2024 Annual Meeting Calculator for CBCA Companies

Question 1:

What was the date of your 2023 AGM? (yyyy/mm/dd)

Officer's Certificate re Abridgement

At the same time as filing your meeting materials on SEDAR, you must file an officer's certificate indicating your reliance on the abridgement provisions and your compliance with the related conditions. Source: NI 54-101 s. 2.20(c).

2024 AGM Deadline

You must host your 2024 AGM within 15 months after your 2023 AGM and within 6 months after your fiscal year end. Sources: CBCA s. 133(1)(b) and TSX Rule 464.

Question 5:

What is your preferred 2024 AGM date? (yyyy/mm/dd)

Note re Meaning of "Day" and "Business Day"

Several of the deadlines calculated below relating to shareholders' meetings depend on the meaning of the words "day" and "business day."
NI 54-101 s. 1.1 definition of "day"
NI 54-101 s. 1.1 definition of "business day"

Record Date

Your record date must be between 30 and 60 days before your AGM. Sources: CBCA s. 134(1)(c) and (d); CBCA Reg. s. 43(2); and NI 54-101 s. 2.1(b). Accordingly, your record date must be no earlier than:

The CBCA permits record dates as close as 21 days before an AGM, but NI 54-101 imposes the longer 30-day lead time.

and no later than:

Question 6:

What is your preferred Record Date: (yyyy/mm/dd)

However, since you are relying on the abridgement accommodations, you are permitted to shorten the 30-day period between the record date and meeting, as long as you comply with the conditions in NI 54-101 s. 2.20.

Question 6:

What is your preferred Record Date? (yyyy/mm/dd)

Your record date must be between 40 and 60 days before your AGM. Sources: NI 54-101 s. 2.7.8; CBCA s. 134(1)(c) and (d); CBCA Reg. s. 43(2) and NI 54-101 s. 2.1(b). (Although the CBCA's minimum lead time for the record date is 21 days before the AGM, when relying on notice-and-access the stricter 40-day minimum lead time is applicable.)

Your record date must be no earlier than:

and no later than:

The 40-day period cannot be abridged; see NI 54-101 s. 2.20(a.1).

Question 6:

What is your preferred Record Date based on the constraints above? (yyyy/mm/dd)

notice&access: weekday from record date in FN 22

Notification of Meeting and Record Date, Intermediary Search Request and NOBO Information

At least 25 days before the record date, you must (1) send a notification of meeting and record date to depositaries, securities regulators and the TSX and (2) make an intermediary search request. Sources: NI 54-101 sections 2.2 and 2.3. Based on your selected record date, you must do this by:

At least 25 days before the record date, you must (1) send a notification of meeting and record date to depositaries, securities regulators and the TSX, (2) make an intermediary search request and (3) file the NMRD on SEDAR. Sources: NI 54-101 sections 2.2, 2.3, 2.7.1(1)(c) and NI 51-102 s. 9.1.1(1)(c). Based on your selected record date, you must do this by:

At least 3 business days before the record date, you must (1) send a notification of meeting and record date to depositaries, securities regulators and the TSX, (2) make an intermediary search request and (3) file* the NMRD on SEDAR. Sources: NI 54-101 sections 2.20(a.1), 2.2, 2.3 and 2.7.1(1)(c) and NI 51-102 s. 9.1.1(1)(c).

Based on your selected record date, you must do this by:

* If you are using notice-and-access for the first time, you must file the NMRD on SEDAR at least 25 days before the record date. This is an exception to an exception; you cannot take advantage of the shorter 3-day deadline. Source: NI 54-101 s. 2.7.2

You must also request beneficial ownership information from the relevant intermediaries in sufficient time to ensure that the meeting materials are delivered by the deadline noted below. Sources: NI 54-101 section 2.5 and section 2.20.

At least 20 days before the record date, you must request beneficial ownership information from the relevant intermediary holders of your securities. Source: NI 54-101 s. 2.5. Based on your selected record date, you must do this by:

At least 20 days before the record date, you must request beneficial ownership information from the relevant intermediary holders of your securities. Sources: NI 54-101 section 2.5. Based on your selected record date, you must do this by:

Under abridgement, you must carry out the requirements under NI 54-101 in sufficient time to ensure that shareholders are sent the meeting materials by the deadline (see Delivery of Meeting Materials to Shareholders below). This includes

(1) sending a notification of meeting and record date to depositaries, securities regulators and the TSX,

(2) making an intermediary search request, and

(3) requesting beneficial ownership information from the relevant intermediaries.

