PROXY STATEMENT
FOR THE 2018 ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
TO BE HELD ON FEBRUARY 18, 2019
________________________________________________________________________________
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Vgrab Communications Inc. (“we”, “us”, “our” and the “Company”) for use at the 2019 Annual General Meeting of the shareholders of the Company (the “Meeting”) to be held on February 18, 2019 at 6:00 p.m. (Pacific Time) at Suite 820, 1130 West Pender St., Vancouver, British Columbia, Canada and at any adjournment thereof, for the purposes set forth in the preceding Notice of Annual General Meeting.
This Proxy Statement, the Notice of Annual General Meeting and the enclosed Form of Proxy are expected to be mailed to the Company’s shareholders on or about January 15, 2019.
The Company does not expect that any matters other than those referred to in this Proxy Statement and the Notice of Annual General Meeting will be brought before the Meeting. However, if other matters are properly presented before the Meeting, the persons named as proxy appointees will vote upon such matters in accordance with their best judgment. The grant of a proxy also will confer discretionary authority on the persons named as proxy appointees to vote in accordance with their best judgment on matters incidental to the conduct of the Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Meeting to be held on February 18, 2019. This Proxy Statement to the shareholders is available at the Company’s principal office.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE MEETING
Why am I receiving this Proxy Statement and proxy card?
You are receiving this Proxy Statement and proxy card because you are a shareholder of record as at the close of business on January 10, 2019 (the “Record Date”), and are entitled to vote at this Meeting. This Proxy Statement describes issues on which the Company would like you, as a shareholder, to vote. It provides information on these issues so that you can make an informed decision. You do not need to attend the Meeting to vote your shares.
When you sign the proxy card you appoint Hun Beng Lim, Chief Executive Officer of the Company, and Fook Weng Liong, Chief Financial Officer of the Company, as your representatives at the Meeting. As your representatives, they will vote your shares at the Meeting (or any adjournments or postponements) as you have instructed them on your proxy card. With proxy voting, your shares will be voted whether or not you attend the Meeting. Even if you plan to attend the Meeting, it is a good idea to complete, sign and return your proxy card in advance of the Meeting, just in case your plans change.
If an issue comes up for vote at the Meeting (or any adjournments or postponements) that is not described in this Proxy Statement, your representatives will vote your shares, under your proxy, at their discretion, subject to any limitations imposed by law.
1
Who is soliciting my vote?
The Board of Directors of the Company is soliciting your proxy to vote at the Meeting.
Who pays for this proxy solicitation?
The Company will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this proxy statement, the proxy and any additional information furnished to shareholders. Copies of solicitation materials will be furnished to banks, brokerage houses, depositories, fiduciaries and custodians holding shares in their names that are beneficially owned by others to forward to these beneficial owners. The Company may reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to the beneficial owners of the shares at the Company's discretion. Original solicitation of proxies by mail may be supplemented by telephone, facsimile, electronic mail or personal solicitation by the Company’s directors, officers or other regular employees. No additional compensation will be paid to directors, officers or other regular employees for such services.
Who is entitled to attend and vote at the Meeting?
Only shareholders of the Company of record at the close of business on January 10, 2019 (the “Record Date”), will be entitled to vote at the Meeting. Shareholders entitled to vote may do so by voting those shares at the Meeting or by proxy.
What matters am I voting on?
You are being asked to vote on the following matters:
1.
To elect three members of the Company’s Board of Directors to hold office until the next annual meeting of shareholders or until their respective successors have been elected or qualified.
2.
To ratify the appointment of Dale Matheson Carr-Hilton Labonte LLP as the Company’s independent registered public accounting firm for the ensuing fiscal year.
The Company will also consider any other business that properly comes before the Meeting.
How do I vote?
You have several voting options. You may vote:
-
by signing your proxy card and mailing it to the Company’s legal counsel at the address on the proxy card;
-
by signing and e-mailing your proxy card to the Company’s legal counsel for proxy voting to the e-mail address provided on the proxy card;
-
by signing and faxing your proxy card to the Company’s legal counsel for proxy voting to the fax address provided on the proxy card; and
-
by attending the Meeting and voting in person.
If your shares are held in an account with a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in a “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. You are also invited to attend the Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Meeting unless you request and obtain a valid proxy card from your broker, bank, or other nominee.
2
What if I share an address with another person and we received only one copy of the proxy materials?
The Company will only deliver one Proxy Statement to multiple shareholders sharing an address unless it has received contrary instructions from one or more of the shareholders. The Company will promptly deliver a separate copy of this Proxy Statement to a shareholder at a shared address to which a single copy of the document was delivered upon oral or written request to:
Vgrab Communications Inc.
