Securities Commission (Adoption of National Instruments) Regulations - continued, S-42.2 Reg 3D

1679 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XLVI [Clause 2(tt)] NATIONAL INSTRUMENT 24-101 INSTITUTIONAL TRADE MATCHING AND SETTLEMENT PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Instrument: “clearing agency” means a recognized clearing agency that operates as a ‘securities settlement system’ as defined in section 1.1 of National Instrument 24‑102 Clearing Agency Requirements; “custodian” means a person or company that holds securities for the benefit of another under a custodial agreement or other custodial arrangement; “DAP/RAP trade” means a trade in a security: (a) executed for a client trading account that permits settlement on a delivery against payment or receipt against payment basis through the facilities of a clearing agency; and (b) for which settlement is completed on behalf of the client by a custodian other than the dealer that executed the trade; “institutional investor” means a client of a dealer that has been granted DAP/ RAP trading privileges by the dealer; “marketplace” has the same meaning as in National Instrument 21-101 Marketplace Operation; “matching service utility” means a person or company that provides centralized facilities for matching, but does not include a clearing agency; “registered firm” means a person or company registered under securities legislation as a dealer or adviser; “trade-matching agreement” means, for trades executed with or on behalf of an institutional investor, a written agreement entered into among trade-matching parties setting out the roles and responsibilities of the trade-matching parties in matching those trades and including, without limitation, a term by which the trade- matching parties agree to establish, maintain and enforce policies and procedures designed to achieve matching as soon as practical after a trade is executed; “trade-matching party” means, for a trade executed with or on behalf of an institutional investor: (a) a registered adviser acting for the institutional investor in processing the trade; ; 21 Sep 2012 SR 62/2012 s3. 1680 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) if a registered adviser is not acting for the institutional investor in processing the trade, the institutional investor unless the institutional investor is: (i) an individual; or (ii) a person or company with total securities under administration or management not exceeding $10 million; (c) a registered dealer executing or clearing the trade; or (d) a custodian of the institutional investor settling the trade; “trade-matching statement” means, for trades executed with or on behalf of an institutional investor, a signed written statement of a trade-matching party confirming that it has established, maintains and enforces policies and procedures designed to achieve matching as soon as practical after a trade is executed; “T” means the day on which a trade is executed; “T+1” means the next business day following T. 1.2 Interpretation — trade matching and Eastern Time (1) In this Instrument, matching is the process by which: (a) the details and settlement instructions of an executed DAP/RAP trade are reported, verified, confirmed and affirmed or otherwise agreed to among the trade‑matching parties; and (b) unless the process is effected through the facilities of a clearing agency, the matched details and settlement instructions are reported to a clearing agency. (2) For the purposes of this Instrument, in Québec, a clearing agency includes a clearing house and a settlement system within the meaning of the Securities Act (Québec). PART 2 APPLICATION 2.1 This Instrument does not apply to: (a) a trade in a security of an issuer that has not been previously issued or for which a prospectus is required to be sent or delivered to the purchaser under securities legislation; (b) a trade in a security to the issuer of the security; (c) a trade made in connection with a take-over bid, issuer bid, amalgamation, merger, reorganization, arrangement or similar transaction; (d) a trade made in accordance with the terms of conversion, exchange or exercise of a security previously issued by an issuer; (e) a trade that is a securities lending, repurchase, reverse repurchase or similar financing transaction; (f) a purchase governed by Part 9, or a redemption governed by Part 10, of National Instrument 81-102 Investment Funds; (g) a trade to be settled outside Canada; 1681 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (h) a trade in an option, futures contract or similar derivative; or (i) a trade in a negotiable promissory note, commercial paper or similar short-term debt obligation that, in the normal course, would settle in Canada on T. PART 3 TRADE-MATCHING REQUIREMENTS 3.1 Matching deadlines for registered dealer (1) A registered dealer must not execute a DAP/RAP trade with or on behalf of an institutional investor unless the dealer has established, maintains and enforces policies and procedures designed to achieve matching as soon as practical after such a trade is executed and in any event no later than 3:59 a.m. Eastern Time on T+1. (2) Repealed. 25 Aug 2017 SR 85/2017 s2. 3.2 Pre-DAP/RAP trade execution documentation requirement for dealers A registered dealer must not open an account to execute a DAP/RAP trade for an institutional investor or accept an order to execute a DAP/RAP trade for the account of an institutional investor unless its policies and procedures are designed to encourage each trade‑matching party to: (a) enter into a trade-matching agreement with the dealer; or (b) provide a trade-matching statement to the dealer. 3.3 Matching deadlines for registered adviser (1) A registered adviser must not give an order to a dealer to execute a DAP/RAP trade on behalf of an institutional investor unless the adviser has established, maintains and enforces policies and procedures designed to achieve matching as soon as practical after such a trade is executed and in any event no later than 3:59 a.m. Eastern Time on T+1. (2) Repealed. 25 Aug 2017 SR 85/2017 s2. 3.4 Pre- DAP/RAP trade execution documentation requirement for advisers A registered adviser must not open an account to execute a DAP/RAP trade for an institutional investor or give an order to a dealer to execute a DAP/RAP trade for the account of an institutional investor unless its policies and procedures are designed to encourage each trade‑matching party to: (a) enter into a trade-matching agreement with the adviser; or (b) provide a trade-matching statement to the adviser. PART 4 REPORTING BY REGISTERED FIRMS 4.1 Repealed. 31 May 2024 SR 39 s3. PART 5 REPORTING REQUIREMENTS FOR CLEARING AGENCIES 5.1 A clearing agency must deliver Form 24-101F2 to the securities regulatory authority no later than 30 days after the end of a calendar quarter. 1682 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 6 REQUIREMENTS FOR MATCHING SERVICE UTILITIES 6.1 Initial information reporting (1) A person or company must not carry on business as a matching service utility unless: (a) the person or company has delivered Form 24-101F3 to the securities regulatory authority; and (b) at least 90 days have passed since the person or company delivered Form 24-101F3. (2) During the 90-day period referred to in subsection (1), if there is a significant change to the information in the delivered Form 24-101F3, the person or company must inform the securities regulatory authority in writing immediately of that significant change by delivering an amendment to Form 24-101F3 in the manner set out in Form 24-101F3. 6.2 Anticipated change to operations At least 45 days before implementing a significant change to any item set out in Form 24-101F3, a matching service utility must deliver an amendment to the information in the manner set out in Form 24-101F3. 6.3 Ceasing to carry on business as a matching service utility (1) If a matching service utility intends to cease carrying on business as a matching service utility, it must deliver a report on Form 24-101F4 to the securities regulatory authority at least 30 days before ceasing to carry on that business. (2) If a matching service utility involuntarily ceases to carry on business as a matching service utility, it must deliver a report on Form 24-101F4 as soon as practical after it ceases to carry on that business. 6.4 Ongoing information reporting and record keeping (1) A matching service utility must deliver Form 24-101F5 to the securities regulatory authority no later than 30 days after the end of a calendar quarter. (2) A matching service utility must keep such books, records and other documents as are reasonably necessary to properly record its business. 6.5 System requirements For all of its core systems supporting trade matching, a matching service utility must: (a) consistent with prudent business practice, on a reasonably frequent basis, and, in any event, at least annually: (i) make reasonable current and future capacity estimates; (ii) conduct capacity stress tests of those systems to determine the ability of the systems to process transactions in an accurate, timely and efficient manner; (iii) implement reasonable procedures to review and keep current the testing methodology of those systems; 1683 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (iv) review the adequacy of cyber resilience and the vulnerability of those systems and data centre computer operations to internal and external threats, including breaches of security, physical hazards and natural disasters; and (v) maintain adequate contingency and business continuity plans; (b) annually cause to be performed an independent review and written report, in accordance with generally accepted auditing standards, of the stated internal control objectives of those systems; and (c) promptly notify the securities regulatory authority of a material failure of those systems. PART 7 TRADE SETTLEMENT 7.1 Trade settlement by registered dealer (1) A registered dealer must not execute a trade unless the dealer has established, maintains and enforces policies and procedures designed to facilitate settlement of the trade on a date that is no later than the standard settlement date for the type of security traded prescribed by an SRO or the marketplace on which the trade would be executed. (2) Subsection (1) does not apply to a trade for which terms of settlement have been expressly agreed to by the counterparties to the trade at or before the trade was executed. PART 8 REQUIREMENTS OF SELF-REGULATORY ORGANIZATIONS AND OTHERS 8.1 A clearing agency or matching service utility must have rules or other instruments or procedures that are consistent with the requirements of Parts 3 and 7. 8.2 A requirement of this Instrument does not apply to a member of an SRO if the member complies with a rule or other instrument of the SRO that deals with the same subject matter as the requirement and that has been approved, non- disapproved, or non-objected to by the securities regulatory authority and published by the SRO. PART 9 EXEMPTION 9.1 Exemption (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. 1684 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption. (3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction. PART 10 EFFECTIVE DATES AND TRANSITION 10.1 Effective dates (1) Except as provided in subsections (2) and (3), this Instrument comes into force on April 1, 2007. (2) The following come into force on October 1, 2007: (a) section 3.2; (b) section 3.4; (c) Part 4; (d) Part 6. (3) Despite paragraph (2)(d), Part 6 comes into force in Ontario on the later of: (a) October 1, 2007, and (b) the day on which Rule 24-501 — Designation as Market Participant comes into force. (4) Despite subsections (1) to (3), except in Alberta, Ontario, Québec, the Northwest Territories, the Yukon, Nunavut, and Prince Edward Island, The Securities Commission (Adoption of National Instruments) (NI - 24-101) Amendment Regulations, 2017 come into force on the later of the following: (a) September 5, 2017; (b) if The Securities Commission (Adoption of National Instruments) (NI - 24-101) Amendment Regulations, 2017 are filed with the Registrar of Regulations after September 5, 2017, on the day on which they are filed with the Registrar of Regulations. (5) Despite subsections (1) to (3), in Alberta, Ontario, Québec, the Northwest Territories, the Yukon, Nunavut and Prince Edward Island The Securities Commission (Adoption of National Instruments) (NI - 24-101) Amendment Regulations, 2017 come into force on the later of the following: (a) September 5, 2017; (b) in the event that the SEC extends the current compliance date of September 5, 2017 for broker-dealers in the United States to meet a new T+2 settlement standard under the amendments to Rule 15c6-1, the extended date set by the SEC to be such compliance date. (6) For the purposes of paragraph (5)(b), (a) “SEC” means the United States Securities and Exchange Commission; 1685 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) “Rule 15c6-1” means SEC Rule 15c6-1, Securities Transactions Settlement, Exchange Act Release No. 33023 (Oct. 6, 1993), 58 FR 52891, 52893 (Oct.13,1993); generally cited as: 17 CFR 240.15c6-1; and (c) “amendments to Rule 15c6-1” means amendments made by the SEC to Rule 15c6-1 published on March 29, 2017 in the Federal Register in the United States to shorten the standard settlement cycle for most broker-dealer transactions from T+3 to T+2, as set forth in SEC Release No. 34-80295; File No. S7-22-16 (RIN 3235-AL86), Securities Transaction Settlement Cycle; Final rule. 10.2 Transition (1) A reference to “the end of T” in subsections 3.1(1) and 3.3(1) shall each be read as a reference to “12:00 p.m. (noon) on T+1” for trades executed before July 1, 2008. (2) A reference to “the end of T+1” in subsections 3.1(2) and 3.3(2) shall each be read as a reference to “12:00 p.m. (noon) on T+2” for trades executed before July 1, 2008. (3) A reference to “95 percent” in sections 4.1(a) and (b) shall each be read as a reference to: (a) “80 percent”, for trades executed after September 30, 2007, but before January 1, 2008; (b) “90 percent”, for trades executed after December 31, 2007, but before July 1, 2008; (c) “70 percent”, for trades executed after June 30, 2008, but before January 1, 2009; (d) “80 percent”, for trades executed after December 31, 2008, but before July 1, 2009; and (e) “90 percent”, for trades executed after June 30, 2009, but before January 1, 2010. (4) A person or company need not comply with section 6.1 if that person or company: (a) is already carrying on business as a matching service utility on the date that Part 6 comes into force; and (b) delivers Form 24-101F3 to the securities regulatory authority within 45 days after Part 6 comes into force. Registered firm’s exception report – former rules apply to first quarter ending after the effective date (5)(a) For the purposes of the calculations under this Instrument that determine whether, with respect to the first calendar quarter ending after the effective date, Form 24-101F1 must be delivered under section 4.1 of this Instrument, a registered firm may make the determination under this Instrument as it was in force on the day before the effective date unless the effective date is the first day of a calendar quarter. 1686 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) If a registered firm is required to deliver Form 24-101F1, and the effective date is not the first day of a calendar quarter, with respect to the first calendar quarter ending after the effective date, the firm may comply with the requirement by delivering the version of Form 24-101F1 that was in force on the day before the effective date. Clearing agency’s operations report – former rules apply to first quarter ending after the effective date (6) For the purposes of section 5.1 of this Instrument, a clearing agency may comply with the requirement to deliver Form 24-101F2, with respect to the first calendar quarter ending after the effective date, by delivering the version of Form 24-101F2 that was in force on the day before the effective date unless the effective date is the first day of a calendar quarter. Matching service utility’s operations report - former rules apply to first quarter ending after the effective date (7) For the purposes of section 6.4(1) of this Instrument, a matching service utility may comply with the requirement to deliver Form 24-101F5, with respect to the first calendar quarter ending after the effective date, by delivering the version of Form 24-101F5 that was in force on the day before the effective date unless the effective date is the first day of a calendar quarter. Meaning of effective date (8) For the purposes of subsections (5) to (7), “effective date” means the date The Securities Commission (Adoption of National Instruments) (NI-24-101) Amendment Regulations, 2017 comes into force. Clearing agency’s operations report – former forms may apply for first quarter ending after in force date (9) For the purposes of section 5.1 of National Instrument 24-101 Institutional Trade Matching and Settlement, a clearing agency is not required to deliver Form 24‑101F2 Clearing Quarterly Operations Report of Institutional Trade Reporting and Matching as amended by this Instrument if (a) it delivers Form 24-101F2 Clearing Quarterly Operations Report of Institutional Trade Reporting and Matching as it was in force on May 26, 2024, and (b) the delivery is in respect of the calendar quarter that ends June 30, 2024. (10) In Saskatchewan, subsection (1) does not apply if the Instrument comes into force in Saskatchewan on or after July 1, 2024. Matching service utility’s operations report – former forms may apply to first quarter ending after in force date (11) For the purposes of subsection 6.4(1) of National Instrument 24-101 Institutional Trade Matching and Settlement, a matching service utility is not required to deliver Form 24-101F5 Matching Service Utility Quarterly Operations Report of Institutional Trade Reporting and Matching as amended by this Instrument if (a) it delivers Form 24-101F5 Matching Service Utility Quarterly Operations Report of Institutional Trade Reporting and Matching as it was in force on May 26, 2024, and 1687 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the delivery is in respect of the calendar quarter that ends June 30, 2024. (12) In Saskatchewan, subsection (1) does not apply if the Instrument comes into force in Saskatchewan on or after July 1, 2024. FORM 24-101F1 REGISTERED FIRM EXCEPTION REPORT OF DAP/RAP TRADE REPORTING AND MATCHING CALENDAR QUARTER PERIOD COVERED: Repealed. 31 May 2024 SR 39/2024 s3. FORM 24-101F2 CLEARING AGENCY QUARTERLY OPERATIONS REPORT OF INSTITUTIONAL TRADE REPORTING AND MATCHING CALENDAR QUARTER PERIOD COVERED: From: _______________________________ to: ______________________________________ IDENTIFICATION AND CONTACT INFORMATION: 1. Full name of clearing agency: 2. Name(s) under which business is conducted, if different from item 1: 3. Address of clearing agency’s principal place of business: 4. Mailing address, if different from business address: 5. Contact employee name: Telephone number: E-mail address: INSTRUCTIONS: Deliver this form together with all exhibits pursuant to section 5.1 of the Instrument, covering the calendar quarter indicated above, within 30 days of the end of the calendar quarter. Include client trades in an exchange-traded fund (ETF) security in the equity trades statistics. Exhibits must be provided in an electronic file, in the following file format: “CSV” (Comma Separated Variable) (e.g., the format produced by Microsoft Excel). 1688 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) EXHIBITS: 1. DATA REPORTING Exhibit A – Aggregate matched trade statistics For client trades, provide the information to complete Tables 1 and 2 below for each month in the quarter. These two tables can be integrated into one report. Provide separate aggregate information for trades that have been reported or entered into your facilities as matched trades by a matching service utility. Month/Year: ___________________ (MM/YYYY) Table 1 – Equity trades: Entered into matching service utility Matched in matching service utility by by dealer-users/subscribers other users/subscribers # of % $ Value % # of % $ Value % Trades Industry of Trades Industry Trades Industry of Trades Industry T - 12:00 p.m. T - 4:00 p.m. T - 7:30 p.m. T + 1 - 3:59 a.m. T + 1 - 12:00 p.m. T + 1 - 4:00 p.m. T + 1 - 11:59 p.m. > T + 1 Total Table 2 – Debt trades: Entered into matching service utility Matched in matching service utility by by dealer-users/subscribers other users/subscribers # of % $ Value % # of % $ Value % Trades Industry of Trades Industry Trades Industry of Industry Trades T - 12:00 p.m. T - 4:00 p.m. T - 7:30 p.m. T + 1 - 3:59 a.m. T + 1 - 12:00 p.m. T + 1 - 4:00 p.m. T + 1 - 11:59 p.m. > T + 1 Total 1689 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Legend “# of Trades” is the total number of transactions in the month; “$ Value of Trades” is the total value of the transactions (purchases and sales) in the month. Exhibit B – Individual matched trade statistics Using the same format as Exhibit A above, provide the relevant information for each participant of the clearing agency in respect of client trades during the quarter that have been entered by the participant and matched within the timelines indicated in Exhibit A. Percentage matched within timelines Equity trades Debt trades Participant By # of transactions By Value By # of transactions By Value CERTIFICATE OF CLEARING AGENCY The undersigned certifies that the information given in this report on behalf of the clearing agency is true and correct. DATED at _______________________ this _______ day of ___________________, 20 ___ _________________________________________________________ (Name of clearing agency - type or print) _________________________________________________________ (Name of director, officer or partner - type or print) _________________________________________________________ (Signature of director, officer or partner) _________________________________________________________ (Official capacity - type or print) 1690 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 24-101F3 MATCHING SERVICE UTILITY NOTICE OF OPERATIONS DATE OF COMMENCEMENT INFORMATION: Effective date of commencement of operations: _____________________(DD/MM/YYYY) TYPE OF INFORMATION:  INITIAL SUBMISSION TYPE OF INFORMATION:  AMENDMENT MATCHING SERVICE UTILITY IDENTIFICATION AND CONTACT INFORMATION: 1. Full name of matching service utility: 2. Name(s) under which business is conducted, if different from item 1: 3. Address of matching service utility’s principal place of business: 4. Mailing address, if different from business address: 5. Contact employee name: Telephone number: E-mail address: 6. Legal counsel: Firm name: Telephone number: E-mail address: GENERAL INFORMATION: 7. Website address: 8. Date of financial year-end: ___________________________________(DD/MM/YYYY) 9. Indicate the form of your legal status (e.g., corporation, limited or general partnership), the date of formation, and the jurisdiction under which you were formed: Legal status:  CORPORATION  PARTNERSHIP Legal status:  OTHER (SPECIFY): (a) Date of formation: ____________________ (DD/MMM/YYYY) (b) Jurisdiction and manner of formation: 10. Specify the general types of securities for which information is being or will be received and processed by you for transmission of matched trades to a clearing agency (e.g. exchange-traded domestic equity and debt securities, exchange-traded foreign equity and debt securities, equity and debt securities traded over-the- counter). 1691 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 INSTRUCTIONS: Deliver this form together with all exhibits pursuant to section 6.1 of the Instrument. For each exhibit, include your name, the date of delivery of the exhibit and the date as of which the information is accurate (if different from the date of the delivery). If any exhibit required is not applicable, a full statement describing why the exhibit is not applicable must be furnished in lieu of the exhibit. To the extent information requested for an exhibit is identical to the information requested in another form that you have filed or delivered under National Instrument 21-101 Marketplace Operation, simply attach a copy of that other form and indicate in this form where such information can be found in that other form. EXHIBITS: 1. CORPORATE GOVERNANCE Exhibit A - Constating documents Provide a copy of your constating documents, including corporate by-laws and other similar documents, as amended from time to time. Exhibit B – Ownership List any person or company that owns 10 percent or more of your voting securities or that, either directly or indirectly, through agreement or otherwise, may control your management. Provide the full name and address of each person or company and attach a copy of the agreement or, if there is no written agreement, briefly describe the agreement or basis through which the person or company exercises or may exercise control or direction. Exhibit C – Officials Provide a list of the partners, officers, directors or persons performing similar functions who presently hold or have held their offices or positions during the current and previous calendar year, indicating the following for each: 1. Name. 2. Title. 3. Dates of commencement and expiry of present term of office or position and length of time the office or position held. 4. Type of business in which each is primarily engaged and current employer. 5. Type of business in which each was primarily engaged in the preceding five years, if different from that set out in item 4. 6. Whether the person is considered to be an independent director. Exhibit D - Organizational structure Provide a narrative or graphic description of your organizational structure. 1692 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Exhibit E - Affiliated entities For each person or company affiliated to you, provide the following information: 1. Name and address of affiliated entity. 2. Form of organization (e.g., association, corporation, partnership) 3. Name of jurisdiction and statute under which organized. 4. Date of incorporation in present form. 5. Brief description of nature and extent of affiliation or contractual or other agreement with you. 6. Brief description of business services or functions. 7. If a person or company has ceased to be affiliated with you during the previous year or ceased to have a contractual or other agreement relating to your operations during the previous year, provide a brief statement of the reasons for termination of the relationship. 2. FINANCIAL VIABILITY Exhibit F - Audited financial statements Provide your audited financial statements for the latest financial year and a report prepared by an independent auditor. 3. FEES Exhibit G – Fee list, fee structure Provide a complete list of all fees and other charges imposed, or to be imposed, by you for use of your services as a matching service utility, including the cost of establishing a connection to your systems. 4. ACCESS Exhibit H – Users Provide a list of all users or subscribers for which you provide or propose to provide the services of a matching service utility. Identify the type(s) of business of each user or subscriber (e.g., custodian, dealer, adviser or other party). If applicable, for each instance during the past year in which any user or subscriber of your services has been prohibited or limited in respect of access to such services, indicate the name of each such user or subscriber and the reason for the prohibition or limitation. Exhibit I - User contract Provide a copy of each form of agreement governing the terms by which users or subscribers may subscribe to your services of a matching service utility. 1693 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 5. SYSTEMS AND OPERATIONS Exhibit J - System description Describe the manner of operation of your systems for performing your services of a matching service utility (including, without limitation, systems that collect and process trade execution details and settlement instructions for matching of trades). This description should include the following: 1. The hours of operation of the systems, including communication with a clearing agency. 2. Locations of operations and systems (e.g., countries and cities where computers are operated, primary and backup). 3. A brief description in narrative form of each service or function performed by you. 6. SYSTEMS COMPLIANCE Exhibit K - Security Provide a brief description of the processes and procedures implemented by you to provide for the security of any system used to perform your services of a matching service utility. Exhibit L - Capacity planning and measurement 1. Provide a brief description of capacity planning/performance measurement techniques and system and stress testing methodologies. 2. Provide a brief description of testing methodologies with users or subscribers. For example, when are user/subscriber tests employed? How extensive are these tests? Exhibit M - Business continuity Provide a brief description of your contingency and business continuity plans in the event of a catastrophe. Exhibit N – Material systems failures Provide a brief description of policies and procedures in place for reporting to regulators material systems failures. Material systems failures include serious incidents that result in the interruption of the matching of trades for more than thirty minutes. Exhibit O - Independent systems audit 1. Briefly describe your plans to provide an annual independent audit of your systems. 2. If applicable, provide a copy of the last external systems operations audit report. 7. INTEROPERABILITY Exhibit P – Interoperability agreements List all other matching service utilities for which you have entered into an interoperability agreement. Provide a copy of all such agreements. 1694 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 8. OUTSOURCING Exhibit Q - Outsourcing firms For each person or company (outsourcing firm) with whom or which you have an outsourcing agreement or arrangement relating to your services of a matching service utility, provide the following information: 1. Name and address of the outsourcing firm. 2. Brief description of business services or functions of the outsourcing firm. 3. Brief description of the outsourcing firm’s contingency and business continuity plans in the event of a catastrophe. CERTIFICATE OF MATCHING SERVICE UTILITY The undersigned certifies that the information given in this report on behalf of the matching service utility is true and correct. DATED at _______________________ this _______ day of ___________________, 20 ____ _________________________________________________________ (Name of matching service utility - type or print) _________________________________________________________ (Name of director, officer or partner - type or print) _________________________________________________________ (Signature of director, officer or partner) _________________________________________________________ (Official capacity - type or print) FORM 24-101F4 MATCHING SERVICE UTILITY NOTICE OF CESSATION OF OPERATIONS DATE OF CESSATION INFORMATION: Type of information:  VOLUNTARY CESSATION Type of information:  INVOLUNTARY CESSATION Effective date of operations cessation: _____________________________(DD/MM/YYYY) MATCHING SERVICE UTILITY IDENTIFICATION AND CONTACT INFORMATION: 1. Full name of matching service utility: 2. Name(s) under which business is conducted, if different from item 1: 3. Address of matching service utility’s principal place of business: 4. Mailing address, if different from business address: 5. Legal counsel: Firm name: Telephone number: E-mail address: 1695 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 INSTRUCTIONS: Deliver this form together with all exhibits pursuant to section 6.3 of the Instrument. For each exhibit, include your name, the date of delivery of the exhibit and the date as of which the information is accurate (if different from the date of the delivery). If any exhibit required is not applicable, a full statement describing why the exhibit is not applicable must be furnished in lieu of the exhibit. EXHIBITS: Exhibit A Provide the reasons for your cessation of business. Exhibit B Provide a list of all the users or subscribers for which you provided services during the last 30 days prior to you ceasing business. Identify the type(s) of business of each user or subscriber (e.g., custodian, dealer, adviser, or other party). Exhibit C List all other matching service utilities for which an interoperability agreement was in force immediately prior to cessation of business. CERTIFICATE OF MATCHING SERVICE UTILITY The undersigned certifies that the information given in this report on behalf of the matching service utility is true and correct. DATED at _______________________ this _______ day of ___________________, 20 ____ _________________________________________________________ (Name of matching service utility - type or print) _________________________________________________________ (Name of director, officer or partner - type or print) _________________________________________________________ (Signature of director, officer or partner) _________________________________________________________ (Official capacity - type or print) 1696 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 24-101F5 MATCHING SERVICE UTILITY QUARTERLY OPERATIONS REPORT OF INSTITUTIONAL TRADE REPORTING AND MATCHING CALENDAR QUARTER PERIOD COVERED: From: _______________________________ to: ______________________________________ MATCHING SERVICE UTILITY IDENTIFICATION AND CONTACT INFORMATION: 1. Full name of matching service utility: 2. Name(s) under which business is conducted, if different from item 1: 3. Address of matching service utility’s principal place of business: 4. Mailing address, if different from business address: 5. Contact employee name: Telephone number: E-mail address: INSTRUCTIONS: Deliver this form together with all exhibits pursuant to section 6.4 of the Instrument, covering the calendar quarter indicated above, within 30 days of the end of the calendar quarter. Include DAP/RAP trades in an exchange-traded fund (ETF) security in the equity DAP/RAP trades statistics. Exhibits must be reported in an electronic file, in the following format: ‘CSV’ (Comma Separated Variable) (e.g., the format produced by Microsoft Excel). If any information specified is not available, a full statement describing why the information is not available must be separately furnished. EXHIBITS 1. SYSTEMS REPORTING Exhibit A – External systems audit If an external audit report on your core systems was prepared during the quarter, provide a copy of the report. Exhibit B – Material systems failures reporting Provide a brief summary of all material systems failures that occurred during the quarter and for which you were required to notify the securities regulatory authority under section 6.5(c) of the Instrument. 2. DATA REPORTING Exhibit C – Aggregate matched trade statistics Provide the information to complete Tables 1 and 2 below for each month in the quarter. These two tables can be integrated into one report. Month/Year: ___________________ (MM/YYYY) 1697 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Table 1 – Equity trades: Entered into matching service Matched in matching service utility by dealer-users/ utility by other users/ subscribers subscribers # of % $ Value % # of % $ Value % Trades Industry of Trades Industry Trades Industry of Trades Industry T - 12:00 p.m. T - 4:00 p.m. T - 7:30 p.m. T + 1 - 3:59 a.m. T + 1 - 12:00 p.m. T + 1 - 4:00 p.m. T + 1 - 11:59 p.m. > T + 1 Total Table 2 – Debt trades: Entered into matching service Matched in matching service utility by dealer-users/ utility by other users/ subscribers subscribers # of % $ Value % # of % $ Value % Trades Industry of Trades Industry Trades Industry of Trades Industry T - 12:00 p.m. T - 4:00 p.m. T - 7:30 p.m. T + 1 - 3:59 a.m. T + 1 - 12:00 p.m. T + 1 - 4:00 p.m. T + 1 - 11:59 p.m. > T + 1 Total Legend “# of Trades” is the total number of transactions in the month; “$ Value of Trades” is the total value of the transactions (purchases and sales) in the month. 1698 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Exhibit D – Individual matched trade statistics Using the same format as Exhibit C above, provide the relevant information for each user or subscriber in respect of trades during the quarter that have been entered by the user or subscriber and matched within the timelines indicated in Exhibit C. Percentage matched within timelines Equity trades Debt trades User/Subscriber By # of transactions By Value By # of transactions By Value CERTIFICATE OF MATCHING SERVICE UTILITY The undersigned certifies that the information given in this report on behalf of the matching service utility is true and correct. DATED at _______________________ this _______ day of ___________________, 20 ____ _________________________________________________________ (Name of matching service utility- type or print) _________________________________________________________ (Name of director, officer or partner - type or print) _________________________________________________________ (Signature of director, officer or partner) _________________________________________________________ (Official capacity - type or print) 23 Mar 2007 SR 11/2007 s4; 7 May 2010 SR 43/2010 s5; 25 Jne 2010 SR 63/2010 s2; 12 Sep 2014 SR 77/2014 s16; 25 Aug 2017 SR 85/2017 s3; 31 May 2024 SR 39/2024 s3. 1699 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XLVII [Clause 2(uu)] NATIONAL INSTRUMENT 62-104 TAKE-OVER BIDS AND ISSUER BIDS PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Instrument: “Act” means, in the jurisdiction, the statute referred to in Appendix B to National Instrument 14‑101 Definitions; “alternative transaction” means, for an issuer: (a) an amalgamation, merger, arrangement, consolidation, or any other transaction of the issuer, or an amendment to the terms of a class of equity securities of the issuer, as a consequence of which the interest of a holder of an equity security of the issuer may be terminated without the holder’s consent, regardless of whether the equity security is replaced with another security, but does not include (i) a consolidation of securities that does not have the effect of terminating the interests of holders of equity securities of the issuer in those securities without their consent, except to an extent that is nominal in the circumstances, (ii) a circumstance in which the issuer may terminate a holder’s interest in a security, under the terms attached to the security, for the purpose of enforcing an ownership or voting constraint that is necessary to enable the issuer to comply with legislation, lawfully engage in a particular activity or have a specified level of Canadian ownership, or (iii) a transaction solely between or among the issuer and one or more subsidiaries of the issuer, (b) a sale, lease or exchange of all or substantially all the property of the issuer if the sale, lease or exchange is not in the ordinary course of business of the issuer, but does not include a sale, lease or exchange solely between or among the issuer and one or more subsidiaries of the issuer; “associate”, when used to indicate a relationship with a person, means: (a) an issuer of which the person beneficially owns or controls, directly or indirectly, voting securities entitling the person to more than 10% of the voting rights attached to outstanding securities of the issuer; (b) any partner of the person; (c) any trust or estate in which the person has a substantial beneficial interest or in respect of which a person serves as trustee or in a similar capacity; or (d) a relative of that person, if the relative has the same home as that person, including: 1700 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (i) the spouse or, in Alberta, adult interdependent partner of that person, or (ii) a relative of the person’s spouse or, in Alberta, adult interdependent partner; if the relative has the same home as that person; “bid circular” means a bid circular prepared in accordance with section 2.10; “business day” means a day other than a Saturday, a Sunday or a day that is a statutory holiday in the jurisdiction; “class of securities” includes a series of a class of securities; “consultant” has the same meaning as in National Instrument 45-106 Prospectus and Registration Exemptions; “deposit period news release” means a news release issued by an offeree issuer in respect of a proposed or commenced take-over bid for the securities of the offeree issuer and stating an initial deposit period for the bid of not more than 105 days and not less than 35 days, expressed as a number of days from the date of the bid; “equity security” means a security of an issuer that carries a residual right to participate in the earnings of the issuer and, on liquidation or winding up of the issuer, in its assets; “initial deposit period” means the period, including any extension, during which securities may be deposited under a take-over bid but does not include (a) a mandatory 10-day extension period, or (b) any extension to the period during which securities may be deposited if the extension is made after a mandatory 10-day extension period; “issuer bid” means an offer to acquire or redeem securities of an issuer made by the issuer to one or more persons, any of whom is in the local jurisdiction or whose last address as shown on the books of the offeree issuer is in the local jurisdiction, and also includes an acquisition or redemption of securities of the issuer by the issuer from those persons, but does not include an offer to acquire or redeem, or an acquisition or redemption if: (a) no valuable consideration is offered or paid by the issuer for the securities; (b) the offer to acquire or redeem, or the acquisition or redemption is a step in an amalgamation, merger, reorganization or arrangement that requires approval in a vote of security holders; or (c) the securities are debt securities that are not convertible into securities other than debt securities; “mandatory 10-day extension period” means the period referred to in paragraph 2.31.1(a); “offer to acquire” means: (a) an offer to purchase, or a solicitation of an offer to sell, securities; 1701 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) an acceptance of an offer to sell securities, whether or not the offer has been solicited; or (c) any combination of the above; “offeree issuer” means an issuer whose securities are the subject of a take-over bid, an issuer bid or an offer to acquire; “offeror” means, except in Division 1 of Part 2 of this Instrument, a person that makes a take-over bid, an issuer bid or an offer to acquire; “offeror’s securities” means securities of an offeree issuer beneficially owned, or over which control or direction is exercised, on the date of an offer to acquire, by an offeror or any person acting jointly or in concert with the offeror; “partial take-over bid” means a take-over bid for less than all of the outstanding securities of the class of securities subject to the bid; “person” includes: (a) an individual; (b) a corporation; (c) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not; and (d) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative; “published market” means, with respect to any class of securities, a market in Canada or outside of Canada on which the securities are traded, if the prices at which they have been traded on that market are regularly: (a) disseminated electronically; or (b) published in a newspaper or business or financial publication of general and regular paid circulation; “standard trading unit” means: (a) 1,000 units of a security with a market price of less than $0.10 per unit; (b) 500 units of a security with a market price of $0.10 or more per unit and less than $1.00 per unit; and (c) 100 units of a security with a market price of $1.00 or more per unit; 1702 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary; “take-over bid” means an offer to acquire outstanding voting securities or equity securities of a class made to one or more persons, any of whom is in the local jurisdiction or whose last address as shown on the books of the offeree issuer is in the local jurisdiction, where the securities subject to the offer to acquire, together with the offeror’s securities, constitute in the aggregate 20% or more of the outstanding securities of that class of securities at the date of the offer to acquire but does not include an offer to acquire if the offer to acquire is a step in an amalgamation, merger, reorganization or arrangement that requires approval in a vote of security holders. 1.2 Definitions for purposes of the Act (1) Except in Saskatchewan, in the Act: (a) “offer to acquire” has the same meaning as in this Instrument; and (b) “offeror” has the same meaning as in section 1.1 of this Instrument. (2) In the definition of “issuer bid” in the Act, the prescribed class of issuer bids is that set out in the definition of “issuer bid” in this Instrument. (3) In the definition of “take-over bid” in the Act, the prescribed class of take- over bids is that set out in the definition of “take-over bid” in this Instrument. 1.3 Affiliate In this Instrument, an issuer is an affiliate of another issuer if: (a) one of them is the subsidiary of the other; or (b) each of them is controlled by the same person. 1.4 Control In this Instrument, a person controls a second person if: (a) the first person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless the first person holds the voting securities only to secure an obligation; (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership; or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person. 1.5 Computation of time 1703 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 In this Instrument, a period of days is to be computed as beginning on the day following the event that began the period and ending at 11:59 p.m.

on the last day of the period if that day is a business day or at 11:59 p.m. on the next business day if the last day of the period does not fall on a business day. 1.6 Expiry of bid A take-over bid or an issuer bid expires at the later of: (a) the end of the period, including any extension, during which securities may be deposited under the bid; and (b) the time at which the offeror becomes obligated by the terms of the bid to take up or reject securities deposited under the bid. 1.7 Convertible securities In this Instrument: (a) a security is deemed to be convertible into a security of another class if, whether or not on conditions, it is or may be convertible into or exchangeable for, or if it carries the right or obligation to acquire, a security of the other class, whether of the same or another issuer; and (b) a security that is convertible into a security of another class is deemed to be convertible into a security or securities of each class into which the second- mentioned security may be converted, either directly or through securities of one or more other classes of securities that are themselves convertible. 1.8 Deemed beneficial ownership (1) In this Instrument, in determining the beneficial ownership of securities of an offeror, of an acquiror or of any person acting jointly or in concert with the offeror or the acquiror, at any given date, the offeror, the acquiror or the person is deemed to have acquired and to be the beneficial owner of a security, including an unissued security, if the offeror, the acquiror or the person: (a) is the beneficial owner of a security convertible into the security within 60 days following that date, or (b) has a right or obligation permitting or requiring the offeror, the acquiror or the person, whether or not on conditions, to acquire beneficial ownership of the security within 60 days by a single transaction or a series of linked transactions. (2) The number of outstanding securities of a class in respect of an offer to acquire includes securities that are beneficially owned as determined in accordance with subsection (1). (3) If 2 or more offerors acting jointly or in concert make one or more offers to acquire securities of a class, the securities subject to the offer or offers to acquire are deemed to be securities subject to the offer to acquire of each offeror for the purpose of determining whether an offeror is making a take-over bid. 1704 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (4) In this section, an offeror is not a beneficial owner of securities solely because there is an agreement, commitment or understanding that a security holder will tender the securities under a take-over bid or an issuer bid, made by the offeror, that is not exempt from Part 2. (5) In Québec, for the purposes of this Instrument, a person that beneficially owns securities means a person that owns the securities or that holds securities registered under the name of an intermediary acting as nominee, including a trustee or agent. 1.9 Acting jointly or in concert (1) In this Instrument, it is a question of fact as to whether a person is acting jointly or in concert with an offeror or an acquiror and, without limiting the generality of the foregoing, (a) the following are deemed to be acting jointly or in concert with an offeror or an acquiror: (i) a person that, as a result of any agreement, commitment or understanding with the offeror, the acquiror or with any other person acting jointly or in concert with the offeror or the acquiror, acquires or offers to acquire securities of the same class as those subject to the offer to acquire; (ii) an affiliate of the offeror or the acquiror; (b) the following are presumed to be acting jointly or in concert with an offeror or an acquiror: (i) a person that, as a result of any agreement, commitment or understanding with the offeror, the acquiror or with any other person acting jointly or in concert with the offeror or the acquiror, intends to exercise jointly or in concert with the offeror, the acquiror or with any person acting jointly or in concert with the offeror or the acquiror any voting rights attaching to any securities of the offeree issuer; (ii) an associate of the offeror or the acquiror. (2) Subsection (1) does not apply to a registered dealer acting solely in an agency capacity for the offeror in connection with a bid and not executing principal transactions in the class of securities subject to the offer to acquire or performing services beyond the customary functions of a registered dealer. (3) For the purposes of this section, a person is not acting jointly or in concert with an offeror solely because there is an agreement, commitment or understanding that the person will tender securities under a take-over bid or an issuer bid, made by the offeror, that is not exempt from Part 2. 1.10 Application to direct and indirect offers In this Instrument, a reference to an offer to acquire or to the acquisition or ownership of securities or to control or direction over securities includes a direct or indirect offer to acquire or the direct or indirect acquisition or ownership of securities, or the direct or indirect control or direction over securities, as the case may be. 1705 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 1.11 Determination of market price (1) In this Instrument: (a) the market price of a class of securities for which there is a published market, at any date, is an amount equal to the simple average of the closing price of securities of that class for each of the business days on which there was a closing price in the 20 business days preceding that date; (b) if a published market does not provide a closing price, but provides only the highest and lowest prices of securities traded on a particular day, the market price of the securities, at any date, is an amount equal to the average of the simple averages of the highest and lowest prices for each of the business days on which there were highest and lowest prices in the 20 business days preceding that date; and (c) if there has been trading of securities in a published market for fewer than 10 of the 20 business days preceding the date as of which the market price of the securities is being determined, the market price is the average of the following prices established for each day of the 20 business days preceding that date: (i) the average of the closing bid and ask prices for each day on which there was no trading; and (ii) either the closing price of securities of the class for each day that there has been trading, if the published market provides a closing price, or the average of the highest and lowest prices of securities of that class for each day that there has been trading, if the published market provides only the highest and lowest prices of securities traded on a particular day. (2) If there is more than one published market for a security, the market price in paragraphs (1)(a), (b) and (c) must be determined as follows: (a) if only one of the published markets is in Canada, the market price must be determined solely by reference to that market; (b) if there is more than one published market in Canada, the market price must be determined solely by reference to the published market in Canada on which the greatest volume of trading in the particular class of securities occurred during the 20 business days preceding the date as of which the market price is being determined; (c) if there is no published market in Canada, the market price must be determined solely by reference to the published market on which the greatest volume of trading in the particular class of securities occurred during the 20 business days preceding the date as of which the market price is being determined. 1706 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) Despite subsections (1) and (2) for the purposes of section 4.1 and subsection 4.8(3), if an offeror acquires securities on a published market, the market price for those securities is the price of the last standard trading unit of securities of that class purchased, before the acquisition by the offeror, by a person who was not acting jointly or in concert with the offeror. PART 2 BIDS Division 1 Restrictions on Acquisitions or Sales 2.1 Definition of “offeror” In this Division, “offeror” means: (a) a person making a take-over bid or an issuer bid that is not exempt from Part 2; (b) a person acting jointly or in concert with a person referred to in paragraph (a); (c) a control person of a person referred to in paragraph (a); or (d) a person acting jointly or in concert with a control person referred to in paragraph (c). 2.2 Restrictions on acquisitions during take-over bid (1) An offeror must not offer to acquire, or make or enter into an agreement, commitment or understanding to acquire beneficial ownership of any securities of the class that are subject to a take-over bid or securities convertible into securities of that class otherwise than under the bid on and from the day of the announcement of the offeror’s intention to make the bid until the expiry of the bid. (2) Subsection (1) does not apply to an agreement between a security holder and the offeror to the effect that the security holder will, in accordance with the terms and conditions of a take-over bid that is not exempt from Part 2, deposit the security holder’s securities under the bid. (3) Despite subsection (1), an offeror may purchase securities of the class that are subject to a take-over bid and securities convertible into securities of that class beginning on the 3rd business day following the date of the bid until the expiry of the bid if all of the following conditions are satisfied: (a) the intention of the offeror: (i) on the date of the bid, is to make purchases and that intention is stated in the bid circular; or (ii) to make purchases changes after the date of the bid and that intention is stated in a news release issued and filed at least one business day prior to making such purchases; 1707 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the number of securities beneficially acquired under this subsection does not exceed 5% of the outstanding securities of that class as at the date of the bid; (c) the purchases are made in the normal course on a published market; (d) the offeror issues and files a news release immediately after the close of business of the published market on each day on which securities have been purchased under this subsection disclosing the following information: (i) the name of the purchaser; (ii) if the purchaser is a person referred to in paragraph 2.1(b), (c) or (d), the relationship of the purchaser and the offeror; (iii) the number of securities purchased on the day for which the news release is required; (iv) the highest price paid for the securities on the day for which the news release is required; (v) the aggregate number of securities purchased on the published market during the currency of the bid; (vi) the average price paid for the securities that were purchased on the published market during the currency of the bid; and (vii) the total number of securities owned by the purchaser after giving effect to the purchases that are the subject of the news release; (e) no broker acting for the offeror performs services beyond the customary broker’s functions in regard to the purchases; (f) no broker acting for the offeror receives more than the usual fees or commissions in regard to the purchases than are charged for comparable services performed by the broker in the normal course; (g) the offeror or any person acting for the offeror does not solicit or arrange for the solicitation of offers to sell securities of the class subject to the bid, except for the solicitation by the offeror or members of the soliciting dealer group under the bid; (h) the seller or any person acting for the seller does not, to the knowledge of the offeror, solicit or arrange for the solicitation of offers to buy securities of the class subject to the bid. (4) For the purposes of paragraph 2.2(3)(b), the acquisition of beneficial ownership of securities that are convertible into securities of the class that is subject to the bid shall be deemed to be an acquisition of the securities as converted. 2.3 Restrictions on acquisitions during issuer bid (1) An offeror must not offer to acquire, or make or enter into an agreement, commitment or understanding to acquire, beneficial ownership of any securities of the class that are subject to an issuer bid, or securities that are convertible into securities of that class, otherwise than under the bid on and from the day of the announcement of the offeror’s intention to make the bid until the expiry of the bid. 1708 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) Subsection (1) does not prevent the offeror from purchasing, redeeming or otherwise acquiring any securities of the class subject to the bid in reliance on an exemption under paragraph 4.6(a), (b) or (c). 2.4 Restrictions on acquisitions before take-over bid (1) If, within the period of 90 days immediately preceding a take-over bid, an offeror acquired beneficial ownership of securities of the class subject to the bid in a transaction not generally available on identical terms to holders of that class of securities: (a) the offeror must offer: (i) consideration for securities deposited under the bid at least equal to and in the same form as the highest consideration that was paid on a per security basis under any such prior transaction; or (ii) at least the cash equivalent of that consideration; and (b) the offeror must offer to acquire under the bid that percentage of the securities of the class subject to the bid that is at least equal to the highest percentage that the number of securities acquired from a seller in any such prior transaction was of the total number of securities of that class beneficially owned by that seller at the time of that prior transaction. (2) Subsection (1) does not apply to a transaction that occurred within 90 days preceding the bid if either of the following conditions are satisfied: (a) the transaction is a trade in a security of the issuer that had not been previously issued; (b) the transaction is a trade by or on behalf of the issuer in a previously issued security of that issuer that had been redeemed or purchased by, or donated to, that issuer. 2.5 Restrictions on acquisitions after bid During the period beginning with the expiry of a take-over bid or an issuer bid and ending at the end of the 20th business day after that, whether or not any securities are taken up under the bid, an offeror must not acquire or offer to acquire beneficial ownership of securities of the class that was subject to the bid except by way of a transaction that is generally available to holders of that class of securities on identical terms. 2.6 Exception Subsection 2.4(1) and section 2.5 do not apply to purchases made by an offeror in the normal course on a published market if all of the following conditions are satisfied: (a) no broker acting for the offeror performs services beyond the customary broker’s functions in regard to the purchases; (b) no broker acting for the offeror receives more than the usual fees or commissions in regard to the purchases than are charged for comparable services performed by the broker in the normal course; (c) the offeror or any person acting for the offeror does not solicit or arrange for the solicitation of offers to sell securities of the class subject to the bid, except for the solicitation by the offeror or members of the soliciting dealer group under the bid; 1709 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) the seller or any person acting for the seller does not, to the knowledge of the offeror, solicit or arrange for the solicitation of offers to buy securities of the class subject to the bid. 2.7 Restrictions on sales during bid (1) An offeror, except under a take-over bid or an issuer bid, must not sell, or make or enter into an agreement, commitment or understanding to sell, any securities of the class subject to the bid, or securities that are convertible into securities of that class, beginning on the day of the announcement of the offeror’s intention to make the bid until the expiry of the bid. (2) Despite subsection (1), an offeror may, before the expiry of a bid, make or enter into an agreement, commitment or understanding to sell securities that may be taken up by the offeror under the bid, after the expiry of the bid, if the intention to sell is disclosed in the bid circular. (3) Subsection (1) does not apply to an offeror under an issuer bid in respect of the issue of securities under a dividend plan, dividend reinvestment plan, employee purchase plan or another similar plan. Division 2 Making a Bid 2.8 Duty to make bid to all security holders An offeror must make a take-over bid or an issuer bid to all holders of the class of securities subject to the bid who are in the local jurisdiction by sending the bid to: (a) each holder of that class of securities whose last address as shown on the books of the offeree issuer is in the local jurisdiction; and (b) each holder of securities that, before the expiry of the deposit period referred to in the bid, are convertible into securities of that class, whose last address as shown on the books of the offeree issuer is in the local jurisdiction. 2.9 Commencement of bid (1) An offeror must commence a take-over bid by: (a) publishing an advertisement containing a brief summary of the take- over bid in at least one major daily newspaper of general and regular paid circulation in the local jurisdiction in English, and in Québec in French or in French and English; or (b) sending the bid to security holders described in section 2.8. (2) An offeror must commence an issuer bid by sending the bid to security holders described in section 2.8. 2.10 Offeror’s circular (1) An offeror making a take-over bid or an issuer bid must prepare and send, either as part of the bid or together with the bid, a take-over bid circular or an issuer bid circular, as the case may be, in the following form: (a) Form 62-104F1 Take-Over Bid Circular, for a take-over bid; or (b) Form 62-104F2 Issuer Bid Circular, for an issuer bid. 1710 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) An offeror commencing a take-over bid under paragraph 2.9(1)(a) must: (a) on or before the date of first publication of the advertisement: (i) deliver the bid and the bid circular to the offeree issuer’s principal office; (ii) file the bid, the bid circular and the advertisement; (iii) request from the offeree issuer a list of security holders described in section 2.8; and (b) not later than 2 business days after receipt of the list of security holders referred to in subparagraph (a)(iii), send the bid and the bid circular to those security holders. (3) An offeror commencing a take-over bid under paragraph 2.9(1)(b) must file the bid and the bid circular and deliver them to the offeree issuer’s principal office on the day the bid is sent, or as soon as practicable after that. (4) An offeror making an issuer bid must file the bid and the bid circular on the day the bid is sent, or as soon as practicable after that. 2.11 Change in information (1) If, before the expiry of a take-over bid or an issuer bid or after the expiry of a bid but before the expiry of all rights to withdraw the securities deposited under the bid, a change has occurred in the information contained in the bid circular or any notice of change or notice of variation that would reasonably be expected to affect the decision of the security holders of the offeree issuer to accept or reject the bid, the offeror must promptly: (a) issue and file a news release; and (b) send a notice of the change to every person to whom the bid was required to be sent and whose securities were not taken up before the date of the change. (1.1) Despite paragraph (1)(b), an offeror is not required to send a notice of change to a security holder if, under paragraph 2.30(2)(a.1), the security holder is restricted from withdrawing securities that have been deposited under the bid. (2) Subsection (1) does not apply to a change that is not within the control of the offeror or of an affiliate of the offeror unless it is a change in a material fact relating to the securities being offered in exchange for securities of the offeree issuer. (3) In this section, a variation in the terms of a bid does not constitute a change in information. (4) A notice of change must be in the form of Form 62-104F5 Notice of Change or Notice of Variation. (5) If, under subsection (1), an offeror is required to send a notice of change before the expiry of the initial deposit period (a) the initial deposit period for the offeror’s take-over bid must not expire before 10 days after the date of the notice of change, and 1711 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the offeror must not take up securities deposited under the bid before 10 days after the date of the notice of change. 2.12 Variation of terms (1) If there is a variation in the terms of a take-over bid or an issuer bid, including any reduction of the period during which securities may be deposited under the bid pursuant to section 2.28.2 or section 2.28.3, or any extension of the period during which securities may be deposited under the bid, and whether or not that variation results from the exercise of any right contained in the bid, the offeror must promptly: (a) issue and file a news release; and (b) send a notice of variation to every person to whom the bid was required to be sent under section 2.8 and whose securities were not taken up before the date of the variation. (1.1) Despite paragraph (1)(b), an offeror is not required to send a notice of variation to a security holder if, under paragraph 2.30(2)(a.1), the security holder is restricted from withdrawing securities that have been deposited under the bid. (2) A notice of variation must be in the form of Form 62-104F5 Notice of Change or Notice of Variation. (3) If there is a variation in the terms of a take-over bid or an issuer bid, the period during which securities may be deposited under the bid must not expire before 10 days after the date of the notice of variation. (3.1) If, under subsection (1), an offeror is required to send a notice of variation before the expiry of the initial deposit period (a) the initial deposit period for the offeror’s take-over bid must not expire before 10 days after the date of the notice of variation, and (b) the offeror must not take up securities deposited under the bid before 10 days after the date of the notice of variation. (4) Subsections (1), (3) and (3.1) do not apply to a variation in the terms of a bid consisting solely of the waiver of a condition in the bid and any extension of the bid, other than an extension in respect of the mandatory 10-day extension period, resulting from the waiver where the consideration offered for the securities consists solely of cash, but in that case the offeror must promptly issue and file a news release announcing the waiver. (5) An offeror must not make a variation in the terms of an issuer bid, other than a variation that is the waiver by the offeror of a condition that is specifically stated in the bid as being waivable at the sole option of the offeror, after the expiry of the period, including any extension of the period, during which the securities may be deposited under the bid. (6) An offeror must not make a variation in the terms of a take-over bid, other than a variation to extend the time during which securities may be deposited under the bid or a variation to increase the consideration offered for the securities subject to the bid, after the offeror becomes obligated to take up securities deposited under the bid in accordance with section 2.32.1 1712 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.13 Filing and sending notice of change or notice of variation A notice of change or notice of variation in respect of a take-over bid or an issuer bid must be filed and, in the case of a take-over bid, delivered to the offeree issuer’s principal office, on the day the notice of change or notice of variation is sent to security holders of the offeree issuer, or as soon as practicable after that. 2.14 Change or variation in advertised take-over bid (1) If a change or variation occurs to a take-over bid that was commenced by means of an advertisement, and if the offeror has complied with paragraph 2.10(2) (a) but has not yet sent the bid and the bid circular under paragraph 2.10(2)(b), the offeror must: (a) publish an advertisement that contains a brief summary of the change or variation in at least one major daily newspaper of general and regular paid circulation in the local jurisdiction in English, and in Québec in French or in French and English; (b) concurrently with the date of first publication of the advertisement: (i) file the advertisement; and (ii) file and deliver a notice of change or notice of variation to the offeree issuer’s principal office; and (c) subsequently send the bid, the bid circular and the notice of change or notice of variation to the security holders of the offeree issuer before the expiration of the period set out in paragraph 2.10(2)(b). (2) If an offeror satisfies the requirements of subsection (1), the notice of change or notice of variation is not required to be filed and delivered under section 2.13. 2.15 Consent of expert – bid circular (1) In this section and section 2.21, an expert includes a notary in Québec, solicitor, auditor, accountant, engineer, geologist or appraiser or any other person whose profession or business gives authority to a report, valuation, statement or opinion made by that person. (2) If a report, valuation, statement or opinion of an expert is included in or accompanies a bid circular or any notice of change or notice of variation to the circular, the written consent of the expert to the use of the report, valuation, statement or opinion must be filed concurrently with the bid circular, notice of change or notice of variation. 2.16 Delivery and date of bid documents (1) A take-over bid, an issuer bid, a bid circular and every notice of change or notice of variation must be: (a) mailed by pre-paid mail to the intended recipient; or (b) delivered to the intended recipient by personal delivery, courier or other manner acceptable to the regulator or securities regulatory authority. (2) Except for a take-over bid commenced by means of an advertisement in accordance with paragraph 2.9(1)(a), a bid, bid circular, notice of change or notice of variation sent in accordance with this section is deemed to be dated as of the date it was sent to all or substantially all of the persons entitled to receive it. 1713 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) If a take-over bid is commenced by means of an advertisement in accordance with paragraph 2.9(1)(a), a bid, bid circular, notice of change or notice of variation is deemed to have been dated as of the date of first publication of the relevant advertisement. Division 3 Offeree Issuer’s Obligations 2.17 Duty to prepare and send directors’ circular (1) If a take-over bid has been made, the board of directors of the offeree issuer must prepare and send, not later than 15 days after the date of the bid, a directors’ circular to every person to whom the bid was required to be sent under section 2.8. (2) The board of directors of the offeree issuer must evaluate the terms of the take-over bid and, in the directors’ circular: (a) must recommend to security holders that they accept or reject the bid and state the reasons for the recommendation; (b) must advise security holders that the board is unable to make, or is not making, a recommendation and state the reasons for being unable to make a recommendation or for not making a recommendation; or (c) must advise security holders that the board is considering whether to make a recommendation to accept or reject the bid, must state the reasons for not making a recommendation in the directors’ circular and may advise security holders that they should not deposit their securities under the bid until they receive further communication from the board of directors in accordance with paragraph (a) or (b). (3) If paragraph (2)(c) applies, the board of directors must communicate to security holders a recommendation to accept or reject the bid or the decision that it is unable to make, or is not making, a recommendation, together with the reasons for the recommendation or decision, at least 7 days before the scheduled expiry of the initial deposit period. (4) A directors’ circular must be in the form of Form 62-104F3 Directors’ Circular. 2.18 Notice of change (1) If, before the expiry of a take-over bid or after the expiry of a take-over bid but before the expiry of all rights to withdraw the securities deposited under the bid, a change has occurred in the information contained in a directors’ circular or in any notice of change to the directors’ circular that would reasonably be expected to affect the decision of the security holders to accept or reject the bid, the board of directors of the offeree issuer must promptly issue and file a news release relating to the change and send a notice of the change to every person to whom the take- over bid was required to be sent disclosing the nature and substance of the change. (2) A notice of change must be in the form of Form 62-104F5 Notice of Change or Notice of Variation. 2.19 Filing directors’ circular or notice of change The board of directors of the offeree issuer must concurrently file the directors’ circular or a notice of change in relation to it and deliver it to the principal office of the offeror not later than the date on which it is sent to the security holders of the offeree issuer, or as soon as practicable after that date. 1714 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.20 Individual director’s or officer’s circular (1) An individual director or officer may recommend acceptance or rejection of a take-over bid if the director or officer sends with the recommendation a separate director’s or officer’s circular to every person to whom the take-over bid was required to be sent under section 2.8. (2) If, before the expiry of a take-over bid or after the expiry of a take-over bid but before the expiry of all rights to withdraw the securities deposited under the bid, a change has occurred in the information contained in a director’s or officer’s circular or any notice of change in relation to it that would reasonably be expected to affect the decision of the security holders to accept or reject the bid, other than a change that is not within the control of the director or officer, as the case may be, that director or officer must promptly send a notice of change to every person to whom the take-over bid was required to be sent under section 2.8. (3) A director’s or officer’s circular must be in the form of Form 62-104F4 Director’s or Officer’s Circular. (4) A director’s or officer’s obligation to send a circular under subsection (1) or to send a notice of change under subsection (2) may be satisfied by sending the circular or the notice of change, as the case may be, to the board of directors of the offeree issuer. (5) If a director or officer sends to the board of directors of the offeree issuer a circular under subsection (1) or a notice of change under subsection (2), the board, at the offeree issuer’s expense, must promptly send a copy of the circular or notice to every person to whom the take-over bid was required to be sent under section 2.8. (6) The board of directors of the offeree issuer or the individual director or officer, as the case may be, must concurrently file the director’s or officer’s circular or a notice of change in relation to it and send it to the principal office of the offeror not later than the date on which it is sent to the security holders of the offeree issuer, or as soon as practicable after that. (7) A notice of change in relation to a director’s or officer’s circular must be in the form of Form 62-104F5 Notice of Change or Notice of Variation. 2.21 Consent of expert - directors’ circular/individual director’s or officer’s circular If a report, valuation, statement or opinion of an expert is included in or accompanies a directors’ circular, an individual director’s or officer’s circular or any notice of change to either circular, the written consent of the expert to the use of the report, valuation, statement or opinion must be filed concurrently with the circular or notice. 2.22 Delivery and date of offeree issuer’s documents (1) A directors’ circular, an individual director’s or officer’s circular and every notice of change must be: (a) mailed by pre-paid mail to the intended recipient; or (b) delivered to the intended recipient by personal delivery, courier or other manner acceptable to the regulator or securities regulatory authority. (2) Any circular or notice sent in accordance with this section is deemed to be dated as of the date it was sent to all or substantially all of the persons entitled to receive it. 1715 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Division 4 Offeror’s Obligations 2.23 Consideration (1) If a take-over bid or an issuer bid is made, all holders of the same class of securities must be offered identical consideration. (2) Subsection (1) does not prohibit an offeror from offering an identical choice of consideration to all holders of the same class of securities. (3) If a variation in the terms of a take-over bid or an issuer bid before the expiry of the bid increases the value of the consideration offered for the securities subject to the bid, the offeror must pay that increased consideration to each person whose securities are taken up under the bid, whether or not the securities were taken up by the offeror before the variation of the bid. 2.24 Prohibition against collateral agreements If a person makes or intends to make a take-over bid or an issuer bid, the person or any person acting jointly or in concert with that person must not enter into any collateral agreement, commitment or understanding that has the effect, directly or indirectly, of providing a security holder of the offeree issuer with consideration of greater value than that offered to the other security holders of the same class of securities. 2.25 Collateral agreements exception (1) Section 2.24 does not apply to an employment compensation arrangement, severance arrangement or other employment benefit arrangement that provides: (a) an enhancement of employee benefits resulting from participation by the security holder of the offeree issuer in a group plan, other than an incentive plan, for employees of a successor to the business of the offeree issuer, if the benefits provided by the group plan are generally provided to employees of the successor to the business of the offeree issuer who hold positions of a similar nature to the position held by the security holder; or (b) a benefit not described in paragraph (a) that is received solely in connection with the security holder’s services as an employee, director or consultant of the offeree issuer, of an affiliated entity of the offeree issuer, or of a successor to the business of the offeree issuer, if: (i) at the time the bid is publicly announced, the security holder and its associates beneficially own or exercise control or direction over less than 1% of the outstanding securities of each class of securities of the offeree issuer subject to the bid; or (ii) an independent committee of directors of the offeree issuer, acting in good faith, has determined that: (A) the value of the benefit, net of any offsetting costs to the security holder, is less than 5% of the amount referred to in paragraph 3(a); or (B) the security holder is providing at least equivalent value in exchange for the benefit. (2) In order to rely on an exception under paragraph (1)(b) the following conditions must be satisfied: 1716 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the amount of the consideration paid to the security holder for securities deposited under the bid or providing an incentive to deposit under the bid; (b) the conferring of the benefit is not, by its terms, conditional on the security holder supporting the bid in any manner; and (c) full particulars of the benefit are disclosed in the issuer bid circular or, in the case of a take-over bid, in the take-over bid circular or directors’ circular. (3) In order to rely on an exception under subparagraph 1(b)(ii) the following conditions must be satisfied: (a) the security holder receiving the benefit has disclosed to the independent committee the amount of consideration that the security holder expects it will be beneficially entitled to receive under the terms of the bid in exchange for the securities beneficially owned by the security holder; and (b) the determination of the independent committee under subparagraph 1(b) (ii) is disclosed in the issuer bid circular or, in the case of a take-over bid, in the take-over bid circular or directors’ circular. (4) In this section, in determining the beneficial ownership of securities of a holder at a given date, any security or right or obligation permitting or requiring the security holder or any person acting jointly or in concert with the security holder, whether or not on conditions, to acquire a security, including an unissued security, of a particular class within 60 days by a single transaction or a series of linked transactions is deemed to be a security of a particular class. 2.26 Proportionate take up and payment (1) If an issuer bid is made for less than all of the class of securities subject to the bid and a greater number of securities is deposited under the bid than the offeror is bound or willing to acquire under the bid, the offeror must take up and pay for the securities proportionately, disregarding fractions, according to the number of securities deposited by each security holder. (2) Subsection (1) does not prohibit an offeror from acquiring securities under the terms of an issuer bid that, if not acquired, would constitute less than a standard trading unit for the security holder. (3) Subsection (1) does not apply to securities deposited under the terms of an issuer bid by security holders who: (a) are entitled to elect a minimum price per security, within a range of prices, at which they are willing to sell their securities under the bid; and (b) elect a minimum price which is higher than the price that the offeror pays for securities under the bid. (4) Repealed. 10 Jne 2016 SR 37/2016 s5. 2.26.1 Proportionate take up and payment - take-over bids (1) If a greater number of securities is deposited under a partial take-over bid than the offeror is bound or willing to acquire under the bid, the offeror must take up and pay for the securities proportionately, disregarding fractions, according to the number of securities deposited by each security holder. 1717 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) For the purposes of subsection (1), any securities acquired in a pre-bid transaction to which subsection 2.4(1) applies are deemed to have been deposited under the take-over bid by the person who was the seller in the pre-bid transaction. 2.27 Financing arrangements (1) If a take-over bid or an issuer bid provides that the consideration for the securities deposited under the bid is to be paid in cash or partly in cash, the offeror must make adequate arrangements before the bid to ensure that the required funds are available to make full payment for the securities that the offeror has offered to acquire. (2) The financing arrangements required to be made under subsection (1) may be subject to conditions if, at the time the take-over bid or the issuer bid is commenced, the offeror reasonably believes the possibility to be remote that, if the conditions of the bid are satisfied or waived, the offeror will be unable to pay for the securities deposited under the bid due to a financing condition not being satisfied. Division 5 Bid Mechanics 2.28 Minimum deposit period An offeror must allow securities to be deposited under an issuer bid for a minimum deposit period of at least 35 days from the date of the bid. 2.28.1 Minimum deposit period - take-over bids An offeror must allow securities to be deposited under a take-over bid for an initial deposit period of at least 105 days from the date of the bid. 2.28.2 Shortened deposit period - deposit period news release (1) Despite section 2.28.1, if at or after the time an offeror announces a take- over bid, the offeree issuer issues a deposit period news release in respect of the offeror’s take-over bid, the offeror must allow securities to be deposited under its take-over bid for an initial deposit period of at least the number of days from the date of the bid as stated in the deposit period news release. (2) Despite section 2.28.1, an offeror, other than an offeror under subsection (1), must allow securities to be deposited under its take-over bid for an initial deposit period of at least the number of days from the date of the bid as stated in the deposit period news release if either of the following applies: (a) the offeror commenced the take-over bid in respect of securities of the offeree issuer before the issuance of the deposit period news release referred to in subsection (1) and the bid has yet to expire; (b) the offeror, after the issuance of the deposit period news release referred to in subsection (1), commences a take-over bid in respect of securities of the offeree issuer and the bid is commenced before one of the following: (i) the date of expiry of the take-over bid referred to in subsection (1), (ii) the date of expiry of another take-over bid referred to in paragraph (a). (3) For the purposes of subsections (1) and (2), an offeror must not allow securities to be deposited under its take-over bid for an initial deposit period of less than 35 days from the date of the bid. 1718 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.28.3 Shortened deposit period - alternative transaction Despite section 2.28.1, if an issuer issues a news release announcing that it intends to effect an alternative transaction, whether pursuant to an agreement or otherwise, an offeror must allow securities to be deposited under its take-over bid for an initial deposit period of at least 35 days from the date of the bid if either of the following applies: (a) the offeror commenced the take-over bid in respect of securities of the offeree issuer before the issuance of the news release and the bid has yet to expire; (b) the offeror, after the issuance of the news release, commences a take-over bid in respect of securities of the offeree issuer and the bid is commenced before one of the following: (i) the date of completion or abandonment of the alternative transaction, (ii) the date of expiry of another take-over bid referred to in paragraph (a). 2.29 Prohibition on take up An offeror must not take up securities deposited under an issuer bid until the expiration of 35 days from the date of the bid. 2.29.1 Restriction on take up - take-over bids An offeror must not take up securities deposited under a take-over bid unless all of the following apply: (a) a period of 105 days, or the number of days determined in accordance with section 2.28.2 or section 2.28.3, has elapsed from the date of the bid; (b) all the terms and conditions of the bid have been complied with or waived; (c) more than 50% of the outstanding securities of the class that are subject to the bid, excluding securities beneficially owned, or over which control or direction is exercised, by the offeror or by any person acting jointly or in concert with the offeror, have been deposited under the bid and not withdrawn. 2.30 Withdrawal of securities (1) A security holder may withdraw securities deposited under a take-over bid or an issuer bid: (a) at any time before the securities have been taken up by the offeror; (b) at any time before the expiration of 10 days from the date of a notice of change under section 2.11 or a notice of variation under section 2.12; or (c) if the securities have not been paid for by the offeror within 3 business days after the securities have been taken up. (1.1) Despite paragraph (1)(a), if an offeror that has made a partial take-over bid becomes obligated to take up securities under subsection 2.32.1(1), a security holder must not withdraw securities deposited before the expiry of the initial deposit period and not taken up by the offeror in reliance on subsection 2.32.1(6) during the period 1719 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (a) commencing at the time the offeror became obligated to take up securities under subsection 2.32.1(1), and (b) ending at the time the offeror becomes obligated under either subsection 2.32.1(7) or (8) to take up securities not taken up by the offeror in reliance on subsection 2.32.1(6). (2) Despite paragraph (1)(b), a security holder must not withdraw securities deposited if: (a) the securities have been taken up by the offeror before the date of the notice of change or notice of variation; (a.1) in the case of a partial take-over bid, the securities were deposited before the expiry of the initial deposit period and not taken up by the offeror in reliance on subsection 2.32.1(6) and the date of the notice of change or notice of variation is after the date that the offeror became obligated to take up securities under subsection 2.32.1(1); or (b) any of the following apply: (i) there is a variation in the terms of a take-over bid or issuer bid consisting solely of an increase in consideration offered for the securities and an extension of the time for deposit to not later than 10 days after the date of the notice of variation; (ii) there is a variation in the terms of a take-over bid or issuer bid consisting solely of the waiver of one or more of the conditions of the bid where the consideration offered for the securities subject to the take-over bid or the issuer bid consists solely of cash. (iii) in the case of a take-over bid, there is a variation in the terms after the expiry of the initial deposit period consisting of either an increase in the consideration offered for the securities subject to the bid or an extension of the time for deposit to not later than 10 days from the date of the notice of variation. (3) The withdrawal of any securities under subsection (1) is made by sending a written notice to the depository designated in the bid circular and becomes effective on its receipt by the depository. (4) If notice is given in accordance with subsection (3), the offeror must promptly return the securities to the security holder. 2.31 Effect of market purchases If an offeror purchases securities under subsection 2.2(3), the purchased securities must not be counted in determining whether the minimum tender requirement in paragraph 2.29.1(c) is satisfied and the purchase does not reduce the number of securities the offeror is bound to take up under the take-over bid.

