MATRIX SOLUTIONS INC. NOTICE OF ANNUAL MEETING OF THE SHAREHOLDERS To be held at Hotel Arts, Ball Room, 119-12 Avenue SW, Calgary, on Thursday April 18, 2013 at 5:30 6:00 PM. AGENDA 1. Appointment of Secretary and Scrutineer 2. Appointment of Auditors 3. Election of the Board of Directors 4. President s Report
MATRIX SOLUTIONS INC. Slate of Directors for Approval The following Slate of Directors is recommended to the Shareholders for approval: John E. Feick Robert M. Pockar C.E. (Chuck) Shultz James T. Freeman Kaush Rakhit John Abbott Phillip Ullman Rob Sturgess Blake Louden Martin Bobyn Paul Martin Brent Forrest
JOHN E. FEICK (Executive Chairman) Mr. John Feick has a B.Sc. in Chemical Engineering from Queen s University and a Ph.D. in Chemical Engineering from the University of Alberta. Mr. Feick s current business activity includes being the Executive Chairman of Matrix Solutions Inc., the Chairman, Partner of Kemex Engineering Ltd. and a Consultant and Investor in energy related businesses in Western Canada. Mr. Feick s current Board of Director participation is as follows: Occidental Petroleum Corporation Director Veresen Inc. Director Graham Construction Director Mr. Feick s previous business experience (1976-1994) includes being the Senior Vice President of NOVA Corporation and President, COO of NOVA Chemicals Ltd. JAMES T. FREEMAN, M.SC. Mr. James (Jamie) Freeman is a Principal Hydrologist at Matrix, with over 25 years of hydrogeological consulting experience. During this time, Jamie has participated in many different groundwater investigations, ranging in scope and size from locating single water supply wells to providing litigation support for U.S. EPA Superfund sites to conducting project management for major groundwater investigations and remediation activities. He is particularly experienced in the analysis and interpretation of hydrologic and geochemical data for groundwater modeling, contamination, mine dewatering and water supply. Jamie has written or presented more than 20 scientific papers on Western Canadian formation waters, aqueous geochemistry, biodegradation of hydrocarbons, well testing and groundwater modeling. He has appeared as a technical witness in a number of ERCB hearings and is registered as a Professional Geologist in Alberta. After graduate school at the University of Alberta, Jamie worked as a hydrogeologist in Washington D.C., Denver and California for 5 years prior to returning to Alberta to found Groundwater Solutions Ltd. in late 1991. By the time of its merger with 3D Reclamation to form Matrix Solutions in 1998, Groundwater Solutions had around 20 staff and over $2.6MM in annual revenues. In addition to serving on the Boards of Directors of Groundwater Solutions and Matrix, Jamie is Past President on the executive of the Westcastle Ski Club. Jamie s 3 daughters can all ride their ponies and ski like the wind. 1
KAUSH RAKHIT Mr. Kaush Rakhit completed his BSc. at the University of Waterloo in Earth Sciences and was the first MSc candidate to complete the University of Alberta s Petroleum Hydrogeology Program. Kaush founded Rakhit Petroleum Consulting Ltd shortly after graduating. The company quickly grew and became internationally recognized as an industry leader in the application of hydrodynamics, basin analysis and integrated geologic studies. Kaush is the co-founder of Groundwater Solutions Ltd., now and numerous junior E&P companies. In 2004, Rakhit Petroleum Consulting purchased Canadian Discovery where he currently serves as the President. Kaush s multi-disciplinary geo-science focus continues to lead the industry with ideas. C.E. (Chuck) SHULTZ Mr. Chuck Shultz currently serves as Chairman and Chief Executive Officer of Dauntless Energy Inc., a Canadian private oil and gas company he formed in 1995. From 1990 to 1995, Mr. Shultz served as the President and Chief Executive Officer of Gulf Canada Resources Limited, then a public Canadian oil and gas company. Prior to Gulf Canada, he served as a senior executive of Tenneco Oil Company. Mr. Shultz has been a director of Canadian Oil Sands or one of its predecessors since 1995; and serves on the board of directors of Newfield Exploration and Enbridge Inc. He also is a director of several private companies, including Glencoe Resources, Matrix Solutions and Sonoma Resources. In addition to the more than 50 years of North American and International executive experience in the upstream oil and gas industry Mr. Shultz has served as Chairman of the Canadian Energy Research Institute, U.S. National Energy Policy Council; served as Governor of the Canadian Association of Petroleum Producers; served as Governor of the Canadian Oilmen s Executive