Section 1.1 definitions of "legal proxy" and "request for voting instructions" BEFORE repealed by BC Reg 46/2013, effective February 11, 2013.
"legal proxy" means a voting power of attorney, in the form of Form 54-101F8, granted to a beneficial owner or to a person designated by the beneficial owner, by either an intermediary or a reporting issuer under a written request of the beneficial owner;
"request for voting instructions" means, for a security that carries the right to vote at a meeting,
(a) if the request is made by the reporting issuer, a request for voting instructions from a beneficial owner of the security that is a NOBO, set out in the form of Form 54-101F6, and
(b) if the request is made by an intermediary, a request for voting instructions from the beneficial owner of the security on whose behalf the intermediary holds the security set out in the form of Form 54-101F7;
Section 1.1 definitions of "notice-and-access", "SEC issuer" and "stratification" were added by BC Reg 46/2013, effective February 11, 2013.
Section 1.1 definitions of "proxy-related materials" and "securityholder materials" BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
"proxy-related materials" means securityholder material relating to a meeting that the reporting issuer is required under corporate law or securities legislation to send to the registered holders of the securities;
"securityholder materials" means, for a reporting issuer, materials that are sent to registered holders of securities of the reporting issuer;
Section 1.3 (1) BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
(1) A person or company required to send or use a required form under this Instrument may substitute another form or document or combine the required form with another form or document, so long as the form or document used requests or includes the same information contemplated by the required form.
Section 2.2 (2) (g) and (h) BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
(g) the classes or series of securities that entitle the holder to vote at the meeting; and
(h) whether the meeting is a special meeting.
Section 2.2 (2) (i), (j) and (k) were added by BC Reg 46/2013, effective February 11, 2013.
Section 2.5 (4) BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
(4) A reporting issuer that requests beneficial ownership information under this section shall do so through a transfer agent.
Section 2.5 (5) was added by BC Reg 46/2013, effective February 11, 2013.
Section 2.7.1 (1) (a) (iii) BEFORE amended by BC Reg 140/2023, effective June 9, 2023.
(iii) the website addresses for SEDAR and the non-SEDAR website where the proxy-related materials are posted;
Section 2.7.1 (1) (c) BEFORE amended by BC Reg 140/2023, effective June 9, 2023.
(c) the reporting issuer files on SEDAR the notification of meeting and record dates on the same date that it sends the notification under subsection 2.2 (1);
Section 2.7.1 (1) (d) (i) and (ii) BEFORE amended by BC Reg 140/2023, effective June 9, 2023.
(i) the documents are filed on SEDAR;
(ii) the documents are posted until the date that is one year from the date that the documents are posted, on a website other than the website for SEDAR;
Section 2.7.2 BEFORE amended by BC Reg 140/2023, effective June 9, 2023.
Notice in Advance of First Use of Notice-and-Access
2.7.2 Despite paragraphs 2.7.1 (1) (c) and 2.20 (a.1), the first time that a reporting issuer uses notice-and-access to send proxy-related materials to a beneficial owner of its securities, the reporting issuer must file on SEDAR the notification of meeting and record dates at least 25 days before the record date for notice.
[en. B.C. Reg. 46/2013, Sch. B, s. 8.]
Section 2.9 BEFORE re-enacted by BC Reg 46/2013, effective February 11, 2013.
Direct Sending of Proxy-related Materials to NOBOs by Reporting Issuer
2.9 A reporting issuer that has stated in its request for beneficial ownership information sent in connection with a meeting that it will send proxy-related materials to, and seek voting instructions from, NOBOs shall, subject to section 2.10 and subsection 2.12 (3), send, at its expense, at least 21 days before the date fixed for the meeting, the proxy-related materials for the meeting directly to the NOBOs on the NOBO lists received in response to the request.
Section 2.10 BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
Sending Securityholder Materials against Instructions
2.10 Except as required by securities legislation, no reporting issuer that uses a NOBO list to send securityholder materials directly to NOBOs on the NOBO list shall send the securityholder materials to NOBOs that are identified on the NOBO list as having declined to receive those materials unless the reporting issuer has specified in the request for beneficial ownership information sent under section 2.5 in connection with the sending of materials that the securityholder materials will be sent to all beneficial owners of securities.
Section 2.12 BEFORE re-enacted by BC Reg 46/2013, effective February 11, 2013.