2.31.1 Mandatory 10-day extension period - take-over bids If, at the expiry of the initial deposit period, an offeror is obligated to take up securities deposited under a take-over bid pursuant to subsection 2.32.1(1), the offeror must (a) extend the period during which securities may be deposited under the bid for a period of at least 10 days, and (b) promptly issue and file a news release disclosing the following: 1720 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (i) that the minimum tender requirement specified in paragraph 2.29.1(c) has been satisfied, (ii) the number of securities deposited and not withdrawn as at the expiry of the initial deposit period, (iii) that the period during which securities may be deposited under the bid has been extended for the mandatory 10-day extension period, and (iv) in the case of a take-over bid that (A) is not a partial take-over bid, that the offeror will immediately take up the deposited securities and pay for securities taken up as soon as possible, and in any event not later than 3 business days after the securities are taken up, or (B) is a partial take-over bid, that the offeror will take up and pay for the deposited securities proportionately in accordance with applicable securities legislation and in any event will take up the deposited securities not later than one business day after the expiry of the mandatory 10-day extension period and pay for securities taken up as soon as possible and in any event not later than 3 business days after the securities are taken up. 2.31.2 Time limit on extension - partial take-over bids In the case of a partial take-over bid, (a) the mandatory 10-day extension period must not exceed 10 days, and (b) the bid must not be extended after the expiry of the mandatory 10-day extension period. 2.32 Obligation to take up and pay for deposited securities (1) If all the terms and conditions of an issuer bid have been complied with or waived, the offeror must take up and pay for securities deposited under the bid not later than 10 days after the expiry of the bid or at the time required by subsection (2) or (3), whichever is earliest. (2) An offeror must pay for any securities taken up under an issuer bid as soon as possible, and in any event not later than 3 business days after securities deposited under the bid are taken up. (3) Securities deposited under a take-over bid or an issuer bid subsequent to the date on which the offeror first takes up securities deposited under the bid must be taken up and paid for by the offeror not later than 10 days after the deposit of the securities. (4) An offeror must not extend its issuer bid if all the terms and conditions of the bid have been complied with or waived, unless the offeror first takes up all securities deposited under the bid and not withdrawn. (5) Despite subsections (3) and (4), if an issuer bid is made for less than all of the class of securities subject to the bid, an offeror is required to take up, by the times specified in those subsections, only the maximum number of securities that the offeror can take up without contravening section 2.23 or section 2.26 at the expiry of the bid. 1721 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (6) Despite subsection (4), if the offeror waives any terms or conditions of an issuer bid and extends the bid in circumstances where the rights of withdrawal conferred by paragraph 2.30(1)(b) are applicable, the bid must be extended without the offeror first taking up the securities which are subject to the rights of withdrawal. 2.32.1 Obligation to take up and pay for deposited securities - take-over bids (1) An offeror must immediately take up securities deposited under a take- over bid if, at the expiry of the initial deposit period, all of the following apply: (a) the deposit period referred to in section 2.28.1, section 2.28.2 or section 2.28.3, as applicable, has elapsed; (b) all the terms and conditions of the bid have been complied with or waived; (c) the requirement in paragraph 2.29.1(c) is satisfied. (2) An offeror must pay for any securities taken up under a take-over bid as soon as possible, and in any event not later than 3 business days after the securities deposited under the bid are taken up. (3) In the case of a take-over bid that is not a partial take-over bid, securities deposited under the bid during the mandatory 10-day extension period, or an extension period made after the mandatory 10-day extension period, must be taken up and paid for by the offeror not later than 10 days after the deposit of securities. (4) In the case of a take-over bid that is not a partial take-over bid, an offeror must not extend its bid beyond the expiry of the mandatory 10-day extension period unless the offeror first takes up all securities deposited under the bid and not withdrawn. (5) Despite subsection (4), if the offeror extends the bid in circumstances where the rights of withdrawal conferred by paragraph 2.30(1)(b) are applicable, the offeror must extend the bid without the offeror first taking up the securities which are subject to the rights of withdrawal. (6) Despite subsection (1), an offeror that has made a partial take-over bid is required to take up, by the time specified in that subsection, only the maximum number of securities that the offeror can take up without contravening section 2.23 or section 2.26.1 at the expiry of the bid. (7) In the case of a partial take-over bid, securities deposited before the expiry of the initial deposit period and not taken up by the offeror in reliance on subsection (6), and securities deposited during the mandatory 10-day extension period, must be taken up by the offeror, in the manner required under section 2.26.1, not later than one business day after the expiry of the mandatory 10-day extension period. (8) Despite subsection (7), if at the expiry of the mandatory 10-day extension period rights of withdrawal conferred by paragraph 2.30(1)(b) are applicable, securities deposited before the expiry of the initial deposit period and not taken up by the offeror in reliance on subsection (6), and securities deposited during the mandatory 10-day extension period, must be taken up by the offeror, in the manner required under section 2.26.1, not later than one business day after the expiry of the withdrawal period conferred by paragraph 2.30(1)(b). 1722 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.33 Return of deposited securities If, following the expiry of a take-over bid or an issuer bid, an offeror knows that it will not take up securities deposited under the bid, the offeror must promptly issue and file a news release to that effect and return the securities to the security holders. 2.34 News release on expiry of bid If all the terms and conditions of a take-over bid or an issuer bid have been complied with or waived, the offeror must issue and file a news release to that effect promptly after the expiry of the bid, and the news release must disclose: (a) the approximate number of securities deposited; and (b) the approximate number that will be taken up. PART 3 GENERAL 3.1 Language of bid documents (1) A person must file a document required under this Instrument in French or English. (2) In Québec, a take-over bid circular, issuer bid circular, directors’ circular, director’s or officer’s circular, notice of change or notice of variation required under Part 2 must be in French or in French and English. (3) Subsection (1) does not apply to an exempt take-over bid made under section 4.4, or an exempt issuer bid made under section 4.10. (4) Despite subsection (1), if a person files a document only in French or English, but delivers to a security holder a version of the document in the other language, the person must file that other version not later than when it is first delivered to the security holder. 3.2 Filing of documents (1) An offeror making a take-over bid under Part 2 must file copies of the following documents, and any amendments to those documents: (a) any agreement between the offeror and a security holder of the offeree issuer relating to the take-over bid, including any agreement to the effect that the security holder will deposit its securities to the take-over bid made by the offeror; (b) any agreement between the offeror and directors or officers of an offeree issuer relating to the take-over bid; (c) any agreement between the offeror and an offeree issuer relating to the take-over bid; (d) any other agreement of which the offeror is aware that could affect control of the offeree issuer, including any agreement with change of control provisions, any security holder agreement or any voting trust agreement, that the offeror has access to and can reasonably be regarded as material to a security holder in deciding whether to deposit securities under the bid. 1723 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) An offeree issuer whose securities are the subject of a take-over bid under Part 2 must file copies of any agreement of which the offeree issuer is aware that could affect control of the offeree issuer, including an agreement with change of control provisions, a security holder agreement or a voting trust agreement, that the offeree issuer has access to and can reasonably be regarded as material to a security holder in deciding whether to deposit securities under the bid. (3) The documents required to be filed: (a) under subsection (1) must be filed on the day the take-over bid circular is filed under section 2.10; and (b) under subsection (2) must be filed on the day that the directors’ circular is filed under section 2.19. (4) If an agreement required to be filed under subsection (1) or (2) is entered into after a take-over bid circular referred to in subsection (1) or the directors’ circular referred to in subsection (2) is filed, the agreement must be filed promptly but not later than 2 business days from the date that the agreement was entered into. (5) If a document required to be filed under subsection (1) or (2) has already been filed in electronic format under National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+), the requirement to file the document may be satisfied by filing a letter describing the document and stating the filing date and project number. (6) A document dated before March 30, 2004 that is required to be filed under subsection (1) or (2) may be filed in paper format if it does not exist electronically under National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+). (7) A provision in a document required to be filed under subsection (1) or (2) may be omitted or marked so as to be unreadable if: (a) the filer has reasonable grounds to believe that disclosure of the provision would be seriously prejudicial to the interests of the filer or would violate confidentiality provisions; (b) the provision does not contain information relating to the filer or its securities that would be necessary to understand the document; and (c) in the copy of the document filed by the filer, the filer includes a brief description of the information that has been omitted or marked so as to be unreadable immediately after the provision that has been omitted or marked. 3.3 Certification of bid circulars (1) A bid circular or a notice of change or notice of variation in respect of the bid circular required under this Instrument must contain a certificate of the offeror in the required form signed: (a) if the offeror is a person other than an individual, by each of the following: (i) the chief executive officer or, in the case of a person that does not have a chief executive officer, the individual who performs similar functions to a chief executive officer; 1724 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) the chief financial officer or, in the case of a person that does not have a chief financial officer, the individual who performs similar functions to a chief financial officer; and (iii) 2 directors, other than the chief executive officer and the chief financial officer, who are duly authorized by the board of directors of that person to sign on behalf of the board of directors; or (b) if the offeror is an individual, by the individual. (2) For the purposes of subsection (1)(a), if the offeror has fewer than 4 directors and officers, the certificate must be signed by all of the directors and officers. (3) A directors’ circular or a notice of change in respect of a directors’ circular required under this Instrument must contain a certificate of the board of directors of the offeree issuer in the required form signed by 2 directors who are duly authorized by the board of directors of that person to sign on behalf of the board of directors. (4) Every person that files and sends an individual director’s or officer’s circular or a notice of change in respect of an individual director’s or officer’s circular under this Instrument must ensure that the circular or notice contains a certificate in the required form and signed by or on behalf of the director or officer sending the circular or notice. (5) If the regulator or securities regulatory authority is satisfied that either or both of the chief executive officer or chief financial officer cannot sign a certificate required under this Instrument, the regulator or securities regulatory authority may accept a certificate signed by another officer or director. 3.4 Obligation to provide security holder list (1) If a person makes or proposes to make a take-over bid under Part 2 for a class of securities of an issuer that is not otherwise required by law to provide a list of its security holders to the person, the issuer must provide a list of holders of that class of securities, and any known holder of an option or right to acquire securities of that class, to enable the person to carry out the bid in compliance with this Instrument. (2) For the purposes of subsection (1), section 21 of the Canada Business Corporations Act applies with necessary modifications to the person making or proposing to make the take-over bid and to the issuer, except that the affidavit that accompanies the request for the list of security holders must state that the list will not be used except in connection with a bid made under Part 2 for securities of the issuer. 1725 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 4 EXEMPTIONS Division 1 Exempt Take-Over Bids 4.1 Normal course purchase exemption A take-over bid is exempt from Part 2 if all of the following conditions are satisfied: (a) the bid is for not more than 5% of the outstanding securities of a class of securities of the offeree issuer; (b) the aggregate number of securities acquired in reliance on this exemption by the offeror and any person acting jointly or in concert with the offeror within any period of 12 months, when aggregated with acquisitions otherwise made by the offeror and any person acting jointly or in concert with the offeror within the same 12-month period, other than under a bid that is subject to Part 2, does not exceed 5% of the securities of that class outstanding at the beginning of the 12-month period; (c) there is a published market for the class of securities that are the subject of the bid; (d) the value of the consideration paid for any of the securities acquired is not in excess of the market price at the date of acquisition, as determined in accordance with section 1.11, plus reasonable brokerage fees or commissions actually paid. 4.2 Private agreement exemption (1) A take-over bid is exempt from Part 2 if all of the following conditions are satisfied: (a) purchases are made from not more than 5 persons in the aggregate, including persons located outside the local jurisdiction; (b) the bid is not made generally to security holders of the class of securities that is the subject of the bid, so long as there are more than 5 security holders of the class; (c) if there is a published market for the securities acquired, the value of the consideration paid for any of the securities, including brokerage fees or commissions, is not greater than 115% of the market price of the securities at the date of the bid as determined in accordance with section 1.11; (d) if there is no published market for the securities acquired, there is a reasonable basis for determining that the value of the consideration paid for any of the securities is not greater than 115% of the value of the securities. (2) In subsection (1), if an offeror makes an offer to acquire securities from a person and the offeror knows or ought to know after reasonable enquiry that: (a) the person acquired the securities in order that the offeror might make use of the exemption under subsection (1), then each person from whom those securities were acquired must be included in the determination of the number of persons to whom an offer to acquire has been made; or 1726 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the person from whom the acquisition is being made is acting as a nominee, agent, trustee, executor, administrator or other legal representative for one or more other persons having a direct beneficial interest in those securities, then each of those other persons must be included in the determination of the number of persons to whom an offer to acquire has been made. (3) Despite paragraph (2)(b), a trust or estate is to be considered a single security holder in the determination of the number of persons to whom an offer to acquire has been made if: (a) an inter vivos trust has been established by a single settlor; or (b) an estate has not vested in all persons who are beneficially entitled to it. 4.3 Non-reporting issuer exemption A take-over bid is exempt from Part 2 if all of the following conditions are satisfied: (a) the offeree issuer is not a reporting issuer; (b) there is no published market for the securities that are the subject of the bid; (c) the number of security holders of that class of securities at the commencement of the bid is not more than 50, exclusive of holders who: (i) are in the employment of the offeree issuer or an affiliate of the offeree issuer; or (ii) were formerly in the employment of the offeree issuer or in the employment of an entity that was an affiliate of the offeree issuer at the time of that employment, and who while in that employment were, and have continued after that employment to be, security holders of the offeree issuer. 4.4 Foreign take-over bid exemption A take-over bid is exempt from Part 2 if all of the following conditions are satisfied: (a) security holders whose last address as shown on the books of the offeree issuer is in Canada hold less than 10% of the outstanding securities of the class subject to the bid at the commencement of the bid; (b) the offeror reasonably believes that security holders in Canada beneficially own less than 10% of the outstanding securities of the class subject to the bid at the commencement of the bid; 1727 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) the published market on which the greatest volume of trading in securities of that class occurred during the 12 months immediately preceding the commencement of the bid was not in Canada; (d) security holders in the local jurisdiction are entitled to participate in the bid on terms at least as favourable as the terms that apply to the general body of security holders of the same class; (e) at the same time as material relating to the bid is sent by or on behalf of the offeror to security holders of the class that is subject to the bid, the material is filed and sent to security holders whose last address as shown on the books of the offeree issuer is in the local jurisdiction; (f) if the bid materials referred to in paragraph (e) are not in English, a brief summary of the key terms of the bid prepared in English, and in Québec in French or French and English, is filed and sent to security holders whose last address as shown on the books of the offeree issuer is in the local jurisdiction at the same time as the bid materials are filed and sent; (g) if no material relating to the bid is sent by or on behalf of the offeror to security holders of the class that is subject to the bid but a notice or advertisement of the bid is published by or on behalf of the offeror in the jurisdiction where the offeree issuer is incorporated or organized, an advertisement of the bid specifying where and how security holders may obtain a copy of, or access to, the bid documents is filed and published in English, and in Québec in French or French and English, in at least one major daily newspaper of general and regular paid circulation in the local jurisdiction. 4.5 De minimis exemption A take-over bid is exempt from Part 2 if all of the following conditions are satisfied: (a) the number of beneficial owners of securities of the class subject to the bid in the local jurisdiction is fewer than 50; (b) the securities held by the beneficial owners referred to in paragraph (a) constitute, in aggregate, less than 2% of the outstanding securities of that class; (c) security holders in the local jurisdiction are entitled to participate in the bid on terms at least as favourable as the terms that apply to the general body of security holders of the same class; (d) at the same time as material relating to the bid is sent by or on behalf of the offeror to security holders of the class that is subject to the bid, the material is filed and sent to security holders whose last address as shown on the books of the offeree issuer is in the local jurisdiction. 1728 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Division 2 Exempt Issuer Bids 4.6 Issuer acquisition or redemption exemption An issuer bid for a class of securities is exempt from Part 2 if any of the following conditions are satisfied: (a) the securities are purchased, redeemed or otherwise acquired in accordance with the terms and conditions attaching to the class of securities that permit the purchase, redemption or acquisition of the securities by the issuer without the prior agreement of the owners of the securities, or the securities are acquired to meet sinking fund or purchase fund requirements; (b) the purchase, redemption or other acquisition is required by the terms and conditions attaching to the class of securities or by the statute under which the issuer was incorporated, organized or continued; (c) the terms and conditions attaching to the class of securities contain a right of the owner to require the issuer of the securities to redeem, repurchase, or otherwise acquire the securities, and the securities are acquired under the exercise of the right. 4.7 Employee, executive officer, director and consultant exemption An issuer bid is exempt from Part 2 if the securities are acquired from a current or former employee, executive officer, director or consultant of the issuer or of an affiliate of the issuer and, if there is a published market in respect of the securities: (a) the value of the consideration paid for any of the securities acquired is not greater than the market price of the securities at the date of the acquisition, determined in accordance with section 1.11; and (b) the aggregate number of securities or, in the case of convertible debt securities, the aggregate principal amount of securities acquired by the issuer within any period of 12 months in reliance on the exemption provided by this paragraph does not exceed 5% of the securities of that class outstanding at the beginning of the 12-month period. 4.8 Normal course issuer bid exemptions (1) In this section, “designated exchange” means the Toronto Stock Exchange, the TSX Venture Exchange, Cboe Canada Inc. or other exchange recognized or designated by the securities regulatory authorities for the purpose of this Instrument. (2) An issuer bid that is made in the normal course through the facilities of a designated exchange is exempt from Part 2 if the bid is made in accordance with the bylaws, rules, regulations and policies of that exchange. 1729 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) An issuer bid that is made in the normal course on a published market, other than a designated exchange, is exempt from Part 2 if all of the following conditions are satisfied: (a) the bid is for not more than 5% of the outstanding securities of a class of securities of the issuer; (b) the aggregate number of securities or, in the case of convertible debt securities, the aggregate principal amount of securities acquired in reliance on this exemption by the issuer and any person acting jointly or in concert with the issuer within any 12-month period does not exceed 5% of the securities of that class outstanding at the beginning of the 12-month period; (c) the value of the consideration paid for any of the securities acquired is not in excess of the market price at the date of acquisition as determined in accordance with section 1.11, plus reasonable brokerage fees or commissions actually paid. (4) An issuer making a bid under subsection (2) must promptly file any news release required to be issued by the designated exchange. (5) An issuer making a bid under subsection (3) must issue and file, at least 5 days before the commencement of the bid, a news release containing the following information: (a) the class and number of securities or principal amount of debt securities sought; (b) the dates, if known, on which the issuer bid will commence and expire; (c) the value, in Canadian dollars, of the consideration offered per security; (d) the manner in which the securities will be acquired; and (e) the reasons for the issuer bid. 4.9 Non-reporting issuer exemption An issuer bid is exempt from Part 2 if all of the following conditions are satisfied: (a) the issuer is not a reporting issuer; (b) there is no published market for the securities that are the subject of the bid; (c) the number of security holders of that class of securities at the commencement of the bid is not more than 50, exclusive of holders who: (i) are in the employment of the issuer or an affiliate of the issuer; or (ii) were formerly in the employment of the issuer or in the employment of an entity that was an affiliate of the issuer at the time of that employment, and who while in that employment were, and have continued after the employment to be, security holders of the issuer. 1730 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4.10 Foreign issuer bid exemption An issuer bid is exempt from Part 2 if all of the following conditions are satisfied: (a) security holders whose last address as shown on the books of the offeree issuer is in Canada hold less than 10% of the outstanding securities of the class subject to the bid at the commencement of the bid; (b) the offeror reasonably believes that security holders in Canada beneficially own less than 10% of the outstanding securities of the class subject to the bid at the commencement of the bid; (c) the published market on which the greatest volume of trading in securities of that class occurred during the 12 months immediately preceding the commencement of the bid was not in Canada; (d) security holders in the local jurisdiction are entitled to participate in the bid on terms at least as favourable as the terms that apply to the general body of security holders of the same class; (e) at the same time as material relating to the bid is sent by or on behalf of the offeror to security holders of the class that is subject to the bid, the material is filed and sent to security holders whose last address as shown on the books of the offeree issuer is in the local jurisdiction; (f) if the bid materials referred to in paragraph (e) are not in English, a brief summary of the key terms of the bid prepared in English, and in Québec in French or French and English, is filed and sent to security holders whose last address as shown on the books of the offeree issuer is in the local jurisdiction at the same time as the bid materials are filed and sent; (g) if no material relating to the bid is sent by or on behalf of the offeror to security holders of the class that is subject to the bid but a notice or advertisement of the bid is published by or on behalf of the offeror in the jurisdiction where the offeree issuer is incorporated or organized, an advertisement of the bid specifying where and how security holders may obtain a copy of, or access to, the bid documents is filed and published in English, and in Québec in French or French and English, in at least one major daily newspaper of general and regular paid circulation in the local jurisdiction. 4.11 De minimis exemption An issuer bid is exempt from the requirements of Part 2 if all of the following conditions are satisfied: (a) the number of beneficial owners of the class of securities subject to the bid in the local jurisdiction is fewer than 50; (b) the securities held by the beneficial owners referred to in paragraph (a) constitute, in aggregate, less than 2% of the outstanding securities of that class; 1731 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) security holders in the local jurisdiction are entitled to participate in the bid on terms at least as favourable as the terms that apply to the general body of security holders of the same class; (d) at the same time as material relating to the bid is sent by or on behalf of the offeror to security holders of the class that is subject to the bid, the material is filed and sent to security holders whose last address as shown on the books of the offeree issuer is in the local jurisdiction. PART 5 REPORTS AND ANNOUNCEMENTS OF ACQUISITIONS 5.1 Definitions and Interpretation (1) In this Part, “acquiror” means a person who acquires a security, other than by way of a take-over bid or an issuer bid made in compliance with Part 2; “acquiror’s securities” means securities of an issuer beneficially owned, or over which control or direction is exercised, on the date of the acquisition or disposition, by an acquiror or any person acting jointly or in concert with the acquiror; “specified securities lending arrangement” means a securities lending arrangement if all of the following apply: (a) the material terms of the securities lending arrangement are set out in a written agreement; (b) the securities lending arrangement requires the borrower to pay to the lender amounts equal to all dividends or interest payments, if any, paid on the security that would have been received by the lender if the lender had held the security throughout the period beginning at the date of the transfer or loan and ending at the time the security or an identical security is transferred or returned to the lender; (c) the lender has established policies and procedures that require the lender to maintain a record of all securities that it has transferred or lent under securities lending arrangements; (d) the written agreement referred to in paragraph (a) provides for any of the following: (i) the lender has an unrestricted right to recall all securities that it has transferred or lent under the securities lending arrangement, or an equal number of identical securities, before the record date for voting at any meeting of securityholders at which the securities may be voted; (ii) the lender requires the borrower to vote the securities transferred or lent in accordance with the lender’s instructions; 1732 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “securities lending arrangement” means an arrangement between a lender and a borrower with respect to which both of the following apply: (a) the lender transfers or lends a security to the borrower; (b) at the time that the security is lent or transferred, the lender and the borrower reasonably expect that the borrower will, at a later date, transfer or return to the lender the security or an identical security. (2) For the purposes of this Part, if an acquiror and one or more persons acting jointly or in concert with the acquiror acquire or dispose of securities, the securities are deemed to be acquired or disposed of, as applicable, by the acquiror. 5.2 Early warning (1) An acquiror who acquires beneficial ownership of, or control or direction over, voting or equity securities of any class of a reporting issuer, or securities convertible into voting or equity securities of any class of a reporting issuer, that, together with the acquiror’s securities of that class, constitute 10% or more of the outstanding securities of that class, must: (a) promptly, and, in any event, no later than the opening of trading on the business day following the acquisition, issue and file a news release containing the information required by section 3.1 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, and (b) promptly, and, in any event, no later than 2 business days from the date of the acquisition, file a report containing the information required by section 3.1 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. (2) An acquiror who is required to make disclosure under subsection (1) must make further disclosure, in accordance with subsection (1), each time any of the following events occur: (a) the acquiror or any person acting jointly or in concert with the acquiror, acquires or disposes beneficial ownership of, or acquires or ceases to have control or direction over, either of the following: (i) securities in an amount equal to 2% or more of the outstanding securities of the class of securities that was the subject of the most recent report required to be filed by the acquiror under subsection (1) or under this subsection; (ii) securities convertible into 2% or more of the outstanding securities referred to in subparagraph (i); (b) there is a change in a material fact contained in the most recent report required to be filed under paragraph (1)(b) or under paragraph (a) of this subsection. 1733 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) An acquiror must issue and file a news release and file a report in accordance with subsection (1) if beneficial ownership of, or control or direction over, the outstanding securities of the class of securities that was the subject of the most recent report required to be filed by the acquiror under this section decreases to less than 10%. (4) If an acquiror issues and files a news release and files a report under subsection (3), the requirements under subsection (2) do not apply unless subsection (1) applies in respect of a subsequent acquisition of beneficial ownership of, or control or direction over, voting or equity securities of any class of a reporting issuer, or securities convertible into voting or equity securities of any class of a reporting issuer, that, together with the acquiror’s securities of that class, constitute 10% or more of the outstanding securities of that class. 5.3 Moratorium provisions (1) During the period beginning on the occurrence of an event in respect of which a report is required to be filed under section 5.2 and ending on the expiry of the first business day following the date that the report is filed, an acquiror, or any person acting jointly or in concert with the acquiror, must not acquire or offer to acquire beneficial ownership of, or control or direction over, any securities of the class in respect of which the report is required to be filed or any securities convertible into securities of that class. (2) Subsection (1) does not apply to an acquiror that has beneficial ownership of, or control or direction over, securities that, together with the acquiror’s securities of that class, constitute 20% or more of the outstanding securities of that class. 5.4 Acquisitions during bid (1) If, after a take-over bid or an issuer bid has been made under Part 2 for voting or equity securities of a reporting issuer and before the expiry of the bid, an acquiror acquires beneficial ownership of, or control or direction over, securities of the class subject to the bid which, when added to the acquiror’s securities of that class, constitute 5% or more of the outstanding securities of that class, the acquiror must, before the opening of trading on the next business day, issue and file a news release containing the information required by subsection (3). (2) An acquiror must issue and file an additional news release in accordance with subsection (3) before the opening of trading on the next business day each time the acquiror, or any person acting jointly or in concert with the acquiror, acquires beneficial ownership of, or control or direction over, in aggregate, an additional 2% or more of the outstanding securities of the class of securities that was the subject of the most recent news release required to be filed by the acquiror under this section. 1734 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) A news release or further news release required under subsection (1) or (2) must set out (a) the name of the acquiror, (b) the number of securities of the offeree issuer that were beneficially acquired, or over which control or direction was acquired, in the transaction that gave rise to the requirement under subsection (1) or (2) to issue the news release, (c) the number of securities and the percentage of outstanding securities of the offeree issuer that the acquiror and all persons acting jointly or in concert with the acquiror, have beneficial ownership of, or control or direction over, immediately after the acquisition described in paragraph (b), (d) the number of securities of the offeree issuer that were beneficially acquired, or over which control or direction was acquired, by the acquiror and all persons acting jointly or in concert with the acquiror, since the commencement of the bid, (e) the name of the market in which the acquisition described in paragraph (b) took place, and (f) the purpose of the acquiror and all persons acting jointly or in concert with the acquiror in making the acquisition described in paragraph (b), including any intention of the acquiror and all persons acting jointly or in concert with the acquiror to increase the beneficial ownership of, or control or direction over, any of the securities of the offeree issuer. 5.5 Duplicate news release not required If the facts in respect of which a news release is required to be filed under sections 5.2 and 5.4 are identical, a news release is required only under the provision requiring the earlier news release. 5.6 Copies of news release and report An acquiror that files a news release or report under section 5.2 or 5.4 must promptly send a copy of each filing to the reporting issuer. 5.7 Exception Sections 5.2, 5.3 and 5.4 do not apply to either of the following: (a) an acquiror that is a lender in respect of securities transferred or lent pursuant to a specified securities lending arrangement; (b) an acquiror that is a borrower in respect of securities or identical securities borrowed, disposed of or acquired in connection with a securities lending arrangement if all of the following apply: (i) the borrowed securities are disposed of by the borrower no later than 3 business days from the date of the transfer or loan; 1735 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (ii) the borrower will at a later date acquire the securities or identical securities and transfer or return those securities to the lender; (iii) the borrower does not intend to vote and does not vote the securities or identical securities during the period beginning on the date of the transfer or loan and ending at the time the securities or identical securities are transferred or returned to the lender. PART 6 EXEMPTIONS 6.1 Exemptions - general (1) The regulator or the securities regulatory authority may grant an exemption from the provisions of this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction”. 6.2 Exemption - collateral benefit (1) The regulator or the securities regulatory authority may decide for the purposes of section 2.24 that an agreement, commitment or understanding with a selling security holder is made for reasons other than to increase the value of the consideration paid to a selling security holder for the securities of the selling security holder and that the agreement, commitment or understanding may be entered into despite that section. (2) Despite subsection (1), in Ontario, only the regulator may make such a decision. PART 7 TRANSITION AND COMING INTO FORCE 7.1 Transition The take-over bid or issuer bid provisions in securities legislation that were in force immediately before May 9, 2016, continue to apply in respect of (a) every take-over bid and issuer bid commenced before May 9, 2016, (b) any take-over bid in respect of the securities of an offeree issuer subject to a take-over bid referred to in paragraph (a) commenced on or subsequent to May 9, 2016 and prior to the date of the expiry of a take- over bid referred to in paragraph (a), and (c) any take-over bid in respect of the securities of an issuer that issued a news release before May 9, 2016 announcing that it intends to effect an alternative transaction, whether pursuant to an agreement or otherwise, commenced on or subsequent to May 9, 2016 and prior to the date of completion or abandonment of the alternative transaction. 1736 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 7.2 Coming into force (1) Except in Ontario, this Instrument comes into force on February 1, 2008. (2) In Ontario, this Instrument comes into force on the later of the following: (a) May 9, 2016; (b) the day on which sections 1, 2 and 3, subsections 4 (2) and (3), and sections 5, 7, 8 and 10 of Schedule 18 of the Budget Measures Act, 2015 (Ontario) are proclaimed into force. FORM 62-104F1 TAKE-OVER BID CIRCULAR Part 1 General Provisions (a) Defined terms If a term is used but not defined in this Form, refer to Part 1 of National Instrument 62‑104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 14-101 Definitions. (b) Incorporating information by reference If you are qualified to file a short form prospectus under sections 2.2 to 2.7 of National Instrument 44-101 Short Form Prospectus Distributions, or by reason of an exemption granted by a securities regulatory authority, you may incorporate information required under item 19 to be included in your take-over bid circular by reference to another document. Clearly identify the referenced document or any excerpt of it that you incorporate into your take-over bid circular. Unless you have already filed the referenced document, you must file it with your take-over bid circular. You must also disclose that the document is on SEDAR+ at www. sedarplus.com and that, on request, you will promptly provide a copy of the document free of charge to a security holder of the offeree issuer. (c) Plain language Write the take-over bid circular so that readers are able to understand it and make informed investment decisions. Offerors should apply plain language principles when they prepare a take-over bid circular including: • using short sentences; • using definite everyday language; • using the active voice; • avoiding superfluous words; • organizing the document into clear, concise sections, paragraphs and sentences; 1737 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 • avoiding jargon; • using personal pronouns to speak directly to the reader; • avoiding reliance on glossaries and defined terms unless it facilitates understanding of the disclosure; • avoiding vague boilerplate wording; • avoiding abstract terms by using more concrete terms or examples; • avoiding multiple negatives; • using technical terms only when necessary and explaining those terms; • using charts, tables and examples where it makes disclosure easier to understand. If you use technical terms, explain them in a clear and concise manner. (d) Numbering and headings The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the heading or numbering or follow the order of items in this Form. You do not need to refer to inapplicable items and, unless otherwise required in this Form, you may omit negative answers to items. Disclosure provided in response to any item need not be repeated elsewhere in the circular. Part 2 Contents of Take-Over Bid Circular Item 1 Name and description of offeror State the corporate name of the offeror or, if the offeror is an unincorporated entity, the full name under which it exists and carries on business, and give a brief description of its activities. Item 2 Name of offeree issuer State the corporate name of the offeree issuer or, if the offeree issuer is an unincorporated entity, the full name under which it exists and carries on business. Item 3 Securities subject to the bid State the class and number of securities that are the subject of the take-over bid and a description of the rights of the holders of any other class of securities that have a right to participate in the offer. Item 4 Time period State the dates on which the take-over bid will commence and expire. Item 5 Consideration State the consideration to be offered. If the consideration includes securities, state the particulars of the designation, rights, privileges, restrictions and conditions attaching to those securities. 1738 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 6 Ownership of securities of offeree issuer State the number, designation and percentage of the outstanding securities of any class of securities of the offeree issuer beneficially owned or over which control or direction is exercised: (a) by the offeror; (b) by each director and officer of the offeror; and (c) if known after reasonable enquiry, by: (i) each associate or affiliate of an insider of the offeror; (ii) an insider of the offeror, other than a director or officer of the offeror; and (iii) any person acting jointly or in concert with the offeror. In each case where no securities are owned, directed or controlled, state this fact. Item 7 Trading in securities of offeree issuer State, if known after reasonable enquiry, the following information about any securities of the offeree issuer purchased or sold by the persons referred to in item 6 during the 6-month period preceding the date of the take-over bid: (a) the description of the security; (b) the number of securities purchased or sold; (c) the purchase or sale price of the security; (d) the date of the transaction. If no such securities were purchased or sold, state this fact. Item 8 Commitments to acquire securities of offeree issuer Disclose all agreements, commitments or understandings made by the offeror, and, if known after reasonable enquiry, by the persons referred to in item 6 to acquire securities of the offeree issuer, and the terms and conditions of those agreements, commitments or understandings. Item 9 Terms and conditions of the bid State the terms of the take-over bid.

If the obligation of the offeror to take up and pay for securities under the take-over bid is conditional, state the particulars of each condition. 1739 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 9.1 Minimum Tender Requirement and Mandatory Extension Period State the following in italics and boldface type at the top of the cover page of the take-over bid circular: No securities tendered to this bid will be taken up until (a) more than 50% of the outstanding securities of the class sought (excluding those securities beneficially owned, or over which control or direction is exercised by the offeror or any person acting jointly or in concert with the offeror) have been tendered to the bid, (b) the minimum deposit period required under applicable securities laws has elapsed, and (c) any and all other conditions of the bid have been complied with or waived, as applicable. If these criteria are met, the offeror will take up securities deposited under the bid in accordance with applicable securities laws and extend its bid for an additional minimum period of 10 days to allow for further deposits of securities. Item 10 Payment for deposited securities State the particulars of the method and time of payment of the consideration. Item 11 Right to withdraw deposited securities Describe the withdrawal rights of the security holders of the offeree issuer under the take-over bid. State that the withdrawal is made by sending a written notice to the designated depository and becomes effective on its receipt by the depository. Item 12 Source of funds State the source of any funds to be used for payment of deposited securities. If the funds are to be borrowed, state: (a) the name of the lender; (b) the terms and financing conditions of the loan; (c) the circumstances under which the loan must be repaid; and (d) the proposed method of repayment. Item 13 Trading in securities to be acquired Provide a summary showing: (a) the name of each principal market on which the securities sought are traded; (b) any change in a principal market that is planned following the take-over bid, including but not limited to listing or de-listing on an exchange; (c) where reasonably ascertainable, in reasonable detail, the volume of trading and price range of the class of the securities in the 6-month period preceding the date of the take-over bid, or, in the case of debt securities, the prices quoted on each principal market; and (d) the date that the take-over bid to which the circular relates was announced to the public and the market price of the securities immediately before that announcement. 1740 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 14 Arrangements between the offeror and the directors and officers of offeree issuer Disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the offeror and any of the directors or officers of the offeree issuer, including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office or their remaining in or retiring from office if the take-over bid is successful. Item 15 Arrangements between the offeror and security holders of offeree issuer (1) Disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the offeror and a security holder of the offeree issuer relating to the bid, including a description of its purpose, its date, the identity of the parties, and its terms and conditions. Disclosure with respect to each agreement, commitment or understanding, other than an agreement that a security holder will tender securities to a take-over bid made by the offeror, must include: (a) a detailed explanation as to how the offeror determined entering into it was not prohibited by section 2.24 of the Instrument; or (b) disclosure of the exception to, or exemption from, the prohibition against collateral agreements relied on by the offeror and the facts supporting that reliance. (2) If the offeror is relying on an exception to the prohibition against collateral agreements under subparagraph 2.25(1)(b)(ii) of the Instrument, and if the information is available to the offeror, disclose the review process undertaken by the independent committee of directors of the issuer and the basis on which the independent committee made its determination under clause 2.25(1)(b)(ii)(A) or (B) of the Instrument. Item 16 Arrangements with or relating to the offeree issuer Disclose the particulars of any agreement, commitment or understanding made between the offeror and the offeree issuer relating to the take-over bid and any other agreement, commitment or understanding of which the offeror is aware that could affect control of the offeree issuer, including an agreement with change of control provisions, a security holder agreement or a voting trust agreement that the offeror has access to and that can reasonably be regarded as material to a security holder in deciding whether to deposit securities under the bid. 1741 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 17 Purpose of the bid State the purpose of the take-over bid. Disclose the particulars of any plans or proposals for: (a) subsequent transactions involving the offeree issuer such as a going private transaction; or (b) material changes in the affairs of the offeree issuer, including, for example, any proposal to liquidate the offeree issuer, to sell, lease or exchange all or a substantial part of its assets, to amalgamate it with any other business organization or to make any material changes in its business, corporate structure (debt or equity), management or personnel. Item 18 Valuation If the take-over bid is an insider bid, as defined in applicable securities legislation, include the disclosure regarding valuations required by securities legislation. Item 19 Securities of an offeror or other issuer to be exchanged for Item 19 securities of offeree issuer (1) If a take-over bid provides that the consideration for the securities of the offeree issuer is to be, in whole or in part, securities of the offeror or other issuer, include the financial statements and other information required in a prospectus of the issuer whose securities are being offered in exchange for the securities of the offeree issuer. (2) For the purposes of subsection (1), provide the pro forma financial statements that would be required in a prospectus assuming that: (a) the likelihood of the offeror completing the acquisition of securities of the offeree issuer is high; and (b) the acquisition is a significant acquisition for the offeror. (3) Despite subsection (1), the financial statements of the offeree issuer are not required to be included in the circular. Item 20 Right of appraisal and acquisition State any rights of appraisal the security holders of the offeree issuer have under the laws or constating document governing, or contracts binding, the offeree issuer and state whether or not the offeror intends to exercise any right of acquisition the offeror may have. Item 21 Market purchases of securities State whether or not the offeror intends to purchase in the market securities that are the subject of the take-over bid. 1742 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 22 Approval of take-over bid circular If the take-over bid is made by or on behalf of an offeror that has directors, state that the take-over bid circular has been approved and its sending has been authorized by the directors. Item 23 Other material facts Describe: (a) any material facts concerning the securities of the offeree issuer; and (b) any other matter not disclosed in the take-over bid circular that has not previously been generally disclosed, is known to the offeror, and that would reasonably be expected to affect the decision of the security holders of the offeree issuer to accept or reject the offer. Item 24 Solicitations Disclose any person retained by or on behalf of the offeror to make solicitations in respect of the take-over bid and the particulars of the compensation arrangements. Item 25 Statement of rights Include the following statement of rights provided under the securities legislation of the jurisdictions relating to this circular: Securities legislation in the provinces and territories of Canada provides security holders of the offeree issuer with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer. Item 26 Certificate A take-over bid circular certificate form must state: The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. Item 27 Date of take-over bid circular Specify the date of the take-over bid circular. 1743 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 62-104F2 ISSUER BID CIRCULAR Part 1 General Provisions (a) Defined terms If a term is used but not defined in this Form, refer to Part 1 of National Instrument 62‑104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 14-101 Definitions. (b) Incorporating information by reference If you are qualified to file a short form prospectus under sections 2.2 to 2.7 of National Instrument 44‑101 Short Form Prospectus Distributions, or by reason of an exemption granted by a securities regulatory authority, you may incorporate information required under item 21 to be included in your issuer bid circular by reference to another document. Clearly identify the referenced document or any excerpt of it that you incorporate into your issuer bid circular. Unless you have already filed the referenced document, you must file it with your issuer bid circular. You must also disclose that the document is on SEDAR+ at www.sedarplus.com and that, on request, you will promptly provide a copy of the document free of charge to a security holder of the issuer. (c) Plain language Write the issuer bid circular so that readers are able to understand it and make informed investment decisions. Issuers should apply plain language principles when they prepare an issuer bid circular including: • using short sentences; • using definite everyday language; • using the active voice; • avoiding superfluous words; • organizing the document into clear, concise sections, paragraphs and sentences; • avoiding jargon; • using personal pronouns to speak directly to the reader; • avoiding reliance on glossaries and defined terms unless it facilitates understanding of the disclosure; • avoiding vague boilerplate wording; • avoiding abstract terms by using more concrete terms or examples; • avoiding multiple negatives; • using technical terms only when necessary and explaining those terms; • using charts, tables and examples where it makes disclosure easier to understand. If you use technical terms, explain them in a clear and concise manner. 1744 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) Numbering and headings The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the heading or numbering or follow the order of items in this Form. You do not need to refer to inapplicable items and, unless otherwise required in this Form, you may omit negative answers to items. Disclosure provided in response to any item need not be repeated elsewhere in the circular. Part 2 Contents of Issuer Bid Circular Item 1 Name of issuer State the corporate name of the issuer or, if the issuer is an unincorporated entity, the full name under which it exists and carries on business. Item 2 Securities subject to the bid State the class and number of securities that are the subject of the issuer bid and a description of the rights of the holders of any other class of securities that have a right to participate in the offer. Where the number of securities sought under the bid is subject to additional purchases by the issuer for the purpose of preventing security holders from being left with less than a standard trading unit, disclose this fact. Where the issuer intends to rely on the exception from the proportionate take up and payment requirements found in subsection 2.26(3) of the Instrument relating to “dutch auctions”, the issuer is not required to disclose the number of securities that are the subject of the issuer bid if the issuer discloses a maximum amount the issuer intends to spend making purchases pursuant to the bid. Item 3 Time period State the dates on which the issuer bid will commence and expire. Item 4 Consideration State the consideration to be offered. If the consideration includes securities, state the particulars of the designation, rights, privileges, restrictions and conditions attaching to those securities. Item 5 Payment for deposited securities State the particulars of the method and time of payment of the consideration. Item 6 Right to withdraw deposited securities Describe the right to withdraw securities deposited under the issuer bid. State that the withdrawal is made by sending a written notice to the designated depository and becomes effective on its receipt by the depository. Item 7 Source of funds State the source of any funds to be used for payment of deposited securities. If the funds are to be borrowed, state: (a) the name of the lender; 1745 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the terms and financing conditions of the loan; (c) the circumstances under which the loan must be repaid; and (d) the proposed method of repayment. Item 8 Participation If the issuer bid is for less than all of the outstanding securities of that class, state that if a greater number or principal amount of the securities are deposited than the issuer is bound or willing to take up and pay for, the issuer will take up as nearly as may be proportionately, disregarding fractions, according to the number or principal amount of the securities deposited. To the extent that this is not the case, as permitted by securities legislation, the response to this item should be modified accordingly. If an issuer intends to rely on one or both of the exceptions from the proportionate take up and payment requirements found in subsections 2.26 (2) and (3) of the Instrument relating to standard trading units and “dutch auctions”, describe the mechanism under which securities would be deposited and taken up without proration. Item 9 Purpose of the bid State the purpose for the issuer bid, and if it is anticipated that the issuer bid will be followed by a going private transaction or other transaction such as a business combination, describe the proposed transaction. Item 10 Trading in securities to be acquired Provide a summary showing: (a) the name of each principal market on which the securities sought are traded; (b) any change in a principal market that is planned following the issuer bid; (c) where reasonably ascertainable, in reasonable detail, the volume of trading and price range of the class of the securities in the 6-month period preceding the date of the issuer bid, or, in the case of debt securities, the prices quoted on each principal market; and (d) the date that the issuer bid to which the circular relates was announced to the public and the market price of the securities of the issuer immediately before that announcement. Item 11 Ownership of securities of issuer State the number, designation and the percentage of the outstanding securities of any class of securities of the issuer beneficially owned or over which control or direction is exercised: (a) by each director and officer of the issuer; and (b) if known after reasonable enquiry, by: (i) each associate or affiliate of an insider of the issuer; 1746 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) each associate or affiliate of the issuer; (iii) an insider of the issuer, other than a director or officer of the issuer; and (iv) each person acting jointly or in concert with the issuer. In each case where no securities are owned, directed or controlled, state this fact. Item 12 Commitments to acquire securities of issuer Disclose all agreements, commitments or understandings made by the issuer and, if known after reasonable enquiry, by the persons referred to in item 11, to acquire securities of the issuer, and the terms and conditions of those agreements, commitments or understandings. Item 13 Acceptance of issuer bid If known after reasonable enquiry, state the name of every person named in item 11 who has accepted or intends to accept the issuer bid and the number of securities in respect of which the person has accepted or intends to accept the issuer bid. Item 14 Benefits from the bid State the direct or indirect benefits to any of the persons named in item 11 of accepting or refusing the issuer bid. Item 15 Material changes in the affairs of issuer Disclose the particulars of any plans or proposals for material changes in the affairs of the issuer, including, for example, any contract or agreement under negotiation, any proposal to liquidate the issuer, to sell, lease or exchange all or a substantial part of its assets, to amalgamate it or to make any material changes in its business, corporate structure (debt or equity), management or personnel. Item 16 Other benefits If any material changes or subsequent transactions are contemplated, as described in item 9 or 15, state any specific benefit, direct or indirect, as a result of such changes or transactions to any of the persons named in item 11. Item 17 Arrangements between the issuer and security holders (1) Disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the issuer and a security holder of the issuer relating to the bid, including a description of its purpose, its date, the identity of the parties, and its terms and conditions. Disclosure with respect to each agreement, commitment or understanding, other than an agreement that a security holder will tender securities to an issuer bid, must include: (a) a detailed explanation as to how the issuer determined entering into it was not prohibited by section 2.24 of the Instrument; or (b) disclosure of the exception to, or exemption from, the prohibition against collateral agreements relied on by the issuer and the facts supporting that reliance. 1747 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) If the issuer is relying on an exception to the prohibition against collateral agreements under subparagraph 2.25(1)(b)(ii) of the Instrument, and if the information is available to the issuer, disclose the review process undertaken by the independent committee of directors of the issuer and the basis on which the independent committee made its determination under clause 2.25(1)(b)(ii)(A) or (B) of the Instrument. Item 18 Previous purchases and sales State the following information about any securities of the issuer purchased or sold by the issuer during the twelve months preceding the date of the issuer bid, excluding securities purchased or sold pursuant to the exercise of employee stock options, warrants and conversion rights: (a) the description of the security; (b) the number of securities purchased or sold; (c) the purchase or sale price of the security; and (d) the date and purpose of each transaction. If no securities were purchased or sold, state this fact. Item 19 Financial statements If the most recently available interim financial report is not included, include a statement that the most recent interim financial report will be sent without charge to any security holder requesting them. Item 20 Valuation If a valuation is required by applicable securities legislation, include the disclosure regarding valuations required by securities legislation. Item 21 Securities of issuer to be exchanged for others If an issuer bid provides that the consideration for the securities of the issuer is to be, in whole or in part, different securities of the issuer, include the financial and other information prescribed for a prospectus of the issuer. Item 22 Approval of issuer bid circular State that the issuer bid circular has been approved by the issuer’s directors, disclosing the name of any individual director of the issuer who has informed the directors in writing of their opposition to the issuer bid and that the delivery of the issuer bid circular to the security holders of the issuer has been authorized by the issuer’s directors. If the issuer bid is part of a transaction or to be followed by a transaction required to be approved by minority security holders, state the nature of the approval required. 1748 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 23 Previous distribution If the securities of the class subject to the issuer bid were distributed during the 5 years preceding the issuer bid, state the distribution price per share and the aggregate proceeds received by the issuer or selling security holder. Item 24 Dividend policy State the frequency and amount of dividends with respect to shares of the issuer during the 2 years preceding the date of the issuer bid, any restrictions on the issuer’s ability to pay dividends and any plan or intention to declare a dividend or to alter the dividend policy of the issuer. Item 25 Tax consequences Provide a general description of the income tax consequences in Canada of the issuer bid to the issuer and to the security holders of any class affected. Item 26 Expenses of bid Provide a statement of the expenses incurred or to be incurred in connection with the issuer bid. Item 27 Right of appraisal and acquisition State any rights of appraisal the security holders of the issuer have under the laws or constating documents governing, or contracts binding, the issuer and state whether or not the issuer intends to exercise any right of acquisition the issuer may have. Item 28 Statement of rights Include the following statement of rights provided under the securities legislation of the jurisdictions relating to this circular: Securities legislation in the provinces and territories of Canada provides security holders of the offeree issuer with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer. Item 29 Other material facts Describe: (a) any material facts concerning the securities of the issuer; and (b) any other matter not disclosed in the issuer bid circular that has not previously been generally disclosed, is known to the issuer, and that would reasonably be expected to affect the decision of the security holders of the issuer to accept or reject the offer. 1749 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 30 Solicitations Disclose any person retained by or on behalf of the issuer to make solicitations in respect of the issuer bid and the particulars of the compensation arrangements. Item 31 Certificate An issuer bid circular certificate form must state: The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. Item 32 Date of issuer bid circular Specify the date of the issuer bid circular. FORM 62-104F3 DIRECTORS’ CIRCULAR Part 1 General Provisions (a) Defined terms If a term is used but not defined in this Form, refer to Part 1 of National Instrument 62‑104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 14-101 Definitions. (b) Plain language Write the directors’ circular so that readers are able to understand it and make informed investment decisions. Directors should apply plain language principles when they prepare a directors’ circular including: • using short sentences; • using definite everyday language; • using the active voice; • avoiding superfluous words; • organizing the document into clear, concise sections, paragraphs and sentences; • avoiding jargon; • using personal pronouns to speak directly to the reader; • avoiding reliance on glossaries and defined terms unless it facilitates understanding of the disclosure; • avoiding vague boilerplate wording; • avoiding abstract terms by using more concrete terms or examples; • avoiding multiple negatives; 1750 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) • using technical terms only when necessary and explaining those terms; • using charts, tables and examples where it makes disclosure easier to understand. If you use technical terms, explain them in a clear and concise manner. (c) Numbering and headings The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the heading or numbering or follow the order of items in this Form. You do not need to refer to inapplicable items and, unless otherwise required in this Form, you may omit negative answers to items. Disclosure provided in response to any item need not be repeated elsewhere in the circular. Part 2 Contents of Directors’ Circular Item 1 Name of offeror State the corporate name of the offeror or, if the offeror is an unincorporated entity, the full name under which it exists and carries on business. Item 2 Name of offeree issuer State the corporate name of the offeree issuer or, if the offeree issuer is an unincorporated entity, the full name under which it exists and carries on business. Item 3 Names of directors of the offeree issuer State the name of each director of the offeree issuer. Item 4 Ownership of securities of offeree issuer State the number, designation and the percentage of the outstanding securities of any class of securities of the offeree issuer beneficially owned or over which control or direction is exercised: (a) by each director and officer of the offeree issuer; and (b) if known after reasonable enquiry, by: (i) each associate or affiliate of an insider of the offeree issuer; (ii) each associate or affiliate of the offeree issuer; (iii) an insider of the offeree issuer, other than a director or officer of the offeree issuer; and (iv) each person acting jointly or in concert with the offeree issuer. In each case where no securities are owned, directed or controlled, state this fact. 1751 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 5 Acceptance of take-over bid If known after reasonable enquiry, state the name of every person named in item 4 who has accepted or intends to accept the offer and the number of securities in respect of which such person has accepted or intends to accept the offer. Item 6 Ownership of securities of offeror If a take-over bid is made by or on behalf of an offeror that is an issuer, state the number, designation and percentage of the outstanding securities of any class of securities of the offeror beneficially owned or over which control or direction is exercised: (a) by the offeree issuer; (b) by each director and officer of the offeree issuer; and (c) if known after reasonable enquiry, by: (i) each associate or affiliate of an insider of the offeree issuer; (ii) each affiliate or associate of the offeree issuer; and (iii) an insider of the offeree issuer, other than a director or officer of the offeree issuer; and (iv) each person acting jointly or in concert with the offeree issuer. In each case where no securities are so owned, directed or controlled, state this fact. Item 7 Relationship between the offeror and the directors and officers of Item 7 the offeree issuer Disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the offeror and any of the directors or officers of the offeree issuer, including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office or their remaining in or retiring from office if the take-over bid is successful. State also whether any directors or officers of the offeree issuer are also directors or officers of the offeror or any subsidiary of the offeror and identify those persons. Item 8 Arrangements between offeree issuer and officers and directors Disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the offeree issuer and any of the directors or officers of the offeree issuer, including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office or their remaining in or retiring from office if the take-over bid is successful. Item 9 Arrangements between the offeror and security holders of offeree Item 9 issuer (1) If not already disclosed in the take-over bid circular, disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the offeror and a security holder of the offeree issuer relating to the bid, including a description of its purpose, its date, the identity of the parties, and its terms and conditions. Disclosure with respect to each agreement, commitment or understanding, other than an agreement that a security holder will tender securities to a take-over bid made by the offeror, must include: 1752 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) a detailed explanation as to how the offeror determined entering into it was not prohibited by section 2.24 of the Instrument; or (b) disclosure of the exception to, or exemption from, the prohibition against collateral agreements relied on by the offeror and the facts supporting that reliance. (2) If the offeror is relying on an exception to the prohibition against collateral agreements under subparagraph 2.25(1)(b)(ii) of the Instrument, and if not already disclosed in the take-over bid circular, disclose the review process undertaken by the independent committee of directors of the issuer and the basis on which the independent committee made its determination under clause 2.25(1)(b)(ii)(A) or (B) of the Instrument. Item 10 Interests of directors and officers of the offeree issuer in material Item 10 transactions with offeror State whether any director or officer of the offeree issuer and their associates and, if known to the directors or officers after reasonable enquiry, whether any person who owns more than 10 % of any class of equity securities of the offeree issuer for the time being outstanding has any interest in any material transaction to which the offeror is a party, and if so, state particulars of the nature and extent of such interest. Item 11 Trading by directors, officers and other insiders (1) State the number of securities of the offeree issuer traded, the purchase or sale price and the date of each transaction during the 6-month period preceding the date of the directors’ circular by the offeree issuer and each director, officer or other insider of the offeree issuer, and, if known after reasonable enquiry, by: (a) each associate or affiliate of an insider of the offeree issuer; (b) each affiliate or associate of the offeree issuer; and (c) each person acting jointly or in concert with the offeree issuer. (2) Disclose the number and price of securities of the offeree issuer of the class of securities subject to the bid or convertible into securities of that class that have been issued to the directors, officers and other insiders of the offeree issuer during the 2-year period preceding the date of the circular. Item 12 Additional information If any information required to be disclosed by the take-over bid circular prepared by the offeror has been presented incorrectly or is misleading, supply any additional information which will make the information in the circular correct or not misleading. Item 13 Material changes in the affairs of offeree issuer State the particulars of any information known to any of the directors or officers of the offeree issuer that indicates any material change in the affairs of the offeree issuer since the date of the last published interim financial report or annual financial statements of the offeree issuer. 1753 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 14 Other material information State the particulars of any other information known to the directors but not already disclosed in the directors’ circular that would reasonably be expected to affect the decision of the security holders of the offeree issuer to accept or reject the offer. Item 15 Recommending acceptance or rejection of the bid Include either a recommendation to accept or reject the take-over bid and the reasons for such recommendation or a statement that the directors are unable to make or are not making a recommendation. If no recommendation is made, state the reasons for not making a recommendation. If the directors of an offeree issuer are considering recommending acceptance or rejection of a take-over bid after the sending of the directors’ circular, state that fact. Item 16 Response of offeree issuer Describe any transaction, directors’ resolution, agreement in principle or signed contract of the offeree issuer in response to the bid. Disclose whether there are any negotiations underway in response to the bid, which relate to or would result in: (a) an extraordinary transaction such as a merger or reorganization involving the offeree issuer or a subsidiary; (b) the purchase, sale or transfer of a material amount of assets by the offeree issuer or a subsidiary; (c) a competing take-over bid; (d) a bid by the offeree issuer for its own securities or for those of another issuer; or (e) any material change in the present capitalization or dividend policy of the offeree issuer. If there is an agreement in principle, give full particulars. Item 17 Approval of directors’ circular State that the directors’ circular has been approved and its sending has been authorized by the directors of the offeree issuer. Item 18 Statement of rights Include the following statement of rights provided under the securities legislation of the jurisdictions relating to this circular: Securities legislation in the provinces and territories of Canada provides security holders of the offeree issuer with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer. 1754 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 19 Certificate A directors’ circular certificate form must state: The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. Item 20 Date of directors’ circular Specify the date of the directors’ circular. FORM 62-104F4 DIRECTOR’S OR OFFICER’S CIRCULAR Part 1 General Provisions (a) Defined terms If a term is used but not defined in this Form, refer to Part 1 of National Instrument 62‑104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 14-101 Definitions. (b) Plain language Write the director’s or officer’s circular so that readers are able to understand it and make informed investment decisions. Directors and officers should apply plain language principles when they prepare a director’s or officer’s circular including: • using short sentences; • using definite everyday language; • using the active voice; • avoiding superfluous words; • organizing the document into clear, concise sections, paragraphs and sentences; • avoiding jargon; • using personal pronouns to speak directly to the reader; 1755 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 • avoiding reliance on glossaries and defined terms unless it facilitates understanding of the disclosure; • avoiding vague boilerplate wording; • avoiding abstract terms by using more concrete terms or examples; • avoiding multiple negatives; • using technical terms only when necessary and explaining those terms; • using charts, tables and examples where it makes disclosure easier to understand. If you use technical terms, explain them in a clear and concise manner. (c) Numbering and headings The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the heading or numbering or follow the order of items in this Form. You do not need to refer to inapplicable items and, unless otherwise required in this Form, you may omit negative answers to items. Disclosure provided in response to any item need not be repeated elsewhere in the circular. Part 2 Contents of Director’s or Officer’s Circular Item 1 Name of offeror State the corporate name of the offeror or, if the offeror is an unincorporated entity, the full name under which it exists and carries on business. Item 2 Name of offeree issuer State the corporate name of the offeree issuer or, if the offeree issuer is an unincorporated entity, the full name under which it exists and carries on business. Item 3 Name of director or officer of offeree issuer State the name of each director or officer delivering the circular. Item 4 Ownership of securities of offeree issuer State the number, designation and percentage of the outstanding securities of any class of securities of the offeree issuer beneficially owned or over which control or direction is exercised: (a) by the director or officer; and (b) if known after reasonable enquiry, by the associates of the director or officer. In each case where no securities are so owned, directed or controlled, state this fact. 1756 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 5 Acceptance of bid State whether the director or officer of the offeree issuer and, if known after reasonable enquiry whether any associate of such director or officer, has accepted or intends to accept the offer and state the number of securities in respect of which the director or officer, or any associate, has accepted or intends to accept the offer. Item 6 Ownership of securities of offeror If a take-over bid is made by or on behalf of an issuer, state the number, designation and percentage of the outstanding securities of any class of securities of the offeror beneficially owned or over which control or direction is exercised: (a) by the director or officer; or (b) if known after reasonable enquiry, by the associates of the director or officer. In each case where no securities are so owned, directed or controlled, state this fact. Item 7 Arrangements between offeror and director or officer Disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the offeror and the director or officer, including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office or the director or officer remaining in or retiring from office if the take- over bid is successful. State whether the director or officer is also a director or officer of the offeror or any subsidiary of the offeror. Item 8 Arrangements between offeree issuer and director or officer Disclose the particulars of any agreement, commitment or understanding made or proposed to be made between the offeree issuer and the director or officer, including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office or his or her remaining in or retiring from office if the take-over bid is successful. Item 9 Interests of director or officer in material transactions with Item 9 offeror State whether the director or officer or the associates of the director or officer have any interest in any material transaction to which the offeror is a party, and if so, state the particulars of the nature and extent of such interest. Item 10 Additional information If any information required to be disclosed by the take-over bid circular prepared by the offeror or the directors’ circular prepared by the directors has been presented incorrectly or is misleading, supply any additional information within the knowledge of the director or officer which would make the information in the take-over bid circular or directors’ circular correct or not misleading. 1757 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 11 Material changes in the affairs of offeree issuer State the particulars of any information known to the director or officer that indicates any material change in the affairs of the offeree issuer since the date of the last published interim financial report or annual financial statements of the offeree issuer and not generally disclosed or in the opinion of the director or officer not adequately disclosed in the take-over bid circular or directors’ circular. Item 12 Other material information State the particulars of any other information known to the director or officer but not already disclosed in the director’s or officer’s circular that would reasonably be expected to affect the decision of the security holders of the offeree issuer to accept or reject the offer. Item 13 Recommendation State the recommendation of the director or officer and the reasons for the recommendation. Item 14 Statement of rights Include the following statement of rights provided under the securities legislation of the jurisdictions relating to this circular: Securities legislation of the provinces and territories of Canada provides security holders of the offeree issuer with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer. Item 15 Certificate Include a certificate in the following form signed by or on behalf of each director or officer delivering the circular: The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. Item 16 Date of director’s or officer’s circular Specify the date of the director’s or officer’s circular. FORM 62-104F5 NOTICE OF CHANGE OR NOTICE OF VARIATION Part 1 General Provisions (a) Defined terms If a term is used but not defined in this Form, refer to Part 1 of National Instrument 62‑104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 14-101 Definitions. 1758 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) Plain language Write the notice of change or notice of variation so that readers are able to understand it and make informed investment decisions. Plain language principles should be applied when preparing a notice of change or notice of variation including: • using short sentences; • using definite everyday language; • using the active voice; • avoiding superfluous words; • organizing the document into clear, concise sections, paragraphs and sentences; • avoiding jargon; • using personal pronouns to speak directly to the reader; • avoiding reliance on glossaries and defined terms unless it facilitates understanding of the disclosure; • avoiding vague boilerplate wording; • avoiding abstract terms by using more concrete terms or examples; • avoiding multiple negatives; • using technical terms only when necessary and explaining those terms; • using charts, tables and examples where it makes disclosure easier to understand. If you use technical terms, explain them in a clear and concise manner. (c) Numbering and headings The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the heading or numbering or follow the order of items in this Form. You do not need to refer to inapplicable items and, unless otherwise required in this Form, you may omit negative answers to items. Disclosure provided in response to any item need not be repeated elsewhere in the circular. Part 2 Contents of Notice of Change or Notice of Variation Item 1 Name of offeror State the corporate name of the offeror or, if the offeror is an unincorporated entity, the full name under which it exists and carries on business. 1759 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 2 Name of offeree issuer (if applicable) State the corporate name of the offeree issuer or, if the offeree issuer is an unincorporated entity, the full name under which it exists and carries on business. Item 3 Particulars of notice of change or notice of variation (1) A notice of change required under section 2.11 of the Instrument must contain: (a) a description of the change in the information contained in: (i) the take-over bid circular or issuer bid circular; and (ii) any notice of change previously delivered under section 2.11; (b) the date of the change; (c) the date up to which securities may be deposited; (d) the date by which securities deposited must be taken up by the offeror; and (e) a description of the rights of withdrawal that are available to security holders. (2) A notice of variation required under section 2.12 of the Instrument must contain: (a) a description of the variation in the terms of the take-over bid or issuer bid; (a.1) if one of the terms referred to in paragraph (a) is the mandatory 10- day extension period required pursuant to paragraph 2.31.1(a) of the Instrument, the number of securities deposited under the take-over bid and not withdrawn as at the date of the variation; (b) the date of the variation; (c) the date up to which securities may be deposited; (d) the date by which securities deposited must be taken up by the offeror; (e) if the date referred to in paragraph (d) is not known, a description of the legal requirements regarding the timing of take up of securities deposited under the bid; (f) a description of when payment will be made for deposited securities in relation to the time in which they are taken up by the offeror; and (g) a description of the rights of withdrawal that are available to security holders. (3) A notice of change required under section 2.18 or subsection 2.20(2) of the Instrument must contain, as applicable, a description of the change in the information contained in:

