National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer

Part 1 Definitions and Interpretation

In this Instrument… “affairs” means the relationship among a reporting issuer, its affiliates, and their securityholders, partners, directors and officers, other than the business carried on by the reporting issuer;

In this Instrument… “annual report” means an annual report of a reporting issuer that includes the audited annual financial statements of the reporting issuer, and any other document required by Canadian securities legislation to be included in or sent with an annual report;

In this instrument…“beneficial owner” means, for a security held by an intermediary in an account, the person or company that is identified as providing the instructions contained in a client response form or, if no instructions are provided, the person or company that has the authority to provide those instructions;

In this instrument…“beneficial ownership determination date” means, for a meeting,

(a) the record date for voting, or

(b) in the absence of a record date for voting, the record date for notice;

In this instrument…“business day” means a day other than a Saturday, Sunday or statutory holiday in the local jurisdiction;

In this Instrument… “CDS” means the Canadian Depository for Securities Limited and any successor to its depository business;

In this Instrument… “client” means a person or company on whose behalf an intermediary directly holds a security;

In this Instrument… “client response form” means the form of response set out in Form 54-101F1;

In this Instrument… “corporate law” means, for a reporting issuer, any legislation, constating instrument or agreement that governs the affairs of the reporting issuer;

In this instrument…“day” means a calendar day unless express reference is made to a business day;

In this Instrument… “depository” means CDS and any other person or company recognized as a depository by the securities regulatory authority for the purpose of this Instrument;

In this Instrument… “explanation to clients” means an explanation to clients set out in the form of Form 54-101F1;

In this Instrument… “FINS” means Financial Institution Numbering System;

In this instrument…“intermediary” means, for a security, a person or company that, in connection with its business, holds the security on behalf of another person or company, and that is not

(a) a person or company that holds the security only as a custodian, and is not the registered securityholder of the security nor holding the security as a participant in a depository,

(b) a depository, or

(c) a beneficial owner of the security;

In this Instrument… “intermediary master list” means a list of intermediaries that a depository maintains under section 5.1;

In this Instrument… “intermediary search request” means the request referred to in section 2.3;

In this Instrument… “meeting” means a meeting of securityholders of a reporting issuer;

In this Instrument… “NOBO” means a non-objecting beneficial owner;

In this Instrument… “NOBO list” means a non-objecting beneficial owner list;

In this Instrument… “nominee” means a person or company that acts as a passive title-holder to hold securities and does not carry on business in its own right;

In this Instrument… “non-objecting beneficial owner” means a beneficial owner of securities that

(a) has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner does not object, for that account, to the intermediary disclosing ownership information about the beneficial owner under this Instrument, or

(b) is a non-objecting beneficial owner under subparagraph (i) or (ii) of paragraph 3.3(b);

In this instrument…“notice-and-access” means

(a) in respect of registered holders of voting securities of a reporting issuer, the delivery procedures referred to in section 9.1.1 of National Instrument 51-102 Continuous Disclosure Obligations, or

(b) in respect of beneficial owners of securities of a reporting issuer, the delivery procedures referred to in section 2.7.1;

In this instrument…“notification of meeting and record dates” means the notification referred to in section 2.2;

In this Instrument… “NP41” means National Policy Statement No. 41;

In this Instrument… “objecting beneficial owner” means a beneficial owner of securities that

(a) has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner objects, for that account, to the intermediary disclosing ownership information about the beneficial owner under this Instrument, or

(b) is an objecting beneficial owner under subparagraph (iii) of paragraph 3.3(b);

In this Instrument… “OBO” means an objecting beneficial owner;

In this Instrument… “omnibus proxy” means, for a meeting,

(a) for a depository, a proxy in the form of Form 54-101F3, and

(b) for an intermediary, a proxy in the form of Form 54-101F4;

In this Instrument… “ownership information” means, for a beneficial owner of securities that holds the securities through an intermediary in an account of the intermediary, the beneficial owner’s name, address, holdings of the securities in the account, preferred language of communication, if known, the electronic mail address of the beneficial owner, and whether the beneficial owner has given to the intermediary a currently valid consent to the electronic delivery of documents from the intermediary;

In this Instrument… “participant in a depository” means a person or company for whom a depository maintains an account in which entries may be made to effect a transfer or pledge of a security;

In this Instrument… “preferred language of communication” means either the English language or the French language;

In this Instrument… “proximate intermediary” means, for a security,

(a) a participant in a depository holding the security, or

(b) an intermediary that is the registered holder of the security;

In this Instrument… “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 or beneficial owners of the securities;

In this Instrument… “record date for notice” means, for a meeting, the date established in accordance with corporate law for the determination of the registered holders of securities that are entitled to receive notice of the meeting;

In this Instrument… “record date for voting” means, for a meeting, the date, if any, established in accordance with corporate law for the determination of the registered holders of securities that are entitled to vote at the meeting;

In this Instrument… “registered holder” means, for a security, the person or company shown as the holder of the security on the books or records of the reporting issuer;

In this Instrument… “request for beneficial ownership information” means, for a security, a request for beneficial ownership information in the form of Form 54-101F2 sent by a reporting issuer to a proximate intermediary holding the security;

In this Instrument…“SEC issuer” means an issuer that

(a) has a class of securities registered under section 12 of the 1934 Act or is required to file reports under section 15(d) of the 1934 Act, and

(b) is not registered or required to be registered as an investment company under the Investment Company Act of 1940 of the United States of America, as amended;

In this Instrument… “security” means a security of a reporting issuer;

In this Instrument… “securityholder” means, for a security, the registered holder of the security, the beneficial owner of the security, or both, depending upon the context;

In this Instrument… “securityholder materials” means, for a reporting issuer, materials that are sent to registered holders or beneficial owners of securities of the reporting issuer;

In this Instrument… “send” means to deliver, send or forward or arrange to deliver, send or forward in any manner, including by prepaid mail, courier or by electronic means;

In this Instrument… “special meeting” means a meeting at which a special resolution is being submitted to the securityholders of a reporting issuer;

In this Instrument… “special resolution” for a meeting,

(a) has the same meaning given to the term “special resolution” under corporate law, or

(b) if no such term exists under corporate law, means a resolution that is required to be passed by at least two-thirds of the votes cast;

In this Instrument… “stratification”, in relation to a reporting issuer using notice-and-access, means procedures whereby a paper copy of the information circular and, if applicable, the documents in paragraph 2.7.1 (2) (b), are included with either or both of the following:

(a) the documents required to be sent to registered holders under subsection 9.1 (1) of National Instrument 51-102 Continuous Disclosure Obligations;

(b) the documents required to be sent to beneficial owners under subsection 2.7.1 (1);

In this Instrument… “transfer agent” means a person or company that carries on the business of a transfer agent.