Notice and Request for Comment –Proposed National Instrument 62-105 Security Holder Rights Plans, Proposed Companion Policy 62-105CP Security Holder Rights Plans and Proposed Consequential Amendments (the “Proposed Rule”)

July 10, 2013

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Notice and Request for Comment –Proposed National Instrument 62-105 Security Holder Rights Plans, Proposed Companion Policy 62-105CP Security Holder Rights Plans and Proposed Consequential Amendments (the “Proposed Rule”)

Letter Summary:

As a general comment, the CAC is in favour of re-examining the current regime related to shareholder rights plans. As a matter of good corporate governance, the CAC is concerned that minority shareholders do not have an effective voice in the face of a hostile take-over bid, and believes that the proposal is a good first step to help improve shareholder democracy.

Overview of the Council’s Comments:

We wish to reiterate the importance of harmonized rules in all Canadian jurisdictions. Harmonizing rules regarding take-over bids and defensive tactics would simplify the process for bidders and target companies in circumstances which are already highly charged and for which time is of the essence.