(a) the directors’ circular; 1760 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) any notice of change previously delivered under section 2.18; (c) the director’s or officer’s circular; or (d) any notice of change previously delivered under subsection 2.20(2). Item 4 Statement of rights Include the following statement of rights provided under the securities legislation of the jurisdictions relating to this notice: Securities legislation of the provinces and territories of Canada provides security holders of the offeree issuer with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer. Item 5 Certificate Include the signed certificate required in the bid circular, directors’ circular or director’s or officer’s circular, amended to refer to the initial circular and to all subsequent notices of change or notices of variation. Item 6 Date of notice of change or notice of variation Specify the date of the notice of change or notice of variation. 29 Feb 2008 SR 7/2008 s5; 8 Jly 2011 SR 41/2011 s22; 10 Jne 2016 SR 37/2016 s5; 15 Jly 2016 SR 64/2016 s4; 22 Aug 2025 SR 67/2025 s12. 1761 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XLVIII [Clause 2(vv)] MULTILATERAL INSTRUMENT 11-102 PASSPORT SYSTEM PART 1 DEFINITIONS 1.1 Definitions In this Instrument: “category” means a category of registration set out in NI 31-103; “equivalent provision” means, for a provision listed in Appendix D below the name of a jurisdiction, the provision set opposite that provision below the name of another jurisdiction; “firm” means a person or company that is registered, or is seeking registration, as a dealer, adviser or investment fund manager; “foreign firm” means a firm that has its head office outside Canada; “foreign individual” means an individual whose working office is outside Canada; “Form 33-109F2” means Form 33-109F2 Change or Surrender of Individual Categories under NI 33-109; “Form 33-109F4” means Form 33-109F4 Registration of Individuals and Review of Permitted Individuals under NI 33-109; “Form 33-109F5” means Form 33-109F5 Change of Registration Information under NI 33-109; “Form 33-109F6” means Form 33-109F6 Firm Registration under NI 33-109”; “national prospectus instrument” means: (a) National Instrument 41-101 General Prospectus Requirements; (b) National Instrument 44-101 Short Form Prospectus Distributions; (c) National Instrument 44-102 Shelf Distributions; (d) National Instrument 44-103 Post-Receipt Pricing; (d.1) National Instrument 71-101 The Multijurisdictional Disclosure System; or (e) National Instrument 81-101 Mutual Fund Prospectus Disclosure; “NI 31-103” means National Instrument 31-103 Registration Requirements and Exemptions; “NI 33-109” means National Instrument 33-109 Registration Information; “preliminary prospectus” includes an amendment to a preliminary prospectus; “principal jurisdiction” means, for a person or company, the jurisdiction of the principal regulator; 1762 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “principal regulator” means, for a person or company, the securities regulatory authority or regulator determined in accordance with Part 3, 4, 4A, 4B or 4C, as applicable; “prospectus” includes an amendment to a prospectus; “SEDAR+” has the same meaning as in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+); “sponsoring firm” has the same meaning as in NI 33-10; “working office” means the office of the sponsoring firm where an individual does most of his or her business. 1.2 Language of documents – Québec In Québec, nothing in this Instrument shall be construed as relieving a person from requirements relating to the language of documents. PART 2 Repealed. 2 Oct 2009 SR 81/2009 s16. PART 3 PROSPECTUS 3.1 Principal regulator for prospectus (1) For the purposes of this section, the specified jurisdictions are British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick and Nova Scotia. (2) Subject to subsection (3) and section 3.2, for the purposes of a prospectus filing subject to this Part the principal regulator is the securities regulatory authority or regulator of the jurisdiction in which: (a) the issuer’s head office is located, if the issuer is not an investment fund; or (b) the investment fund manager’s head office is located, if the issuer is an investment fund. (3) If the jurisdiction identified under paragraph (2) (a) or (b) is not a specified jurisdiction, the principal regulator is the securities regulatory authority or regulator of the specified jurisdiction with which the issuer or, in the case of an investment fund, the investment fund manager, has the most significant connection. 3.2 Discretionary change of principal regulator for prospectus If a person or company receives written notice from a securities regulatory authority or regulator that specifies a principal regulator, the securities regulatory authority or regulator specified in the notice is the principal regulator as of the later of: (a) the date the person or company receives the notice; and (b) the effective date specified in the notice, if any. 3.3 Deemed issuance of receipt (1) Subject to section 3.5(1), a receipt for a preliminary prospectus is deemed to be issued if: (a) the preliminary prospectus is filed under a provision set out in Appendix B and under a national prospectus instrument; 1763 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) at the time of filing the preliminary prospectus, the filer indicates on SEDAR+ that it is filing the preliminary prospectus under this Instrument; (c) the local jurisdiction is not the principal jurisdiction for the preliminary prospectus; and (d) the preliminary prospectus is filed with the principal regulator and the principal regulator issues a receipt for it. (2) A receipt for a prospectus is deemed to be issued if: (a) the prospectus is filed under a provision set out in Appendix B and under a national prospectus instrument; (b) subject to section 3.5(2), the filer: (i) complied with paragraph (1)(b) at the time of filing the related preliminary prospectus; or (ii) indicated on SEDAR+ that it filed the related pro forma prospectus under this Instrument at the time of filing the related pro forma prospectus; (c) the local jurisdiction is not the principal jurisdiction for the prospectus; and (d) the prospectus is filed with the principal regulator and the principal regulator issues a receipt for the prospectus. 3.4 Repealed. 2 Oct 2009 SR 81/2009 s16. 3.5 Transition for section 3.3 (1) Section 3.3(1) does not apply in respect of a receipt issued on or after March 17, 2008 if the receipt relates to an amendment, filed after March 17, 2008, to a preliminary prospectus and the preliminary prospectus was filed before March 17, 2008. (2) Section 3.3(2)(b) does not apply in respect of a receipt issued on or after March 17, 2008 if: (a) the receipt relates to an amendment to a prospectus whose related preliminary prospectus or pro forma prospectus was filed before March 17, 2008; and (b) the filer indicated on SEDAR that it filed the amendment under this Instrument at the time of filing the amendment. PART 4 DISCRETIONARY EXEMPTIONS 4.1 Specified jurisdiction For the purposes of this Part, the specified jurisdictions are British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick and Nova Scotia. 4.2 Principal regulator – general Subject to sections 4.3 to 4.6, the principal regulator for an application for an exemption is: 1764 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) for an application made with respect to an investment fund, the securities regulatory authority or regulator of the jurisdiction in which the investment fund manager’s head office is located; or (b) for an application made with respect to a person or company other than an investment fund, the securities regulatory authority or regulator of the jurisdiction in which the person or company’s head office is located. 4.3 Principal regulator – exemptions related to insider reporting and take- over bids Subject to sections 4.4 to 4.6, the principal regulator for an application for an exemption from: (a) a provision related to insider reporting listed in Appendix D is the securities regulatory authority or regulator of the jurisdiction in which the head office of the reporting issuer is located; or (b) a provision related to take-over bids listed in Appendix D is the securities regulatory authority or regulator of the jurisdiction in which the head office of the issuer whose securities are subject to the take-over bid is located. 4.4 Principal regulator – head office not in a specified jurisdiction Subject to sections 4.4.1, 4.5 and 4.6, if the jurisdiction identified under section 4.2 or 4.3, as applicable, is not a specified jurisdiction, the principal regulator for the application is the securities regulatory authority or regulator of the specified jurisdiction with which: (a) in the case of an application for an exemption from a provision related to insider reporting listed in Appendix D, the reporting issuer has the most significant connection; (b) in the case of an application for an exemption related to a provision related to take-over bids listed in Appendix D, the issuer whose securities are subject to the take-over bid has the most significant connection; or (c) in any other case, the person or company or, in the case of an investment fund, the investment fund manager, has the most significant connection. 4.4.1 Principal regulator for discretionary exemption application made with an application for registration Subject to sections 4.5 and 4.6, if a firm or individual makes an application for exemption from a requirement listed below in connection with an application for registration in the principal jurisdiction, the principal regulator for the application for exemption is the principal regulator as determined under section 4A.1: (a) a requirement in Parts 3 and 12 of NI 31-103; (b) a requirement in Part 2 of NI 33-109. 4.5 Principal regulator – exemption not sought in principal jurisdiction (1) Subject to section 4.6 and subsection (2), if a person or company is not seeking an exemption in the jurisdiction of the principal regulator, as determined under section 4.2, 4.3, 4.4 or 4.4.1, as applicable, the principal regulator for the application is the securities regulatory authority or regulator in the specified jurisdiction: 1765 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (a) in which the person or company is seeking the exemption; and (b) with which: (i) in the case of an application for an exemption from a provision related to insider reporting, the reporting issuer has the most significant connection; (ii) in the case of an application for an exemption from a provision related to take-over bids, the issuer whose securities are subject to the take-over bid has the most significant connection; or (iii) in any other case, the person or company, or in the case of an investment fund, the investment fund manager, has the most significant connection. (2) Subject to section 4.6, if at any one time a person or company is seeking more than one exemption and not all of the exemptions are needed in the jurisdiction of the principal regulator, as determined under section 4.2, 4.3, 4.4 or 4.4.1 or subsection (1), as applicable, the person or company may make the application to the securities regulatory authority or regulator in the specified jurisdiction: (a) in which the person or company is seeking all of the exemptions; and (b) with which: (i) in the case of an application for an exemption from a provision related to insider reporting, the reporting issuer has the most significant connection; (ii) in the case of an application for exemption from a provision related to take-over bids, the issuer whose securities are subject to the take-over bid has the most significant connection; or (iii) in any other case, the person or company, or in the case of an investment fund, the investment fund manager, has the most significant connection. (3) If a person makes an application under subsection (2), the securities regulatory authority or regulator under that subsection is the principal regulator for the application. 4.6 Discretionary change of principal regulator for discretionary exemption applications If a person or company receives written notice from a securities regulatory authority or regulator that specifies a principal regulator for the person or company’s application, the securities regulatory authority or regulator specified in the notice is the principal regulator for the application. 4.7 Passport application of discretionary exemptions (1) If an application is made in the principal jurisdiction for an exemption from a provision of securities legislation listed in Appendix D, the equivalent provision of the local jurisdiction does not apply if: (a) the local jurisdiction is not the principal jurisdiction for the application; 1766 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the principal regulator for the application granted the exemption and the exemption is in effect; (c) the person or company that made the application gives notice to the securities regulatory authority or regulator that this subsection is intended to be relied upon for the equivalent provision of the local jurisdiction; and (d) the person or company relying on the exemption complies with any terms, conditions, restrictions or requirements imposed by the principal regulator as if they were imposed in the local jurisdiction. (2) For the purpose of paragraph (1)(c), the person or company may give the notice referred to in that paragraph by giving it to the principal regulator. 4.8 Availability of passport for discretionary exemptions applied for before March 17, 2008 (1) If, before March 17, 2008, an application was made in a specified jurisdiction for an exemption from a provision of securities legislation listed in Appendix D, the equivalent provision of the local jurisdiction does not apply if: (a) the local jurisdiction is not the specified jurisdiction; (b) the securities regulatory authority or regulator in the specified jurisdiction granted the exemption whether the order was made before, on or after March 17, 2008; (c) subject to subsection (3), the person or company that made the application gives notice to the securities regulatory authority or regulator that this subsection is intended to be relied upon for the equivalent provision of the local jurisdiction; and (d) the person or company relying on the exemption complies with any terms, conditions, restrictions or requirements imposed by the securities regulatory authority or regulator in the specified jurisdiction as if they were imposed in the local jurisdiction. (2) For the purpose of paragraph (1)(c), the person or company may give the notice referred to in that paragraph by giving it to the securities regulatory authority or regulator that would be the principal regulator under Part 4 if an application were to be made under that Part at the time the notice is given. (3) Paragraph (1)(c) does not apply to a reporting issuer in respect of an exemption from a CD requirement, as defined in Multilateral Instrument 11-101 Principal Regulator System, if, before March 17, 2008: (a) the principal regulator, identified under that Instrument, granted the exemption; and (b) the reporting issuer filed the notice of principal regulator under section 2.2 or 2.3 of that Instrument. PART 4A REGISTRATION 4A.1 Principal regulator for registration (1) Subject to subsections (2) and (3) and section 4A.2, for the purposes of this Part, the principal regulator is the securities regulatory authority or regulator of the jurisdiction in which: (a) for a firm, the firm’s head office is located; or 1767 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) for an individual, the individual’s working office is located. (2) The principal regulator for a foreign firm is the securities regulatory authority or regulator in the jurisdiction of Canada the firm identified: (a) in item 2.2(b) of its most recently submitted Form 33-109F6; or (b) in its most recently submitted Form 33-109F5, if the change noted in that form relates to item 2.2(b) of Form 33-109F6. (3) The principal regulator for a foreign individual is the principal regulator for the individual’s sponsoring firm. 4A.2 Discretionary change of principal regulator for registration If a securities regulatory authority or regulator gives written notice that specifies a principal regulator for the firm or individual, the securities regulatory authority or regulator specified in the notice is the principal regulator for the firm or individual as of the later of: (a) the date the firm or individual receives the notice; and (b) the effective date specified in the notice, if any. 4A.3 Firm registration (1) Subject to subsection (4), if a firm is registered in a category in its principal jurisdiction, the firm is registered in the same category in the local jurisdiction if: (a) the firm has submitted a completed Form 33-109F6 in accordance with NI 33-109; and (b) in the case of a category for which securities legislation requires that the firm be a member of a self-regulatory organization, the firm is a member of the self-regulatory organization or is exempt from the requirement. (2) A firm that makes a submission under subsection (1)(a) must pay the required fee at the time it makes the submission. (3) For the purpose of subsection (1), the firm may make the submission by giving it to the principal regulator. (4) Subsection (1) does not apply to a firm registered in the category of restricted dealer. 4A.4 Individual registration (1) If an individual acting on behalf of a sponsoring firm is registered in a category in his or her principal jurisdiction, the individual is registered in the same category in the local jurisdiction if: (a) the sponsoring firm is registered in the local jurisdiction in the same category as in the firm’s principal jurisdiction; (b) the individual has submitted a completed Form 33-109F2 or a completed Form 33-109F4 in accordance with NI 33-109; and (c) in the case of a category for which securities legislation requires that the individual be a member or an approved person of a self-regulatory organization, the individual is a member or approved person of the self- regulatory organization or is exempt from the requirement. 1768 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) An individual who makes a submission under subsection (1)(b) must pay the required fee at the time the individual makes the submission. 4A.5 Terms and conditions of registration (1) If a firm or individual is registered in the same category in the principal jurisdiction and in the local jurisdiction, a term, condition, restriction or requirement imposed on the registration in the principal jurisdiction applies as if it were imposed in the local jurisdiction. (2) A term, condition, restriction or requirement that applies in the local jurisdiction under subsection (1) continues to apply until the earlier of the date: (a) the securities regulatory authority or regulator that imposed the term, condition, restriction or requirement cancels or revokes it; or (b) the term, condition, restriction or requirement expires. 4A.6 Suspension If a firm’s or individual’s registration in the principal jurisdiction is suspended, the firm’s or individual’s registration in the local jurisdiction is suspended. 4A.7 Termination If a firm’s or individual’s registration in the principal jurisdiction is cancelled, revoked or terminated, as applicable, the firm’s or individual’s registration in the local jurisdiction is cancelled, revoked or terminated, as applicable. 4A.8 Surrender If a firm or individual is registered in the same category in the local jurisdiction and the principal jurisdiction, and the firm or individual applies to surrender the registration in the principal jurisdiction, the firm’s or individual’s registration in that category in the local jurisdiction is cancelled, revoked or terminated, as applicable, if the principal regulator accepts the firm’s or individual’s surrender of registration in the principal jurisdiction. 4A.9 Transition – terms and conditions in non-principal jurisdictions (1) Subject to subsection (2), section 4A.5 does not apply to a firm or individual until October 28, 2009 if the firm or individual was registered in the local jurisdiction before September 28, 2009. (2) Section 4A.5 does not apply to a firm or individual after October 28, 2009 if: (a) on or before October 28, 2009, the firm or individual applies to the securities regulatory authority or regulator for an exemption from section 4A.5; and (b) the securities regulatory authority or regulator has not issued a decision rejecting the application and the application has not been withdrawn. (3) Subject to subsection (4), if a firm or individual was registered in the same category in the principal jurisdiction and the local jurisdiction before September 28, 2009, a term, condition, restriction or requirement imposed on the registration in the local jurisdiction before October 28, 2009, if any, does not apply to the firm or individual on or after October 28, 2009 unless the term, condition, restriction or requirement was: 1769 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (a) agreed to under a settlement agreement between the firm or individual and the securities regulatory authority or regulator; or (b) imposed in a decision relating to the firm or individual made by the securities regulatory authority or regulator following a hearing. (4) If a firm or individual applies for an exemption under subsection (2), subsection (3) does not apply unless: (a) the securities regulatory authority or regulator has issued a decision rejecting the application; or (b) the application has been withdrawn. 4A.10 Notice of principal regulator for foreign firm (1) If a foreign firm was registered in a category in the local jurisdiction and another jurisdiction of Canada before September 28, 2009, the firm must submit the information required in item 2.2(b) of Form 33-109F6 by submitting a Form 33-109F5 on or before October 28, 2009. (2) For the purposes of subsection (1), the foreign firm may make the submission by giving it to the principal regulator. PART 4B APPLICATION TO BECOME A DESIGNATED RATING ORGANIZATION 4B.1 Specified jurisdiction For the purposes of this Part, the specified jurisdictions are British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Nova Scotia and New Brunswick. 4B.2 Principal regulator – general Subject to sections 4B.3 to 4B.5, the principal regulator for an application by a credit rating organization to become a designated rating organization is: (a) the securities regulatory authority or regulator of the jurisdiction in which the head office of the credit rating organization is located; (b) if the head office for a credit rating organization is not in a jurisdiction of Canada, the securities regulatory authority or regulator of the jurisdiction in which the largest branch office of the credit rating organization is located; or (c) if neither the head office or a branch office of the credit rating organization is located in a jurisdiction of Canada, the securities regulatory authority or regulator of the jurisdiction with which the credit rating organization has the most significant connection. 4B.3 Principal regulator - head office not in a specified jurisdiction Subject to section 4B.5, if the jurisdiction identified under section 4B.2 is not a specified jurisdiction, the principal regulator for the application is the securities regulatory authority or regulator of the specified jurisdiction with which the credit rating organization has the most significant connection. 1770 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4B.4 Principal regulator - designation not sought in principal jurisdiction Subject to section 4B.5, if a credit rating organization is not seeking to become a designated rating organization in the jurisdiction of the principal regulator, as determined under section 4B.2 or 4B.3, as applicable, the principal regulator for the designation is the securities regulatory authority or regulator in the specified jurisdiction: (a) in which the credit rating organization is seeking the designation; and (b) with which the credit rating organization has the most significant connection. 4B.5 Discretionary change of principal regulator for application for designation If a credit rating organization receives written notice from a securities regulatory authority or regulator that specifies a principal regulator for the credit rating organization’s application, the securities regulatory authority or regulator specified in the notice is the principal regulator for the designation. 4B.6 Deemed designation of a credit rating organization (1) If an application to become a designated rating organization is made by a credit rating organization in the principal jurisdiction, the credit rating organization is deemed to be a designated rating organization in a local jurisdiction if: (a) the local jurisdiction is not the principal jurisdiction for the application; (b) the principal regulator for the application designated the credit rating organization and that designation is in effect; (c) the credit rating organization that applied to be designated gives notice to the securities regulatory authority or regulator that this subsection is intended to be relied upon for the designation in the local jurisdiction; and (d) the credit rating organization complies with any terms, conditions, restrictions or requirements imposed by the principal regulator as if they were imposed in the local jurisdiction. (2) For the purpose of paragraph (1)(c), the credit rating organization may give the notice referred to in that paragraph by giving it to the principal regulator. PART 4C APPLICATION TO CEASE TO BE A REPORTING ISSUER 4C.1 Specified jurisdiction For the purposes of this Part, the specified jurisdictions are British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick and Nova Scotia. 4C.2 Principal regulator - general Subject to section 4C.3 and 4C.4, the principal regulator for an application to cease to be a reporting issuer is, (a) for an application made with respect to an investment fund, the securities regulatory authority or regulator of the jurisdiction in which the investment fund manager’s head office is located, or (b) for an application made with respect to an issuer other than an investment fund, the securities regulatory authority or regulator of the jurisdiction in which the issuer’s head office is located. 1771 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4C.3 Principal regulator - head office not in a specified jurisdiction Subject to section 4C.4, if the jurisdiction identified under section 4C.2 is not a specified jurisdiction, the principal regulator for the application is the securities regulatory authority or regulator of the specified jurisdiction with which the issuer or, in the case of an investment fund, the investment fund manager, has the most significant connection. 4C.4 Discretionary change of principal regulator If a filer receives written notice from a securities regulatory authority or regulator that specifies a principal regulator for the application, the securities regulatory authority or regulator specified in the notice is the principal regulator for the application. 4C.5 Deemed to cease to be a reporting issuer (1) If an application to cease to be a reporting issuer is made by a reporting issuer in the principal jurisdiction, the reporting issuer is deemed to cease to be a reporting issuer in the local jurisdiction if (a) the local jurisdiction is not the principal jurisdiction for the application, (b) the principal regulator for the application granted the order and the order is in effect, (c) the reporting issuer gives notice to the securities regulatory authority or regulator that this subsection is intended to be relied upon for the issuer to be deemed to cease to be a reporting issuer in the local jurisdiction, and (d) the reporting issuer complies with any terms, conditions, restrictions or requirements imposed by the principal regulator as if they were imposed in the local jurisdiction. (2) For the purpose of paragraph (1)(c), the reporting issuer may give the notice referred to in that paragraph by giving it to the principal regulator. PART 5 EFFECTIVE DATE 5.1 Effective date This Instrument comes into force on March 17, 2008. 30 Jne 2023 SR 47/2022 s19. APPENDIX A Non-harmonized continuous disclosure provisions Repealed. 2 Oct 2009 SR 81/2009 s16. 1772 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) APPENDIX B Prospectus provisions Jurisdiction Securities Act provisions British Columbia sections 61(1) (Prospectus required) and 62 (Voluntary filing of prospectus) Alberta section 110 (Filing prospectus) Saskatchewan section 58 (Prospectus required) Manitoba sections 37(1) (Prohibition as to trading) and 37(1.1) (Voluntary filing of non-offering prospectus) Ontario section 53 (Prospectus required) Québec sections 11 (Prospectus required), 12 (Distribution outside Québec), and 68 (para 2) (Voluntary filing of prospectus) New Brunswick section 71 (Filing of preliminary prospectus and prospectus required and voluntary filing of prospectus) Nova Scotia sections 58(1) (Prospectus required) and 58(2) (Prospectus to enable issuer to become a reporting issuer where no distribution is contemplated) Prince Edward Island sections 94 (Prospectus required) and 95 (Filing prospectus without distribution) Newfoundland and sections 54.(1) (Prospectus required) and 54.(2) Labrador (Prospectus to enable issuer to become a reporting issuer where no distribution is contemplated) Yukon sections 94 (Prospectus required) and 95 (Filing prospectus without distribution) Northwest Territories sections 94 (Prospectus required) and 95 (Filing prospectus without distribution) Nunavut sections 94 (Prospectus required) and 95 (Filing prospectus without distribution) APPENDIX C Non-harmonized prospectus provisions Repealed. 2 Oct 2009 SR 81/2009 s16. 4 Apr 2008 SR 18/2008 s9; 2 Oct 2009 SR 81/2009 s16. APPENDIX D Equivalent provisions All references are to provisions of the Securities Act of the relevant jurisdiction unless otherwise noted. All references to “NI” are to “National Instruments”. All references to “MI” are to “Multilateral Instruments”. 19 Mar 2010 SR 11/2010 s8; 8 Jly 2011 SR 41/2011 s23; 26 Apr 2013 SR 24/2013 s2; 29 Apr 2016 SR 34/2016 s6; 10 Jne 2016 SR 37/2016 s6; 17 Feb 2017 SR 3/2017 s5; 13 Sep 2019 SR 65/2019 s5; 4 Sep 2020 SR 98/2020 s5; 30 Jne 2023 SR 47/2023 s19. 1773 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 D xidneppA ”M“ ot secnerefer llA .”stnemurtsnI lanoitaN“ ot era ”IN“ ot secnerefer llA .deton esiwrehto sselnu noitcidsiruj tnaveler eht fo tcA seitiruceS eht fo snoisivorp ot era secnerefer llA .”stnemurtsnI laretalitluM“ ot era oiratnO tuvanuN tsewhtroN nokuY dnaldnuofweN ecnirP weN avoN cebéuQ abotinaM nawehctaksaS atreblA hsitirB noisivorP seirotirreT rodarbaL dna drawdE kciwsnurB aitocS aibmuloC dnalsI 301-31 IN +RADES ecalptekraM )STA na ot ylppa snoitces dna strap esoht sa ,11.6 dna 9.6 ,7.6 ,3.6 ,2.6 ,1.6 ,01.5 ,9.5 ,)2(1.5 ,)1( 1.5 snoitces dna 31 dna 11,8,7 ,4 ,3 straP ylno( 101-12 IN noitarepo 101-32 IN selur gnidarT )11 - 8 dna 4 straP ylno( tneilc fo esU 201-32 IN egarekorb snoissimmoc 301-32 IN gnidarT cinortcelE )3(5 dna 4 ,)7(3 ot )4(3 ,)d()3(3 ot )a()3(3 ,)2(3 ,)1(3 snoitces ylno( edart lanoitutitsnI 101-42 IN dna gnihctam tnemelttes gnitar detangiseD 101-52 IN snoitazinagro lanoitaN 201-13 IN noitartsiger )DRN( esabatad 301-13 IN noitartsigeR )woleb deton sa tpecxe( stnemeriuqer gnilaeD )b()1(52.s 301-13 IN fo )a()1(1.2.s evitatneserper yrogetac gnisivdA )b()3(52.s 301-13 IN fo )b()1(1.2.s evitatneserper yrogetac gnisivda etaicossA )c()3(52.s 301-13 IN fo )c()1(1.2.s evitatneserper yrogetac 1774 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) oiratnO tuvanuN tsewhtroN nokuY dnaldnuofweN ecnirP weN avoN cebéuQ abotinaM nawehctaksaS atreblA hsitirB noisivorP seirotirreT rodarbaL dna drawdE kciwsnurB aitocS aibmuloC dnalsI )5(52.s fo 78.s fo 78.s fo 78.s dna )c()2(62.ss fo 78.s 301-13 IN fo )d()1(1.2.s -araP dna tcA seitiruceS fo )3(72.s )2(57.ss )1(1.2.s etamitlU seitiruceS seitiruceS -iruceS seitiruceS fo 1.62 seit-iruceS 2 hparg 301-13 IN fo )d()1(1.2.s dna )c( IN fo )d( nosrep detangised dna tcA dna tcA tcA seit )1(1.2.s dna tcA dna tcA fo 941.s fo fo 1.57 301-13 noitartsiger fo )d()1(2.s fo )d()1(2.s dna 301-13 IN fo )d( fo )d( )1(2.s seit-iruceS -iruceS 301-13 IN 301-13 IN )1(2.s 301-13 IN dna tcA tcA seit IN fo )d( )1(1.2.s dna 301-13 fo )d( )1(1.2.s 301-13 IN IN fo )d( 301-13 )6(52.s fo 78.s fo 78.s fo 78.s dna )c()2(62.ss fo 78.s 301-13 IN fo )e()1(1.2.s -araP dna tcA seitiruceS fo )3(72.s )2(57.ss )1(1.2.s ecnailpmoc feihC seitiruceS seitiruceS -iruceS seitiruceS fo 1.62 seit-iruceS 2 hparg 301-13 IN fo )e()1(1.2.s dna )c( IN fo )e( noitartsiger recfifo dna tcA dna tcA tcA seit )1(1.2.s dna tcA dna tcA fo 941.s fo fo 1.57 301-13 )1(1.2.s fo )e()1(1.2.s dna 301-13 IN fo )e( )e( )1(1.2.s seit-iruceS -iruceS IN fo )e( 301-13 IN )1( 1.2.s -13 IN fo dna tcA tcA seit 301-13 IN fo )e( 301 )1(1.2.s dna 301-13 IN fo )e( )1(1.2.s 301-13 IN fo )e( 301-13 301-13 IN fo )2(51.3.s a/n 301-13 IN fo )2(51.3.s gnilaeD evitatneserper dnuf lautum a fo devorppa eb tsum nosrep )3(92.s 301-13 IN fo 1.6.s ,tnemyolpmE pihsrentrap ycnega ro sdne pihsnoitaler ,)1(92.s 301-13 IN fo 2.6.s fo noisnepsuS hpargarap lavorppa CORII 3 laudividni rof ,)1(92.s 301-13 IN fo 3.6.s a/n 301-13 IN fo 3.6.s fo noisnepsuS hpargarap lavorppa ADFM 3 laudividni rof )2(92.s 301-13 IN fo 4.6.s mrfi gnirosnopS dednepsus 1775 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 oiratnO tuvanuN tsewhtroN nokuY dnaldnuofweN ecnirP weN avoN cebéuQ abotinaM nawehctaksaS atreblA hsitirB noisivorP seirotirreT rodarbaL dna drawdE kciwsnurB aitocS aibmuloC dnalsI )5(92.s 301-13 IN fo 6.6.s fo noitacoveR dednepsus a - noitartsiger laudividni )6(92.s 301-13 IN fo 7.6.s rof noitpecxE slaudividni a ni devlovni gniraeh )2(62.s 301-13 IN fo )1(1.7.s dna relaeD retirwrednu seirogetac )6(62.s 301-13 IN fo )1(2.7.s seirogetac resivdA )4(52.s 301-13 IN fo 3.7.s dnuf tnemtsevnI yrogetac reganam 301-13 IN fo 2.9.s a/n 301-13 IN fo 2.9.s ADFM rof pihsrebmem dnuf lautum srelaed )1(92.s 301-13 IN fo 2.01.s noisnepsuS hpargarap noitacover ro 2 CORII fo pihsrebmem ,)1(92.s 301-13 IN fo 3.01.s a/n 301-13 IN fo 3.01.s fo noisnepsuS hpargarap mrfi ADFM 2 pihsrebmem )5(92.s 301-13 IN fo 5.01.s fo noitacoveR dednepsus a mrfi - noitartsiger )6(92.s 301-13 IN fo 6.01.s rof noitpecxE a ni devlovni smrfi gniraeh )3(91.s 301-13 IN fo )c()1(6.11.s ot sdrocer edivorP rotaluger 1776 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) oiratnO tuvanuN tsewhtroN nokuY dnaldnuofweN ecnirP weN avoN cebéuQ abotinaM nawehctaksaS atreblA hsitirB noisivorP seirotirreT rodarbaL dna drawdE kciwsnurB aitocS aibmuloC dnalsI 301-13 IN fo 3.21.s a/n 301-13 IN fo 3.21.s - ecnarusnI nalp pihsralohcs ylno relaed 301-13 IN fo 51.31.s 1.1.861.s 301-13 IN fo 51.31.s tnialpmoC fo gnildnah seitiruceS dna tcA fo 51.31.s 301-13 IN 301-13 IN fo 61.31.s 3.1.861.s 301-13 IN fo 61.31.s noituloser etupsiD fo ecivres seitiruceS dna tcA fo 61.31.s 301-13 IN gnitirwrednU 501-33 IN stciflnoc tnartsigeR 901-33 IN noitamrofni sutcepsorP 101-14 IN erusolcsid )woleb deton sa tpecxe( stnemeriuqer 85.s fo etacfiitreC 101-14 IN fo )1(3.5.s reussi 85.s fo etacfiitreC 101-14 IN fo )1(4.5.s reussi etaroproc a/n fo etacfiitreC 101-14 IN fo 8.5.s ni devlovni reussi revoekat esrever )1(95.s fo etacfiitreC 101-14 IN fo )1(9.5.s retirwrednu 1777 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 oiratnO tuvanuN tsewhtroN nokuY dnaldnuofweN ecnirP weN avoN cebéuQ abotinaM nawehctaksaS atreblA hsitirB noisivorP seirotirreT rodarbaL dna drawdE kciwsnurB aitocS aibmuloC dnalsI 85.s fo etacfiitreC 101-14 IN fo )1(11.5.s retomorp )3(75.s fo yrevileD 101-14 IN fo 4.6.s stnemdnema )1(75.s 101-14 IN fo )1(5.6.s ot tnemdnemA yranimilerp a sutcepsorp )1(75.s 101-14 IN fo )1(6.6.s tnemdnemA lanfi a ot sutcepsorp )2(75.s 101-14 IN fo )2(6.6.s a ot tnemdnemA sutcepsorp lanfi )1.2(75.s 101-14 IN fo )3(6.6.s tsum rotalugeR tpiecer eussi )1.2(75.ss 101-14 IN fo )4(6.6.s tsum rotalugeR )3(16 dna a esufer ton tpiecer )2.2(75.s 101-14 IN fo )5(6.6.s noitibihorP tsniaga noitubirtsid 66.ss 101-14 IN fo 1.61.s noitubirtsiD 76 dna yranimilerp fo dna sutcepsorp tsil noitubirtsid 26.s 101-14 IN fo 2.71.s etad espaL 06.s 101-14 IN fo 1.81.s fo tnemetatS sthgir 1778 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) oiratnO tuvanuN tsewhtroN nokuY dnaldnuofweN ecnirP weN avoN cebéuQ abotinaM nawehctaksaS atreblA hsitirB noisivorP seirotirreT rodarbaL dna drawdE kciwsnurB aitocS aibmuloC dnalsI 101-34 IN erusolcsiD rof sdradnats stcejorp larenim 101-44 IN mrof trohS sutcepsorp noitubirtsid stnemeriuqer 201-44 IN sutcepsorp flehS stnemeriuqer 301-44 IN tpiecer tsoP gnicirp 101-54 IN gnireffo sthgiR stnemeriuqer 201-54 IN fo elaseR seitiruces 101-15 IN fo sdradnatS lio rof erusolcsid seitivitca sag dna 201-15 IN fo sdradnatS suounitnoC erusolcsid snoitagilbo fo 57.s 201-15 IN fo 1.7.s fo noitacilbuP seitiruceS egnahc lairetam dna tcA fo )1.1(3.s noitalugeR 5101 )lareneG( 1779 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 oiratnO tuvanuN tsewhtroN nokuY dnaldnuofweN ecnirP weN avoN cebéuQ abotinaM nawehctaksaS atreblA hsitirB noisivorP seirotirreT rodarbaL dna drawdE kciwsnurB aitocS aibmuloC dnalsI 701-25 IN gnitnuoccA )woleb deton sa tpecxe( selpicnirp gnitidua dna sdradnats stnemeriuqer IN fo 2.3.s 701-25 IN fo 2.3.s elbatpeccA 701-25 gnitnuocca selpicnirp 801-25 IN thgisrevo rotiduA 901-25 IN noitacfiitreC erusolcsid fo dna launna ni sgnilfi miretni 011-25 IN seettimmoc tiduA 101-45 IN noitacinummoC laicfieneb htiw srenwo 201-55 IN rof metsyS cinortcele yb erusolcsid )IDES( sredisni 401-55 IN 401-55 IN gnitroper redisnI tpecxe( )woleb deton sa tpecxe( stnemeriuqer deton sa )woleb 701.s 401-55 IN fo 3 traP redisni yramirP gnitroper tnemeriuqer 101-85 IN erusolcsiD etaroproc fo ecnanrevog secitcarp 1780 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) oiratnO tuvanuN tsewhtroN nokuY dnaldnuofweN ecnirP weN avoN cebéuQ abotinaM nawehctaksaS atreblA hsitirB noisivorP seirotirreT rodarbaL dna drawdE kciwsnurB aitocS aibmuloC dnalsI 101-16 IM a/n 101-06 IM a/n 101-16 IM a/n fo noitcetorP ytiruces ytironim laiceps ni sredloh snoitcasnart 301-26 IN gninraw ylraE rehto dna stroper dna dib revo-ekat gnitroper redisni stnemeriuqer 401-26 IN dib revo -ekaT dib reussi dna stnemriuqer 101-17 IN -itluM lanoitcidsiruj metsys erusolcsid 101-18 IN dnuf lautuM )woleb deton sa tpecxe( sutcepsorp erusolcsid )1(75.s 101-18 IN fo )1(1.2.2.s ot tnemdnemA yranimilerp a defiilpmis sutcepsorp )3(75.s 101-18 IN fo 2.2.2.s fo yrevileD stnemdnema )1(75.s 101-18 IN )1(3.2.2.s tnemdnemA defiilpmis a ot sutcepsorp )2(75.s 101-18 IN fo )2(3.2.2.s tnemdnemA defiilpmis a ot sutcepsorp 1781 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 oiratnO tuvanuN tsewhtroN nokuY dnaldnuofweN ecnirP weN avoN cebéuQ abotinaM nawehctaksaS atreblA hsitirB noisivorP seirotirreT rodarbaL dna drawdE kciwsnurB aitocS aibmuloC dnalsI )1.2(75.s 101-18 IN fo )3(3.2.2.s tsum rotalugeR tpiecer eussi )1.2(75.ss 101-18 IN fo )4(3.2.2.s tsum rotalugeR )3(16 dna a esufer ton tpiecer 26.s 101-18 IN fo 5.2.s etad espaL 06.s 101-18 IN fo 8.2.s fo tnemetatS sthgir 66.ss 101-18 IN fo )3(2.3.s noitubirtsiD 76 dna yranimilerp fo defiilpmis dna sutcepsorp tsil noitubirtsid 85.s 101-18 IN fo )1(3.1.5.s fo etacfiitreC dnuf lautum 85.s 101-18 IN fo )1(6.1.5.s fo etacfiitreC retomorp 85.s 101-18 IN fo )1(7.1.5.s fo etacfiitreC lautum etaroproc dnuf 201-18 IN dnuf lautuM stnemeriuqer 401-18 IN evitanretlA sdnuf lautum 501-18 IN selas dnuf lautuM secitcarp 601-18 IN tnemtsevnI suounitnoc dnuf erusolcsid 701-18 IN tnednepednI eettimmoc weiver 1782 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) oiratnO tuvanuN tsewhtroN nokuY dnaldnuofweN ecnirP weN avoN cebéuQ abotinaM nawehctaksaS atreblA hsitirB noisivorP seirotirreT rodarbaL dna drawdE kciwsnurB aitocS aibmuloC dnalsI noitartsigeR )1(52.ss )1(68.ss )a()1(68.ss )1(68.ss )a()1(62.s )a()1(68.ss dna )a(54.ss )1(13.ss dna 841.ss )a()1(6.ss )a()2(72.s )1(57.ss )a()1(43.ss /relaeD )2( dna dna )a( )2(68 dna dna )a( )2(68 dna )d(54 dna 941 )1(6 dna dna )a( )1(43 dna retirwrednu )2(68 )2(68 )4(13 )d( )a()2(57 )d( noitartsiger tnemeriuqer )3(52.s )b()1(68.s )b()1(68.s )1(68.s )b()1(62.s )b()1(68.s )b(54.s )2(13.ss 841 .ss )b()1(6.ss )b()2(72.s )1(57.ss )b()1(43.s resivdA )b( dna 941 dna dna )b( noitartsiger )4(13 )b()2(57 tnemeriuqer )4(52.s )3(68.s )3(68.s )3(68.s )c()1(62.s )3(68.s )c(54.s )3(13.ss 841.s )c()1(6.s )c()2(72.s )c( )1(57.s )c()1(43.s tnemtsevnI dna reganam dnuf )4(13 noitartsiger tnemeriuqer fo 011.s a/n fo 89.s a/n fo 72.s fo 691.s a/n fo 32.s fo 82.s fo 32.s ro noitasnepmoC noitalugeR noitalugeR lareneG seitiruceS snoitalugeR CSA seitiruceS tsurt ycnegnitnoc )lareneG( 5101 seitiruceS snoitalugeR seluR seluR dnuf seluR )lareneG( snoitpmexe noitartsiger gnisu nehw stnemeriuqeR a/n 601-54 IN fo )5(9.3.s gnireffO ni mudnaromem mrof deriuqer a/n 601-54 IN fo )41(9.3.s tnemeriuqeR gnireffo elfi ot mudnaromem debircserp nihtiw emit yllareneG seitiruceS ni gnidarT 93.s a/n 04.s a/n a/n a/n 07.s a/n a/n 15.s relaed deretsigeR lapicnirp sa gnitca a/n 26.s a/n 25.s fo erusolcsiD snoitaler rotsevni seitivitca 34.s a/n 44.s a/n 36.s 94.s a/n 37.s 94.s 99.s 35.s fo eman fo esU tnartsiger rehtona 1783 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 oiratnO tuvanuN tsewhtroN nokuY dnaldnuofweN ecnirP weN avoN cebéuQ abotinaM nawehctaksaS atreblA hsitirB noisivorP seirotirreT rodarbaL dna drawdE kciwsnurB aitocS aibmuloC dnalsI stcartnoC egnahcxE ni gnidarT a/n a/n a/n a/n a/n 85.s egnahcxe gnidarT no stcartnoc ni egnahcxe na noitcidsiruj a/n a/n a/n a/n a/n 95.s egnahcxe gnidarT na no stcartnoc edistuo egnahcxe noitcidsiruj sutcepsorP 35.s 49.s 49.s 49.s 45.s 49.s )1(17.s 85.s 11.ss 73.s 85.s 011.s 16.s sutcepsorP 21 dna tnemeriuqer 65.s 99.s 99.s 99.s 75.s 99.s 47.s 16.s 31.ss 14.s 16.s 311.s 36.s fo stnetnoC 02 dna ,lluf( sutcepsorp nialp & eurt )erusolcsid )2(56.s 79.s 79.s 79.s 66.s 79.s 28.s 07.s 22 & 12.ss 83.s 37.s 321.s 87.s doirep gnitiaW snoitacinummoc )1(17.s )1(101.s )1(101.s )1( 101.s 27.s )1(101.s 88.s 67.s ,03 ,92.ss 46.s 97.s 921.s 38.s dnes ot noitagilbO 23 dna 13 sutcepsorp snoitpmexe sutcepsorp gnisu nehw stnemeriuqeR & )5(9.2.s fo )5(9.2.s fo )5(9.2.s fo )5(9.2.s fo )5(9.2.s fo)5(9.2.s & )5(9.2.s & )5(9.2.s & )5(9.2.s fo )5(9.2.s & )5(9.2.s & )5(9.2.s fo )5(9.2.s gnireffO fo )1.5(9.2.s 601-54 IN 601-54 IN 601-54 IN 601-54 IN 601-54 IN fo )1.5(9.2.s )1.5(9.2.s fo )1.5(9.2.s 601-54 IN fo )1.5(9.2.s fo )1.5(9.2.s 601-54 IN ni mudnaromem 601-54 IN IN fo 601-54 IN 601-54 IN 601-54 IN mrof deriuqer 601-54 601-54 IN 601-54 IN fo )71(9.2 .s tnemeriuqeR gnireffo elfi ot mudnaromem debircserp nihtiw emit 601-54 IN fo 3.6 dna 1.6.ss fo 7.s 3.6 dna 1.6.ss 1.921.s dna 1.6.ss troper gniliF noitalugeR 601-54 IN fo CSA fo IN fo 3.6 tpmexe fo 1.6.ss dna seluR 601-54 noitubirtsid fo 3.6 dna )lareneG( 601-54 IN 1.6.ss dna fo 3.6 dna 601-54 IN erusolcsiD suounitnoC 1784 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) oiratnO tuvanuN tsewhtroN nokuY dnaldnuofweN ecnirP weN avoN cebéuQ abotinaM nawehctaksaS atreblA hsitirB noisivorP seirotirreT rodarbaL dna drawdE kciwsnurB aitocS aibmuloC dnalsI 78.s a/n 88.s a/n 201.ss 39.s a/n 501.s 69.s 751.s 811.s seixorp fi gnitoV )2(301 dna dedivorp 94.s 361.s 361.s 361.s 05.s 361.s )7( - )3(301.s 55.s 461.ss 97.s 55.s 401.s fo 281.s fo eman ni serahS 561 dna seitiruceS ot ton tnartsiger seluR detov eb gnitropeR redisnI 701.s fo 1.s lacoL fo 2.s fo 1.s 801.s lacoL fo 1.s 531.s 311.s 3.98.s 901.s 611.s 281.s 78.s gnitroper redisnI eluR lacoL 105-55 eluR lacoL 105-55 eluR stnemeriuqer 105-55 eluR 105-55 sdiB reussI dna sdiB revO-ekaT dna 59.ss )1(801.s )1(801.s )1( 801.s 29.s )1(801.s 421.s 79.s 311.ss 09.s 001.s 061.s )1(99.s srotceriD 69 411 & ekam tsum noitadnemmocer dib no gnilaeD fleS - sdnuF tnemtsevnI 111.s a/n 211.s a/n 731.s 911.s a/n 021.s 581.s 121.s fo stnemtsevnI sdnuf lautum 211.s a/n 311.s a/n 831.s 021.s a/n 121.s 681.s 221.s tceridnI tnemtsevni 511.s a/n 611.s a/n 141.s 321.s a/n 421.s 981.s 421.s no seeF rof tnemtsevni dnuf lautum 711.s a/n 811.s a/n 341.s 521.s a/n 621.s 191.s 621.s lautum fo tropeR reganam dnuf a/n 911.s a/n 621.s a/n no snoitcirtseR snoitcasnart elbisnopser htiw snosrep 911.s a/n 021.s a/n 721.s a/n 821.s 391.s a/n gnidarT lapicnirP snoitibihorP lareneG )1(041.s )1(62.s )1(62.s )1(62.s )1(041.s )1(62.s )3(891.s )1( 841s a/n 431.s )2(251.s )3(122.s )3(961.s noitcepsni cilbuP sdrocer fo rpA 62 ;32s 1102/14 RS 1102 ylJ 8 ;8s 0102/11 RS 0102 raM 91 ;61s 9002/18 RS 9002 tcO 2 ;9s 8002/81 RS 8002 rpA 4 .6s 6102/73 RS 6102 enJ 01 ;6s 6102/43 RS 6102 rpA 92 ;2s 3102/42 RS 3102 1785 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XLVIII.1 [Clause 2(vv.1)] NATIONAL INSTRUMENT 55-104 INSIDER REPORTING REQUIREMENTS AND EXEMPTIONS PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions and interpretation (1) In this Instrument: “acceptable summary form” means, in relation to the alternative form of insider report described in sections 5.4 and 6.4, an insider report that discloses as a single transaction, with December 31 of the relevant year as the date of the transaction, using an average unit price of the securities: (a) the total number of securities of the same type acquired under an automatic securities purchase plan or compensation arrangement, or under all such plans or arrangements, for the calendar year; and (b) the total number of securities of the same type disposed of under all specified dispositions of securities under an automatic securities purchase plan or compensation arrangement, or under all such plans or arrangements, for the calendar year; “automatic securities purchase plan” means a dividend or interest reinvestment plan, a stock dividend plan, or any other plan established by an issuer or by a subsidiary of an issuer to facilitate the acquisition of securities of the issuer if the timing of acquisitions of securities, the number of securities which may be acquired under the plan by a director or officer of the issuer or of the subsidiary of the issuer, and the price payable for the securities are established in advance by written formula or criteria set out in a plan document and not subject to a subsequent exercise of discretion;

“cash payment option” means a provision in a dividend or interest reinvestment plan under which a participant is permitted to make cash payments to purchase from the issuer, or from an administrator of the plan, securities of the issuer’s own issue; “CEO” means a chief executive officer and any other individual who acts as chief executive officer for an issuer or acts in a similar capacity for the issuer; “CFO” means a chief financial officer and any other individual who acts as chief financial officer for an issuer or acts in a similar capacity for the issuer; “compensation arrangement” includes, but is not limited to, an arrangement, whether or not set out in any formal document and whether or not applicable to only one individual, under which cash, securities or related financial instruments, including, for greater certainty, options, stock appreciation rights, phantom shares, restricted shares or restricted share units, deferred share units, performance units or performance shares, stock, stock dividends, warrants, convertible securities, or similar instruments, may be received or purchased as compensation for services rendered, or otherwise in connection with holding an office or employment with a reporting issuer or a subsidiary of a reporting issuer; 1786 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “convertible security” means a security of an issuer that is convertible into, or carries the right of the holder to purchase or otherwise acquire, or of the issuer to cause the purchase or acquisition of, a security of the same issuer; “COO” means a chief operating officer and any other individual who acts as chief operating officer for an issuer or acts in a similar capacity for the issuer; “credit derivative” means a derivative in respect of which the underlying security, interest, benchmark or formula is, or is related to or derived from, in whole or in part, a debt or other financial obligation of an issuer; “derivative”: (a) means, other than in New Brunswick, the Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Québec, Saskatchewan and the Yukon Territory, an instrument, agreement, security or exchange contract, the market price, value or payment obligations of which is derived from, referenced to, or based on an underlying security, interest, benchmark or formula; (b) in New Brunswick, the Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan and the Yukon Territory, has the same meaning as in securities legislation; and (c) in Québec, has the same meaning as in The Derivatives Act; “dividend or interest reinvestment plan” means an arrangement under which a holder of securities of an issuer is permitted to direct that the dividends, interest or distributions paid on the securities be applied to the purchase, from the issuer or an administrator of the issuer, of securities of the issuer’s own issue; “economic exposure” in relation to an issuer: (a) means, other than in Ontario, the extent to which the economic or financial interests of a person or company are aligned with the trading price of securities of the issuer or the economic or financial interests of the issuer; (b) in Ontario, has the same meaning as in securities legislation; “economic interest” in a security or an exchange contract: (a) means, other than in British Columbia, New Brunswick, the Northwest Territories, Nunavut, Ontario, Prince Edward Island, Québec, Saskatchewan and the Yukon Territory: (i) a right to receive or the opportunity to participate in a reward, benefit or return from a security or an exchange contract; or (ii) exposure to a risk of a financial loss in respect of a security or an exchange contract; (b) in British Columbia, New Brunswick, the Northwest Territories, Nunavut, Ontario, Prince Edward Island, Québec, Saskatchewan and the Yukon Territory, has the same meaning as in securities legislation; 1787 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “exchange contract”: (a) means, other than in Alberta, British Columbia, New Brunswick and Saskatchewan, a futures contract or an option that meets both of the following requirements: (i) its performance is guaranteed by a clearing agency; and (ii) it is traded on an exchange pursuant to standardized terms and conditions set out in that exchange’s by-laws, rules or regulatory instruments, at a price agreed on when the futures contract or option is entered into on the exchange; (b) in Alberta, British Columbia, New Brunswick and Saskatchewan, has the same meaning as in securities legislation; “exchangeable security” means a security of an issuer that is exchangeable for, or carries the right of the holder to purchase or otherwise acquire, or of the issuer to cause the purchase or acquisition of, a security of another issuer; “income trust” means a trust or an entity, including corporate and non-corporate entities, the securities of which entitle the holder to net cash flows generated by an underlying business or income-producing properties owned through the trust or by the entity; “insider report” means a report to be filed by an insider under securities legislation; “insider reporting requirement” means: (a) a requirement to file insider reports under Parts 3 and 4; (b) a requirement to file insider reports under any provisions of Canadian securities legislation substantially similar to Parts 3 and 4; and (c) a requirement to file an insider profile under NI 55-102; “investment issuer” means, in relation to an issuer, another issuer in respect of which the issuer is an insider; “issuer event” means a stock dividend, stock split, consolidation, amalgamation, reorganization, merger or other similar event that affects all holdings of a class of securities of an issuer in the same manner, on a per share basis; “lump-sum provision” means a provision of an automatic securities purchase plan that allows a director or officer to acquire securities in consideration of an additional lump-sum payment, and includes a cash payment option; “major subsidiary” means a subsidiary of an issuer if: (a) the assets of the subsidiary, as included in the issuer’s most recent annual audited or interim balance sheet, or, for a period relating to a financial year beginning on or after January 1, 2011, a statement of financial position, are 30 per cent or more of the consolidated assets of the issuer reported on that balance sheet or statement of financial position, as the case may be; or (b) the revenue of the subsidiary, as included in the issuer’s most recent annual audited or interim income statement, or, for a period relating to a financial year beginning on or after January 1, 2011, a statement of comprehensive income, is 30 per cent or more of the consolidated revenue of the issuer reported on that statement; 1788 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “management company” means a person or company established or contracted to provide significant management or administrative services to an issuer or a subsidiary of the issuer; “NI 55-102” means National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI); “normal course issuer bid” means: (a) an issuer bid that is made in reliance on the exemption, contained in securities legislation from requirements relating to issuer bids, that is available if the number of securities acquired by the issuer within a period of twelve months does not exceed 5 per cent of the securities of that class issued and outstanding at the commencement of the period; or (b) a normal course issuer bid as defined in the rules or policies of the Toronto Stock Exchange, the TSX Venture Exchange or an exchange that is a recognized exchange, as defined in National Instrument 21-101 Marketplace Operation, and that is conducted in accordance with the rules or policies of that exchange; “operating entity” means a person or company with an underlying business or with assets owned in whole or in part by an income trust for the purposes of generating cash flow; “principal operating entity” means an operating entity that is a major subsidiary of an income trust; “related financial instrument”: (a) means, other than in British Columbia, New Brunswick, the Northwest Territories, Nunavut, Ontario, Prince Edward Island, Québec, Saskatchewan and the Yukon Territory: (i) an instrument, agreement, security or exchange contract the value, market price or payment obligations of which are derived from, referenced to or based on the value, market price or payment obligations of a security; or (ii) any other instrument, agreement, or understanding that affects, directly or indirectly, a person or company’s economic interest in a security or an exchange contract; (b) in British Columbia, New Brunswick, the Northwest Territories, Nunavut, Ontario, Prince Edward Island, Québec, Saskatchewan and the Yukon Territory, has the same meaning as in securities legislation; “reporting insider” means an insider of a reporting issuer if the insider is: (a) the CEO, CFO or COO of the reporting issuer, of a significant shareholder of the reporting issuer or of a major subsidiary of the reporting issuer; (b) a director of the reporting issuer, of a significant shareholder of the reporting issuer or of a major subsidiary of the reporting issuer; (c) a person or company responsible for a principal business unit, division or function of the reporting issuer; (d) a significant shareholder of the reporting issuer; 1789 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (e) a significant shareholder based on post-conversion beneficial ownership of the reporting issuer’s securities and the CEO, CFO, COO and every director of the significant shareholder based on post-conversion beneficial ownership; (f) a management company that provides significant management or administrative services to the reporting issuer or a major subsidiary of the reporting issuer, every director of the management company, every CEO, CFO and COO of the management company, and every significant shareholder of the management company; (g) an individual performing functions similar to the functions performed by any of the insiders described in paragraphs (a) to (f); (h) the reporting issuer itself, if it has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security; or (i) any other insider that: (i) in the ordinary course receives or has access to information as to material facts or material changes concerning the reporting issuer before the material facts or material changes are generally disclosed; and (ii) directly or indirectly exercises, or has the ability to exercise, significant power or influence over the business, operations, capital or development of the reporting issuer; “significant shareholder” means a person or company that has beneficial ownership of, or control or direction over, whether direct or indirect, or a combination of beneficial ownership of, and control or direction over, whether direct or indirect, securities of an issuer carrying more than 10 per cent of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution; “stock dividend plan” means an arrangement under which securities of an issuer are issued by the issuer to holders of securities of the issuer as a stock dividend or other distribution out of earnings, retained earnings or capital; and “underlying security” means a security issued or transferred, or to be issued or transferred, in accordance with the terms of a convertible security, an exchangeable security or a multiple convertible security. (2) Affiliate – In this Instrument, an issuer is an affiliate of another issuer if: (a) one of them is the subsidiary of the other; or (b) each of them is controlled by the same person or company. (3) Control – In this Instrument, a person or company (first person or company) is considered to control another person or company (second person or company) if: (a) the first person or company beneficially owns or has control or direction over, whether direct or indirect, securities of the second person or company carrying votes which, if exercised, would entitle the first person or company to elect a majority of the directors of the second person or company, unless that first person or company holds the voting securities only to secure an obligation; 1790 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the second person or company is a partnership, other than a limited partnership, and the first person or company holds more than 50 per cent of the interests of the partnership; or (c) the second person or company is a limited partnership and the general partner of the limited partnership is the first person or company. (4) Post-conversion beneficial ownership – In this Instrument, a person or company is considered to have, as of a given date, post-conversion beneficial ownership of a security, including an unissued security, if the person or company is the beneficial owner of a security convertible into the security within 60 days following that date or has a right or obligation permitting or requiring the person or company, whether or not on conditions, to acquire beneficial ownership of the security within 60 days, by a single transaction or a series of linked transactions. (5) Significant shareholder based on post-conversion beneficial ownership – In this Instrument, a person or company is a significant shareholder based on post-conversion beneficial ownership if the person or company is not a significant shareholder but the person or company has beneficial ownership of, post-conversion beneficial ownership of, control or direction over, whether direct or indirect, or any combination of beneficial ownership of, post-conversion beneficial ownership of, or control or direction over, whether direct or indirect, securities of an issuer carrying more than 10 per cent of the voting rights attached to all the issuer’s outstanding voting securities, calculated in accordance with subsections (6) and (7). (6) For the purposes of the calculation in subsection (5), an issuer’s outstanding voting securities include securities in respect of which a person or company has post- conversion beneficial ownership. (7) For the purposes of the calculation in subsections (4) and (5), a person or company may exclude any securities held by the person or company as underwriter in the course of a distribution. 1.2 Persons and companies designated or determined to be insiders for the purposes of this Instrument (1) The following persons and companies are designated or determined to be insiders of an issuer: (a) a significant shareholder of the issuer based on post-conversion beneficial ownership of the issuer’s securities; (b) a management company that provides significant management or administrative services to the issuer or a major subsidiary of the issuer, and every director, officer and significant shareholder of the management company; and (c) if the issuer is an income trust, every director, officer and significant shareholder of a principal operating entity of the issuer. (2) Issuer as insider of reporting issuer – If an issuer (the first issuer) becomes an insider of a reporting issuer (the second issuer), the CEO, CFO, COO and every director of the first issuer are designated or determined to be an insider of the second issuer and must file insider reports in accordance with section 3.5 in respect of transactions relating to the second issuer that occurred in the previous six months or for such shorter period that the individual was a CEO, CFO, COO or director of the first issuer. 1791 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) Reporting issuer as insider of other issuer – If a reporting issuer (the first issuer) becomes an insider of another issuer (the second issuer), the CEO, CFO, COO and every director of the second issuer is designated or determined to be an insider of the first issuer and must file insider reports in accordance with section 3.5 in respect of transactions relating to the first issuer that occurred in the previous six months or for such shorter period that the individual was a CEO, CFO, COO or director of the second issuer. 1.3 Reliance on Reported Outstanding Shares (1) In determining the securityholding percentage of a person or company in a class of securities for the purposes of the definition “significant shareholder” and in determining if the person or company is a significant shareholder based on post- conversion beneficial ownership, the person or company may rely upon information most recently filed by the issuer of the securities in a material change report or under section 5.4 of National Instrument 51-102 Continuous Disclosure Obligations, whichever contains the most recent relevant information. (2) Subsection (1) does not apply if the person or company has knowledge both: (a) that the information filed is inaccurate or has changed; and (b) of the correct information. PART 2 APPLICATION 2.1 Insider reporting requirements (insiders of Ontario reporting issuers) – In Ontario, the insider reporting requirements in sections 3.2 and 3.3 do not apply to an insider of a reporting issuer under the Securities Act (Ontario). Note: In Ontario, requirements similar to the insider reporting requirements in sections 3.2 and 3.3 of this Instrument are contained in section 107 of the Securities Act (Ontario). 2.2 Reporting deadline – In Ontario, for the purposes of subsection 107(2) of the Securities Act (Ontario), in the case of a transaction occurring after October 31, 2010, the prescribed period is within five days of any change in the beneficial ownership of, or control or direction over, whether direct or indirect, securities of the reporting issuer or any interest in, or right or obligation associated with, a related financial instrument. PART 3 PRIMARY INSIDER REPORTING REQUIREMENT 3.1 Reporting requirement – An insider must file insider reports under this Part and Part 4 in respect of a reporting issuer if the insider is a reporting insider of the reporting issuer. 3.2 Initial report – A reporting insider must file an insider report in respect of a reporting issuer, within 10 days of becoming a reporting insider, disclosing the reporting insider’s: (a) beneficial ownership of, or control or direction over, whether direct or indirect, securities of the reporting issuer; and (b) interest in, or right or obligation associated with, a related financial instrument involving a security of the reporting issuer. 1792 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3.3 Subsequent report – A reporting insider must within five days of any of the following changes file an insider report in respect of a reporting issuer disclosing a change in the reporting insider’s: (a) beneficial ownership of, or control or direction over, whether direct or indirect, securities of the reporting issuer; or (b) interest in, or right or obligation associated with, a related financial instrument involving a security of the reporting issuer. 3.4 Reporting requirements in connection with convertible or exchangeable securities – For greater certainty, a reporting insider who exercises an option, warrant or other convertible or exchangeable security must file, within five days of the exercise, separate insider reports in accordance with section 3.3 disclosing the resulting change in the reporting insider’s beneficial ownership of, or control or direction over, whether direct or indirect, each of: (a) the option, warrant or other convertible or exchangeable security; and (b) the common shares or other underlying securities. 3.5 Report by certain designated insiders for certain historical transactions – A CEO, CFO, COO or director of an issuer (the first issuer) who is designated or determined to be an insider of another issuer (the second issuer) under subsection 1.2(2) or 1.2(3) must file, within 10 days of being designated or determined to be an insider of the second issuer, the insider reports that a reporting insider of the second issuer would have been required to file under Part 3 and Part 4 for all transactions involving securities of the second issuer or related financial instruments involving securities of the second issuer, that occurred in the previous six months or for such shorter period that the individual was a CEO, CFO, COO or director of the first issuer. PART 4 SUPPLEMENTAL INSIDER REPORTING REQUIREMENT 4.1 Other agreements, arrangements or understandings (1) If a reporting insider of a reporting issuer enters into, materially amends, or terminates an agreement, arrangement or understanding described in subsection (2), the reporting insider must, within five days of this event, file an insider report in respect of the reporting issuer in accordance with section 4.3. (2) An agreement, arrangement or understanding must be reported under subsection (1) in an insider report in respect of a reporting issuer if: (a) the agreement, arrangement or understanding has the effect of altering, directly or indirectly, the reporting insider’s economic exposure to the reporting issuer; (b) the agreement, arrangement or understanding involves, directly or indirectly, a security of the reporting issuer or a related financial instrument involving a security of the reporting issuer; and (c) the reporting insider is not otherwise required to file an insider report in respect of this event under Part 3 or any corresponding provision of Canadian securities legislation. 1793 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4.2 Report of prior agreements, arrangements or understandings – A reporting insider must, within 10 days of becoming a reporting insider of a reporting issuer, file an insider report in accordance with section 4.3 in respect of the reporting issuer if: (a) the reporting insider, prior to the date the reporting insider most recently became a reporting insider, entered into an agreement, arrangement or understanding in respect of which the reporting insider would have been required to file an insider report under section 4.1 if the agreement, arrangement or understanding had been entered into on or after the date the reporting insider most recently became a reporting insider; and (b) the agreement, arrangement or understanding remains in effect on or after the date the reporting insider most recently became a reporting insider. 4.3 Contents of report – An insider report required to be filed under section 4.1 or 4.2 must disclose the existence and material terms of the agreement, arrangement or understanding. PART 5 EXEMPTION FOR AUTOMATIC SECURITIES PURCHASE PLANS 5.1 Interpretation (1) In this Part, a reference to a director or officer means a director or officer who is: (a) a director or officer of a reporting issuer and a reporting insider of the reporting issuer; or (b) a director or officer of a subsidiary of a reporting issuer and a reporting insider of the reporting issuer. (2) In this Part, a reference to a security of a reporting issuer includes a related financial instrument involving a security of the reporting issuer. (3) In this Part, a disposition or transfer of securities acquired under an automatic securities purchase plan is a specified disposition of securities if: (a) the disposition or transfer is incidental to the operation of the automatic securities purchase plan and does not involve a discrete investment decision by the director or officer; or (b) the disposition or transfer is made to satisfy a tax withholding obligation arising from the distribution of securities under the automatic securities purchase plan and either: (i) the director or officer has elected that the tax withholding obligation will be satisfied through a disposition of securities, has communicated this election to the reporting issuer or the plan administrator at least 30 days before the disposition and this election is irrevocable as of the 30th day before the disposition; or (ii) the director or officer has not communicated an election to the reporting issuer or the plan administrator and, in accordance with the terms of the plan, the reporting issuer or the plan administrator is required to sell securities automatically to satisfy the tax withholding obligation. 1794 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 5.2 Reporting exemption (1) The insider reporting requirement does not apply to a director or officer for an acquisition or disposition of securities described in subsection (2) if the director or officer complies with the alternative reporting requirement in section 5.4. (2) The exemption in subsection (1) applies to: (a) an acquisition of securities of the reporting issuer under an automatic securities purchase plan, other than an acquisition of securities under a lump-sum provision of the plan; or (b) a specified disposition of securities of the reporting issuer under an automatic securities purchase plan. 5.3 Acquisition of options or similar securities – The exemption in section 5.2 does not apply to an acquisition of options or similar securities granted to a director or officer. 5.4 Alternative reporting requirement (1) A director or officer is exempt under section 5.2 from the insider reporting requirement if the insider files an insider report within the time period described in subsection (2) disclosing, on a transaction-by-transaction basis or in acceptable summary form, each acquisition and each specified disposition of a security under an automatic securities purchase plan that has not previously been disclosed by or on behalf of the director or officer. (2) The deadline for filing the insider report under subsection (1) is: (a) in the case of any securities acquired under the automatic securities purchase plan that have been disposed of or transferred, other than securities that have been disposed of or transferred as part of a specified disposition of securities, within five days of the disposition or transfer; and (b) in the case of any securities acquired under the automatic securities purchase plan during a calendar year that have not been disposed of or transferred, and any securities that have been disposed of or transferred as part of a specified disposition of securities, on or before March 31 of the next calendar year. (3) Subsection (1) does not apply to a director or officer if, at the time the insider report described in subsection (1) is due: (a) the director or officer is not a reporting insider; or (b) the director or officer is exempt from the insider reporting requirement. PART 6 EXEMPTION FOR CERTAIN ISSUER GRANTS 6.1 Interpretation (1) In this Part, a reference to a director or officer means a director or officer who is: (a) a director or officer of a reporting issuer and a reporting insider of the reporting issuer; or (b) a director or officer of a subsidiary of a reporting issuer and a reporting insider of the reporting issuer. 1795 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) In this Part, a reference to a security of a reporting issuer includes a related financial instrument involving a security of the reporting issuer. (3) In this Part, a disposition or transfer of a security acquired under a compensation arrangement is a specified disposition of a security if: (a) the disposition or transfer is incidental to the operation of the compensation arrangement and does not involve a discrete investment decision by the director or officer; or (b) the disposition or transfer is made to satisfy a tax withholding obligation arising from the distribution of a security under the compensation arrangement and either: (i) the director or officer has elected that the tax withholding obligation will be satisfied through a disposition of securities, has communicated this election to the reporting issuer or the administrator of the compensation arrangement at least 30 days before the disposition and this election is irrevocable as of the 30th day before the disposition; or (ii) the director or officer has not communicated an election to the reporting issuer or the administrator of the compensation arrangement and, in accordance with the terms of the arrangement, the reporting issuer or the administrator is required to sell securities automatically to satisfy the tax withholding obligation. 6.2 Reporting exemption – The insider reporting requirement does not apply to a director or officer for the acquisition of a security of the reporting issuer, or a specified disposition of a security of the reporting issuer, under a compensation arrangement established by the reporting issuer or by a subsidiary of the reporting issuer, if: (a) the reporting issuer has previously disclosed the existence and material terms of the compensation arrangement in an information circular or other public document filed on SEDAR+; (b) in the case of an acquisition of securities, the reporting issuer has previously filed in respect of the acquisition an issuer grant report on SEDI in accordance with section 6.3; and (c) the director or officer complies with the alternative reporting requirement in section 6.4. 6.3 Issuer grant report – An issuer grant report filed under this Part in respect of a compensation arrangement must include: (a) the date the option or other security was issued or granted; (b) the number of options or other securities issued or granted to each director or officer; (c) the price at which the option or other security was issued or granted and the exercise price; (d) the number and type of securities issuable on the exercise of the option or other security; and (e) any other material terms that have not been previously disclosed or filed in a public filing on SEDAR+. 1796 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 6.4 Alternative reporting requirement (1) A director or officer is exempt under section 6.2 from the insider reporting requirement if the insider files an insider report within the time period described in subsection (2) disclosing, on a transaction-by-transaction basis or in acceptable summary form, each acquisition and each specified disposition of a security under a compensation arrangement that has not previously been disclosed by or on behalf of the director or officer. (2) The deadline for filing the insider report under subsection (1) is: (a) in the case of any security acquired under the compensation arrangement that has been disposed of or transferred, other than a security that has been disposed of or transferred as part of a specified disposition of a security, within five days of the disposition or transfer; and (b) in the case of any security acquired under the compensation arrangement during a calendar year that has not been disposed of or transferred, and any security that has been disposed of or transferred as part of a specified disposition of a security, on or before March 31 of the next calendar year. (3) Subsection (1) does not apply to a director or officer if, at the time the insider report described in subsection (1) is due: (a) the director or officer is not a reporting insider; or (b) the director or officer is exempt from the insider reporting requirement. PART 7 EXEMPTIONS FOR NORMAL COURSE ISSUER BIDS AND PART 7 PUBLICLY DISCLOSED TRANSACTIONS 7.1 Reporting exemption for normal course issuer bids – The insider reporting requirement does not apply to an issuer for an acquisition of a security of its own issue by the issuer under a normal course issuer bid if the issuer complies with the alternative reporting requirement in section 7.2. 7.2 Reporting requirement – An issuer who relies on the exemption in section 7.1 must file an insider report disclosing each acquisition of securities by it under a normal course issuer bid within 10 days of the end of the month in which the acquisition occurred. 7.3 General exemption for other transactions that have been otherwise disclosed – The insider reporting requirement does not apply to an issuer in connection with a transaction, other than a normal course issuer bid, involving a security of its own issue if the existence and material terms of the transaction have been generally disclosed in a public filing on SEDAR+. PART 8 EXEMPTION FOR CERTAIN ISSUER EVENTS 8.1 Reporting exemption – The insider reporting requirement in respect of a reporting issuer does not apply to a reporting insider whose beneficial ownership of, or control or direction over, whether direct or indirect, a security of the reporting issuer changes as a result of an issuer event of the reporting issuer. 1797 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 8.2 Reporting requirement – A reporting insider who relies on the exemption in section 8.1 in respect of a reporting issuer must file an insider report, disclosing all changes in beneficial ownership of, or control or direction over, whether direct or indirect, a security of the reporting issuer as a result of an issuer event if those changes have not previously been reported by or on behalf of the insider, within the time required by securities legislation for the insider to report any other subsequent change in beneficial ownership of, or control or direction over, whether direct or indirect, a security of the reporting issuer. PART 9 GENERAL EXEMPTIONS 9.1 Reporting exemption (mutual funds) – The insider reporting requirement does not apply to an insider of an issuer that is a mutual fund. 9.2 Reporting exemption (non-reporting insiders) – The insider reporting requirement does not apply to an insider of an issuer if the insider is not a reporting insider of that issuer. 9.3 Reporting exemption (certain insiders of investment issuers) – The insider reporting requirement does not apply to a director or officer of a significant shareholder, or a director or officer of a subsidiary of a significant shareholder, in respect of securities of an investment issuer or a related financial instrument involving a security of the investment issuer if the director or officer: (a) does not in the ordinary course receive or have access to information as to material facts or material changes concerning the investment issuer before the material facts or material changes are generally disclosed; and (b) is not a reporting insider of the investment issuer in any capacity other than as a director or officer of the significant shareholder or a subsidiary of the significant shareholder. 9.4 Reporting exemption (nil report) – The insider reporting requirement does not apply to a reporting insider if the reporting insider: (a) does not have any beneficial ownership of, or control or direction over, whether direct or indirect, a security of the issuer; (b) does not have any interest in, or right or obligation associated with, a related financial instrument involving a security of the issuer; (c) has not entered into any agreement, arrangement or understanding as described in section 4.1; and (d) is not a significant shareholder based on post-conversion beneficial ownership. 9.5 Reporting exemption (corporate group) – The insider reporting requirement does not apply to a reporting insider if: (a) the reporting insider is a subsidiary or other affiliate of another reporting insider (the affiliated reporting insider); and 1798 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the affiliated reporting insider has filed an insider report in respect of the reporting issuer that discloses substantially the same information as would be contained in an insider report filed by the reporting insider, including details of the reporting insider’s: (i) beneficial ownership of, or control or direction over, whether direct or indirect, securities of the reporting issuer; and (ii) interest in, or right or obligation associated with, any related financial instrument involving a security of the reporting issuer. 9.6 Reporting exemption (executor and co-executor) – The insider reporting requirement does not apply to a reporting insider for a security of an issuer beneficially owned or controlled, directly or indirectly, by an estate if: (a) the reporting insider is an executor, administrator or other person or company who is a representative of the estate (referred to in this section as an executor of the estate), or a director or officer of an executor of the estate; (b) the reporting insider is subject to the insider reporting requirement solely because of the reporting insider being an executor or a director or officer of an executor of the estate; and (c) another executor or director or officer of an executor of the estate has filed an insider report that discloses substantially the same information as would be contained in an insider report filed by the reporting insider for securities of an issuer beneficially owned or controlled, directly or indirectly, by the estate. 9.7 Exempt persons and transactions – The insider reporting requirement does not apply to: (a) an agreement, arrangement or understanding which does not involve, directly or indirectly; (i) a security of the reporting issuer; (ii) a related financial instrument involving a security of the reporting issuer; or (iii) any other derivative in respect of which the underlying security, interest, benchmark or formula is or includes as a material component a security of the reporting issuer or a related financial instrument involving a security of the reporting issuer; (b) a transfer, pledge or encumbrance of a security by a reporting insider for the purpose of giving collateral for a debt made in good faith so long as there is no limitation on the recourse available against the insider for any amount payable under such debt; (c) the receipt by a reporting insider of a transfer, pledge or encumbrance of a security of an issuer if the security is transferred, pledged or encumbered as collateral for a debt under a written agreement and in the ordinary course of business of the insider; (d) a reporting insider, other than a reporting insider that is an individual, that enters into, materially amends or terminates an agreement, arrangement or understanding which is in the nature of a credit derivative; 1799 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (e) a reporting insider who did not know and, in the exercise of reasonable diligence, could not have known of the alteration to economic exposure described in section 4.1; (f) the acquisition or disposition of a security, or an interest in a security, of an investment fund, provided that securities of the reporting issuer do not form a material component of the investment fund’s market value; or (g) the acquisition or disposition of a security, or an interest in a security, of an issuer that holds directly or indirectly securities of the reporting issuer, if: (i) the reporting insider is not a control person of the issuer; and (ii) the reporting insider does not have or share investment control over the securities of the reporting issuer. PART 10 DISCRETIONARY EXEMPTIONS 10.1 Exemptions from this Instrument (1) The regulator or securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario only the regulator may grant such an exemption. (3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction. PART 11 EFFECTIVE DATE AND TRANSITION 11.1 Effective Date – This Instrument comes into force on April 30, 2010. 11.2 Transition (1) Despite sections 3.3 and 3.4, a reporting insider may file an insider report required by either of those sections within 10 days of a change described in those sections if the change relates to a transaction that occurred on or before October 31, 2010. (2) Despite section 4.1, a reporting insider may file an insider report required under that section within 10 days of an event described in that section if the event relates to a transaction that occurred on or before October 31, 2010. (3) Despite paragraph 5.4(2)(a), a reporting insider may file an insider report required under that paragraph within 10 days of a disposition or transfer described in that paragraph if the disposition or transfer occurred on or before October 31, 2010. (4) Despite paragraph 6.4(2)(a), a reporting insider may file an insider report required under that paragraph within 10 days of a disposition or transfer described in that paragraph if the disposition or transfer occurred on or before October 31, 2010. 19 Mar 2010 SR 11/2010 s9; 17 Feb 2017 SR 3/2017 s6; 30 Jne 2023 SR 47/2023 s20; 13 Jne 2025 SR 44/2025 s3. 1800 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 1801 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XLIX [Clause 2(ww)] NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS Text boxes in this Instrument located below sections 2.1, 7.1, 7.2, 8.12, 8.13, 8.15, 8.21, 8.25, 10.7 and 11.6 refer to the Securities Act (Ontario). These text boxes do not form part of this Instrument. PART 1 INTERPRETATION 1.1 Definitions of terms used throughout this Instrument In this Instrument: “book cost” means the total amount paid to purchase a security, including any transaction charges related to the purchase, adjusted for reinvested distributions, returns of capital and corporate reorganizations; “Canadian custodian” means any of the following: (a) a bank listed in Schedule I, II or III of the Bank Act (Canada); (b) a trust company that is incorporated under the laws of Canada or a jurisdiction of Canada and licensed or registered under the laws of Canada or a jurisdiction of Canada, and that has equity, as reported in its most recent audited financial statements, of not less than $10,000,000; (c) a company that is incorporated under the laws of Canada or a jurisdiction of Canada, and that is an affiliate of a bank or trust company referred to in paragraph (a) or (b), if either of the following applies: (i) the company has equity, as reported in its most recent audited financial statements, of not less than $10,000,000; (ii) the bank or trust company has assumed responsibility for all of the custodial obligations of the company for the cash and securities the company holds for a client or investment fund; (d) an investment dealer that is a member of IIROC and that is permitted under the rules of IIROC, as amended from time to time, to hold the cash and securities of a client or investment fund; “connected issuer” has the same meaning as in section 1.1 of National Instrument 33-105 Underwriting Conflicts; “debt security” has the same meaning as in section 1.1 of National Instrument 45-106 Prospectus Exemptions; “designated rating” has the same meaning as in National Instrument 81-102 Investment Funds; “designated rating organization” has the same meaning as in National Instrument 44‑101 Short Form Prospectus Distributions; 1802 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “direct investment fund charge” means an amount charged to a client if the client buys, holds, sells or switches securities of an investment fund, including any federal, provincial or territorial sales taxes paid on that amount, other than, for greater certainty, an amount included in the investment fund’s fund expenses; “DRO affiliate” means an affiliate of a designated rating organization that issues credit ratings in a foreign jurisdiction and that has been designated as such under the terms of the designated rating organization’s designation; “eligible client” means a client of a person or company if any of the following apply: (a) the client is an individual and was a client of the person or company immediately before becoming resident in the local jurisdiction; (b) the client is the spouse or a child of a client referred to in paragraph (a); (c) except in Ontario, the client is a client of the person or company on September 27, 2009 pursuant to the person or company’s reliance on an exemption from the registration requirement under Part 5 of Multilateral Instrument 11‑101 Principal Regulator System on that date; “exempt market dealer” means a person or company registered in the category of exempt market dealer; “financial exploitation” means the use or control of, or deprivation of the use or control of, a financial asset of an individual by a person or company through undue influence, unlawful conduct or another wrongful act; “foreign custodian” means any of the following: (a) an entity that (i) is incorporated or organized under the laws of a country, or a political subdivision of a country, other than Canada, (ii) is regulated as a banking institution or trust company by the government, or an agency of the government, of the country under the laws of which it is incorporated or organized, or a political subdivision of that country, and (iii) has equity, as reported in its most recent audited financial statements, of not less than the equivalent of $100,000,000; (b) an affiliate of an entity referred to in paragraph (a), (b) or (c) of the definition of ‘Canadian custodian’, or paragraph (a) of this definition, if either of the following applies: (i) the affiliate has equity, as reported in its most recent audited financial statements, of not less than the equivalent of $100,000,000; (ii) the entity referred to in paragraph (a), (b) or (c) of the definition of ‘Canadian custodian’, or paragraph (a) of this definition, has assumed responsibility for all of the custodial obligations of the affiliate for the cash and securities the affiliate holds for a client or investment fund; “fund expense ratio” means the sum of an investment fund’s management expense ratio and trading expense ratio, expressed as a percentage; “IIROC” means the Investment Industry Regulatory Organization of Canada; “IIROC provision” means a by-law, rule, regulation or policy of IIROC named in Appendix G, as amended from time to time; 1803 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “interim period” means a period commencing on the first day of the financial year and ending 9, 6 or 3 months before the end of the financial year; “investment dealer” means a person or company registered in the category of investment dealer; “managed account” means an account of a client for which a person or company makes the investment decisions if that person or company has discretion to trade in securities for the account without requiring the client’s express consent to a transaction; “management expense ratio” has the same meaning as in section 1.1 of National Instrument 81‑106 Investment Fund Continuous Disclosure; “marketplace” has the same meaning as in section 1.1 of National Instrument 21‑101 Marketplace Operation; “MFDA” means the Mutual Fund Dealers Association of Canada; “MFDA provision” means a by-law, rule, regulation or policy of the MFDA named in Appendix H, as amended from time to time; “mutual fund dealer” means a person or company registered in the category of mutual fund dealer;