Sources: NI 54-101 sections 2.2, 2.3 and 2.5 and 2.20.

Inform TSX and Publish Record Date in Newspaper

You must inform the TSX of your record date, and publicize the record date by newspaper, at least 7 days in advance. Sources: CBCA s. 134(3) and CBCA Reg. s. 43(3). Based on your selected record date, you must do this by:

See Legal vs. Practical Deadlines at the end of this calculator regarding newspaper publications.

List of Shareholders

A list of shareholders entitled to receive notice of and vote at the AGM must be prepared within 10 days of the record date. Source: CBCA s.138. Based on your selected record date, you must do this by:

Delivery of Meeting Materials to Securityholders

=WEEKDAY FN 11( chosen 2023 agm day) which is 2,3,4,5,6

You must send your meeting materials to intermediaries at least 3 business days before the 21st day before the meeting. Sources: NI 54-101 s. 2.12(2)(a) (3-day rule); CBCA s. 135 and CBCA Reg. s.44 (21-day rule); NI 51-102 s. 9.1, CBCA s. 149(1) and CBCA s. 150(1)(a) (send notice of meeting, proxy and circular to registered owners); OSA s. 85, OSA s. 86 (mandatory proxy solicitation); NI 54-101 s. 2.7 (beneficial owners get the same information as registered owners).

This deadline is:

See Legal vs. Practical Deadlines at the end of this calculator regarding sending meeting materials.

This deadline is:

See Legal vs. Practical Deadlines at the end of this calculator regarding sending meeting materials.

You must send your notice of meeting and proxy/voting form to intermediaries at least 3 business days before the 30th day before the meeting. Sources: NI 54-101 s. 2.12(3)(a), NI 51-102 s. 9.1.1(1)(b); (3-day and 30-day rules); NI 51-102 s. 9.1, CBCA s. 149(1) and CBCA s. 150(1)(a) (send notice of meeting, proxy and circular to registered owners); OSA s. 85, OSA s. 86 (mandatory proxy solicitation); NI 54-101 s. 2.7 (beneficial owners get the same information as registered owners).

get agm-30

get weekday of agm-30

This deadline is:

Although the CBCA permits sending meeting materials up to 21 days before the meeting, when using notice-and-access, the longer 30-day period (plus 3 extra business days when sending via intermediaries using first class mail) is applicable. Also see Legal vs. Practical deadlines at the end of this calculator regarding sending meeting materials.

This deadline is:

Although the CBCA permits sending meeting materials up to 21 days before the meeting, when using notice-and-access, the longer 30-day period (plus 3 extra business days when sending via intermediaries using first class mail) is applicable. Also, see Legal vs. Practical deadlines at the end of this calculator regarding sending meeting materials.

This deadline is:

Although the CBCA permits sending meeting materials up to 21 days before the meeting, when using notice-and-access, the longer 30-day period (plus 3 extra business days when sending via intermediaries using first class mail) is applicable. Also, see Legal vs. Practical deadlines at the end of this calculator regarding sending meeting materials.

You must send your meeting materials to intermediaries at least 4 business days before the 21st day before the meeting. Sources: NI 54-101 s. 2.12(2)(b) (4+21 days rule); CBCA s. 135 and CBCA Reg. s.44 (21-day rule); NI 51-102 s. 9.1, CBCA s. 149(1) and CBCA s. 150(1)(a) (send notice of meeting, proxy and circular to registered owners); OSA s. 85, OSA s. 86 (mandatory proxy solicitation); NI 54-101 s. 2.7 (beneficial owners get the same information as registered owners).

=WEEKDAY FN 11

This deadline is:

See Legal vs. Practical deadlines at the end of this calculator regarding sending meeting materials.

This deadline is:

See Legal vs. Practical deadlines at the end of this calculator regarding sending meeting materials.

You must send your notice of meeting and proxy/voting form to intermediaries at least 4 business days before the 30th day before the meeting. Sources: NI 54-101 s. 2.12(3)(b), NI 51-102 s. 9.1.1(1)(b); (4-day and 30-day rules); NI 51-102 s. 9.1, CBCA s. 149(1) and CBCA s. 150(1)(a) (send notice of meeting, proxy and circular to registered owners); OSA s. 85, OSA s. 86 (mandatory proxy solicitation); NI 54-101 s. 2.7 (beneficial owners get the same information as registered owners).

get agm-30

get weekday of agm-30

This deadline is:

Although the CBCA permits sending meeting materials up to 21 days before the meeting, when using notice-and-access, the longer 30-day period (plus 4 extra business days when sending via intermediaries not using first class mail) is applicable. Also see Legal vs. Practical deadlines at the end of this calculator regarding sending meeting materials.

