| 2021-08-13 |
股东大会：
将于2021-09-03召开股东大会
会议内容 ▼▲
- 1.Proposal No. 1 — The Continuance Proposal — RESOLVED, as a special resolution, that in connection with the transactions (such transactions, collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement, dated March 4, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SOAC, 1291924 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada (“NewCo Sub”) and DeepGreen Metals Inc., a company existing under the laws of British Columbia, Canada (“DeepGreen”), a copy of which is attached to this proxy statement/prospectus as Annex A, SOAC will migrate and be continued from the Cayman Islands to British Columbia, Canada and be domesticated as a company existing under the laws of British Columbia, pursuant to Part XII of the Cayman Islands Companies Act (as Revised) and Part 9, Division 8 of the Business Corporations Act (British Columbia) (the “BCBCA”) (such continuance, the “Continuance”). The form of notice and articles of TMC (the “TMC Notice and Articles”) are attached to this proxy statement/prospectus as Annex B and Annex C, respectively.
2.Proposal No. 2 — The Business Combination Proposal — RESOLVED, as an ordinary resolution, that SOAC’s entry into the Business Combination Agreement, pursuant to which, among other things, on the Closing Date, promptly following the Continuance, (A) pursuant to a court-approved plan of arrangement (the “Plan of Arrangement,” and the arrangement pursuant to such Plan of Arrangement, the “Arrangement”) under the BCBCA, (i) SOAC will acquire all of the issued and outstanding common shares in the capital of DeepGreen (the “DeepGreen Common Shares”); (ii) the shareholders and the optionholders of DeepGreen will be entitled to receive, in exchange for their DeepGreen Common Shares and options to purchase DeepGreen Common Shares (the “DeepGreen Options”), as applicable, the following shares or options to purchase the shares: an aggregate of (a) 230,600,000 common shares in the capital of TMC (“TMC Common Shares”), assuming an Adjusted Equity Value (as defined in the Business Combination Agreement) immediately prior to the effective time of approximately $2.3 billion; (b) 5,000,000 Class A Special Shares; (c) 10,000,000 Class B Special Shares; (d) 10,000,000 Class C Special Shares; (e) 20,000,000 Class D Special Shares; (f) 20,000,000 Class E Special Shares; (g) 20,000,000 Class F Special Shares; (h) 25,000,000 Class G Special Shares; and (i) 25,000,000 Class H Special Shares, in each case, in the capital of TMC, each of which is automatically convertible into TMC Common Shares on a one for one basis (unless adjusted as described herein) if certain TMC Common Share price thresholds are met as described in this proxy statement/prospectus (collectively, the “DeepGreen Earnout Shares”), (iii) DeepGreen will become a wholly-owned subsidiary of TMC, and (iv) DeepGreen and NewCo Sub will amalgamate to continue as one unlimited liability company existing under the laws of British Columbia, Canada, and (B) the Allseas Warrant shall be assumed by TMC and shall become a warrant to purchase TMC Common Shares, in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement and certain related agreements (including the Subscription Agreements, the Transaction Support Agreements, the Sponsor Letter Agreement and the Amended and Restated Registration Rights Agreement, each in the form attached to the proxy statement/prospectus as Annex E, Annex F, Annex G and Annex H, respectively), and the transactions contemplated thereby, be approved, ratified and confirmed in all respects.
3.Proposal No. 3 — The Charter Proposal — RESOLVED, as a result of and upon the consummation of the Continuance, as a special resolution, that the TMC Notice and Articles become, in replacement of the Existing Governing Documents (as defined below), the governing documents of TMC, including the change in authorized share capital and change of name of Sustainable Opportunities Acquisition Corp. to TMC the metals company Inc., each as reflected in the TMC Notice and Articles.
4.Proposal No. 4 — The Organizational Documents Proposals — to consider and vote upon, on a non-binding basis, certain governance provisions in the TMC Notice and Articles, to approve the following material differences between the current amended and restated memorandum and articles of association of SOAC (the “Existing Governing Documents”) and the TMC Notice and Articles:4.1Organizational Documents Proposal 4A — the establishment of the authorized capital of TMC to consist of (i) an unlimited number of common shares, (ii) an unlimited number of preferred shares, issuable in series, and (iii) the TMC Special Shares, in each case, without par value (this proposal is referred to herein as “Organizational Documents Proposal 4A”).4.2 Organizational Documents Proposal 4B — the declassification of the board of directors with the result being that each director will be elected on an annual basis (this proposal is referred to herein as “Organizational Documents Proposal 4B”).4.3 Organizational Documents Proposal 4C — the reduction of the requisite quorum for a meeting of shareholders from a majority to at least two shareholders representing no less than one-third (331/3%) of the shares entitled to vote at such meeting (this proposal is referred to herein as “Organizational Documents Proposal 4C”).4.4 Organizational Documents Proposal 4D — the inclusion of an advance notice provision that requires a shareholder to provide notice to TMC in advance of a meeting of shareholders should such shareholder wish to nominate a person for election to the board of directors (this proposal is referred to herein as “Organizational Documents Proposal 4D”). 4.5 Organizational Documents Proposal 4E — the inclusion of a forum selection provision whereby, subject to limited exceptions, or unless TMC consents in writing to the selection of an alternative forum, the Supreme Court of the Province of British Columbia, Canada, and the appellate courts therefrom, will be the sole and exclusive forum for certain shareholder litigation matters (this proposal is referred to herein as “Organizational Documents Proposal 4E”). 4.6 Organizational Documents Proposal 4F — certain other changes, including the changes in the rights and restrictions attached to the Class B ordinary shares, and the deletion of the provisions relating to the initial public offering, the Sponsors, the initial business combination and other related matters (this proposal is referred to herein as “Organizational Documents Proposal 4F”).
5.Proposal No. 5 — The NYSE Proposal — RESOLVED, as an ordinary resolution, that for the purposes of complying with the applicable provisions of New York Stock Exchange (“NYSE”) Listing Rule 312.03, the issuance of TMC Common Shares and securities convertible into or exchangeable for TMC Common Shares in connection with the Business Combination and the PIPE Financing be approved.
6.Proposal No. 6 — The Incentive Award Plan Proposal — RESOLVED, as an ordinary resolution, that the TMC Incentive Equity Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, be adopted and approved.
7.Proposal No. 7 — The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to SOAC shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient SOAC ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the extraordinary general meeting or (B) in order to solicit additional proxies from SOAC shareholders in favor of one or more of the proposals at the extraordinary general meeting be approved.
|