Decision No. 2024-PDG-0065: Coordinated General Decision 51-931 Regarding Temporary Exemption from Continuous Disclosure and Beneficial Ownership Communication Obligations During Canada Post Strike

DECISION No. 2024-PDG-0065
Coordinated General Decision 51-931 Regarding the Temporary Exemption from the Obligations Provided for by Regulation 51-102 on Continuous Disclosure Obligations and Regulation 54-101 on Communication with Beneficial Owners of Securities of an Issuer Regarding the Mailing of Certain Proxy-Related Documents During a Canada Post Strike

Definitions

1. The expressions used in this Decision are defined in the Securities Act, RLRQ, c. V-1.1 (the "Act"), Regulation 14-101 on Definitions, RLRQ, c. V-1.1, r. 3, Regulation 51-102 on Continuous Disclosure Obligations, RLRQ, c. V-1.1, r. 24 (the "Regulation 51-102"), and Regulation 54-101 on Communication with Beneficial Owners of Securities of an Issuer, RLRQ, c. V-1.1, r. 29 (the "Regulation 54-101").
2. In this Decision, the following terms apply:
   "Canada Post Strike": the total suspension of all postal services provided by Canada Post nationwide due to the labour action triggered on November 15 by the Syndicat des travailleurs et travailleuses des postes; "Annual Vote Item": any of the following actions:
   a) receive and review the audited financial statements of the issuer for the most recent fiscal year, accompanied by the audit report; b) determine the number of directors of the issuer to be elected for the next fiscal year; c) elect the directors of the issuer for a term ending at the next annual meeting of shareholders; d) appoint the auditor of the issuer for the next fiscal year and authorize the directors to set their remuneration; e) approve any equity-based compensation plan of the issuer, as required by the rules of the stock exchange on which its securities are listed; f) hold advisory votes that do not obligate the issuer or its board of directors to take any specific action, for example, an advisory shareholder vote on the issuer's approach to executive compensation.

Context
3. Section 1 of Article 9.1 of Regulation 51-102 provides that an issuer that convenes a meeting of its registered security holders with voting rights must send a proxy form to be used for that meeting to each holder entitled to receive the notice of meeting.
4. Subparagraph a of paragraph 2 of Article 9.1 of Regulation 51-102 stipulates that an issuer soliciting proxies from its security holders must send a circular with the notice of meeting to each registered holder targeted by the solicitation.
5. Under Article 2.7 of Regulation 54-101, an issuer required to send proxy-related documents to its registered security holders must send these documents, subject to rare exceptions, to the beneficial owners of its securities.
6. Generally, issuers rely on regular postal services to fulfill their transmission obligations under securities legislation. The Canada Post Strike could prevent these issuers using mail from fulfilling their obligations to send proxy-related documents to registered security holders and beneficial owners of their securities for meetings held after the strike begins.
7. While issuers may turn to alternative solutions, such as courier services or, when permitted by securities legislation and corporate law, electronic transmission, these solutions may not be feasible, particularly regarding delivery to post office boxes, or may not be reasonably accessible in circumstances where delivery could otherwise be made by mail.

Decision
8. Pursuant to Section 263 of the Act and considering that this does not compromise investor protection for the duration of the Canada Post Strike, the Autorité des marchés financiers exempts any issuer that is not an investment fund from the obligation to transmit proxy-related documents to its registered security holders, directly to non-objection beneficial owners and indirectly to objection beneficial owners who hold them through Canadian intermediaries, subject to the following:
a) the Canada Post Strike is in progress; b) each item placed on the agenda of the meeting to which the proxy-related documents relate, and stated in those filed via SEDAR+, constitutes an Annual Vote Item, and on the date the prescribed press release under subparagraph d is filed via SEDAR+, no item submitted to a vote:
i) requires approval by special resolution under the corporate law applicable to the issuer; ii) requires the approval of disinterested shareholders, including minority holders under Regulation 61-101 on Protection of Minority Security Holders in Connection with Special Transactions, RLRQ, c. V-1.1, r. 33; iii) involves a right of dissent or a right to fair value for holders of any class of securities under the corporate law applicable to the issuer; iv) has come to the knowledge of the issuer to be contested by a registered holder or beneficial owner of securities, or would not reasonably be considered controversial by a registered holder or beneficial owner of securities of the issuer; c) the issuer complies with the filing obligations for proxy-related documents set out in Article 9.3 of Regulation 51-102; d) the issuer has published and filed via SEDAR+ a press release containing the following information:
i) the date, time, and location of the meeting to which the proxy-related documents relate; ii) a brief description of each item or group of related items to be voted on at the meeting; iii) a statement indicating that the electronic version of the proxies and voting instruction forms, the circular, and all other proxy-related documents, as applicable:
A) can be accessed on the SEDAR+ website at www.sedarplus.com; B) is prominently displayed on the issuer's website; iv) a statement indicating that the issuer has met all conditions for the exemption from the obligation to transmit proxy-related documents provided by this Decision and is relying on it; v) an explanation for registered security holders and beneficial owners of securities on how to request from the issuer or intermediaries, as applicable:
A) a copy of the circular or voting instruction form; B) the control number required for voting; C) information on how to submit proxy votes to the issuer or voting instructions to intermediaries without using postal services, including the deadline, if any; vi) an email address and phone number where a registered holder or beneficial owner of securities can request the information indicated in subparagraph v of paragraph d of Article 8 of this Decision; e) the issuer:
i) posts the press release referred to in paragraph d of Article 8 and the proxy-related documents on its website on the date of publication of the press release; ii) prominently displays on its website information on how registered security holders and beneficial owners of securities can access the proxy-related documents mentioned in the press release referred to in paragraph d of Article 8, or obtain a copy; iii) prominently displays on its website information on how registered security holders and beneficial owners of securities can submit proxy votes to the issuer or voting instructions to intermediaries without using postal services, including the deadline, if any; f) the issuer fulfills its transmission obligations under paragraph 1 of Article 9.1 of Regulation 51-102 as well as under Article 2.7, paragraph 1 of Article 2.9, and paragraph 1 of Article 2.12 of Regulation 54-102 as soon as possible, but no later than the third day following the date of the end of the Canada Post Strike and the resumption of regular postal services in Canada, except in either of the following cases:
i) regular postal services in Canada do not resume at least seven days before the date of the meeting; ii) with respect to a particular registered holder or beneficial owner of securities, the issuer has transmitted the proxy-related documents by another means.

Effective Date and Duration
9. This Decision takes effect on December 4, 2024, and expires on January 31, 2025.
Done on December 4, 2024.
Yves Ouellet
Chief Executive Officer