Canada Business Corporations Regulations, 2001

58 An interest may be omitted from a management proxy circular if

• (a) the rate or charges involved are fixed by law or determined by competitive bids;

• (b) the interest of the person in the transaction is solely that of a director of another body corporate that is a party to the transaction;

• (c) the transaction involves services as a bank or other depository of funds, transfer agent, registrar or trustee under a trust indenture or other similar services; or

• (d) the transaction does not involve, directly or indirectly, remuneration for services and the interest of the person results from the beneficial ownership, direct or indirect, of less than 10% of any class of voting shares of another body corporate that is a party to the transaction, the transaction is in the ordinary course of business of the corporation or one of its subsidiaries and the amount of the transaction or series of transactions is less than 10% of the total sales or purchases, as the case may be, of the corporation and its subsidiaries for their last completed financial year.