Canada Business Corporations Regulations, 2001

54 (1) A form of proxy required by subsection 150(2) of the Act to be sent to the Director shall indicate, in bold-face type,

• (a) the meeting at which it is to be used; and

• (b) whether the proxy is solicited by or on behalf of the management of the corporation.

(2) A form of proxy shall contain a designated blank space for a date and shall state that, if it is not dated in the space, it is deemed to bear the date on which it is mailed by the person making the solicitation.

(3) A form of proxy, an accompanying management proxy circular or a dissident’s proxy circular shall state, in bold-face type, that the shareholder may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting, and shall contain instructions on the manner in which the shareholder may make the appointment.

(4) If a form of proxy designates a person as proxyholder, it shall provide a means for the shareholder to designate some other person as proxyholder.

(5) A form of proxy shall provide a means for the shareholder to specify that the shares registered in their name are to be voted for or against each matter or group of related matters identified in the notice of meeting or in a management proxy circular, dissident’s proxy circular or proposal under section 137 of the Act, other than the appointment of an auditor and the election of directors.

(6) A form of proxy may confer authority with respect to matters for which a choice is not provided in accordance with subsection (5) if the form of proxy, the management proxy circular or the dissident’s proxy circular states, in bold-face type, how the proxyholder will vote the shares in respect of each matter or group of related matters.

(7) A form of proxy shall provide a means for the shareholder to specify that the shares registered in their name are to be voted or withheld from voting in respect of the appointment of an auditor or the election of directors.

(8) A form of proxy, an accompanying management proxy circular or a dissident’s proxy circular shall state that the shares represented by the proxy will be voted or withheld from voting, in accordance with the instructions of the shareholder, on any ballot that may be called for and that, if the shareholder specified a choice under subsection (5) or (7) with respect to any matter to be acted on, the shares will be voted accordingly.

(9) If a document referred to in subsection (1), (3) or (6) is sent in electronic form, the requirement in those subsections that certain information be set out in bold-face type is satisfied if the information in question is set out in some other manner so as to draw the attention of the addressee to the information.