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Canada Business Corporations Regulations, 2001

Version of section 61 from 2006-03-22 to 2008-12-11:

 A dissident’s proxy circular shall contain the following information:

  • (a) the name of the corporation to which it relates;

  • (b) the information required by paragraphs 57(a), (d) and (e);

  • (c) details of the identity and background of each dissident, including

    • (i) their name and address,

    • (ii) their present principal occupation or employment and the name, principal business and address of any body corporate or other person in which the occupation or employment is carried on, and

    • (iii) all convictions in connection with violations of any corporate or securities laws or criminal convictions in a matter of an economic nature, such as fraud or market manipulation, during the preceding 10 years, for which a pardon has not been granted, and the date and nature of each conviction, the name and location of the court and the sentence imposed;

  • (d) details of any material interest of the dissident, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on and the interest of the dissident in the securities of the corporation to which the solicitation relates, including

    • (i) the number of shares in each class of the corporation and of its affiliates and associates that the dissident beneficially owns or over which they exercise control or direction,

    • (ii) the dates on which securities of the corporation were purchased or sold during the preceding two years, the amount purchased or sold on each date and the price at which they were purchased or sold,

    • (iii) if any part of the purchase price or market value of any of the securities specified in subparagraph (ii) is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding the securities, the amount of the indebtedness as of the latest practicable date and a brief description of the transaction, including the names of the parties other than a bank, broker or dealer acting in the transaction in the ordinary course of business,

    • (iv) whether the dissident is, or was within the preceding year, a party to a contract or an understanding with any person in respect of securities of the corporation, including joint ventures, loans or option provisions, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits and the giving or withholding of proxies and, if so, the names of the parties and the details of the contract or understanding, and

    • (v) the number of shares in each class of the corporation or one of its affiliates that any associate of the dissident beneficially owns, directly or indirectly, or over which they exercise control or direction, as well as the name and address of each associate;

  • (e) if directors are to be elected, the information required by paragraphs 57(n), (p), (s) and (x) in respect of each nominee proposed by the dissident for election as a director and in respect of the associates of each nominee;

  • (f) the information required by paragraphs 57(s) and (x) in respect of each dissident and each dissident’s associate; and

  • (g) the details of any contract or understanding, including the names of the parties, between a dissident, or any of the dissident’s associates, and any other person with respect to

    • (i) future employment by the corporation or any of its affiliates, or

    • (ii) future transactions to which the corporation or any of its affiliates will or may be a party.

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