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ARTICLE · 30 JANUARY 2015

Client Update: Outlook For The 2015 Proxy Season

In preparing for the 2015 proxy season, you should be aware of some regulatory changes that may impact disclosure to and interactions with your shareholders.

CanadaCorporate/Commercial Law

In preparing for the 2015 proxy season, you should be aware of some regulatory changes that may impact disclosure to and interactions with your shareholders. This update highlights what is new in the 2015 proxy season.

WHAT'S NEW FROM CANADIAN EXCHANGES

Majority Voting

The TSX Company Manual was amended on February 3, 2014 to institute a mandatory majority voting policy for election of directors, subject to certain exceptions. The majority voting rulecame into effect on June 30, 2014 so issuers that have not had an annual general meeting since that date should be aware that this rule will apply for the 2015 proxy season. The new rules require the majority voting policy adopted by the issuer to provide for the following:

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