Association; served as Governor and Vice Chairman of the University of Calgary Board of Governors; served on the Board of Management for the Alberta Economic Development Authority; served as a director for Science Alberta, Alberta Economic Development Authority and on the Business Advisory Board for the Calgary Airport. He continues to serve on the Trustee Advisory Board for the Colorado School of Mines (since 2005) and Sinneave Family Foundation. Mr. Shultz graduated from the Colorado School of Mines in Geological Engineering in 1961 and attended the University of Virginia's Executive Program in 1980, the Harvard Business School Advanced Management Program in 1984 and, has completed the Institute of Corporate Directors, Corporate Governance program and is accredited as a certified director under that program with the ICD.D. designation. 2
JOHN ABBOTT Mr. John Abbott is an independent executive advisor, focusing on consulting to company s engaged in the Energy Sector. In 1986 Mr. Abbott joined Burns Fry in the Capital Markets Group where he worked on equity and debt financing for a variety of companies across Canada. In 1990 John moved to Calgary to manage the Burns Fry Investment Banking office and the BMO Nesbitt Burns office following the acquisition of Burns Fry by Bank of Montreal in 1994. For the past 20 years, John has been involved in numerous M&A, equity and debt financing transactions for oil & gas, pipeline and power generation and distribution companies. In 2004, in addition to client coverage responsibilities in Calgary, John initiated coverage of Chinese energy companies and has developed very good relationships with the State-owned companies and the Chinese National Energy Administration. John brings 30 years of financial industry experience, most recently serving as a Managing Director of the BMO Capital Markets Energy Group. ROBERT POCKAR, M.SC., P.ENG. Mr. Robert Pockar is the President and CEO of Matrix. He joined Matrix in 1993 and has grown with the company through a succession of more senior appointments and responsibilities. Rob provides executive leadership and strategic vision to Matrix. Rob is married to Melissa and they have three children. In the not-for-profit sector, he currently serves on the Board of Directors for Science Alberta Foundation. Rob holds a M.Sc. in Earth Science from the University of Waterloo and a B.Sc. in Civil Engineering from the University of Alberta. W. ROBERT STURGESS, P.ENG. Mr. Rob Sturgess is Principal Engineer at Matrix with a combined 20 years of industry and environmental experience. Mr. Sturgess has a B.Sc. in Mechanical Engineering from Queen s University. Mr. Sturgess specializes in project management, regulatory permitting, Environmental Impact Assessments (EIAs) and industrial approvals applications. Rob has also participated in the founding and management of an independent environmental consulting company, E2 Environmental Alliance, which was successfully merged to create today s Matrix Solutions. He also has served as an executive and corporate Director with these companies and is currently Vice President, Regulatory Approval Services at Matrix. 3
R. BLAKE LOUDEN, P.GEOL. Mr. Blake Louden has a B.Sc. from the University of Calgary (Major in Geology and Minor in Geophysics). Blake is a Principal Geologist at Matrix and has 25 years of consulting hydrogeology and geology experience. From 1986-1992 Blake worked throughout South America and Russia assessing Oil and Gas reserves for lending institutions. Blake has worked with Matrix since 1992 and has conducted more than 600 site assessments in the upstream oil and gas industry. As a Principal Geologist he provides technical support to Matrix projects including geological and hydrogeological assessment, interpretation and design of soil and groundwater remediation systems. Blake s business experience includes serving as a director on the Matrix Board from 2001 to 2006, Operations manager at Matrix from 2002 to 2004 and currently Vice President, Assessment and Remediation Services at Matrix. In his spare time Blake is heavily involved in minor hockey in Calgary, coaching for the past 20 years. PHILLIP M. ULLMAN, P.ENG. Mr. Phil Ullman is a Principal Engineer at Matrix having retired as President and CEO in March 2008. He has a B.Sc. in Chemical Engineering from the University of Alberta and has been an environmental specialist his whole working career. A mixture of private and public employment has provided him with unique experience in project management of multi-disciplinary Environmental Impact Assessments (EIAs), expert testimony, senior management of environmental consulting companies and continuous experience in air quality and noise issues. Phil has founded a number of environmental related consulting companies including Environmental Management Associates, HydroQual Laboratories Limited and E2 Environmental Alliance Inc. He has served as a senior executive in all these companies. Phil s current and previous business experience is as follows Matrix Solutions Inc Director from 2002 E2 Environmental Alliance Inc Director and Chairman from 1998 to 2002 Golder Associates Inc Director from 1993 to 1998 HydroQual Laboratories Limited Director (1990 to 1998), Chairman (1996 to 1998), Secretary/Treasurer (1990 to 1996) Environmental Management Associates Managing Partner and Chairman from 1980 to 1992 4
