For information only: Made by the Lieutenant Governor in Council (O.C. 144/2021) on May 27, 2021 pursuant to sections 160 and 307 of the Companies Act. 1 The Companies Regulation (AR 119/2000) is amended by this Regulation. 2 Section 6 is amended (a) by repealing subsection (1) and substituting the following: Information circular for solicitation of proxies 6(1) An information circular for the purposes of Part 6, Division 9 of the Act must contain the following information: (a) whether a person giving a proxy has the power to revoke it and a brief description of any right of revocation that is limited or is subject to compliance with any formal procedure; (b) the name of the person or persons a solicitation of proxies is made by or on behalf of, whether it be the management of the company or another person; (c) the name of any director who intends to oppose any action to be taken by the management of the company and a brief statement of reasons for their opposition; (d) the method of solicitation; (e) if the solicitation is to be made by specially engaged employees or soliciting agents, (i) the material features of any contract or arrangement for the solicitation, (ii) the parties to the contract or arrangement, and (iii) the cost or anticipated cost of the solicitation; (f) the name of the person by whom the cost of soliciting has been or will be borne, directly or indirectly; (g) the brief particulars of any material interest, direct or indirect, by way of beneficial ownership of capital securities or otherwise, of each of the following persons in any matter to be acted on, other than the election of directors or the appointment of auditors: (i) if the solicitation is made by or on behalf of the management of the company, each person who has been a director or senior officer of the company at any time since the beginning of the last completed financial year of the company; (ii) if the solicitation is made otherwise than by or on behalf of the management of the company, each person on whose behalf, directly or indirectly, the solicitation is made; (iii) each proposed nominee for election as a director of the company; (iv) each associate of any of the foregoing persons; (h) the number of shares outstanding of each class of equity shares of the company entitled to be voted at the meeting and the number of votes to which each share of each such class is entitled; (i) the record date when the shareholders entitled to vote at the meeting will be determined or particulars of the closing of the share transfer register, as the case may be, and, if the right to vote is not limited to shareholders of record on a specified record date, the conditions under which shareholders are entitled to vote; (j) if action is to be taken with respect to the election of directors and if the shareholders or any class of shareholders have the right to elect a specified number of directors or have cumulative or similar voting rights, a statement of those rights and a brief statement of the conditions precedent, if any, to the exercise of them; (k) if, to the knowledge of the directors or senior officers of the company, any person beneficially owns, directly or indirectly, equity shares carrying more than 10% of the voting rights attached to all equity shares of the company, the name of each such person, the approximate number of such shares beneficially owned, directly or indirectly, by each such person and the percentage of outstanding equity shares of the company represented by the number of shares so owned; (l) if directors are to be elected, with respect to each person proposed to be nominated for election as a director and each other person whose term of office as a director will continue after the meeting, a statement that includes the following: (i) the name of the person; (ii) whether the person is a proposed nominee as director or is a person whose term of office will continue; (iii) when the term of office of the director or the term of office for which that person is a proposed nominee will expire and all other positions and offices with the company presently held by that person; (iv) the present principal occupation or employment, the name and principal business of any company or other organization in which such employment is carried on and similar information in respect of all of the principal occupations or employments within the 5 preceding years of the person, unless the person is now a director and was elected to the present term of office by a vote of shareholders at a meeting, the notice of which was accompanied by an information circular; (v) the period or periods during which the person has served as a director of the company; (vi) the approximate number of shares of each class of equity shares of the company or of a subsidiary of the company beneficially owned, directly or indirectly, by the person; (vii) if more than 10% of the voting rights attached to all equity shares of the company or of a subsidiary of the company are beneficially owned, directly or indirectly, by the person and that person's associates, the approximate number of each class of such shares beneficially owned by that person and those associates and the name of each associate whose shareholdings are substantial; (m) if any proposed nominee for election as a director is to be elected pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the company acting solely in that capacity, the name of that other person and a brief description of the arrangement or understanding; (n) if action is to be taken with respect to the election of directors, a bonus, profit sharing, remuneration plan, contract, arrangement, pension or retirement plan in which any director or proposed nominee for election as director or senior officer of the company will participate, or the granting or extension to any such person or any options, warrants or rights to purchase shares or convertible securities, (i) the aggregate direct remuneration paid or payable by the company and its subsidiaries whose financial statements are consolidated with those of the company to the directors and the senior officers of the company, during the company's last completed financial year and, as a separate amount, the aggregate direct remuneration paid or payable to those directors and senior officers by the subsidiaries of the company whose financial statements are not consolidated with those of the company, (ii) the estimated aggregate cost to the