“newly-established investment fund” means, (a) for an investment fund required to file a management report of fund performance, as defined in section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure, a fund that has not yet filed that report, or (b) for an investment fund not referred to in paragraph (a), a fund established less than 12 months before the end of the period covered by the statement or report that is required to be delivered by the registered dealer or registered adviser under section 14.17; “operating charge” means any amount charged to a client by a registered firm in respect of the operation, transfer or termination of a client’s account and includes any federal, provincial or territorial sales taxes paid on that amount; “original cost” means the total amount paid to purchase a security, including any transaction charges related to the purchase; “permitted client” means any of the following: (a) a Canadian financial institution or a Schedule III bank; (b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); (c) a subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary; (d) a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer; 1804 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (e) a pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund; (f) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (e); (g) the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada; (h) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; (i) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec; (j) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be; (k) a person or company acting on behalf of a managed account managed by the person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; (l) an investment fund if one or both of the following apply: (i) the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada; (ii) the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada; (m) in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions, or an adviser registered under the securities legislation of the jurisdiction of the registered charity; (n) in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser, as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions, or an adviser registered under the securities legislation of the jurisdiction of the registered charity; (o) an individual who beneficially owns financial assets, as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions, having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million; 1805 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (p) a person or company that is entirely owned by an individual or individuals referred to in paragraph (o), who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction; (q) a person or company, other than an individual or an investment fund, that has net assets of at least $25 million as shown on its most recently prepared financial statements; (r) a person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (a) to (q); “portfolio manager” means a person or company registered in the category of portfolio manager; “principal jurisdiction” means: (a) for a person or company other than an individual, the jurisdiction of Canada in which the person or company’s head office is located; and (b) for an individual, the jurisdiction of Canada in which the individual’s working office is located; “principal regulator” has the same meaning as in section 4A.1 of Multilateral Instrument 11‑102 Passport System; “qualified custodian” means a Canadian custodian or a foreign custodian; “registered firm” means a registered dealer, a registered adviser, or a registered investment fund manager; “registered individual” means an individual who is registered: (a) in a category that authorizes the individual to act as a dealer or an adviser on behalf of a registered firm; (b) as ultimate designated person; or (c) as chief compliance officer; “related issuer” has the same meaning as in section 1.1 of National Instrument 33-105 Underwriting Conflicts; “restricted dealer” means a person or company registered in the category of restricted dealer; “restricted portfolio manager” means a person or company registered in the category of restricted portfolio manager; “Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada); “scholarship plan dealer” means a person or company registered in the category of scholarship plan dealer; “sponsoring firm” means the firm registered in a jurisdiction of Canada on whose behalf an individual acts as a dealer, an underwriter, an adviser, a chief compliance officer or an ultimate designated person; 1806 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “sub-adviser” means an adviser to: (a) a registered adviser, or (b) a registered dealer acting as a portfolio manager as permitted by section 8.24 [IIROC members with discretionary authority]; “subsidiary” has the same meaning as in section 1.1 of National Instrument 45-106 Prospectus Exemptions; “successor credit rating organization” has the same meaning as in National Instrument 44‑101 Short Form Prospectus Distributions; “temporary hold” means a hold that is placed on the purchase or sale of a security on behalf of a client or on the withdrawal or transfer of cash or securities from a client’s account; “total percentage return” means the cumulative realized and unrealized capital gains and losses of an investment, plus income from the investment, over a specified period of time, expressed as a percentage; “trading expense ratio” means the ratio, expressed as a percentage, of the total commissions and other portfolio transaction costs incurred by an investment fund to its average net asset value, calculated in accordance with paragraph 12 of item 3 of Part B of Form 81-106F1 Contents of Annual and Interim Management Report of Fund Performance of National Instrument 81-106 Investment Fund Continuous Disclosure; “trailing commission” means any payment related to a client’s ownership of a security that is part of a continuing series of payments to a registered firm or registered individual by any party; “transaction charge” means any amount charged to a client by a registered firm in respect of a purchase or sale of a security and includes any federal, provincial or territorial sales taxes paid on that amount; “trusted contact person” means an individual identified by a client to a registrant whom the registrant may contact in accordance with the client’s written consent; “vulnerable client” means a client who might have an illness, impairment, disability or aging-process limitation that places the client at risk of financial exploitation; “working office” means the office of the sponsoring firm where an individual does most of his or her business. 1.2 Interpretation of “securities” in Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan (1) Subject to sections 8.2, 8.26 and 14.5.1, in British Columbia, a reference to “securities” in this Instrument includes ‘exchange contracts’, unless the context otherwise requires. (2) Subject to sections 8.2, 8.26 and 14.5.1, in Alberta, New Brunswick, Nova Scotia and Saskatchewan, a reference to “securities” in this Instrument includes “derivatives”, unless the context otherwise requires. 1.3 Information may be given to the principal regulator (1) Repealed. 27 Feb 2015 SR 9/2015 s20. 1807 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) For the purpose of a requirement in this Instrument to notify or to deliver or submit a document to the regulator or the securities regulatory authority, the person or company may notify or deliver or submit the document to the person or company’s principal regulator. (3) Repealed. 27 Feb 2015 SR 9/2015 s20. (4) Despite subsection (2), for the purpose of the notice and delivery requirements in section 11.9 [registrant acquiring a registered firm’s securities or assets], if the principal regulator of the registrant and the principal regulator of the firm identified in paragraph 11.9(1)(a) or 11.9(1)(b), if registered in any jurisdiction of Canada, are not the same, the registrant must deliver the written notice to the following: (a) the registrant’s principal regulator; and (b) the principal regulator of the firm identified in paragraph 11.9(1)(a) or 11.9(1)(b) as applicable, if registered in any jurisdiction of Canada identified in paragraph 11.9(1)(a) or 11.9(1)(b). (5) Subsection (2) does not apply to: (a) section 8.18 [international dealer], and (b) section 8.26 [international adviser]. PART 2 CATEGORIES OF REGISTRATION FOR INDIVIDUALS 2.1 Individual categories (1) The following are the categories of registration for an individual who is required, under securities legislation, to be registered to act on behalf of a registered firm: (a) dealing representative; (b) advising representative; (c) associate advising representative; (d) ultimate designated person; (e) chief compliance officer. (2) An individual registered in the category of: (a) dealing representative may act as a dealer or an underwriter in respect of a security that the individual’s sponsoring firm is permitted to trade or underwrite; (b) advising representative may act as an adviser in respect of a security that the individual’s sponsoring firm is permitted to advise on; (c) associate advising representative may act as an adviser in respect of a security that the individual’s sponsoring firm is permitted to advise on if the advice has been approved under subsection 4.2(1) [associate advising representatives – pre-approval of advice]; (d) ultimate designated person must perform the functions set out in section 5.1 [responsibilities of the ultimate designated person]; and (e) chief compliance officer must perform the functions set out in section 5.2 [responsibilities of the chief compliance officer]. (3) Subsection (1) does not apply in Ontario. 1808 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Note: In Ontario, the same categories of registration for individuals as in subsection 2.1(1) are set out under section 25 of the Securities Act (Ontario). 2.2 Client mobility exemption – individuals (1) The registration requirement does not apply to an individual if all of the following apply: (a) the individual is registered as a dealing, advising or associate advising representative in the individual’s principal jurisdiction; (b) the individual’s sponsoring firm is registered in the firm’s principal jurisdiction; (c) the individual does not act as a dealer, underwriter or adviser in the local jurisdiction other than as he or she is permitted to in his or her principal jurisdiction according to the individual’s registration in that jurisdiction; (d) the individual does not act as a dealer, underwriter or adviser in the local jurisdiction other than for 5 or fewer eligible clients; (e) the individual complies with Part 13 Dealing with clients - individuals and firms; (f) the individual deals fairly, honestly and in good faith in the course of his or her dealings with an eligible client; (g) before first acting as a dealer or adviser for an eligible client, the individual’s sponsoring firm has disclosed to the client that the individual, and if the firm is relying on section 8.30 [client mobility exemption – firms], the firm: (i) is exempt from registration in the local jurisdiction; and (ii) is not subject to requirements otherwise applicable under local securities legislation. (2) If an individual relies on the exemption in this section, the individual’s sponsoring firm must submit a completed Form 31-103F3 Use of Mobility Exemption to the securities regulatory authority of the local jurisdiction as soon as possible after the individual first relies on this section. 2.3 Individuals acting for investment fund managers The investment fund manager registration requirement does not apply to an individual acting on behalf of a registered investment fund manager. PART 3 REGISTRATION REQUIREMENTS - INDIVIDUALS Division 1 General proficiency requirements 3.1 Definitions In this Part: “Branch Manager Proficiency Exam” means the examination prepared and administered by the RESP Dealers Association of Canada and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination; 1809 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “Canadian Investment Funds Course Exam” means the examination prepared and administered by the IFSE Institute and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination; “Canadian Investment Manager designation” means the designation earned through the Canadian investment manager program prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program; “Canadian Securities Course Exam” means the examination prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination; “CFA Charter” means the charter earned through the Chartered Financial Analyst program prepared and administered by the CFA Institute and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program; “Chief Compliance Officers Qualifying Exam” means the examination prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first- mentioned examination; “Exempt Market Products Exam” means the examination prepared and administered by the IFSE Institute and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination; “Investment Funds in Canada Course Exam” means the examination prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination; “Mutual Fund Dealers Compliance Exam” means the examination prepared and administered by the IFSE Institute and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination; “New Entrants Course Exam” means the examination prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination; 1810 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “PDO Exam” means: (a) the Officers’, Partners’ and Directors’ Exam prepared and administered by the IFSE Institute and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination; or (b) the Partners, Directors and Senior Officers Course Exam prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination; “Sales Representative Proficiency Exam” means the examination prepared and administered by the RESP Dealers Association of Canada and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination; “Series 7 Exam” means the examination prepared and administered by the Financial Industry Regulatory Authority in the United States of America and so named on the day this Instrument comes into force, and every examination that preceded that examination, or succeeded that examination, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned examination. 3.2 U.S. equivalency In this Part, an individual is not required to have passed the Canadian Securities Course Exam if the individual has passed the Series 7 Exam and the New Entrants Course Exam. 3.3 Time limits on examination requirements (1) For the purpose of this Part, an individual is deemed to have not passed an examination unless the individual passed the examination not more than 36 months before the date of his or her application for registration. (2) Subsection (1) does not apply if the individual passed the examination more than 36 months before the date of his or her application and has met one of the following conditions: (a) the individual was registered in the same category in any jurisdiction of Canada at any time during the 36-month period before the date of his or her application; (b) the individual has gained 12 months of relevant securities industry experience during the 36-month period before the date of his or her application. (3) For the purpose of paragraph (2)(a), an individual is not considered to have been registered during any period in which the individual’s registration was suspended. 1811 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (4) Subsection (1) does not apply to the examination requirements in: (a) section 3.7 [scholarship plan dealer - dealing representative] if the individual was registered in a jurisdiction of Canada as a dealing representative of a scholarship plan dealer on and since September 28, 2009, and (b) section 3.9 [exempt market dealer - dealing representative] if the individual was registered as a dealing representative of an exempt market dealer in Ontario or Newfoundland and Labrador on and since September 28, 2009. Division 2 Education and experience requirements 3.4 Proficiency – initial and ongoing (1) An individual must not perform an activity that requires registration unless the individual has the education, training and experience that a reasonable person would consider necessary to perform the activity competently. (2) A chief compliance officer must not perform an activity set out in section 5.2 [responsibilities of the chief compliance officer] unless the individual has the education, training and experience that a reasonable person would consider necessary to perform the activity competently. 3.5 Mutual fund dealer - dealing representative A dealing representative of a mutual fund dealer must not act as a dealer in respect of the securities listed in paragraph 7.1(2)(b) unless any of the following apply: (a) the individual has passed the Canadian Investment Funds Course Exam, the Canadian Securities Course Exam or the Investment Funds in Canada Course Exam; (b) the individual has met the requirements of section 3.11 [portfolio manager – advising representative]; (c) the individual has earned a CFA Charter and has gained 12 months of relevant securities industry experience in the 36-month period before applying for registration; (d) the individual is exempt from section 3.11 [portfolio manager – advising representative] because of subsection 16.10(1) [proficiency for dealing and advising representatives]. 3.6 Mutual fund dealer – chief compliance officer A mutual fund dealer must not designate an individual as its chief compliance officer under subsection 11.3(1) [designating a chief compliance officer] unless any of the following apply: (a) the individual has (i) passed the Canadian Investment Funds Course Exam, the Canadian Securities Course Exam or the Investment Funds in Canada Course Exam, (ii) passed the PDO Exam, the Mutual Fund Dealers Compliance Exam or the Chief Compliance Officers Qualifying Exam, and (iii) gained 12 months of relevant securities industry experience in the 36-month period before applying for registration; 1812 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the individual has met the requirements of section 3.13 [portfolio manager – chief compliance officer]; (c) section 3.13 [portfolio manager – chief compliance officer] does not apply in respect of the individual because of subsection 16.9(2) [registration of chief compliance officers]. 3.7 Scholarship plan dealer – dealing representative A dealing representative of a scholarship plan dealer must not act as a dealer in respect of the securities listed in paragraph 7.1(2)(c) unless the individual has passed the Sales Representative Proficiency Exam. 3.8 Scholarship plan dealer – chief compliance officer A scholarship plan dealer must not designate an individual as its chief compliance officer under subsection 11.3(1) [designating a chief compliance officer] unless the individual has (a) passed the Sales Representative Proficiency Exam, (b) passed the Branch Manager Proficiency Exam, (c) passed the PDO Exam or the Chief Compliance Officers Qualifying Exam, and (d) gained 12 months of relevant securities industry experience in the 36-month period before applying for registration. 3.9 Exempt market dealer – dealing representative A dealing representative of an exempt market dealer must not perform an activity listed in paragraph 7.1(2)(d) unless any of the following apply: (a) the individual has passed the Canadian Securities Course Exam; (b) the individual has passed the Exempt Market Products Exam; (c) the individual has earned a CFA Charter and has gained 12 months of relevant securities industry experience in the 36-month period before applying for registration; (d) the individual satisfies the conditions set out in section 3.11 [portfolio manager– advising representative]; (e) the individual is exempt from section 3.11 [portfolio manager – advising representative] because of subsection 16.10(1) [proficiency for dealing and advising representatives]. 3.10 Exempt market dealer – chief compliance officer An exempt market dealer must not designate an individual as its chief compliance officer under subsection 11.3(1) [designating a chief compliance officer] unless any of the following apply: (a) the individual has (i) passed the Exempt Market Products Exam or the Canadian Securities Course Exam, (ii) passed the PDO Exam or the Chief Compliance Officers Qualifying Exam, and (iii) gained 12 months of relevant securities industry experience in the 36-month period before applying for registration; 1813 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the individual has met the requirements of section 3.13 [portfolio manager – chief compliance officer]; (c) section 3.13 [portfolio manager – chief compliance officer] does not apply in respect of the individual because of subsection 16.9(2) [registration of chief compliance officers]. 3.11 Portfolio manager – advising representative An advising representative of a portfolio manager must not act as an adviser on behalf of the portfolio manager unless any of the following apply: (a) the individual has earned a CFA Charter and has gained 12 months of relevant investment management experience in the 36-month period before applying for registration; (b) the individual has received the Canadian Investment Manager designation and has gained 48 months of relevant investment management experience, 12 months of which was gained in the 36-month period before applying for registration. 3.12 Portfolio manager – associate advising representative An associate advising representative of a portfolio manager must not act as an adviser on behalf of the portfolio manager unless any of the following apply: (a) the individual has completed Level 1 of the Chartered Financial Analyst program and has gained 24 months of relevant investment management experience; (b) the individual has received the Canadian Investment Manager designation and has gained 24 months of relevant investment management experience. 3.13 Portfolio manager – chief compliance officer A portfolio manager must not designate an individual as its chief compliance officer under subsection 11.3(1) [designating a chief compliance officer] unless any of the following apply: (a) the individual has: (i) earned a CFA Charter or a professional designation as a lawyer, Chartered Accountant, Certified General Accountant or Certified Management Accountant in a jurisdiction of Canada, a notary in Québec, or the equivalent in a foreign jurisdiction; (ii) passed the PDO Exam or the Chief Compliance Officers Qualifying Exam and, unless the individual has earned the CFA Charter, the Canadian Securities Course Exam; and (iii) either: (A) gained 36 months of relevant securities experience while working at an investment dealer, a registered adviser or an investment fund manager; or (B) provided professional services in the securities industry for 36 months and also worked at a registered dealer, a registered adviser or an investment fund manager for 12 months; 1814 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the individual has passed the Canadian Securities Course Exam and either the PDO Exam or the Chief Compliance Officers Qualifying Exam and any of the following apply: (i) the individual has worked at an investment dealer or a registered adviser for 5 years, including for 36 months in a compliance capacity; (ii) the individual has worked for 5 years at a Canadian financial institution in a compliance capacity relating to portfolio management and also worked at a registered dealer or a registered adviser for 12 months; (c) the individual has passed either the PDO Exam or the Chief Compliance Officers Qualifying Exam and has met the requirements of section 3.11 [portfolio manager – advising representative]. 3.14 Investment fund manager – chief compliance officer An investment fund manager must not designate an individual as its chief compliance officer under subsection 11.3(1) [designating a chief compliance officer] unless any of the following apply: (a) the individual has: (i) earned a CFA Charter or a professional designation as a lawyer, Chartered Accountant, Certified General Accountant or Certified Management Accountant in a jurisdiction of Canada, a notary in Québec, or the equivalent in a foreign jurisdiction; (ii) passed the PDO Exam or the Chief Compliance Officers Qualifying Exam and, unless the individual has earned the CFA Charter, the Canadian Securities Course Exam; and (iii) either: (A) gained 36 months of relevant securities experience while working at a registered dealer, a registered adviser or an investment fund manager; or (B) provided professional services in the securities industry for 36 months and also worked in a relevant capacity at an investment fund manager for 12 months; (b) the individual has: (i) passed the Canadian Investment Funds Course Exam, the Canadian Securities Course Exam, or the Investment Funds in Canada Course Exam; (ii) passed the PDO Exam or the Chief Compliance Officers Qualifying Exam; and (iii) gained 5 years of relevant securities experience while working at a registered dealer, registered adviser or an investment fund manager, including 36 months in a compliance capacity. (c) the individual has met the requirements of section 3.13 [portfolio manager – chief compliance officer]. (d) section 3.13 [portfolio manager - chief compliance officer] does not apply in respect of the individual because of subsection 16.9(2) [registration of chief compliance officers]. 1815 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Division 3 Membership in a self-regulatory organization 3.15 Who must be approved by an SRO before registration (1) A dealing representative of an investment dealer that is a member of IIROC must be an “approved person” as defined under the rules of IIROC. (2) Except in Québec, a dealing representative of a mutual fund dealer that is a member of the MFDA must be an “approved person” as defined under the rules of the MFDA. 3.16 Exemptions from certain requirements for SRO-approved persons (1) The following sections do not apply to a registered individual who is a dealing representative of an investment dealer that is a member of IIROC: (a) subsection 13.2(3) [know your client]; (b) section 13.3 [suitability determination]; (c) section 13.13 [disclosure when recommending the use of borrowed money]. (1.1) Subsection (1) only applies to a registered individual who is a dealing representative of an investment dealer that is a member of IIROC in respect of a requirement specified in any of paragraphs (1)(a) to (c) if the registered individual complies with the corresponding IIROC provisions that are in effect. (2) The following sections do not apply to a registered individual who is a dealing representative a mutual fund dealer that is of a member of the MFDA: (a) section 13.3 [suitability determination]; (b) section 13.13 [disclosure when recommending the use of borrowed money]. (2.1) Subsection (2) only applies to a registered individual who is a dealing representative of a mutual fund dealer that is a member of the MFDA in respect of a requirement specified in paragraph (2)(a) or (b) if the registered individual complies with the corresponding MFDA provisions that are in effect. (3) In Québec, the requirements listed in subsection (2) do not apply to a registered individual who is a dealing representative of a mutual fund dealer to the extent equivalent requirements to those listed in subsection (2) are applicable to the registered individual under the regulations in Québec. PART 4 RESTRICTIONS ON REGISTERED INDIVIDUALS 4.1 Restriction on acting for another registered firm (1) A firm registered in any jurisdiction of Canada must not permit an individual to act as a dealing, advising or associate advising representative of the registered firm if either of the following apply: (a) the individual acts as an officer, partner or director of another firm registered in any jurisdiction of Canada that is not an affiliate of the first- mentioned registered firm; (b) the individual is registered as a dealing, advising or associate advising representative of another firm registered in any jurisdiction of Canada. 4.2 Associate advising representatives – pre-approval of advice (1) An associate advising representative of a registered adviser must not advise on securities unless, before giving the advice, the advice has been approved by an individual designated by the registered firm under subsection (2). 1816 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) A registered adviser must designate, for an associate advising representative, an advising representative to review the advice of the associate advising representative. (3) No later than 7 days following the date of a designation under subsection (2), a registered adviser must provide the regulator or, in Québec, the securities regulatory authority with the names of the advising representative and the associate advising representative who are the subject of the designation. PART 5 ULTIMATE DESIGNATED PERSON AND CHIEF PART 5 COMPLIANCE OFFICER 5.1 Responsibilities of the ultimate designated person The ultimate designated person of a registered firm must do all of the following: (a) supervise the activities of the firm that are directed towards ensuring compliance with securities legislation by the firm and each individual acting on the firm’s behalf; (b) promote compliance by the firm, and individuals acting on its behalf, with securities legislation. 5.2 Responsibilities of the chief compliance officer The chief compliance officer of a registered firm must do all of the following: (a) establish and maintain policies and procedures for assessing compliance by the firm, and individuals acting on its behalf, with securities legislation; (b) monitor and assess compliance by the firm, and individuals acting on its behalf, with securities legislation; (c) report to the ultimate designated person of the firm as soon as possible if the chief compliance officer becomes aware of any circumstances indicating that the firm, or any individual acting on its behalf, may be in non-compliance with securities legislation and any of the following apply: (i) the non-compliance creates, in the opinion of a reasonable person, a risk of harm to a client; (ii) the non-compliance creates, in the opinion of a reasonable person, a risk of harm to the capital markets; (iii) the non-compliance is part of a pattern of non-compliance; (d) submit an annual report to the firm’s board of directors, or individuals acting in a similar capacity for the firm, for the purpose of assessing compliance by the firm, and individuals acting on its behalf, with securities legislation. 1817 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 6 SUSPENSION AND REVOCATION OF PART 6 REGISTRATION - INDIVIDUALS 6.1 If individual ceases to have authority to act for firm If a registered individual ceases to have authority to act as a registered individual on behalf of his or her sponsoring firm because of the end of, or a change in, the individual’s employment, partnership, or agency relationship with the firm, the individual’s registration with the firm is suspended until reinstated or revoked under securities legislation. 6.2 If IIROC approval is revoked or suspended If IIROC revokes or suspends a registered individual’s approval in respect of an investment dealer, the individual’s registration as a dealing representative of the investment dealer is suspended until reinstated or revoked under securities legislation. 6.3 If MFDA approval is revoked or suspended Except in Québec, if the MFDA revokes or suspends a registered individual’s approval in respect of a mutual fund dealer, the individual’s registration as a dealing representative of the mutual fund dealer is suspended until reinstated or revoked under securities legislation. 6.4 If sponsoring firm is suspended If a registered firm’s registration in a category is suspended, the registration of each registered dealing, advising or associate advising representative acting on behalf of the firm in that category is suspended until reinstated or revoked under securities legislation. 6.5 Dealing and advising activities suspended If an individual’s registration in a category is suspended, the individual must not act as a dealer, an underwriter or an adviser, as the case may be, under that category. 6.6 Revocation of a suspended registration – individual If a registration of an individual has been suspended under this Part and it has not been reinstated, the registration is revoked on the 2nd anniversary of the suspension. 6.7 Exception for individuals involved in a hearing or proceeding Despite section 6.6, if a hearing or proceeding concerning a suspended individual is commenced under securities legislation or under the rules of an SRO, the individual’s registration remains suspended. 6.8 Application of Part 6 in Ontario Other than section 6.5 [dealing and advising activities suspended], this Part does not apply in Ontario. Note: In Ontario, measures governing suspension in section 29 of the Securities Act (Ontario) are similar to those in Parts 6 and 10. 1818 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 7 CATEGORIES OF REGISTRATION FOR FIRMS 7.1 Dealer categories (1) The following are the categories of registration for a person or company that is required, under securities legislation, to be registered as a dealer: (a) investment dealer; (b) mutual fund dealer; (c) scholarship plan dealer; (d) exempt market dealer; (e) restricted dealer. (2) A person or company registered in the category of: (a) investment dealer may act as a dealer or an underwriter in respect of any security; (b) mutual fund dealer may act as a dealer in respect of any security of: (i) a mutual fund; or (ii) an investment fund that is a labour-sponsored investment fund corporation or labour-sponsored venture capital corporation under legislation of a jurisdiction of Canada; (c) scholarship plan dealer may act as a dealer in respect of a security of a scholarship plan, an educational plan or an educational trust; (d) exempt market dealer may: (i) act as a dealer by trading a security that is distributed under an exemption from the prospectus requirement; (ii) act as a dealer by trading a security if all of the following apply: (A) the trade is not a distribution; (B) an exemption from the prospectus requirement would be available to the seller if the trade were a distribution; (C) the class of security is not listed, quoted or traded on a marketplace; or (iii) Repealed. 27 Feb 2015 SR 9/2015 s33. (iv) act as an underwriter in respect of a distribution of securities that is made under an exemption from the prospectus requirement; (e) restricted dealer may act as a dealer or an underwriter in accordance with the terms, conditions, restrictions or requirements applied to its registration. (3) Repealed. 5 Aug 2011 SR 48/2011 s9. (4) Subsection (1) does not apply in Ontario. (5) Repealed. 8 Dec 2017 SR 122/2017 s4. Note: In Ontario, the same categories of registration for firms acting as dealers as in subsection 7.1(1) are set out under subsection 26(2) of the Securities Act (Ontario). 1819 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 7.2 Adviser categories (1) The following are the categories of registration for a person or company that is required, under securities legislation, to be registered as an adviser: (a) portfolio manager; (b) restricted portfolio manager. (2) A person or company registered in the category of: (a) portfolio manager may act as an adviser in respect of any security; and (b) restricted portfolio manager may act as an adviser in respect of any security in accordance with the terms, conditions, restrictions or requirements applied to its registration. (3) Subsection (1) does not apply in Ontario. Note: In Ontario, the same categories of registration for firms acting as advisers as in subsection 7.2(1) are set out under subsection 26(6) of the Securities Act (Ontario). 7.3 Investment fund manager category The category of registration for a person or company that is required, under securities legislation, to be registered as an investment fund manager is “investment fund manager”. PART 8 EXEMPTIONS FROM THE REQUIREMENT TO REGISTER Division 1 Exemptions from dealer and underwriter registration 8.1 Interpretation of “trade” in Québec In this Part, in Québec, “trade” refers to any of the following activities: (a) the activities described in the definition of “dealer” in section 5 of the Securities Act (R.S.Q., c. V-1.1), including the following activities: (i) the sale or disposition of a security by onerous title, whether the terms of payment are on margin, installment or otherwise, but does not include a transfer or the giving in guarantee of securities in connection with a debt or the purchase of a security, except as provided in paragraph (b); (ii) participation as a trader in any transaction in a security through the facilities of an exchange or a quotation and trade reporting system; (iii) the receipt by a registrant of an order to buy or sell a security; (b) a transfer or the giving in guarantee of securities of an issuer from the holdings of a control person in connection with a debt. 8.0.1 General condition to dealer registration requirement exemptions The exemptions in this Division are not available to a person or company if the person or company is registered in the local jurisdiction and if their category of registration permits the person or company to act as a dealer or trade in a security for which the exemption is provided. 1820 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 8.2 Definition of “securities” in Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan Despite section 1.2, in Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan, a reference to ‘securities’ in this Division excludes “exchange contracts”. 8.3 Interpretation – exemption from underwriter registration requirement In this Division, an exemption from the dealer registration requirement is an exemption from the underwriter registration requirement. 8.4 Person or company not in the business of trading in British Columbia, Manitoba and New Brunswick (1) In British Columbia and New Brunswick, a person or company is exempt from the dealer registration requirement if the person or company: (a) is not engaged in the business of trading in securities or exchange contracts as a principal or agent; and (b) does not hold himself, herself or itself out as engaging in the business of trading in securities or exchange contracts as a principal or agent. (2) In Manitoba, a person or company is exempt from the dealer registration requirement if the person or company: (a) is not engaged in the business of trading in securities as a principal or agent; and (b) does not hold himself, herself or itself out as engaging in the business of trading in securities as a principal or agent. 8.5 Trades through or to a registered dealer The dealer registration requirement does not apply to a person or company in respect of a trade in a security if either of the following applies: (a) the trade is made through a registered dealer, if the dealer is registered in a category that permits the trade unless, in furtherance of the trade, the person or company seeking the exemption solicits or contacts directly any purchaser or prospective purchaser in relation to the trade; (b) the trade is made to a registered dealer who is purchasing as principal, if the dealer is registered in a category that permits the trade. 8.5.1 Trades through a registered dealer by registered adviser The dealer registration requirement does not apply to a registered adviser, or an advising representative or associate advising representative acting on behalf of the registered adviser, in respect of trading activities that are incidental to its providing advice to a client, if the trade is made through a dealer registered in a category that permits the trade or a dealer operating under an exemption from the dealer registration requirement. 1821 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 8.6 Investment fund trades by adviser to managed account (1) The dealer registration requirement does not apply to a registered adviser, or an adviser that is exempt from registration under section 8.26 [international adviser], in respect of a trade in a security of an investment fund if all of the following apply: (a) the adviser or an affiliate of the adviser acts as the fund’s adviser; (a.1) the adviser or an affiliate of the adviser acts as the fund’s investment fund manager; (b) the trade is to a managed account of a client of the adviser. (2) The exemption in subsection (1) is not available if the managed account or investment fund was created or is used primarily for the purpose of qualifying for the exemption. (3) An adviser that relies on subsection (1) must provide written notice to the regulator or, in Québec, the securities regulatory authority that it is relying on the exemption within 10 days of its first use of the exemption. 8.7 Investment fund reinvestment (1) Subject to subsections (2), (3), (4) and (5), the dealer registration requirement does not apply to an investment fund, or the investment fund manager of the fund, in respect of a trade in a security with a security holder of the investment fund if the trade is permitted by a plan of the investment fund and is in a security of the investment fund’s own issue and if any of the following apply:

(a) a dividend or distribution out of earnings, surplus, capital or other sources payable in respect of the investment fund’s securities is applied to the purchase of the security that is of the same class or series as the securities to which the dividends or distributions are attributable; (b) the security holder makes an optional cash payment to purchase the security of the investment fund and both of the following apply: (i) the security is of the same class or series of securities described in paragraph (a) that trade on a marketplace; (ii) the aggregate number of securities issued under the optional cash payment does not exceed, in the financial year of the investment fund during which the trade takes place, 2 per cent of the issued and outstanding securities of the class to which the plan relates as at the beginning of the financial year. (2) The exemption in subsection (1) is not available unless the plan that permits the trade is available to every security holder in Canada to which the dividend or distribution is available. (3) The exemption in subsection (1) is not available if a sales charge is payable on a trade described in the subsection. 1822 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (4) At the time of the trade, if the investment fund is a reporting issuer and in continuous distribution, the investment fund must have set out in the prospectus under which the distribution is made: (a) details of any redemption fee that is payable at the time of the redemption of the security; and (b) any right that the security holder has to elect to receive cash instead of securities on the payment of a dividend or making of a distribution by the investment fund and instructions on how the right can be exercised. (5) At the time of the trade, if the investment fund is a reporting issuer and is not in continuous distribution, the investment fund must provide the information required by subsection (4) in its prospectus, annual information form or a material change report. 8.8 Additional investment in investment funds The dealer registration requirement does not apply to an investment fund, or the investment fund manager of the fund, in respect of a trade in a security of the investment fund’s own issue with a security holder of the investment fund if all of the following apply: (a) the security holder initially acquired securities of the investment fund as principal for an acquisition cost of not less than $150,000 paid in cash at the time of the acquisition; (b) the trade is in respect of a security of the same class or series as the securities initially acquired, as described in paragraph (a); (c) the security holder, as at the date of the trade, holds securities of the investment fund and one or both of the following apply: (i) the acquisition cost of the securities being held was not less than $150,000; (ii) the net asset value of the securities being held is not less than $150,000. 8.9 Additional investment in investment funds if initial purchase before September 14, 2005 The dealer registration requirement does not apply in respect of a trade by an investment fund in a security of its own issue to a purchaser that initially acquired a security of the same class as principal before September 14, 2005 if all of the following apply: (a) the security was initially acquired under any of the following provisions: (i) in Alberta, section 86(e) and paragraph 131(1)(d) of the Securities Act (Alberta) as they existed prior to their repeal by sections 9(a) and 13 of the Securities Amendment Act (Alberta), 2003 SA c.32 and sections 66.2 and 122.2 of the Alberta Securities Commission Rules (General); (ii) in British Columbia, sections 45(2) (5) and (22), and 74(2) (4) and (19) of the Securities Act (British Columbia); (iii) in Manitoba, section 19(3) and paragraph and 58(1)(a) of the Securities Act (Manitoba) and section 90 of the Securities Regulation MR 491/88R; 1823 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (iv) in New Brunswick, section 2.8 of Local Rule 45-501 Prospectus and Registration Exemptions; (v) in Newfoundland and Labrador, paragraphs 36(1)(e) and 73(1)(d) of the Securities Act (Newfoundland and Labrador); (vi) in Nova Scotia, paragraphs 41(1)(e) and 77(1)(d) of the Securities Act (Nova Scotia); (vii) in Northwest Territories, sections 3(c) and (z) of Blanket Order No. 1; (viii) in Nunavut, sections 3(c) and (z) of Blanket Order No. 1; (ix) in Ontario, section 35(1)5 and paragraph 72(1)(d) of the Securities Act (Ontario) as they existed prior to their repeal by sections 5 and 11 of the Securities Act (Ontario) S.O. 2009, c. 18, Sch. 26 Securities Commission Rule 45-501 Exempt Distributions that came into force on January 12, 2004; (x) in Prince Edward Island, paragraph 2(3)(d) of the former Securities Act (Prince Edward Island) and Prince Edward Island Local Rule 45-512 Exempt Distributions - Exemption for Purchase of Mutual Fund Securities; (xi) in Québec, former section 51 and subsection 155.1(2) of the Securities Act (Québec); (xii) in Saskatchewan, paragraphs 39(1)(e) and 81(1)(d) of The Securities Act, 1988 (Saskatchewan); (b) the trade is for a security of the same class or series as the initial trade; (c) the security holder, as at the date of the trade, holds securities of the investment fund that have one or both of the following characteristics: (i) an acquisition cost of not less than the minimum amount prescribed by securities legislation referred to in paragraph (a) under which the initial trade was conducted; (ii) a net asset value of not less than the minimum amount prescribed by securities legislation referred to in paragraph (a) under which the initial trade was conducted. 8.10 Private investment club The dealer registration requirement does not apply in respect of a trade in a security of an investment fund if all of the following apply: (a) the fund has no more than 50 beneficial security holders; (b) the fund does not seek and has never sought to borrow money from the public; (c) the fund does not distribute and has never distributed its securities to the public; (d) the fund does not pay or give any remuneration for investment management or administration advice in respect of trades in securities, except normal brokerage fees; 1824 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (e) the fund, for the purpose of financing its operations, requires security holders to make contributions in proportion to the value of the securities held by them. 8.11 Private investment fund – loan and trust pools (1) The dealer registration requirement does not apply in respect of a trade in a security of an investment fund if all of the following apply: (a) the fund is administered by a trust company or trust corporation that is registered or authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada; (b) the fund has no promoter or investment fund manager other than the trust company or trust corporation referred to in paragraph (a); (c) the fund commingles the money of different estates and trusts for the purpose of facilitating investment. (2) Despite subsection (1), a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada is not a trust company or trust corporation for the purpose of paragraph (1) (a). 8.12 Mortgages (1) In this section, “syndicated mortgage” means a mortgage in which two or more persons or companies participate, directly or indirectly, as lenders in the debt obligation that is secured by the mortgage. (2) Subject to subsection (3), the dealer registration requirement does not apply in respect of a trade in a mortgage on real property in a jurisdiction of Canada by a person or company who is registered or licensed, or exempted from registration or licensing, under mortgage brokerage or mortgage dealer legislation of that jurisdiction. (3) Subsection (2) does not apply in respect of a trade in a syndicated mortgage. (4) Repealed. 5 Mar 2021 SR 19/2021 s4. Note: In Ontario a similar exemption from the dealer registration requirement is provided under subsection 35(4) of the Securities Act (Ontario). 8.13 Personal property security legislation (1) The dealer registration requirement does not apply in respect of a trade to a person or company, other than an individual in a security evidencing indebtedness secured by or under a security agreement, secured in accordance with personal property security legislation of a jurisdiction of Canada that provides for the granting of security in personal property. (2) This section does not apply in Ontario. Note: In Ontario a similar exemption from the dealer registration requirement is provided under subsection 35(2) of the Securities Act (Ontario). 1825 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 8.14 Variable insurance contract (1) In this section: “contract”, “group insurance”, “insurance company”, “life insurance” and “policy” have the respective meanings assigned to them in the legislation referenced opposite the name of the local jurisdiction in Appendix A of National Instrument 45-106 Prospectus Exemptions; “variable insurance contract” means a contract of life insurance under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets. (2) The dealer registration requirement does not apply in respect of a trade in a variable insurance contract by an insurance company if the variable insurance contract is: (a) a contract of group insurance; (b) a whole life insurance contract providing for the payment at maturity of an amount not less than 75% of the premium paid up to age 75 years for a benefit payable at maturity; (c) an arrangement for the investment of policy dividends and policy proceeds in a separate and distinct fund to which contributions are made only from policy dividends and policy proceeds; or (d) a variable life annuity. 8.15 Schedule III banks and cooperative associations – evidence of deposit (1) The dealer registration requirement does not apply in respect of a trade in an evidence of deposit issued by a Schedule III bank or an association governed by the Cooperative Credit Associations Act (Canada). (2) This section does not apply in Ontario or Alberta. Note: In Ontario, subsection 8.15(1) is not required because the security described in the exemption is excluded from the definition of “security” in subsection 1(1) of the Securities Act (Ontario). 8.16 Plan administrator (1) In this section: “consultant” has the same meaning as in section 2.22 of National Instrument 45-106 Prospectus Exemptions; “executive officer” has the same meaning as in section 1.1 of National Instrument 45-106 Prospectus Exemptions; “permitted assign” has the same meaning as in section 2.22 of National Instrument 45-106 Prospectus Exemptions; “plan” means a plan or program established or maintained by an issuer providing for the acquisition of securities of the issuer by employees, executive officers, directors or consultants of the issuer or of a related entity of the issuer; 1826 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “plan administrator” means a trustee, custodian, or administrator, acting on behalf of, or for the benefit of, employees, executive officers, directors or consultants of an issuer or of a related entity of an issuer; “related entity” has the same meaning as in section 2.22 of National Instrument 45-106 Prospectus Exemptions. (2) The dealer registration requirement does not apply in respect of a trade made pursuant to a plan of the issuer in a security of an issuer, or an option to acquire a security of the issuer, made by the issuer, a control person of the issuer, a related entity of the issuer, or a plan administrator of the issuer with any of the following: (a) the issuer; (b) a current or former employee, executive officer, director or consultant of the issuer or a related entity of the issuer; (c) a permitted assign of a person or company referred to in paragraph (b). (3) The dealer registration requirement does not apply in respect of a trade in a security of an issuer, or an option to acquire a security of the issuer, made by a plan administrator of the issuer if: (a) the trade is pursuant to a plan of the issuer; and (b) the conditions of one of the following exemptions are satisfied: (i) except in Alberta and Ontario, section 2.14 or 2.15 of National Instrument 45 102 Resale of Securities, (ii) in Ontario, section 2.7 or 2.8 of Ontario Securities Commission Rule 72 503 Distributions Outside Canada, (iii) in Alberta, section 10 or 11 of Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta. 8.17 Reinvestment plan (1) Subject to subsections (3), (4) and (5), the dealer registration requirement does not apply in respect of the following trades by an issuer, or by a trustee, custodian or administrator acting for or on behalf of the issuer, to a security holder of the issuer if the trades are permitted by a plan of the issuer: (a) a trade in a security of the issuer’s own issue if a dividend or distribution out of earnings, surplus, capital or other sources payable in respect of the issuer’s securities is applied to the purchase of the security; (b) subject to subsection (2), a trade in a security of the issuer’s own issue if the security holder makes an optional cash payment to purchase the security of the issuer that trades on a marketplace. (2) The aggregate number of securities issued under the optional cash payment referred to in paragraph (1)(b) must not exceed, in any financial year of the issuer during which the trade takes place, 2% of the issued and outstanding securities of the class to which the plan relates as at the beginning of the financial year. (3) A plan that permits the trades described in subsection (1) must be available to every security holder in Canada to which the dividend or distribution out of earnings, surplus, capital or other sources is available. (4) This section is not available in respect of a trade in a security of an investment fund. 1827 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (5) Subject to section 8.4 [transition – reinvestment plan] of National Instrument 45-106 Prospectus and Registration Exemptions, if the security traded under a plan described in subsection (1) is of a different class or series than the class or series of the security to which the dividend or distribution is attributable, the issuer or the trustee, custodian or administrator must have provided to each participant that is eligible to receive a security under the plan either a description of the material attributes and characteristics of the security traded under the plan or notice of a source from which the participant can obtain the information without charge. 8.18 International dealer (1) In this section: “foreign security” means: (a) a security issued by an issuer incorporated, formed or created under the laws of a foreign jurisdiction; or (b) a security issued by a government of a foreign jurisdiction. (2) Subject to subsections (3) and (4), the dealer registration requirement does not apply in respect of any of the following: (a) an activity, other than a sale of a security, that is reasonably necessary to facilitate a distribution of securities that are offered primarily in a foreign jurisdiction; (b) a trade in a debt security with a permitted client if the debt security (i) is denominated in a currency other than the Canadian dollar, or (ii) is or was originally offered primarily in a foreign jurisdiction and a prospectus has not been filed with a Canadian securities regulatory authority for the distribution; (c) a trade in a debt security that is a foreign security with a permitted client, other than during the security’s distribution; (d) a trade in a foreign security with a permitted client, unless the trade is made during the security’s distribution under a prospectus that has been filed with a Canadian securities regulatory authority; (e) a trade in a foreign security with an investment dealer; (f) a trade in any security with an investment dealer that is purchasing as principal. (3) The exemption under subsection (2) is not available to a person or company unless all of the following apply: (a) the head office or principal place of business of the person or company is in a foreign jurisdiction; (b) the person or company is registered under the securities legislation of the foreign jurisdiction in which its head office or principal place of business is located in a category of registration that permits it to carry on the activities in that jurisdiction that registration as a dealer would permit it to carry on in the local jurisdiction; (c) the person or company engages in the business of a dealer in the foreign jurisdiction in which its head office or principal place of business is located; 1828 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) the person or company is trading as principal or agent for: (i) the issuer of the securities; (ii) a permitted client; or (iii) a person or company that is not a resident of Canada; (e) the person or company has submitted to the securities regulatory authority a completed Form 31-103F2 Submission to Jurisdiction and Appointment of Agent for Service. (4) The exemption under subsection (2) is not available to a person or company in respect of a trade with a permitted client unless one of the following applies: (a) the permitted client is a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer; (b) the person or company has notified the permitted client of all of the following: (i) the person or company is not registered in the local jurisdiction to make the trade; (ii) the foreign jurisdiction in which the head office or principal place of business of the person or company is located; (iii) all or substantially all of the assets of the person or company may be situated outside of Canada; (iv) there may be difficulty enforcing legal rights against the person or company because of the above; (v) the name and address of the agent for service of process of the person or company in the local jurisdiction. (5) A person or company that relied on the exemption in subsection (2) during the 12-month period preceding December 1 of a year must notify the regulator or, in Québec, the securities regulatory authority of that fact by December 1 of that year. (6) In Ontario, subsection (5) does not apply to a person or company that complies with the filing and fee payment requirements applicable to an unregistered exempt international firm under Ontario Securities Commission Rule 13-502 Fees. (7) The adviser registration requirement does not apply to a person or company that is exempt from the dealer registration requirement under this section if the person or company provides advice to a client and the advice is: (a) in connection with an activity or trade described under subsection (2); and (b) not in respect of a managed account of the client. 8.19 Self-directed registered education savings plan (1) In this section: “self-directed RESP” means an educational savings plan registered under the Income Tax Act (Canada): (a) that is structured so that contributions by a subscriber to the plan are deposited directly into an account in the name of the subscriber; and 1829 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) under which the subscriber maintains control and direction over the plan that enables the subscriber to direct how the assets of the plan are to be held, invested or reinvested subject to compliance with the Income Tax Act (Canada). (2) The dealer registration requirement does not apply in respect of a trade in a self-directed RESP to a subscriber if both of the following apply: (a) the trade is made by any of the following: (i) a dealing representative of a mutual fund dealer who is acting on behalf of the mutual fund dealer in respect of securities listed in paragraph 7.1(2)(b); (ii) Repealed. 1 Dec 2023 SR 110/2023 s8. (iii) in Ontario, a financial intermediary; (b) the self-directed RESP restricts its investments in securities to securities in which the person or company who trades the self-directed RESP is permitted to trade. 8.20 Exchange contract – Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan (1) In Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan, the dealer registration requirement does not apply to a person or company in respect of a trade in an exchange contract by the person or company if one of the following applies: (a) the trade is made through a registered dealer, if the dealer is registered in a category that permits the trade unless, in furtherance of the trade, the person or company seeking the exemption solicits or contacts directly any purchaser or prospective purchaser in relation to the trade; (b) the trade is made to a registered dealer who is purchasing as principal, if the dealer is registered in a category that permits the trade. (2) Repealed. 27 Feb 2015 SR 9/2015 s42. (3) Repealed. 27 Feb 2015 SR 9/2015 s42. 8.20.1 Exchange contract trades through or to a registered dealer - Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan In Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan, the dealer registration requirement does not apply to a registered adviser, or an advising representative or associate advising representative acting on behalf of the registered adviser, in respect of trading activities related to exchange contracts that are incidental to its providing advice to a client, if the trade is made through a dealer registered in a category that permits the trade or a dealer operating under an exemption from the dealer registration requirement. 8.21 Specified debt (1) In this section: “permitted supranational agency” means any of the following: (a) the African Development Bank, established by the Agreement Establishing the African Development Bank which came into force on September 10, 1964, that Canada became a member of on December 30, 1982; 1830 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the Asian Development Bank, established under a resolution adopted by the United Nations Economic and Social Commission for Asia and the Pacific in 1965; (c) the Caribbean Development Bank, established by the Agreement Establishing the Caribbean Development Bank which came into force on January 26, 1970, as amended, that Canada is a founding member of; (d) the European Bank for Reconstruction and Development, established by the Agreement Establishing the European Bank for Reconstruction and Development and approved by the European Bank for Reconstruction and Development Agreement Act (Canada), that Canada is a founding member of; (e) the Inter-American Development Bank, established by the Agreement establishing the Inter-American Development Bank which became effective December 30, 1959, as amended from time to time, that Canada is a member of; (f) the International Bank for Reconstruction and Development, established by the Agreement for an International Bank for Reconstruction and Development approved by the Bretton Woods and Related Agreements Act (Canada); (g) the International Finance Corporation, established by Articles of Agreement approved by the Bretton Woods and Related Agreements Act (Canada). (2) The dealer registration requirement does not apply in respect of a trade in any of the following: (a) a debt security issued by or guaranteed by the Government of Canada or the government of a jurisdiction of Canada; (b) a debt security issued by or guaranteed by a government of a foreign jurisdiction if the debt security has a designated rating from a designated rating organization or its DRO affiliate; (c) a debt security issued by or guaranteed by a municipal corporation in Canada; (d) a debt security secured by or payable out of rates or taxes levied under the law of a jurisdiction of Canada on property in the jurisdiction and collectible by or through the municipality in which the property is situated; (e) a debt security issued by or guaranteed by a Canadian financial institution or a Schedule III bank, other than debt securities that are subordinate in right of payment to deposits held by the issuer or guarantor of those debt securities; (f) a debt security issued by the Comité de gestion de la taxe scolaire de l’île de Montréal; (g) a debt security issued by or guaranteed by a permitted supranational agency if the debt securities are payable in the currency of Canada or the United States of America. 1831 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) Paragraphs (2)(a), (c) and (d) do not apply in Ontario. Note: In Ontario, exemptions from the dealer registration requirement similar to those in paragraphs 8.21(a), (c) and (d) are provided under paragraph 2 of subsection 35(1) of the Securities Act (Ontario). 8.22 Small security holder selling and purchase arrangements (1) In this section: “exchange” means: (a) TSX Inc.; (b) TSX Venture Exchange Inc.; or (c) an exchange that: (i) has a policy that is substantially similar to the policy of the TSX Inc.; and (ii) is designated by the securities regulatory authority for the purpose of this section; “policy” means: (a) in the case of TSX Inc., sections 638 and 639 [Odd lot selling and purchase arrangements] of the TSX Company Manual, as amended from time to time; (b) in the case of the TSX Venture Exchange Inc., Policy 5.7 Small Shareholder Selling and Purchase Arrangements, as amended from time to time; or (c) in the case of an exchange referred to in paragraph (c) of the definition of “exchange”, the rule, policy or other similar instrument of the exchange on small shareholder selling and purchase arrangements. (2) The dealer registration requirement does not apply in respect of a trade by an issuer or its agent, in securities of the issuer that are listed on an exchange, if all of the following apply: (a) the trade is an act in furtherance of participation by the holders of the securities in an arrangement that is in accordance with the policy of that exchange; (b) the issuer and its agent do not provide advice to a security holder about the security holder’s participation in the arrangement referred to in paragraph (a), other than a description of the arrangement’s operation, procedures for participation in the arrangement, or both; (c) the trade is made in accordance with the policy of that exchange, without resort to an exemption from, or variation of, the significant subject matter of the policy; 1832 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) at the time of the trade after giving effect to a purchase under the arrangement, the market value of the maximum number of securities that a security holder is permitted to hold in order to be eligible to participate in the arrangement is not more than $25,000. (3) For the purposes of paragraph (2)(c), an exemption from, or variation of, the maximum number of securities that a security holder is permitted to hold under a policy in order to be eligible to participate in the arrangement provided for in the policy is not an exemption from, or variation of, the significant subject matter of the policy. 8.22.1 Short-term debt (1) In this section, “short-term debt instrument” means a negotiable promissory note or commercial paper maturing not more than one year from the date of issue. (2) Except in Ontario, the dealer registration requirement does not apply to any of the following in respect of a trade in a short-term debt instrument with a permitted client: (a) a bank listed in Schedule I, II or III to the Bank Act (Canada); (b) an association to which the Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act; (c) a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or of a jurisdiction in Canada to carry on business in Canada or in any jurisdiction in Canada, as the case may be; (d) the Business Development Bank of Canada; (3) The exemption under subsection (2) is not available to a person or company if the short-term debt instrument is convertible or exchangeable into, or accompanied by a right to purchase, another security other than another short-term debt instrument. Division 2 Exemptions from adviser registration 8.22.2 General condition to adviser registration requirement exemptions The exemptions in this Division are not available to a person or company if the person or company is registered in the local jurisdiction in a category of registration that permits the person or company to act as an adviser in respect of the activities for which the exemption is provided. 8.23 Dealer without discretionary authority The adviser registration requirement does not apply to a registered dealer, or a dealing representative acting on behalf of the dealer, that provides advice to a client if the advice is: (a) in connection with a trade in a security that the dealer and the representative are permitted to make under his, her or its registration; 1833 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) provided by the representative; and (c) not in respect of a managed account of the client. 8.24 IIROC members with discretionary authority The adviser registration requirement does not apply to a registered dealer, or a dealing representative acting on behalf of the dealer, that acts as an adviser in respect of a client’s managed account if the registered dealer is an investment dealer that is a member of IIROC and the advising activities are conducted in accordance with the rules of IIROC. 8.25 Advising generally (1) For the purposes of subsections (3) and (4), “financial or other interest” includes the following: (a) ownership, beneficial or otherwise, in the security or in another security issued by the same issuer; (b) an option in respect of the security or another security issued by the same issuer; (c) a commission or other compensation received, or expected to be received, from any person or company in connection with the trade in the security; (d) a financial arrangement regarding the security with any person or company; (e) a financial arrangement with any underwriter or other person or company who has any interest in the security. (2) The adviser registration requirement does not apply to a person or company that acts as an adviser if the advice the person or company provides does not purport to be tailored to the needs of the person or company receiving the advice. (3) If a person or company that is exempt under subsection (2) recommends buying, selling or holding a specified security, a class of securities or the securities of a class of issuers in which any of the following has a financial or other interest, the person or company must disclose the interest concurrently with providing the advice: (a) the person or company; (b) any partner, director or officer of the person or company; (c) any other person or company that would be an insider of the first- mentioned person or company if the first-mentioned person or company were a reporting issuer. (4) If the financial or other interest of the person or company includes an interest in an option described in paragraph (b) of the definition of “financial or other interest” in subsection (1), the disclosure required by subsection (3) must include a description of the terms of the option. (5) This section does not apply in Ontario. Note: In Ontario, measures similar to those in section 8.25 are in section 34 of the Securities Act (Ontario). 1834 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 8.26 International adviser (1) Despite section 1.2, in Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan, a reference to ‘securities’ in this section excludes “exchange contracts”. (2) In this section: “aggregate consolidated gross revenue” does not include the gross revenue of an affiliate of the adviser if the affiliate is registered in a jurisdiction of Canada; “foreign security” means: (a) a security issued by an issuer incorporated, formed or created under the laws of a foreign jurisdiction; and (b) a security issued by a government of a foreign jurisdiction. (3) The adviser registration requirement does not apply to a person or company if either of the following applies: (a) the person or company provides advice on a foreign security to a permitted client that is not registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer; (b) the person or company provides advice on a security that is not a foreign security and the advice is incidental to the advice referred to in paragraph (a). (4) The exemption under subsection (3) is not available unless all of the following apply: (a) the adviser’s head office or principal place of business is in a foreign jurisdiction; (b) the adviser is registered in a category of registration, or operates under an exemption from registration, under the securities legislation of the foreign jurisdiction in which its head office or principal place of business is located, that permits it to carry on the activities in that jurisdiction that registration as an adviser would permit it to carry on in the local jurisdiction; (c) the adviser engages in the business of an adviser in the foreign jurisdiction in which its head office or principal place of business is located; (d) as at the end of its most recently completed financial year, not more than 10% of the aggregate consolidated gross revenue of the adviser, its affiliates and its affiliated partnerships was derived from the portfolio management activities of the adviser, its affiliates and its affiliated partnerships in Canada; (e) before advising a client, the adviser notifies the client of all of the following: (i) the adviser is not registered in the local jurisdiction to provide the advice described under subsection (3); (ii) the foreign jurisdiction in which the adviser’s head office or principal place of business is located; 1835 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (iii) all or substantially all of the adviser’s assets may be situated outside of Canada; (iv) there may be difficulty enforcing legal rights against the adviser because of the above; (v) the name and address of the adviser’s agent for service of process in the local jurisdiction; (f) the adviser has submitted to the securities regulatory authority a completed Form 31-103F2 Submission to jurisdiction and appointment of agent for service. (5) A person or company that relied on the exemption in subsection (3) during the 12 month period preceding December 1 of a year must notify the regulator or, in Québec, the securities regulatory authority of that fact by December 1 of that year. (6) In Ontario, subsection (5) does not apply to a person or company that complies with the filing and fee payment requirements applicable to an unregistered exempt international firm under Ontario Securities Commission Rule 13-502 Fees. 8.26.1 International sub-adviser (1) The adviser registration requirement does not apply to a sub-adviser if all of the following apply: (a) the obligations and duties of the sub-adviser are set out in a written agreement with the registered adviser or registered dealer; (b) the registered adviser or registered dealer has entered into a written agreement with its clients on whose behalf investment advice is or portfolio management services are to be provided, agreeing to be responsible for any loss that arises out of the failure of the sub-adviser (i) to exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the registrant and each client of the registrant for whose benefit the advice is or portfolio management services are to be provided, or (ii) to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances. (2) The exemption under subsection (1) is not available unless all of the following apply: (a) the sub-adviser’s head office or principal place of business is in a foreign jurisdiction; (b) the sub-adviser is registered in a category of registration, or operates under an exemption from registration, under the securities legislation of the foreign jurisdiction in which its head office or principal place of business is located, that permits it to carry on the activities in that jurisdiction that registration as an adviser would permit it to carry on in the local jurisdiction; (c) the sub-adviser engages in the business of an adviser in the foreign jurisdiction in which its head office or principal place of business is located. 1836 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Division 3 Exemptions from investment fund manager registration 8.26.2 General condition to investment fund manager registration requirement exemptions The exemptions in this Division are not available to a person or company if the person or company is registered in the local jurisdiction as an investment fund manager. 8.27 Private investment club The investment fund manager registration requirement does not apply to a person or company in respect of its acting as an investment fund manager for an investment fund if all of the following apply: (a) the fund has no more than 50 beneficial security holders; (b) the fund does not seek and has never sought to borrow money from the public; (c) the fund does not distribute and has never distributed its securities to the public; (d) the fund does not pay or give any remuneration for investment management or administration advice in respect of trades in securities, except normal brokerage fees; (e) the fund, for the purpose of financing its operations, requires security holders to make contributions in proportion to the value of the securities held by them. 8.28 Capital accumulation plan (1) In this section “capital accumulation plan” means a tax assisted investment or savings plan, including a defined contribution registered pension plan, a group registered retirement savings plan, a group registered education savings plan, or a deferred profit-sharing plan, that permits a plan member to make investment decisions among two or more investment options offered within the plan, and in Québec and Manitoba, includes a simplified pension plan; “plan member” means a person that has assets in a capital accumulation plan; “plan sponsor” means an employer, trustee, trade union or association or a combination of them that establishes a capital accumulation plan, and includes a plan service provider to the extent that the plan sponsor has delegated its responsibilities to the plan service provider; and “plan service provider” means a person that provides services to a plan sponsor to design, establish, or operate a capital accumulation plan. (2) The investment fund manager registration requirement does not apply to a plan sponsor or their plan service provider in respect of activities related to a capital accumulation plan. 8.29 Private investment fund – loan and trust pools (1) The investment fund manager registration requirement does not apply to a trust company or trust corporation that administers an investment fund if all of the following apply: 1837 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (a) the trust company or trust corporation is registered or authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada; (b) the fund has no promoter or investment fund manager other than the trust company or trust corporation; (c) the fund commingles the money of different estates and trusts for the purpose of facilitating investment. (2) The exemption in subsection (1) is not available to a trust company or trust corporation registered under the laws of Prince Edward Island unless it is also registered under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada. (3) This section does not apply in Ontario. Note: In Ontario, subsection 35.1 of the Securities Act (Ontario) provides a general exemption from the registration requirement for trust companies, trust corporations and other specified financial institutions. Division 4 Mobility exemption – firms 8.30 Client mobility exemption – firms The dealer registration requirement and the adviser registration requirement do not apply to a person or company if all of the following apply: (a) the person or company is registered as a dealer or adviser in its principal jurisdiction; (b) the person or company does not act as a dealer, underwriter or adviser in the local jurisdiction other than as it is permitted to in its principal jurisdiction according to its registration; (c) the person or company does not act as a dealer, underwriter or adviser in the local jurisdiction other than in respect of 10 or fewer eligible clients; (d) the person or company complies with Parts 13 Dealing with clients - individuals and firms and 14 Handling client accounts - firms; (e) the person or company deals fairly, honestly and in good faith in the course of its dealings with an eligible client. PART 9 MEMBERSHIP IN A SELF-REGULATORY ORGANIZATION 9.1 IIROC membership for investment dealers An investment dealer must not act as a dealer unless the investment dealer is a “dealer member”, as defined under the rules of IIROC. 9.2 MFDA membership for mutual fund dealers Except in Québec, a mutual fund dealer must not act as a dealer unless the mutual fund dealer is a “member”, as defined under the rules of the MFDA. 9.3 Exemptions from certain requirements for IIROC members (1) Unless it is also registered as an investment fund manager, an investment dealer that is a member of IIROC is exempt from the following provisions: (a) section 12.1 [capital requirements]; 1838 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) section 12.2 [subordination agreement]; (c) section 12.3 [insurance – dealer]; (d) section 12.6 [global bonding or insurance]; (e) section 12.7 [notifying the regulator of a change, claim or cancellation]; (f) section 12.10 [annual financial statements]; (g) section 12.11 [interim financial information]; (h) section 12.12 [delivering financial information – dealer]; (i) subsection 13.2(3) [know your client]; (j) section 13.3 [suitability determination]; (j.1) section 13.3.1 [waivers]; (k) section 13.12 [restriction on borrowing from, or lending to, clients]; (l) section 13.13 [disclosure when recommending the use of borrowed money]; (l.1) section 13.15 [handling complaints]; (m) subsections 14.2(2) to (6) [relationship disclosure information]; (m.1) section 14.2.1 [pre-trade disclosure of charges]; (m.2) section 14.5.2 [restriction on self-custody and qualified custodian requirement] (m.3) section 14.5.3 [cash and securities held by a qualified custodian]; (n) section 14.6 [client and investment fund assets held by a registered firm in trust]; (n.1) section 14.6.1 [custodial provisions relating to certain margin or security interests]; (n.2) section 14.6.2 [custodial provisions relating to short sales]; (o) Repealed. 8 Dec 2017 SR 122/2017 s4. (p) Repealed. 8 Dec 2017 SR 122/2017 s4. (p.1) section 14.11.1 [determining market value]; (q) section 14.12 [content and delivery of trade confirmation]; (r) section 14.14 [account statements]; (s) section 14.14.1 [additional statements]; (t) section 14.14.2 [security position cost information]; (u) section 14.17 [report on charges and other compensation]; (v) section 14.18 [investment performance report]; (w) section 14.19 [content of investment performance report]; (x) section 14.20 [delivery of report on charges and other compensation and investment performance report]. 1839 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (1.1) Subsection (1) only applies to a registered firm in respect of a requirement specified in any of paragraphs (1)(a) to (x) if the registered firm complies with the corresponding IIROC provisions that are in effect. (2) If a an investment dealer is a member of IIROC and is registered as an investment fund manager, the firm is exempt from the following provisions: (a) section 12.3 [insurance - dealer]; (b) section 12.6 [global bonding or insurance]; (c) section 12.12 [delivering financial information - dealer]; (d) subsection 13.2(3) [know your client]; (e) section 13.3 [suitability determination]; (e.1) section 13.3.1 [waivers]; (f) section 13.12 [restriction on borrowing from, or lending to, clients]; (g) section 13.13 [disclosure when recommending the use of borrowed money]; (h) section 13.15 [handling complaints]; (i) subsections 14.2(2) to (6) [relationship disclosure information] (i.1) section 14.2.1 [pre-trade disclosure of charges]; (i.2) section 14.5.2 [restriction on self-custody and qualified custodian requirement]; (i.3) section 14.5.3 [cash and securities held by a qualified custodian]; (j) section 14.6 [client and investment fund assets held by a registered firm in trust]; (j.1) section 14.6.1 [custodial provisions relating to certain margin or security interests]; (j.2) section 14.6.2 [custodial provisions relating to short sales]; (k) Repealed. 8 Dec 2017 SR 122/2017 s4. (l) Repealed. 8 Dec 2017 SR 122/2017 s4. (l.1) section 14.11.1 [determining market value]; (m) section 14.12 [content and delivery of trade confirmation]; (n) section 14.17 [report on charges and other compensation]; (o) section 14.18 [investment performance report]; (p) section 14.19 [content of investment performance report]; (q) section 14.20 [delivery of report on charges and other compensation and investment performance report]. (2.1) Subsection (2) only applies to a registered firm in respect of a requirement specified in any of paragraphs (2)(a) to (q) if the registered firm complies with the corresponding IIROC provisions that are in effect. 1840 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) A registered firm that is a member of the MFDA is exempt from each requirement listed in subsection (1) that applies to a mutual fund dealer other than the following: (a) subsection 13.2(3) [know your client]; (b) section 13.12 [restriction on lending to clients]. (4) Despite subsection (3), if a registered firm is a member of the MFDA and is registered as an investment fund manager, the firm is not exempt from the following requirements: (a) section 12.1 [capital requirements]; (b) section 12.2 [notifying the regulator of a subordination agreement]; (c) section 12.7 [notifying the regulator of a change, claim or cancellation]; (d) section 12.10 [annual financial statements]; (e) section 12.11 [interim financial information]. (5) Subsection (3) does not apply in Québec. (6) In Québec, the requirements listed in subsection (1), other than subsection 13.2(3) [know your client] and section 13.12 [restriction on lending to clients] do not apply to a mutual fund dealer if the registrant complies with the applicable regulations on mutual fund dealer in Québec.

