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ARTICLE · 27 JANUARY 2005

Toronto Stock Exchange Provides Clarification of New Rules for Security Based Compensation Arrangements

Goodmans LLP
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The Toronto Stock Exchange (the "TSX") has issued a Staff Notice to provide clarification of the interpretation of recent amendments (the "Amendments") to its Company Manual relating to security based compensation arrangements ("SBCAs") such as stock option plans.

CanadaFinance and Banking
Goodmans LLP
Goodmans LLP
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Introduction

The Toronto Stock Exchange (the "TSX") has issued a Staff Notice to provide clarification of the interpretation of recent amendments (the "Amendments") to its Company Manual relating to security based compensation arrangements ("SBCAs") such as stock option plans. The Amendments became effective on January 1, 2005 and are described in the Goodmans Update dated November 26, 2004.

Security Based Compensation Arrangements Insider Definition

Pursuant to the Amendments, "insider" will have "the same meaning as found in the Securities Act (Ontario) and also includes associates and affiliates of the insider". The TSX has clarified that it will not consider a director or senior officer of a subsidiary or affiliate of a listed issuer as an insider of that listed issuer unless such director or senior officer:

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