UGE International Ltd. Announces Annual General Meeting, Record Date and Adopts Advance Notice Procedures


TORONTO, ON--(Marketwired - Sep 16, 2014) - UGE International Ltd. ("UGE" or the "Company"), (TSX VENTURE: UG) (PINKSHEETS: UGEIF), is pleased to announce that it will hold an annual general and special meeting of shareholders (the "AGM") on October 17, 2014. The record date for shareholders entitled to vote at the AGM is September 11, 2014. The company also announced today that its board of directors (the "Board") has approved the amending and restating of one of the Company's by-laws to introduce an advance notice requirement in connection with shareholders intending to nominate directors in certain circumstances (the "Advance Notice Procedures").

The Advance Notice Procedures set forth a procedure requiring advance notice to the Company by any shareholder who intends to nominate any person for election as director of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the "OBCA"), or (ii) a shareholder proposal made pursuant to the provisions of the OBCA. Among other things, the Advance Notice Procedures set a deadline by which such shareholders must notify the Company in writing of any intention to nominate directors prior to any meeting of shareholders at which directors are to be elected and set forth the information that the shareholder must include in their notice for it to be considered valid.

The purpose of the Advance Notice Procedures is to assist in facilitating an orderly and efficient meeting process, and provide shareholders, directors and management of the Company with a clear and transparent process for nominating directors. In that regard, the Advance Notice Procedures provide a reasonable time frame for shareholders to notify the Company of their intention to nominate directors and require shareholders to disclose information concerning the proposed nominees that is mandated by applicable securities laws.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 20 and not more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Advance Notice Procedures is effective immediately and will be placed before shareholders for ratification at the upcoming AGM of the Company to be held on October 17, 2014.

The Advance Notice Procedures are in effect until confirmed, confirmed as amended or rejected by shareholders at the Meeting and, if confirmed at the Meeting, the Advance Notice Procedures will continue in effect in the form in which they were so confirmed.

About UGE

UGE is a leading developer of distributed renewable energy solutions for enterprise clients with projects in over 90 countries, including several for Fortune 1,000 companies. Leveraging its proprietary technology platform, UGE deploys modular energy systems that solve clients' challenges at the nexus of cost, resiliency and sustainability. From solar and wind systems, to microgrids and off-grid lighting, UGE is the solution provider of choice for enterprise energy challenges.

For further information about the Company, please contact Mike Barnsley, Chief Financial Officer, or Robin Carol, Communications Manager, at +1 (917) 720-5685, or by email at

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Statements made in this press release include forward-looking statements that involve a number of risks and uncertainties. These statements relate to future events or future performance and reflect management's current expectations and assumptions. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, such as the economy, generally, competition in its target markets, the demand for UGE's products and the availability of funding. These forward-looking statements are made as of the date hereof and UGE does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from UGE's expectations and projections.