Exhibit 99.1
Securities Commission of Newfoundland and Labrador
Nova Scotia Securities Commission
New Brunswick Securities Commission
Registrar of Securities, Prince Edward Island
Autorité des marches financiers
Ontario Securities Commission
Manitoba Securities Commission
Saskatchewan Securities Commission
Alberta Securities Commission
British Columbia Securities Commission
August 9, 2006
In accordance with Section 11.3 of National Instrument 51-102 — Continuous Disclosure Obligations, we hereby advise of the results of the voting on matters submitted to the Annual and Special Meeting (the "Meeting") of Securityholders of 724 Solutions Inc. (the "Corporation") held on August 8, 2006.
The matters voted upon at the Meeting and the results of the voting were as follows:
Resolution #1: Approval of the arrangement of the Corporation under Section 182 of theBusiness Corporations Act (Ontario) (the "OBCA")
By way of ballot, the special resolution to approve the arrangement was approved. The total votes cast by all shareholders and holders on in-the-money options present in person or represented by proxy, voting together as one class, were as follows:
| | Total Votes | Percentage of Votes Cast | ||
|---|---|---|---|---|
| For | 1,882,233 | 81.85% | ||
| Against | 417,299 | 18.15% | ||
| Abstain | 1,132 | |||
| Total Votes Cast | 2,300,664 | 100% | ||
The total votes cast by all shareholders excluding the votes cast by Interested Persons (Joseph C. Aragona, John J. Sims, Austin Ventures VIII, L.P., Austin Ventures VI, L.P. and Austin Ventures VI Affiliates Fund, L.P.) were as follows:
| | Total Votes | Percentage of Votes Cast | ||
|---|---|---|---|---|
| For | 1,121,491 | 72.88% | ||
| Against | 417,299 | 27.12% | ||
| Abstain | 1,132 | |||
| Total Votes Cast | 1,539,922 | 100% | ||
Resolution #2: Approval of the continuance of the Corporation from theCanada Business Corporations Act to the OBCA
By way of ballot, the special resolution to approve the continuance of the Corporation was approved. The total votes cast by all shareholders present in person or by proxy were as follows:
| | Total Votes | Percentage of Votes Cast | ||
|---|---|---|---|---|
| For | 1,753,795 | 80.90% | ||
| Against | 414,014 | 19.10% | ||
| Abstain | 1,683 | |||
| Total Votes Cast | 2,169,492 | 100% | ||
Resolution #3: Election of Directors for a term expiring not later than the Corporation's 2007 annual meeting
The total votes cast by all shareholders present in person or by proxy were as follows:
| Name of Nominees | Votes For | Percentage of Votes Cast | Votes Withheld | Percentage of Votes Cast | ||||
|---|---|---|---|---|---|---|---|---|
| John J. Sims | 2,347,650 | 81.26% | 541,399 | 18.74% | ||||
| James D. Dixon | 2,352,164 | 81.42% | 536,885 | 18.58% | ||||
| Barry J. Reiter | 2,350,849 | 81.37% | 538,200 | 18.63% | ||||
| Joseph C. Aragona | 2,351,681 | 81.40% | 537,368 | 18.60% | ||||
| J. Ian Giffen | 2,356,984 | 81.58% | 532,065 | 18.42% | ||||
| Benjamin L. Scott | 2,353,241 | 81.45% | 535,808 | 18.55% |
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Resolution #4: Approval of the appointment of KPMG LLP as the auditors of the Corporation and the authorization of the directors to fix their remuneration
By way of ballot, the ordinary resolution to approve the appointment of KPMG LLP was approved. The total votes cast by all shareholders present in person or by proxy were as follows:
| | Total Votes | Percentage of Votes Cast | ||
|---|---|---|---|---|
| For | 2,698,208 | 93.53% | ||
| Against | 186,706 | 6.47% | ||
| Abstain | 4,135 | |||
| Total Votes Cast | 2,889,049 | 100% | ||
DATED: August 9, 2006
| 724 SOLUTIONS INC. | |||
By: | /s/ STEPHEN MORRISON Stephen Morrison Chief Financial Officer and Senior Vice-President, Corporate Services | ||
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