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Annual Shareholder Meetings - Links


Annual Shareholder Meetings



When planning your Annual or Special Meeting, there are many factors involved with regulatory requirements and best practices. Consider the below items and then contact us to discuss how we can assist you.
Do you intend on utilizing Notice & Access for your proxy mailing?
Do you plan to offer your shareholders an electronic viewing option for your meeting materials? Do you know which shareholders you are required to mail your Annual Financial statements and related MD&A?
Can you meet the required regulatory timelines in advance of your Record Date?
Do you want Reliable to execute your NOBO mailing or Broadridge?
Do you think you may have a contentious shareholder meeting?


RECORD DATE

The Record Date should be set 30 days before the meeting provided you are not utilizing the Notice & Access. If you plan to use Notice & Access the Record Date must be set no less than 40 days before the meeting. National Instrument 54-101 specifies a Record Date "shall be no fewer than 30 and no more than 60 days before the meeting date for Non Notice & Access mailings and no fewer than 40 and no more than 60 days before the meeting date for Notice & Access mailings (refer to NI 54-101, section 2.1 (b) and Section 2.7.8). It is best to set your Record Date at least 5 days earlier than the minimum requirement. Once your dates are set, you must advise the Securities Regulatory Authority, relevant Stock Exchanges and Depositories of your Record Date, Meeting Date and meeting type through a SEDAR filing.
Reliable can prepare your Notice of Meeting and Record Dates and distribute it to the appropriate authorities. Please let us know if you wish for us to file on SEDAR on your behalf. Please provide these details 4 weeks prior to your Record Date.



NOTICE & ACCESS


  • The material must be distributed at least 30 days before the meeting date, and material sent to intermediaries must be sent at least 33 or 34 days before the meeting date, depending on the mailing method to be used (NI 54-101 sections 2.9 and 2.12)
  • When using Notice & Access, the notification of meeting and record date must be filed on SEDAR at least 25 days before the record date.

    • The first time a reporting issuer distributes material using Notice & Access, the option to abridge this timeline in section 2.20(a.1) is not available, as described in NI 54-101 section 2.7.2

    This means that when using Notice & Access, the first steps to be taken under NI 54-101, specifically the notification of Meeting and Record Date, must be scheduled a minimum of 65 days before the meeting date.

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    STANDARD


    • All materials must be mailed a Minimum of 21 days before meeting date

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    What you need to know about mailing Notice and Access packages administered by Broadridge


    Material


    • Notice packages will be mailed in a 6 x 9 envelope. All material to be included in the Notice packages MUST be folded or sized to fit into a 6 x 9 envelope. This material can be C-folded or folded in half along the short side. Material that requires folding will be assessed additional fees and may cause mailing delays.
    • Broadridge has collected standing instructions for Full Set material; the required quantities will be provided on the early search and record date reports. Please ensure that these quantities are provided with the Notice material.
    • Deliver sufficient quantities of material going into both Notice and Full Set packages i.e. Financial Request cards, Notices etc.
    • Deliver material at least 3 business days in advance of your mail date to Broadridge Canada and at least 5 business days in advance of your mail date to Broadridge U.S. We will do our best to accommodate requests for a quicker turnaround time, however rush service fees will apply.

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    Electronic Delivery


    • Electronic delivery can be used when issuers use Notice and Access. Use of e-delivery continues to reduce print and postage costs.
    • URLs must be provided at least 5 business days in advance of your mailing. E-mails will be released on the mail date or upon verification that all URLs are active, whichever is later.
    • Submit URLs to URL.Delivery@Broadridge.com

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    Voting Instruction Form


    • To ensure your mailing is not delayed we require a final version of your proxy card and information circular for preparation of your Voting Instruction Form (VIF). Submit these documents to Issuer.VIF@Broadridge.com.
    • Broadridge conducts at least two audits when preparing your VIF. We may request clarification on items or authorization to proceed. Respond as soon as possible to these requests to ensure no delay in your mailing.

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    Payment Advance


    • An estimated invoice will be provided once preliminary numbers are received from the intermediaries. Please ensure the funds are received by Broadridge prior to the receipt of your mailing material.

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    Stratification Services


    • Under Notice and Access issuers can stratify a mailing to include Full Set meeting materials to securityholders within a range of securities held, by material selection or geographic location.

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    1-800 Consent Collection Service


    • Broadridge's Consent Collection Service enables investors to request printed meeting material for the current meeting and/or future meetings through Internet and telephone platforms. Broadridge can provide you with online access to download the names and addresses of the investors to be sent material. For issuers that have a small number of beneficial securityholders, this is a cost effective way to meet the regulatory requirements.

