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Redknee Releases Results of Annual and Special Meeting

TORONTO , March 29, 2017 /CNW/ - Today, Redknee Solutions Inc. ("Redknee" or the "Company") (RKN.TO) announced that Christina Jones , Farhan Thawar and Keith Graham were elected to the board of directors (the "Board") of the Company at its annual and special meeting of shareholders held earlier today (the "Meeting"). In addition, a resolution to approve all unallocated stock options under Redknee's stock option plan and a resolution to amend and restate Redknee's articles to re-designate the common shares of the Company (the "Common Shares") as subordinate voting shares (the "Subordinate Voting Shares") were also passed by Redknee shareholders at the Meeting. Detailed results of the votes are as follows:

1.  Election of Directors:



Number of Shares For


Number of Shares Withheld






Christina Jones


47,198,531

(59.70%)


31,862,612

(40.30%)








Farhan Thawar


47,292,359

(59.82%)


31,768,784

(40.18%)








Keith Graham


52,022,096

(100%)


0

(0.00%)


2.  Unallocated Stock Options
The report provided by the scrutineers at the Meeting in respect of the common shares voted by ballot was as follows:

Number of 
Votes FOR



Number of 
Votes AGAINST



Percentage of Total 
Votes FOR








55,228,142



23,833,001



69.85%


3.  Re-designation of Common Shares
The report provided by the scrutineers at the Meeting in respect of the common shares voted by ballot was as follows:

Number of 
Votes FOR



Number of 
Votes AGAINST



Percentage of Total 
Votes FOR








54,026,404



25,034,739



68.33%


On January 26, 2017 , the Company issued 800,000 Series A preferred shares (the "Series A Preferred Shares") to Wave Systems Corp. (the "Investor").  The Investor, as the holder of the Series A Preferred Shares, is entitled to elect a number of directors that will be a majority of the Board, with the holders of the Common Shares being entitled to elect the balance of the directors, which resulted in the Common Shares becoming "restricted securities" under applicable securities laws and the TSX Company Manual, on January 26, 2017 . The Company will file today amended and restated articles in order to give effect to the re-designation of the Common Shares as Subordinate Voting Shares.

There are certain risks involved in an investment in Subordinate Voting Shares including those risks identified by the Company in the Company's management information circular dated December 27, 2016 and other disclosure documents. The Series A Preferred Shares are transferrable by the holder thereof without the consent of Redknee, including the right of the holder to elect a majority of the Board. The holders of the Subordinate Voting Shares do not have coattail protections which would ensure that, in the event of an offer to acquire the Series A Preferred Shares, the holders of the Subordinate Voting Shares would be entitled to participate in the transaction on an equal footing with the holders of the Series A Preferred Shares. In the absence of any coattail protection, if a control premium is offered for the acquisition of the Series A Preferred Shares, that premium will not be shared with the holders of the Subordinate Voting Shares. Canadian securities regulatory authorities may intervene in the public interest to prevent an offer to holders of the Series A Preferred Shares being made or completed where such offer is abusive of the holders of Subordinate Voting Shares who are not subject to that offer. Partial redemptions of the Series A Preferred Shares do not reduce the entitlement of the holders of such shares to elect a majority of the Board. The Series A Preferred Shares include a provision that allows the directors who are independent of the holders of such shares to redeem the Series A Preferred Shares, without the payment of a premium.  In addition, the financing of any redemption of the Series A Preferred Shares is within the discretion of such independent directors. These provisions are intended to limit the likelihood that a third party would pay a premium for the Series A Preferred Shares as a means by which to acquire the right to elect a majority of the Board. The Company has no current intention to redeem the Series A Preferred Shares in part only.

About Redknee

Redknee monetizes today's digital world. We provide a complete portfolio of mission-critical monetization and subscriber management solutions and services that allow communications service providers to charge for things in new and innovative ways. Redknee's real-time billing, charging, policy and customer care offerings provide the agility and scalability to drive a unique user experience, increase profitability and support any new product or business model. Available on premise, cloud-based, or as a Software-as-a-Service, Redknee's low-risk, flexible solutions power more than 250 communication service providers across the globe. Established in 1999, Redknee Solutions Inc. (RKN.TO) is the parent of the wholly-owned operating subsidiary Redknee Inc. and its various subsidiaries.

References to Redknee refer to the combined operations of those entities. For more information about Redknee and its solutions, please go to www.redknee.com.

SOURCE Redknee Solutions Inc.


To view the original version on PR Newswire, visit: http://www.newswire.ca/en/releases/archive/March2017/29/c4351.html