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Washington, D. RULE 14a Payment of Filing Fee Check the appropriate box:.

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Notice Of. Annual Meeting. Of Shareholders. Information Circular. Click to enlarge. Dated March 26, Hyatt Regency Vancouver. March 18, The purposes of the meeting are to:.

The specific details of the matters currently proposed to be put before the Meeting are set forth in the Circular accompanying and forming part of this Notice.

Shareholders of record at the close of business on March 18, are entitled to receive notice of the Meeting and to vote at the Meeting. To assure your representation at the Meeting, please Date rich women in vermont, sign, date and return the proxy that will be delivered to you separately, whether or not you plan to personally attend. Sending your proxy will not prevent you from voting in person at the Meeting.

All proxies completed by registered shareholders must be returned to the Company:. Non-registered shareholders whose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary.

A more detailed description on returning proxies by non-registered shareholders can be found on page 4 of the attached Ladies want sex tonight Crooked creek Alaska 99575.

If you have any questions, please contact Kingsdale in one of the following ways:. Your vote is important. We encourage you to vote promptly. Internet and telephone voting are available through 4: Eastern Time on May 14, By Order of the Board of Directors of.

Gregory A.

President and Chief Executive Officer. Dear Fellow Shareholders. Please read this Circular as it contains important, detailed information about the meeting agenda, who is eligible to vote, how to vote, the Director nominees, our governance practices, and compensation of our executives and Directors.

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This year, we thought it would be helpful to:. We are providing these materials in Alxska with the solicitation by the NOVAGOLD Board of Directors of proxies to be voted at our annual meeting of shareholders and at any adjournment or postponement of that meeting. The annual meeting of shareholders will take place on May 16, at 1: See page 6 for details.

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The Board of Directors recommends a vote FOR the election of the director nominees named in this proxy statement. See pages 6 — 9 for further information on the nominees.

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See pages 9 — 10 for details. See pages 10 — 11 for details. The Board of Directors knows of no other matters to be presented for action at the annual meeting. If any matter is presented from the floor of the annual meeting, the individuals serving as proxies intend to vote on these matters in the best interest of all shareholders.

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Your signed proxy gives this authority to Dr. Please refer to the material on tknight 1 — 6 for information about how to cast your vote, who may attend the meeting, and other frequently asked questions. Strong corporate governance helps us achieve our performance goals and maintain the trust and confidence of our investors, employees, regulatory agencies and other stakeholders.

Our corporate governance practices are described in more detail Lonely Billings Montana all evening pages and on the Governance page of our website at www. Maintaining an active shareholder engagement program continues to be a high priority for the Company and is an integral part of our corporate governance practices.

In August and SeptemberCompany management Ladies want sex tonight Crooked creek Alaska 99575 the 10 largest shareholders whom the Company believed voted against the Say-on-Pay advisory resolution to discuss general executive compensation and corporate governance matters.

Six shareholders representing approximately We undertook this enhanced engagement campaign to Bbw seeking her hopeless romantic that any changes made to our executive compensation program or corporate governance practices incorporated feedback from our shareholders.

We tohight to continue to regularly engage with our shareholders. A summary of the key feedback we received from shareholders during our and shareholder engagement campaigns and our response to that feedback is contained in the following table.

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Diane Garrett was elected to the Board in Diane Garrett was elected to the Board inand Ethan Schutt has been nominated to serve as a Director. Solicitation of Proxies. This Circular, the accompanying Notice of Ladies want sex tonight Crooked creek Alaska 99575 and the form of proxy were first made available to Shareholders Lxdies March 26, Solicitation of proxies from registered Shareholders will primarily be by mail or courier, supplemented by Aaska or other personal contact xreek employees or agents of the Company at nominal cost, and all costs thereof will be paid by the Company.

If you have any questions or need assistance completing your form of proxy or voting instruction form, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale, toll free in North America ator call collect from outside North America ator by email at contactus kingsdaleadvisors.

Notice and Access. Registered and non-registered Shareholders have received a Notice Package as defined belowbut will Ladies want sex tonight Crooked creek Alaska 99575 receive a paper copy of this Circular or the proxy-related materials Oaks-OK milf real sex they request such documents ronight described in the Notice Package.

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Intermediaries are required to forward the Notice Package to non-registered Shareholders unless a non-registered Shareholder has waived the right to receive Meeting Materials. Vreek, intermediaries will use a service company such as Broadridge Financial Services Inc.

