Canada Business Corporations Regulations, 2001 (SOR/2001-512)

37 For the purposes of subsection 31(5) of the Act, the prescribed conditions are that

• (a) the particular subsidiary does not acquire a beneficial interest in the delivery shares as a result of its acquisition of those shares and the beneficial interest is acquired by the shareholders of the other body corporate;

• (b) the acquisition by the particular subsidiary of the delivery shares is followed immediately by a transfer of the delivery shares by the particular subsidiary to shareholders of the other body corporate;

• (c) immediately after the transfer of the delivery shares to the shareholders of the other body corporate, the particular subsidiary and the other body corporate are not resident in Canada, for the purposes of the Income Tax Act; and

• (d) after the transfer of the delivery shares to the shareholders of the other body corporate, the other body corporate is a subsidiary body corporate of the particular subsidiary.

38 For the purpose of subsection 31(6) of the Act, the prescribed consequences are that within 30 days after one of the conditions described in section 36 or 37 is not met or ceases to be met, the corporation shall

• (a) cancel the delivery shares on condition that, if the articles of the corporation limit the number of authorized shares, the delivery shares may be restored to the status of authorized but unissued shares;

• (b) return the consideration received by the corporation for the delivery shares to the particular subsidiary; and

• (c) cancel the entry for the consideration in the corporation’s stated capital account.

PART 4Insider Trading

39 For the purpose of paragraph 126(2)(a) of the Act, the prescribed percentage of voting rights is 10%.

40 For the purpose of paragraph 131(1)(d) of the Act, the prescribed percentage of voting rights is 10%.

41 For the purpose of subsection 131(3) of the Act, take-over bid means take-over bid under any legislation that is set out in column 2 of an item of Schedule 2.

42 For the purpose of paragraph 131(4)(c) of the Act, the prescribed circumstances are that the insider

• (a) entered into the purchase or sale as an agent or mandatary pursuant to a specific unsolicited order to purchase or sell;

• (b) made the purchase or sale pursuant to participation in an automatic dividend reinvestment plan, share purchase plan or other similar automatic plan that the insider entered into before the acquisition of the confidential information;

• (c) made the purchase or sale to fulfil a legally binding obligation that the insider entered into before the acquisition of the confidential information; or

• (d) purchased or sold the security as agent, mandatary or trustee in the circumstances described in paragraph (b) or (c).

PART 5Meetings of Shareholders

Record Date

• 43 (1) For the purpose of paragraphs 134(1)(a), (b) and (e) of the Act, the prescribed period for the directors to fix the record date is not more than 60 days before the day on which the particular action is to be taken.

• (2) For the purposes of paragraphs 134(1)(c) and (d) of the Act, the prescribed period for the directors to fix the record date is not less than 21 days and not more than 60 days before the date of the meeting.

• (3) For the purpose of subsection 134(3) of the Act, the prescribed period for the directors to provide notice of the record date is at least seven days before the date fixed.

Notice of Meetings

44 For the purpose of subsection 135(1) of the Act, the prescribed period for the directors to provide notice of the time and place of a meeting of shareholders is not less than 21 days and not more than 60 days before the meeting.

Communication Facilities

• 45 (1) For the purpose of subsection 141(3) of the Act, when a vote is to be taken at a meeting of shareholders, the voting may be carried out by means of a telephonic, electronic or other communication facility, if the facility

  • (a) enables the votes to be gathered in a manner that permits their subsequent verification; and

  • (b) permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each shareholder or group of shareholders voted.

• (2) For the purpose of subsection 141(4) of the Act, a person who is entitled to vote at a meeting of shareholders may vote by means of a telephonic, electronic or other communication facility, if the facility

  • (a) enables the vote to be gathered in a manner that permits its subsequent verification; and

  • (b) permits the tallied vote to be presented to the corporation without it being possible for the corporation to identify how the person voted.

Separate Vote for Each Candidate

45.1 For the purpose of subsection 106(3.3) of the Act, a distributing corporation is a prescribed corporation.

Appointment of Directors

45.2 For the purpose of subsection 106(8.1) of the Act, the prescribed circumstances are that, after the election, the appointment of the individual would fulfil one or more of the requirements set out in subsection 102(2) or 105(3), (3.1), (3.3) or (4) of the Act.

PART 6Shareholder Proposals

46 For the purpose of subsection 137(1.1) of the Act,

• (a) the prescribed number of shares is the number of voting shares

  • (i) that is equal to 1% of the total number of the outstanding voting shares of the corporation, as of the day on which the shareholder submits a proposal, or

  • (ii) whose fair market value, as determined at the close of business on the day before the shareholder submits the proposal to the corporation, is at least $2,000; and

• (b) the prescribed period is the six-month period immediately before the day on which the shareholder submits the proposal.

