National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer
Part 1 Definitions and Interpretation
Section 1.1 Definitions

beneficial owner

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;


National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer
Part 1 Definitions and Interpretation
Section 1.1 Definitions

intermediary

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;


National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer
Part 1 Definitions and Interpretation
Section 1.1 Definitions

non-objecting beneficial owner

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);


National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer
Part 1 Definitions and Interpretation
Section 1.1 Definitions

notice-and-access

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;


National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer
Part 1 Definitions and Interpretation
Section 1.1 Definitions

objecting beneficial owner

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);


National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer
Part 1 Definitions and Interpretation
Section 1.1 Definitions

ownership information

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;


National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer
Part 1 Definitions and Interpretation
Section 1.1 Definitions

SEC issuer

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;


National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer
Part 1 Definitions and Interpretation
Section 1.1 Definitions

stratification

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);


National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer
Part 1 Definitions and Interpretation
Section 1.3

Use of Required Forms

(1) A person or company required to send or use a required form or document under a provision of this Instrument may substitute for that form or document another form or document, or combine the required form or document with another form or document, if the substituted or combined form or document requests or includes the same information contemplated by the form or document that is otherwise required.

(2) Subsection (1) does not apply to a NOBO list in the form of Form 54-101F5 unless both the party requesting and the party providing the NOBO list agree to an alternative form.