Decision No. 2025-PDG-0050: General Decision Exempting the Obligation to Transmit Interim Financial Reports, Annual Financial Statements, Management Reports, and Fund Performance Reports During a Postal Service Suspension

DECISION NO. 2025-PDG-0050
General Decision Exempting the Obligation to Transmit Interim Financial Reports, Annual Financial Statements, Management Reports, and Fund Performance Reports During a Postal Service Suspension

Definitions

1. The expressions used in this general decision are defined in the Securities Act, RLRQ, c. V-1.1 (the "ASA"), 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 the Regulation on Continuous Disclosure of Investment Funds, RLRQ, c. V-1.1, r. 42 (the "Regulation 81-106").

2. In this decision, the following terms apply:

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

Context

3. Paragraph 3 of section 4.6 and paragraph 1 of section 5.6 of Regulation 51-102 require a reporting issuer to send to registered holders or beneficial owners of its securities, excluding debt securities, who make a request, a copy of its annual financial statements and annual management report, or a copy of its interim financial reports and interim management reports, or both (the "obligation to transmit annual financial statements, interim financial reports, and corresponding management reports").

4. Section 5.1 of Regulation 81-106 requires an investment fund to send to its security holders, where applicable, a copy of its annual financial statements and annual management report on fund performance, if it is required to prepare them, or a copy of its interim financial reports and interim management reports on fund performance, if it is required to prepare them, unless an investment fund has requested permanent or annual instructions in accordance with sections 5.2 and 5.3 of Regulation 81-106 and sends these documents in accordance with those instructions (the "obligation to transmit annual financial statements, interim financial reports, and corresponding management reports on fund performance").

5. Generally, reporting issuers and investment funds rely on regular postal services to fulfill their transmission obligations under securities legislation. The suspension of postal services could prevent them from meeting their obligations to transmit interim financial reports, annual financial statements, management reports, and management reports on fund performance to registered holders and beneficial owners of their securities.

6. While reporting issuers and investment funds may turn to alternative solutions, such as courier services or, where authorized 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 mail.

Decision

7. Pursuant to section 263 of the ASA and considering that this does not undermine investor protection for the duration of the suspension of postal services, the Autorité des marchés financiers exempts any reporting issuer, in the event of a suspension of regular postal services, from the obligation to transmit annual financial statements, interim financial reports, and corresponding management reports provided for in paragraph 3 of section 4.6 and paragraph 1 of section 5.6 of Regulation 51-102, subject to the following conditions:

a) Canada Post no longer accepts new commercial mailings; b) The reporting issuer complies with its filing obligations for its annual financial statements, interim financial reports, and corresponding management reports, where applicable, in accordance with Parts 4 and 5 of Regulation 51-102; c) The reporting issuer publishes and files a news release indicating:
i) that its annual financial statements or interim financial reports, as well as the corresponding management reports, where applicable, have been filed electronically and are posted on the SEDAR+ website at the following address: www.sedarplus.ca; ii) that a copy of the annual financial statements or a copy of the interim financial reports, as well as the corresponding management reports, where applicable, will be sent to each holder who makes a request; iii) the contact information for the person to be contacted by a security holder to obtain the documents indicated in sub-paragraph ii or any information necessary for this purpose; d) The reporting issuer complies with the obligation to transmit annual financial statements, interim financial reports, and corresponding management reports provided for in Regulation 51-102 as soon as possible and, in any case, within ten days following the end of the interruption of regular postal services, unless the reporting issuer has made the necessary arrangements to transmit the documents by other means at the request of the security holder.

8. Pursuant to section 263 of the ASA and considering that this does not undermine investor protection for the duration of the suspension of postal services, the AMF exempts an investment fund, in the event of an interruption of regular postal services, from the obligation to transmit annual financial statements, interim financial reports, and corresponding management reports on fund performance provided for in section 5.1 of Regulation 81-106, subject to the following conditions:

a) Canada Post no longer accepts new commercial mailings; b) The investment fund complies with its filing obligations for its annual financial statements, interim financial reports, and corresponding management reports on fund performance, where applicable, in accordance with Parts 2 and 4 of Regulation 81-106; c) The investment fund publishes and files a news release indicating:
i) that its annual financial statements or interim financial reports, as well as the corresponding management reports on fund performance, where applicable, have been filed electronically and are posted on the SEDAR+ website at the following address: www.sedarplus.ca; ii) that a copy of the annual financial statements or a copy of its interim financial reports, as well as the corresponding management reports on fund performance, where applicable, will be sent to each holder who makes a request; iii) the contact information for the person to be contacted by a security holder to obtain the documents indicated in sub-paragraph ii or any information necessary for this purpose; d) The investment fund complies with the obligation to transmit annual financial statements, interim financial reports, and corresponding management reports on fund performance provided for in Regulation 81-106 as soon as possible and, in any case, within ten days following the end of the interruption of regular postal services, unless the investment fund has made the necessary arrangements to transmit the documents by other means at the request of the security holder.

This exemption does not in any way affect the obligations of reporting issuers and investment funds to file documents with the AMF and to publish their results.

Effective Date

This decision takes effect on October 7, 2025.

Done on October 7, 2025.

Yves Ouellet
President and Chief Executive Officer