PART

TITLE

PART 1

DEFINITIONS AND INTERPRETATION

1.1

Definitions

1.2

Holding of Security by Intermediary

1.3

Use of Required Forms

1.4

Fees

PART 2

REPORTING ISSUERS

2.1

Establishment of Meeting and Record Dates

2.2

Notification of Meeting and Record Dates

2.3

Intermediary Search Request - Request to Depository

2.4

No Intermediary Search Request if Reporting Issuer has Electronic Access

2.5

Request for Beneficial Ownership Information

2.6

No Depositories or Intermediaries are Registered Holders

2.7

Sending Proxy-Related Materials to Beneficial Owners

2.8

Other Securityholder Materials

2.9

Direct Sending of Proxy-Related Materials to NOBOs by Reporting Issuer

2.10

Sending Securityholder Materials Against Instructions

2.11

Disclose How Information Obtained

2.12

Indirect Sending of Securityholder Materials by Reporting Issuer

2.13

Fee for Search

2.14

Fee for Sending Materials Indirectly

2.15

Adjournment or Change in Meeting

2.16

Explanation of Voting Rights

2.17

Request for Voting Instructions

2.18

Request for Legal Proxy

2.19

Tabulation and Execution of Voting Instructions

2.20

Abridging Time

PART 3

INTERMEDIARIES’ OBLIGATIONS CONCERNING THE OBTAINING OF BENEFICIAL OWNER INSTRUCTIONS

3.1

Intermediary Information to Depository

3.2

Instructions from New Clients

3.3

Transitional - Instructions from Existing Clients

3.4

Amending Client Instructions

3.5

Application of Instructions to Accounts

PART 4

INTERMEDIARIES’ OTHER OBLIGATIONS

4.1

Request for Beneficial Ownership Information - Response

4.2

Sending of Securityholder Materials to Beneficial Owners by Intermediaries

4.3

Sending Securityholder Materials Against Instructions

4.4

Request for Voting Instructions

4.5

Request for Legal Proxy

4.6

Tabulation and Execution of Voting Instructions

4.7

Securities Legislation

4.8

Fees from Persons or Companies other than Reporting Issuers

PART 5

DEPOSITORIES

5.1

Intermediary Master List

5.2

Index of Meeting and Record Dates

5.3

Depository Response to Intermediary Search Request by Reporting Issuer

5.4

Depository to Send Participant Omnibus Proxy to Reporting Issuer

PART 6

OTHER PERSONS OR COMPANIES

6.1

Requests for NOBO Lists from a Reporting Issuer

6.2

Other Rights and Obligations of Persons and Companies other than Reporting Issuers

PART 7

USE OF NOBO LIST AND INDIRECT SENDING OF MATERIALS

7.1

Use of NOBO List

7.2

Indirect Sending of Materials

PART 8

MISCELLANEOUS

8.1

Default of Party in Communication Chain

8.2

Right to Proxy

PART 9

EXCEPTIONS AND EXEMPTIONS

9.1

Audited Annual Financial Statements or Annual Report

9.2

Exemptions

PART 10

EFFECTIVE DATES AND TRANSITION

10.1

Effective Date of Instrument

10.2

Transition

10.3

Sending of Proxy-Related Materials

10.4

NOBO Lists

Form 54-101F1

EXPLANATION TO CLIENTS AND CLIENT RESPONSE FORM

Form 54-101F2

REQUEST FOR BENEFICIAL OWNERSHIP INFORMATION

Form 54-101F3

OMNIBUS PROXY (DEPOSITORIES)

Form 54-101F4

OMNIBUS PROXY (PROXIMATE INTERMEDIARIES)

Form 54-101F5

ELECTRONIC FORMAT FOR NOBO LIST

Form 54-101F6

REQUEST FOR VOTING INSTRUCTIONS MADE BY REPORTING ISSUER

Form 54-101F7

REQUEST FOR VOTING INSTRUCTIONS MADE BY INTERMEDIARY

Form 54-101F8

LEGAL PROXY

Form 54-101F9

UNDERTAKING