9.4 Exemptions from certain requirements for MFDA members (1) Unless it is also registered as an exempt market dealer, a scholarship plan dealer or an investment fund manager, a mutual fund dealer that is a member of the MFDA is exempt from the following provisions (a) section 12.1 [capital requirements]; (b) section 12.2 [subordination agreement]; (c) section 12.3 [insurance - dealer]; (d) section 12.6 [global bonding or insurance]; (e) section 12.7 [notifying the regulator of a change, claim or cancellation]; (f) section 12.10 [annual financial statements]; (g) section 12.11 [interim financial information]; (h) section 12.12 [delivering financial information - dealer]; (i) section 13.3 [suitability determination]; (i.1) section 13.3.1 [waivers]; (j) section 13.12 [restriction on borrowing from, or lending to, clients]; (k) section 13.13 [disclosure when recommending the use of borrowed money]; (l) section 13.15 [handling complaints]; 1841 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (m) subsections 14.2(2), (3) and (5.1) [relationship disclosure information]; (m.1) section 14.2.1 [pre-trade disclosure of charges]; (m.2) section 14.5.2 [restriction on self-custody and qualified custodian requirement]; (m.3) section 14.5.3 [cash and securities held by a qualified custodian]; (n) section 14.6 [client and investment fund assets held by a registered firm in trust]; (n.1) section 14.6.1 [custodial provisions relating to certain margin or security interests]; (n.2) section 14.6.2 [custodial provisions relating to short sales]; (o) Repealed. 8 Dec 2017 SR 122/2017 s4. (p) Repealed. 8 Dec 2017 SR 122/2017 s4. (p.1) section 14.11.1 [determining market value]; (q) section 14.12 [content and delivery of trade confirmation]; (r) section 14.14 [account statements]; (s) section 14.14.1 [additional statements]; (t) section 14.14.2 [security position cost information]; (u) section 14.17 [report on charges and other compensation]; (v) section 14.18 [investment performance report]; (w) section 14.19 [content of investment performance report]; (x) section 14.20 [delivery of report on charges and other compensation and investment performance report]. (1.1) Subsection (1) only applies to a registered firm in respect of a requirement specified in any of paragraphs (1)(a) to (x) if the registered firm complies with the corresponding MFDA provisions that are in effect. (1.2) In Québec, the requirements listed in paragraphs (a) to (g), paragraphs (i) to (m) and paragraphs (p.1) to (x) of subsection (1) do not apply to a mutual fund dealer, to the extent equivalent requirements to those listed in these subparagraphs are applicable to the mutual fund dealer under the regulations in Québec. (1.3) Despite subsections (1) and (2), in Québec, only the exemptions from the requirements specified in paragraphs (m.2), (m.3), (n), (n.1) and (n.2) of subsection (1) apply to a mutual fund dealer that is a member of the MFDA if the mutual fund dealer complies with the corresponding MFDA provisions that are in effect. 1842 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) If a registered firm is a mutual fund dealer that is a member of the MFDA and is registered as an exempt market dealer, scholarship plan dealer or investment fund manager, the firm is exempt from the following provisions: (a) section 12.3 [insurance - dealer]; (b) section 12.6 [global bonding or insurance]; (c) section 13.3 [suitability determination]; (c.1) section 13.3.1 [waivers]; (d) section 13.12 [restriction on borrowing from, or lending to, clients]; (e) section 13.13 [disclosure when recommending the use of borrowed money]; (f) section 13.15 [handling complaints]; (g) subsections 14.2(2), (3) and (5.1) [relationship disclosure information]; (g.1) section 14.2.1 [pre-trade disclosure of charges]; (g.2) section 14.5.2 [restriction on self-custody and qualified custodian requirement]; (g.3) section 14.5.3 [cash and securities held by a qualified custodian]; (h) section 14.6 [client and investment fund assets held by a registered firm in trust]; (h.1) section 14.6.1 [custodial provisions relating to certain margin or security interests]; (h.2) section 14.6.2 [custodial provisions relating to short sales]; (i) Repealed. 8 Dec 2017 SR 122/2017 s4. (j) Repealed. 8 Dec 2017 SR 122/2017 s4. (j.1) section 14.11.1 [determining market value]; (k) section 14.12 [content and delivery of trade confirmation]; (l) section 14.17 [report on charges and other compensation]; (m) section 14.18 [investment performance report]; (n) section 14.19 [content of investment performance report]; (o) section 14.20 [delivery of report on charges and other compensation and investment performance report]. (2.1) Subsection (2) only applies to a registered firm in respect of a requirement specified in any of paragraphs (2)(a) to (o) if the registered firm complies with the corresponding MFDA provisions that are in effect. (3) Repealed. 24 Jan 2020 SR 1/2020 s2. (4) Repealed. 24 Jan 2020 SR 1/2020 s2. 1843 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 10 SUSPENSION AND REVOCATION OF REGISTRATION - FIRMS Division 1 When a firm’s registration is suspended 10.1 Failure to pay fees (1) In this section, “annual fees” means: (a) in Alberta, the fees required under section 5 of ASC Rule 13-501 Fees; (b) in British Columbia, the annual fees required under section 22 of the Securities Regulation, B.C. Reg. 196/97; (c) in Manitoba, the fees required under paragraph 1.(2)(a) of the Manitoba Fee Regulation, M.R 491\88R; (d) in New Brunswick, the fees required under section 2.2 (c) of Local Rule 11-501 Fees; (e) in Newfoundland and Labrador, the fees required under section 143 of the Securities Act; (f) in Nova Scotia, the fees required under Part XIV of the Regulations; (g) in Northwest Territories, the fees required under sections 1(c) and 1(e) of the Securities Fee regulations, R-066-2008; (h) in Nunavut, the fees required under section 1(a) of the Schedule to R-003-2003 to the Securities Fee regulation, R.R.N.W.T. 1990, c.20; (i) in Prince Edward Island, the fees required under section 175 of the Securities Act R.S.P.E.I., Cap. S-3.1; (j) in Québec, the fees required under section 271.5 of the Québec Securities Regulation; (k) in Saskatchewan, the annual registration fees required under section 176 of The Securities Regulations (Saskatchewan); and (l) in Yukon, the fees required under O.I.C. 2009\66, pursuant to section 168 of the Securities Act. (2) If a registered firm has not paid the annual fees by the 30th day after the date the annual fees were due, the registration of the firm is suspended until reinstated or revoked under securities legislation. 10.2 If IIROC membership is revoked or suspended If IIROC revokes or suspends a registered firm’s membership, the firm’s registration in the category of investment dealer is suspended until reinstated or revoked under securities legislation. 10.3 If MFDA membership is revoked or suspended Except in Québec, if the MFDA revokes or suspends a registered firm’s membership, the firm’s registration in the category of mutual fund dealer is suspended until reinstated or revoked under securities legislation. 1844 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 10.4 Activities not permitted while a firm”s registration is suspended If a registered firm’s registration in a category is suspended, the firm must not act as a dealer, an underwriter, an adviser, or an investment fund manager, as the case may be, under that category. Division 2 Revoking a firm’s registration 10.5 Revocation of a suspended registration – firm If a registration has been suspended under this Part and it has not been reinstated, the registration is revoked on the 2nd anniversary of the suspension. 10.6 Exception for firms involved in a hearing or proceeding Despite section 10.5, if a hearing or proceeding concerning a suspended registrant is commenced under securities legislation or under the rules of an SRO, the registrant’s registration remains suspended. 10.7 Application of Part 10 in Ontario Other than section 10.4 [activities not permitted while a firm’s registration is suspended], this Part does not apply in Ontario. Note: In Ontario, measures governing suspension in section 29 of the Securities Act (Ontario) are similar to those in Parts 6 and 10. PART 11 INTERNAL CONTROL AND SYSTEMS Division 1 Compliance 11.1 Compliance system and training (1) A registered firm must establish, maintain and apply policies and procedures that establish a system of controls and supervision sufficient to: (a) provide reasonable assurance that the firm and each individual acting on its behalf complies with securities legislation; and (b) manage the risks associated with its business in accordance with prudent business practices. (2) A registered firm must provide training to its registered individuals on compliance with securities legislation including, without limitation, the obligations under sections 13.2, 13.2.1, 13.3, 13.4 and 13.4.1. 11.2 Designating an ultimate designated person (1) A registered firm must designate an individual who is registered under securities legislation in the category of ultimate designated person to perform the functions described in section 5.1 [responsibilities of the ultimate designated person]. (2) A registered firm must designate an individual under subsection (1) who is one of the following: (a) the chief executive officer of the registered firm or, if the firm does not have a chief executive officer, an individual acting in a capacity similar to a chief executive officer; 1845 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the sole proprietor of the registered firm; (c) the officer in charge of a division of the registered firm, if the activity that requires the firm to register occurs only within the division and the firm has significant other business activities. (3) If an individual who is registered as a registered firm’s ultimate designated person ceases to meet any of the conditions listed in subsection (2), the registered firm must designate another individual to act as its ultimate designated person. 11.3 Designating a chief compliance officer (1) A registered firm must designate an individual who is registered under securities legislation in the category of chief compliance officer to perform the functions described in section 5.2 [responsibilities of the chief compliance officer]. (2) A registered firm must not designate an individual to act as the firm’s chief compliance officer unless the individual has satisfied the applicable conditions in Part 3 Registration requirements – individuals and the individual is one of the following: (a) an officer or partner of the registered firm; (b) the sole proprietor of the registered firm. (3) If an individual who is registered as a registered firm’s chief compliance officer ceases to meet any of the conditions listed in subsection (2), the registered firm must designate another individual to act as its chief compliance officer. 11.4 Providing access to the board of directors A registered firm must permit its ultimate designated person and its chief compliance officer to directly access the firm’s board of directors, or individuals acting in a similar capacity for the firm, at such times as the ultimate designated person or the chief compliance officer may consider necessary or advisable in view of his or her responsibilities. Division 2 Books and records 11.5 General requirements for records (1) A registered firm must maintain records to: (a) accurately record its business activities, financial affairs, and client transactions; and (b) demonstrate the extent of the firm’s compliance with applicable requirements of securities legislation. (2) The records required under subsection (1) include, but are not limited to, records that do the following: (a) permit timely creation and audit of financial statements and other financial information required to be filed or delivered to the securities regulatory authority; (b) permit determination of the registered firm’s capital position; (c) demonstrate compliance with the registered firm’s capital and insurance requirements; (d) demonstrate compliance with internal control procedures; 1846 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (e) demonstrate compliance with the firm’s policies and procedures; (f) permit the identification and segregation of client cash, securities, and other property; (g) identify all transactions conducted on behalf of the registered firm and each of its clients, including the parties to the transaction and the terms of the purchase or sale; (h) provide an audit trail for: (i) client instructions and orders; and (ii) each trade transmitted or executed for a client or by the registered firm on its own behalf; (i) permit the generation of account activity reports for clients; (j) provide securities pricing as may be required by securities legislation; (k) document the opening of client accounts, including any agreements with clients; (l) demonstrate compliance with sections 13.2, 13.2.01, 13.2.1 and 13.3; (m) demonstrate compliance with complaint-handling requirements; (n) document correspondence with clients; (o) document compliance, training and supervision actions taken by the firm; (p) demonstrate compliance with Part 13, Division 2 [conflicts of interest]; (q) document (i) the firm’s sales practices, compensation arrangements and incentive practices, and (ii) other compensation arrangements and incentive practices from which the firm or its registered individuals, or any affiliate or associate of that firm, benefit; (r) demonstrate compliance with section 13.18 [misleading communications]; (s) demonstrate compliance with section 13.19. 11.6 Form, accessibility and retention of records (1) A registered firm must keep a record that it is required to keep under securities legislation: (a) for 7 years from the date the record is created; (b) in a safe location and in a durable form; and (c) in a manner that permits it to be provided to the regulator or, in Québec, the securities regulatory authority in a reasonable period of time. (2) A record required to be provided to the regulator or, in Québec, the securities regulatory authority must be provided in a format that is capable of being read by the regulator or the securities regulatory authority. (3) Paragraph (1)(c) does not apply in Ontario. 1847 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Note: In Ontario, how quickly a registered firm is required to provide information to the regulator is addressed in subsection 19(3) of the Securities Act (Ontario). Division 3 Certain business transactions 11.7 Tied settling of securities transactions A registered firm must not require a person or company to settle that person’s or company’s transaction with the registered firm through that person’s or company’s account at a Canadian financial institution as a condition, or on terms that would appear to a reasonable person to be a condition, of supplying a product or service, unless this method of settlement would be, to a reasonable person, necessary to provide the specific product or service that the person or company has requested. 11.8 Tied selling A dealer, adviser or investment fund manager must not require another person or company: (a) to buy, sell or hold a security as a condition, or on terms that would appear to a reasonable person to be a condition, of supplying or continuing to supply a product or service; or (b) to buy, sell or use a product or service as a condition, or on terms that would appear to a reasonable person to be a condition, of buying or selling a security. 11.9 Registrant acquiring a registered firm’s securities or assets (1) A registrant must give the regulator or, in Québec, the securities regulatory authority written notice in accordance with subsection (2) if it proposes to acquire any of the following: (a) for the first time, direct or indirect ownership, beneficial or otherwise, of 10% or more of the voting securities or other securities convertible into voting securities of (i) a firm registered in any jurisdiction of Canada or any foreign jurisdiction, or (ii) a person or company of which a firm registered in any jurisdiction of Canada or any foreign jurisdiction is a subsidiary; (b) all or a substantial part of the assets of a firm registered in any jurisdiction of Canada or any foreign jurisdiction. (2) The notice required under subsection (1) must be delivered to the regulator or, in Québec, the securities regulatory authority at least 30 days before the proposed acquisition and must include all relevant facts regarding the acquisition sufficient to enable the regulator or the securities regulatory authority to determine if the acquisition is: (a) likely to give rise to a conflict of interest; (b) likely to hinder the registered firm in complying with securities legislation; (c) inconsistent with an adequate level of investor protection; or (d) otherwise prejudicial to the public interest. (3) Repealed. 27 Feb 2015 SR 9/2015 s58. 1848 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (4) Except in Ontario and British Columbia, if, within 30 days of the receipt of a notice under subsection (1), the regulator or, in Québec, the securities regulatory authority notifies the registrant making the acquisition that the regulator or, in Québec, the securities regulatory authority objects to the acquisition, the acquisition must not occur until the regulator or the securities regulatory authority approves it. (5) In Ontario, if, within 30 days of the receipt of a notice under subparagraph (1) (a) (i) or paragraph (1)(b), the regulator notifies the registrant making the acquisition that the regulator objects to the acquisition, the acquisition must not occur until the regulator approves it. (6) Following receipt of a notice of objection under subsection (4) or (5), the person or company who submitted the notice under subsection (1) may request an opportunity to be heard on the matter by the regulator or, in Québec, the securities regulatory authority objecting to the acquisition. 11.10 Registered firm whose securities are acquired (1) A registered firm must give the regulator or, in Québec, the securities regulatory authority written notice in accordance with subsection (2) if it knows or has reason to believe that any person or company, alone or in combination with any other person or company, is about to acquire, or has acquired, for the first time, direct or indirect ownership, beneficial or otherwise, of 10% or more of the voting securities or other securities convertible into voting securities of any of the following: (a) the registered firm; (b) a person or company of which the registered firm is a subsidiary. (2) The notice required under subsection (1) must: (a) be delivered to the regulator or, in Québec, the securities regulatory authority as soon as possible; (b) include the name of each person or company involved in the acquisition; and (c) include all facts that to the best of the registered firm’s knowledge after reasonable inquiry regarding the acquisition are sufficient to enable the regulator or the securities regulatory authority to determine if the acquisition is (i) likely to give rise to a conflict of interest, (ii) likely to hinder the registered firm in complying with securities legislation, (iii) inconsistent with an adequate level of investor protection, or (iv) otherwise prejudicial to the public interest. (3) Repealed. 27 Feb 2015 SR 9/2015 s59. (4) This section does not apply if notice of the acquisition was provided under section 11.9 [registrant acquiring a registered firm’s securities or assets]. 1849 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (5) Except in British Columbia and Ontario, if, within 30 days of the receipt of a notice under subsection (1), the regulator or the securities regulatory authority notifies the person or company making the acquisition that the regulator or, in Québec, the securities regulatory authority objects to the acquisition, the acquisition must not occur until the regulator or the securities regulatory authority approves it. (6) In Ontario, if, within 30 days of the receipt of a notice under paragraph (1) (a), the regulator notifies the person or company making the acquisition that the regulator objects to the acquisition, the acquisition must not occur until the regulator approves it. (7) Following receipt of a notice of objection under subsection (5) or (6), the person or company proposing to make the acquisition may request an opportunity to be heard on the matter by the regulator or, in Québec, the securities regulatory authority objecting to the acquisition. PART 12 FINANCIAL CONDITION Division 1 Working capital 12.1 Capital requirements (1) If, at any time, the excess working capital of a registered firm, as calculated in accordance with Form 31-103F1 Calculation of Excess Working Capital, is less than zero, the registered firm must notify the regulator or, in Québec, the securities regulatory authority as soon as possible. (2) The excess working capital of a registered firm, as calculated in accordance with Form 31-103F1 Calculation of Excess Working Capital, must not be less than zero for 2 consecutive days. (3) For the purpose of completing Form 31-103F1 Calculation of Excess Working Capital, the minimum capital is: (a) $25,000, for a registered adviser that is not also a registered dealer or a registered investment fund manager; (b) $50,000, for a registered dealer that is not also a registered investment fund manager; and (c) $100,000, for a registered investment fund manager. (4) Paragraph (3)(c) does not apply to a registered investment fund manager that is exempt from the dealer registration requirement under section 8.6 [investment fund trades by adviser to managed account] in respect of all investment funds for which it acts as adviser. (5) This section does not apply to a an investment dealer that is a member of IIROC and is registered as an investment fund manager if all of the following apply: (a) the firm has a minimum capital of not less than $100,000 as calculated in accordance with IIROC Form 1 Joint Regulatory Financial Questionnaire and Report; 1850 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the firm notifies the regulator or, in Québec, the securities regulatory authority as soon as possible if, at any time, the firm’s risk adjusted capital, as calculated in accordance with IIROC Form 1 Joint Regulatory Financial Questionnaire and Report, is less than zero; (c) the risk adjusted capital of the firm, as calculated in accordance with IIROC Form 1 Joint Regulatory Financial Questionnaire and Report, is not less than zero for 2 consecutive days. (6) This section does not apply to a mutual fund dealer that is a member of the MFDA if it is also registered as an exempt market dealer, a scholarship plan dealer or an investment fund manager and if all of the following apply: (a) the firm has a minimum capital, as calculated in accordance with MFDA Form 1 MFDA Financial Questionnaire and Report, of not less than: (i) $50,000, if the firm is registered as an exempt market dealer or scholarship plan dealer; (ii) $100,000, if the firm is registered as an investment fund manager; (b) the firm notifies the regulator or, in Québec, the securities regulatory authority as soon as possible if, at any time, the firm’s risk adjusted capital, as calculated in accordance with MFDA Form 1 MFDA Financial Questionnaire and Report, is less than zero; (c) the risk adjusted capital of the firm, as calculated in accordance with MFDA Form 1 MFDA Financial Questionnaire and Report, is not less than zero for 2 consecutive days. 12.2 Subordination agreement (1) If a registered firm has entered into a subordination agreement in the form set out in Appendix B, it may exclude the amount of non-current related party debt subordinated under that agreement from the calculation of its excess working capital on Form 31-103F1 Calculation of Excess Working Capital. (2) The registered firm must deliver an executed copy of the subordination agreement referred to subsection (1) to the regulator or, in Québec, the securities regulatory authority on the earliest of the following dates: (a) 10 days after the date on which the subordination agreement is executed; (b) the date on which the amount of the subordinated debt is excluded from the registered firm’s non-current related party debt as calculated on Form 31-103F1 Calculation of Excess Working Capital. (3) The registered firm must notify the regulator or, in Québec, the securities regulatory authority 10 days before it (a) repays the loan or any part of the loan, or (b) terminates the agreement. 1851 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Division 2 Insurance 12.3 Insurance – dealer (1) A registered dealer must maintain bonding or insurance: (a) that contains the clauses set out in Appendix A [bonding and insurance clauses]; and (b) that provides for a double aggregate limit or a full reinstatement of coverage. (2) A registered dealer must maintain bonding or insurance in respect of each clause set out in Appendix A in the highest of the following amounts for each clause: (a) $50,000 per employee, agent and dealing representative or $200,000, whichever is less; (b) one per cent of the total client assets that the dealer holds or has access to, as calculated using the dealer’s most recent financial records, or $25,000,000, whichever is less; (c) one per cent of the dealer’s total assets, as calculated using the dealer’s most recent financial records, or $25,000,000, whichever is less; (d) the amount determined to be appropriate by a resolution of the dealer’s board of directors, or individuals acting in a similar capacity for the firm. (3) In Québec, this section does not apply to a scholarship plan dealer or a mutual fund dealer registered only in Québec. 12.4 Insurance – adviser (1) A registered adviser must maintain bonding or insurance: (a) that contains the clauses set out in Appendix A [bonding and insurance clauses]; and (b) that provides for a double aggregate limit or a full reinstatement of coverage. (2) A registered adviser that does not hold or have access to client assets must maintain bonding or insurance in respect of each clause set out in Appendix A in the amount of $50,000 for each clause. (3) A registered adviser that holds or has access to client assets must maintain bonding or insurance in respect of each clause set out in Appendix A in the highest of the following amounts for each clause: (a) one per cent of assets under management that the adviser holds or has access to, as calculated using the adviser’s most recent financial records, or $25,000,000, whichever is less; (b) one per cent of the adviser’s total assets, as calculated using the adviser’s most recent financial records, or $25,000,000, whichever is less; (c) $200,000; (d) the amount determined to be appropriate by a resolution of the adviser’s board of directors or individuals acting in a similar capacity for the firm. 1852 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 12.5 Insurance – investment fund manager (1) A registered investment fund manager must maintain bonding or insurance: (a) that contains the clauses set out in Appendix A [bonding and insurance clauses]; and (b) that provides for a double aggregate limit or a full reinstatement of coverage. (2) A registered investment fund manager must maintain bonding or insurance in respect of each clause set out in Appendix A in the highest of the following amounts for each clause: (a) one per cent of assets under management, as calculated using the investment fund manager’s most recent financial records, or $25,000,000, whichever is less; (b) one per cent of the investment fund manager’s total assets, as calculated using the investment fund manager’s most recent financial records, or $25,000,000, whichever is less; (c) $200,000; (d) the amount determined to be appropriate by a resolution of the investment fund manager’s board of directors or individuals acting in a similar capacity for the firm. 12.6 Global bonding or insurance A registered firm must not maintain bonding or insurance under this Division that benefits, or names as an insured, another person or company unless the bond provides, without regard to the claims, experience or any other factor referable to that other person or company, the following: (a) the registered firm has the right to claim directly against the insurer in respect of losses, and any payment or satisfaction of those losses must be made directly to the registered firm; (b) the individual or aggregate limits under the policy must only be affected by claims made by or on behalf of: (i) the registered firm; or (ii) a subsidiary of the registered firm whose financial results are consolidated with those of the registered firm. 12.7 Notifying the regulator or the securities regulatory authority of a change, claim or cancellation (1) A registered firm must, as soon as possible, notify the regulator or, in Québec, the securities regulatory authority in writing of any change in, claim made under, or cancellation of any bonding or insurance required under this Division. (2) Subsection (1) does not apply with respect to a renewal of bonding or insurance if the term of the renewal is for a period of at least one year and the insurance policy had not lapsed at the time of renewal. 1853 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Division 3 Audits 12.8 Direction by the regulator or the securities regulatory authority to conduct an audit or review A registered firm must direct its auditor in writing to conduct any audit or review required by the regulator or, in Québec, the securities regulatory authority during its registration and must deliver a copy of the direction to the regulator or the securities regulatory authority: (a) with its application for registration; and (b) no later than the 10th day after the registered firm changes its auditor. 12.9 Co-operating with the auditor A registrant must not withhold, destroy or conceal any information or documents or otherwise fail to cooperate with a reasonable request made by an auditor of the registered firm in the course of an audit. Division 4 Financial reporting 12.10 Annual financial statements (1) Annual financial statements delivered to the regulator or, in Québec, the securities regulatory authority under this Division for financial years beginning on or after January 1, 2011 must include the following: (a) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows, each prepared for the most recently completed financial year and the financial year immediately preceding the most recently completed financial year, if any; (b) a statement of financial position, signed by at least one director of the registered firm, as at the end of the most recently completed financial year and the financial year immediately preceding the most recently completed financial year, if any; (c) notes to the financial statements. (2) The annual financial statements delivered to the regulator or, in Québec, the securities regulatory authority under this Division must be audited. (3) Repealed. 8 Jly 2011 SR 41/2011 s24. 12.11 Interim financial information (1) Interim financial information delivered to the regulator or, in Québec, the securities regulatory authority under this Division for interim periods relating to financial years beginning on or after January 1, 2011 may be limited to the following: (a) a statement of comprehensive income for the 3-month period ending on the last day of the interim period and for the same period of the immediately preceding financial year, if any; (b) a statement of financial position, signed by at least one director of the registered firm, as at the end of the interim period and as at the end of the same interim period of the immediately preceding financial year, if any. 1854 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) The interim financial information delivered to the regulator or, in Québec, the securities regulatory authority under this Division must be prepared using the same accounting principles that the registered firm uses to prepare its annual financial statements. 12.12 Delivering financial information – dealer (1) A registered dealer must deliver the following to the regulator or, in Québec, the securities regulatory authority no later than the 90th day after the end of its financial year: (a) its annual financial statements for the financial year; (b) a completed Form 31-103F1 Calculation of Excess Working Capital, showing the calculation of the dealer’s excess working capital as at the end of the financial year and as at the end of the immediately preceding financial year, if any. (2) A registered dealer must deliver the following to the regulator or, in Québec, the securities regulatory authority no later than the 30th day after the end of the first, second and third interim period of its financial year: (a) its interim financial information for the interim period; (b) a completed Form 31-103F1 Calculation of Excess Working Capital, showing the calculation of the dealer’s excess working capital as at the end of the interim period and as at the end of the immediately preceding interim period, if any. (2.1) If a registered firm is a mutual fund dealer that is a member of the MFDA and is registered as an exempt market dealer or scholarship plan dealer, the firm is exempt from paragraphs (1) (b) and (2)(b) if all of the following apply: (a) the firm has a minimum capital of not less than $50,000 as calculated in accordance with MFDA Form 1 MFDA Financial Questionnaire and Report; (b) the firm delivers to the regulator or, in Québec, the securities regulatory authority a completed MFDA Form 1 MFDA Financial Questionnaire and Report, no later than 90 days after the end of its financial year, that shows the calculation of the firm’s risk adjusted capital as at the end of the financial year and as at the end of the immediately preceding financial year, if any; (c) the firm delivers to the regulator or, in Québec, the securities regulatory authority a completed MFDA Form 1 MFDA Financial Questionnaire and Report, no later than 30 days after the end of the first, second and third interim period of its financial year, that shows the calculation of the firm’s risk adjusted capital as at the end of the interim period and as at the end of the immediately preceding month, if any. (3) Subsection (2) does not apply to an exempt market dealer unless it is also registered in another category, other than the portfolio manager or restricted portfolio manager category. 1855 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (4) Despite paragraph (1)(b), in Québec, a firm registered only in that jurisdiction and only in the category of mutual fund dealer may deliver to the securities regulatory authority, no later than the 90th day after the end of its financial year, the Monthly Report on Net Free Capital provided in Appendix I of the Regulation respecting the trust accounts and financial resources of securities firms, as that Appendix read on September 27, 2009, that shows the calculation of the firm’s net free capital as at the end of its financial year and as at the end of the immediately preceding financial year, if any. (5) Despite paragraph (2)(b), in Québec, a firm registered only in that jurisdiction and only in the category of mutual fund dealer may deliver to the securities regulatory authority, no later than the 30th day after the end of the first, second and third interim period of its financial year, the Monthly Report on Net Free Capital provided in Appendix I of the Regulation respecting the trust accounts and financial resources of securities firms, as that Appendix read on September 27, 2009, that shows the calculation of the firm’s net free capital as at the end of the interim period and as at the end of the immediately preceding interim period, if any. 12.13 Delivering financial information – adviser A registered adviser must deliver the following to the regulator or, in Québec, the securities regulatory authority no later than the 90th day after the end of its financial year: (a) its annual financial statements for the financial year; (b) a completed Form 31-103F1 Calculation of Excess Working Capital, showing the calculation of the adviser’s excess working capital as at the end of the financial year and as at the end of the immediately preceding financial year, if any. 12.14 Delivering financial information – investment fund manager (1) A registered investment fund manager must deliver the following to the regulator or, in Québec, the securities regulatory authority no later than the 90th day after the end of its financial year: (a) its annual financial statements for the financial year; (b) a completed Form 31-103F1 Calculation of Excess Working Capital, showing the calculation of the investment fund manager’s excess working capital as at the end of the financial year and as at the end of the immediately preceding financial year, if any; (c) a completed Form 31-103F4 Net Asset Value Adjustments if any net asset value adjustment has been made in respect of an investment fund managed by the investment fund manager during the financial year. (2) A registered investment fund manager must deliver the following to the regulator or, in Québec, the securities regulatory authority no later than the 30th day after the end of the first, second and third interim period of its financial year: (a) its interim financial information for the interim period; 1856 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) a completed Form 31-103F1 Calculation of Excess Working Capital, showing the calculation of the investment fund manager’s excess working interim period as at the end of the interim period and as at the end of the immediately preceding interim period, if any; (c) a completed Form 31-103F4 Net Asset Value Adjustments if any net asset value adjustment has been made in respect of an investment fund managed by the investment fund manager during the interim period. (3) Repealed. 27 Feb 2015 SR 9/2015 s63. (4) If a registered firm is an investment dealer that is a member of IIROC and is registered as an investment fund manager, the firm is exempt from paragraphs (1) (b) and (2)(b) if: (a) the firm has a minimum capital of not less than $100,000, as calculated in accordance with IIROC Form 1 Joint Regulatory Financial Questionnaire and Report; (b) the firm delivers to the regulator or, in Québec, the securities regulatory authority a completed IIROC Form 1 Joint Regulatory Financial Questionnaire and Report, no later than 90 days after the end of its financial year, that shows the calculation of the firm’s risk adjusted capital as at the end of the financial year and as at the end of the immediately preceding financial year, if any; and (c) the firm delivers to the regulator or, in Québec, the securities regulatory authority a completed IIROC Form 1 Joint Regulatory Financial Questionnaire and Report, no later than 30 days after the end of the first, second and third interim period of its financial year, that shows the calculation of the firm’s risk adjusted capital as at the end of the interim period and as at the end of the immediately preceding month, if any. (5) If a registered firm is a mutual fund dealer that is a member of the MFDA and is registered as an investment fund manager, the firm is exempt from paragraphs (1)(b) and (2)(b) if: (a) the firm has a minimum capital of not less than $100,000, as calculated in accordance with MFDA Form 1 MFDA Financial Questionnaire and Report; (b) the firm delivers to the regulator or, in Québec, the securities regulatory authority a completed MFDA Form 1 MFDA Financial Questionnaire and Report, no later than 90 days after the end of its financial year, that shows the calculation of the firm’s risk adjusted capital as at the end of the financial year and as at the end of the immediately preceding financial year, if any; and (c) the firm delivers to the regulator or, in Québec, the securities regulatory authority a completed MFDA Form 1 MFDA Financial Questionnaire and Report, no later than 30 days after the end of the first, second and third interim period of its financial year, that shows the calculation of the firm’s risk adjusted capital as at the end of the interim period and as at the end of the immediately preceding month, if any. 12.15 Exemptions for financial years beginning in 2011 (1) Despite subsections 12.10(1), 12.11(1), 12.12(1) and (2), 12.13 and 12.14(1) and (2), the annual financial statements, the interim financial information, and the completed Form 31-103F1 Calculation of Excess Working Capital, for a financial year beginning in 2011 or for interim periods relating to a financial year beginning in 2011 may exclude comparative information for the preceding financial period. 1857 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) Despite subsection 12.12(2), the first interim financial information, and the first completed Form 31-103F1 Calculation of Excess Working Capital, required to be delivered in respect of an interim period beginning on or after January 1, 2011 must be delivered no later than the 45th day after the end of the interim period. (3) Despite subsection 12.14(2), the first interim financial information, the first completed Form 31-103F1 Calculation of Excess Working Capital, and the description of any net asset value adjustment, required to be delivered in respect of an interim period beginning on or after January 1, 2011 must be delivered no later than the 45th day after the end of the interim period. PART 13 DEALING WITH CLIENTS - INDIVIDUALS AND FIRMS Division 1 Know your client, know your product and suitability determination 13.1 Investment fund managers exempt from this Division This Division does not apply to an investment fund manager in respect of its activities as an investment fund manager. 13.2 Know your client (1) For the purpose of paragraph (2)(b) in Ontario, Nova Scotia and New Brunswick, “insider” has the meaning ascribed to that term in the Securities Act except that “reporting issuer”, as it appears in the definition of “insider”, is to be read as “reporting issuer or any other issuer whose securities are publicly traded”. (2) A registrant must take reasonable steps to: (a) establish the identity of a client and, if the registrant has cause for concern, make reasonable inquiries as to the reputation of the client; (b) establish whether the client is an insider of a reporting issuer or any other issuer whose securities are publicly traded; (c) ensure that it has sufficient information regarding all of the following to enable it to meet its obligations under section 13.3 [suitability determination] or, if applicable, the suitability requirement imposed by an SRO: (i) the client’s personal circumstances; (ii) the client’s financial circumstances; (iii) the client’s investment needs and objectives; (iv) the client’s investment knowledge; (v) the client’s risk profile; (vi) the client’s investment time horizon. (3) For the purpose of establishing the identity of a client that is a corporation, partnership or trust, the registrant must establish the following: (a) the nature of the client’s business; (b) the identity of any individual who: (i) in the case of a corporation, is a beneficial owner of, or exercises direct or indirect control or direction over, more than 25% of the voting rights attached to the outstanding voting securities of the corporation; or (ii) in the case of a partnership or trust, exercises control over the affairs of the partnership or trust. 1858 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3.1) Within a reasonable time after receiving the information, a registrant must take reasonable steps to have a client confirm the accuracy of the information collected under subsection (2). (4) A registrant must take reasonable steps to keep current the information required under this section, including updating the information within a reasonable time after the registrant becomes aware of a significant change in the client’s information required under this section. (4.1) A registrant must review the information collected under paragraph (2)(c) (a) for managed accounts, no less frequently than once every 12 months, (b) if the registrant is an exempt market dealer, within 12 months before making a trade for, or recommending a trade to, the client, and (c) in any other case, no less frequently than once every 36 months. (5) This section does not apply if the client is a registered firm, a Canadian financial institution or a Schedule III bank. (6) Paragraph (2)(b) does not apply to a registrant in respect of a client for which the registrant only trades securities referred to in paragraphs 7.1(2)(b) and (2)(c). (7) Paragraph (2)(c) and subsection (4.1) do not apply to a registered dealer in respect of a client if the registered dealer purchases or sells securities for the client only as directed by a registered adviser acting for the client. 13.2.01 Know your client - trusted contact person (1) Concurrently with taking the reasonable steps required under subsection 13.2(2), a registrant must take reasonable steps to obtain from the client the name and contact information of a trusted contact person, and the written consent of the client for the registrant to contact the trusted contact person to confirm or make inquiries about any of the following: (a) the registrant’s concerns about possible financial exploitation of the client; (b) the registrant’s concerns about the client’s mental capacity as it relates to the ability of the client to make decisions involving financial matters; (c) the name and contact information of a legal representative of the client, if any; (d) the client’s contact information. (2) A registrant must take reasonable steps to keep current the information required under this section, including updating that information within a reasonable time after the registrant becomes aware of a significant change in the client’s information required under subparagraph 13.2(2)(c)(i). (3) This section does not apply to a registrant in respect of a client that is not an individual. 1859 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 13.2.1 Know your product (1) A registered firm must not make securities available to clients unless the firm has taken reasonable steps to: (a) assess the relevant aspects of the securities, including the securities’ structure, features, risks, initial and ongoing costs and the impact of those costs, (b) approve the securities to be made available to clients, and (c) monitor the securities for significant changes. (2) A registered individual must not purchase or sell securities for, or recommend securities to, a client unless the registered individual takes steps to understand the securities, including the securities’ structure, features, risks, initial and ongoing costs and the impact of those costs. (2.1) For purposes of subsection (2), the steps required to understand the security are those that are reasonable to enable the registered individual to meet their obligations under section 13.3 [suitability determination].

(3) A registered individual must not purchase securities for, or recommend securities to, a client unless the securities have been approved by the firm to be made available to clients. (4) This section does not apply to a registered dealer in respect of a security if it purchases or sells the security for a client only as directed by a registered adviser acting for the client 13.3 Suitability (1) Before a registrant opens an account for a client, purchases, sells, deposits, exchanges or transfers securities for a client’s account, takes any other investment action for a client, makes a recommendation or exercises discretion to take any such action, the registrant must determine, on a reasonable basis, that the action satisfies the following criteria: (a) the action is suitable for the client, based on the following factors: (i) the client’s information collected in accordance with section 13.2 [know your client]; (ii) the registrant’s assessment or understanding of the security consistent with section 13.2.1 [know your product]; (iii) the impact of the action on the client’s account, including the concentration of securities within the account and the liquidity of those securities; (iv) the potential and actual impact of costs on the client’s return on investment; (v) a reasonable range of alternative actions available to the registrant through the registered firm, at the time the determination is made; (b) the action puts the client’s interest first. 1860 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) A registrant must review a client’s account and the securities in the client’s account to determine whether the criteria in subsection (1) are met, and take reasonable steps, within a reasonable time, after any of the following events: (a) a registered individual is designated as responsible for the client’s account; (b) the registrant becomes aware of a change in a security in the client’s account that could result in the security or account not satisfying subsection (1); (c) the registrant becomes aware of a change in the client’s information collected in accordance with subsection 13.2(2) that could result in a security or the client’s account not satisfying subsection (1); (d) the registrant reviews the client’s information in accordance with subsection 13.2(4.1). (2.1) Despite subsection (1), if a registrant receives an instruction from a client to take an action that, if taken, does not satisfy subsection (1), the registrant may carry out the client’s instruction if the registrant has (a) informed the client of the basis for the determination that the action will not satisfy subsection (1), (b) recommended to the client an alternative action that satisfies subsection (1), and (c) received recorded confirmation of the client’s instruction to proceed with the action despite the determination referred to in paragraph (a). (3) This section does not apply if the client is a registered firm, a Canadian financial institution or a Schedule III bank. (4) This section does not apply to a registered dealer in respect of a client if it purchases or sells securities for the client only as directed by a registered adviser acting for the client. 13.3.1 Waivers (1) Paragraph 13.2(2)(c), subsection 13.2(4.1), and section 13.3 do not apply to a registrant in respect of a permitted client if (a) the client is not an individual, and (b) the client has requested, in writing, that the registrant not make suitability determinations for the client’s account. (2) Paragraph 13.2(2)(c), subsection 13.2(4.1), and section 13.3 do not apply to a registrant in respect of a permitted client if (a) the client is an individual, (b) the client has requested, in writing, that the registrant not make suitability determinations for the client’s account, and (c) the client’s account is not a managed account. 1861 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Division 2 Conflicts of interest 13.4 Identifying, addressing and disclosing material conflicts of interest – registered firm (1) A registered firm must take reasonable steps to identify existing material conflicts of interest, and material conflicts of interest that are reasonably foreseeable, (a) between the firm and the client, and (b) between each individual acting on the firm’s behalf and the client. (2) A registered firm must address all material conflicts of interest between a client and itself, including each individual acting on its behalf, in the best interest of the client. (3) A registered firm must avoid any material conflict of interest between a client and the firm, including each individual acting on its behalf, if the conflict is not, or cannot be, otherwise addressed in the best interest of the client. (4) A registered firm must disclose in writing all material conflicts of interest identified under subsection (1) to a client whose interests are affected by the conflicts of interest if a reasonable client would expect to be informed of those conflicts of interest. (5) Without limiting subsection (4), the information required to be delivered to a client under that subsection must include a description of each of the following: (a) the nature and extent of the conflict of interest; (b) the potential impact on and risk that the conflict of interest could pose to the client; (c) how the conflict of interest has been, or will be, addressed. (6) The disclosure required under subsection (4) must be presented in a manner that, to a reasonable person, is prominent, specific, and written in plain language. (7) A registered firm must disclose a conflict of interest to a client under subsection (4) (a) before opening an account for the client if the conflict has been identified at that time, or (b) in a timely manner, upon identification of a conflict that must be disclosed under subsection (4) that has not previously been disclosed to the client. (8) For greater certainty, a registrant does not satisfy subsection (2) or subsection 13.4.1(3) solely by providing disclosure to the client. 13.4.1 Identifying, reporting and addressing material conflicts of interest – registered individual (1) A registered individual must take reasonable steps to identify existing material conflicts of interest, and material conflicts of interest that are reasonably foreseeable, between the registered individual and the client. 1862 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) If a registered individual identifies a material conflict of interest under subsection (1), the registered individual must promptly report that conflict of interest to the registered individual’s sponsoring firm. (3) A registered individual must address all material conflicts of interest between the client and the individual in the best interest of the client. (4) A registered individual must avoid any material conflict of interest between a client and the registered individual if the conflict is not, or cannot be, otherwise addressed in the best interest of the client. (5) A registered individual must not engage in any trading or advising activity in connection with a material conflict of interest identified by the registered individual under subsection (1) unless (a) the conflict has been addressed in the best interest of the client, and (b) the registered individual’s sponsoring firm has given the registered individual its consent to proceed with the activity. 13.4.2 Investment fund managers Sections 13.4 and 13.4.1 do not apply to an investment fund manager in respect of an investment fund that is subject to National Instrument 81-107 Independent Review Committee for Investment Funds. 13.4.3 Restrictions on a registered individual who is in a position of influence (1) In this section, ‘position of influence’ means a position, other than a position with a sponsoring firm, if, due to the nature of the position or the training or specialized knowledge required for the position, an individual in that position would be considered by a reasonable person to have influence over another individual. (2) For greater certainty, a position of influence under subsection (1) includes the following: (a) a leader in a religious or similar organization; (b) a medical doctor; (c) a nurse; (d) a professor, instructor or teacher at a degree or diploma granting institution; (e) a lawyer; (f) a notary. (3) A registered firm must not knowingly permit a registered individual of the firm who is in a position of influence to purchase or sell securities or derivatives for, or recommend the purchase, sale or holding of securities or derivatives to, (a) an individual who (i) has a relationship with the registered individual arising from the position of influence, and (ii) to a reasonable person, would be considered to be susceptible to the registered individual’s influence, or (b) a spouse, parent, sibling, grandparent or child of an individual referred to in paragraph (a). 1863 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (4) A registered individual who is in a position of influence must not purchase or sell securities or derivatives for, or recommend the purchase, sale or holding of securities or derivatives to (a) an individual who (i) has a relationship with the registered individual arising from the position of influence, and (ii) to a reasonable person, would be considered to be susceptible to the registered individual’s influence, or (b) an individual that the registered individual knows is a spouse, parent, sibling, grandparent or child of an individual referred to in paragraph (a). 13.5 Restrictions on certain managed account transactions (1) In this section, “responsible person” means, for a registered adviser: (a) the adviser; (b) a partner, director or officer of the adviser; and (c) each of the following who has access to, or participates in formulating, an investment decision made on behalf of a client of the adviser or advice to be given to a client of the adviser: (i) an employee or agent of the adviser; (ii) an affiliate of the adviser; (iii) a partner, director, officer, employee or agent of an affiliate of the adviser. (2) A registered adviser must not knowingly cause an investment portfolio managed by it, including an investment fund for which it acts as an adviser, to do any of the following: (a) purchase a security of an issuer in which a responsible person or an associate of a responsible person is a partner, officer or director unless: (i) this fact is disclosed to the client; and (ii) the written consent of the client to the purchase is obtained before the purchase; (b) purchase or sell a security from or to the investment portfolio of any of the following: (i) a responsible person; (ii) an associate of a responsible person; (iii) an investment fund for which a responsible person acts as an adviser; (c) provide a guarantee or loan to a responsible person or an associate of a responsible person. 1864 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 13.6 Disclosure when recommending related or connected securities A registered firm must not make a recommendation in any medium of communication to buy, sell or hold a security issued by the registered firm, a security of a related issuer or, during the security’s distribution, a security of a connected issuer of the registered firm, unless any of the following apply: (a) the firm discloses, in the same medium of communication, the nature and extent of the relationship or connection between the firm and the issuer; (b) the recommendation is in respect of a security of a mutual fund, a scholarship plan, an educational plan or an educational trust that is an affiliate of, or is managed by an affiliate of, the registered firm and the names of the registered firm and the fund, plan or trust, as the case may be, are sufficiently similar to indicate that they are affiliated. Division 3 Referral arrangements 13.7 Definitions – referral arrangements In this Division: “client” includes a prospective client; “referral arrangement” means any arrangement in which a registrant agrees to provide or receive a referral fee to or from another person or company; “referral fee” means any benefit provided for the referral of a client to or from a registrant. 13.8 Permitted referral arrangements A registered firm, or a registered individual whose registration is sponsored by the registered firm, must not participate in a referral arrangement with another person or company unless: (a) before a client is referred by or to the registrant, the terms of the referral arrangement are set out in a written agreement between the registered firm and the person or company; (b) the registered firm records all referral fees; and (c) the registered firm ensures that the information prescribed by subsection 13.10(1) [disclosing referral arrangements to clients] is provided to the client in writing before the party receiving the referral either opens an account for the client or provides services to the client. 13.9 Verifying the qualifications of the person or company receiving the referral A registered firm, or a registered individual whose registration is sponsored by the registered firm, must not refer a client to another person or company unless the firm first takes reasonable steps to satisfy itself that the person or company has the appropriate qualifications to provide the services, and if applicable, is registered to provide those services. 1865 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 13.10 Disclosing referral arrangements to clients (1) The written disclosure of the referral arrangement required by paragraph 13.8(c) [permitted referral arrangements] must include the following: (a) the name of each party to the agreement referred to in paragraph 13.8(a); (b) the purpose and material terms of the agreement, including the nature of the services to be provided by each party; (c) any conflicts of interest resulting from the relationship between the parties to the agreement and from any other element of the agreement; (d) the method of calculating the referral fee and, to the extent possible, the amount of the fee; (e) the category of registration of each registrant that is a party to the agreement with a description of the activities that the registrant is authorized to engage in under that category and, giving consideration to the nature of the referral, the activities that the registrant is not permitted to engage in; (f) if a referral is made to a registrant, a statement that all activity requiring registration resulting from the referral arrangement will be provided by the registrant receiving the referral; (g) any other information that a reasonable client would consider important in evaluating the referral arrangement. (2) If there is a change to the information set out in subsection (1), the registrant must ensure that written disclosure of that change is provided to each client affected by the change as soon as possible and no later than the 30th day before the date on which a referral fee is next paid or received. 13.11 Referral arrangements before this Instrument came into force (1) This Division applies to a referral arrangement entered into before this Instrument came into force if a referral fee is paid under the referral arrangement after this Instrument comes into force. (2) Subsection (1) does not apply until 6 months after this Instrument comes into force. Division 4 Borrowing and lending 13.12 Restriction on borrowing from, or lending to, clients (1) A registrant must not lend money, extend credit or provide margin to a client unless any of the following apply: (a) in the case of a loan, the registrant is an investment fund manager, and the money is loaned on a short-term basis to an investment fund it manages, if the loan is for the purpose of funding redemptions of the investment fund’s securities or paying expenses incurred by the investment fund in the normal course of its business; (b) in the case of a registrant that is a registered firm, the client is (i) a registered individual sponsored by the firm, (ii) a permitted individual, as defined in National Instrument 33-109 Registration Information, of the firm, or (iii) a director, officer, or employee of the firm; 1866 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) in the case of a registrant that is a registered individual, both of the following apply: (i) the client and the registered individual are related to each other for the purposes of the Income Tax Act (Canada); (ii) the registered individual has obtained the written approval of the registered individual’s sponsoring firm to lend the money, extend the credit or provide the margin. (2) A registered individual must not borrow money, securities or other assets or accept a guarantee in relation to borrowed money, securities or any other assets, from a client, unless either or both of the following apply: (a) the client is a financial institution whose business includes lending money to the public, and the loan to the registered individual is in the normal course of the financial institution’s business; (b) both of the following apply: (i) the client and the registered individual are related to each other for the purposes of the Income Tax Act (Canada); (ii) the registered individual has obtained the written approval of the individual’s sponsoring firm to borrow the money, securities or other assets or accept the guarantee. 13.13 Disclosure when recommending the use of borrowed money (1) If a registrant recommends that a client should use borrowed money to finance any part of a purchase of a security, the registrant must, before the purchase, provide the client with a written statement that is substantially similar to the following: “Using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines.” (2) Subsection (1) does not apply if one of the following applies: (a) the registrant has provided the client with the statement described under subsection (1) no earlier than the 180th day before the date of the proposed purchase; (b) Repealed. 5 Aug 2011 SR 48/2011 s9. (c) the client is a permitted client. Division 5 Complaints 13.14 Application of this Division (1) This Division does not apply to an investment fund manager in respect of its activities as an investment fund manager. (2) In Québec, a registered firm is deemed to comply with this Division if it complies with sections 168.1.1 to 168.1.3 of the Securities Act (Québec). 1867 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 13.15 Handling complaints A registered firm must document and, in a manner that a reasonable investor would consider fair and effective, respond to each complaint made to the registered firm about any product or service offered by the firm or a representative of the firm. 13.16 Dispute resolution service (1) In this section: “complaint” means a complaint that: (a) relates to a trading or advising activity of a registered firm or a representative of the firm; and (b) is received by the firm within 6 years of the day when the client first knew or reasonably ought to have known of an act or omission that is a cause of or contributed to the complaint; “OBSI” means the Ombudsman for Banking Services and Investments. (2) If a registered firm receives a complaint from a client, the firm must, as soon as possible, provide the client with a written acknowledgement of the complaint that includes the following: (a) a description of the firm’s obligations under this section; (b) the steps that the client must take in order for an independent dispute resolution or mediation service to be made available to the client under subsection (4); (c) the name of the independent dispute resolution or mediation service that will be made available to the client under subsection (4) and contact information for the service. (3) If a registered firm decides to reject a complaint or to make an offer to resolve a complaint, the firm must, as soon as possible, provide the client with written notice of the decision and include the information referred to in subsection (2). (4) A registered firm must, as soon as possible, ensure that an independent dispute resolution or mediation service is made available to a client at the firm’s expense with respect to a complaint if either of the following apply: (a) after 90 days of the firm’s receipt of the complaint, the firm has not given the client written notice of a decision under subsection (3), and the client has notified the independent dispute resolution or mediation service specified under paragraph (2)(c) that the client wishes to have the complaint considered by the service; (b) within 180 days of the client’s receipt of written notice of the firm’s decision under subsection (3), the client has notified the independent dispute resolution or mediation service specified under paragraph (2)(c) that the client wishes to have the complaint considered by the service. (5) Subsection (4) does not apply unless the client agrees that any amount the client will claim for the purpose of the independent dispute resolution or mediation service’s consideration of the complaint will be no greater than $350,000. 1868 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (6) For the purposes of the requirement to make available an independent dispute resolution or mediation service under subsection (4), a registered firm must take reasonable steps to ensure that OBSI will be the service that is made available to the client. (7) Subsection (6) does not apply in Québec. (8) This section does not apply in respect of a complaint made by a permitted client that is not an individual. Division 6 Registered sub-advisers 13.17 Exemption from certain requirements for registered sub-advisers (1) A registered sub-adviser is exempt from the following in respect of its activities as a sub-adviser: (a) division 2 [conflicts of interest] of Part 13, except section 13.5 [restrictions on certain managed account transactions] and section 13.6 [disclosure when recommending related or connected securities]; (b) division 3 [referral arrangements] of Part 13; (c) division 5 [complaints] of Part 13; (d) section 14.3 [disclosure to clients about the fair allocation of investment opportunities]; (e) section 14.5 [notice to clients by non-resident registrants]; (f) section 14.14 [account statements]; (g) section 14.14.1 [additional statements]; (h) section 14.14.2 [security position cost information]; (i) section 14.17 [report on charges and other compensation]; (j) section 14.18 [investment performance report]. (2) The exemption under subsection (1) is not available unless all of the following apply: (a) the obligations and duties of the registered sub-adviser are set out in a written agreement with the sub-adviser’s registered adviser or registered dealer; (b) the registered adviser or registered dealer has entered into a written agreement with its clients on whose behalf investment advice is or portfolio management services are to be provided agreeing to be responsible for any loss that arises out of the failure of the registered sub-adviser (i) to exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the registrant and each client of the registrant for whose benefit the advice is or portfolio management services are to be provided, or (ii) to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances. 1869 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Division 7 Misleading communications 13.18 Misleading communications (1) Registered individuals must not hold themselves out, and a registered firm must not hold itself or its registered individuals out, in a manner that could reasonably be expected to deceive or mislead any person or company as to any of the following matters: (a) the proficiency, experience, qualifications or category of registration of the registrant; (b) the nature of the person’s relationship, or potential relationship, with the registrant; (c) the products or services provided, or to be provided, by the registrant. (2) For greater certainty, and without limiting subsection (1), a registered individual who interacts with clients must not use any of the following: (a) if based partly or entirely on that registered individual’s sales activity or revenue generation, a title, designation, award, or recognition; (b) a corporate officer title, unless their sponsoring firm has appointed that registered individual to that corporate office pursuant to applicable corporate law; (c) if the individual’s sponsoring firm has not approved the use by that registered individual of a title or designation, that title or designation. Division 8 Temporary holds 13.19 Conditions for temporary hold (1) A registered firm, or a registered individual whose registration is sponsored by the registered firm, must not place a temporary hold on the basis of financial exploitation of a vulnerable client unless the firm reasonably believes all of the following: (a) the client is a vulnerable client; (b) financial exploitation of the client has occurred, is occurring, has been attempted or will be attempted. (2) A registered firm, or a registered individual whose registration is sponsored by the registered firm, must not place a temporary hold on the basis of a client’s lack of mental capacity unless the firm reasonably believes that the client does not have the mental capacity to make decisions involving financial matters. (3) If a registered firm or a registered individual places a temporary hold referred to in subsection (1) or (2), the firm must do all of the following: (a) document the facts and reasons that caused the firm or individual to place and, if applicable, to continue the temporary hold; (b) provide notice of the temporary hold and the reasons for the temporary hold to the client as soon as possible after placing the temporary hold; 1870 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) review the relevant facts as soon as possible after placing the temporary hold, and on a reasonably frequent basis, to determine if continuing the hold is appropriate; (d) within 30 days of placing the temporary hold and, until the hold is revoked, within every subsequent 30-day period, do either of the following: (i) revoke the temporary hold; (ii) provide the client with notice of the firm’s decision to continue the hold and the reasons for that decision. PART 14 HANDLING CLIENT ACCOUNTS - FIRMS Division 1 Investment fund managers 14.1 Application of this Part to investment fund managers Other than sections 14.1.1, 14.5.1, 14.5.2, 14.5.3, 14.6, 14.6.1 and 14.6.2, subsection 14.12(5) and section 14.15, this Part does not apply to an investment fund manager in respect of its activities as an investment fund manager. 14.1.1 Duty to provide information – investment fund managers A registered investment fund manager of an investment fund must, within a reasonable period of time, provide a registered dealer or a registered adviser that has a client that owns securities of the investment fund with the information that is required by the dealer or adviser, in order for the dealer or adviser to comply with paragraph 14.12(1)(c), subsections 14.14(4) and (5), 14.14.1(2) and 14.14.2(1) and paragraphs 14.17(1)(h), (i), (j), (m), (p), (q), (r) and (t). 14.1.2 Determination of fund expenses per security (1) For the purpose of section 14.1.1, with respect to the information required in respect of paragraph 14.17(1)(i), the registered investment fund manager must provide the fund expenses per security of the applicable class or series of securities of the investment fund for each day that the client owned those securities, expressed in dollars and calculated using the following formula, making any adjustments to A or B that are reasonably necessary to accurately determine C: A × B = C, where A = the fund expense ratio for the day of the applicable class or series of securities of the investment fund; B = the market value of a security for the day of the applicable class or series of securities of the investment fund; C = the fund expenses per security for the day in dollars for the investment fund class or series of securities. (2) Despite section 14.1.1 and subsection (1), unless the investment fund manager reasonably believes that doing so would result in misleading information being reported to clients of the registered dealer or registered adviser, a registered investment fund manager may: (a) use a reasonable approximation of A or B for the purpose of calculating C in the formula in subsection (1), or (b) provide a reasonable approximation of the information required to be provided for the purpose of paragraphs 14.17(1)(i), (j) or (m). 1871 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) Despite section 14.1.1 and subsections (1) and (2), in the case of an investment fund that is a newly-established investment fund, the registered investment fund manager is not required to provide the information required under paragraphs 14.17(1)(i), (m) and (r). Division 2 Disclosure to clients 14.2 Relationship disclosure information (0.1) In this section, “proprietary product” means a security of an issuer if one or more of the following apply: (a) the issuer of the security is a connected issuer of the registered firm; (b) the issuer of the security is a related issuer of the registered firm; (c) the registered firm or an affiliate of the registered firm is the investment fund manager or portfolio manager of the issuer of the security. (1) A registered firm must deliver to a client all information that a reasonable investor would consider important about the client’s relationship with the registrant. (2) Without limiting subsection (1), the information delivered to a client under that subsection must include the following: (a) a description of the nature or type of the client’s account; (a.1) in the case of a registered firm that holds the client’s assets, or directs or arranges which custodian will hold the client’s assets, disclosure of the location where, and a general description of the manner in which, the client’s assets are held, and a description of the risks and benefits to the client arising from the assets being held at that location and in that manner; (a.2) in the case of a registered firm that has access to the client’s assets (i) disclosure of the location where, and a general description of the manner in which, the client’s assets are held, and a description of the risks and benefits to the client arising from the assets being held in that location and in that manner, and (ii) a description of the manner in which the client’s assets are accessible by the registered firm, and a description of the risks and benefits to the client arising from having access to the assets in that manner; (b) a general description of the products and services the registered firm will offer to the client, including (i) a description of the restrictions on the client’s ability to liquidate or resell a security, and (ii) a statement of the investment fund management expense fees or other ongoing fees the client may incur in connection with a security or service the registered firm provides; (b.1) a general description of any limits on the products and services the registered firm will offer to the client, including (i) whether the firm will primarily or exclusively offer proprietary products to the client, and (ii) whether there will be other limits on the availability of products or services. 1872 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) a general description of the types of risks that a client should consider when making an investment decision; (d) a description of the risks to a client of using borrowed money to finance a purchase of a security; (e) a description of the conflicts of interest that the registered firm is required to disclose to a client under securities legislation; (f) disclosure of the operating charges the client might be required to pay related to the client’s account; (g) a general description of the types of transaction charges the client might be required to pay; (h) a general description of any benefits received, or expected to be received, by the registrant, from a person or company other than the registrant’s client, in connection with the client’s purchase or ownership of a security through the registrant; (i) a description of the content and frequency of reporting for each account or portfolio of a client; (j) disclosure of the firm’s obligations if a client has a complaint contemplated under section 13.16 [dispute resolution service] and the steps that the client must take in order for an independent dispute resolution or mediation service to be made available to the client at the firm’s expense; (k) a statement that the registered firm must determine that any investment action it takes, recommends or decides on, for the client is suitable for the client and puts the client’s interest first; (l) the information the registered firm has collected about the client under section 13.2 [know your client]; (l.1) a description of the circumstances under which a registrant might disclose information about the client or the client’s account to a trusted contact person referred to in subsection 13.2.01(1); (m) a general explanation of how investment performance benchmarks might be used to assess the performance of a client’s investments and any options for benchmark information that might be made available to clients by the registered firm; (n) if the registered firm is a scholarship plan dealer, an explanation of any terms of the scholarship plan offered to the client by the registered firm that, if those terms are not met by the client or the client’s designated beneficiary under the plan, might cause the client or the designated beneficiary to suffer a loss of contributions, earnings or government contributions in the plan; (o) a general explanation of the potential impact on a client’s investment returns from each of the fees described in subparagraph (b)(ii) and the charges described in paragraphs (f) and (g), including the effect of compounding over time; (p) a general explanation of the circumstances under which a registered firm or registered individual may place a temporary hold under section 13.19 and a description of the notice that will be given to the client if a temporary hold is placed or continued under that section. 1873 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) A registered firm must deliver the information in subsection (1), if applicable, and subsection (2) to the client in writing, except that the information in paragraph (2)(b) may be provided orally or in writing, before the firm first: (a) purchases or sells a security for the client; or (b) advises the client to purchase, sell or hold a security. (4) If there is a significant change in respect of the information delivered to a client under subsections (1) or (2), the registered firm must take reasonable steps to notify the client of the change in a timely manner and, if possible, before the firm next: (a) purchases or sells a security for the client; or (b) advises the client to purchase, sell or hold a security. (5) Repealed. 21 Jne 2013 SR 42/2013 s2. (5.1) A registered firm must not impose any new operating charge in respect of an account of a client, or increase the amount of any operating charge in respect of an account of a client, unless written notice of the new or increased operating charge is provided to the client at least 60 days before the date on which the imposition or increase becomes effective. (6) This section does not apply to a registered firm in respect of a permitted client that is not an individual. (7) Except for subsections (5.1), (6) and (8), this section does not apply to a registered dealer in respect of a client for whom the dealer purchases or sells securities only as directed by a registered adviser acting for the client. (8) A registered dealer referred to in subsection (7) must deliver the information required under paragraphs (2)(a) and (e) to (j) to the client in writing, and the information in paragraph (2)(b) orally or in writing, before the dealer first purchases or sells a security for the client. 14.2.1 Pre-trade disclosure of charges (1) Before a registered firm accepts an instruction from a client to purchase or sell a security in an account other than a managed account, the firm must disclose to the client (a) the charges the client will be required to pay in respect of the purchase or sale, or a reasonable estimate if the actual amount of the charges is not known to the firm at the time of disclosure; (b) Repealed. 18 Mar 2022 SR 8/2022 s5. (c) whether the firm will receive trailing commissions in respect of the security, and (d) whether there are any investment fund management expense fees or other ongoing fees that the client may incur in connection with the security. (2) This section does not apply to a registered firm in respect of a permitted client that is not an individual. (3) This section does not apply to a dealer in respect of a client for whom the dealer purchases or sells securities only as directed by a registered adviser acting for the client. 1874 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 14.3 Disclosure to clients about the fair allocation of investment opportunities A registered adviser must deliver to a client a summary of the policies required under section 11.1 [compliance system] that provide reasonable assurance that the firm and each individual acting on its behalf complies with section 14.10 [allocating investment opportunities fairly] and that summary must be delivered: (a) when the adviser opens an account for the client; and (b) if there is a significant change to the summary last delivered to the client, in a timely manner and, if possible, before the firm next: (i) purchases or sells a security for the client; or (ii) advises the client to purchase, sell or hold a security. 14.4 When the firm has a relationship with a financial institution (1) If a registered firm opens a client account to trade in securities, in an office or branch of a Canadian financial institution or a Schedule III bank, the registered firm must give the client a written notice stating that it is a separate legal entity from the Canadian financial institution or Schedule III bank and, unless otherwise advised by the registrant, securities purchased from or through the registrant: (a) are not insured by a government deposit insurer; (b) are not guaranteed by the Canadian financial institution or Schedule III bank; and (c) may fluctuate in value. (2) A registered firm that is subject to subsection (1) must receive a written confirmation from the client that the client has read and understood the notice before the registered firm: (a) purchases or sells a security for the client; or (b) advises the client to purchase, sell or hold a security. (3) This section does not apply to a registered firm if the client is a permitted client. 14.5 Notice to clients by non-resident registrants (1) A registered firm whose head office is not located in the local jurisdiction must provide a client in the local jurisdiction with a statement in writing disclosing the following: (a) the firm is not resident in the local jurisdiction; (b) the jurisdiction in Canada or the foreign jurisdiction in which the head office or the principal place of business of the firm is located; (c) all or substantially all of the assets of the firm may be situated outside the local jurisdiction; (d) there may be difficulty enforcing legal rights against the firm because of the above; (e) the name and address of the agent for service of process of the firm in the local jurisdiction. (2) This section does not apply to a registered firm whose head office is in Canada if the firm is registered in the local jurisdiction. 1875 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 14.5.1 Definition of “securities” in Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan Despite section 1.2, in Alberta, British Columbia, New Brunswick, Nova Scotia and Saskatchewan, a reference to ‘securities’ in this Division excludes “exchange contracts”. 14.5.2 Restriction on self-custody and qualified custodian requirement (1) A registered firm must not be a custodian or sub-custodian for a client of the firm or for an investment fund in respect of the client’s or investment fund’s cash or securities unless the registered firm (a) is a Canadian custodian under paragraph (a), (b) or (d) of the definition of “Canadian custodian”, and (b) has established and maintains a system of controls and supervision that a reasonable person would conclude is sufficient to manage the risks to the client or investment fund associated with the custody of the client’s or investment fund’s cash or securities. (2) A registered firm must ensure that any custodian for a client of the firm or for an investment fund managed by the firm in respect of the client’s or investment fund’s cash or securities is a Canadian custodian if the firm (a) directs or arranges which custodian will hold the cash or securities of the client or investment fund, or (b) holds or has access to the cash or securities of the client or investment fund. (3) Despite the requirement to use a Canadian custodian in subsection (2), a foreign custodian may be a custodian of the cash or securities of the client or investment fund if a reasonable person would conclude, considering all of the relevant circumstances, including, for greater certainty, the nature of the regulation and the sufficiency of the equity of the foreign custodian, that using the foreign custodian is more beneficial to the client or investment fund than using a Canadian custodian. (4) Despite the requirement to use a Canadian custodian in subsection (2), a Canadian financial institution may be a custodian of the cash of the client or investment fund. (5) For the purposes of subsections (2) and (3), the registered firm must ensure that the qualified custodian is functionally independent of the registered firm unless (a) the qualified custodian is a Canadian custodian under paragraph (a), (b) or (d) of the definition of “Canadian custodian”, and (b) the registered firm ensures that the qualified custodian has established and maintains a system of controls and supervision that a reasonable person would conclude is sufficient to manage the risks to the client or investment fund associated with the custody of the client’s or investment fund’s cash or securities. (6) For the purpose of subsection (4), the registered firm must ensure that the Canadian financial institution is functionally independent of the registered firm. 1876 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (7) This section does not apply to a registered firm in respect of any of the following: (a) an investment fund that is subject to National Instrument 81-102 Investment Funds; (b) an investment fund that is subject to National Instrument 41-101 General Prospectus Requirements; (c) a security that is recorded on the books of the security’s issuer, or the transfer agent of the security’s issuer, only in the name of the client or investment fund; (d) cash or securities of a permitted client, if the permitted client (i) is not an individual or an investment fund, and (ii) has acknowledged in writing that the permitted client is aware that the requirements in this section that would otherwise apply to the registered firm do not apply; (e) customer collateral subject to custodial requirements under National Instrument 94‑102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions; (f) a security that evidences a debt obligation secured by a mortgage registered or published against the title of real estate if (i) the mortgage is registered or published in the name of the client or investment fund as mortgagee, or (ii) in the case of a syndicated mortgage, the mortgage is registered or published in the name of either of the following as mortgagee: (A) a person or company that is registered or licensed under mortgage brokerage, mortgage administrators or mortgage dealer legislation of a jurisdiction of Canada if that mortgage is held in trust for the client or investment fund, as applicable; (B) each investor that is a mortgagee in respect of that mortgage. 14.5.3 Cash and securities held by a qualified custodian A registered firm that is subject to subsection 14.5.2(2), (3) or (4) must take reasonable steps to ensure that cash and securities of a client or an investment fund, (a) except as provided in paragraphs (b) and (c), are held by the qualified custodian or, in respect of cash, the Canadian financial institution using an account number or other designation in the records of the qualified custodian or the Canadian financial institution, as applicable, sufficient to show that the beneficial ownership of the cash or securities of the client or investment fund is vested in that client or investment fund, (b) in the case of cash held in an account in the name of the registered firm, is held separate and apart from the registered firm’s own property and held by the qualified custodian, or the Canadian financial institution, in a designated trust account in trust for clients or investment funds, or 1877 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) in the case of cash or securities held for the purpose of bulk trading, are held in the name of the registered firm in trust for its clients or investment funds if the cash or securities are transferred to the client’s or investment fund’s account held by that client’s or investment fund’s qualified custodian or, in respect of cash, Canadian financial institution as soon as possible following a trade. Division 3 Client assets and investment fund assets 14.6 Client and investment fund assets held by a registered firm in trust (1) If a registered firm holds client assets or investment fund assets other than cash or securities, or if a registered firm holds cash or securities of a client or an investment fund as permitted by section 14.5.2, the registered firm must hold the assets: (a) separate and apart from its own property; (b) in trust for the client or investment fund; and (c) in the case of cash, in a designated trust account with a Canadian custodian or Canadian financial institution. (2) Despite paragraph (1)(c), a foreign custodian may be a custodian for the cash of the client or investment fund if a reasonable person would conclude, considering all of the relevant circumstances, including, for greater certainty, the nature of the regulation and the sufficiency of the equity of the foreign custodian, that using the foreign custodian is more beneficial to the client or investment fund than using a Canadian custodian or a Canadian financial institution. 14.6.1 Custodial provisions relating to certain margin or security interests (1) In this section “cleared specified derivative”, “clearing corporation option”, “futures exchange”, “option on futures”, “specified derivative” and “standardized future” have the same meaning as in section 1.1 of National Instrument 81-102 Investment Funds;