47 For the purpose of subsection 137(1.4) of the Act,

• (a) a corporation may request that a shareholder provide the proof referred to in that subsection within 14 days after the corporation receives the shareholder’s proposal; and

• (b) the shareholder shall provide the proof within 21 days after the day on which the shareholder receives the corporation’s request or, if the request was mailed to the shareholder, within 21 days after the postmark date stamped on the envelope containing the request.

48 For the purpose of subsection 137(3) of the Act, a proposal and a statement in support of it shall together consist of not more than 500 words.

49 For the purpose of paragraph 137(5)(a) of the Act, the prescribed period is the 60-day period that begins on the 150th day before the anniversary of the previous annual meeting of shareholders.

50 For the purpose of paragraph 137(5)(c) of the Act, the prescribed period before the receipt of a proposal is two years.

• 51 (1) For the purpose of paragraph 137(5)(d) of the Act, the prescribed minimum amount of support for a shareholder’s proposal is

  • (a) 3% of the total number of shares voted, if the proposal was introduced at an annual meeting of shareholders;

  • (b) 6% of the total number of shares voted at its last submission to shareholders, if the proposal was introduced at two annual meetings of shareholders; and

  • (c) 10% of the total number of shares voted at its last submission to shareholders, if the proposal was introduced at three or more annual meetings of shareholders.

• (2) For the purpose of paragraph 137(5)(d) of the Act, the prescribed period is five years.

52 For the purpose of subsection 137(5.1) of the Act, the prescribed period during which the corporation is not required to set out a proposal in a management proxy circular is two years.

53 For the purpose of subsection 137(7) of the Act, the prescribed period for giving notice is 21 days after the receipt by the corporation of the proposal or of proof of ownership under subsection 137(1.4) of the Act, as the case may be.

PART 7Proxies and Proxy Solicitation

Form of Proxy

54 In this Part, NI 51-102 means the version of National Instrument 51-102 that applies within a province set out in column 1 of the table to this section in accordance with the instrument set out in column 2.

• 54.1 (1) For the purpose of subsection 149(1) of the Act and subject to subsection (2), a form of proxy shall be in a form that complies with the requirements set out in section 9.4 of NI 51-102.

• (2) In the case of a vote by shareholders that occurs in the circumstances described in subsection 106(3.4) of the Act,

  • (a) paragraph 6 of section 9.4 of NI 51-102 is to be read without reference to the election of directors; and

  • (b) the form of proxy shall allow the shareholder to specify, for each candidate nominated for director, whether their vote is to be cast for or against the candidate.

Management Proxy Circular

• 55 (1) Subject to subsection (3), a management proxy circular shall be in the form provided for in Form 51-102F5 (Information Circular) of NI 51-102, which form, in the circumstances described in Item 8 of Part 2 of that Form, includes the statement referred to in that Item.

• (2) A management proxy circular shall also set out the following:

  • (a) the percentage of votes required for the approval of any matter that is to be submitted to a vote of shareholders at the meeting, other than the election of directors;

  • (b) a statement of the right of a shareholder to dissent under section 190 of the Act with respect to any matter to be acted on at the meeting and a brief summary of the procedure to be followed to exercise that right;

  • (c) a statement, signed by a director or an officer of the corporation, that the contents and the sending of the circular have been approved by the directors; and

  • (d) a statement indicating the final date by which the corporation must receive a proposal for the purpose of paragraph 137(5)(a) of the Act.

• (3) A management proxy circular for a non-distributing corporation is not required to set out the information provided for in Part 1(c) or Item 9, 10 or 16 of Part 2 of Form 51-102F5 (Information Circular) of NI 51-102, or the statement referred to in Item 8 of Part 2 of that Form.

56 For the purpose of subsection 150(2) of the Act, the prescribed form of statement that shall accompany the copy of the management proxy circular to be sent to the Director under that subsection is a statement signed by a director or an officer of the corporation, to the effect that a copy of the circular has been sent to each director, to each shareholder whose proxy has been solicited and to the auditor of the corporation.

Dissident’s Proxy Circular

• 57 (1) A dissident’s proxy circular shall be in the form provided for in Form 51-102F5 (Information Circular) of NI 51-102, which form, in the circumstances described in Item 8 of Part 2 of that Form, includes the statement referred to in that Item.

• (2) A dissident’s proxy circular for a non-distributing corporation is not required to set out the information provided for in Part 1(c) or Item 9, 10 or 16 of Part 2 of Form 51-102F5 (Information Circular) of NI 51-102, or the statement referred to in Item 8 of Part 2 of that Form.

58 [Repealed, SOR/2008-315, s. 2]

59 [Repealed, SOR/2008-315, s. 2]

60 [Repealed, SOR/2008-315, s. 2]

61 [Repealed, SOR/2008-315, s. 2]

62 [Repealed, SOR/2008-315, s. 2]

63 Information that is not known to a dissident and that cannot be ascertained by them on reasonable inquiry may be omitted from a dissident’s proxy circular, but the circumstances that render the information unavailable shall be disclosed in the proxy circular.