Yellow Pages Limited Files Management Proxy Circular for Special Meeting of Shareholders and Announces Receipt of Interim Order

MONTREAL, August 29, 2022 /CNW/ – Yellow Pages Limited (TSX:Y) (the “Company”), a leading Canadian marketing and digital media company, today announced that it has filed and is in the process of mailing the circular solicitation of proxies from management (the “Circular“) and related documents for the special meeting (the “Meeting“) of the shareholders of the Company (the “Shareholders“) to approve the previously announced arrangement under the Business Corporations Act (British Columbia) (the “Arrangement“). Under the terms of the arrangement, the Company will repurchase from shareholders pro rata a total of 7,949,125 common shares at a purchase price of $12.58 per share, which represents the volume-weighted average price for the five consecutive trading days ending on the immediately preceding trading day August 5, 2022, all as more particularly described in the Circular. Pursuant to the Arrangement, the Company will also advance previously announced voluntary additional cash contributions to the Company’s defined benefit pension plan (the “Retirement plan“) liquidation deficit in the amount of $24 million during the year ending December 31, 2022bringing the 2022 cash payments to the Pension Plan wind-up deficit to $30 million by the end of the year.

The Arrangement is subject to the approval of at least 66 2/3% of the votes cast by shareholders at the Meeting. Shareholders holding more than 78% of the outstanding shares have agreed with the Company to vote in favor of the Arrangement. The Arrangement is also subject to the approval of the Supreme Court of British Columbia (there “To research“).

Board recommendation

The Company’s Board of Directors, after receiving legal and financial advice, has unanimously determined that the Arrangement is in the best interests of the Company and fair to Shareholders, and recommends that Shareholders vote FOR the arrangement.

Interim order

The Company also announced today that the Court has granted an Interim Order with respect to the Arrangement authorizing various matters, including the holding of the Meeting and the sending of the Circular.

Registration Date

The Company has filed a notice of meeting and record date with the relevant securities authorities on August 18, 2022pursuant to which he notified the shareholders that the Meeting would be held virtually on September 23, 2022 and fix the closing of the offices on August 18, 2022 as the recording date (the “Registration Date“) for the meeting.

Meeting and Circular

The meeting is expected to be held as a virtual meeting only, conducted via live audio webcast online at www.virtualshareholdermeeting.com/YP2022SM on September 23, 2022 at 10:00 a.m. (Eastern time). Shareholders, regardless of their geographic location, will have an equal opportunity to participate in the Meeting online. Shareholders will not be able to personally attend the Meeting. Shareholders of record at the close of business on the Record Date are entitled to receive notice of and vote at the Meeting. Shareholders are urged to vote well in advance of the proxy deadline of the 10:00 a.m. (Eastern time) on September 21, 2022.

The Circular provides important information about the Arrangement and related matters, including the background to the Arrangement, voting procedures and how to attend the Meeting virtually. Shareholders are requested to read the Circular and its annexes carefully and completely. The Circular is being mailed to shareholders in accordance with applicable laws and the Interim Order. The Circular is available under the Company’s profile on SEDAR at www.sedar.com and on the Company’s website at www.corporate.yp.ca.

Questions and assistance to shareholders

Shareholders who have questions regarding the Meeting or who require assistance in voting may contact Broadridge Investor Communications Corporation, the Company’s proxy solicitation agent, by email at [email protected] com.

About Yellow Pages Limited

Yellow Pages Limited (TSX: Y) is a Canadian digital media and marketing company that creates opportunities for buyers and sellers to interact and transact in the local economy. Yellow Pages owns some of the major local online properties in Canada, including YP.ca, Canada411 and 411.ca. The Company also owns the YP, Canada411 and 411 mobile applications and the Yellow Pages print directories. For more information, visit www.company.yp.ca.

Caution Regarding Forward-Looking Statements

JThis press release contains certain forward-looking statements within the meaning of applicable securities laws. These statements are forward-looking as they are based on our current expectations, at the August 26, 2022, our business and various estimates and assumptions that are current, reasonable and complete. Our actual results could differ materially from our expectations if known or unknown risks affect our business, or if our estimates or assumptions prove to be inaccurate. Accordingly, there can be no assurance that any forward-looking statements will materialize. The risks that could cause our results to differ materially from our current expectations are discussed in Section 5 of our MD&A dated August 4, 2022. We disclaim any intention or obligation to update any forward-looking statements, except as required by law. so requires, even if new information becomes available, as a result of future events or for any other reason.

SOURCE Yellow Pages Limited

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Calvin W. Soper