Decision No. 2025-PDG-0049: Coordinated General Decision 51-932 Regarding Temporary Exemption from Continuous Disclosure and Beneficial Ownership Communication Obligations Due to Postal Service Suspension

DECISION No. 2025-PDG-0049
Coordinated General Decision 51-932 regarding the temporary exemption from the obligations provided for by National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 54-101 Communication with Beneficial Owners of Securities of an Issuer with Respect to the Sending of Certain Proxy-Related Documents During a Suspension of Postal Services

Definitions

1. The expressions used in this general decision have the meanings assigned to them in the Securities Act, RLRQ, c. V-1.1 (the "Act"), National Instrument 14-101 Definitions, RLRQ, c. V-1.1, r. 3, National Instrument 51-102 Continuous Disclosure Obligations, RLRQ, c. V-1.1, r. 24 (the "NI 51-102"), and National Instrument 54-101 Communication with Beneficial Owners of Securities of an Issuer, RLRQ, c. V-1.1, r. 29 (the "NI 54-101").

2. In this decision, the following terms apply:

"annual vote item": any of the following actions:
a) receive and review the audited financial statements of the issuer for the most recently completed financial year, together with the audit report; b) determine the number of directors of the issuer to be elected for the next financial 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 financial year and authorize the directors of the issuer to fix the remuneration to be paid to the auditor; 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 require the issuer or its board of directors to take any specific action, for example, a shareholder advisory vote on the issuer's approach to executive compensation;

"suspension of postal services": the total suspension of all postal services provided by Canada Post nationwide due to the labour action triggered on September 25, 2025, by the Canadian Union of Postal Workers.

Context

3. Section 9.1(1) of NI 51-102 provides that an issuer that convenes a meeting of its registered security holders carrying voting rights must send a proxy form to be used for that meeting to each registered holder entitled to receive notice of the meeting.

4. Section 9.1(2)(a) of NI 51-102 stipulates that an issuer that solicits proxies from its security holders must send a circular together with the notice of meeting to each registered holder covered by the solicitation.

5. Under section 2.7 of NI 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 meet their transmission obligations under securities legislation. The suspension of postal services could prevent issuers using first-class mail from fulfilling their obligations to send proxy-related documents to registered security holders and beneficial owners for meetings held after the commencement of the suspension.

7. While issuers may turn to alternative solutions, such as courier services or, where 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 all circumstances where delivery could otherwise be made by first-class mail.

Decision

8. Pursuant to section 263 of the Act and considering that this does not impair investor protection for the duration of the suspension of postal services, 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, to beneficial owners directly, and to beneficial owners holding their securities through Canadian intermediaries, subject to the following:

a) Canada Post no longer accepts new commercial mailings;

b) each item placed on the agenda of the meeting to which the proxy-related documents relate by the issuer constitutes an annual vote item and is stated in the proxy-related documents filed and, on the date the press release prescribed in paragraph d is filed, no item submitted to a vote:
i) requires approval by special resolution under the applicable corporate law of the issuer; ii) requires the approval of disinterested shareholders, including minority shareholders under National Instrument 61-101 Protection of Minority Security Holders in Special Transactions, RLRQ, c. V-1.1, r. 33; iii) involves a right of dissent or a right to fair value for security holders of any class under the applicable corporate law of the issuer; iv) has not, to the knowledge of the issuer, been contested by a registered security holder or a beneficial owner of securities, nor would reasonably be considered controversial by a registered security holder or a beneficial owner of securities of the issuer;

c) the issuer complies with the filing obligations for proxy-related documents set out in section 9.3 of NI 51-102;

d) the issuer publishes and files a press release containing the following information:
i) the date, time, and place 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 versions 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) are 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 for in 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 unique 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 telephone number where a registered security holder or beneficial owner of securities can request the information indicated in paragraph d of section 8 of this decision;

e) the issuer:
i) posts the press release referred to in paragraph d of section 8 and the proxy-related documents on its website on the date of publication and filing of the press release; ii) prominently on its website, provides 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 section 8, or obtain a copy; iii) transmits proxy-related documents by email to all shareholders who make a request; iv) prominently on its website, provides 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; v) waives the application of a deadline for proxies and accepts proxy votes at least until the close of business on the business day preceding the date of the meeting;

f) the issuer fulfills its transmission obligations set out in section 9.1(1) of NI 51-102 as well as in sections 2.7, 2.9(1), and 2.12(1) of NI 54-101 no later than the seventh day following the date on which Canada Post resumes commercial mailings after the end of the suspension of postal services, except in either of the following cases:
i) Canada Post does not resume commercial mailings at least 15 days before the date of the meeting in question; ii) with respect to a particular registered security holder or beneficial owner of securities, the issuer has transmitted the proxy-related documents by another means.

Effective Date

9. This decision takes effect on October 7, 2025.

Done on October 7, 2025.

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Yves Ouellet
President and Chief Executive Officer