Indirect Sending of Securityholder Materials by Reporting Issuer
2.12 (1) A reporting issuer sending securityholder materials indirectly to beneficial owners shall send to each proximate intermediary that responded to the applicable request for beneficial ownership information the number of sets of those materials specified by that proximate intermediary
(a) at least four business days before the twenty-first day before the date fixed for the meeting, in the case of proxy-related materials that are to be sent on by the proximate intermediary by prepaid mail other than first class mail;
(b) at least three business days before the twenty-first day before the date fixed for the meeting, in the case of all other proxy-related materials that are to be sent on by the proximate intermediary; or
(c) on the day specified in the request for beneficial ownership information, in the case of securityholder materials that are not proxy-related materials that are to be sent on by the proximate intermediary.
(2) A reporting issuer may satisfy its obligation to send securityholder materials to an intermediary under this section by sending the securityholder materials to a person or company designated by the intermediary.
(3) If a proximate intermediary in a foreign jurisdiction holds securities on behalf of NOBOs and
(a) the law of the foreign jurisdiction prohibits the reporting issuer from sending securityholder materials directly to NOBOs; or
(b) the proximate intermediary has stated in response to a request for beneficial ownership information that the law in the foreign jurisdiction requires the proximate intermediary to deliver securityholder materials to beneficial owners,
the reporting issuer shall not, in either case, send securityholder materials to those NOBOs and shall send to that proximate intermediary the number of sets of securityholder materials requested by the proximate intermediary in the response.
Section 2.16 BEFORE re-enacted by BC Reg 46/2013, effective February 11, 2013.
Explanation of Voting Rights
2.16 Proxy-related materials for a meeting sent to a beneficial owner of securities shall explain, in plain language, how the beneficial owner may exercise voting rights attached to the securities, including the right of the beneficial owner to attend and vote the securities directly at the meeting.
Section 2.17 BEFORE re-enacted by BC Reg 46/2013, effective February 11, 2013.
Request for Voting Instructions
2.17 A reporting issuer that sends proxy-related materials that solicit votes or voting instructions directly to a NOBO shall prepare and include with the proxy-related materials, in substitution for the proxy otherwise contained in the proxy-related materials, a request for voting instructions for the matters to which the proxy-related materials relate for return to the reporting issuer.
Section 2.18 BEFORE re-enacted by BC Reg 46/2013, effective February 11, 2013.
Request for Legal Proxy
2.18 If a reporting issuer that has sent directly to a NOBO proxy-related materials for a meeting that solicit voting instructions receives a written request from the NOBO for a legal proxy for the meeting, the reporting issuer shall arrange at no cost to the NOBO to deliver to the NOBO a legal proxy to the extent that the reporting issuer's management holds a proxy given directly by the registered holder or indirectly given by the registered holder through one or more other proxy holders in respect of the securities beneficially owned by the NOBO.
Section 2.20 (a) BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
(a) arranges to have proxy-related materials for the meeting sent in compliance with this Instrument to all beneficial owners at least 21 days before the date fixed for the meeting;
Section 2.20 (a.1) was added by BC Reg 46/2013, effective February 11, 2013.
Sections 4.1 (1) (part) BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
(1) A proximate intermediary that receives a request for beneficial ownership information from a reporting issuer, that pertains to a meeting, shall send to the reporting issuer, through the transfer agent of the reporting issuer that sent the request
Section 4.4 BEFORE re-enacted by BC Reg 46/2013, effective February 11, 2013.
Request for Voting Instructions
4.4 An intermediary that receives proxy-related materials that solicit votes or voting instructions from securityholders, for sending by the intermediary to beneficial owners of the securities, shall prepare and include with the proxy-related materials that it sends to the beneficial owners, in substitution for the proxy otherwise contained in the proxy-related materials, a request for voting instructions for the matters to which the proxy-related materials relate for return to the intermediary.
Sections 4.5 BEFORE re-enacted by BC Reg 46/2013, effective February 11, 2013.
Request for Legal Proxy
4.5 An intermediary that receives a written request from a beneficial owner for a legal proxy for securities the intermediary holds on behalf of the beneficial owner as at the beneficial ownership determination date for a meeting shall send to the beneficial owner a legal proxy to the extent that the intermediary then holds a proxy directly given by the registered holder, or indirectly given by the registered holder through one or more other proxy holders, in connection with the securities held by the intermediary for the beneficial owner.
Section 6.2(6) BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
(6) A person or company, other than a reporting issuer to which the request relates, that sends materials indirectly to beneficial owners shall pay to the proximate intermediary a fee for sending the securityholder materials to the beneficial owners.
