National Instrument 62-103 The Early Warning System and Related Takeover Bid and Insider Reporting Issues

Part 1 Definitions and Interpretation

“acquisition announcement provisions” means the requirement in securities legislation for an acquiror to issue a news release if, during a formal bid for voting or equity securities of a reporting issuer by an entity other than the acquiror, the acquiror acquires ownership of, or control over, securities of the class subject to the bid that, together with the acquiror’s securities of the class, constitute an amount equal to or greater than the amount specified in securities legislation;

“acting jointly or in concert” has the meaning ascribed to that phrase in securities legislation, and, when used in connection with an entity, has the meaning ascribed in securities legislation as if the term “entity” replaced the term “person or company” or similar term;

“applicable definitions” means

(a) the definitions of “take-over bid” and “offeror’s securities” in the take-over provisions, and

(b) the control block distribution definition;

“applicable provisions” means

(a) the early warning requirements,

(b) Part 4,

(c) the moratorium provisions,

(d) the insider reporting requirement, and

(e) the acquisition announcement provisions;

“business unit” means a legal entity or part of a legal entity, or a combination of legal entities or parts of legal entities, that engage in a distinct business or investment activity separately from other businesses and investment activities of the relevant entities;

“control block distribution definition” means the provisions of securities legislation listed in Appendix A;

“early warning requirements” means the requirements set out in section 5.2 of NI 62-104;

“effective control” means, for a reporting issuer, the control in fact of the reporting issuer by an entity through the ownership of, or control over, voting securities of the reporting issuer, other than securities held by way of security only;

“eligible institutional investor” means

(a) a financial institution,

(b) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada), a pension commission of a jurisdiction, or a similar regulatory authority,

(c) a mutual fund that is not a reporting issuer,

(d) an investment manager in relation to securities over which it exercises discretion to vote, acquire or dispose without the express consent of the beneficial owner, subject to applicable legal requirements, general investment policies, guidelines, objectives or restrictions, or

(e) an entity referred to in clauses (D) or (F) of Rule 13d1(b)(1)(ii) under the 1934 Act;

“financial institution” means

(a) a Canadian financial institution,

(b) an entity that is engaged in financial services activities and that is supervised and regulated under the banking, insurance, trust or similar laws of, and incorporated in, the United States of America or Japan, or

(c) a credit institution, within the meaning of European Union Directive 77/780/EEC, whose home member state for purposes of that European Union Directive is France, Germany, Italy or the United Kingdom of Great Britain and Northern Ireland;

“formal bid” means a take-over bid or issuer bid made in accordance with Part 2 of NI 62-104;

“investment manager” means an entity that

(a) either

(i) is registered or licensed to provide investment counselling, portfolio management or similar advisory services in respect of securities, or is exempt from the requirement to be so registered or licensed, under the securities laws of a jurisdiction or of Japan or under the Investment Advisers Act of 1940 of the United States of America, as amended, or

(ii) is subject to European Union Directive 93/22 on investment services in the securities field, and provides the portfolio management services referred to in Section A(3) of the Annex to that Directive, and whose home member state is France, Germany, Italy or the United Kingdom of Great Britain and Northern Ireland, and

(b) provides the services referred to in paragraph (a) for valuable consideration under a contractual arrangement;

“joint actor” means, in relation to an entity and a security, another entity acting jointly or in concert with the entity in connection with the ownership of, or control over, the security;

“moratorium provisions” means the provisions set out in subsection 5.3(1) of NI 62-104;

“news release” includes a press release;

“ownership” means, in relation to a security, the beneficial ownership of the security, and “owns”, “owned” and similar words have corresponding meanings;

“pledgee” includes a holder of any type of security interest;

“portfolio adviser” means an entity that provides investment advice or portfolio management services to, or for, an investment fund;

“securityholding percentage” means, in relation to an entity and a class of securities, the percentage of the outstanding securities of the class owned, together with the percentage controlled by the entity, determined in accordance with the provisions of applicable securities legislation listed in Appendix D and after application of any aggregation relief available under Part 5 that is relied on by the entity;

“significant change in a related financial instrument position” means, in relation to an entity and a related financial instrument that involves, directly or indirectly, a security of a reporting issuer, any change in the entity’s interest in, or rights or obligations associated with, the related financial instrument if the change has a similar economic effect to an increase or decrease in the entity’s securityholding percentage in a class of voting or equity securities of the reporting issuer by 2.5 percent or more;

“take-over provisions” means the provisions in securities legislation that regulate take-over bids and issuer bids;

“underwriting period” means, for an entity acting as an underwriter of securities, the period commencing from the date of execution of an underwriting agreement or commitment until

(a) for securities acquired by the entity upon the exercise of an over-allotment option, four business days after the acquisition of those securities, and

(b) for all other securities, the earlier of

(i) the expiration of 40 days after the date of the closing of the purchase of the securities, and

(ii) the date of the completion of the distribution by the underwriter of the securities.