Shareholder FAQs - Annual Meetings

Q: Why am I not allowed to vote in person at the Company’s annual meeting for which I am a holder?

Answer

When you purchased your shares you were probably advised that it would be easier to sell them if they were maintained in your account at the investment dealer through which you made your purchase.  If you had a certificate issued to you and delivered it to your investment dealer then the certificate would have been "deposited" to your account. What happens is that the certificate instead of being issued or if issued and then delivered to your investment dealer, is cancelled* and the shares are credited to the investment dealers share position in CDS (The Canadian Depository for Securities). At this point in time you become a non-registered or beneficial owner of those shares, as they are not registered in your name. Instead, they are registered in the name of CDS & Co.

The laws that govern Canadian corporations typically state that subject to the company's articles or by-laws, only registered holders and properly appointed proxy holders are entitled to attend and vote at shareholder meetings. If you wish to attend and vote at the company's meeting you should do the following: When you receive the package from the investment dealer you will find either a form of proxy called a Management Proxy, or a computer generated form called a Voting Instruction Form. You should carefully read the instructions for completing the forms. In both cases there should be instructions to direct you on how to fill in a particular area of the respective forms if you wish to attend the meeting.

On the Management Proxy there is a blank line that follows the company's management nominees for completion of the appointment of a proxy holder. You should strike out the names that appear on the form and insert your own name in the space if you wish to attend the meeting. Similar instructions will appear on the Voting Instruction Form. In both cases make sure you return the form promptly to ensure it is received and processed within the deadlines indicated. For the Management Proxy Form, once it is returned to the investment dealer they will execute the proxy and indicate the number of shares it is limited to and forward to the company or its transfer agent for tabulation prior to the meeting. When you arrive at the meeting, the scrutineer will have a list of proxy holders and the number of shares they are entitled to vote. After you identify yourself they will add your shares to the number represented at the meeting.