CSA To Provide Temporary Relief for Proxy Material Delivery Amid Postal Disruption

The Canadian Securities Administrators (CSA) announced it will introduce temporary measures to address challenges caused by Canada Post service disruption. These measures will allow reporting issuers to use alternative methods for delivering proxy-related materials for annual meetings, ensuring shareholders can continue to access key information and vote effectively.

Please read CSA's announcement here.

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Key points of the relief include:

• Scope: Applicable only for routine annual meeting matters (e.g. election of directors and appointment of auditors).
• Disclosure Requirements: Proxy materials must be filed on SEDAR+ and posted on the issuer’s website. A news release must also provide clear instructions for accessing materials and voting.

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As per the announcement:

• "The CSA will publish in the coming days a temporary exemption from certain requirements in National Instrument 51-102 Continuous Disclosure Requirements and National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer because reporting issuers are currently unable to deliver proxy-related materials using the postal service."
• "The conditions in the coordinated blanket order will include a requirement that all matters at the meeting are matters routinely submitted to an annual meeting, such as receiving and considering financial statements, fixing the number of directors to be elected and electing directors, and appointing auditors, among other matters. The order will not extend to matters requiring a special resolution under corporate law and the shareholder meeting must not, to the issuer’s knowledge, include a contested matter or a matter that a shareholder would reasonably consider to be contentious."
• "In addition, reporting issuers relying on the temporary exemption will have to ensure proxy-related materials are filed on SEDAR+ and the reporting issuer’s website, and they will have to issue a news release about the shareholder meeting, including how shareholders can access materials and submit voting instructions."