TSX Issuers Should Seek Shareholder Approval at their Next AGM to Amend Security Based Compensation Plans

Effective June 30, 2007 the Toronto Stock Exchange (TSX) will no longer permit issuers with security based compensation arrangements that have amendment procedures that fail to meet TSX standards to make even minor “housekeeping” amendments to their plans without securityholder approval. Issuers should review their security based compensation plans to ensure that their amendment procedures meet TSX standards and, if they do not, shareholder approval of changes to such amendment procedures should be obtained.

Effective January 1, 2005 the TSX introduced several changes to the TSX Company Manual (the Manual), including changes relating to security based compensation arrangements. A “security based compensation arrangement” is defined broadly in Section 613 of the Manual to include any compensation or incentive plan or individual award involving the issuance or potential issuance of securities of the listed issuer from treasury, including stock option, share purchase and restricted