Proposals
The Corporation’s articles of incorporation provide that the Board of Directors consists of a minimum of three (3) and a maximum of twelve (12) directors. The Board currently consists of ten (10) directors. The Corporation’s shareholders have previously passed a special resolution authorizing the directors of the Corporation to set the number of directors to be elected at a shareholders’ meeting.
The Board has set the number of directors to be elected at the Meeting at ten (10). Under the by-laws of the Corporation, directors of the Corporation are elected annually. Each director will hold office until the next annual meeting or until the successor of such director is duly elected or appointed, unless such office is earlier vacated in accordance with the by-laws.
The Board recommends that shareholders vote FOR the election of the proposed nominees whose names are set forth below. In the absence of a contrary instruction, the person(s) designated by management of the Corporation in the enclosed form of proxy intend to vote FOR the election as directors of the proposed nominees whose names are set forth below. Management does not contemplate that any of the proposed nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the Common Shares represented by properly executed proxies given in favour of such nominee(s) may be voted by the person(s) designated by management of the Corporation in the enclosed form of proxy, in their discretion, in favour of another nominee.
At the Meeting, the holders of Common Shares will be asked to appoint Ernst & Young LLP as the Corporation’s auditor to act until the next annual meeting of shareholders or until a successor is appointed, and to authorize the Board of Directors to fix the auditor’s remuneration.
The Corporation maintains robust policies and procedures to assess the external auditor’s performance, objectivity, and independence. The Audit Committee, composed entirely of independent directors, oversees this evaluation and balances the importance of auditor independence with the need for continuity and institutional knowledge to effectively audit a complex organization.
The Audit Committee conducts an annual evaluation of the external auditor’s qualifications, expertise, and performance, including a review of the lead engagement partner(s). It also assesses any relationships or services that may impact independence and pre-approves all non-audit engagements, except where such services do not exceed 5% of total fees paid to the external auditor in the applicable fiscal year.
The Corporation remains committed to maintaining auditor independence and continuously enhancing its oversight practices, including periodically reviewing the appropriateness of auditor rotation policies.
The Board recommends that shareholders vote FOR the appointment of Ernst & Young LLP as auditor of the Corporation and the authorization of the Board of Directors to fix the auditor’s remuneration. In the absence of a contrary instruction, the person(s) designated by management of the Corporation in the enclosed form of proxy intend to vote FOR the appointment of Ernst & Young LLP as auditor of the Corporation to act until the next annual meeting of shareholders or until a successor is appointed and the authorization of the Board of Directors to fix the auditor’s remuneration.
On March 31, 2026, the Board adopted a by-law relating to the advance nomination of directors of the Corporation (the “Advance Notice By-Law”).
The following is a summary only of the principal provisions of the Advance Notice By-Law and is qualified in full by the text of the Advance Notice By-Law attached hereto as Schedule B and is also available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca.
The Advance Notice By-Law establishes a framework for advance notice of director nominations by shareholders of the Corporation. Among other things, the Advance Notice By-Law fixes deadlines by which shareholders must submit a notice of director nominations to the Corporation prior to any annual or special meeting of shareholders where directors are to be elected and sets out the information that a shareholder must include in such notice. The Advance Notice By-Law does not interfere with the ability of shareholders to requisition a meeting or to nominate directors by way of a shareholder proposal in accordance with the Ontario Business Corporations Act (“OBCA”).
To be timely, a shareholder must give valid notice to the Corporation:
(i) in the case of an annual meeting of shareholders (and including an annual and/or special meeting), not less than 40 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement (the “Notice Date”) of the date of the annual meeting was made by the Corporation, notice by the nominating shareholder must be made not later than the close of business on the tenth (10th) day following the Notice Date; and
(ii) in the case of a special meeting that is not also an annual meeting of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made by the Corporation.
The Advance Notice By-Law authorizes the Chair of the meeting to determine whether a nomination was made in accordance with the procedures set forth in the Advance Notice By-Law and, if any proposed nomination is not in compliance with the Advance Notice By-Law, to declare that such defective nomination shall be disregarded. The Board may, in its sole discretion, waive any requirement of the Advance Notice By-Law.
The Corporate Governance, Nominating and Risk Committee and the Board believe that the Advance Notice By-Law sets out a clear and transparent process for all shareholders who intend to nominate directors at a shareholders’ meeting, by providing a reasonable timeframe for shareholders to notify the Corporation of their intention and by requiring shareholders to disclose information concerning the proposed nominees as is mandated by applicable securities laws. The Board will be able to evaluate the proposed nominees’ qualifications and suitability as directors and respond as appropriate in the best interests of the Corporation, and shareholders will be able to make a well-informed voting decision about director nominees. The Advance Notice By-Law is also intended to facilitate an orderly and efficient meeting process.
The Advance Notice By-Law became effective upon its approval by the Board. Pursuant to the provisions of the OBCA, shareholders must confirm the Advance Notice By-Law at the Meeting. If shareholders do not approve the ordinary resolution confirming the adoption of the Advance Notice By-Law, it will no longer be valid.
Accordingly, at the Meeting, shareholders will be asked to consider and, if deemed appropriate, to adopt an ordinary resolution in the form of Schedule A (the “Advance Notice By-Law Resolution”), subject to amendments, variations or additions as may be approved at the Meeting, confirming the adoption of the Advance Notice By-Law. The Advance Notice By-Law Resolution must be passed by a simple majority (50% plus one) of votes cast by shareholders at the Meeting.
The Board recommends that shareholders vote FOR the Advance Notice By-Law Resolution. In the absence of a contrary instruction, the person(s) designated by management of the Corporation in the enclosed form of proxy intend to vote FOR the Advance Notice By-Law Resolution.