Consultation on the Canada Business CorporationsAct (the “Consultation”)

March 7, 2014

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Consultation on the Canada Business CorporationsAct (the “Consultation”)

Letter Summary:

The management information circular disseminated to shareholders in connection with the annual election of directors should specifically describe, in plain language, the impact on the company and its shareholders if there has been a failure to elect one or more directors (e.g. if any debt covenants or contractual arrangements entered into by the company would be breached) so that shareholders can make an informed choice. To the extent that issues arise from an impending director departure, we believe many of those issues could be managed by delaying the departure of the director for a reasonable period of time until the board can be reconstituted.

Overview of the Council’s Comments:

The CAC is supportive of measures designed to increase accountability, integrity and transparency in the capital markets. The CAC wishes to comment on two topics relating to shareholder rights, specifically, provisions relating to majority voting for directors and issues relating to overvoting.