Canada Business Corporations Regulations, 2001

60 For the purpose of section 61, dissident means a person, other than the management of the corporation and its affiliates and associates, by or on behalf of whom a solicitation is made, and includes a committee or group that solicits proxies, any member of the committee or group and any person whether or not named as a member who, acting alone or with one or more other persons, directly or indirectly takes the initiative or engages in organizing, directing or financing the committee or group, except

• (a) a person who contributes not more than $250 and who is not otherwise a person by whom or on whose behalf the solicitation is made;

• (b) a bank or other lending institution or a broker or dealer that, in the ordinary course of business, lends money or executes orders for the purchase or sale of shares and is not otherwise a person by whom or on whose behalf the solicitation is made;

• (c) a person retained or employed by a person by whom or on whose behalf the solicitation is made to solicit proxies and who is not otherwise a person by whom or on whose behalf the solicitation is made;

• (d) a person who only transmits proxy soliciting material or performs administrative or clerical duties in connection with the solicitation;

• (e) a person employed or retained by a person by whom or on whose behalf the solicitation is made in the capacity of lawyer, accountant, publicity agent or financial or public relations adviser, and whose activities are limited to the performance of duties in the course of the employment or retainment;

• (f) a person who is regularly employed as an officer or employee of the corporation or any of its affiliates and who is not otherwise a person by whom or on whose behalf the solicitation is made; and

• (g) an officer or a director of, or a person employed by, a person by or on behalf of whom the solicitation is made, if the officer, director or employee is not otherwise a person by whom or on whose behalf the solicitation is made.