SOR/2006-317200611

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20196

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TRUST AND LOAN COMPANIES ACTMeetings and Proposals (Trust and Loan Companies) RegulationsP.C.2006-1442200611

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Her Excellency the Governor General in Council, on the recommendation of the Minister of Finance, pursuant to subsections 140(5)a and (7)a and 141(1)b, section 146c and subsections 147(1)d, 154(5)e and 531(1)f of the Trust and Loan Companies Actg, hereby makes the annexed Meetings and Proposals (Trust and Loan Companies) Regulations.aS.C. 2005, c. 54, s. 382bS.C. 2005, c. 54, s. 383cS.C. 2005, c. 54, s. 385dS.C. 2005, c. 54, s. 386(1)eS.C. 2005, c. 54, s. 388fS.C. 2005, c. 54, s. 449gS.C. 1991, c. 45Interpretation

1In these Regulations, Act means the Trust and Loan Companies Act.

Record Date

2(1)For the purposes of subsection 140(5) of the Act, except paragraphs 140(5)(c) and (d), the prescribed period for the record date is not more than 60 days before the day on which the particular action is to be taken.(2)For the purposes of paragraphs 140(5)(c) and (d) of the Act, the prescribed period for the record date is not less than 21 days and not more than 60 days before the day of the meeting.(3)For the purpose of subsection 140(7) of the Act, the prescribed period for the notice of the record date to be given is not less than seven days before the date fixed.

Notice of Meeting

3For the purpose of subsection 141(1) of the Act, the prescribed period for the notice to be sent is not less than 21 days and not more than 60 days before the day of the meeting.

Shareholder Proposals

4(1)For the purpose of subsection 146(1.1) of the Act, the prescribed number of the company's outstanding shares is the number of voting shares(a)that is equal to 1% of the total number of the company's outstanding voting shares as of the day on which the proposal is submitted, or(b)whose fair market value, as determined at the close of business on the day before the day on which the proposal is submitted, is at least $2,000;(2)For the purposes of subsection 146(1.1) of the Act, the prescribed period for the person to have been the registered holder or beneficial owner is the six-month period immediately before the day on which the proposal is submitted.

5For the purpose of subsection 146(1.4) of the Act,(a)the company may request, within 14 days after it receives the person's proposal, that the person provide the proof that they meet the requirements; and(b)the person shall provide the proof that they meet the requirements within 21 days after receiving the company's request.

6For the purposes of subsection 146(3) of the Act, the proposal and the statement in support of it together are not to exceed 500 words.

7For the purpose of paragraph 146(5)(a) of the Act, the prescribed number of days is 90 days.

8For the purpose of paragraph 146(5)(c) of the Act, the prescribed period is two years.

9(1)For the purpose of paragraph 146(5)(d) of the Act, the prescribed minimum amount of support for a proposal is(a)3% of the total number of shares voted if the proposal was introduced at an annual meeting;(b)6% of the total number of shares voted at its last submission if the proposal was introduced at two annual meetings; and(c)10% of the total number of shares voted at its last submission if the proposal was introduced at three or more annual meetings.(2)For the purpose of paragraph 146(5)(d) of the Act, the prescribed period is five years.

10For the purpose of subsection 146(5.1) of the Act, the prescribed period within which the company is not required to set out a proposal in or attach it to a management proxy circular is two years.

11For the purpose of subsection 147(1) of the Act, the prescribed period for the person to be notified is 21 days after the day on which the company receives the proposal or the proof under subsection 146(1.4) of the Act if it has requested that proof.SOR/2008-82, s. 1(E)

Electronic Voting

12For the purpose of subsection 154(5) of the Act, when a vote is held at a meeting, the voting may be carried out by means of a telephonic, electronic or other communication facility, if the facility(a)enables the votes to be gathered in a manner that permits their subsequent verification; and(b)permits the tallied votes to be presented to the company without it being possible for the company to identify how each shareholder or group of shareholders voted.

Coming into Force

13These Regulations come into force on the day on which they are registered.