New Gold Inc 2025 Annual and Special Meeting of Shareholders
Registered Shareholders
Beneficial Shareholders
Vote by Friday, May 2, 2025 at 4:00 P.M. (Eastern Time)
Meeting Logistics
Record Date
March 6, 2025
Meeting Date
Tuesday, May 6, 2025 at 4:00 P.M. (Eastern Time)
Stock Information
Transfer Agent: Computershare
CUSIP: 644535106
ISIN: CA6445351068
Exchange: TSX: NGD
Resolutions
1. Board Size
The Company’s existing Articles require that the Board consist of the greater of three directors or the number set by
ordinary resolution of its shareholders. At the Meeting, the nine persons named below will be proposed for election as
directors of the Company. New Gold is asking shareholders to set, by ordinary resolution, the number of directors of the
Company at nine.
Unless directed otherwise in the form of proxy, the persons named in the form of proxy intend to vote FOR setting the Board size at nine persons.
The Board of Directors recommends a vote FOR this proposal
3. Appointment of Auditor
Shareholders will be asked to consider and, if deemed appropriate, pass an ordinary resolution to appoint Deloitte LLP as auditor of New Gold to hold office until the close of the next annual meeting of shareholders of New Gold. At the Company’s last annual general meeting held on May 14, 2024, 84.52% of votes cast voted in favour of the resolution. It is also proposed that shareholders authorize the directors to fix the remuneration to be paid to the auditor.
The Board of Directors recommends a vote FOR this proposal
4. Long Term Incentive Plan
New Gold’s long term incentive plan (“Long Term Incentive Plan”) provides for time-based RSUs (which are settled in cash) and performance-based PSUs (which are settled in shares) that may be granted to employees and eligible contractors of the Company and its affiliates in consideration of value creation from services provided to the Company or its affiliates and to assist with the motivation, attraction and retention of employees and eligible contractors.
The Board of Directors recommends a vote FOR this proposal
5. Say on Pay Advisory Vote
The Board has adopted a policy that provides for an annual advisory shareholder vote on executive compensation, known as “Say on Pay”. The Say on Pay Policy is designed to enhance accountability for the Board’s compensation decisions by giving shareholders a formal opportunity to provide their views on the Board’s approach to executive compensation through an annual non-binding advisory vote.
The Board of Directors recommends a vote FOR this proposal
Voting Is Easy!
Have your control number?
If your shares are held in a share certificate, Direct Registration System confirmation or through a transfer agent:
If your shares are held through a broker or Financial institution:
Unsure how to vote?
1. Click here to read the voting information.
2. Call, text or email a Kingsdale Engagement Specialist
1-866-581-1477 (North America Toll Free)
1-437-561-5022 (Text or Call)
contactus@kingsdaleadvisors.com
How To Vote