Attention: Hun Beng Lim, Chief Executive Officer
Suite 820, 1130 West Pender St., Vancouver, British Columbia, Canada V6E 4A4
Shareholders may also address future requests for separate delivery of Proxy Statements and/or annual reports by contacting the Company at the address listed above.
What if I change my mind after I return my proxy?
You may revoke your proxy and change your vote at any time before the polls close at the Meeting. You may do this by:
(a)
executing and delivering a written notice of revocation of proxy to the office of the Company at any time before the taking of the vote at the Meeting;
(b)
executing and delivering a later-dated proxy relating to the same shares to the office of the Company at any time before taking of the vote at the Meeting; or
(c)
attending the Meeting in person and:
(i)
giving affirmative notice at the Meeting of your intent to revoke your proxy; and
(ii)
voting in person.
Any written revocation of proxy or subsequent later-dated proxy should be delivered to the office of the Company as follows: Vgrab Communications Inc., Attention: Hun Beng Lim, Chief Executive Officer, Suite 820, 1130 West Pender St., Vancouver, British Columbia, Canada V6E 4A4. Attendance at the Meeting will not, by itself, revoke a shareholder’s proxy without the giving of notice of intent to revoke that proxy.
What constitutes a quorum?
In order to hold a valid meeting a minimum of two shareholders of the Company must be represented in person or represented by proxy.
In the event that a quorum is not present at the Meeting, or in the event that a quorum is present but sufficient votes to approve the proposal are not received, the persons named as proxies on the enclosed proxy card may propose one or more adjournments of the Meeting to permit further solicitation of proxies. The persons named as proxies will vote upon such adjournment after consideration of all circumstances that may bear upon a decision to adjourn the Meeting. Any business that might have been transacted at the Meeting originally called may be transacted at any such adjourned session(s) at which a quorum is present. The Company will pay the costs of preparing and distributing to shareholders additional proxy materials, if required in connection with any adjournment. Any adjournment will require the affirmative vote of a majority of those securities represented at the Meeting in person or by proxy.
How are abstentions and broker non-votes treated?
Shareholders who abstain from voting on any or all proposals, but who are present at the Meeting or represented at the Meeting by a properly executed proxy will have their shares counted as present for the purpose of determining the presence of a quorum. Broker non-votes will also be counted as present at the Meeting for the purpose of determining the presence of a quorum.
3
However, abstentions and broker non-votes will not be counted either in favor or against any of the proposals brought before the Meeting. A broker non-vote occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares.
What vote is required to approve each item?
In order for a proposal to be approved, the number of votes cast at the Meeting in favor of the proposal must be greater than the number of votes cast against the proposal. As of the Record Date, there were 35,513,838 shares of common stock outstanding and entitled to vote. The affirmative vote of the holders of a majority of the Company’s common stock represented at the Meeting in person or by proxy is required to approve the following proposals:
1.
To elect three members of the Company’s Board of Directors to hold office until the next annual meeting of shareholders or until their respective successors have been elected or qualified.
2.
To ratify the appointment of Dale Matheson Carr-Hilton Labonte LLP as the Company’s independent registered public accounting firm for the ensuing fiscal year.
Therefore, the number of votes cast at the Meeting in favor of each of the above proposals must be greater than the number of votes cast against each respective proposal.
Shareholder votes that are conducted on an advisory basis are not binding on the Company’s Board of Directors. As such, no votes are required to approve executive compensation or to determine the frequency of shareholder advisory votes on executive compensation.
Will my shares be voted if I do not sign and return my proxy card?
If your shares are held through a brokerage account, your brokerage firm, under certain circumstances, may vote your shares.
If your shares are registered in your name, and you do not sign and return your proxy card, your shares will not be voted at the Meeting.
Will I be entitled to appraisal rights under British Columbia law?
Under the British Columbia Business Corporations Act, the Company’s shareholders are not entitled to appraisal rights in connection with proposals.
When are the shareholder proposals due for the 2018 Annual Meeting?
The deadline for submitting a shareholder proposal for inclusion in the Company’s proxy statement and form of proxy for its 2019 annual meeting of shareholders pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) is October 16, 2019; provided, however, that in the event the Company holds its 2019 annual meeting more than 30 days before or after the one year anniversary date of the Company’s 2018 Annual meeting, the Company will disclose the new deadline by which proxies must be received under Item 5 of the Company’s earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform shareholders. In addition, shareholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.
Any shareholders who wish to submit a proposal are encouraged to seek independent counsel about SEC requirements. The Company will not consider any proposals that do not meet the SEC requirements for submitting a proposal. Notices of intention to present proposals for the Company’s next annual meeting should be delivered to Vgrab Communications Inc., Suite 820, 1130 West Pender St., Vancouver, British Columbia, Canada V6E 4A4, Attention: Hun Beng Lim, Chief Executive Officer.
4