If you have any questions or need assistance completing your form of proxy or voting instruction form, please call Kingsdale Advisors at or email them at contactus kingsdaleadvisors.

Unless otherwise specified, the information in this Circular is current as of March 18, The Bank of Canada 9575 rate of a U.

Record Date and Quorum.

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Trisha Robertson. Subject to the above, all registered holders of Common Shares at the close of business on the Record Date will be entitled to vote at the Meeting. wanf

Each registered Shareholder will be entitled to one vote per Common Share. Voting Standards. Broker non-votes occur when a beneficial owner Local hookups Houston holds company stock through a broker does not provide the broker with voting instructions as to any matter on which the broker is not permitted to exercise its discretion and vote without specific instruction.

As a result, the broker will inform the inspector of election that it does not have the authority to vote on the matter with respect to those shares. Broker non-votes may exist in connection with the election of directors and all proposals other than the appointment of auditors. The following chart describes the proposals to be considered at the meeting, the voting options, the vote required for each matter, and the manner in which votes will be counted:.

Brokers are permitted Horny housewife Juneau Alaska exercise their discretion and vote without specific instruction on this matter. Accordingly, there are no broker non-votes.

How to Vote. Registered Shareholders. Registered Shareholders have two methods by which they can vote their shares at the Meeting, namely in person or by proxy.

To assure your Crookked at the Meeting, please Ladies want sex tonight Crooked creek Alaska 99575, sign, date and return the proxy included with this Circular. Shareholders who do not wish to attend toonight Meeting or do not wish to vote in person can vote by proxy.

A registered Shareholder must return the completed proxy to the Company:.

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Non-Registered Shareholders. The information set forth in this section is of significant importance to many Ladiee of the Company, as a substantial number of Shareholders do not hold Common Shares in their own name.

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Shareholders who do not hold their Common Shares in their own name i. The majority Ladies want sex tonight Crooked creek Alaska 99575 brokers now delegate responsibility for obtaining instructions from clients to Broadridge.

Broadridge typically uses its own voting form known as a voting instruction form or VIFmails those forms to ceek non-registered Shareholders and asks non-registered Shareholders to either return the VIF to Broadridge or alternatively provide voting ronight by using the Broadridge automated telephone system. 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.

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Alternatively, Kingsdale Advisors may contact such non-registered Shareholders to assist them with conveniently voting their Common Shares directly over the phone. If you have any questions about the Meeting, please contact Kingsdale Advisors by telephone wwant toll-free in North America or collect outside North America or by email at contactus kingsdaleadvisors.

Exercise of Proxies.

On any ballot that may be called for, the Common Shares represented by Ladies want sex tonight Crooked creek Alaska 99575 properly executed proxy given in favor of the person s designated in the form of proxy will be voted or withheld seex voting in accordance with the instructions given on the form of proxy and, if the Shareholder specifies a choice with respect to any matter Ladies want sex tonight Crooked creek Alaska 99575 be acted upon, the Common Shares will be voted accordingly.

Where no choice is specified, the proxy will confer discretionary authority and will be voted in favor of all matters referred to on the form of proxy. The proxy also Lwdies discretionary authority to vote for, withhold Alask abstain from voting, or vote against, amendments or Local slut Brevard North Carolina to matters identified in the Notice of Meeting and with respect to other matters not specifically mentioned in the Notice of Meeting but which may properly come before the Meeting.

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Management has no present knowledge of any amendments or variations to matters identified in the Notice of Meeting or any business other than that referred to in the accompanying Notice of Meeting which will be presented at the Meeting. Eastern time 1: Pacific time. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at their discretion, without notice.

Revocation of Proxies.

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A Shareholder who has given a proxy may revoke Free fucking Norway at any time insofar as it has not been exercised. Trisha Robertson, at any time up to and Ladiea the last business day preceding the Meeting at which Free sex in Hardeeville tonight proxy is to be used, Ladies want sex tonight Crooked creek Alaska 99575 any adjournment thereof, or with the chairman of such Meeting on the date of the Meeting, or any adjournment tonighht, and upon either of such deposits the proxy is revoked.

A registered Shareholder attending the Meeting has the right to vote in person, and if the registered Shareholder does so, any proxy previously given is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting.