CSA Notice of Publication: Amendments and Changes to Certain Regulations and Policy Statements related to the Senior Tier of the Canadian Securities Exchange, the Cboe Canada Inc. and AQSE Growth Market name changes, and Majority Voting Form of Proxy Requirements — AMF — CA

CSA Notice of Publication
Amendments to Certain Regulations and General Instructions Regarding the Senior Tier of the Canadian Securities Exchange, the New Names Cboe Canada Inc. and AQSE Growth Market, and Majority Voting Proxy Requirements June 19, 2025

Introduction
The Canadian Securities Administrators (the "CSA" or "we") are publishing the final version of the amendments to the following texts:

National Instrument 41-101 General Prospectus Requirements;
National Instrument 44-101 Prospectus and Registration Exemptions;
National Instrument 45-106 Prospectus and Registration Exemptions;
National Instrument 51-102 Continuous Disclosure Obligations (the "NI 51-102");
National Instrument 51-105 Disclosure for Foreign Issuers;
National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings;
National Instrument 52-110 Audit Committees;
National Instrument 58-101 Corporate Governance Guidelines;
National Instrument 61-101 Protection of Minority Security Holders in Special Transactions;
National Instrument 62-104 Take-Over Bids and Issuer Bids;
National Instrument 71-101 Continuous Disclosure and Exemptions for Foreign Issuers;
National Instrument 81-101 Mutual Fund Prospectus Disclosure;
(collectively, the "Regulatory Amendments").

They are also publishing the final version of the amendments to the following texts:

General Instruction to National Instrument 44-101 Prospectus and Registration Exemptions;
Canadian Instrument 46-201 Notice of Changes to Initial Public Offerings;
General Instruction to National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings;
(collectively, the "General Instruction Amendments").

It is expected that all CSA members will implement the Regulatory Amendments, where applicable, and subject to the approval of the relevant ministers, they will come into force on September 19, 2025.

The text of the Regulatory Amendments and General Instruction Amendments is published with this notice and can be viewed on the websites of the CSA member jurisdictions, including:

Purpose
The Regulatory Amendments and General Instruction Amendments aim to address the following:

the creation by the Canadian Securities Exchange (the "CSE"), through amendments to its listing policies, of a Senior Tier (the "CSE Senior Tier") for the listing of non-emerging issuers, which is currently classified as an emerging issuer tier in securities legislation;
the objective of ensuring that issuers on the CSE Senior Tier are treated identically under securities legislation to issuers listed on another non-emerging exchange;
the change of name of the PLUS Markets, which have become AQSE Growth Market following their sale by PLUS Markets Group plc;
the change of name of La Neo Bourse Aequitas Inc. to Cboe Canada Inc. due to its acquisition by Cboe Global;
the amendments made to the Canada Business Corporations Act (the "CBCA") regarding "majority voting," which may have created uncertainty regarding the voting choices that must be offered to security holders in an uncontested election of directors for issuers incorporated under the CBCA and those provided for in securities legislation.

Background
The CSE's listing policy amendments establishing the CSE Senior Tier came into force on April 3, 2023. This tier was created for non-emerging issuers, and its initial and continuous listing conditions align with those of non-emerging exchanges. However, the CSE is an emerging exchange within the meaning of "emerging issuer" in securities legislation.

On January 15, 2019, La Neo Bourse Aequitas Inc. became NEO Exchange Inc., and then, on June 1, 2022, Cboe Canada Holdings, ULC acquired the direct shareholder of this exchange. Since January 1, 2024, the latter has been merged with other related entities to form a single legal entity named Cboe Canada Inc.

The PLUS Markets have become AQSE Growth Market, operated by Aquis Stock Exchange Limited.

Furthermore, August 31, 2022, marks the coming into force of amendments affecting the CBCA and the Canada Business Corporations Regulations, 2001 (the "majority voting amendments") which generally require that, in an uncontested election of directors for an issuer incorporated under the CBCA, each candidate for the position of director be elected by a "majority of votes" cast. When the majority voting amendments apply, the proxy form must allow security holders to specify, for each candidate for the position of director, the direction in which the voting right should be exercised, whereas under subsection 6 of section 9.4 of NI 51-102, it must allow specifying whether the proxyholder should exercise or abstain from exercising the voting right attached to the securities.

To dispel any uncertainty regarding the voting choices that must be offered to security holders of issuers incorporated under the CBCA subject to the majority voting amendments and those provided for in subsection 6 of section 9.4 of NI 51-102, the jurisdictions represented within the CSA issued harmonized local decisions on January 31, 2023, which exempt issuers incorporated under the CBCA from the proxy form requirement related to the election of directors provided for in the aforementioned subsection in the context of an uncontested election of directors[1].

In some jurisdictions represented within the CSA, the local decision will expire or be revoked when the related amendments to NI 51-102 come into force. The Ontario local decision will expire on January 31, 2026.

[1] Staff Notice 51-930 Exempting Certain Issuers from the Proxy Form Requirement Related to the Election of Directors.

Summary of Regulatory and General Instruction Amendments On August 1, 2024, we published for comment proposals integrated into the Regulatory Amendments and General Instruction Amendments (the "August 1, 2024 Documents"). For further context and a summary of these amendments, please refer to these documents.

Summary of Written Comments Received by the CSA We received no comments during the 90-day comment period which ended on October 30, 2024.

Summary of Changes Made Since the Comment Period Publication We have made only minor changes to the August 1, 2024 Documents.

Local Interest Points
An appendix to this notice is published in all interested jurisdictions where amendments are made to local securities legislation, including to local notices or other local policy documents. It also contains any other information that relates only to the interested jurisdiction.

Contents of Appendices
Appendix A – Local Interest Points in Quebec

Questions
Please direct your questions to one of the following persons:

Autorité des marchés financiers
Déborah Koualé-Bénimé
Regulatory Expert Analyst
Regulatory Oversight Division
514 395-0337, ext. 4383 deborah.kouale-benime@lautorite.qc.ca

Najla Sebaai
Regulatory Expert Analyst
Regulatory Oversight Division
514 395-0337, ext. 4398 najla.sebaai@lautorite.qc.ca

British Columbia Securities Commission
Larissa Streu
Manager, Corporate Disclosure
Corporate Finance
604 899-6888 lstreu@bcsc.bc.ca

Rina Jaswal
Senior Legal Counsel, Corporate Disclosure
Corporate Finance
604 899-6683 rjaswal@bcsc.bc.ca

Alberta Securities Commission
Mikale White
Senior Legal Counsel, Corporate Finance
403 355-4344 mikale.white@asc.ca

Financial and Consumer Affairs Authority of Saskatchewan Heather Kuchuran Director, Corporate Finance 306 787-1009 heather.kuchuran@gov.sk.ca

Manitoba Securities Commission
Kevin Sharma
Legal Counsel
204 945-5070 kevin.sharma@gov.mb.ca

Ontario Securities Commission
Julius Jn-Baptiste
Senior Legal Counsel, Corporate Finance
416 593-8311 jjnbaptiste@osc.gov.on.ca

APPENDIX A
LOCAL INTEREST POINTS IN QUEBEC

In Quebec, subject to the approval of the relevant minister, National Instrument 45-513 Exemption from Prospectus Requirement for Trades to Existing Security Holders (chapter V-1.1, r. 21.1) will be amended as follows:

National Instrument 45-513 Exemption from Prospectus Requirement for Trades to Existing Security Holders (chapter V-1.1, r. 21.1) is amended by this regulation.
Section 2 is amended by replacing, in the definition of "listed security", "La Neo Bourse Aequitas Inc." with "Cboe Canada Inc.".
Section 3 is amended by replacing, in paragraph b, "La Neo Bourse Aequitas Inc." with "Cboe Canada Inc.".
This regulation comes into force on September 19, 2025.

Any regulation made by the Autorité des marchés financiers (the "Authority") must be submitted to the Minister of Finance for approval, with or without modification, upon the expiration of a period of 30 days from its publication in the Bulletin of the Authority.

Lineage: No known changes