MARTIN BOBYN, B.SC. Mr. Martin Bobyn joined Matrix in October 2006. Martin is a Principal Environmental Geoscientist with 20 years of experience in geological, hydrogeological and environmental projects. Martin has managed all aspects of exploration for oil sands evaluation programs in the Fort McMurray area including overburden characterization, corehole drilling, geophysical logging and supervising the installation and testing of groundwater supply and disposal wells. Martin also has a strong background in the evaluation and remediation of soil and groundwater impacts and has carried out numerous environmental investigations at upstream and downstream petroleum production and distribution facilities across Western Canada. He has been involved in the development and implementation of Risk Management and Remedial Action Plans at contaminated sites and his experience also includes the development of environmental management systems and regulatory compliance programs for the oil and gas sector. Martin served as Team Lead for the Hydrogeology Group and has recently been appointed to Vice President of Operations, Water Resources. PAUL J. MARTIN, M.SC., P.ENG. Mr. Paul Martin is a Professional Engineer and Matrix Principal with over 20 years of experience in hydrogeologic investigations. Paul s academic background includes a bachelor degree in Civil Engineering (Water Resources & Management Science) and a Master s degree in Hydrogeology, both from the University of Waterloo. Paul s professional experience has put him in executive leadership positions throughout his career; he has led teams of professionals as Consulting Manager at Waterloo Hydrogeologic Inc., President and founder of AquaResource Inc., and currently as Team Lead for the newly formed Quantitative Hydrogeology Team at Matrix. He is recognized as a Groundwater-Modelling Expert by the United Nations, and has successfully completed more than 100 groundwater modelling projects, many of them for regional-scale aquifer systems. Paul has worked on consulting modelling projects for water resources characterization, surface and groundwater hydraulics and hydrology, environmental site assessments, contaminant remediation system design, mine water supply and waste management, municipal landfills and impact evaluation of agricultural activities. Recognizing this varied experience Paul has led and participated in water resource policy development initiatives for the Province of Ontario over the past 8 years, including quantitative Source Water Protection initiatives. International experiences include participation in the EXACT water resources working group on behalf of CIDA as part of the Middle East Peace Process, professional training courses in Europe, Canada and the US, and international assistance in Southeast Asia (Thailand, Vietnam) in cooperation with the International Atomic Energy Agency. In addition, Paul has co-authored and presented more than 40 scientific papers at conferences throughout North America, as well as in Germany, Czech Republic, and China, and has been an invited lecturer at University of Waterloo for more than 10 years. 5
BRENT FORREST, P.ENG. Mr. Brent Forrest is a Professional Engineer and Principal at Matrix with over 15 years of experience. With a strong background in hydrogeology, geophysics and remediation, he provides technical leadership and direction to several initiatives. This including the implementation of a streamlined internal project management system, and the development of Matrix s in-situ remediation and geophysics teams providing clients with effective, pragmatic and cost effective solutions. In his role as Vice President of Project Services Brent provides leadership and business guidance for the internal facing project services groups. Brent obtained a B.A.Sc. in Geological Engineering from the University of Waterloo in 1994. Brent has been with Matrix since 1996 and has grown with the company through a succession of more senior appointments and responsibility. 6