“regulated clearing agency” has the same meaning as in subsection 1(1) of National Instrument 94-101 Mandatory Central Counterparty Clearing of Derivatives. (2) Subsection 14.5.2(2) does not apply to a registered firm in respect of cash or securities of a client or investment fund deposited with a member of a regulated clearing agency or a dealer as margin for transactions outside of Canada involving clearing corporation options, options on futures, standardized futures or cleared specified derivatives if (a) the member or dealer is a member of a regulated clearing agency, futures exchange or stock exchange, and, as a result in any case, is subject to a regulatory audit, (b) the member or dealer has a net worth, determined from its most recent audited financial statements, in excess of $50 million, and (c) a reasonable person would conclude that using the member or dealer is more beneficial to the client or investment fund than using a Canadian custodian. 1878 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) Subsection 14.5.2(2) does not apply to a registered firm in respect of cash or securities of a client or investment fund deposited with the client’s or investment fund’s counterparty over which the client or investment fund has granted a security interest in connection with a particular specified derivatives transaction. (4) The registered firm must take reasonable steps to ensure that any agreement by which cash or securities of a client or investment fund are deposited in accordance with subsection (2) or (3) requires the person or company holding the cash or securities to ensure that its records show that the client or investment fund is the beneficial owner of the cash or securities. 14.6.2 Custodial provisions relating to short sales Subsection 14.5.2(2) does not apply to a registered firm in respect of cash or securities of a client or investment fund deposited as security in connection with a short sale of securities with a dealer outside of Canada if (a) the dealer is a member of a stock exchange and is subject to a regulatory audit, (b) the dealer has a net worth, determined from its most recent audited financial statements, in excess of $50 million, and (c) a reasonable person would conclude that using the dealer is more beneficial to the client or investment fund than using a Canadian custodian. 14.7 Repealed. 7 Dec 2017 SR 122/2017 s4. 14.8 Repealed. 7 Dec 2017 SR 122/2017 s4. 14.9 Repealed. 7 Dec 2017 SR 122/2017 s4. Division 4 Client accounts 14.10 Allocating investment opportunities fairly A registered adviser must ensure fairness in allocating investment opportunities among its clients. 14.11 Selling or assigning client accounts If a registered firm proposes to sell or assign a client’s account in whole or in part to another registrant, the registered firm must, prior to the sale or assignment, give a written explanation of the proposal to the client and inform the client of the client’s right to close the client’s account. Division 5 Reporting to clients 14.11.1 Determining market value (1) For the purposes of this Division, the market value of a security: (a) that is issued by an investment fund which is not listed on an exchange must be determined by reference to the net asset value provided by the investment fund manager of the fund on the relevant date; 1879 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) in any other case, is the amount that the registered firm reasonably believes to be the market value of the security: (i) after referring to a price quotation on a marketplace, if one is published for the security, using the last bid price in the case of a long security and the last ask price in the case of a short security, as shown on a consolidated pricing list or exchange quotation sheet as of the close of business on the relevant date or the last trading day before the relevant date, and after making any adjustments considered by the registered firm to be necessary to accurately reflect the market value; (ii) if no reliable price for the security is quoted on a marketplace, after referring to a published market report or inter-dealer quotation sheet, on the relevant date or the last trading day before the relevant date, and after making any adjustments considered by the registered firm to be necessary to accurately reflect the market value; (iii) if the market value for the security cannot be reasonably determined in accordance with subparagraph (i) or (ii), after applying the policy of the registered firm for determining market value, which must include procedures to assess the reliability of valuation inputs and assumptions and provide for: (A) the use of inputs that are observable; and (B) the use of unobservable inputs and assumptions, if observable inputs are not reasonably available. (2) If a registered firm determines the market value of a security in accordance with subparagraph (1)(b)(iii), when it refers to the market value in a statement under section 14.14 [account statements], 14.14.1 [additional statements], 14.14.2 [security position cost information], 14.15 [security holder statements] or 14.16 [scholarship plan dealer statements], the registered firm must include the following notification or a notification that is substantially similar: “There is no active market for this security so we have estimated its market value.” (3) If a registered firm reasonably believes that it cannot determine the market value of a security in accordance with subsection (1), the market value of the security must be reported in a statement delivered under section 14.14 [account statements], 14.14.1 [additional statements], 14.14.2 [security position cost information], 14.15 [security holder statements] or 14.16 [scholarship plan dealer statements] as not determinable, and the market value of the security must be excluded from the total market value referred to in paragraphs 14.14(5) (e), 14.14.1(2) (e) and 14.14.2(5)(c). 1880 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 14.12 Content and delivery of trade confirmation (1) A registered dealer that has acted on behalf of a client in connection with a purchase or sale of a security must promptly deliver to the client or, if the client consents in writing, to a registered adviser acting for the client a written confirmation of the transaction, setting out the following: (a) the quantity and description of the security purchased or sold; (b) the price per security paid or received by the client; (b.1) in the case of a purchase of a debt security, the security’s annual yield; (c) the amount of each transaction charge, deferred sales charge or other charge in respect of the transaction, and the total amount of all charges in respect of the transaction; (c.1) in the case of a purchase or sale of a debt security, either of the following: (i) the total amount of any mark-up or mark-down, commission or other service charges the registered dealer applied to the transaction; (ii) the total amount of any commission charged to the client by the registered dealer and, if the dealer applied a mark-up or mark-down or any service charge other than a commission, the following notification or a notification that is substantially similar: “Dealer firm remuneration has been added to the price of this security (in the case of a purchase) or deducted from the price of this security (in the case of a sale). This amount was in addition to any commission this trade confirmation shows was charged to you.” (d) whether the registered dealer acted as principal or agent; (e) the date and the name of the marketplace, if any, on which the transaction took place, or if applicable, a statement that the transaction took place on more than one marketplace or over more than one day; (f) the name of the dealing representative, if any, involved in the transaction; (g) the settlement date of the transaction; (h) if applicable, that the security is a security issued by the registered dealer, a security issued by a related issuer of the registered dealer or, if the transaction occurred during the security’s distribution, a security issued by a connected issuer of the registered dealer. (2) If a transaction under subsection (1) involved more than one transaction or if the transaction took place on more than one marketplace the information referred to in subsection (1) may be set out in the aggregate if the confirmation also contains a statement that additional details concerning the transaction will be provided to the client upon request and without additional charge. 1881 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) Paragraph (1)(h) does not apply if all of the following apply: (a) the security is a security of a mutual fund that is established and managed by the registered dealer or by an affiliate of the registered dealer, in its capacity as investment fund manager of the mutual fund; (b) the names of the dealer and the mutual fund are sufficiently similar to indicate that they are affiliated or related. (4) For the purpose of paragraph (1)(f), a dealing representative may be identified by means of a code or symbol if the confirmation also contains a statement that the name of the dealing representative will be provided to the client on request of the client. (5) A registered investment fund manager that has executed a redemption order received directly from a security holder must promptly deliver to the security holder a written confirmation of the redemption, setting out the following: (a) the quantity and description of the security redeemed; (b) the price per security received by the client; (c) the commission, sales charge, service charge and any other amount charged in respect of the redemption; (d) the settlement date of the redemption. (6) Subsection 14.12(5) does not apply to trades in a security of an investment fund made on reliance on section 8.6 [investment fund trades by adviser to managed account]. (7) In Newfoundland and Labrador, Ontario and Saskatchewan, a registered dealer that complies with the requirements of this section in respect of a purchase or sale of a security is not subject to any of subsections 37(1), (2) or (3) of the Securities Act (Newfoundland and Labrador), subsection 36(1) of the Securities Act (Ontario) and subsection 42(1) of The Securities Act, 1988 (Saskatchewan). 14.13 Confirmations for certain automatic plans The requirement under section 14.12 [content and delivery of trade confirmation] to deliver a confirmation promptly does not apply to a registered dealer in respect of a transaction if all of the following apply: (a) the client gave the dealer prior written notice that the transaction is made pursuant to the client’s participation in an automatic payment plan, including a dividend reinvestment plan, or an automatic withdrawal plan in which a transaction is made at least monthly; (b) the registered dealer delivered a confirmation as required under section 14.12 [content and delivery of trade confirmation] for the first transaction made under the plan after receiving the notice referred to in paragraph (a); (c) the transaction is in a security of a mutual fund, scholarship plan, educational plan or educational trust; (d) Repealed. 5 Aug 2011 SR 48/2011 s9. 1882 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 14.14 Account statements (1) A registered dealer must deliver to a client a statement that includes the information referred to in subsections (4) and (5): (a) at least once every 3 months; or (b) if the client has requested to receive statements on a monthly basis, for each one-month period. (2) A registered dealer must deliver to a client a statement that includes the information referred to in subsections (4) and (5) after the end of any month in which a transaction was effected in securities held by the dealer in the client’s account, other than a transaction made under an automatic withdrawal plan or an automatic payment plan, including a dividend reinvestment plan. (2.1) Paragraph (1)(b) and subsection (2) do not apply to a mutual fund dealer in connection with its activities as a dealer in respect of the securities listed in paragraph 7.1(2)(b) [dealer categories]. (3) A registered adviser must deliver to a client a statement that includes the information referred to in subsections (4) and (5) at least once every 3 months, except that if the client has requested to receive statements on a monthly basis, the adviser must deliver a statement to the client for each one-month period. (3.1) Repealed. 21 Jne 2013 SR 42/2013 s2. (4) If a registered dealer or registered adviser made a transaction for a client during the period covered by a statement delivered under subsection (1), (2) or (3), the statement must include the following: (a) the date of the transaction; (b) whether the transaction was a purchase, sale or transfer; (c) the name of the security; (d) the number of securities purchased, sold or transferred; (e) the price per security if the transaction was a purchase or sale; (f) the total value of the transaction if it was a purchase or sale. (5) If a registered dealer or registered adviser holds securities owned by a client in an account of the client, a statement delivered under subsection (1), (2) or (3) must indicate that the securities are held for the client by the registered firm and must include the following information about the client’s account determined as at the end of the period for which the statement is made: (a) the name and quantity of each security in the account; (b) the market value of each security in the account and, if applicable, the notification in subsection 14.11.1(2) [determining market value]; (c) the total market value of each security position in the account; (d) any cash balance in the account; (e) the total market value of all cash and securities in the account; 1883 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (f) whether the account is eligible for coverage under an investor protection fund approved or recognized by the securities regulatory authority and, if it is, the name of the investor protection fund; (g) which securities in the account might be subject to a deferred sales charge if they are sold. (6) Repealed. 21 Jne 2013 SR 42/2013 s2. (7) For the purposes of this section, a security is considered to be held by a registered firm for a client if: (a) the firm is the registered owner of the security as nominee on behalf of the client; or (b) the firm has physical possession of a certificate evidencing ownership of the security. 14.14.1 Additional statements (1) A registered dealer or registered adviser must deliver a statement that includes the information referred to in subsection (2) to a client if any of the following apply in respect of a security owned by the client that is held or controlled by a party other than the dealer or adviser: (a) the dealer or adviser has trading authority over the security or the client’s account in which the security is held or was transacted; (b) the dealer or adviser receives continuing payments related to the client’s ownership of the security from the issuer of the security, the investment fund manager of the issuer or any other party; (c) the security is issued by a scholarship plan, a mutual fund or an investment fund that is a labour-sponsored investment fund corporation, or labour-sponsored venture capital corporation, under legislation of a jurisdiction of Canada and the dealer or adviser is the dealer or adviser of record for the client on the records of the issuer of the security or the records of the issuer’s investment fund manager. (2) A statement delivered under subsection (1) must include the following in respect of the securities or the account referred to in subsection (1), determined as at the end of the period for which the statement is made: (a) the name and quantity of each security; (b) the market value of each security and, if applicable, the notification in subsection 14.11.1(2) [determining market value]; (c) the total market value of each security position; (d) any cash balance in the account; (e) the total market value of all of the cash and securities; (f) disclosure in respect of the party that holds or controls each security and a description of the way it is held; (g) whether the securities are, or the account is, eligible for coverage under an investor protection fund approved or recognized by the securities regulatory authority; (h) which of the securities might be subject to a deferred sales charge if they are sold. 1884 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2.1) Paragraph (2)(g) does not apply if the party referred to in paragraph (2) (f) is required under section 14.14, or under an IIROC provision or MFDA provision, to deliver a statement to the client in respect of the securities or the account referred to in subsection (1) of this section. (3) If subsection (1) applies to a registered dealer or a registered adviser, the dealer or adviser must deliver a statement that includes the information in subsection (2) to a client at least once every 3 months, except that if a client has requested to receive statements on a monthly basis, the adviser must deliver a statement to the client every month. (4) If subsection (1) applies to a registered dealer or a registered adviser that is also required to deliver a statement to a client under subsection 14.14(1) or (3), a statement delivered under subsection (1) must be delivered to the client in one of the following ways: (a) combined with a statement delivered to the client under subsection 14.14(1) or (3) for the period ending on the same date; (b) as a separate document accompanying a statement delivered to the client under subsection 14.14(1) or (3) for the period ending on the same date; (c) as a separate document delivered within 10 days after the statement delivered to the client under subsection 14.14(1) or (3) for the period ending on the same date. (5) For the purposes of this section, a security is considered to be held for a client by a party other than the registered firm if any of the following apply: (a) the other party is the registered owner of the security as nominee on behalf of the client; (b) ownership of the security is recorded on the books of its issuer in the client’s name; (c) the other party has physical possession of a certificate evidencing ownership of the security; (d) the client has physical possession of a certificate evidencing ownership of the security. (6) This section does not apply to a registered firm in respect of a permitted client that is not an individual. 14.14.2 Security position cost information (1) If a registered dealer or registered adviser is required to deliver a statement to a client that includes information required under subsection 14.14(5) [account statements] or 14.14.1(2) [additional statements], the dealer or adviser must deliver the information referred to in subsection (2) to a client at least once every 3 months. (2) The information delivered under subsection (1) must disclose the following: (a) for each security position, in the statement, opened on or after July 15, 2015, presented on an average cost per unit or share basis or an aggregate basis, (i) the cost of the security position, determined as at the end of the period for which the information referred to in subsection 14.14(5) or 14.14.1(2) is provided, or 1885 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (ii) if the security position was transferred from another registered firm, the information referred to in subparagraph (i) or the market value of the security position as at the date of the transfer of the security position; (b) for each security position, in the statement, opened before July 15, 2015, presented on an average cost per unit or share basis or an aggregate basis; (i) the cost of the security position, determined as at the end of the period for which the information referred to in subsection 14.14(5) or 14.14.1(2) is provided, or (ii) the market value of the security position on: (A) December 31, 2015, orDecember 31, 2015; or (B) a date that is earlier than December 31, 2015 if the registered firm reasonably believes accurate, recorded historical position cost information is available for the client’s account, and it would not be misleading to the client to provide that information as at the earlier date; (2.1) If a registered firm reports one or more security positions of a client using the market value determined as at the date referred to in subparagraph (2) (a) (ii) or (2)(b)(ii), the firm must disclose in the statement that it is providing the market value of the security position as at the relevant date, instead of the cost of the security position. (3) The cost of security positions required to be disclosed under subsection (2) must be either the book cost or the original cost and must be accompanied by the definition of “book cost” in section 1.1 [definitions of terms used throughout this Instrument] or the definition of “original cost” in section 1.1, as applicable. (4) The information delivered under subsection (1) must be delivered to the client in one of the following ways: (a) combined with a statement delivered to the client that includes the information required under subsection 14.14(5) or 14.14.1(2) for the period ending on the same date; (b) in a separate document accompanying a statement delivered to the client that includes information required under subsection 14.14(5) or 14.14.1(2) for the period ending on the same date; (c) in a separate document delivered within 10 days after a statement delivered to the client that includes information required under subsection 14.14(5) or 14.14.1(2) for the period ending on the same date. (5) If the information under subsection (1) is delivered to the client in a separate document in accordance with paragraph (4)(c), the separate document must also include the following: (a) the market value of each security in the statement and, if applicable, the notification in subsection 14.11.1(2) [determining market value]; (b) the total market value of each security position in the statement; (c) the total market value of all cash and securities in the statement. (6) This section does not apply to a registered firm in respect of a permitted client that is not an individual. 1886 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 14.15 Security holder statements If there is no dealer or adviser of record for a security holder on the records of a registered investment fund manager, the investment fund manager must deliver to the security holder at least once every 12 months a statement that includes the following: (a) the information required under subsection 14.14(4) [account statements] for each transaction that the registered investment fund manager made for the security holder during the period; (b) the information required under subsection 14.14.1(2) [additional statements] for the securities of the security holder that are on the records of the registered investment fund manager; (c) the information required under section 14.14.2 [security position cost information]. 14.16 Scholarship plan dealer statements Sections 14.14 [account statements], 14.14.1 [additional statements] and 14.14.2 [security position cost information] do not apply to a scholarship plan dealer if both of the following apply: (a) the scholarship plan dealer is not registered in another dealer or adviser category; (b) the scholarship plan dealer delivers to a client a statement at least once every 12 months that provides the information required under subsections 14.14(4) and 14.14.1(2). 14.17 Report on charges and other compensation (1) For each 12-month period, a registered firm must deliver to a client a report on charges and other compensation containing the following information, except that the first report delivered after a client has opened an account may cover a period of less than 12 months: (a) the registered firm’s current operating charges which might be applicable to the client’s account; (b) the total amount of each type of operating charge related to the client’s account paid by the client during the period covered by the report, and the total amount of those charges; (c) the total amount of each type of transaction charge related to the purchase or sale of securities paid by the client during the period covered by the report, and the total amount of those charges; (d) the total amount of the operating charges reported under paragraph (b) and the transaction charges reported under paragraph (c); (e) if the registered firm purchased or sold debt securities for the client during the period covered by the report, either of the following: (i) the total amount of any mark-ups, mark-downs, commissions or other service charges the firm applied on the purchases or sales of debt securities; 1887 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (ii) the total amount of any commissions charged to the client by the firm on the purchases or sales of debt securities and, if the firm applied mark-ups, mark-downs or any service charges other than commissions on the purchases or sales of debt securities, the following notification or a notification that is substantially similar: “For debt securities purchased or sold for you during the period covered by this report, dealer firm remuneration was added to the price you paid (in the case of a purchase) or deducted from the price you received (in the case of a sale). This amount was in addition to any commissions you were charged.”; (f) if the registered firm is a scholarship plan dealer, the unpaid amount of any enrolment fee or other charge that is payable by the client; (g) the total amount of each type of payment, other than a trailing commission, that is made to the registered firm or any of its registered individuals by a securities issuer or another registrant in relation to registerable services to the client during the period covered by the report, accompanied by an explanation of each type of payment; (h) if the registered firm received trailing commissions related to securities owned by the client during the period covered by the report, the following notification or a notification that is substantially similar: “We received $[amount] in trailing commissions in respect of securities you owned during the 12-month period covered by this report. Investment funds pay investment fund managers a fee for managing their funds. The managers pay us ongoing trailing commissions for the services and advice we provide you. The amount of the trailing commission depends on the sales charge option you chose when you purchased the fund. You are not directly charged the trailing commission or the management fee. But, these fees affect you because they reduce the amount of the fund’s return to you. Information about management fees and other charges to your investment funds is included in the prospectus or fund facts document for each fund.”; (i) the total amount of fund expenses charged to the investment fund by its investment fund manager or any other party, after making the necessary adjustments to add performance fees and deduct fee waivers, rebates or absorptions, in relation to securities of investment funds owned by the client during the period covered by the report, excluding any charges included in the amounts under paragraph (c) or (f); (j) the total amount of direct investment fund charges charged to the client by an investment fund, investment fund manager or any other party, in relation to securities of investment funds owned by the client during the period covered by the report, excluding any charges included in the amounts referred to in paragraph (c) or (f); (k) the total amount of the fund expenses reported under paragraph (i) and the direct investment fund charges reported under paragraph (j); (l) the total amount of the registered firm’s charges reported under paragraph (d) and the investment fund expenses and charges reported under paragraph (k); 1888 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (m) the fund expense ratio of each class or series of securities of each investment fund owned by the client during the period covered by the report, including any performance fees and deducting any fee waivers, rebates or absorptions; (n) if the client owned investment fund securities during the period covered by the report: (i) the following notification or a notification that is substantially similar, in relation to the total amount of fund expenses reported: “Fund expenses are made up of the management fee (which includes trailing commissions paid to us), operating expenses and trading costs. You don’t pay these expenses directly. They are periodically deducted from the value of your investments by the companies that manage and operate those funds. Different funds have different fund expenses. They affect you because they reduce the fund’s returns. These expenses add up over time. Fund expenses are expressed as an annual percentage of the total value of the fund. They correspond to the sum of the fund’s management expense ratio (MER) and trading expense ratio (TER). These costs are already reflected in the current values reported for your fund investments. The number shown here is the estimated total dollar amount you paid in fund expenses for all the investment funds you owned last year. This amount depends on each of your funds’ fund expenses and the amount you invested in each fund.”, and (ii) the following notification or a notification that is substantially similar, in relation to the fund expense ratios required to be reported under paragraph (m): “Please refer to the prospectus or fund facts document of each investment fund for more detailed information about fund expenses and fund performance. Please refer to your latest account statement for more information about the market value and the number of securities of the investment funds you currently own.”; (o) the following notification or a notification that is substantially similar: “What can you do with this information? Take action by contacting your advisor to discuss the fees you pay, the impact those fees have on the long- term performance of your portfolio and the value you receive in return. If you are a self-directed investor, consider how fees impact the long-term performance of your portfolio, and possible ways to reduce those costs.”; (p) if the client owned investment fund securities during the period covered by the report and any deferred sales charges were paid by the client, the following notification or a notification that is substantially similar: “You paid this cost because you redeemed your units or shares of a fund purchased under a deferred sales charge (DSC) option before the end of the redemption fee schedule and a redemption fee was payable to the investment fund company. Information about these and other fees can be found in the prospectus or fund facts document for each investment fund made available at the time of purchase. The redemption fee was deducted from the redemption amount you received.”; 1889 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (q) if the client owned investment fund securities during the period covered by the report and direct investment fund charges, other than deferred sales charges, were charged to the client, a short explanation of the type of fees that were charged; (r) if information reported under paragraph (i), (j) or (m) is based on an approximation or any other assumption, a notification that this is the case; (s) if any structured product, labour sponsored investment fund or investment fund the securities of which are distributed solely under an exemption from the prospectus requirement was owned by the client during the period covered by the report, the following notification or a notification that is substantially similar: “Please note that other products you may own or may have owned during the reporting period, such as exempt-market investment funds, labour- sponsored investment funds or structured products, may have embedded fees that are not reported here. You can contact us for more information.”; (t) if the securities of an investment fund were owned by the client during the period covered by the report, the manager of the investment fund is incorporated, continued or organized under the laws of a foreign jurisdiction, and the information reported for those securities under paragraphs (i), (j) or (m) is based on information disclosed under the laws of a foreign jurisdiction, the following notification or a notification that is substantially similar: “This report includes information about the fund expenses and fund expense ratio of foreign investment funds. Please note that this information may not be directly comparable to equivalent information for Canadian investment funds, that may include different types of fees.”; (u) if the registered firm knows or has reason to believe that the client paid, to third parties, custodial fees, intermediary fees or interest charges related to securities owned by the client during the period covered by the report and those fees or charges are not required to be reported to the client by a registrant under this section, the following notification or a notification that is substantially similar: “The costs in this report may not include any fees you pay directly to third parties, including custodial fees, intermediary fees or interest charges that may be deducted from your account. You can contact those service providers for more information”. (2) For the purposes of this section, the information in respect of securities of a client required to be reported under subsection 14.14(5) [account statements] must be delivered in a separate report on charges and other compensation for each of the client’s accounts. (3) For the purposes of this section, the information in respect of securities of a client required to be reported under subsection 14.14.1(1) [additional statements] must be delivered in a report on charges and other compensation for the client’s account through which the securities were transacted. 1890 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (4) Subsections (2) and (3) do not apply if the registered firm provides a report on charges and other compensation that consolidates, into a single report, the required information for more than one of a client’s accounts and any securities of the client required to be reported under subsection 14.14(5) or 14.14.1(1) and if the following apply: (a) the client has consented in writing to the form of disclosure referred to in this subsection; (b) the consolidated report specifies the accounts and securities with respect to which information is required to be reported under subsection 14.14.1(1) [additional statements]. (5) This section does not apply to a registered firm in respect of a permitted client that is not an individual. (6) The total amount of fund expenses referred to in paragraph (1)(i) must be determined by adding together the daily fund expenses for each class or series of securities of each investment fund owned by the client for each day that the client owned it during the reporting period, using the following formula to calculate the daily fund expenses: A × B = C, where A = the fund expenses per security for the day of the applicable class or series of securities of an investment fund calculated in dollars using the formula in subsection 14.1.2(1); B = the number of securities owned by the client for that day; C = the daily fund expenses in dollars for a class or series of securities of an investment fund. (7) Despite paragraphs (1)(i), (m), and (r), a registered firm may exclude the information required to be reported for an investment fund under those paragraphs if the fund is a newly-established investment fund and the following notification or a notification that is substantially similar is included: “The total amount of fund expenses reported may not include cost information for newly-established investment funds.” (8) Despite paragraphs (1)(i), (j) and (m), if a reasonable approximation was provided by an investment fund manager under subsection 14.1.2(2), or if the registered firm obtained or determined a reasonable approximation under paragraph 14.17.1(2)(a), the firm may report a reasonable approximation of the information required to be reported under paragraphs (1) (i), (j) and (m). (9) For the purposes of paragraphs (1)(i), (j), (m), (n), (p), (q), (r) and (u), subsections (6), (7) and 14.1.2(3) and section 14.17.1, an investment fund does not include: (a) a labour sponsored investment fund, or (b) an investment fund whose securities are distributed solely under an exemption from the prospectus requirement. 1891 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 14.17.1 Reporting of fund expenses and direct investment fund charges (1) Subject to subsection (2), for the purposes of paragraphs 14.17(1)(i), (j), (m), (p), (q), (r) and (t), the information required to be delivered to clients by a registered dealer or registered adviser must be based on the information provided under section 14.1.1. (2) If no information is provided under section 14.1.1, or the registered firm reasonably believes that any part of the information provided pursuant to section 14.1.1 is incomplete or that relying on it would cause information required to be delivered to a client to be misleading, that firm must: (a) make reasonable efforts to obtain or determine the information referred to in subsection (1), or obtain or determine a reasonable approximation of that information, by other means, and (b) subject to subsection (3), rely on the information obtained or determined under paragraph (a). (3) If the registered firm reasonably believes it cannot obtain or determine information under paragraph (2)(a) that is not misleading, that firm must exclude the information from the calculation of the amount of fund expenses or direct investment fund charges reported to the client, as the case may be, or, in the case of a fund expense ratio, must not report the fund expense ratio, and must disclose that the information is excluded or not reported, as the case may be, in the relevant statement or report. 14.18 Investment performance report (1) A registered firm must deliver an investment performance report to a client every 12 months, except that the first report delivered after a registered firm first makes a trade for a client may be sent within 24 months after that trade. (2) For the purposes of this section, the information in respect of securities of a client required to be reported under subsection 14.14(5) [account statements] must be delivered in a separate report for each of the client’s accounts. (3) For the purposes of this section, the information in respect of securities of a client required to be reported under subsection 14.14.1(1) [additional statements] must be delivered in the report for each of the client’s accounts through which the securities were transacted. (4) Subsections (2) and (3) do not apply if the registered firm provides a report that consolidates, into a single report, the required information for more than one of a client’s accounts and any securities of the client required to be reported under subsection 14.14(5) or 14.14.1(1) and if the following apply: (a) the client has consented in writing to the form of disclosure referred to in this subsection; (b) the consolidated report specifies the accounts and securities with respect to which information is required to be reported under subsection 14.14.1(1) [additional statements]. (5) This section does not apply to: (a) a client’s account that has existed for less than a 12-month period; 1892 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) a registered dealer in respect of a client’s account in which the dealer executes trades only as directed by a registered adviser acting for the client; and (c) a registered firm in respect of a permitted client that is not an individual. (6) Despite subsection (1), a registered firm is not required to deliver a report to a client for a 12-month period referred to in that subsection if the firm reasonably believes; (a) there are no securities of the client with respect to which information is required to be reported under subsection 14.14(5) [account statements] or subsection 14.14.1(1) [additional statements], or (b) no market value can be determined for any securities of the client in respect to which information is required to be reported under subsection 14.14(5) or 14.14.1(1). 14.19 Content of investment performance report (1) An investment performance report required to be delivered under section 14.18 by a registered firm must include all of the following in respect of the securities referred to in a statement in respect of which subsection 14.14(1), (2) or (3) [account statements] or 14.14.1(1) [additional statements] apply: (a) the market value of all cash and securities in the client’s account as at the beginning of the 12-month period covered by the investment performance report; (b) the market value of all cash and securities in the client’s account as at the end of the 12-month period covered by the investment performance report; (c) the market value of all deposits and transfers of cash and securities into the client’s account, and the market value of all withdrawals and transfers of cash and securities out of the account, in the 12-month period covered by the investment performance report; (d) the market values determined under subsection (1.1); (e) Repealed. 8 Dec 2017 SR 122/2017 s4. (f) the annual change in the market value of the client’s account for the 12-month period covered by the investment performance report, determined using the following formula: A - B - C + D where: A = the market value of all cash and securities in the account as at the end of the 12-month period covered by the investment performance report; B = the market value of all cash and securities in the account at the beginning of that 12-month period; C = the market value of all deposits and transfers of cash and securities into the account in that 12‑month period; and D = the market value of all withdrawals and transfers of cash and securities out of the account in that 12-month period; 1893 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (g) subject to subsection (1.2), the cumulative change in the market value of the account since the account was opened, determined using the following formula: A - E + F where: A = the market value of all cash and securities in the account as at the end of the 12-month period covered by the investment performance report; E = the market value of all deposits and transfers of cash and securities into the account since account opening; and F = the market value of all withdrawals and transfers of cash and securities out of the account since account opening; (h) Repealed. 8 Dec 2017 SR 122/2017 s4. (i) the amount of the annualized total percentage return for the client’s account calculated net of charges, using a money-weighted rate of return calculation method generally accepted in the securities industry; (j) the definition of ‘total percentage return’ in section 1.1 and a notification indicating the following: (i) that the total percentage return in the investment performance report was calculated net of charges; (ii) the calculation method used; (iii) a general explanation in plain language of what the calculation method takes into account. (1.1) For the purposes of paragraph (1)(d), the investment performance report must include the following, as applicable: (a) if the client’s account was opened on or after July 15, 2015, the market value of all deposits and transfers of cash and securities into the client’s account, and the market value of all withdrawals and transfers of cash and securities out of the account, since opening the account; (b) if the client’s account was opened before July 15, 2015, and the firm has not delivered an investment performance report for the 12-month period ending December 31, 2016, (i) the market value of all cash and securities in the client’s account as at (A) July 15, 2015, or (B) a date that is earlier than July 15, 2015 if the registered firm reasonably believes accurate, recorded historical market value information is available for the client’s account, and it would not be misleading to the client to provide that information as at the earlier date, and (ii) the market value of all deposits and transfers of cash and securities into the account, and the market value of all withdrawals and transfers of cash and securities out of the account, since the date referred to in clause (i)(A) or (B), as applicable; 1894 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) if the client’s account was opened before July 15, 2015, and the firm delivered an investment performance report for the 12-month period ending December 31, 2016, (i) the market value of all cash and securities in the client’s account as at (A) January 1, 2016, or (B) a date that is earlier than January 1, 2016 if the registered firm reasonably believes accurate, recorded historical market value information is available for the client’s account, and it would not be misleading to the client to provide that information as at the earlier date, and (ii) the market value of all deposits and transfers of cash and securities into the account, and the market value of all withdrawals and transfers of cash and securities out of the account, since the date referred to in clause (i)(A) or (B), as applicable. (1.2) Paragraph (1)(g) does not apply if the client’s account was opened before July 15, 2015 and the registered firm includes in the investment performance report the cumulative change in the market value of the account determined using the following formula, instead of the formula in paragraph (g): A – G - H + I where A = the market value of all cash and securities in the account as at the end of the 12-month period covered by the investment performance report; G = the market value of all cash and securities in the account determined as follows: (a) if the firm has not delivered an investment performance report for the 12-month period ending December 31, 2016, the market value of all cash and securities in the client’s account as at (i) July 15, 2015, or (ii) a date that is earlier than July 15, 2015 if the registered firm reasonably believes accurate, recorded historical market value information is available for the client’s account, and it would not be misleading to the client to provide that information as at the earlier date, (b) if the has firm delivered an investment performance report for the 12-month period ending December 31, 2016, the market value of all cash and securities in the client’s account as at (i) January 1, 2016, or (ii) a date that is earlier than January 1, 2016 if the registered firm reasonably believes accurate, recorded historical market value information is available for the client’s account, and it would not be misleading to the client to provide that information as at the earlier date; 1895 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 H = the market value of all deposits and transfers of cash and securities into the account since the date used for the purposes of the definition of ‘G’;

and I = the market value of all withdrawals and transfers of cash and securities out of the account since the date used for the purposes of the definition of “G”. (2) The information delivered for the purposes of paragraph (1)(i) must be provided for each of the following periods: (a) the 12-month period covered by the investment performance report; (b) the 3-year period preceding the end of the 12-month period covered by the report; (c) the 5-year period preceding the end of the 12-month period covered by the report; (d) the 10-year period preceding the end of the 12-month period covered by the report; (e) subject to subsection (3.1), the period since the client’s account was opened if the account has been open for more than one year before the date of the report or, if the account was opened before July 15, 2015, the period since (i) July 15, 2015, or (ii) a date that is earlier than July 15, 2015 if the registered firm reasonably believes accurate, recorded annualized total percentage return information is available for the client’s account, and it would not be misleading to the client to provide that information as at the earlier date. (3) Despite subsection (2), if any portion of a period referred to in paragraph (2) (b), (c) or (d) was before July 15, 2015, the registered firm is not required to report the annualized total percentage return for that period. (3.1) Paragraph (2)(e) does not apply to a registered firm that delivered an investment performance report for the 12-month period ending December 31, 2016 if the firm provides, in the report, the annualized total percentage return information referred to in that paragraph for the period since (a) January 1, 2016, or (b) a date that is earlier than January 1, 2016 if the registered firm reasonably believes accurate, recorded annualized total percentage return information is available for the client’s account, and it would not be misleading to the client to provide that information as at the earlier date. (4) Despite subsection (1), the information a scholarship plan dealer is required to deliver under section 14.18 [investment performance report] in respect of each scholarship plan in which a client has invested through the scholarship plan dealer is the following: (a) the total amount that the client has invested in the plan as at the date of the investment performance report; (b) the total amount that would be returned to the client if, as at the date of the investment performance report, the client ceased to make prescribed payments into the plan; 1896 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) a reasonable projection of future payments that the plan might pay to the client’s designated beneficiary under the plan, or to the client, at the maturity of the client’s investment in the plan; (d) a summary of any terms of the plan that, if not met by the client or the client’s designated beneficiary under the plan, might cause the client or the designated beneficiary to suffer a loss of contributions, earnings or government contributions in the plan. (5) The information delivered under section 14.18 [investment performance report] must be presented using text, tables and charts, and must be accompanied by notes in the investment performance report explaining: (a) the content of the report and how a client can use the information to assess the performance of the client’s investments; and (b) the changing value of the client’s investments as reflected in the information in the report. (6) If a registered firm delivers information required under this section in a report to a client for a period of less than one year, the firm must not calculate the disclosed information on an annualized basis. (7) If the registered firm reasonably believes the market value cannot be determined for a security position, the market value must be assigned a value of zero in the calculation of the information delivered under subsection 14.18(1) and the fact that its market value could not be determined must be disclosed to the client. 14.20 Delivery of report on charges and other compensation and investment performance report (1) A report under section 14.17 [report on charges and other compensation] and a report under section 14.18 [investment performance report] must include information for the same 12-month period and the reports must be delivered together in one of the following ways: (a) combined with a statement delivered to the client that includes information required under subsection 14.14(1), (2) or (3) [account statements], subsection 14.14.1(2) [additional statements] or section 14.16 [scholarship plan dealer statements]; (b) accompanying a statement delivered to the client that includes information required under subsection 14.14(1), (2) or (3) [account statements], subsection 14.14.1(2) [additional statements] or section 14.16 [scholarship plan dealer statements]; (c) within 10 days after a statement delivered to the client that includes information required under subsection 14.14(1), (2) or (3) [account statements], subsection 14.14.1(2) [additional statements] or section 14.16 [scholarship plan dealer statements]. (2) Subsection (1) does not apply in respect of the first report under section 14.17 [report on charges and other compensation] and the first report under section 14.18 [investment performance report] for a client. 1897 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 15 GRANTING AN EXEMPTION 15.1 Who can grant an exemption (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario only the regulator may grant such an exemption. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14- 101 Definitions opposite the name of the local jurisdiction. PART 16 TRANSITION 16.1 Change of registration categories – individuals On the day this Instrument comes into force, an individual registered in a category referred to in: (a) column 1 of Appendix C [new category names – individuals], opposite the name of the local jurisdiction, is registered as a dealing representative; (b) column 2 of Appendix C [new category names – individuals], opposite the name of the local jurisdiction, is registered as an advising representative; and (c) column 3 of Appendix C [new category names – individuals], opposite the name of the local jurisdiction, is registered as an associate advising representative. 16.2 Change of registration categories – firms On the day this Instrument comes into force, a person or company registered in a category referred to in: (a) column 1 of Appendix D [new category names – firms], opposite the name of the local jurisdiction, is registered as an investment dealer; (b) column 2 of Appendix D [new category names – firms], opposite the name of the local jurisdiction, is registered as a mutual fund dealer; (c) column 3 of Appendix D [new category names – firms], opposite the name of the local jurisdiction, is registered as a scholarship plan dealer; (d) column 4 of Appendix D [new category names – firms], opposite the name of the local jurisdiction, is registered as a restricted dealer; (e) column 5 of Appendix D [new category names – firms], opposite the name of the local jurisdiction, is registered as a portfolio manager; and (f) column 6 of Appendix D [new category names – firms], opposite the name of the local jurisdiction, is registered as a restricted portfolio manager. 16.3 Change of registration categories – limited market dealers (1) This section applies in Ontario and Newfoundland and Labrador. (2) On the day this Instrument comes into force, a person or company registered as a limited market dealer is registered as an exempt market dealer. 1898 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) On the day this Instrument comes into force, an individual registered to trade on behalf of a limited market dealer is registered as a dealing representative of the dealer. (4) Sections 12.1 [capital requirements] and 12.2 [notifying the regulator of a subordination agreement] do not apply to a person or company registered as an exempt market dealer under subsection (2) until one year after this Instrument comes into force. (5) Sections 12.3 [insurance – dealer] and 12.7 [notifying the regulator of a change, claim or cancellation] do not apply to a person or company registered as an exempt market dealer under subsection (2) until 6 months after this Instrument comes into force. 16.4 Registration for investment fund managers active when this Instrument comes into force (1) The requirement to register as an investment fund manager does not apply to a person or company that is acting as an investment fund manager on the day this Instrument comes into force: (a) until one year after this Instrument comes into force; or (b) if the person or company applies for registration as an investment fund manager within one year after this Instrument comes into force, until the regulator or, in Québec, the securities regulatory authority has accepted or refused the registration. (2) Subsection (1) is repealed one year after this Instrument comes into force. (3) Section 12.5 [insurance – investment fund manager] does not apply to a registered dealer or a registered adviser that is acting as an investment fund manager on the day this Instrument comes into force. (4) Subsection (3) is repealed one year after this Instrument comes into force. 16.5 Temporary exemption for Canadian investment fund manager registered in its principal jurisdiction (1) A person or company is not required to register in the local jurisdiction as an investment fund manager if it is registered, or has applied for registration, as an investment fund manager in the jurisdiction of Canada in which its head office is located. (2) Subsection (1) is repealed on September 28, 2012. 16.6 Temporary exemption for foreign investment fund managers (1) The investment fund manager registration requirement does not apply to a person or company that is acting as an investment fund manager if its head office is in not in a jurisdiction of Canada. (2) Subsection (1) is repealed on September 28, 2012. 16.7 Registration of exempt market dealers (1) This section does not apply in Ontario and Newfoundland and Labrador. (2) In this section, “the exempt market” means those trading and underwriting activities listed in subparagraph 7.1(2)(d) [dealer categories]. 1899 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) The requirement to register as an exempt market dealer does not apply to a person or company that acts as a dealer in the exempt market on the day this Instrument comes into force: (a) until one year after this Instrument comes into force; or (b) if the person or company applies for registration as an exempt market dealer within one year after this Instrument comes into force, until the regulator or, in Québec, the securities regulatory authority has accepted or refused the registration. (4) The requirement to register as a dealing representative of an exempt market dealer does not apply to an individual who acts as a dealer in the exempt market on the day this Instrument comes into force: (a) until one year after this Instrument comes into force; or (b) if the individual applies to be registered as a dealing representative of an exempt market dealer within one year after this Instrument comes into force, until the regulator or, in Québec, the securities regulatory authority has accepted or refused the registration. 16.8 Registration of ultimate designated persons If a person or company is a registered firm on the day this Instrument comes into force, section 11.2 [designating an ultimate designated person] does not apply to the firm: (a) until 3 months after this Instrument comes into force; or (b) if an individual applies to be registered as the ultimate designated person of the firm within 3 months after this Instrument comes into force, until the regulator or, in Québec, the securities regulatory authority has accepted or refused the registration. 16.9 Registration of chief compliance officers (1) If a person or company is a registered firm on the date this Instrument comes into force, section 11.3 [designating a chief compliance officer] does not apply to the firm: (a) until 3 months after this Instrument comes into force; or (b) if an individual applies to be registered as the chief compliance officer of the firm within 3 months after this Instrument comes into force, until the regulator or, in Québec, the securities regulatory authority has accepted or refused the registration. (2) If an individual applies to be registered as the chief compliance officer of a registered firm in a jurisdiction of Canada within 3 months after this Instrument comes into force and the individual was identified on the National Registration Database as the firm’s compliance officer on the date this Instrument came into force, the following sections do not apply in respect of the individual so long as he or she remains registered as the firm’s chief compliance officer: (a) section 3.6 [mutual fund dealer – chief compliance officer], if the registered firm is a mutual fund dealer; (b) section 3.8 [scholarship plan dealer – chief compliance officer], if the registered firm is a scholarship plan dealer; 1900 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) section 3.10 [exempt market dealer – chief compliance officer], if the registered firm is an exempt market dealer; (d) section 3.13 [portfolio manager – chief compliance officer], if the registered firm is a portfolio manager. (3) If an individual applies to be registered as the chief compliance officer of a registered firm in a jurisdiction of Canada within 3 months after this Instrument comes into force and the individual was not identified on the National Registration Database as the firm’s compliance officer on the date this Instrument came into force, the following sections do not apply in respect of the individual until one year after this Instrument comes into force: (a) section 3.6 [mutual fund dealer – chief compliance officer], if the registered firm is a mutual fund dealer; (b) section 3.8 [scholarship plan dealer – chief compliance officer], if the registered firm is a scholarship plan dealer; (c) section 3.10 [exempt market dealer – chief compliance officer], if the registered firm is an exempt market dealer; (d) section 3.13 [portfolio manager – chief compliance officer], if the registered firm is a portfolio manager. (4) In Ontario and Newfoundland and Labrador, despite paragraphs (2)(c) and (3) (c), if an individual applies to be registered as the chief compliance officer of an exempt market dealer within 3 months after this Instrument comes into force, section 3.10 [exempt market dealer – chief compliance officer] does not apply in respect of the individual until one year after this Instrument comes into force. 16.10 Proficiency for dealing and advising representatives If an individual is registered in a jurisdiction of Canada as a dealing or advising representative in a category referred to in a section of Division 2 [education and experience requirements] of Part 3 on the day this Instrument comes into force, that section does not apply to the individual so long as the individual remains registered in the category. 16.11 Capital requirements (1) A person or company that is a registered firm on the day this Instrument comes into force is exempt from sections 12.1 [capital requirements] and 12.2 [notifying the regulator of a subordination agreement] if it complies with each provision listed in Appendix E [non-harmonized capital requirements] across from the name of the firm’s principal jurisdiction. (2) Subsection (1) is repealed one year after this Instrument comes into force. 16.12 Continuation of existing discretionary relief A person or company that was entitled to rely on an exemption, waiver or approval granted to it by a regulator or securities regulatory authority relating to a requirement under securities legislation or securities directions existing immediately before this Instrument came into force is exempt from any substantially similar provision of this Instrument to the same extent and on the same conditions, if any, as contained in the exemption, waiver or approval. 1901 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 16.13 Insurance requirements (1) A person or company that is a registered firm on the day this Instrument comes into force is exempt from sections 12.3 [insurance – dealer] to 12.7 [notifying the regulator of a change, claim or cancellation] if it complies with each provision listed in Appendix F [non-harmonized insurance requirements] across from the name of the firm’s principal jurisdiction. (2) In Québec, subsection (1), does not apply to a registered firm that is a mutual fund dealer or a scholarship plan dealer on the day this Instrument comes into force. (3) Subsections (1) and (2) are repealed 6 months after this Instrument comes into force. 16.14 Relationship disclosure information (1) Section 14.2 [relationship disclosure information] does not apply to a person or company that is a registrant on the day this Instrument comes into force. (2) Subsection (1) is repealed one year after this Instrument comes into force. 16.15 Referral arrangements (1) Division 3 [referral arrangements] of Part 13 does not apply to a person or company that is a registrant on the day this Instrument comes into force. (2) Subsection (1) is repealed 6 months after this Instrument comes into force. 16.16 Complaint handling (1) In each jurisdiction of Canada except Québec, section 13.16 [dispute resolution service] does not apply to a person or company that is a registered firm in a jurisdiction of Canada on the day this Instrument comes into force. (2) Subsection (1) is repealed on September 28, 2012. 16.17 Account statements - mutual fund dealers (1) Section 14.14 [account statements] does not apply to a person or company that was, on September 28, 2009, either of the following: (a) a member of the MFDA; (b) a mutual fund dealer in Québec, unless it was also a portfolio manager in Québec. (2) Subsection (1) is repealed on September 28, 2011. 16.18 Transition to exemption – international dealers (1) This section applies in Ontario and Newfoundland and Labrador. (2) If a person or company is registered in the category of international dealer on the day this Instrument comes into force, its registration in that category is revoked. (3) If a person or company is registered in the category of international dealer on the day this Instrument comes into force, paragraphs 8.18(3)(e) and 8.18(4)(b) [international dealer] do not apply to the person or company until one month after this Instrument comes into force. 1902 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 16.19 Transition to exemption – international advisers (1) This section applies in Ontario. (2) If a person or company is registered in the category of international adviser on the day this Instrument comes into force, its registration in that category is revoked one year after this Instrument comes into force. (3) If the registration of a person or company is revoked under subsection (2), the registration of each individual registered to act as an adviser on behalf of the person or company is revoked. (4) If a person or company is registered in the category of international adviser on the day this Instrument comes into force, paragraphs (e) and (f) of subsection 8.26(4) [international adviser] do not apply to the person or company until one year after this Instrument comes into force. 16.20 Transition to exemption – portfolio manager and investment counsel (foreign) (1) This section applies in Alberta. (2) If a person or company is registered in the category of portfolio manager and investment counsel (foreign) on the day this Instrument comes into force, its registration in that category is revoked one year after this Instrument comes into force. (3) If the registration of a person or company is revoked under subsection (2), the registration of each individual registered to act as an adviser on behalf of the person or company is revoked. (4) If a person or company is registered in the category of portfolio manager and investment counsel (foreign) on the day this Instrument comes into force, paragraphs (e) and (f) of subsection 8.26(4) [international adviser] do not apply to the person or company until one year after this Instrument comes into force. PART 17 WHEN THIS INSTRUMENT COMES INTO FORCE 17.1 Effective date (1) Except in Ontario, this Instrument comes into force on September 28, 2009. (2) In Ontario, this Instrument comes into force on the later of the following: (a) September 28, 2009; (b) the day on which sections 4, 5 and subsections 20(1) to (11) of Schedule 26 of the Budget Measures Act, 2009 are proclaimed in force. (3) Subject to subsection (2), The Securities Commission (Adoption of National Instruments) (NI 31-103 and NI 33-109) Amendment Regulations, 2017 come into force on December 4, 2017. 1903 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (4) The following provisions of The Securities Commission (Adoption of National Instruments) (NI 31-103 and NI 33-109) Amendment Regulations, 2017 come into force on June 4, 2018: (a) subsections 4(1) and (2); (b) paragraphs 4(12)(c), (d) and (e); (c) paragraphs 4(14)(c), (d) and (e); (d) paragraphs 4(16)(c), (d) and (e); (e) paragraphs 4(18)(c), (d) and (e); (f) subsection 4(26); (g) paragraph 4(28)(b); (h) subsections 4(29) to (34), (47) to (50) and (52) to (55). (5) In Saskatchewan, despite subsections (3) and (4), if The Securities Commission (Adoption of National Instruments) (NI 31-103 and NI 33-109) Amendment Regulations, 2017 are filed with the Registrar of Regulations after December 4, 2017, (a) subject to paragraph (b), The Securities Commission (Adoption of National Instruments) (NI 31-103 and NI 33-109) Amendment Regulations, 2017 come into force on the day on which it is filed with the Registrar of Regulations, and (b) the provisions of The Securities Commission (Adoption of National Instruments) (NI 31-103 and NI 33-109) Amendment Regulations, 2017 referenced in subsection (4) come into force six months after that day. 1904 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 31-103F1 CALCULATION OF EXCESS WORKING CAPITAL __________________________________________________ Firm Name Capital Calculation (as at ____________ with comparative figures as at ________________) Component Current period Prior period 1. Current assets 2. Less current assets not readily convertible into cash (e.g., prepaid expenses) 3. Adjusted current assets Line 1 minus line 2 = 4. Current liabilities 5. Add 100% of non-current related party debt unless the firm and the lender have executed a subordination agreement in the form set out in Appendix B of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and the firm has delivered a copy of the agreement to the regulator or, in Québec, the securities regulatory authority. See section 12.2 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations 6. Adjusted current liabilities Line 4 plus line 5 = 7. Adjusted working capital Line 3 minus line 6 = 8. Less minimum capital 9. Less market risk 10. Less any deductible under the bonding or insurance policy required under Part 12 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations or, in Québec, for a firm registered only in that jurisdiction and solely in the category of mutual fund dealer, less the deductible under the liability insurance required under section 193 of the Québec Securities Regulation 11. Less Guarantees 12. Less unresolved differences 13. Excess working capital 1905 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Notes: Form 31-103F1 Calculation of Excess Working Capital must be prepared using the accounting principles that you use to prepare your financial statements in accordance with National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. Section 12.1 of Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations provides further guidance in respect of these accounting principles. Line 5. Related-party debt - Refer to the Handbook for the definition of “related party” for publicly accountable enterprises. The firm is required to deliver a copy of the executed subordination agreement to the regulator or, in Québec, the securities regulatory authority on the earlier of a) 10 days after the date the agreement is executed or b) the date an amount subordinated by the agreement is excluded from its calculation of excess working capital on Form 31-103F1 Calculation of Excess Working Capital. The firm must notify the regulator or, in Québec, the securities regulatory authority, 10 days before it repays the loan (in whole or in part), or terminates the subordination agreement. See section 12.2 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Line 8. Minimum Capital - The amount on this line must be not less than (a) $25,000 for an adviser and (b) $50,000 for a dealer. For an investment fund manager, the amount must be not less than $100,000 unless subsection 12.1(4) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations applies. Line 9. Market Risk - The amount on this line must be calculated according to the instructions set out in Schedule 1 to Form 31-103F1 Calculation of Excess Working Capital. A schedule supporting the calculation of any amounts included in Line 9 as market risk should be provided to the regulator or, in Québec, the securities regulatory authority in conjunction with the submission of Form 31-103F1 Calculation of Excess Working Capital. Line 11. Guarantees - If the registered firm is guaranteeing the liability of another party, the total amount of the guarantee must be included in the capital calculation. If the amount of a guarantee is included in the firm’s statement of financial position as a current liability and is reflected in line 4, do not include the amount of the guarantee on line 11. Line 12. Unresolved differences - Any unresolved differences that could result in a loss from either firm or client assets must be included in the capital calculation. The examples below provide guidance as to how to calculate unresolved differences: (i) If there is an unresolved difference relating to client securities, the amount to be reported on Line 12 will be equal to the fair value of the client securities that are short, plus the applicable margin rate for those securities. (ii) If there is an unresolved difference relating to the registrant’s investments, the amount to be reported on Line 12 will be equal to the fair value of the investments (securities) that are short. (iii) If there is an unresolved difference relating to cash, the amount to be reported on Line 12 will be equal to the amount of the shortfall in cash. Please refer to section 12.1 of Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations for further guidance on how to prepare and file Form 31-103 Calculation of Excess Working Capital. 1906 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Management Certification Registered Firm Name: ___________________________________________________ We have examined the attached capital calculation and certify that the firm is in compliance with the capital requirements as at ______________________________. Name and Title Signature Date 1. __________________________________ ______________________ ____________ __________________________________ 2. __________________________________ ______________________ ____________ Schedule 1 of Form 31-103F1 Calculation of Excess Working Capital (calculating line 9 [market risk]) For purposes of completing this form: (1) “Fair value” means the value of a security determined in accordance with Canadian GAAP applicable to publicly accountable enterprises. (2) For each security whose value is included in line 1, Current Assets, multiply the fair value of the security by the margin rate for that security set out below. Add up the resulting amounts for all of the securities you hold. The total is the “market risk” to be entered on line 9. (a) Bonds, Debentures, Treasury Bills and Notes (i) Bonds, debentures, treasury bills and other securities of or guaranteed by the Government of Canada, of the United Kingdom, of the United States of America or of any other national foreign government (provided those foreign government securities have a current credit rating described in subparagraph (i.1)) maturing (or called for redemption): within 1 year: 1% of fair value multiplied by the fraction determined by dividing the number of days to maturing by 365 over 1 year to 3 years: 1% of fair value over 3 years to 7 years: 2% of fair value over 7 years to 11 years: 4% of fair value over 11 years: 4% of fair value 1907 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (i.1) A credit rating from a designated rating organization listed below, from a DRO affiliate of an organization listed below, from a designated rating organization that is a successor credit rating organization of an organization listed below or from a DRO affiliate of such successor credit rating organization, that is the same as one of the following corresponding rating categories or that is the same as a category that replaces one of the following corresponding rating categories: Designated Rating Long Short Organization Term Debt Term Debt DBRS Limited AAA R‑1(high) Fitch Ratings, Inc. AAA F1+ Moody’s Canada Inc. Aaa Prime‑1 S&P Global Ratings Canada AAA A-1+ (ii) Bonds, debentures, treasury bills and other securities of or guaranteed by any jurisdiction of Canada and obligations of the International Bank for Reconstruction and Development, maturing (or called for redemption): within 1 year: 2% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365 over 1 year to 3 years: 3% of fair value over 3 years to 7 years: 4% of fair value over 7 years to 11 years: 5% of fair value over 11 years: 5% of fair value (iii) Bonds, debentures or notes (not in default) of or guaranteed by any municipal corporation in Canada or the United Kingdom maturing: within 1 year: 3% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365 over 1 year to 3 years: 5% of fair value over 3 years to 7 years: 5% of fair value over 7 years to 11 years: 5% of fair value over 11 years: 5% of fair value (iv) Other non-commercial bonds and debentures, (not in default): 10% of fair value 1908 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (v) Commercial and corporate bonds, debentures and notes (not in default) and non-negotiable and non-transferable trust company and mortgage loan company obligations registered in the registered firm’s name maturing: within 1 year: 3% of fair value over 1 year to 3 years: 6% of fair value over 3 years to 7 years: 7% of fair value over 7 years to 11 years: 10% of fair value over 11 years: 10% of fair value (b) Bank Paper Deposit certificates, promissory notes or debentures issued by a Canadian chartered bank (and of Canadian chartered bank acceptances) maturing: within 1 year: 2% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365 over 1 year: apply rates for commercial and corporate bonds, debentures and notes (c) Acceptable foreign bank paper Deposit certificates, promissory notes or debentures issued by a foreign bank, readily negotiable and transferable and maturing: within 1 year: 2% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365 over 1 year: apply rates for commercial and corporate bonds, debentures and notes “Acceptable Foreign Bank Paper” consists of deposit certificates or promissory notes issued by a bank other than a Canadian chartered bank with a net worth (i.e., capital plus reserves) of not less than $200,000,000. (d) Mutual Funds Securities of mutual funds qualified by prospectus for sale in any jurisdiction of Canada: (i) 5% of the net asset value per security as determined in accordance with National Instrument 81-106 Investment Fund Continuous Disclosure, where the fund is a money market mutual fund as defined in National Instrument 81‑102 Investment Funds; or (ii) the margin rate determined on the same basis as for listed stocks multiplied by the net asset value per security of the fund as determined in accordance with National Instrument 81-106 Investment Fund Continuous Disclosure. 1909 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Securities of mutual funds qualified by prospectus for sale in the United States of America: 5% of the net asset value per security if the fund is registered as an investment company under the Investment Company Act of 1940, as amended from time to time, and complies with Rule 2a-7 thereof (e) Stocks In this paragraph, “securities” includes rights and warrants and does not include bonds and debentures. (i) On securities including investment fund securities, rights and warrants, listed on any exchange in Canada or the United States of America: Long Positions - Margin Required Securities selling at $2.00 or more - 50% of fair value Securities selling at $1.75 to $1.99 - 60% of fair value Securities selling at $1.50 to $1.74 - 80% of fair value Securities selling under $1.50 - 100% of fair value Short Positions - Credit Required Securities selling at $2.00 or more - 150% of fair value Securities selling at $1.50 to $1.99 - $3.00 per share Securities selling at $0.25 to $1.49 - 200% of fair value Securities selling at less than $0.25 - fair value plus $0.25 per shares (ii) For positions in securities that are constituent securities on a major broadly-based index of one of the following exchanges, 50% of the fair value: (a) Australian Stock Exchange Limited (b) Bolsa de Madrid (c) Borsa Italiana (d) Copenhagen Stock Exchange (e) Euronext Amsterdam (f) Euronext Brussels (g) Euronext Paris S.A. (h) Frankfurt Stock Exchange (i) London Stock Exchange (j) New Zealand Exchange Limited (k) Stockholm Stock Exchange (l) SIX Swiss Exchange (m) The Stock Exchange of Hong Kong Limited (n) Tokyo Stock Exchange 1910 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (f) Mortgages (i) For a firm registered in any jurisdiction of Canada except Ontario: (a) Insured mortgages (not in default): 6% of fair value (b) Mortgages which are not insured (not in default): 12% of fair value; (ii) For a firm registered in Ontario: (a) Mortgages insured under the National Housing Act (Canada) (not in default): 6% of fair value (b) Conventional first mortgages (not in default): 12% of fair value. If you are registered in Ontario regardless of whether you are also registered in another jurisdiction of Canada, you will need to apply the margin rates set forth in (ii) above. (g) For all other securities - 100% of fair value. FORM 31-103F2 SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE (sections 8.18 [international dealer] and 8.26 [international adviser]) 1. Name of person or company (“International Firm”): 2. If the International Firm was previously assigned an NRD number as a registered firm or an unregistered exempt international firm, provide the NRD number of the firm. 3. Jurisdiction of incorporation of the International Firm: 4. Head office address of the International Firm: 5. The name, e-mail address, phone number and fax number of the International Firm’s chief compliance officer. Name: E-mail address: Phone: Fax: 6. Section of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations the International Firm is relying on:  Section 8.18 [international dealer]  Section 8.26 [international adviser]  Other 7. Name of agent for service of process (the “Agent for Service”): 1911 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 8. Address for service of process on the Agent for Service: 9. The International Firm designates and appoints the Agent for Service at the address stated above as its agent upon whom may be served a notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi- criminal or other proceeding (a “Proceeding”) arising out of or relating to or concerning the International Firm’s activities in the local jurisdiction and irrevocably waives any right to raise as a defence in any such proceeding any alleged lack of jurisdiction to bring such Proceeding. 10. The International Firm irrevocably and unconditionally submits to the non- exclusive jurisdiction of the judicial, quasi-judicial and administrative tribunals of the local jurisdiction in any Proceeding arising out of or related to or concerning the International Firm’s activities in the local jurisdiction. 11. Until 6 years after the International Firm ceases to rely on section 8.18 [international dealer] or section 8.26 [international adviser], the International Firm must submit to the securities regulatory authority a. a new Submission to Jurisdiction and Appointment of Agent for Service in this form no later than the 30th day before the date this Submission to Jurisdiction and Appointment of Agent for Service is terminated; and b. an amended Submission to Jurisdiction and Appointment of Agent for Service no later than the 30th day before any change in the name or above address of the Agent for Service. 12. This Submission to Jurisdiction and Appointment of Agent for Service is governed by and construed in accordance with the laws of the local jurisdiction. Dated: ________________________________________________________________________ _______________________________________________________________________________ (Signature of the International Firm or authorized signatory) _______________________________________________________________________________ (Name and Title of authorized signatory) Acceptance The undersigned accepts the appointment as Agent for Service of (Insert name of International Firm) under the terms and conditions of the foregoing Submission to Jurisdiction and Appointment of Agent for Service. Dated: ________________________________________________________________________ _______________________________________________________________________________ (Signature of Agent for Service or authorized signatory) _______________________________________________________________________________ (Name and Title of authorized signatory) 1912 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 31-103F3 USE OF MOBILITY EXEMPTION [Section 2.2 [client mobility exemption – individuals]] This is to notify the securities regulatory authority that the individual named in paragraph 1 is relying on the exemption in section 2.2 [client mobility exemption – individuals] of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. 1. Individual information Name of individual: _______________________________________________________ NRD number of individual: _________________________________________________ The individual is relying on the client mobility exemption in each of the following jurisdictions of Canada: __________________________________________________________________________ 2. Firm information Name of the individual’s sponsoring firm: __________________________________________________________________________ NRD number of firm: ___________________________________________________________ Dated: ____________________________________ _______________________________________________________________________________ (Signature of an authorized signatory of the individual’s sponsoring firm) _______________________________________________________________________________ (Name and title of authorized signatory) 1913 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 APPENDIX A – BONDING AND INSURANCE CLAUSES [Section 12.3 [insurance – dealer], section 12.4 [insurance – adviser] and section 12.5 [insurance – investment fund manager]] Clause Name of Clause Details A Fidelity This clause insures against any loss through dishonest or fraudulent act of employees. B On Premises This clause insures against any loss of money and securities or other property through robbery, burglary, theft, hold-up, or other fraudulent means, mysterious disappearance, damage or destruction while within any of the insured’s offices, the offices of any banking institution or clearing house or within any recognized place of safe-deposit. C In Transit This clause insures against any loss of money and securities or other property through robbery, burglary, theft, hold-up, misplacement, mysterious disappearance, damage or destruction, while in transit in the custody of any employee or any person acting as messenger except while in the mail or with a carrier for hire other than an armoured motor vehicle company. D Forgery or This clause insures against any loss through Alterations forgery or alteration of any cheques, drafts, promissory notes or other written orders or directions to pay sums in money, excluding securities. E Securities This clause insures against any loss through having purchased or acquired, sold or delivered, or extended any credit or acted upon securities or other written instruments which prove to have been forged, counterfeited, raised or altered, or lost or stolen, or through having guaranteed in writing or witnessed any signatures upon any transfers, assignments or other documents or written instruments. 1914 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) APPENDIX B – SUBORDINATION AGREEMENT [Line 5 of Form 31-103F1 Calculation of excess working capital] SUBORDINATION AGREEMENT THIS AGREEMENT is made as of the ________ day of __________________, 20 ____ BETWEEN: [insert name] (the “Lender”) AND [insert name] (the “Registered Firm”, which term shall include all successors and assigns of the Registered Firm) (collectively, the “Parties”) This Agreement is entered into by the Parties under National Instrument Registration 31-103 Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”) in connection with a loan made on the_________________________ day of __________________________________, 20 ______ by the Lender to the Registered Firm in the amount of $ _______________(the “Loan”) for the purpose of allowing the Registered Firm to carry on its business. For good and valuable consideration, the Parties agree as follows: 1. Subordination The repayment of the loan and all amounts owed thereunder are subordinate to the claims of the other creditors of the Registered Firm. 2. Dissolution, winding-up, liquidation, insolvency or bankruptcy of the Registered Firm In the event of the dissolution, winding-up, liquidation, insolvency or bankruptcy of the Registered Firm: (a) the creditors of the Registered Firm shall be paid their existing claims in full in priority to the claims of the Lender; (b) the Lender shall not be entitled to make any claim upon any property belonging or having belonged to the Registered Firm, including asserting the right to receive any payment in respect to the Loan, before the existing claims of the other creditors of the Registered Firm have been settled. 3. Terms and conditions of the Loan During the term of this Agreement: (a) interest can be paid at the agreed upon rate and time, provided that the payment of such interest does not result in a capital deficiency under NI 31-103; (b) any loan or advance or posting of security for a loan or advance by the Registered Firm to the Lender, shall be deemed to be a payment on account of the Loan. 1915 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4. Notice to the Securities Regulatory Authority The Registered Firm must notify the Securities Regulatory Authority 10 days before to the full or partial repayment of the loan. Further documentation may be requested by the Securities Regulatory Authority after receiving the notice from the Registered Firm. 5. Termination of this Agreement This Agreement may only be terminated by the Lender once the notice required pursuant to Section 4 of this Agreement is received by the Securities Regulatory Authority. The Parties have executed and delivered this Agreement as of the date set out above.