This deadline is:

Although the CBCA permits sending meeting materials up to 21 days before the meeting, when using notice-and-access, the longer 30-day period (plus 4 extra business days when sending via intermediaries not using first class mail) is applicable. Also, see Legal vs. Practical deadlines at the end of this calculator regarding sending meeting materials.

This deadline is:

Although the CBCA permits sending meeting materials up to 21 days before the meeting, when using notice-and-access, the longer 30-day period (plus 4 extra business days when sending via intermediaries not using first class mail) is applicable. Also see Legal vs. Practical Deadlines at the end of this calculator regarding sending meeting materials.

Your meeting materials must be sent to securityholders no less than 21 days before the meeting. Sources: CBCA s. 135, CBCA Reg. s.44 and NI 54-101 s. 2.9 (21-day rule); NI 51-102 s. 9.1, CBCA s. 149(1) and CBCA s. 150(1)(a) (send notice of meeting, proxy and circular to registered owners); OSA s. 85, OSA s. 86 (mandatory proxy solicitation); NI 54-101 s. 2.7 (beneficial owners get the same information as registered owners).

This deadline is:

Your notice of meeting and the proxy/voting instruction form must be sent to securityholders no less than 30 days before the meeting. Sources: NI 54-101 s. 2.9, NI 51-102 s. 9.1.1(1)(b) (30-day rule); NI 51-102 s. 9.1, CBCA s. 149(1) and CBCA s. 150(1)(a) (send notice of meeting, proxy and circular to registered owners); OSA s. 85, OSA s. 86 (mandatory proxy solicitation); NI 54-101 s. 2.7 (beneficial owners get the same information as registered owners).

This deadline is:

Although the CBCA permits sending meeting materials up to 21 days before the meeting, when using notice-and-access, the longer 30-day period is applicable.

The abridgement provisions do not permit shortening the above deadline for deliverying meeting materials to securityholders. See NI 54-101 s. 2.20(a).

E-Mail Delivery

E-mail delivery of the meeting materials is permissible if the securityholder has consented. Sources: CBCA s. 252.3(2)(a), CBCA Reg. s.7(1), NI 54-101 s. 3.2; and National Policy 11-201.

Under notice-and-access, e-mail delivery of the notice of meeting and proxy/voting form is permissible if the securityholder has consented. Sources: CBCA s. 252.3(2)(a), CBCA Reg. s.7(1); NI 54-101 s. 3.2; NI 51-102 s. 9.1.3; NI 54-101 s. 2.7.5; and National Policy 11-201.

SEDAR Filing of Meeting Materials

The meeting materials must be filed on SEDAR no later than when they are sent to securityholders. Sources: NI 51-102 s. 9.3; OSA s. 81; and NI 51-102 s. 2.7.1(1)(d)(i).

Shareholder Proposals

If a shareholder wishes to have a proposal included in your management information circular, the shareholder should submit the proposal inside the window of 150 to 90 days before the anniversary of your 2022 AGM. Sources: CBCA s.137(5)(a) and CBCA Reg. s.49.

Anniversary of 2023 meeting:

The window for submitting shareholder proposals starts on:

The window ends on:

If a shareholder submits a proposal outside the above window, you are not required to include it in the circular. Sources: CBCA s. 137(5)(a) and CBCA Reg. s.49.

If you recive a shareholder proposal, enter the date of receipt: (yyyy/mm/dd)

If you plan to refuse to include a proposal in your MIC, you must inform the shareholder within 21 days of receiving it. Sources: CBCA s. 137(7) and CBCA Reg. s.53. Based on the date you received the proposal above, you must do this by:

Report of Voting Results

You must file on SEDAR a report of voting results promptly after your AGM. You must also issue a news release disclosing the voting results and, if any director fails to obtain a majority of votes in favour of her/his election, you must send an e-mail to TSX. Sources: NI 51-102 s. 11.3 and TSX Rule 461.4.

Legal vs. Practical Deadlines

This AGM Calculator focusses on legal deadlines under securities and corporate laws. It is a good idea to

(1) build extra days into your calendar so that unforeseen delays do not inadvertently put you offside legal requirements; and

(2) coordinate with the service providers who are working on your behalf to place newspaper advertisements and to print and mail meeting materials to Canadian and U.S. shareholders; to serve you effectively, your service providers may request that you do some tasks a little earlier than legally required.

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