Part 7, sections 7.1 and 7.2 BEFORE re-enacted by BC Reg 46/2013, effective February 11, 2013.
Part 7 - Use of Nobo List and Indirect Sending of Materials
Use of NOBO List
7.1 No reporting issuer or other person or company shall use a NOBO list or a report prepared under section 5.3 relating to the reporting issuer and obtained under this Instrument, except in connection with:
(a) sending securityholder materials to NOBOs in accordance with this Instrument;
(b) an effort to influence the voting of securityholders of the reporting issuer;
(c) an offer to acquire securities of the reporting issuer; or
(d) any other matter relating to the affairs of the reporting issuer.
[en. B.C. Reg. 15/2005, s. 12.]
Indirect Sending of Materials
7.2 No person or company other than the reporting issuer shall send any materials indirectly to beneficial owners of a reporting issuer under section 2.12 of this Instrument except in connection with:
(a) an effort to influence the voting of securityholders of the reporting issuer;
(b) an offer to acquire securities of the reporting issuer; or
(c) any other matter relating to the affairs of the reporting issuer.
[en. B.C. Reg. 15/2005, s. 12.]
Form 54-101F1, Part 2 (part) BEFORE amended by BC Reg 383/2010, effective January 1, 2011.
(Important note: These instructions do not apply to any specific request you give or may have given to a reporting issuer concerning the sending of interim financial statements of the reporting issuer. In addition, in some circumstances, the instructions you give in this client response form will not apply to annual reports or financial statements of an investment fund that are not part of proxy-related materials. An investment fund is also entitled to obtain specific instructions from you on whether you wish to receive its annual report or financial statements, and where you provide specific instructions, the instructions in this form with respect to financial statements will not apply.)
Form 54-101F2, items 1 and 2 BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
Item 1 — Name and address of the reporting issuer.
State the name and address of the reporting issuer.
Item 2 — Contact person(s)
State the name, address, telephone number, facsimile number and any electronic mail address or website of the contact person(s) of the reporting issuer, or of the reporting issuer's agent, if applicable, with whom the intermediary should deal.
State the billing address of the reporting issuer or of the reporting issuer's agent if different.
Form 54-101F2, item 6, sections 6.7 and 6.9 BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
6.7 State whether the materials are to be sent by first class mail to the beneficial owners of securities and if not, state what method is to be used to send the materials, bearing in mind the different timing requirements in section 2.12 of the National Instrument. [If materials are to be sent electronically, the sender should bear in mind the principles of National Policy 11-201 and, in Québec, Staff Notice 11-201.]
6.9 If the securityholder materials are to be sent to all beneficial owners of securities, including beneficial owners that have declined to receive them, so state.
Form 54-101F2, item 7, sections 7.9 and 7.11 BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
7.9 State whether the materials are to be sent by first class mail to the beneficial owners of securities and if not, state what method is to be used to send the materials, bearing in mind the different timing requirements in section 2.12 of the National Instrument. [If materials are to be sent electronically, the sender should bear in mind the principles of National Policy 11-201 and, in Québec, Staff Notice 11-201.]
7.11 If the securityholder materials are to be sent to all beneficial owners of securities, including beneficial owners that have declined to receive them, so state.
Form 54-101F2, item 7, section 7.12 was added by BC Reg 46/2013, effective February 11, 2013.
Form 54-101F2, item 8, sections 8.5 and 8.6 BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
8.5 State whether the materials are to be sent by first class mail to the beneficial owners of securities, and, if not, state what method is to be used to send the materials, bearing in mind the different timing requirements in section 2.12 of the National Instrument. [If materials are to be sent electronically, the sender should bear in mind the principles of National Policy 11-201 and, in Québec, Staff Notice 11-201.]
8.6 If the securityholder materials are to be sent to all beneficial owners of securities, including beneficial owners that have declined to receive them, so state.
Form 54-101F2, item 9, sections 9.7 and 9.8 BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
9.7 State whether the materials are to be sent by first class mail to the beneficial owners of securities and, if not, state what method is to be used to send the materials, bearing in mind the different timing requirements in section 2.12 of the National Instrument. [If materials are to be sent electronically, the sender should bear in mind the principles of National Policy 11-201 and, in Québec, Staff Notice 11-201.]
9.8 If the securityholder materials are to be sent to all beneficial owners of securities, including beneficial owners that have declined to receive them, so state.
Form 54-101F2, item 9, section 9.9 was added by BC Reg 46/2013, effective February 11, 2013.
Form 54-101F5 BEFORE re-enacted by BC Reg 46/2013, effective February 11, 2013.