[Registered Firm] _______________________________________________________________________________ Authorized signatory _______________________________________________________________________________ Authorized signatory [Lender] _______________________________________________________________________________ Authorized signatory _______________________________________________________________________________ Authorized signatory 1916 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) APPENDIX C – NEW CATEGORY NAMES – INDIVIDUALS [Section 16.1 [change of registration categories – individuals]] Column 1 Column 2 Column 3 [dealing [advising [associate advising representative] representative] representative] Alberta Officer (Trading) Officer (Advising) Advising Salesperson Employee Partner (Trading) Partner (Trading) Junior Officer (Advising) British Salesperson Advising Employee Advising — Columbia Trading Partner Partner Trading Director Advising Director Trading Officer Manitoba Salesperson Advising Employee Associate Advising Officer Branch Manager Advising Officer Associate Advising Director Trading Partner Advising Director Associate Advising Partner Trading Director Advising Partner Associate Advising Employee Trading Officer Partner (advising) New Brunswick Salesperson Representative (advising) Associate officer (advising), Officer (trading) Officer (advising) Associate partner (advising), Partner (trading) Officer (advising) Associate representative Sole proprietor (advising) (advising) Newfoundland Sales Person Officer (Advising) — and Labrador Officer (Trading) Partner (Advising) Partner (Trading) Nova Scotia Salesperson Officer- advising — Officer – trading Partner- advising Partner‑ trading Partner‑ counseling Director - trading Director- advising Director- counseling Ontario Salesperson Advising Representative — Officer (Trading) Officer (Advising) Partner (Trading) Partner (Advising) Sole Proprietor Sole Proprietor Prince Edward Salesperson Counselling Officer (Officer) — Island Officer (Trading) Counselling Officer (Partner) Partner (Trading) Counselling Officer (Other) Québec Representative, Representative (Portfolio — Representative - Group Manager), (Advising), Savings Plan Representative – Options, (salesperson), Representative - Futures Representative - Scholarship Plan (salesperson) Saskatchewan Officer (Trading) Officer (Advising) — Partner (Trading) Partner (Advising) Salesperson Employee (Advising) Northwest Salesperson Representative (Advising) — Territories Officer (Trading) Officer (Advising) Partner (Trading) Partner (Advising) Nunavut Salesperson Representative (Advising) — Officer (Trading) Officer (Advising) Partner (Trading) Partner (Advising) Yukon Salesperson Representative (Advising) — Officer (Trading) Officer (Advising) Partner (Trading) Partner (Advising) Sole proprietor (Trading) 1917 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 APPENDIX D – NEW CATEGORY NAMES – FIRMS [Section 16.2 [change of registration categories – firms]] Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 [investment [mutual fund [scholarship [restricted [portfolio [restricted dealer] dealer] plan dealer] dealer] manager] portfolio manager] Alberta investment mutual fund scholarship dealer, dealer investment portfolio dealer dealer plan dealer (exchange counsel and/ manager/ contracts), dealer or portfolio investment (restricted) manager counsel (exchange contracts) British Columbia investment mutual fund scholarship exchange investment — dealer dealer plan dealer contracts dealer, counsel or special limited portfolio dealer manager Manitoba investment mutual fund scholarship — investment — dealer dealer plan dealer counsel or portfolio manager New Brunswick investment mutual fund scholarship — investment — dealer dealer plan dealer counsel or portfolio manager Newfoundland investment mutual fund scholarship — investment — and Labrador dealer dealer plan dealer counsel or portfolio manager Nova Scotia investment mutual fund scholarship — investment — dealer dealer plan dealer counsel or portfolio manager Ontario investment mutual fund scholarship — investment — dealer dealer plan dealer counsel or portfolio manager Prince Edward investment mutual fund scholarship — investment — Island dealer dealer plan dealer counsel or portfolio manager Québec unrestricted firm in group scholarship Québec Business unrestricted restricted practice dealer, savings-plan plan dealer investment practice practice unrestricted brokerage company (QBIC) adviser, advisor practice dealer Debt securities unrestricted (introducing dealer restricted practice broker), practice adviser unrestricted Dealer firm (International practice dealer in investment Financial (International contract Centre) Financial brokerage Centre), discount unrestricted broker practice dealer (Nasdaq) Saskatchewan investment mutual fund scholarship — investment — dealer dealer plan dealer counsel or portfolio manager Northwest investment mutual fund scholarship — investment — Territories dealer dealer plan dealer counsel or portfolio manager Nunavut investment mutual fund scholarship — investment — dealer dealer plan dealer counsel or portfolio manager Yukon broker broker scholarship — investment — plan dealer counsel or portfolio manager 1918 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) APPENDIX E – NON-HARMONIZED CAPITAL REQUIREMENTS [Section 12.1 [capital requirements]] Alberta Sections 23 and 24 of the Alberta Securities Commission Rules (General) British Columbia Sections 19, 20, 24 and 25 of the Securities Rules.Sections 2.1(i), 2.3(i), 9.4, 13.3, 15.4 and 16.3 of BC Policy 31-601 Registration Requirements. Manitoba None in the Act or Regulations – Handled through terms and conditions New Brunswick Sections 7.1, 7.2, 7.3, 7.4 and 7.5 of New Brunswick Local Rule 31-501 Registration Requirements, as those sections read immediately before revocation Newfoundland and Labrador Sections 84, 85, 95, 96, 97 and 99 of the Securities Regulations under the Securities Act (O.C. 96-286) Nova Scotia Section 23 of the General Securities Rules, as the section read immediately before revocation Ontario Sections 96, 97, 107, 111 of the Ontario Regulation 1015 made under the Securities Act, as those sections read immediately before revocation Prince Edward Island Section 34 of the former Securities Act Regulations and incorporated by reference by Local Rule 31-501 (Transitional Registration Requirements) Québec Sections 207 to 209, 211 and 212 of the Québec Securities Regulation or sections 8 to 11 of the Regulation respecting the trust accounts of financial resources of securities firms as those sections read immediately before repeal Saskatchewan Sections 19 and 24 of The Securities Regulations (Saskatchewan) as those sections read immediately before revocation Northwest Territories None in the Act, Regulations, or local rules – Handled through terms and conditions Nunavut None in the Act, Regulations, or local rules – Handled through terms and conditions Yukon Local Rule 31-501 Registration Requirements 1919 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 APPENDIX F – NON-HARMONIZED INSURANCE REQUIREMENTS [Section 16.13 [insurance requirements]] Alberta Sections 25 and 26 of the Alberta Securities Commission Rules (General) British Columbia Sections 21 and 22 of the Securities RulesSections 2.1(h), 2.3(h and 2.5(h) of BC Policy 31-601 Registration Requirements Manitoba Subsection 7(4) of the Securities Act – general requirement at Director’s discretion New Brunswick Sections 8.1, 8.2, 8.3 and 8.7 of New Brunswick Local Rule 31-501 Registration Requirements, as those sections read immediately before revocation Newfoundland and Labrador Sections 95, 96, and 97 of the Securities Regulations under the Securities Act (O.C. 96-286) Nova Scotia Section 24 of the General Securities Rules, as the section read immediately before revocation Ontario Sections 96, 97, 108, 109 of the Ontario Regulation 1015 made under the Securities Act, as those sections read immediately before revocation Prince Edward Island Section 35 of the former Securities Act Regulations and incorporated by reference by Local Rule 31-501 (Transitional Registration Requirements) Québec Section 213 and 214 of the Québec Securities Regulation as those sections read immediately before repeal Saskatchewan Section 33 of The Securities Act, 1988 (Saskatchewan), as that section read immediately before repeal Sections 20, 21 and 22 of The Securities Regulations (Saskatchewan), as those sections read immediately before revocation Northwest Territories Section 4 of Local Rule 31-501 Registration Nunavut None in the Act, Regulations, or local rules – Handled through terms and conditions Yukon Local Rule 31-501 Registration Requirements 1920 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) APPENDIX G – EXEMPTIONS FROM CERTAIN REQUIREMENTS FOR IIROC MEMBERS (Section 9.3 [exemptions from certain requirements for IIROC members]) NI 31-103 Provision IIROC Provision section 12.1 [capital requirements] 1. Dealer Member Rule 17.1; and 2. Form 1 section 12.2 [subordination agreement] 1. Dealer Member Rule 5.2; and 2. Dealer Member Rule 5.2A section 12.3 [insurance – dealer] 1. Dealer Member Rule 17.5; 2. Dealer Member Rule 400.2 [Financial Institution Bond]; 3. Dealer Member Rule 400.4 [Amounts Required]; and 4. Dealer Member Rule 400.5 [Provisos with respect to Dealer Member Rules 400.2, 400.3 and 400.4] section 12.6 [global bonding or insurance] 1. Dealer Member Rule 400.7 [Global Financial Institution Bonds] section 12.7 [notifying the regulator of a 1. Dealer Member Rule 17.6; change, claim or cancellation] 2. Dealer Member Rule 400.3 [Notice of Termination]; and 3. Dealer Member Rule 400.3B [Termination or Cancellation] section 12.10 [annual financial statements] 1. Dealer Member Rule 16.2 [Dealer Member Filing Requirements]; and 2. Form 1 section 12.11 [interim financial 1. Dealer Member Rule 16.2 [Dealer Member Filing information] Requirements]; and 2. Form 1 section 12.12 [delivering financial 1. Dealer Member Rule 16.2 [Dealer Member Filing information – dealer] Requirements] subsection 13.2(3) [know your client] 1. Dealer Member Rule 1300.1(a)-(n) [Identity and Creditworthiness]; 2. Dealer Member Rule 1300.2; 3. Dealer Member Rule 2500, Part II [Opening New Accounts]; 4. Dealer Member Rule 2700, Part II [New Account Documentation and Approval]; and 5. Form 2 New Client Application Form section 13.3 [suitability determination] 1. Dealer Member Rule 1300.1(o) [Business Conduct]; 2. Dealer Member Rule 1300.1(p) [Suitability determination required when accepting order]; 3. Dealer Member Rule 1300.1(q) [Suitability determination required when recommendation provided]; 4. Dealer Member Rule 1300.1(r) [Suitability determination required for account positions held when certain events occur]; 5. Dealer Member Rule 1300.1(s) [Suitability of investments in client accounts]; 6. Dealer Member Rule 1300.1(t)-(v) [Exemptions from the suitability assessment requirements]; 7. Dealer Member Rule 1300.1(w) [Corporation approval]; 8. Dealer Member Rule 2700, Part I [Customer Suitability]; and 9. Dealer Member Rule 3200 [Minimum requirements for Dealer Members seeking approval under Rule 1300.1(t) to offer an order-execution only service] 1921 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 NI 31-103 Provision IIROC Provision section 13.3.1 [waivers] 1. Dealer Member Rule 1300.1(o) [Business Conduct]; 2. Dealer Member Rule 1300.1(p) [Suitability determination required when accepting order]; 3. Dealer Member Rule 1300.1(q) [Suitability determination required when recommendation provided]; 4. Dealer Member Rule 1300.1(r) [Suitability determination required for account positions held when certain events occur]; 5. Dealer Member Rule 1300.1(s) [Suitability of investments in client accounts]; 6. Dealer Member Rule 1300.1(t)-(v) [Exemptions from the suitability assessment requirements]; 7. Dealer Member Rule 1300.1(w) [Corporation approval]; 8. Dealer Member Rule 2700, Part I [Customer Suitability]; and 9. Dealer Member Rule 3200 [Minimum requirements for Dealer Members seeking approval under Rule 1300.1(t) to offer an order- execution only service] section 13.12 [restriction on borrowing 1. Dealer Member Rule 17.11; and from, or lending to, clients] 2. Dealer Member Rule 100 [Margin Requirements] section 13.13 [disclosure when 1. Dealer Member Rule 29.26 recommending the use of borrowed money] section 13.15 [handling complaints] 1. Dealer Member Rule 2500, Part VIII [Client Complaints]; and 2. Dealer Member Rule 2500B [Client Complaint Handling] subsection 14.2(2) [relationship 1. Dealer Member Rule 3500.5 [Content of relationship disclosure information] disclosure] subsection 14.2(3) [relationship 1. Dealer Member Rule 3500.4 [Format of relationship disclosure information] disclosure] subsection 14.2(4) [relationship 1. Dealer Member Rule 3500.1 [Objective of disclosure information] relationship disclosure requirements] subsection 14.2(5.1) [relationship 1. Dealer Member Rule 29.8 disclosure information] subsection 14.2(6) [relationship 1. Dealer Member Rule 3500.1 [Objective of disclosure information] relationship disclosure requirements] section 14.2.1 [pre-trade disclosure 1. Dealer Member Rule 29.9 of charges] section 14.5.2 [restriction on self-custody 1. Dealer Member Rule 17.2A [Establishment and and qualified custodian requirement] maintenance of adequate internal controls in accordance with Dealer Member Rule 2600]; 2. Dealer Member Rules 17.3, 17.3A, 17.3B and 2000 [Segregation Requirements]; 3. Dealer Member Rule 2600 – Internal Control Policy Statement 4 [Segregation of Clients’ Securities]; 4. Dealer Member Rule 2600 – Internal Control Policy Statement 5 [Safekeeping of Clients’ Securities]; 5. Dealer Member Rule 2600 – Internal Control Policy Statement 6 [Safeguarding of Securities and Cash]; and 6. Definition of “acceptable securities locations”, General Notes and Definitions to Form 1 section 14.5.3 [cash and securities held 1. Dealer Member Rule 200 [Minimum Records] by a qualified custodian] section 14.6 [client and investment fund 1. Dealer Member Rule 17.3 assets held by a registered firm in trust] 1922 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) NI 31-103 Provision IIROC Provision section 14.6.1 [custodial provisions 1. Dealer Member Rules 17.2, 17.2A, 17.3, 17.3A, relating to certain margin or 17.3B, 17.11 and 2000 [Segregation Requirements]; security interests] 2. Dealer Member Rule 100 [Margin Requirements]; 3. Dealer Member Rule 2200 [Cash and Securities Loan Transactions]; 4. Dealer Member Rule 2600 – Internal Control Policy Statement 4 [Segregation of Clients’ Securities]; 5. Dealer Member Rule 2600 – Internal Control Policy Statement 5 [Safekeeping of Clients’ Securities]; 6. Dealer Member Rule 2600 – Internal Control Policy Statement 6 [Safeguarding of Securities and Cash]; and 7. Definitions of “acceptable counterparties”, “acceptable institutions”, “acceptable securities locations”, “regulated entities”, General Notes and Definitions to Form 1 section 14.6.2 [custodial provisions 1. Dealer Member Rule 100 [Margin Requirements]; relating to short sales] 2. Dealer Member Rule 2200 [Cash and Securities Loan Transactions]; 3. Dealer Member Rule 2600 – Internal Control Policy Statement 6 [Safeguarding of Securities and Cash]; and 4. Definitions of “acceptable counterparties”, “acceptable institutions”, “acceptable securities locations”, “regulated entities”, General Notes and Definitions to Form 1 section 14.11.1 [determining market value] 1. Dealer Member Rule 200.1(c); and 2. Definition (g) of the General Notes and Definitions to Form 1 section 14.12 [content and delivery of 1. Dealer Member Rule 200.2(l) [Trade confirmations] trade confirmation] section 14.14 [account statements] 1. Dealer Member Rule 200.2(d) [Client account statements]; and 2. “Guide to Interpretation of Rule 200.2”, Item (d) section 14.14.1 [additional statements] 1. Dealer Member Rule 200.2(e) [Report on client positions held outside of the Dealer Member]; 2. Dealer Member Rule 200.4 [Timing of sending documents to clients]; and 3. “Guide to Interpretation of Rule 200.2”, Item (e) section 14.14.2 [security position 1. Dealer Member Rule 200.1(a); cost information] 2. Dealer Member Rule 200.1(b); 3. Dealer Member Rule 200.1(e); 4. Dealer Member Rule 200.2(d)(ii)(F) and (H); and 5. Dealer Member Rule 200.2(e)(ii)(C) and (E) section 14.17 [report on charges and 1. Dealer Member Rule 200.2(g) [Fee/ charge report]; other compensation] and 2. “Guide to Interpretation of Rule 200.2”, Item (g) section 14.18 [investment 1. Dealer Member Rule 200.2(f) [Performance report]; performance report] and 2. “Guide to Interpretation of Rule 200.2”, Item (f) section 14.19 [content of investment 1. Dealer Member Rule 200.2(f) [Performance report]; performance report] and 2. “Guide to Interpretation of Rule 200.2”, Item (f) section 14.20 [delivery of report on 1. Dealer Member Rule 200.4 [Timing of the sending of charges and other compensation and documents to clients] investment performance report] 1923 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 APPENDIX H – EXEMPTIONS FROM CERTAIN REQUIREMENTS FOR MFDA MEMBERS (Section 9.4 [exemptions from certain requirements for MFDA members]) NI 31-103 Provision MFDA Provision section 12.1 [capital requirements] 1. Rule 3.1.1 [Minimum Levels]; 2. Rule 3.1.2 [Notice]; 3. Rule 3.2.2 [Member Capital]; 4. Form 1; and 5. Policy No. 4 [Internal Control Policy Statements - Policy Statement 2: Capital Adequacy] section 12.2 [subordination agreement] 1. Form 1, Statement F [Statement of Changes in Subordinated Loans]; and 2. Membership Application Package – Schedule I (Subordinated Loan Agreement) section 12.3 [insurance - dealer] 1. Rule 4.1 [Financial Institution Bond]; 2. Rule 4.4 [Amounts Required]; 3. Rule 4.5 [Provisos]; 4. Rule 4.6 [Qualified Carriers]; and 5. Policy No. 4 [Internal Control Policy Statements – Policy Statement 3: Insurance] section 12.6 [global bonding or insurance] 1. Rule 4.7 [Global Financial Institution Bonds] section 12.7 [notifying the regulator of a 1. Rule 4.2 [Notice of Termination]; and change, claim or cancellation] 2. Rule 4.3 [Termination or Cancellation] section 12.10 [annual financial statements] 1. Rule 3.5.1 [Monthly and Annual]; 2. Rule 3.5.2 [Combined Financial Statements]; and 3. Form 1 section 12.11 [interim 1. Rule 3.5.1 [Monthly and Annual]; financial information] 2. Rule 3.5.2 [Combined Financial Statements]; and 3. Form 1 section 12.12 [delivering financial 1. Rule 3.5.1 [Monthly and Annual] information - dealer] section 13.3 [suitability determination] 1. Rule 2.2.1 [“Know-Your-Client”]; and 2. Policy No. 2 [Minimum Standards for Account Supervision] section 13.3.1 [waivers] 1. Rule 2.2.1 [“Know-Your-Client”]; and 2. Policy No. 2 [Minimum Standards for Account Supervision] section 13.12 [restriction on borrowing 1. Rule 3.2.1 [Client Lending and Margin]; and from, or lending to, clients] 2. Rule 3.2.3 [Advancing Mutual Fund Redemption Proceeds] section 13.13 [disclosure when 1. Rule 2.6 [Borrowing for Securities Purchases] recommending the use of borrowed money] section 13.15 [handling complaints] 1. Rule 2.11 [Complaints]; 2. Policy No. 3 [Complaint Handling, Supervisory Investigations and Internal Discipline]; and 3. Policy No. 6 [Information Reporting Requirements] subsections 14.2(2), (3) and (5.1) 1. Rule 2.2.5 [Relationship Disclosure]; and [relationship disclosure information] 2. Rule 2.4.3 [Operating Charges] section 14.2.1 [pre-trade disclosure 1. Rule 2.4.4 [Transaction Fees or Charges] of charges] section 14.5.2 [restriction on self-custody 1. Rule 3.3.1 [General]; and qualified custodian requirement] 2. Rule 3.3.2 [Cash]; 3. Rule 3.3.3 [Securities]; and 4. Policy No. 4 [Internal Control Policy Statements – Policy Statement 4: Cash and Securities, and Policy Statement 5: Segregation of Clients’ Securities] 1924 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) NI 31-103 Provision MFDA Provision section 14.5.3 [cash and securities held 1. Policy No. 4 [Internal Control Policy Statements – by a qualified custodian] Policy Statement 4: Cash and Securities, and Policy Statement 5: Segregation of Clients’ Securities] section 14.6 [client and investment fund 1. Rule 3.3.1 [General]; assets held by a registered firm in trust] 2. Rule 3.3.2 [Cash]; 3. Rule 3.3.3 [Securities]; and 4. Policy No. 4 [Internal Control Policy Statements – Policy Statement 4: Cash and Securities, and Policy Statement 5: Segregation of Clients’ Securities] section 14.6.1 [custodial provisions 1. Rule 3.2.1 [Client Lending and Margin] relating to certain margin or security interests] section 14.6.2 [custodial provisions 1. Rule 3.2.1 [Client Lending and Margin] relating to short sales] section 14.11.1 [determining 1. Rule 5.3(1)(f) [definition of “market value”]; and market value] 2. Definitions to Form 1 [definition of “market value of a security”] section 14.12 [content and delivery of 1. Rule 5.4.1 [Delivery of Confirmations]; trade confirmation] 2. Rule 5.4.2 [Automatic Plans]; and 3. Rule 5.4.3 [Content] section 14.14 [account statements] 1. Rule 5.3.1 [Delivery of Account Statement]; and 2. Rule 5.3.2 [Content of Account Statement] section 14.14.1 [additional statements] 1. Rule 5.3.1 [Delivery of Account Statement]; and 2. Rule 5.3.2 [Content of Account Statement] section 14.14.2 [security position 1. Rule 5.3(1)(a) [definition of “book cost”]; cost information] 2. Rule 5.3(1)(c) [definition of “cost”]; and 3. Rule 5.3.2(c) [Content of Account Statement – Market Value and Cost Reporting] section 14.17 [report on charges and 1. Rule 5.3.3 [Report on Charges and Other other compensation] Compensation] section 14.18 [investment 1. Rule 5.3.4 [Performance Report]; and performance report] 2. Policy No. 7 Performance Reporting section 14.19 [content of investment 1. Rule 5.3.4 [Performance Report]; and performance report] 2. Policy No. 7 Performance Reporting section 14.20 [delivery of report on 1. Rule 5.3.5 [Delivery of Report on Charges and Other charges and other compensation and Compensation and Performance Report] investment performance report] 1925 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 31-103F4 NET ASSET VALUE ADJUSTMENTS [Section 12.14 [delivering financial information - investment fund manager]] This is to notify the regulator or, in Québec, the securities regulatory authority, of a net asset value (NAV) adjustment made in respect of an investment fund managed by the investment fund manager in accordance with paragraph 12.14(1)(c) or paragraph 12.14(2)(c). All of the information requested should be provided on a fund by fund basis. Please attach a schedule if necessary. 1. Name of the investment fund manager: 2. Name of each of the investment funds for which a NAV adjustment occurred: 3. Date(s) the NAV error occurred: 4. Date the NAV error was discovered: 5. Date of the NAV adjustment: 6. Original total NAV on the date the NAV error first occurred: 7. Original NAV per unit on each date(s) the NAV error occurred: 8. Revised NAV per unit on each date(s) the NAV error occurred: 9. NAV error as percentage (%) of the original NAV on each date(s) the NAV error occurred: 10. Total dollar amount of the NAV adjustment: 11. Effect (if any) of the NAV adjustment per unit or share: 12. Total amount reimbursed to security holders, or any corrections made to purchase and redemption transactions affecting the security holders of each investment fund affected, if any: 13. Date of the NAV reimbursement or correction to security holder transactions, if any: 14. Total amount reimbursed to investment fund, if any: 15. Date of the reimbursement to investment fund, if any: 16. Description of the cause of the NAV error: 17. Was the NAV error discovered by the investment fund manager?   Yes No 18. If No, who discovered the NAV error? 19. Was the NAV adjustment a result of a material error under the investment fund manager’s policies and procedures?   Yes No 20. Have the investment fund manager’s policies and procedures been changed following the NAV adjustment?   Yes No 1926 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 21. If Yes, describe the changes: 22. If No, explain why not: 23. Has the NAV adjustment been communicated to security holders of each of the investment funds affected?   Yes No 24. If Yes, describe the communications: Notes: Line 2. NAV adjustment - Refers to the correction made to make the investment fund’s NAV accurate. Line 3. NAV error - Refers to the error discovered on the Original NAV. Please refer to Section 12.14 of Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations for guidance on NAV error and causes of NAV errors. Line 3. Date(s) the NAV error occurred - Means the date of the NAV error first occurred and the subsequent dates of the NAV error. Line 8. Revised NAV per unit - Refers to the NAV per unit calculated after taking into account the NAV error. Line 9. NAV error as a percentage (%) of the original NAV - Refers to the following calculation: (Revised NAV / Original NAV) - 1 x 100 2 Oct 2009 SR 81/2009 s17; 8 Jly 2011 SR 41/2011 s24; 9 Mar 2012 SR 8/2012 s2; 17 May 2013 SR 33/2013 s13; 21 Jne 2013 SR 42/2013 s2; 17 Apr 2014 SR 21/2014 s2; 12 Sep 2014 SR 77/2014 s17; 27 Feb 2015 SR 9/2015 s.18 to 84; 8 May 2015 SR 43/2015 s7; 17 Feb 2017 SR 3/2017 s7; 8 Dec 2017 SR 122/2017 s4; 1 Jne 2018 SR 38/2018 s11; 17 May 2019 SR 39/2019 s2; 24 Jan 2020 SR 1/2020 s2; 5 Mar 2021 SR 19/2021 s4; 24 Dec 2021 SR 131/2021 s3; 18 Feb 2022 SR 1/2022 s918 Mar 2022 SR 8/2022 s5; 13 May 2022 SR 33/2022 s4; 1 Dec 2023 SR 110/2023 s8; 1 Jan 2026 SR 66/2025 s3. 1927 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART L [Clause 2(xx)] MULTILATERAL INSTRUMENT 23-102 USE OF CLIENT BROKERAGE COMMISSIONS PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Instrument: “affiliated entity” has the meaning ascribed to it in section 1.3 of National Instrument 21‑101 Marketplace Operation; “client brokerage commissions” means brokerage commissions paid for out of, or charged to, a client account or investment fund managed by the adviser; “managed account” has the meaning ascribed to it in section 1.1 of National Instrument 31-103 Registration Requirements and Exemptions; “order execution goods and services” means: (a) order execution; and (b) goods or services to the extent that they are directly related to order execution; “research goods and services” means: (a) advice relating to the value of a security or the advisability of effecting a transaction in a security; (b) an analysis, or report, concerning a security, portfolio strategy, issuer, industry, or an economic or political factor or trend; and (c) a database, or software, to the extent that it supports goods or services referred to in paragraphs (a) and (b). 1.2 Interpretation – Security For the purposes of this Instrument: (a) in British Columbia, “security” includes an exchange contract; (b) in Quebec, “security” includes a standardized derivative, and (c) in Alberta, New Brunswick, Nova Scotia and Saskatchewan, “security” includes a derivative. 1.3 Interpretation – Adviser For the purposes of this Instrument, “adviser” means: (a) a registered adviser; or (b) a registered dealer that carries out advisory functions but is exempt from registration as an adviser. 1928 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 2 APPLICATION 2.1 Application This Instrument applies to an adviser or a registered dealer in relation to a trade in a security if brokerage commissions are charged by a dealer for an account, or portfolio, over which the adviser has discretion to make investment decisions without requiring the express consent of the client, including, for greater certainty: (a) an investment fund; and (b) a managed account. PART 3 COMMISSIONS ON BROKERAGE TRANSACTIONS 3.1 Advisers (1) An adviser must not direct any brokerage transactions involving client brokerage commissions to a dealer in return for the provision of goods or services by the dealer or a third party, other than any of the following: (a) order execution goods and services; (b) research goods and services. (2) An adviser that directs any brokerage transactions involving client brokerage commissions to a dealer, in return for the provision of any order execution goods and services or research goods and services by the dealer or a third party, must ensure that: (a) the goods or services are to be used to assist with investment or trading decisions, or with effecting securities transactions, on behalf of the client or clients; and (b) a good faith determination is made that the client or clients receive reasonable benefit considering both the use of the goods or services and the amount of client brokerage commissions paid. 3.2 Registered Dealers A registered dealer must not accept, or forward to a third party, client brokerage commissions, or any portion of those commissions, in return for the provision to an adviser of goods or services by the dealer or a third party, other than any of the following: (a) order execution goods and services; (b) research goods and services. PART 4 DISCLOSURE OBLIGATIONS 4.1 Disclosure (1) An adviser must provide the following disclosure to a client if any brokerage transactions involving the client brokerage commissions of that client have been or might be directed to a dealer in return for the provision of any good or service by the dealer or a third party, other than order execution: (a) before the adviser opens a client account or enters into a management contract or a similar agreement to advise an investment fund: 1929 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (i) a description of the process for, and factors considered in, selecting a dealer to effect securities transactions, including whether receiving goods or services in addition to order execution is a factor, and whether and how the process may differ for a dealer that is an affiliated entity; (ii) a description of the nature of the arrangements under which order execution goods and services or research goods and services might be provided; (iii) a list of each type of good or service, other than order execution, that might be provided; and (iv) a description of the method by which the determination in paragraph 3.1(2)(b) is made; and (b) at least annually: (i) the information required to be disclosed under paragraph (a) other than subparagraph (a)(iii); (ii) a list of each type of good or service, other than order execution, that has been provided; (iii) the name of any affiliated entity that provided any good or service referred to in subparagraph (ii), separately identifying each affiliated entity and each type of good or service provided by each affiliated entity; and (iv) a statement that the name of any other dealer or third party that provided a good or service referred to in subparagraph (ii), if that name was not disclosed under subparagraph (iii), will be provided to the client upon request. (2) An adviser must maintain a record of the name of any dealer or third party that provided a good or service, other than order execution under section 3.1, and must provide that information to the client upon request. PART 5 EXEMPTION 5.1 Exemption (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario only the regulator may grant an exemption. (3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction. PART 6 EFFECTIVE DATE AND TRANSITION 6.1 Effective Date This Instrument comes into force on June 30, 2010. 6.2 Transition On or before December 31, 2010, an adviser must provide to a client, if the client was a client on June 30, 2010, the disclosure required under paragraph 4.1(1)(a) or (b). 19 Mar 2010 SR 10/2010 s4; 17 Feb 2017 SR 3/2017 s8. 1930 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 1931 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LI [Clause 2(yy)] NATIONAL INSTRUMENT 25-101 DESIGNATED RATING ORGANIZATIONS PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Instrument: “board of directors” means, in the case of a designated rating organization that does not have a board of directors, a group that acts in a capacity similar to a board of directors; “compliance officer” means the compliance officer referred to in section 12; “code of conduct” means the code of conduct referred to in Part 4 of this Instrument and may include, for greater certainty, one or more codes; “designated rating organization” means a credit rating organization that has been designated under securities legislation; “DRO affiliate” means an affiliate of a designated rating organization that issues credit ratings in a foreign jurisdiction and that has been designated as a DRO affiliate under the terms of the designated rating organizations’ designation; “DRO employee” means an individual, other than an employee or agent of a DRO affiliate, who is: (a) employed by a designated rating organization; or (b) an agent who provides services directly to the designated rating organization and who is involved in determining, approving or monitoring a credit rating issued by the designated rating organization; “Form NRSRO” means the annual certification on Form NRSRO, including exhibits, required to be filed by an NRSRO under the 1934 Act; “NRSRO” means a nationally recognized statistical rating organization, as defined in the 1934 Act; “rated entity” means a person or company that is issuing, or that has issued, securities that are the subject of a credit rating issued by a designated rating organization and includes a person or company that made a submission to a designated rating organization for the designated rating organization’s initial review or for a preliminary rating but did not request a final rating; “rated securities” means the securities issued by a rated entity that are the subject of a credit rating issued by a designated rating organization; “ratings employee” means any DRO employee who participates in determining, approving or monitoring a credit rating issued by the designated rating organization; 1932 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “related entity” means, in relation to an issuer of a structured finance product, an originator, arranger, underwriter, servicer or sponsor of the structured finance product or any person or company performing similar functions; “structured finance product” means any of the following: (a) a security that entitles the security holder to receive payments that primarily depend on the cash flow from self-liquidating financial assets collateralizing the security, such as loans, leases, mortgages, and secured or unsecured receivables, including: (i) an asset-backed security; (ii) a collateralized mortgage obligation; (iii) a collateralized debt obligation; (iv) a collateralized bond obligation; (v) a collateralized debt obligation of asset-backed securities; (vi) a collateralized debt obligation of collateralized debt obligations; (b) a security that entitles the security holder to receive payments that substantially reference or replicate the payments made on one or more securities of the type described in paragraph (a) but that do not primarily depend on the cash flow from self-liquidating financial assets that collateralize the security, including: (i) a synthetic asset-backed security; (ii) a synthetic collateralized mortgage obligation; (iii) a synthetic collateralized debt obligation; (iv) a synthetic collateralized bond obligation; (v) a synthetic collateralized debt obligation of asset-backed securities; (vi) a synthetic collateralized debt obligation of collateralized debt obligations. 2 Interpretation Nothing in this Instrument is to be interpreted as regulating the content of a credit rating or the methodology a credit rating organization uses to determine a credit rating. 3 Affiliate (1) In this Instrument, a person or company is an affiliate of another person or company if either of the following apply: (a) one of them is the subsidiary of the other; (b) each of them is controlled by the same person or company. 1933 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) For the purposes of paragraph (1)(b), a person or company (first person) is considered to control another person or company (second person) if any of the following apply: (a) the first person beneficially owns, or controls or directs, directly or indirectly, securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation; (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership; (c) the second person is a limited partnership and the general partner of the limited partnership is the first person. 4 Credit Rating In British Columbia, credit rating means an assessment that is publicly disclosed or distributed by subscription concerning the creditworthiness of an issuer: (a) as an entity; or (b) with respect to specific securities or a specific pool of securities or assets. 5 Market Participant in Ontario In Ontario, a DRO affiliate is deemed to be a market participant. PART 2 DESIGNATION OF RATING ORGANIZATIONS 6 Application for Designation (1) A credit rating organization that applies to be a designated rating organization must file a completed Form 25-101F1. (2) Despite subsection (1), a credit rating organization that is an NRSRO may file its most recent Form NRSRO. (3) A credit rating organization that applies to be a designated rating organization that is incorporated or organized under the laws of a foreign jurisdiction and does not have an office in Canada must file a completed Form 25-101F2. (4) Any person or company that will be a DRO affiliate upon the designation of a credit rating agency that does not have an office in Canada must file a completed Form 25-101F2. PART 3 BOARD OF DIRECTORS 7 Board of Directors A designated rating organization must not issue a credit rating unless it, or a DRO affiliate that is a parent of the designated rating organization, has a board of directors. 8 Composition (1) For the purposes of section 7, a board of directors of a designated rating organization, or the board of directors of the DRO affiliate that is a parent of the designated rating organization, as the case may be, must be composed of a minimum of three members. 1934 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) At least one-half, but not fewer than two, of the members of the board of directors must be independent of the organization and any DRO affiliate. (3) For the purposes of subsection (2), a member of the board of directors is not considered independent if the director: (a) other than in his or her capacity as a member of the board of directors or a board committee, accepts any consulting, advisory or other compensatory fee from the designated rating organization or a DRO affiliate; (b) is a DRO employee or an employee or agent of a DRO affiliate; (c) has a relationship with the designated rating organization that could, in the opinion of the board of directors, be reasonably expected to interfere with the exercise of a director’s independent judgment; or (d) has served on the board of directors for more than five years in total. (4) For the purposes of paragraph (3)(c), in forming its opinion, the board of directors is not required to conclude that a member is not independent solely on the basis that the member is, or was, a user of the designated rating organization’s rating services. PART 4 CODE OF CONDUCT 9 Code of Conduct (1) A designated rating organization must establish, maintain and comply with a code of conduct. (2) A designated rating organization’s code of conduct must incorporate each of the provisions set out in Appendix A. 10 Filing and Publication (1) A designated rating organization must file a copy of its code of conduct and post a copy of it prominently on its website promptly upon designation. (2) Each time an amendment is made to a code of conduct by a designated rating organization, the amended code of conduct must be filed, and prominently posted on the organization’s website, within five business days of the amendment coming into effect. 11 Waivers A designated rating organization’s code of conduct must specify that a designated rating organization must not waive provisions of its code of conduct. PART 5 COMPLIANCE OFFICER 12 Compliance Officer (1) A designated rating organization must not issue a credit rating unless it, or a DRO affiliate that is a parent of the designated rating organization, has a compliance officer that monitors and assesses compliance by the designated rating organization and its DRO employees with the organization’s code of conduct and with securities legislation. (2) The compliance officer must regularly report on his or her activities directly to the board of directors. 1935 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) The compliance officer must report to the board of directors as soon as reasonably possible if the compliance officer becomes aware of any circumstances indicating that the designated rating organization or its DRO employees may be in non-compliance with the organization’s code of conduct or securities legislation and any of the following apply: (a) the non-compliance would reasonably be expected to create a significant risk of harm to a rated entity or the rated entity’s investors; (b) the non-compliance would reasonably be expected to create a significant risk of harm to the capital markets; (c) the non-compliance is part of a pattern of non-compliance. (4) The compliance officer must not, while serving in such capacity, participate in any of the following: (a) the development of credit ratings, methodologies or models; (b) the establishment of compensation levels, other than for DRO employees reporting directly to the compliance officer. (5) The compensation of the compliance officer and of any DRO employee that reports directly to the compliance officer must not be linked to the financial performance of the designated rating organization or its DRO affiliates and must be determined in a manner that preserves the independence of the compliance officer’s judgment. PART 6 BOOKS AND RECORDS 13 Books and Records (1) A designated rating organization must keep such books and records and other documents as are necessary to account for the conduct of its credit rating activities, its business transactions and financial affairs and must keep such other books, records and documents as may otherwise be required under securities legislation. (2) A designated rating organization must retain the books and records maintained under this section: (a) for a period of seven years from the date the record was made or received, whichever is later; (b) in a safe location and a durable form; and (c) in a manner that permits it to be provided promptly to the securities regulatory authority upon request. PART 7 FILING REQUIREMENTS 14 Filing Requirements (1) No later than 90 days after the end of its most recently completed financial year, each designated rating organization must file a completed Form 25-101F1. (2) Upon any of the information in a Form 25-101F1 filed by a designated rating organization becoming materially inaccurate, the designated rating organization must promptly file an amendment to, or an amended and restated version of, its Form 25-101F1. 1936 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) Until six years after it has ceased to be a designated rating organization in any jurisdiction of Canada, a designated rating organization must file a completed amended Form 25-101F2 at least 30 days before: (a) the termination date of Form 25-101F2; or (b) the effective date of any changes to Form 25-101F2. (4) Until six years after it has ceased to be a DRO affiliate in any jurisdiction of Canada, a DRO affiliate must file a completed amended Form 25-101F2 at least 30 days before: (a) the termination date of Form 25-101F2; or (b) the effective date of any changes to Form 25-101F2. PART 8 EXEMPTIONS AND EFFECTIVE DATE 15 Exemptions (1) The regulator or the securities regulatory authority may grant an exemption from the provisions of this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant an exemption. (3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction. APPENDIX A TO NATIONAL INSTRUMENT 25-101 DESIGNATED RATING ORGANIZATIONS - PROVISIONS REQUIRED TO BE INCLUDED IN A DESIGNATED RATING ORGANIZATION’S CODE OF CONDUCT 1. INTERPRETATION 1.1 A term used in this code of conduct has the same meaning as in National Instrument 25-101 Designated Rating Organizations if used in that Instrument. 2. QUALITY AND INTEGRITY OF THE RATING PROCESS A. Quality of the Rating Process I - General Requirements 2.1 A designated rating organization must adopt, implement and enforce procedures in its code of conduct to ensure that the credit ratings it issues are based on a thorough analysis of all information known to the designated rating organization that is relevant to its analysis according to its rating methodologies. 2.2 A designated rating organization must include a provision in its code of conduct that it will use only rating methodologies that are rigorous, systematic, continuous and subject to validation based on experience, including back-testing. II - Specific Provisions 1937 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2.3 Each ratings employee involved in the preparation, review or issuance of a credit rating, action or report must use methodologies established by the designated rating organization. Each ratings employee must apply a given methodology in a consistent manner, as determined by the designated rating organization. 2.4 A credit rating must be assigned by the designated rating organization and not by an employee or agent of the designated rating organization. 2.5 A credit rating must reflect all information known, and believed to be relevant, to the designated rating organization, consistent with its published methodology. The designated rating organization will ensure that its ratings employees and agents have appropriate knowledge and experience for the duties assigned. 2.6 The designated rating organization, its ratings employees and its agents must take all reasonable steps to avoid issuing a credit rating, action or report that is false or misleading as to the general creditworthiness of a rated entity or rated securities.

2.7 The designated rating organization will ensure that it has and devotes sufficient resources to carry out high-quality credit assessments of all rated entities and rated securities. When deciding whether to rate or continue rating an entity or securities, the organization will assess whether it is able to devote sufficient personnel with sufficient skill sets to make a credible rating assessment, and whether its personnel are likely to have access to sufficient information needed in order make such an assessment. A designated rating organization will adopt all necessary measures so that the information it uses in assigning a rating is of sufficient quality to support a credible rating and is obtained from a source that a reasonable person would consider to be reliable. 2.8 The designated rating organization will appoint a senior manager, or establish a committee made up of one or more senior managers, with appropriate experience to review the feasibility of providing a credit rating for a structure that is significantly different from the structures the designated rating organization currently rates. 2.9 The designated rating organization will assess whether the methodologies and models used for determining credit ratings of a securitized product are appropriate when the risk characteristics of the assets underlying the structured finance product change significantly. If the quality of the available information is not satisfactory or if the complexity of a new type of structure, instrument or security should reasonably raise concerns about whether the designated rating organization can provide a credible rating, the designated rating organization will not issue or maintain a credit rating. 2.10 The designated rating organization will ensure continuity and regularity, and avoid conflicts of interest, in the rating process. B. Monitoring and Updating 2.11 The designated rating organization will establish a committee to be responsible for implementing a rigorous and formal process for reviewing, on at least an annual basis, and making changes to the methodologies, models and key ratings assumptions it uses. This review will include consideration of the appropriateness of the designated rating organization’s methodologies, models and key ratings assumptions if they are used or intended to be applied to new types of structures, instruments or securities. This process will be conducted independently of the business lines that are responsible for credit rating activities. The committee will report to its board of directors or the board of directors of a DRO affiliate that is a parent of the designated rating organization. 1938 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.12 If a methodology, model or key ratings assumption used in a credit rating activity is changed, the designated rating organization will do each of the following: (a) promptly identify each credit rating likely to be affected if the credit rating were to be re-rated using the new methodology, model or key ratings assumption and, using the same means of communication the organization generally uses for the credit ratings, disclose the scope of credit ratings likely to be affected by the change in methodology, model or key ratings assumption; (b) promptly place each credit rating identified under subsection (a) under surveillance; (c) within six months of the change, review each credit rating identified under subsection (a) with respect to its accuracy; (d) re-rate a credit rating if, following the review required in subsection (c), the change, alone or combined with all other changes, affects the accuracy of the credit rating. 2.13 The designated rating organization will ensure that adequate personnel and financial resources are allocated to monitoring and updating its credit ratings. Except for ratings that clearly indicate they do not entail ongoing monitoring, once a rating is published the designated rating organization will monitor the rated entity’s creditworthiness on an ongoing basis and, at least annually, update the rating. In addition, the designated rating organization must initiate a review of the accuracy of a rating upon becoming aware of any information that might reasonably be expected to result in a rating action (including termination of a rating), consistent with the applicable rating methodology and must promptly update the rating, as appropriate, based on the results of such review. Subsequent monitoring will incorporate all cumulative experience obtained. 2.14 If the designated rating organization uses separate analytical teams for determining initial ratings and for subsequent monitoring, the organization will ensure each team has the requisite level of expertise and resources to perform their respective functions competently and in a timely manner. 2.15 If the designated rating organization discloses a credit rating to the public and subsequently discontinues the rating, the designated rating organization will disclose that the rating has been discontinued using the same means of communication as was used for the disclosure of the rating. If the designated rating organization discloses a rating only to its subscribers, if it discontinues the rating, the designated rating organization will disclose to each subscriber of that rating that the rating has been discontinued. In both cases, a subsequent publication by the designated rating organization of the discontinued rating will indicate the date the rating was last updated and disclose that the rating is no longer being updated and the reasons for the decision to discontinue the rating. C. Integrity of the Rating Process 2.16 The designated rating organization, its ratings employees and agents will comply with all applicable laws and regulations governing its activities. 2.17 The designated rating organization, its ratings employees and agents must deal fairly, honestly and in good faith with rated entities, investors, other market participants, and the public. 1939 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2.18 The designated rating organization will hold its ratings employees and agents to a high standard of integrity, and the designated rating organization will not employ an individual who a reasonable person would consider to be lacking in or have compromised integrity. 2.19 The designated rating organization and its ratings employees and agents will not, either implicitly or explicitly, give any assurance or guarantee of a particular rating prior to a rating assessment. The designated rating organization may develop prospective assessments if the assessment is to be used in a structured finance product or similar transaction. 2.20 A person or company listed below must not make a recommendation to a rated entity about the corporate or legal structure, assets, liabilities, or activities of the rated entity: (a) a designated rating organization; (b) an affiliate or related entity of the designated rating organization; (c) the ratings employees of any of the above. 2.21 The designated rating organization will instruct its employees and agents that, upon becoming aware that the organization, another employee or an affiliate, or an employee of an affiliate of the designated rating organization, is or has engaged in conduct that is illegal, unethical or contrary to the designated rating organization’s code of conduct, the employee or agent must report that information immediately to the compliance officer. Upon receiving the information, the compliance officer will take appropriate action, as determined by the laws and regulations of the jurisdiction and the rules and guidelines set forth by the designated rating organization. The designated rating organization will not take or allow retaliation against the employee or agent by employees, agents, the designated rating organization itself or its affiliates. D. Governance Requirements 2.22 The designated rating organization will not issue a credit rating unless a majority of its board of directors, or the board of directors of a DRO affiliate that is a parent of the designated rating organization, including its independent directors, have, what a reasonable person would consider, sufficient expertise in financial services to fully understand and properly oversee the business activities of the designated rating organization. If the designated rating organization issues a credit rating for a structured finance product, at least one independent member and one other member must have, what a reasonable person would consider to be, in-depth knowledge and experience at a senior level, regarding the securitized product. 2.23 The designated rating organization will not issue a credit rating if a member of its board of directors, or the board of directors of a DRO affiliate that is a parent of the designated rating organization, participated in any deliberation involving a specific rating in which the member has a financial interest in the outcome of the rating. 2.24 The designated rating organization will not compensate an independent member of its board of directors, or the board of directors of a DRO affiliate that is a parent of the designated rating organization, in a manner or in an amount that a reasonable person could conclude that the compensation is linked to the business performance of the designated rating organization or its affiliates. The organization will only compensate directors in a manner that preserves the independence of the director. 1940 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.25 The board of directors of a designated rating organization or a DRO affiliate that is a parent of the designated rating organization must monitor the following: (a) the development of the credit rating policy and of the methodologies used by the designated rating organization in its credit rating activities; (b) the effectiveness of any internal quality control system of the designated rating organization in relation to credit rating activities; (c) the effectiveness of measures and procedures instituted to ensure that any conflicts of interest are identified and either eliminated or managed and disclosed, as appropriate; (d) the compliance and governance processes, including the performance of the committee identified in section 2.11. 2.26 The designated rating organization will design reasonable administrative and accounting procedures, internal control mechanisms, procedures for risk assessment, and control and safeguard arrangements for information processing systems. The designated rating organization will implement and maintain decision- making procedures and organizational structures that clearly, and in a documented manner, specify reporting lines and allocate functions and responsibilities. 2.27 The designated rating organization will monitor and evaluate the adequacy and effectiveness of its administrative and accounting procedures, internal control mechanisms, procedures for risk assessment, and control and safeguard arrangements for information processing systems, established in accordance with securities legislation and the designated rating organization’s code of conduct, and take any measures necessary to address any deficiencies. 2.28 The designated rating organization will not outsource activities if doing so impairs materially the effectiveness of the designated rating organization’s internal controls or the ability of the securities regulatory authority to conduct compliance reviews of the designated rating organization’s compliance with securities legislation or its code of conduct. The designated rating organization will not outsource the functions or duties of the designated rating organization’s compliance officer. 3. INDEPENDENCE AND CONFLICTS OF INTEREST A. General 3.1 The designated rating organization will not refrain from taking a rating action based in whole or in part on the potential effect (economic or otherwise) of the action on the designated rating organization, a rated entity, an investor, or other market participant. 3.2 The designated rating organization and its employees will use care and professional judgment to remain independent and maintain the appearance of independence and objectivity. 3.3 The determination of a credit rating will be influenced only by factors relevant to the credit assessment. 1941 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 3.4 The designated rating organization will not allow its decision to assign a credit rating to a rated entity or rated securities to be affected by the existence of, or potential for, a business relationship between the designated rating organization or its affiliates and any other person or company including, for greater certainty, the rated entity, its affiliates or related entities. 3.5 The designated rating organization and its affiliates will keep separate, operationally and legally, their credit rating business and their rating employees from any ancillary services (including the provision of consultancy or advisory services) that may present conflicts of interest with their credit rating activities and will ensure that the provision of such services does not present conflicts of interest with their credit rating activities. The designated rating organization will define and publicly disclose what it considers, and does not consider, to be an ancillary service and identify those that are ancillary services. The designated rating organization will disclose in each ratings report any ancillary services provided to a rated entity, its affiliates or related entities. 3.6 The designated rating organization will not rate a person or company that is an affiliate or associate of the organization or a ratings employee. The designated rating organization must not assign a credit rating to a person or company if a ratings employee is an officer or director of the person or company, its affiliates or related entities. B. Procedures and Policies 3.7 The designated rating organization will identify and eliminate or manage and publicly disclose any actual or potential conflicts of interest that may influence the opinions and analyses of ratings employees. 3.8 The designated rating organization will disclose the actual or potential conflicts of interest it identifies under section 3.7 in a complete, timely, clear, concise, specific and prominent manner. 3.9 The designated rating organization will disclose the general nature of its compensation arrangements with rated entities. (1) If the designated rating organization or an affiliate receives from a rated entity, an affiliate or a related entity compensation unrelated to its ratings service, such as compensation for ancillary services (as referred to in section 3.5), the designated rating organization will disclose the percentage that non-rating fees represent out of the total amount of fees received by the designated rating organization or its affiliate, as the case may be, from the rated entity, the affiliate or the related entity. (2) If the designated rating organization or its affiliates receives directly or indirectly 10 percent or more of its annual revenue from a particular rated entity or subscriber, including revenue received from an affiliate or related entity of the rated entity or subscriber, the organization will disclose that fact and identify the particular rated entity or subscriber. 1942 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3.10 A designated rating organization and its DRO employees and their associates must not trade a security, derivative or exchange contract if the organization’s employee’s or associate’s interests in the trade conflict with their interests relating to a credit rating. 3.11 If a designated rating organization is subject to the oversight of a rated entity, or an affiliate or related entity of the rated entity, the designated rating organization will use different DRO employees to conduct the rating actions in respect of that entity than those involved in the oversight. C. Employee Independence 3.12 Reporting lines for a ratings employee or DRO employees and their compensation arrangements will be structured to eliminate or manage actual and potential conflicts of interest. (1) The designated rating organization will not compensate or evaluate a ratings employee on the basis of the amount of revenue that the designated rating organization or its affiliates derives from rated entities that the ratings employee rates or with which the ratings employee regularly interacts. (2) The designated rating organization will conduct reviews of compensation policies and practices for its DRO employees within reasonable regular time periods to ensure that these policies and practices do not compromise the objectivity of the designated rating organization’s rating process. 3.13 The designated rating organization will take reasonable steps to ensure that its ratings employees, and any agent who has responsibility for developing or approving procedures or methodologies used for determining credit ratings, do not initiate, or participate in, discussions or negotiations regarding fees or payments with any rated entity or its affiliates or related entities. 3.14 The designated rating organization will not permit a ratings employee to participate in or otherwise influence the determination of a credit rating if the ratings employee: (a) owns directly or indirectly securities, derivatives or exchange contracts of the rated entity, other than holdings through an investment fund; (b) owns directly or indirectly securities, derivatives or exchange contracts of a rated entity or its related entities, the ownership of which causes or may reasonably be perceived as causing a conflict of interest; (c) has had a recent employment, business or other relationship with the rated entity, its affiliates or related entities that causes or may reasonably be perceived as causing a conflict of interest; or (d) has an associate who currently works for the rated entity, its affiliates or related entities. 3.15 The designated rating organization will not permit a ratings employee or an associate of such ratings employee to buy or sell or engage in any transaction involving a security, a derivative or an exchange contract based on a security issued, guaranteed, or otherwise supported by any person or company within such ratings employee’s area of primary analytical responsibility, other than holdings through an investment fund. 3.16 The designated rating organization will not permit a ratings employee or an associate of such ratings employee to accept gifts, including entertainment, from anyone with whom the designated rating organization does business, other than 1943 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 items provided in the normal course of business if the aggregate value of all gifts received is nominal. 3.17 If a DRO employee of a designated rating organization becomes involved in any personal relationship that creates any actual or potential conflict of interest, the DRO employee must disclose the relationship to the designated rating organization’s compliance officer. The designated rating organization will not issue a credit rating if a DRO employee has an actual or potential conflict of interest with a rated entity. If the credit rating has been issued, the designated rating organization will publicly disclose in a timely manner that the credit rating may be affected. 3.18 The designated rating organization will review the past work of any ratings employee that leaves the organization and joins a rated entity (or an affiliate or related entity of the rated entity) if: (a) the ratings employee has, within the last year, been involved in rating the rated entity; or (b) the rated entity is a financial firm with which the ratings employee had, within the last year, significant dealings as part of his or her duties at the designated rating organization. 4. RESPONSIBILITIES TO THE INVESTING PUBLIC AND ISSUERS A. Transparency and Timeliness of Ratings Disclosure 4.1 The designated rating organization will distribute in a timely manner its ratings decisions regarding the entities and securities it rates. 4.2 The designated rating organization will publicly disclose its policies for distributing ratings, ratings reports and updates. 4.3 Except for a rating it discloses only to the rated entity, a designated rating organization will disclose to the public, on a non-selective basis and free of charge, any ratings decision regarding rated entities that are reporting issuers or the securities of such issuers, as well as any subsequent decisions to discontinue such a rating, if the rating decision is based in whole or in part on material non-public information. 4.4 In each of its ratings reports, a designated rating organization will disclose the following: (a) when the rating was first released and when it was last updated; (b) the principal methodology or methodology version that was used in determining the rating and where a description of that methodology can be found. If the rating is based on more than one methodology, or if a review of only the principal methodology might cause investors to overlook other important aspects of the rating, the designated rating organization must explain this fact in the ratings report, and include a discussion of how the different methodologies and other important aspects factored into the rating decision; (c) the meaning of each rating category and the definition of default or recovery, and the time horizon the designated rating organization used when making a rating decision; 1944 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) any attributes and limitations of the credit rating. If the rating involves a type of financial product presenting limited historical data (such as an innovative financial vehicle), the designated rating organization will disclose, in a prominent place, the limitations of the rating; (e) all material sources, including the rated entity, its affiliates and related entities, that were used to prepare the credit rating and whether the credit rating has been disclosed to the rated entity or its related entities and amended following that disclosure before being issued. 4.5 In each of its ratings reports in respect of a structured finance product, a designated rating organization will disclose the following: (a) all information about loss and cash-flow analysis it has performed or is relying upon and an indication of any expected change in the credit rating. The designated rating organization will also disclose the degree to which it analyzes how sensitive a rating of a structured finance product is to changes in the designated rating organization’s underlying rating assumptions; (b) the level of assessment the designated rating organization has performed concerning the due diligence processes carried out at the level of underlying financial instruments or other assets of structured finance products. The designated rating organization will also disclose whether it has undertaken any assessment of such due diligence processes or whether it has relied on a third-party assessment and how the outcome of such assessment impacts the credit rating. 4.6 If, to a reasonable person, the information required to be included in a ratings report under sections 4.4 and 4.5 would be disproportionate to the length of the ratings report, the designated rating organization will include a prominent reference to where such information can be easily accessed. 4.7 A designated rating organization will disclose on an ongoing basis information about all structured finance products submitted to it for its initial review or for a preliminary rating, including whether the issuer requested the designated rating organization to provide a final rating. 4.8 The designated rating organization will publicly disclose the methodologies, models and key rating assumptions (such as mathematical or correlation assumptions) it uses in its credit rating activities and any material modifications to such methodologies, models and key rating assumptions. This disclosure will include sufficient information about the designated rating organization’s procedures, methodologies and assumptions (including financial statement adjustments that deviate materially from those contained in the issuer’s published financial statements and a description of the rating committee process, if applicable) so that outside parties can understand how a rating was arrived at by the designated rating organization. 4.9 The designated rating organization will differentiate ratings of structured finance products from traditional corporate bond ratings through a different rating symbology. The designated rating organization will also disclose how this differentiation functions. The designated rating organization will clearly define a given rating symbol and apply it in a consistent manner for all types of securities to which that symbol is assigned. 1945 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4.10 The designated rating organization will assist investors in developing a greater understanding of what a credit rating is, and the limits to which credit ratings can be put to use in relation to a particular type of financial product that the designated rating organization rates. The designated rating organization will clearly indicate the attributes and limitations of each credit rating. 4.11 When issuing or revising a rating, the designated rating organization will provide in its press releases and public reports an explanation of the key elements underlying the rating opinion. 4.12 Before issuing or revising a rating, the designated rating organization will inform the issuer of the critical information and principal considerations upon which a rating will be based and afford the issuer an opportunity to clarify any likely factual misperceptions or other matters that the designated rating organization would wish to be made aware of in order to produce an accurate rating. The designated rating organization will duly evaluate the response. 4.13 Every year, the designated rating organization will publicly disclose data about the historical default rates of its rating categories and whether the default rates of these categories have changed over time. If the nature of the rating or other circumstances make a historical default rate inappropriate, statistically invalid, or otherwise likely to mislead the users of the rating, the designated rating organization will explain this. This information will include verifiable, quantifiable historical information about the performance of its rating opinions, organized and structured, and, where possible, standardized in such a way so as to assist investors in drawing performance comparisons between different designated rating organizations. 4.14 For each rating, the designated rating organization will disclose whether the rated entity and its related entities participated in the rating process and whether the designated rating organization had access to the accounts and other relevant internal documents of the rated entity or its related entities. Each rating not initiated at the request of the rated entity will be identified as such. The designated rating organization will also disclose its policies and procedures regarding unsolicited ratings. 4.15 The designated rating organization will fully and publicly disclose, in a timely fashion, any material modification to its methodologies, models, key ratings assumptions and significant systems, resources or procedures. Where a reasonable person would consider feasible and appropriate, disclosure of such material modifications will be made before they go into effect. The designated rating organization will carefully consider the various uses of credit ratings before modifying its methodologies, models, key ratings assumptions and significant systems, resources or procedures. B. The treatment of confidential information 4.16 The designated rating organization and its DRO employees will take all reasonable measures to protect the confidential nature of information shared with them by rated entities under the terms of a confidentiality agreement or otherwise under a mutual understanding that the information is shared confidentially. Unless 1946 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) otherwise permitted by the confidentiality agreement or required by applicable laws, regulations or court orders, the designated rating organization and its DRO employees will not disclose confidential information. 4.17 The designated rating organization and its DRO employees will not use confidential information for any purpose except for their rating activities or in accordance with applicable legislation or a confidentiality agreement with the rated entity to which the information relates. 4.18 The designated rating organization and its DRO employees will take all reasonable measures to protect all property and records relating to credit rating activities and belonging to or in possession of the designated rating organization from fraud, theft or misuse. 4.19 A designated rating organization will ensure that its DRO employees do not engage in transactions in securities, derivatives or exchange contracts when they possess confidential information concerning the issuer of such security or to which the derivative or the exchange contract relates. 4.20 A designated rating organization will cause its DRO employees to familiarize themselves with the internal securities trading policies maintained by the designated rating organization and certify their compliance with such policies within reasonable regular time periods. 4.21 The designated rating organization and its DRO employees will not selectively disclose any non-public information about ratings or possible future rating actions of the designated rating organization, except to the issuer or its designated agents. 4.22 The designated rating organization and its DRO employees will not share confidential information entrusted to the designated rating organization with employees of any affiliate that is not a designated rating organization or a DRO affiliate. The designated rating organization and its DRO employees will not share confidential information within the designated rating organization, except as necessary in connection with the designated rating organization’s credit rating functions. 4.23 A designated rating organization will ensure that its DRO employees do not use or share confidential information for the purpose of buying or selling or engaging in any transaction in any security, derivative or exchange contract based on a security issued, guaranteed, or otherwise supported by any person or company, or for any other purpose except the conduct of the designated rating organization’s business. FORM 25-101F1 Designated Rating Organization Application and Annual Filing Instructions (1) Terms used in this form but not defined in this form have the meaning given to them in the Instrument. (2) Unless otherwise specified, the information in this form must be presented as at the last day of the applicant’s most recently completed financial year. If necessary, the applicant must update the information provided so it is not misleading when it is filed. For information presented as at any date other than the last day of the 1947 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 applicant’s most recently completed financial year, specify the relevant date in the form. (3) Applicants are reminded that it is an offence under securities legislation to give false or misleading information on this form. (4) Applicants may apply to the securities regulatory authority to hold in confidence portions of this form which disclose intimate financial, personal or other information. Securities regulatory authorities will consider the application and accord confidential treatment to those sections to the extent permitted by law. (5) When this form is used for an annual filing, the term “applicant” means the designated rating organization. Item 1. Name of Applicant State the name of the applicant. Item 2. Organization and Structure of Applicant Describe the organizational structure of the applicant, including, as applicable, an organizational chart that identifies the ultimate and intermediate parent companies, subsidiaries, and material affiliates of the applicant (if any); an organizational chart showing the divisions, departments, and business units of the applicant; and an organizational chart showing the managerial structure of the applicant, including the compliance officer referred to in section 12 of the Instrument. Provide detailed information regarding the applicant’s legal structure and ownership. Item 3. DRO Affiliates Provide the name, address and governing jurisdiction of each affiliate that is (or, in the case of an applicant, proposes to be) a DRO affiliate. Item 4. Rating Distribution Model Briefly describe how the applicant makes its credit ratings readily accessible for free or for a fee. If a person must pay a fee to obtain a credit rating made readily accessible by the applicant, provide a fee schedule or describe the price(s) charged. Item 5. Procedures and Methodologies Briefly describe the procedures and methodologies used by the applicant to determine credit ratings, including unsolicited credit ratings. The description must be sufficiently detailed to provide an understanding of the processes employed by the applicant in determining credit ratings, including, as applicable:  policies for determining whether to initiate a credit rating;  the public and non-public sources of information used in determining credit ratings, including information and analysis provided by third-party vendors;  whether and, if so, how information about verification performed on assets underlying or referenced by a security issued by an asset pool or as part of any asset-backed or mortgage-backed securities transaction is relied on in determining credit ratings;  the quantitative and qualitative models and metrics used to determine credit ratings, including whether and, if so, how assessments of the quality of originators of assets underlying or referenced by a security issued by an asset 1948 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) pool or as part of any asset-backed or mortgage-backed securities transaction factor into the determination of credit ratings;  the methodologies by which credit ratings of other credit rating agencies are treated to determine credit ratings for securities issued by an asset pool or as part of any asset-backed or mortgaged-backed securities transaction;  the procedures for interacting with the management of a rated obligor or issuer of rated securities;  the structure and voting process of committees that review or approve credit ratings;  procedures for informing rated obligors or issuers of rated securities about credit rating decisions and for appeals of final or pending credit rating decisions; and  procedures for monitoring, reviewing, and updating credit ratings, including how frequently credit ratings are reviewed, whether different models or criteria are used for ratings surveillance than for determining initial ratings, whether changes made to models and criteria for determining initial ratings are applied retroactively to existing ratings, and whether changes made to models and criteria for performing ratings surveillance are incorporated into the models and criteria for determining initial ratings; and procedures to withdraw, or suspend the maintenance of, a credit rating. An applicant may provide the location on its website where additional information about the procedures and methodologies is located. Item 6. Code of Conduct Unless previously provided, attach a copy of the applicant’s code of conduct. Item 7. Policies and Procedures re Non-public Information Unless previously provided, attach a copy of the most recent written policies and procedures established, maintained, and enforced by the applicant to prevent the misuse of material non-public information. Item 8. Policies and Procedures re Conflicts of Interest Unless previously provided, attach a copy of the most recent written policies and procedures established with respect to conflicts of interest. Item 9. Policies and Procedures re Internal Controls Describe the applicant’s internal control mechanisms designed to ensure quality of its credit rating activities. Item 10. Policies and Procedures re Books and Records Describe the applicant’s policies and procedures regarding record-keeping. Item 11. Ratings Employees Disclose the following information about the applicant’s ratings employees and the persons who supervise the ratings employees: 1949 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3  The total number of ratings employees;  The total number of ratings employees supervisors;  A general description of the minimum qualifications required of the ratings employees, including education level and work experience (if applicable, distinguish between junior, mid, and senior level ratings employees); and  A general description of the minimum qualifications required of the ratings employees supervisors, including education level and work experience. Item 12. Compliance Officer Disclose the following information about the compliance officer of the applicant:  Name;  Employment history;  Post secondary education; and  Whether employed by the applicant full-time or part-time. Item 13. Specified Revenue Disclose information, as applicable, regarding the applicant’s aggregate revenue for the most recently completed financial year:  Revenue from determining and maintaining credit ratings;  Revenue from subscribers;  Revenue from granting licenses or rights to publish credit ratings; and  Revenue from all other services and products offered by the credit rating organization (include descriptions of any major sources of revenue). Include financial information on the revenue of the applicant divided into fees from credit rating and non-credit rating activities, including a comprehensive description of each. This information is not required to be audited. Item 14. Credit Rating Users (a) Disclose a list of the largest users of credit rating services of the applicant by the amount of net revenue earned by the applicant attributable to the user during the most recently completed financial year. First, determine and list the 20 largest issuers and subscribers in terms of net revenue. Next, add to the list any obligor or underwriter that, in terms of net revenue during the financial year, equalled or exceeded the 20th largest issuer or subscriber. In making the list, rank the users in terms of net revenue from largest to smallest and include the net revenue amount for each person. For purposes of this Item:  “net revenue” means revenue earned by the applicant for any type of service or product provided to the person or company, regardless of whether related to credit rating services, and net of any rebates and allowances the applicant paid or owes to the person or company; and  “credit rating services” means any of the following: rating an issuer’s securities (regardless of whether the issuer, underwriter, or any other person or company paid for the credit rating) and providing credit ratings, credit ratings data, or credit ratings analysis to a subscriber. 1950 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) Disclose a list of users of credit rating services whose contribution to the growth rate in the generation of revenue of the applicant in the previous fiscal year exceeded the growth rate in the applicant’s total revenue in that year by a factor of more than 1.5 times. A user must be disclosed only if, in that year, the user accounted for more than 0.25% of the applicant’s worldwide total revenue. Item 15. Financial Statements Attach a copy of the audited financial statements of the applicant, which must include a statement of financial position, a statement of comprehensive income, and a statement of changes in equity, for each of the three most recently completed financial years. If the applicant is a division, unit, or subsidiary of a parent company, the applicant may provide audited consolidated financial statements of its parent company. Item 16. Verification Certificate Include a certificate of the applicant in the following form: The undersigned has executed this Form 25-101F1 on behalf of, and on the authority of, [the Applicant]. The undersigned, on behalf of the [Applicant], represents that the information and statements contained in this Form, including appendices and attachments, all of which are part of this Form, are true and correct. ___________________ __________________________________________________ (Date) (Name of the Applicant/Designated Rating Organization) By: _____________________________________________________ (Print Name and Title) By: _____________________________________________________ (Signature) 1951 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 25-101F2 Submission to Jurisdiction and Appointment of Agent for Service of Process 1. Name of credit rating organization (the CRO): 2. Jurisdiction of incorporation, or equivalent, of CRO: 3. Address of principal place of business of CRO: 4. Name of agent for service of process (the Agent): 5. Address for service of process of Agent in Canada (the address may be anywhere in Canada): 6. The CRO designates and appoints the Agent at the address of the Agent stated in Item 5 as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (the Proceeding) arising out of, relating to or concerning the issuance and maintenance of credit ratings or the obligations of the CRO as a designated rating organization, and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding. 7. The CRO irrevocably and unconditionally submits to the non-exclusive jurisdiction of: (a) the judicial, quasi-judicial and administrative tribunals of each of the provinces [and territories] of Canada in which it is a designated rating organization; and (b) any administrative proceeding in any such province [or territory]; in any Proceeding arising out of or related to or concerning the issuance or maintenance of credit ratings or the obligations of the CRO as a designated rating organization. 8. This submission to jurisdiction and appointment of agent for service of process is governed by and construed in accordance with the laws of [insert province or territory of above address of Agent]. ___________________________________________ _____________________ Signature of Credit Rating Organization Date ___________________________________________ Print name and title of signing officer of Credit Rating Organization AGENT The undersigned accepts the appointment as agent for service of process of [insert name of CRO] under the terms and conditions of the appointment of agent for service of process set out in this document. ___________________________________________ _____________________ Signature of Agent Date ___________________________________________ Print name of person signing and, if Agent is not an individual, the title of the person 21 Sep 2012 SR 60/2012 s7 and SR 62/2012 s4; 9 Jan 2012 SR 91/2012 s4; 8 May 2015 SR 43/2015 s5. 1952 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 1953 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LII [Clause 2(zz)] MULTILATERAL INSTRUMENT 51-105 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS PART 1 DEFINITIONS AND REPORTING ISSUER DESIGNATION AND PART 1 DETERMINATION 1 Definitions In this Instrument: “OTC issuer” means an issuer: (a) that has issued a class of securities that are OTC-quoted securities; and (b) that has not issued any class of securities that are listed or quoted on one or more of the following: (i) TSX Venture Exchange Inc.; (ii) TSX Inc.; (iii) Canadian Securities Exchange; (iv) Alpha Exchange Inc.; (v) The New York Stock Exchange LLC; (vi) NYSE Amex LLC; (vii) The NASDAQ Stock Market LLC; (viii) Cboe Canada Inc. “OTC-quoted securities” means a class of securities that has been assigned a ticker symbol by the Financial Industry Regulatory Authority in the United States of America for use on any of the over-the-counter markets in the United States of America and includes a class of securities whose trades have been reported in the grey market; “OTC reporting issuer” means an OTC issuer that is a reporting issuer; “promotional activities” means activities or communications, by or on behalf of an issuer, that promote or could reasonably be expected to promote the purchase or sale of securities of the issuer, but does not include any of the following: (a) the dissemination of information or preparation of records in the ordinary course of the business of the issuer: (i) to promote the sale of products or services of the issuer; or (ii) to raise public awareness of the issuer; 1954 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) activities or communications necessary to comply with the requirements of: (i) the securities legislation of any jurisdiction of Canada; (ii) the securities laws of any foreign jurisdiction governing the issuer; (iii) any exchange or market on which the issuer’s securities trade; “ticker-symbol date” means the date that an OTC issuer is first assigned a ticker symbol for any class of its securities; “trade”, in Québec, for the purpose of this Instrument, refers to any of the following activities: (a) the activities described in the definition of “dealer” in section 5 of the Securities Act (R.S.Q., c. V-1.1), including the following activities: (i) the sale or disposition of a security by onerous title, whether the terms of payment be on margin, instalment or otherwise, but does not include a transfer or the giving in guarantee of securities in connection with a debt or the purchase of a security, except as provided in paragraph (b); (ii) participation as a trader in any transaction in a security through the facilities of an exchange or a quotation and trade reporting system; (iii) the receipt by a registrant of an order to buy or sell a security; (b) a transfer or the giving in guarantee of securities of an issuer from the holdings of a control person in connection with a debt. 2 National Instrument definitions apply Terms used in this Instrument that are defined or interpreted in National Instrument 51-102 Continuous Disclosure Obligations have the same meaning in this Instrument. 3 Reporting issuer designation and determination An OTC issuer is a reporting issuer under securities legislation if one or more of the following apply: (a) on or after July 31, 2012, its business has been directed or administered in or from the local jurisdiction; (b) on or after July 31, 2012, promotional activities have been carried on in or from the local jurisdiction; (c) the ticker-symbol date is on or after July 31, 2012, and, on or before the ticker- symbol date, the issuer distributed a security to a person resident in the local jurisdiction and that security is of the class of securities that became the issuer’s OTC-quoted securities.

