Regulation 13-102 respecting System Fees

Part 2 GAZETTE OFFICIELLE DU QUÉBEC, March 22, 2023, Vol. 155, No. 12 421 Draft Regulations Draft Regulation Securities Act (chapter V-1.1) System fees Notice is hereby given, in accordance with sections 10 and 11 of the Regulations Act (chapter R-18.1), that the draft regulation 13-102 respecting system fees, appearing below, may be submitted to the Government, which may approve it with or without amendment, on the expiry of 45 days following this publication. The draft regulation replaces the Regulation 13-102 respecting System Fees for SEDAR and NRD (chapter V-1.1, r. 2.1) and determines the fees payable for filing documents with the System for Electronic Document Analysis and Retrieval+ (SEDAR+). The proposed draft regulation will have impacts on some enterprises. While the formalities required from the enterprises that are reporting issuers remain unchanged, some enterprises may experience an overall increase of the fees payable for filing documents in comparison with the current situation. Further information on the draft regulation may be obtained by contacting Jean-Hubert Smith-Lacroix, coordinator, legislative and regulatory development, Direction générale du droit corporatif et des politiquesrela￾tives au secteur financier, Ministère des Finances, by email at: Jean-Hubert.Smith-Lacroix@finances.gouv.qc.ca. Any person wishing to comment on the draft regulation is requested to submit written comments within the 45-day period to the Minister of Finance, 390, boulevard Charest Est, 8e étage, Québec (Québec) G1K 3H4. Eric Girard Minister of Finance © Éditeur officiel du Québec, 2023

422 GAZETTE OFFICIELLE DU QUÉBEC, March 22, 2023, Vol. 155, No. 12 Part 2 REGULATION 13-102 RESPECTING SYSTEM FEES Securities Act (chapter V-1.1, s. 331, 1st par., par. (9) and (12)) Definitions

1. (1) In this Regulation, “annual information form” means (a) an “AIF” as defined by Regulation 51-102 respecting Continuous Disclosure Obligations (chapter V-1.1, r. 24), or (b) an annual information form referred to in Part 9 of Regulation 81-106 respecting Investment Fund Continuous Disclosure (chapter V-1.1, r. 42); “principal regulator” means the principal regulator determined under section 5 of Regulation 13-103 respecting the System for Electronic Data Analysis and Retrieval + (SEDAR+) (insert reference); “shelf prospectus” means a prospectus filed under Regulation 44-102 respecting Shelf Distributions (chapter V-1.1, r. 17); “system fee” means a fee set out in Appendix A or B. (2) In this Regulation, a term referred to in Column 1 of the following table has the meaning ascribed to it in the Regulation referred to in Column 2 opposite that term: Column 1 Defined Term Column 2 Regulation CPC instrument Regulation 45-106 respecting Prospectus Exemptions (chapter V-1.1, r. 21) document Regulation 13-103 respecting the System for Electronic Data Analysis and Retrieval + (SEDAR+) long form prospectus Regulation 41-101 respecting General Prospectus Requirements (chapter V-1.1, r. 14) preliminary MJDS prospectus National Instrument 71-101, The Multijurisdictional Disclosure System (chapter V-1.1, r. 36) rights offering circular Section 2.1 of Regulation 45-106 respecting Prospectus Exemptions SEDAR+ Regulation 13-103 respecting the System for Electronic Data Analysis and Retrieval + (SEDAR+) short form prospectus Regulation 41-101 respecting General Prospectus Requirements sponsoring firm Regulation 33-109 respecting Registration Information (chapter V-1.1, r. 12) © Éditeur officiel du Québec, 2023

Part 2 GAZETTE OFFICIELLE DU QUÉBEC, March 22, 2023, Vol. 155, No. 12 423 Inconsistency with other regulations 2. If there is any conflict or inconsistency between this Regulation and Regulation 13-103 respecting the System for Electronic Data Analysis and Retrieval

• (SEDAR+) (insert reference), this Regulation prevails. System fees for transmission

3. (1) A person described in Column A of Appendix A must pay the corresponding system fee specified in Column C of the Appendix to the person’s principal regulator, if the person transmits a filing of a type described in Column B of the Appendix. (2) Subsection (1) does not apply unless the securities regulatory authority in the local jurisdiction is the person’s principal regulator Annual registrant system fee
4. On December 31 of each year, a sponsoring firm must, for each individual registrant of the sponsoring firm, pay the system fee specified in Column C of Appendix B to the securities regulatory authority if the securities regulatory authority in the local jurisdiction is the individual registrant’s principal regulator on that date. Means of payment
5. A person required to pay a system fee must pay the fee through SEDAR+. Exemption
6. (1) The regulator, except in Québec, or the securities regulatory authority may grant an exemption from this Regulation, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of Regulation 14-101 respecting Definitions (chapter V-1.1, r. 3), opposite the name of the local jurisdiction. Transition
7. (1) Despite section 5, a person required to pay a system fee under Item 1 of Appendix A or under Appendix B must pay the fee through NRD, as defined in Regulation 31-102 respecting National Registration Database (chapter V-1.1, r. 9), until Regulation 13-103 respecting the System for Electronic Data Analysis and Retrieval + (SEDAR+) (insert reference) requires that the person transmit, through SEDAR+, a filing of a type described in Item 1 of Appendix A or in Appendix B. © Éditeur officiel du Québec, 2023

