CSA Notice of Consultation: Draft Regulation to Amend Regulation 55-104 on Insider Reporting for Investment Funds and Structured Products

CSA Notice of Consultation Draft Regulation to amend Regulation 55-104 respecting Insider Reporting Requirements and Exemptions Relating to Investment Funds and Certain Structured Products April 9, 2026 Introduction The Canadian Securities Administrators (the CSA or we) are publishing for a 60-day comment period a draft amendment (the Draft Amendment) to Part 9 of Regulation 55-104 respecting Insider Reporting Requirements and Exemptions (Regulation 55-104). The comment period will end on June 8, 2026. The text of the Draft Amendment is published with this Notice and will also be available on websites of CSA jurisdictions, including: www.osc.ca www.asc.ca www.bcsc.bc.ca www.fcaa.gov.sk.ca www.fcnb.ca www.lautorite.qc.ca www.mbsecurities.ca nssc.novascotia.ca Substance and Purpose The Draft Amendment is intended to clarify the insider reporting regime applicable to transactions involving investment funds, and certain structured products, such as structured notes, American Depositary Receipts (ADRs) and Canadian Depositary Receipts (CDRs), that are based on securities of the reporting insider’s reporting issuer. The Draft Amendment would clarify that the existing exemption in paragraph 9.7(g) of Regulation 55-104 cannot be relied upon by reporting insiders in connection with transactions in investment funds or certain structured products. Background We are publishing the Draft Amendment at this time following recent interest in certain investment funds for which securities of a reporting issuer would be expected to form a material component of the investment fund’s market value, such as single-issuer exchange traded funds. Single-issuer exchange traded funds were launched in the Canadian market in August 2025. Since that time, other funds have been launched that track major Canadian reporting issuers. In addition, structured products that provide alternative means to obtain economic exposure to a reporting issuer that is equivalent to investing in the securities of a reporting issuer have been

made available. For example, structured notes, ADRs and CDRs have been launched for a wide variety of issuers. Summary of the Draft Amendment The insider reporting exemption in paragraph 9.7(f) of Regulation 55-104 is intended for reporting insiders who acquire or dispose of securities of an investment fund that may hold securities of the reporting insider’s reporting issuer. This exemption includes the important condition that “securities of the reporting issuer do not form a material component of the investment fund's market value”. The exemption in paragraph 9.7(g) of Regulation 55-104 was not intended to be available for investment funds. The Draft Amendment would exclude investment funds from the exemption in paragraph 9.7(g). As a result, the exemption in paragraph 9.7(f) would be the relevant exemption for acquisitions or dispositions of securities of investment funds by reporting insiders. In addition, the Draft Amendment would clarify that the insider reporting exemption in paragraph 9.7(g) does not apply in respect of certain structured products in respect of which the value or market price of the product is derived from, referenced to or based on an underlying security, interest, benchmark or formula that is, or includes as a material component, a security of the reporting issuer or a related financial instrument involving a security of the reporting issuer, such as structured notes, ADRs or CDRs. This is consistent with the policy intent underlying the exemption. Local Matters An annex to this Notice is being published in any local jurisdiction that is proposing related changes to local securities laws, including local notices or other policy instruments in that jurisdiction. It also includes any additional information that is relevant to that jurisdiction only. Request for Comments Please submit your comments in writing on or before June 8, 2026. Submit your comments here: https://www.securities-administrators.ca/consultations/csa-notice￾and-request-for-comment-proposed-amendment-to-national-instrument-55-104-insider￾reporting-requirements-and-exemptions-relating-to-investment-funds-and-certain-structured￾products/. By using the link, your comments will be submitted to the following CSA members. British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers Financial and Consumer Services Commission of New Brunswick Superintendent of Securities, Department of Justice and Public Safety, Prince Edward Island Nova Scotia Securities Commission Office of the Superintendent of Securities, Service NL Northwest Territories Office of the Superintendent of Securities Office of the Yukon Superintendent of Securities Superintendent of Securities, Nunavut

By submitting your comments through the link above, you are also submitting your comments to: Me Philippe Lebel Corporate Secretary and Executive Director, Legal Affairs Autorité des marchés financiers Place de la Cité, tour PwC 2640, boulevard Laurier, bureau 400 Québec (Québec) G1V 5C1 Fax: 514 864-8381 E-mail: consultation-en-cours@lautorite.qc.ca We cannot keep submissions confidential because securities legislation in certain provinces requires publication of the written comments received during the comment period. Comments received will be posted on the websites of each of the Alberta Securities Commission at www.asc.ca, the Autorité des marchés financiers at www.lautorite.qc.ca and the Ontario Securities Commission at www.osc.ca. You should not include personal information directly in comments as the comments will be published and publicly available. It is important that you state on whose behalf you are making the submission. Questions Please refer your questions to any of the following: Autorité des marchés financiers Livia Alionte Senior Continuous Disclosure Coordinator Supervision of Issuers and Insiders 514 395-0337, ext. 4336 livia.alionte@lautorite.qc.ca Charlotte Verdebout Senior Policy Advisor Regulatory Policy 514 395-0337, ext. 4339 charlotte.verdebout@lautorite.qc.ca Ontario Securities Commission Paul Hayward Senior Legal Counsel Corporate Finance Division 416 593-8288 phayward@osc.ca Tegan Raco Legal Counsel II Corporate Finance Division 416 263-7717 traco@osc.ca British Columbia Securities Commission Noreen Bent Chief, Corporate Finance Legal Services 604 899-6741 nbent@bcsc.ca James Leong Senior Legal Counsel, Corporate Finance 604899-6681 jleong@bcsc.bc.ca Alberta Securities Commission Lanion Beck Senior Legal Counsel, Corporate Finance 403 355-3884 lanion.beck@asc.ca Melissa Yeh Legal Counsel, Corporate Finance 403 355-4181 melissa.yeh@asc.ca

Financial and Consumer Affairs Authority of Saskatchewan Caroline Smith Senior Legal Counsel, Securities Division 306 787-9492 caroline.smith@gov.sk.ca Manitoba Securities Commission Patrick Weeks Deputy Director – Corporate Finance 204 945-3326 patrick.weeks@gov.mb.ca Nova Scotia Securities Commission Jack Jiang Securities Analyst, Corporate Finance 902 424-7059 jack.jiang@novascotia.ca Financial and Consumer Services Commission of New Brunswick Ray Burke Manager, Corporate Finance 506 643-7435 ray.burke@fcnb.ca