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    Warehousing and Inventory Management Services


    • Broadridge's Fulfillment Inventory System and Warehouse Management Services provide the same 1-800 Consent Collection Service. Instead of the issuer fulfilling material requests, Broadridge will warehouse, maintain inventory and fulfill requests from our facility. When subscribing for the Warehousing and Inventory Management Service the fee relating to the collection service is included.

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    Document Conversion Services


    • Convert your meeting material into an HTML format from basic PDFs. HTML will make your meeting materials easier to read on a computer screen, and include user-friendly features to enable securityholders to quickly and easily navigate through documents.

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    NOTICE OF RECORD & MEETING DATE REGULATORY REQUIREMENTS [SECTION 2.2 NI 54-101]


    REQUIREMENTS

    Ensure you are in compliance with your specific incorporation requirements: At least 25 days before Record Date, advise all depositories, the securities and regulatory authorities and listing exchanges of:


    • The name of the reporting issuer and CUSIP/ISIN Number
    • The meeting date
    • The record date for notice
    • The cutoff date for voting
    • The beneficial ownership determination date
    • The classes of securities that entitle the holder to receive notice of the meeting
    • The classes of securities that entitle the holder to vote at the meeting
    • Whether the meeting is an annual, special, annual and special or extraordinary meeting
    • Whether the reporting issuer is sending proxy-related materials to registered holders or beneficial owners using Notice and Access as well as the types of registered securityholders or beneficial owners who will receive paper copies of the information
    • Circular and proxy related materials
    • Whether Reliable or Broadridge is sending the proxy related materials directly to NOBOs or if you wish to pay Broadridge to send the proxy related materials to OBOS.

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    NOTICE TO CDS FOR PUBLICATION


    Reliable will arrange publication of your Meeting Date notice in the Globe and Mail and La Presse (when applicable) via the Canadian Depositary for Securities (CDS) on your behalf as required by regulations.

    Regulatory Requirement [Section 5.2 NI-54-101; Section 134 CBCA; Reg. 43.3]: 7 days before your Record Date your Meeting Date must be published via CDS or in a national newspaper.

    PLEASE NOTE: Your ad will appear in the Globe and Mail on Monday and/or La Presse on Tuesday provided it is filed before the close of business on the preceding Tuesday.


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    SEARCH CARDS


    You are required by regulation to initiate a material search and distribute Search Cards to intermediaries for your mailing requirements to beneficial securityholders. Reliable will initiate and prepare the Search Cards to determine material quantities at least 20 days before the Record Date.

    In most cases we initiate this 25 days before your Record Date to ensure you have your quantities as soon as possible. You will be required to complete the Undertaking Form for us to obtain the NOBO data on your behalf. Capital Transfer Agency Inc. receives the Participant Listing on your behalf from CDS. NI 54-101 gives you the choice to pay or not for the mailing costs to send proxy materials to Objecting Beneficial Owners (OBOs).

    REGULATORY REQUIREMENTS


    • Distribute Search Cards to intermediaries at least 20 days before the Record Date [Section 2.3 NI 54-101]
    • Provide the Undertaking Form to Capital Transfer Agency Inc. 20 days before the Record Date [NI 54-101 F9]
    • Request Participant Listing from CDS at least 25 days before the Record Date [Section 2.3 NI 54-101]

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    SCRUTINEER SERVICES


    Reliable offers to Scrutineer your meeting. As Scrutineer we can ensure that your registration runs smoothly and that that the integrity of the vote is maintained.We also finalize the tabulation onsite and ensure your final results are ready for presentation. If ballots are required, our Scrutineer will objectively oversee the counting of the vote and ensure that the proxy voting rules are followed. Once the tabulation is complete, we provide you with the final results before the meeting ends. After the meeting we prepare a final summary package including summary reports, reports on attendance and the final proxy voting lists.


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    NOBO's and OBO'S


    National Instrument 54-101 provides Issuers with the option to mail meeting material directly to their Non-Objecting Beneficial Owners (NOBOs). NOBOs are beneficial owners who have indicated that the Issuer can know who they are. Beneficial securityholders have the option of being an Objecting Beneficial Owner (OBO) which means that their contact and ownership information must remain private. Beneficial securityholders are investors who hold their securities through an Intermediary. The Intermediary, in turn, typically holds the securities through a depository, such as the Canadian Depository for Securities (CDS), so the name of the beneficial securityholder does not appear on the share register. National Instrument 54-101 allows an Issuer to mail material directly to their NOBO securityholders, by requesting record date securityholder information from the Intermediaries following the process set out in National Instrument 54-101. Reliable requests NOBO shareholder information on your behalf and manages the tabulation all votes received.


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