company and its subsidiaries in the last completed financial year of all pension benefits proposed to be paid, directly or indirectly, by the company or any of its subsidiaries to the directors and senior officers under any normal pension plan in the event of retirement at normal retirement age or, in the alternative, the estimated aggregate amount of all such pension benefits proposed to be paid, directly or indirectly, by the company or any of its subsidiaries in the event of retirement at normal retirement age, (iii) the aggregate of all other remuneration payments made during the company's last completed financial year and, as a separate amount, proposed to be made in the future, directly or indirectly, by the company or any of its subsidiaries pursuant to any existing plan or arrangement to each director or senior officer, excluding payments to be made for, or benefits to be received from, group life or accident insurance, group hospitalization or similar group benefits or payments, (iv) for any options to purchase capital securities of the company or any of its subsidiaries that, since the commencement of the company's last completed financial year, were granted to or exercised by directors or senior officials as a group, without naming them, (A) for options granted, (I) the description and number of capital securities included, (II) the dates of the grant, the prices, expiration dates and other material provisions, (III) the consideration received for the granting of the options, and (IV) where reasonably ascertainable, in a summary the price range of the capital securities in the 30-day period preceding the date of the grant and, if not reasonably ascertainable, a statement to that effect, and (B) for options exercised, (I) the description and number of capital securities purchased, (II) the purchase price, and (III) where reasonably ascertainable, in a summary the price range of the capital securities in the 30-day period preceding the date of purchase and, if not reasonably ascertainable, a statement to that effect, and (v) in regard to (A) each director and each senior officer of the company, (B) each proposed nominee for election as a director of the company, and (C) each associate of any such director, senior officer or proposed nominee who is or has been indebted to the company or its subsidiaries at any time since the beginning of the last completed financial year of the company, the largest aggregate amount of indebtedness outstanding at any time during the period, the nature of the indebtedness and of the transaction in which it was incurred, the amount of indebtedness presently outstanding and the rate of interest paid or charged on the indebtedness; (o) a brief description and approximate amount of any material interest, direct or indirect, of any of the following persons in any transaction since the commencement of the company's last completed financial year or in any proposed transaction that, in either case, has materially affected or will materially affect the company or any of its subsidiaries: (i) any director or senior officer of the company; (ii) any proposed nominee for election as a director of the company; (iii) any shareholder named in answer to clause (k); (iv) any associate or affiliate of any of the persons named in answer to subclauses (i) to (iii); (p) if action is to be taken with respect to the appointment of auditors, name such auditors and, if appointed within the preceding 5 years, the date when they were first appointed; (q) where management functions of the company or a subsidiary are to any substantial degree performed by a person other than the directors or senior officers of the company or subsidiary, (i) details of the agreement or arrangement under which those functions are so performed, including the name and address of any person who is a party to the agreement or arrangement or who is responsible for performing those functions, (ii) the name and address of each insider of any company with which the company or subsidiary has any such agreement or arrangement, (iii) with respect to any person named in answer to subclause (i), the amounts paid or payable by the company and its subsidiaries to that person since the commencement of the company's last completed financial year and particulars with respect to the payments, and (iv) with respect to any person named in answer to subclause (i) or (ii) or their associates or affiliates, (A) any indebtedness of the person to the company or its subsidiaries that was outstanding, and (B) any transaction or arrangement of the person with the company or subsidiary, at any time since the commencement of the company's last completed financial year; (r) unless otherwise described above, if action is to be taken on any matter to be submitted to the meeting of shareholders, other than the approval of financial statements, a brief description of the substance of each such matter, or related groups of matters, in sufficient detail to permit shareholders to form a reasoned judgment concerning the matter. (b) in subsection (2) by striking out "called for in Form 1" and substituting "referred to in subsection (1)". 3 Sections 7 and 9 are repealed. 4 Section 10 is amended (a) by renumbering it as section 10(1); (b) in subsection (1) by striking out "must be in Form 4 in Schedule 1 and" and substituting "must comply with subsection (2) and"; (c) by adding the following after subsection (1): (2) The notice referred to in subsection (1) must contain the following information: (a) the names of the transferor company, the transferee company and the dissenting shareholder to whom notice is being given; (b) a brief description of the offer and, if the offer is limited to a certain class or classes of shareholders, the particulars of the shares; (c) a brief description of the consequences of the offer and next steps; (d) any applicable dates and timelines; (e) the signature of the authorized representative of the transferee company. 5 Section 11 is repealed. 6 The following is added before section 15: Expiry 14.1 For the purpose of ensuring that this Regulation is reviewed for ongoing relevancy and necessity, with the option that it may be repassed in its present or an amended form following a review, this Regulation expires on October 31, 2025. 7 Schedule 1 is repealed. 8 This Regulation comes into force on the coming into force of section 2(135)(a) of the Red Tape Reduction Implementation Act, 2020.