resolution”) approving transactions pursuant to which it is proposed that
Gener8 Digital Media Corp., a wholly-owned subsidiary of Gener8:
(a) will sell all of its right, title and interest in the Purchased Assets (as defined in the
information circular of the Corporation (the “Information Circular”) dated January 30,
2015) to Prime Focus Limited, a company incorporated under the laws of the India
(“Prime”), through an affiliated company of Prime,
(b) will license the 3D Technology (as defined in the Information Circular) to Prime in
exchange for the Royalty (as defined in the Information Circular), and
(c) will enter into a technology support agreement with Prime in exchange for the Fee (as
defined in the Information Circular),
as more particularly described in the Information Circular; and
2. to transact such further and other business as may properly come before the Meeting or any
adjournment or adjournments thereof.
The nature of the business to be transacted at the Meeting is described in further detail in the
accompanying Information Circular.
The record date for the determination of Shareholders entitled to receive notice of and to vote at the
Meeting is December 31, 2014 (the “Record Date”). Only Shareholders whose names have been entered
in the register of Shareholders at 5:00 p.m. (Vancouver time) on that date will be entitled to receive notice
of and to vote at the Meeting.
A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders
who are unable to attend the Meeting or any adjournment thereof in person are requested to date,
sign and return the accompanying form of proxy for use at the Meeting or any adjournment
thereof. Proxy voting can also be completed by telephone or internet voting. Voting instructions are
set out in the accompanying proxy and include the following:
1. MAIL/FACSIMILE: complete, date and sign the proxy and return it to the Corporation’s
registrar and transfer agent, Computershare, by fax within North America at 1-866-249-
7775, outside North America at 1-416-263-9524, by mail to 100 University Avenue, 8th
Floor, Toronto, Ontario, Canada, M5J 2Y1 (Attention: Proxy Department) or by hand
delivery at 2nd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9.
2. TELEPHONE: use a touch-tone phone to transmit voting choices to the toll free number
given in the proxy. Registered Shareholders, who choose this option must follow the
instructions of the voice response system and refer to the proxy for the toll free number and
the proxy control number. Call the following number listed from a touch tone telephone: 1-
866-732-VOTE (8683) Toll Free.
3. INTERNET: use the Internet at Computershare’s website, www.investorvote.com.
Registered Shareholders, must follow the instructions that appear on the screen and refer to
the enclosed proxy for the holder’s proxy control number;
Proxies must be received not later than forty eight (48) hours (excluding Saturdays, Sundays and
statutory holidays in the Province of British Columbia) prior to the time set for the Meeting or any
adjournment thereof.
The instrument appointing a proxy should be in writing and shall be executed by the Shareholder or the
Shareholder’s attorney authorized in writing or, if the Shareholder is a corporation, by an officer or
attorney thereof duly authorized.
Registered Shareholders have the right to dissent with respect to the Transaction Resolution, if the
Transaction Resolution becomes effective, to be paid the fair value of their Common Shares in
accordance with the provisions of section 237 to 247 of the British Columbia Business Corporations Act
(the “BCBCA”). A registered Shareholder’s right to dissent is more particularly described in the
Information Circular. The text of sections 237 to 247 of the BCBCA is set forth in Appendix C to the
accompanying Information Circular. A dissenting Shareholder must send a written objection to the
Transaction Resolution, which written objection must be received by Gener8 on or before 5:00 p.m.
(Vancouver time) at least two business days before the Meeting or, in case of adjournment or
postponement, no later than 5:00 p.m. (Vancouver time) on the day that is two business days before the
reconvened Meeting at 138 East 7th Avenue, Vancouver, British Columbia, V5T 1M6, Attention: Rory
Armes.
Failure to strictly comply with the requirements set forth in sections 237 to 247 of the BCBCA may result
in the loss of any right to dissent. Persons who are beneficial owners of Common Shares registered in the
name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only
the registered holders of Common Shares are entitled to dissent. Accordingly, a beneficial owner of
Common Shares desiring to exercise the right to dissent must make arrangements for the Common Shares
beneficially owned by such holder to be registered in the holder’s name prior to the time the written
objection to the Transaction Resolution is required to be received by Gener8 or, alternatively, make
arrangements for the registered holder of such Common Shares to dissent on behalf of the holder |
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