ELECTRONIC FORMAT FOR NOBO LIST
Note: Terms used in this Form have the meanings given to them in National Instrument 54-101. The use of this Form is referenced in sections 1.1, 1.3, 2.5, 2.9, 2.10, 2.11, 4.1, 6.1, 7.1 and 10.4 of National Instrument 54-101.
| HEADER RECORD DESCRIPTION | TYPE | LENGTH | COMMENTS | |
| RECORD TYPE | A | 1 | Header record = A | |
| FINS NUMBER | A | 4 | Prefix T, M, V or C | |
| ISIN3 | A | 12 | ||
| FILLER | X | 3 | Blank | |
| SECURITY DESC. | A | 32 | Security Description | |
| RECORD DATE | N | 8 | Format YYYYMMDD | |
| CREATION DATE | N | 8 | Format YYYYMMDD | |
| FILLER | X | 250 | Blank | |
| DETAIL RECORD DESCRIPTION | TYPE | LENGTH | COMMENTS | |
| RECORD TYPE | A | 1 | Detail Record = B | |
| FINS NUMBER | A | 4 | Same as in Header record | |
| ISIN1 | A | 12 | ||
| FILLER | X | 3 | Blank | |
| FILLER | X | 20 | Blank | |
| NAME | A | 32 | Holder Name | |
| ADDRESS | A | 32 x 6 | Occurs 6 times | |
| FILLER | X | 32 | Blank | |
| POSTAL CODE | A | 9 | ||
| POSTAL REGION | A | 1 | C-Canada; U-USA; F-Foreign (other than USA); H-Hand Deliver | |
| FILLER | X | 2 | Blank | |
| E - MAIL ADDRESS | A | 32 | ||
| LANGUAGE CODE | A | 1 | E-English; F-French | |
| NUMBER OF SHARES | N | 9 | Shareholder Position | |
| RECEIVE ALL MATERIAL | A | 1 | Y/N | |
| AGREE TO ELECTRONIC DELIVERY BY INTERMEDIARY | A | 1 | Y/N | |
| TRAILER RECORD DESCRIPTION | TYPE | LENGTH | COMMENTS | |
| RECORD TYPE | A | 1 | Trailer record = C | |
| FINS NUMBER | A | 4 | Same as in Header record | |
| ISIN3 | A | 12 | ||
| FILLER | X | 3 | Blank | |
| TOTAL SHAREHOLDERS | N | 7 | Number of "B" type records | |
| TOTAL SHARES | N | 11 | Total shares on "B" records | |
| FILLER | X | 280 | Blank |
WARNING: IT IS AN OFFENCE TO USE A NOBO LIST FOR PURPOSES OTHER THAN IN CONNECTION WITH:
a. sending securityholder materials to NOBOs in accordance with National Instrument 54-101;
b. an effort to influence the voting of securityholders of the reporting issuer;
c. an offer to acquire securities of the reporting issuer; or
d. any other matter relating to the affairs of the reporting issuer.
Form 54-101F6 BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
REQUEST FOR VOTING INSTRUCTIONS MADE BY
REPORTING ISSUER
| Note: | Terms used in this Form have the meanings given to them in National Instrument 54-101. The use of this Form is referenced in sections 1.1, 2.11, 2.17 and 2.19 of National Instrument 54-101. References in this Form should be amended as appropriate to refer to the person or company using this Form, in accordance with section 6.2 of National Instrument 54-101. |
[Letterhead of Reporting issuer]
REQUEST FOR VOTING INSTRUCTIONS
To our securityholders:
We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified below. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.
[Include instructions for appointing alternative proxy.]
We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this form to provide your voting instructions to us promptly.
[Specify how and to whom the voting instructions may be returned.]
Should you wish to attend the meeting and vote in person, please write your name in the place provided for that purpose in the voting instructions form provided to you and we will send to you a form of legal proxy which will grant you the right to attend the meeting and vote in person. If you require assistance in that regard, please contact [the undersigned].
[Insert proximate intermediary name, code or identifier; name, address and respective holdings of securities of the relevant series or class held for the NOBO.]
[Insert description of proposals to be voted upon, other instructions or explanations, etc.]
By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
(If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.)