424 GAZETTE OFFICIELLE DU QUÉBEC, March 22, 2023, Vol. 155, No. 12 Part 2 (2) Despite section 3, a person is not required to pay a system fee under Item 2 of Appendix A until Regulation 13-103 respecting the System for Electronic Data Analysis and Retrieval + (SEDAR+) requires that the person transmit, through SEDAR+, a filing of a type described in Item 2 of Appendix A. Repeal 8. Regulation 13-102 respecting System Fees for SEDAR and NRD (chapter V-1.1, r. 2.1) is repealed. Effective date 9. This Regulation comes into force on the fifteenth day following its publication in the Gazette officielle du Québec. APPENDIX A SYSTEM FEES In this Appendix, “application” means a request transmitted through SEDAR+ for a decision of the regulator or securities regulatory authority but, for greater certainty, does not include a pre-filing; “pre-filing” means a request to consult with the principal regulator regarding the application of securities legislation or securities directions generally or the application of securities legislation or a direction to a particular transaction or matter or proposed transaction or matter. Item Column A Person required to file Column B Filing Type Column C System Fee 1 Sponsoring firm – in respect of an individual registrant Application for registration or reactivation of registration $86 2 International dealer or international adviser Annual notice of reliance on exemption from dealer registration requirement or adviser registration requirement $350 3 Investment fund that is a reporting issuer Annual financial statements $525 © Éditeur officiel du Québec, 2023

Part 2 GAZETTE OFFICIELLE DU QUÉBEC, March 22, 2023, Vol. 155, No. 12 425 Item Column A Person required to file Column B Filing Type Column C System Fee 4 Investment fund Preliminary, pro forma, or combined preliminary and pro forma long form prospectus $2200, regardless of whether the applicable long form prospectus relates to the distribution of the securities of one or more than one investment fund Preliminary, pro forma, or combined preliminary and pro forma simplified prospectus $2200, regardless of whether the applicable simplified prospectus relates to the distribution of the securities of one or more than one investment fund 5 Reporting issuer other than an investment fund Annual financial statements $765 6 Reporting issuer, other than an investment fund, that is not a short form prospectus issuer Annual information form $430 7 Investment fund that is not a short form prospectus issuer Annual information form $430 8 Reporting issuer that is a short form prospectus issuer Annual information form $2530 9 Issuer other than an investment fund Preliminary long form prospectus Preliminary prospectus governed by a CPC instrument $950 Preliminary short form prospectus, preliminary shelf prospectus or preliminary MJDS prospectus $1500 © Éditeur officiel du Québec, 2023

426 GAZETTE OFFICIELLE DU QUÉBEC, March 22, 2023, Vol. 155, No. 12 Part 2 10 All filers Issuer bid circular filed under Part 2 of Regulation 62-104 respecting Take-Over Bids and Issuer Bids (chapter V-1.1, r. 35) or take￾over bid circular filed under Part 2 of Regulation 62-104 respecting Take-Over Bids and Issuer Bids $350 11 Issuer, other than an investment fund Rights offering circular $1500 12 All filers Report of exempt distribution $40 13 All filers Pre-filing that is transmitted through SEDAR+ $350 14 All filers Application that is required to be transmitted through SEDAR+ under Regulation 13-103 respecting the System for Electronic Data Analysis and Retrieval + (SEDAR+) (insert reference), (a) if a pre-filing referred to in Item 13 was previously transmitted in respect of the application, and (b) in any other case. $0 $350 APPENDIX B SYSTEM FEES Column A Person required to file Column B Filing Type Column C System Fee Sponsoring firm – in respect of each individual registrant sponsored by the firm Annual registration renewal $86 Item Column A Person required to file Column B Filing Type Column C System Fee 4 Investment fund Preliminary, pro forma, or combined preliminary and pro forma long form prospectus $2200, regardless of whether the applicable long form prospectus relates to the distribution of the securities of one or more than one investment fund Preliminary, pro forma, or combined preliminary and pro forma simplified prospectus $2200, regardless of whether the applicable simplified prospectus relates to the distribution of the securities of one or more than one investment fund 5 Reporting issuer other than an investment fund Annual financial statements $765 6 Reporting issuer, other than an investment fund, that is not a short form prospectus issuer Annual information form $430 7 Investment fund that is not a short form prospectus issuer Annual information form $430 8 Reporting issuer that is a short form prospectus issuer Annual information form $2530 9 Issuer other than an investment fund Preliminary long form prospectus Preliminary prospectus governed by a CPC instrument $950 Preliminary short form prospectus, preliminary shelf prospectus or preliminary MJDS prospectus $1500 106176 © Éditeur officiel du Québec, 2023