Form 54-101F7 BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
REQUEST FOR VOTING INSTRUCTIONS MADE BY INTERMEDIARY
| Note: | Terms used in this Form have the meanings given to them in National Instrument 54-101. The use of this Form is referenced in sections 1.1, 4.4 and 4.6 of National Instrument 54-101. References in this Form should be amended as appropriate to refer to the person or company using this Form, in accordance with section 6.2 of National Instrument 54-101. |
[Letterhead of Intermediary]
REQUEST FOR VOTING INSTRUCTIONS
To our clients:
We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of securities of the series or class held by us in your account but not registered in your name. Unless you attend the meeting and vote in person, your securities can be voted only by us, as registered holder or proxy holder of the registered holder, in accordance with your written instructions.
[Include instructions for appointing alternative proxy.]
We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this form to provide your voting instructions to us promptly.
[Specify how and to whom the voting instructions may be returned.]
Should you wish to attend the meeting and vote in person, please write your name in the place provided for that purpose in the voting instructions form provided to you and we will send to you a form of legal proxy which will grant you the right to attend the meeting and vote in person. If you require assistance in that regard, please contact [the undersigned].
[Insert intermediary name, code or identifier; name, address and respective holdings of securities of the relevant series or class held for the beneficial owner.]
[Insert description of proposals to be voted upon, other instructions or explanations, etc.]
By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
(If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.)
Form 54-101F8 BEFORE repealed by BC Reg 46/2013, effective February 11, 2013.
[am. B.C. Reg. 15/2005, s. 15.]
LEGAL PROXY
| Note: | Terms used in this Form have the meanings given to them in National Instrument 54-101. The use of this Form is referenced in sections 1.1, 2.18 and 4.5 of National Instrument 54-101. |
LEGAL PROXY
Subject to the paragraph that follows, the undersigned, being a registered holder or proxy holder in respect of securities of the reporting issuer specified below, hereby appoints [insert name(s) from beneficial owner request for a legal proxy], with power of substitution, to attend, vote and otherwise act for and on behalf of the undersigned to the extent of the number of securities specified, in respect of all matters that may come before the meeting of securityholders specified below, and at any adjournment or continuance.
This instrument supersedes and revokes any prior proxy made by the undersigned with respect to the voting of the securities specified below at such meeting, or at any adjournment thereof.
Issuer:
Class/Series of Security:
ISIN Number:
Number of Securities:
Name of Registered Holder of Securities and any Intermediaries through whom proxy is derived:
Date of Meeting:
Place of Meeting:
Beneficial Ownership Determination Date of Meeting:
By voting the securities represented by this legal proxy, you will be acknowledging that you are the beneficial owner of those securities or a person designated by the beneficial owner to vote those securities, and that you are entitled to vote those securities.
| ______________________________________________ Registered Holder of Securities or Proxy holder |
| ______________________________________________ Signing Officer |
| ______________________________________________ Date |
Form 54-101F9 BEFORE amended by BC Reg 46/2013, effective February 11, 2013.
UNDERTAKING
| Note: | Terms used in this Form have the meanings given to them in National Instrument 54-101. The use of this Form is referenced in sections 2.5, 6.1 and 6.2 of National Instrument 54-101. |
I...................................................................................................................................................................................................................,
(Full Residence Address).................................................................................................................................................................................,
[If this undertaking is made on behalf of a body corporate, set out the full legal name of the body corporate, position of person signing and address for service of the body corporate].
SOLEMNLY DECLARE AND UNDERTAKE THAT:
1. I require a list in the required format of the non-objecting beneficial owners of securities of [insert name of the reporting issuer] on whose behalf intermediaries hold securities (a NOBO list), as shown on the records of the intermediaries.
2. I undertake that the information set out on the NOBO list will be used only for the purpose of
(a) sending securityholder materials to NOBOs in accordance with National Instrument 54-101;
(b) an effort to influence the voting of securityholders of the reporting issuer;
(c) an offer to acquire securities of the reporting issuer; or
(d) any other matter relating to the affairs of the reporting issuer.
3. I undertake that, except as permitted under National Instrument 54-101, the NOBO list will not be used to send securityholder materials to those NOBOs that are identified on the NOBO list as having chosen not to receive the materials, and that the materials sent shall include the following statement:
"These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf."
4. I acknowledge that I am aware that it is an offence to use a NOBO list for purposes other than in connection with:
(a) sending securityholder materials to NOBOs in accordance with National Instrument 54-101;
(b) an effort to influence the voting of securityholders of the reporting issuer;
(c) an offer to acquire securities of the reporting issuer; or
(d) any other matter relating to the affairs of the reporting issuer.
| ................................................................................................. Signature |
| ................................................................................................. Name of person signing |
| ................................................................................................. Date |