1955 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4 Ceasing to be an OTC reporting issuer (1) Except in Québec, an OTC issuer ceases to be a reporting issuer under section 3 if all of the following conditions are met: (a) its business is not directed or administered, and has not been directed or administered for at least one year, in or from the local jurisdiction; (b) promotional activities are not carried on, and have not been carried on for at least one year, in or from the local jurisdiction; (c) more than one year has passed since the ticker-symbol date; (d) it has filed Form 51-105F1 Notice - OTC Issuer Ceases to be an OTC Reporting Issuer. (2) Except in Québec, if an OTC reporting issuer ceases to be an OTC issuer as a result of its securities being listed or quoted on an exchange or a quotation and trade reporting system specified in the definition of “OTC issuer” in section 1, the OTC reporting issuer must file Form 51-105F4 Notice - Issuer Ceases to be an OTC Reporting Issuer at least 10 days before its next required filing under securities legislation in the local jurisdiction. (3) In Québec, an OTC reporting issuer must apply to the securities regulatory authority to have its status as an OTC reporting issuer revoked in order to cease to be a reporting issuer under section 3. PART 2 DISCLOSURE 5 Additional disclosure requirements In addition to all other provisions of securities legislation that apply to a reporting issuer and its insiders, an OTC reporting issuer must comply with the provisions of the following National Instruments: (a) National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+); (b) National Instrument 51-102 Continuous Disclosure Obligations that apply to a reporting issuer that is a venture issuer; (c) Part 6 of National Instrument 51-102 Continuous Disclosure Obligations despite section 6.1 of that instrument; (d) National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings that apply to a reporting issuer that is a venture issuer; (e) National Instrument 52-110 Audit Committees that apply to a reporting issuer that is a venture issuer; (f) National Instrument 58-101 Disclosure of Corporate Governance Practices that apply to a reporting issuer that is a venture issuer. 1956 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 6 Timely disclosure obligations (1) Section 14.2 of National Instrument 71-101 The Multijurisdictional Disclosure System and section 4.2 of National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers do not apply to an OTC reporting issuer. (2) An OTC reporting issuer may file a copy of the Form 8-K Current Report that it files with the SEC to comply with its obligation in paragraph 7.1(1)(b) of National Instrument 51-102 Continuous Disclosure Obligations to file Form 51-102F3 Material Change Report. 7 Registration statement (1) If an OTC issuer becomes a reporting issuer on the ticker-symbol date, the OTC reporting issuer must file, within 5 days of the date it became a reporting issuer, a copy of the most recent registration statement it filed with the SEC. (2) The OTC reporting issuer must file the registration statement in accordance with National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+). 8 Promotional activities (1) If a person will carry on promotional activities under an agreement, arrangement, commitment or understanding with an OTC reporting issuer, the OTC reporting issuer must file a notice in the form of Form 51-105F2 Notice of Promotional Activities naming the person and describing the activities and the relationship of the OTC reporting issuer with the person, and the particulars of their agreement, arrangement, commitment or understanding with the OTC reporting issuer. (2) The OTC reporting issuer must file the notice under subsection (1) within one of the following dates: (a) at least one day before the promotional activities commence; (b) if on the date the OTC issuer became an OTC reporting issuer promotional activities are being carried on, within 5 days of that date. (3) The OTC reporting issuer must file the notice in accordance with National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+). 9 Technical reports - mineral properties Section 4.1 of National Instrument 43-101 Standards of Disclosure for Mineral Projects does not apply to an OTC reporting issuer. 10 Personal information form and authorization (1) Each director, officer, promoter and control person of an OTC reporting issuer must deliver to the securities regulatory authorities Form 51-105F3 A Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information or Form 51-105F3B Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information within 10 days of the issuer becoming an OTC reporting issuer, except for a promoter of an OTC issuer that becomes an OTC reporting issuer more than 2 years after the ticker-symbol date. 1957 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) Each person that becomes a director, officer, promoter or control person of an OTC reporting issuer must deliver to the securities regulatory authorities a personal information form referred to in subsection (1) within 10 days of becoming a director, officer, promoter or control person of an OTC reporting issuer. (3) If a promoter or control person is not an individual, then each of its directors, officers and control persons must deliver a personal information form referred to in subsection (1) to the securities regulatory authorities within 10 days of the promoter or control person becoming a promoter or control person of an OTC reporting issuer. PART 3 RESALE OF PRIVATE PLACEMENT SECURITIES 11 Resale of seed stock After the ticker-symbol date, a person must not trade a security of an OTC reporting issuer that the person acquired on or after July 31, 2012 and before the ticker-symbol date unless either of the following occurs: (a) the trade is in connection with one or more of the following: (i) a take-over bid or an issuer bid in a jurisdiction of Canada; (ii) an amalgamation, merger, reorganization or arrangement that is under a statutory procedure or court order; (iii) a dissolution or winding-up of the issuer that is under a statutory procedure or court order; (b) all of the following conditions are met: (i) the certificate representing the security carries the legend, or the ownership statement issued under a direct registration system or other electronic book entry system relating to the security bears the legend restriction notation, set out in subsection 12(2); (ii) the person trades the security through an investment dealer registered in a jurisdiction of Canada from an account at that investment dealer in the name of that person; (iii) the investment dealer executes the trade through any of the over-the-counter markets in the United States of America. 12 Legends on seed stock (1) As soon as practicable after the ticker-symbol date, an OTC reporting issuer must place: (a) a legend on each certificate representing a security issued before the ticker-symbol date; and (b) a legend restriction notation on each ownership statement issued under a direct registration system or other electronic book entry system relating to a security issued before the ticker-symbol date. 1958 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) The legend and legend restriction notation must state the following: Unless permitted under section 11 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets, the holder of this security must not trade the security in or from a jurisdiction of Canada unless: (a) the security holder trades the security through an investment dealer registered in a jurisdiction of Canada from an account at that dealer in the name of that security holder; and (b) the dealer executes the trade through any of the over-the-counter markets in the United States of America. 13 Resale of private placement securities acquired after ticker-symbol date (1) A person must not trade a security of an OTC reporting issuer that the person acquired under an exemption from the prospectus requirement after the ticker-symbol date unless the following conditions are satisfied: (a) unless the security was acquired under a director or employee stock option, a 4-month period has passed from one of the following: (i) the date the OTC reporting issuer distributed the security; (ii) the date a control person distributed the security; (b) if the person trading the security is a control person of the OTC reporting issuer, the person has held the security for at least 6 months; (c) the number of securities the person proposes to trade, plus the number of securities of the OTC reporting issuer of the same class that the person has traded in the preceding 12-month period, does not exceed 5% of the OTC reporting issuer’s outstanding securities of the same class; (d) the person trades the security through an investment dealer registered in a jurisdiction of Canada; (e) the investment dealer executes the trade through any of the over-the-counter markets in the United States of America; (f) there has been no unusual effort made to prepare the market or create a demand for the security; (g) no extraordinary commission or other consideration is paid to a person for the trade; (h) if the person trading the security is an insider of the OTC reporting issuer, the person reasonably believes that the OTC reporting issuer is not in default of securities legislation; (i) the certificate representing the security bears a legend, or the ownership statement issued under a direct registration system or other electronic book entry system relating to the security bears a legend restriction notation, stating the following: “The holder of this security must not trade the security in or from a jurisdiction of Canada unless the conditions in section 13 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets are met.” 1959 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) Despite subsection (1), a person may trade a security of an OTC reporting issuer that the person acquired under an exemption from the prospectus requirement if the trade is in connection with one or more of the following: (a) a take-over bid or an issuer bid in a jurisdiction of Canada; (b) an amalgamation, merger, reorganization or arrangement that is under a statutory procedure or court order; (c) a dissolution or winding-up of the issuer that is under a statutory procedure or court order. 14 No other hold periods Sections 2.3, 2.4, 2.5 and 2.6 of National Instrument 45-102 Resale of Securities do not apply to the first trade of a security of an OTC reporting issuer distributed under an exemption from the prospectus requirement. PART 4 OTHER RESTRICTIONS 15 Securities for services An OTC reporting issuer must not distribute a security to a director, officer, or consultant of the issuer for the provision of a service unless: (a) the consideration for the service is commercially reasonable; (b) in the case of a debt, the debt is a bona fide debt; and (c) the security is distributed for a price that is at least at its current market value. 16 Take-over bid Section 4.2 of National Instrument 62‑104 Take-Over Bids and Issuer Bids does not apply to a take-over bid for an OTC reporting issuer for 2 years after the ticker-symbol date. 17 Insider reports A person that is exempt or otherwise not required to file an insider report under U.S. federal securities law relating to insider reporting may not rely on the exemption from insider reporting under section 17.1 of National Instrument 71-101 The Multijurisdictional Disclosure System or section 4.12 of National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers. PART 5 EXEMPTION 18 Exemption The regulator, except in Québec, or securities regulatory authority may, under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction, grant an exemption from this Instrument. 1960 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 6 TRANSITION AND COMING INTO FORCE 19 Transition - financial disclosure for non-SEC filers Except in British Columbia, for an OTC reporting issuer that does not have a class of securities registered under section 12 of the 1934 Act and is not required to file reports under paragraph 15(d) of the 1934 Act, the requirements of National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings concerning the filing of: (a) annual financial statements, related MD&A and annual certificates apply only to financial years beginning on or after January 1, 2012; (b) interim financial reports, related MD&A and interim certificates apply only to interim periods that: (i) begin on or after January 1, 2012; and (ii) end after July 31, 2012; and (c) AIFs apply only to financial years beginning on or after January 1, 2012. 20 Transition - oil and gas disclosure Except in British Columbia, for an OTC reporting issuer, the requirement of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities concerning the filing of Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information applies only to financial years beginning on or after January 1, 2012. 21 Coming into force (1) Subject to subsection (2), this Instrument comes into force on July 31, 2012. (2) Despite subsection (1), except in British Columbia, sections 5, 6, 7, and 8 come into force on September 30, 2012. 1961 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 51-105F1 Notice - OTC Issuer Ceases to be an OTC Reporting Issuer This is the form required under paragraph 4(1)(d) of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets for an OTC issuer to give notice that it has ceased to be an OTC reporting issuer under section 3 of the Instrument in a jurisdiction other than Québec. In Québec, an OTC reporting issuer must apply to the securities regulatory authority to have its status as an OTC reporting issuer revoked in order to cease to be a reporting issuer. The Issuer Name of Issuer: _____________________________________________ (the Issuer) Head office address: _____________________________________________ Last head office address (if different from above): _____________________________________________ _____________________________________________ Telephone number: _____________________________________________ Fax number: _____________________________________________ E-mail address: _____________________________________________ Ticker-symbol date: _____________________________________________ Ceasing to be a Reporting Issuer The Issuer certifies the following statements to be true: 1. The Issuer’s business is not directed or administered, and has not been directed or administered for at least one year, in or from [insert name of local jurisdiction]. 2. Promotional activities are not carried on, and have not been carried on for at least one year, in or from [insert name of local jurisdiction]. 3. More than one year has passed since the ticker-symbol date. If the preceding statements are true, on filing this Notice, the Issuer is no longer an OTC reporting issuer in [insert name of local jurisdiction]. If the preceding statements are true, on filing this Notice, the Issuer has ceased to be a reporting issuer in [name of local jurisdiction]. Certificate On behalf of the Issuer, I certify that the statements made in this Notice are true. Date: _____________________________________ ___________________________________________ Name of Issuer ___________________________________________ Print name, title and telephone number of person signing on behalf of the Issuer ___________________________________________ Signature Warning: It is an offence to make a statement in this Notice that is false or misleading in a material respect, or to omit facts that make this Notice false or misleading in a material respect. 1962 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 51-105F2 Notice of Promotional Activities This is the form required under subsection 8(1) of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets for an OTC reporting issuer to give notice of promotional activities. Issuer Information Name of Issuer: _____________________________________________ (the Issuer) Head office address: _____________________________________________ _____________________________________________ Telephone number: _____________________________________________ Fax number: _____________________________________________ E-mail address: _____________________________________________ Notice of Promotional Activities 1. Identify each person engaged in promotional activities and provide the person’s address, telephone and fax number, and email address. If the person is not an individual, provide the name(s) of the individual(s) carrying on the activities. ___________________________________________________________________________ ___________________________________________________________________________ 2. Describe the relationship between the Issuer and each person engaged in promotional activities. ___________________________________________________________________________ ___________________________________________________________________________ 3. Include particulars of any agreement, arrangement, commitment or understanding between the Issuer and a person engaged in promotional activities. Include i. the effective date and duration of the agreement, arrangement or commitment; ii. the scope of activities being conducted; and iii. the compensation paid or to be paid by the Issuer, including any non-cash compensation. ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ 1963 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 The Issuer [has / has not] issued a news release disclosing this information. If the Issuer has issued a news release, the Issuer may file it with this form. Certificate On behalf of the Issuer, I certify that the statements made in this Notice are true. Date: _____________________________________ ___________________________________________ Name of Issuer ___________________________________________ Print name, title and telephone number of person signing on behalf of the Issuer ___________________________________________ Signature Warning: It is an offence to make a statement in this Notice that is false or misleading in a material respect, or to omit facts that make this Notice false or misleading in a material respect. FORM 51-105F3A Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information This Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information must be completed and delivered to the securities regulatory authority by each individual who is required to do so under section 10 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets. If an individual has previously delivered a personal information form (an “Exchange Form”) to the Toronto Stock Exchange or the TSX Venture Exchange and the information has not changed, the individual may deliver the Exchange Form in lieu of this Form if the Certificate and Consent on page 8 of this Form is completed and attached to the Exchange Form. The securities regulatory authority does not make any of the personal information provided in this Form public, unless required under freedom of information legislation. 1964 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) General Instructions: All Questions All questions must have a response. The response of “N/A” or “Not Applicable” for any questions, except Questions 1(B), 2B(iii) and 5, will not be accepted. Questions 6 to 9 Please check (P) in the appropriate space provided. If your answer to any of questions 6 to 9 is “YES”, you must, in an attachment, provide complete details, including the circumstances, relevant dates, names of the parties involved and final disposition, if known. Any attachment must be initialled by the person completing this Form. Responses must consider all time periods. Delivery The issuer must deliver completed Forms electronically via the System for Electronic Data Analysis and Retrieval + (SEDAR+) under the document type “Personal Information Form and Authorization”. Access to this document type is not available to the public. CAUTION It is an offence to make a statement in this Form that is false or misleading in a material respect, or to omit facts that make this Form false or misleading in a material respect. Steps may be taken to verify the answers you have given in this Form, including verification of information relating to any previous criminal record. DEFINITIONS “Offence” includes: (a) a summary conviction or indictable offence under the Criminal Code (Canada); (b) a quasi-criminal offence (for example under the Income Tax Act (Canada), the Immigration Act (Canada) or the tax, immigration, drugs, firearms, money laundering or securities legislation of any jurisdiction of Canada); (c) a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein; (d) an offence under the criminal legislation of any other foreign jurisdiction; NOTE: If you have received a pardon under the Criminal Records Act (Canada) for an Offence that relates to fraud (including any type of fraudulent activity), misappropriation of money or other property, theft, forgery, falsification of books or documents or similar Offences, you must disclose the pardoned offence in this Form. In such circumstances: (a) the appropriate written response would be “Yes, pardon granted on (date)”, and (b) you must provide complete details in an attachment to this Form. 1965 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “Proceedings” means: (a) a civil or criminal proceeding or inquiry before a court; (b) a proceeding before an arbitrator or umpire or a person or group of persons authorized by law to make an inquiry and take evidence under oath in the matter; (c) a proceeding before a tribunal in the exercise of a statutory power of decision making where the tribunal is required by law to hold or afford the parties to the proceeding an opportunity for a hearing before making a decision; (d) a proceeding before a self-regulatory organization authorized by law to regulate the operations and the standards of practice and business conduct of its members and their representatives, in which the self-regulatory organization is required under its by-laws or rules to hold or afford the parties the opportunity for a hearing before making a decision, but does not apply to a proceeding in which one or more persons are required to make an investigation and to make a report, with or without recommendations, if the report is for the information or advice of the person to whom it is made and does not in any way bind or limit that person in any decision the person may have the power to make; “securities regulatory authority” (or “SRA”) means a body created by statute in any jurisdiction or in any foreign jurisdiction to administer securities law, regulation and policy (e.g. securities commission) but does not include an exchange or other self regulatory or professional organization; “self-regulatory or professional organization” means: (a) a stock, commodities, futures or options exchange; (b) an association of investment, securities, mutual fund, commodities, or future dealers; (c) an association of investment counsel or portfolio managers; (d) an association of other professionals (e.g. legal, accounting, engineering); (e) any other group, institution or self-regulatory entity, recognized by a securities regulatory authority, that is responsible for the enforcement of rules, disciplines or codes under any applicable legislation, or considered a self-regulatory or professional organization in another country. 1.A. IDENTIFICATION OF INDIVIDUAL COMPLETING FORM LAST NAMES(S) FIRST NAMES(S) MIDDLE NAME(S) (If none, please state) NAME(S) MOST COMMONLY KNOWN BY: NAME OF ISSUER 1966 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PRESENT or PROPOSED IF DIRECTOR/OFFICER IF OFFICER - POSITION(S) WITH THE DISCLOSE THE DATE PROVIDE TITLE ISSUER - check (ü) all ELECTED/APPOINTED IF OTHER positions below that are - PROVIDE MONTH DAY YEAR application DETAILS (ü) Director Officer Other B. Other than the name given in Question 1A above, FROM TO provide any legal names, assumed names or nicknames under which you have carried on business or have otherwise been known, including information regarding any name change(s) resulting from marriage, divorce, court order or any other process. Use an attachment if necessary. MM YY MM YY C. GENDER DATE OF BIRTH PLACE OF BIRTH Month Day Year City Province/State Country MALE FEMALE D. MARITAL STATUS FULL NAME OF SPOUSE - OCCUPATION include common-law OF SPOUSE E. TELEPHONE AND FACSIMILE NUMBERS AND E-MAIL ADDRESS RESIDENTIAL ( ) FACSIMILE ( ) BUSINESS ( ) E-MAIL* F. RESIDENTIAL HISTORY – Provide all residential addresses for the past 10 YEARS starting with your current principal residential address. If you are unable to correctly identify the complete residential address for a period, which is beyond five years from the date of completion of this Form, the municipality and provice or state and country must be identified. The regulator reserves the right to require the full address. STREET ADDRESS, CITY, PROVINCE/STATE, FROM TO COUNTRY & POSTAL/ZIP CODE MM YY MM YY 1967 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2. CITIZENSHIP A. CANADIAN CITIZENSHIP YES NO (i) Are you a Canadian Citizen? (ii) Are you a person lawfully in Canada as an immigrant but are not yet a Canadian Citizen? (iii) If “Yes” to Question 2A(ii), the number of years of continuous residence in Canada: B. OTHER CITIZENSHIP YES NO (i) Do you hold citizenship in any country other than Canada? (ii) If ‘Yes’ to Questio 2B(i), the name of the country(s)? (iii) Please provide U.S. Social Security number, where you have such a number 3. EMPLOYMENT HISTORY Provide your complete employment history for the 10 YEARS immediately prior to the date of this Form starting with your current employment. Use an attachment if necessary. EMPLOYEE EMPLOYEE POSITION FROM TO NAME ADDRESS HELD MM YY MM YY 4. POSITIONS WITH OTHER ISSUERS YES NO A. While you were a director, officer or insider of an issuer, did any exchange or self-regu‑ latory organization ever refuse approval for listing or quotation of that issuer (includ‑ ing a listing resulting from a qualifying transaction, reverse takeover, backdoor listing or change of business)? If yes, attach full particulars. B. Has your employment in a sales,investment or advisory capacity with any firm or company engaged in the sale of real estate, insurance or mutual funds ever been terminated for cause? C. Has a firm or company registered under the securities laws of any jurisdiction or of any foreign jurisdiction as a securities dealer, broker, investment advisor or underwriter, suspended or terminated your employment for cause? D. Are you or have you during the last 10 years ever been a director, officer, promoter, insider or control person for any reporting issuer? E. If “YES” to 4D above, provide the names of each reporting issuer. State the position(s) held and the period(s) during which you held the position(s). Use an attachment if necessary. NAME OF POSITION(S) MARKET FROM TO REPORTING HELD TRADED ON MM YY MM YY ISSUER 1968 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 5. EDUCATIONAL HISTORY A. PROFESSIONAL DESIGNATION(S) - Provide any professional designation held and professional associations to which you belong. For example, Barrister & Solicitor, C.A., C.M.A., C.G.A., P.Eng., P. Geol., CFA, etc. and indicate which organization and the date the designations were granted. PROFESSIONAL GRANTOR OF DATE GRANTED ACTIVE? DESIGNATION DESIGNATION and and MEMBERSHIP JURISDICTION NUMBER or FOREIGN MM DD YY YES NO JURISDICTION B. Provide your post-secondary educational history starting with the most recent. SCHOOL LOCATION DEGREE OR DATE OBTAINED DIPLOMA MM DD YY 6. OFFENCES – If you answer ‘YES’ to any item in Question 6, you must provide complete details in an attachment. YES NO A. Have you ever pleaded guilty to or been found guilty of an Offence? B. Are you the subject of any current charge, indictment or proceeding for an Offence? C. To the best of your knowledge, are you or have you ever been a director, officer, promoter, insider, or control person of an issuer, in any jurisdiction or in any foreign jurisdiction, at the time of events, where the issuer: (i) has ever pleaded guilty to or being found guilty of an Offence? (ii) is the subject of any current charge, indictment or proceeding for an offence? 1969 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 7. BANKRUPTCY – If you answer ‘YES’ to any item in Question 7, you must provide complete details in an attachment and attach a copy of any discharge, release or other applicable document. YES NO A. Have you, in any jurisdiction or in any foreign juristiction, within the past 10 years had a petition in bankruptcy issued against you, made a voluntary assignment in bankruptcy, made a proposal under any bankruptcy or insolvency legislation, been subject to any proceeding, arrangement or compromise with creditors, or had a receiver, receiver- manager or trustee appointed to manage your assets? B. Are you now an undischarged bankrupt? C. To the best of your knowledge, are you or have you ever been a director, officer, promoter, insider, or control person of an issuer, in any jurisdiction or in any foreign jurisdiction, at the time of events, or for a period of 12 months preceding the time of events, where the issuer: (i) has made a petition in bankruptcy, a voluntary assignment in bankruptcy, a proposal under any bankruptcy or insolvency legislation, been subject to any proceeding, arrangement or compromise with creditors or had a receiver, receiver-manager or trustee appointed to manage the issuer’s assets? (ii) is now an undischarged bankrupt? 8. PROCEEDINGS – If you answer ‘YES’ to any item in Question 8, you must provide complete details in an attachment. YES NO A. CURRENT PROCEEDINGS BY SECURITIES REGULATORY AUTHORITY OR SELF REGULATORY OR PROFESSIONAL ORGANIZATION. Are you now, in any jurisdiction or in any foreign jurisdiction, the subject of: (i) a notice of hearing or similar notice issued by an SRA? (ii) a proceeding or to your knowledge, under investigation, by an exchange or other self regulatory or professioal organization? (iii) settlement discussions or negotiations for settlement of any nature or kind whatsoever with a SRA or or any self regulatory or professional organization? YES NO B. PRIOR PROCEEDINGS BY SECURITIES REGULATORY AUTHORITY OR SELF REGULATORY OR PROFESSIONAL ORGANIZATION. Have you ever: (i) been reprimanded, suspended, fined, been the subject of an administrative penalty, or otherwise been the subject of any disciplinary proceedings of any kind whatsoever, in any jurisdiction or in any foreign jurisdiction, by a SRA or self regulatory or professional organization? 1970 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) had a registration or licence for the trading of securities, exchange or commodity futures contracts, real estate, insurance or mutual fund products cancelled, refused, restricted or suspended? (iii) been prohibited or disqualified under securities, corporate or any other legislation from acting as a director or officer of a reporting issuer? (iv) had a cease trading or similar order issued against you or an order issued against you that denied you the right to use any statutory prospectus or registration exemption? (v) had any other proceeding of any nature or kind taken against you? C. SETTLEMENT AGREEMENT(S) Have you ever entered into a settlement agreement with a SRA, self regulatory or professional organization, attorney general or comparable official or body, in any jurisdiction or in any foreign jurisdiction, in a matter that involved actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading in securities or exchange or commodity futures contracts, illegal distributions, failure to disclose material facts or changes or similar conduct, or any other settlement agreement with respect to any other violation of securities legislation in a jurisdiction or in a foreign jurisdiction or the rules or any self regulatory or professional organization? D. To the best of your knowledge, are you now or have you ever been a director, officer, promoter, insider, or control person of an issuer at the time of such event, in any jurisdiction or in any foreign jurisdiction, for which a securities regulatory authority or self regulatory or professional organization has: (i) refused, restricted, suspended or cancelled the registration or licensing of an issuer to trade securities, exchange or commodity futures contracts, or to sell or trade real estate, insurance or mutual fund products? (ii) issued a cease trade or similar order or imposed an administrative penalty against the issuer, other than an order for failure to file financial statements that was revoked within 30 days of its issuance (iii) refused a receipt for a prospectus or other offering document, denied any application for listing or quotation or any other similar application, or issued an order that denied the issuer the right to use any statutory prospectus or registration exemptions (iv) issued a notice of hearing, notice as to a proceeding or similar notice against the issuer (v) taken any other proceeding against the issuer, including a trading halt, suspension or delisting of the issuer (other than in the normal course for proper dissemination of information, pursuant to a reverse takeover, backdoor listing or similar transaction) (vi) entered into a settlement agreement with the issuer in a matter that involved actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading in securities or exchange or commodity futures contracts, illegal distributions, failure to disclose material facts or changes or similar conduct by the issuer, or involved in any other violation of securities legislation in a jurisdiction or in a foreign jurisdiction or a self-regulatory or professional organization’s rules 1971 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 9. CIVIL PROCEEDINGS – If you answer ‘YES’ to any item in Question 9, you must provide complete details in an attachment. YES NO A. JUDGMENT, GARNISHMENT AND INJUNCTIONS Has a court in any jurisdiction or in any foreign jurisdiction: (i) rendered a judgment, ordered garnishment or issued an injunction or similar ban (whether by consent or otherwise) against you in a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes or allegations of similar conduct? (ii) rendered a judgment, ordered garnishment or issued an injunction or similar ban (whether by consent or otherwise) against an issuer, for which you are currently or have ever been a director, officer, promoter, insider or control person, in a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes or allegations of similar conduct? B. CURRENT CLAIMS (i) Are you now the subject, in any jurisdiction of Canada or in any foreign jurisdiction, of a claim that is based in whole or in part on actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes or allegations of similar conduct? (ii) To the best of your knowledge, are you currently or have you ever been a director, officer, promoter, insider or control person of an issuer now subject, in any jurisdiction of Canada or in any foreign jurisdiction, of a claim that is based in whole or in part on actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes or allegations of similar conduct? C. SETTLEMENT AGREEMENT(S) (i) Have you ever entered into a settlement agreement, in any jurisdiction of Canada or in any foreign jurisdiction, in a civil action that involved actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes or allegations of similar conduct? (ii) To the best of your knowledge, are you currently or have you ever been a director, officer, promoter, insider or control person of an issuer that has entered into a settlement agreement, in any jurisdiction of Canada or in any foreign jurisdiction, in a civil action that involved actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes or allegations of similar conduct? 1972 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) CERTIFICATE AND CONSENT I, ___________________________________________________________hereby certify that: (Please Print - Name of Individual) (a) I have read and understand the questions, cautions, acknowledgement and consent in this Form, and the answers I have given to the questions in this Form and in any attachments to it are true and correct, except where stated to be to the best of my knowledge, in which case I believe the answers to be true; (b) I have read and understand Schedule 1; (c) I consent to the collection, use and disclosure of the information in this Form (or in a delivered Exchange Form if one is delivered in lieu of this Form) and to the collection, use and disclosure of further personal information in accordance with Schedule 1; and (d) I understand that I am delivering this Form with one or more securities regulatory authorities listed in Schedule 2 and it is an offence to make a statement in this Form that is false or misleading in a material respect, or to omit facts that make this Form false or misleading in a material respect. ___________________________________________ Date ___________________________________________ Signature of person named above ___________________________________________ Name(s) of OTC reporting issuer(s) for which this Form is delivered 1973 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 51-105F3A Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information Schedule 1 Collection of Personal Information The securities regulatory authorities listed in Schedule 2 are authorized, under securities legislation, to collect personal information. The securities regulatory authorities do not make any of the information provided in this Form public, unless required under freedom of information legislation. By signing the Certificate and Consent in this Form, you are consenting to submitting your personal information in this Form (the “Information”) to the securities regulatory authorities and to the collection and use by the securities regulatory authorities of the Information, as well as any other information that may be necessary to administer securities legislation and assist in the administration of securities laws elsewhere. This may include the collection of information from law enforcement agencies, other government or non-governmental regulatory authorities, self-regulatory organizations, exchanges, and quotation and trade reporting systems in order to conduct background checks, verify the Information, perform investigations and conduct enforcement proceedings. Under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets, you are required to deliver the Information to the securities regulatory authorities because you are a director, officer, promoter or control person of an OTC Reporting Issuer. Under freedom of information and protection of privacy legislation, you have a right to be informed of the existence of personal information about you that is kept by a securities regulatory authority, to request access to that information, and to request that such information be corrected, subject to applicable freedom of information and protection of privacy legislation. By signing the Certificate and Consent in this Form, you acknowledge that the securities regulatory authorities may disclose the Information they collect about you, as permitted by law, where its use and disclosure is for the purposes described above. The securities regulatory authorities may use a third party to process the Information, but when that happens, the third party is obligated to comply with the limited use restrictions described above and federal and provincial privacy legislation. Warning: It is an offence to submit information that, in a material respect, and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue. Questions If you have any questions about the collection, use and disclosure of the information you provide to a securities regulatory authority, you may contact the securities regulatory authority at the address or telephone number listed in Schedule 2. 1974 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 51-105F3A Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information Schedule 2 Securities Regulatory Authorities British Columbia Securities Prince Edward Island Securities Commission Office P.O. Box 10142, Pacific Centre 95 Rochford Street, 4th Floor 701 West Georgia Street Shaw Building Vancouver, British Columbia V7Y 1L2 P.O. Box 2000 Telephone: 604-899-6500 Charlottetown, Prince Edward Island Toll free in British Columbia and C1A 7N8 Alberta 1-800-373-6393 Telephone: 902-368-4569 Facsimile: 604-899-6506 Facsimile: 902-368-5283 Alberta Securities Commission Government of Newfoundland and Suite 600, 250 - 5 th Street SW Labrador Calgary, Alberta T2P 0R4 Financial Services Regulation Division Telephone: 403-297-6454 P.O. Box 8700 Facsimile: 403-297-6156 Confederation Building 2nd Floor, West Block Prince Philip Drive St. John’s, NFLD A1B 4J6 Attention: Director of Securities Telephone: 709‑729‑4189 Facsimile: 709‑729‑6187 Financial and Consumer Affairs Government of Yukon Authority of Saskatchewan Department of Community Services Suite 601 - 1919 Saskatchewan Drive Corporate Affairs, Yukon Securities Regina, Saskatchewan S4P 4H2 Office Telephone: 306-787-5879 307 Black Street, 1st Floor Facsimile: 306-787-5899 PO Box 2703 (C-6) Whitehorse, Yukon Y1A 2C6 Telephone: 867-667-5466 Facsimile: 867-393-6251 The Manitoba Securities Government of the Northwest Commission Territories 500 - 400 St Mary Avenue Government of the Northwest Winnipeg, Manitoba R3C 4K5 Territories Telephone: 204-945-2548 Office of the Superintendent of Toll free in Manitoba 1-800-655-5244 Securities Facsimile: 204-945-0330 P.O. Box 1320 Yellowknife, NT X1A 2L9 Attention: Deputy Superintendent, Legal & Enforcement Telephone: 867‑920‑8984 Facsimile: 867-873-0243 1975 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Autorité des marchés financiers Government of Nunavut 800, Square Victoria, 22 e étage Department of Justice C.P. 246, Tour de la Bourse Legal Registries Division Montréal, Québec H4Z 1G3 P.O. Box 1000, Station 570 Telephone: 514-395-0337 1 st Floor, Brown Building or 1-877-525-0337 Iqaluit, Nunavut X0A 0H0 Facsimile: 514-873-6155 Telephone: 867-975-6590 (For delivery purposes only) Facsimile: 867-975-6594 Facsimile: 514-864-6381 (For privacy requests only) New Brunswick Securities Nova Scotia Securities Commission Commission 2nd Floor, Joseph Howe Building 85 Charlotte Street, Suite 300 1690 Hollis Street Saint John, New Brunswick E2L 2J2 Halifax, Nova Scotia B3J 3J9 Telephone: 506-658-3060 Telephone: 902‑424‑7768 Toll Free in New Brunswick Facsimile: 902-424-4625 1-866-933-2222 Facsimile: 506-658-3059 1976 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 51-105F3B Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information This Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information must be completed and delivered to the securities regulatory authority by each individual who is required to do so under section 10 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets. If an individual has previously delivered either Form 51-105F3A Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information or a personal information form to the Toronto Stock Exchange or TSX Venture Exchange in connection with another OTC Reporting Issuer and the information has not changed, the individual may deliver this Form in satisfaction of the requirement in section 10 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets if the Certificate and Consent below is completed. The securities regulatory authority does not make any of the personal information provided in this Form public, unless required under freedom of information legislation. CERTIFICATE AND CONSENT I, _____________________________________________________________________________ hereby certify that: (Please Print - Name of Individual) (a) I delivered form 51-105F3A Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information on ________________________________________ (insert date) for ________________________________________________________________________ (insert name of issuer).

I have read and understood the questions, cautions, acknowledgement and consent in that Form, and the answers I have given to the questions in that Form and in any attachments to it are true and correct, except where stated to be to the best of my knowledge, in which case I believe the answers to be true; (b) I have read and understand the attached Schedule 1; (c) I consent to the collection, use and disclosure of the information in this Form and to the collection, use and disclosure of further personal information in accordance with Schedule 1; and (d) I understand that I am delivering this Form to a securities regulatory authority, and it is an offence under securities legislation to provide false or misleading information to the securities regulatory authority. ___________________________________________ Date ___________________________________________ Signature of person named above ___________________________________________ Name(s) of OTC reporting issuer(s) for which this Form is delivered 1977 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 51-105F3B Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information Schedule 1 Collection of Personal Information The securities regulatory authorities listed in Schedule 2 are authorized, under securities legislation, to collect personal information. The securities regulatory authorities do not make any of the information provided in this Form public, unless required under freedom of information legislation. By signing the Certificate and Consent in this Form, you are consenting to submitting your personal information in this Form (the “Information”) to the securities regulatory authorities and to the collection and use by the securities regulatory authorities of the Information, as well as any other information that may be necessary to administer securities legislation and assist in the administration of securities laws elsewhere. This may include the collection of information from law enforcement agencies, other government or non-governmental regulatory authorities, self-regulatory organizations, exchanges, and quotation and trade reporting systems in order to conduct background checks, verify the Information, perform investigations and conduct enforcement proceedings. Under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets, you are required to deliver the Information to the securities regulatory authorities because you are a director, officer, promoter or control person of an OTC Reporting Issuer. Under freedom of information and protection of privacy legislation, you have a right to be informed of the existence of personal information about you that is kept by a securities regulatory authority, to request access to that information, and to request that such information be corrected, subject to applicable freedom of information and protection of privacy legislation. By signing the Certificate and Consent in this Form, you acknowledge that the securities regulatory authorities may disclose the Information they collect about you, as permitted by law, where its use and disclosure is for the purposes described above. The securities regulatory authorities may use a third party to process the Information, but when that happens, the third party is obligated to comply with the limited use restrictions described above and federal and provincial privacy legislation. Warning: It is an offence to submit information that, in a material respect, and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue. Questions If you have any questions about the collection, use and disclosure of the information you provide to a securities regulatory authority, you may contact the securities regulatory authority at the address or telephone number listed in Schedule 2. 1978 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 51-105F3B Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information Schedule 2 Securities Regulatory Authorities British Columbia Securities Nova Scotia Securities Commission Commission 2nd Floor, Joseph Howe Building P.O. Box 10142, Pacific Centre 1690 Hollis Street 701 West Georgia Street Halifax, Nova Scotia B3J 3J9 Vancouver, British Columbia V7Y 1L2 Telephone: 902‑424‑7768 Telephone: 604-899-6500 Facsimile: 902-424-4625 Toll free in British Columbia and Alberta 1-800-373-6393 Facsimile: 604-899-6506 Alberta Securities Commission Prince Edward Island Securities Suite 600, 250 - 5 th Street SW Office Calgary, Alberta T2P 0R4 95 Rochford Street, 4th Floor Shaw Telephone: 403-297-6454 Building Facsimile: 403-297-61560p P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8 Telephone: 902-368-4569 Facsimile: 902-368-5283 Financial and Consumer Affairs Government of Newfoundland and Authority of Saskatchewan Labrador Suite 601 - 1919 Saskatchewan Drive Financial Services Regulation Division Regina, Saskatchewan S4P 4H2 P.O. Box 8700 Telephone: 306-787-5879 Confederation Building Facsimile: 306-787-5899 2nd Floor, West Block Prince Philip Drive St. John’s, NFLD A1B 4J6 Attention: Director of Securities Telephone: 709‑729‑4189 Facsimile: 709‑729‑6187 The Manitoba Securities Commission Government of Yukon 500 - 400 St Mary Avenue Department of Community Services Winnipeg, Manitoba R3C 4K5 Corporate Affairs, Yukon Securities Office Telephone: 204-945-2548 307 Black Street, 1st Floor Toll free in Manitoba 1-800-655-5244 PO Box 2703 (C-6) Facsimile: 204-945-0330 Whitehorse, Yukon Y1A 2C6 Telephone: 867-667-5466 Facsimile: 867-393-6251 1979 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Autorité des marchés financiers Government of the Northwest 800, Square Victoria, 22 e étage Territories C.P. 246, Tour de la Bourse Government of the Northwest Montréal, Québec H4Z 1G3 Territories Telephone: 514-395-0337 Office of the Superintendent of or 1-877-525-0337 Securities Facsimile: 514-873-6155 (For delivery P.O. Box 1320 purposes only) Yellowknife, NT X1A 2L9 Facsimile: 514-864-6381 (For privacy Attention: Deputy Superintendent, requests only) Legal & Enforcement Telephone: 867‑920‑8984 Facsimile: 867-873-0243 New Brunswick Securities Government of Nunavut Commission Department of Justice 85 Charlotte Street, Suite 300 Legal Registries Division Saint John, New Brunswick E2L 2J2 P.O. Box 1000, Station 570 Telephone: 506-658-3060 1 st Floor, Brown Building Toll Free in New Brunswick 1-866-933- Iqaluit, Nunavut X0A 0H0 2222 Telephone: 867-975-6590 Facsimile: 506-658-3059 Facsimile: 867-975-6594 1980 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 1981 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 51-105F4 Notice - Issuer Ceases to be an OTC Reporting Issuer This is the form required under subsection 4(2) of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets. This form must be completed and filed in jurisdictions other than Québec if an OTC reporting issuer has ceased to be an OTC issuer because it has a class of securities listed or quoted on an exchange or a quotation and trade reporting system specified in the definition of “OTC issuer” in section 1 of the Instrument. In Québec, an OTC reporting issuer that has a class of securities listed or quoted on an exchange or a quotation and trade reporting system specified in the definition of “OTC issuer” in section 1 of the Instrument must apply to the securities regulatory authority to have its status as an OTC reporting issuer revoked in order to cease to be an OTC issuer. The Issuer Name of Issuer: _____________________________________________ (the Issuer) Head office address: _____________________________________________ _____________________________________________ Last head office address (if different from above): _____________________________________________ _____________________________________________ Telephone number: _____________________________________________ Fax number: _____________________________________________ E-mail address: _____________________________________________ Ticker-symbol date: _____________________________________________ Ceasing to be an OTC Reporting Issuer The Issuer’s ___________________________________________________________________ [describe class of securities] are listed or quoted on ____________________________________________________________________________ [name of exchange or quotation and trade reporting system listed in definition of OTC issuer in section 1 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets]. If the Issuer has ceased to be an OTC issuer, the Issuer is no longer an OTC Reporting Issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets. 1982 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) The Issuer [will not be / will remain] a reporting issuer in a jurisdiction of Canada. Certificate On behalf of the Issuer, I certify that the statements made in this Notice are true. Date: _____________________________________ ___________________________________________ Name of Issuer ___________________________________________ Print name, title and telephone number of person signing on behalf of the Issuer ___________________________________________ Signature Warning: It is an offence to make a statement in this Notice that is false or misleading in a material respect, or to omit facts that make this Notice false or misleading in a material respect. 9 Jan 2012 SR 91/2012 s4; 4 Dec 2015 SR 104/2015 s12; 30 Jne 2023 SR 47/2023 s21; 22 Aug 2025 SR 67/2025 s13. 1983 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LIII [Clause 2(aaa)] NATIONAL INSTRUMENT 23-103 ELECTRONIC TRADING PART 1 DEFINITIONS AND INTERPRETATION 1 Definitions In this Instrument: “automated order system” means a system used to automatically generate or electronically transmit orders on a pre-determined basis; “marketplace and regulatory requirements” means: (a) the rules, policies, requirements or other similar instruments set by a marketplace respecting the method of trading by marketplace participants, including those related to order entry, the use of automated order systems, order types and features and the execution of trades; (b) the applicable requirements in securities legislation; and (c) the applicable requirements set by a recognized exchange, a recognized quotation and trade reporting system or a regulation services provider under section 7.1, 7.3 or 8.2 of NI 23-101; and “participant dealer” means a marketplace participant that is an investment dealer. 2 Interpretation A term that is defined or interpreted in National Instrument 21-101 Marketplace Operation, or National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations has, if used in this Instrument, the meaning ascribed to it in National Instrument 21-101 or National Instrument 31-103. PART 2 REQUIREMENTS APPLICABLE TO MARKETPLACE PART 2 PARTICIPANTS 3 Risk Management and Supervisory Controls, Policies and Procedures (1) A marketplace participant must: (a) establish, maintain and ensure compliance with risk management and supervisory controls, policies and procedures that are reasonably designed to manage, in accordance with prudent business practices, the financial, regulatory and other risks associated with marketplace access or providing clients with access to a marketplace; and (b) record the policies and procedures required under paragraph (a) and maintain a description of the marketplace participant’s risk management and supervisory controls in written form. (2) The risk management and supervisory controls, policies and procedures required under subsection (1) must be reasonably designed to ensure that all orders are monitored and for greater certainty, include: (a) automated pre‑trade controls; and (b) regular post-trade monitoring. 1984 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) The risk management and supervisory controls, policies and procedures required in subsection (1) must be reasonably designed to: (a) systematically limit the financial exposure of the marketplace participant, including, for greater certainty, preventing: (i) the entry of one or more orders that would result in exceeding pre- determined credit or capital thresholds for the marketplace participant and, if applicable, its client with marketplace access provided by the marketplace participant; (ii) the entry of one or more orders that exceed pre-determined price or size parameters; (b) ensure compliance with marketplace and regulatory requirements, including, for greater certainty: (i) preventing the entry of orders that do not comply with marketplace and regulatory requirements that must be satisfied on a pre-order entry basis; (ii) limiting the entry of orders to those securities that a marketplace participant or, if applicable, its client with marketplace access provided by the marketplace participant, is authorized to trade; (iii) restricting access to trading on a marketplace to persons authorized by the marketplace participant; and (iv) ensuring that the compliance staff of the marketplace participant receives immediate order and trade information, including, for greater certainty, execution reports, resulting from orders sent by the marketplace participant or, if applicable, its client with marketplace access provided by the marketplace participant; (c) enable the marketplace participant to immediately stop or cancel one or more orders entered by the marketplace participant or, if applicable, its client with marketplace access provided by the marketplace participant; (d) enable the marketplace participant to immediately suspend or terminate any access to a marketplace granted to a client with marketplace access provided by the marketplace participant; and (e) ensure that the entry of orders does not interfere with fair and orderly markets. (4) A third party that provides risk management and supervisory controls, policies or procedures to a marketplace participant must be independent from each client with marketplace access provided by the marketplace participant, except if the client is an affiliate of the marketplace participant. (5) A marketplace participant must directly and exclusively set and adjust the risk management and supervisory controls, policies and procedures required under this section, including those provided by third parties. (6) A marketplace participant must: (a) regularly assess and document the adequacy and effectiveness of its risk management and supervisory controls, policies and procedures; and 1985 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) document any deficiencies in the adequacy or effectiveness of a risk management or supervisory control, policy or procedure and promptly remedy the deficiency. (7) If a marketplace participant uses the services of a third party to provide risk management or supervisory controls, policies and procedures, the marketplace participant must: (a) regularly assess and document the adequacy and effectiveness of the third party’s relevant risk management and supervisory controls, policies and procedures; and (b) document any deficiencies in the adequacy or effectiveness of a risk management or supervisory control, policy or procedure and ensure the deficiency is promptly remedied. 4 Authorization to Set or Adjust Risk Management and Supervisory Controls, Policies and Procedures Despite subsection 3(5), a participant dealer may, on a reasonable basis, authorize an investment dealer to perform, on the participant dealer’s behalf, the setting or adjusting of a specific risk management or supervisory control, policy or procedure required under subsection 3(1) if: (a) the participant dealer has a reasonable basis for determining that the investment dealer, based on the investment dealer’s relationship with the ultimate client, has better access to information relating to the ultimate client than the participant dealer such that the investment dealer can more effectively set or adjust the control, policy or procedure; (b) a description of the specific risk management or supervisory control, policy or procedure and the conditions under which the investment dealer is authorized to set or adjust the specific risk management or supervisory control, policy or procedure are set out in a written agreement between the participant dealer and investment dealer; (c) before authorizing the investment dealer to set or adjust a specific risk management or supervisory control, policy or procedure, the participant dealer assesses and documents the adequacy and effectiveness of the investment dealer’s setting or adjusting of the risk management or supervisory control, policy or procedure; (d) the participant dealer: (i) regularly assesses the adequacy and effectiveness of the setting or adjusting of the risk management or supervisory control, policy or procedure by the investment dealer; and (ii) documents any deficiencies in the adequacy or effectiveness of the setting or adjusting of the risk management or supervisory control, policy or procedure and ensures that the deficiencies are promptly remedied; and (e) the participant dealer provides the investment dealer with the immediate order and trade information of the ultimate client that the participant dealer receives under subparagraph 3(3)(b)(iv). 1986 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 3 REQUIREMENTS APPLICABLE TO USE OF AUTOMATED PART 3 ORDER SYSTEMS 5 Use of Automated Order Systems (1) A marketplace participant must take all reasonable steps to ensure that its use of an automated order system or the use of an automated order system by any client, does not interfere with fair and orderly markets. (2) A client of a marketplace participant must take all reasonable steps to ensure that its use of an automated order system does not interfere with fair and orderly markets. (3) For the purpose of the risk management and supervisory controls, policies and procedures required under subsection 3(1), a marketplace participant must: (a) have a level of knowledge and understanding of any automated order system used by the marketplace participant or any client that is sufficient to allow the marketplace participant to identify and manage the risks associated with the use of the automated order system; (b) ensure that every automated order system used by the marketplace participant or any client is tested in accordance with prudent business practices initially before use and at least annually thereafter; and (c) have controls in place to immediately: (i) disable an automated order system used by the marketplace participant; and (ii) prevent orders generated by an automated order system used by the marketplace participant or any client from reaching a marketplace. PART 4 REQUIREMENTS APPLICABLE TO MARKETPLACES 6 Availability of Order and Trade Information (1) A marketplace must provide a marketplace participant with access to its order and trade information, including execution reports, on an immediate basis to enable the marketplace participant to effectively implement the risk management and supervisory controls, policies and procedures required under section 3. (2) A marketplace must provide a marketplace participant access to its order and trade information referenced in subsection (1) on reasonable terms. 7 Marketplace Controls Relating to Electronic Trading (1) A marketplace must not provide access to a marketplace participant unless it has the ability and authority to terminate all or a portion of the access provided to the marketplace participant. (2) A marketplace must: (a) regularly assess and document whether the marketplace requires any risk management and supervisory controls, policies and procedures relating to electronic trading, in addition to those controls that a marketplace participant is required to have under subsection 3(1), and ensure that such controls, policies and procedures are implemented in a timely manner; 1987 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) regularly assess and document the adequacy and effectiveness of any risk management and supervisory controls, policies and procedures implemented under paragraph (a); and (c) document and promptly remedy any deficiencies in the adequacy or effectiveness of the controls, policies and procedures implemented under paragraph (a). 8 Marketplace Thresholds (1) A marketplace must not permit the execution of orders for exchange-traded securities to exceed the price and volume thresholds set by: (a) its regulation services provider; (b) the marketplace, if it is a recognized exchange that directly monitors the conduct of its members and enforces requirements set under subsection 7.1(1) of NI 23-101; or (c) the marketplace, if it is a recognized quotation and trade reporting system that directly monitors the conduct of its users and enforces the requirements set under subsection 7.3(1) of NI 23-101. (2) A recognized exchange, recognized quotation and trade reporting system or regulation services provider setting a price threshold for an exchange-traded security under subsection (1) must coordinate its price threshold with all other exchanges, quotation and trade reporting systems and regulation services providers setting a price threshold under subsection (1) for the exchange-traded security or a security underlying the exchange-traded security. 9 Clearly Erroneous Trades (1) A marketplace must not provide access to a marketplace participant unless it has the ability to cancel, vary or correct a trade executed by the marketplace participant. (2) If a marketplace has retained a regulation services provider, the marketplace must not cancel, vary or correct a trade executed on the marketplace unless: (a) instructed to do so by its regulation services provider; (b) the cancellation, variation or correction is requested by a party to the trade, consent is provided by both parties to the trade and notification is provided to the marketplace’s regulation services provider; or (c) the cancellation, variation or correction is necessary to correct an error caused by a system or technological malfunction of the marketplace systems or equipment, or caused by an individual acting on behalf of the marketplace, and the consent to cancel, vary or correct has been obtained from the marketplace’s regulation services provider. (3) A marketplace must establish, maintain and ensure compliance with reasonable policies and procedures that clearly outline the processes and parameters associated with a cancellation, variation or correction and must make such policies and procedures publicly available. 1988 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 5 EXEMPTION AND EFFECTIVE DATE 10 Exemption (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption. (3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction. 11 Effective Date This Instrument comes into force on March 1, 2013. 9 Jan 2012 SR 91/2012 s4. 1989 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LIV [Clause 2(bbb)] MULTILATERAL INSTRUMENT 13-102 SYSTEM FEES Definitions 1(1) In this Instrument, “annual information form” means (a) an “AIF” as defined by National Instrument 51-102 Continuous Disclosure Obligations, or (b) an annual information form referred to in Part 9 of National Instrument 81‑106 Investment Fund Continuous Disclosure; “principal regulator” means the principal regulator determined under section 5 of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+); “shelf prospectus” means a prospectus filed under National Instrument 44‑102 Shelf Distributions; “system fee” means a fee set out in Appendix A or B. “WKSI base shelf prospectus” means a base shelf prospectus filed under Par 9B of National Instrument 44-102 Shelf Distributions. (2) In this Instrument, a term referred to in Column 1 of the following table has the meaning ascribed to it in the Instrument referred to in Column 2 opposite that term: Column 1 Column 2 Defined Term Instrument CPC instrument National Instrument 45-106 Prospectus Exemptions document National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) long form prospectus National Instrument 41-101 General Prospectus Requirements preliminary MJDS National Instrument 71-101 The prospectus Multijurisdictional Disclosure System rights offering circular Section 2.1 of National Instrument 45-106 Prospectus Exemptions SEDAR+ National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) short form prospectus National Instrument 41-101 General Prospectus Requirements sponsoring firm National Instrument 33-109 Registration Information 1990 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Inconsistency with other instruments 2 If there is any conflict or inconsistency between this Instrument and National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+), this Instrument prevails. System fees for transmission 3(1) If a person or company described in Column A of Appendix A transmits a filing of a type described in Column B of the Appendix, the person or company must pay to the person or company’s principal regulator the system fee specified in Column C of the Appendix for the filing for the reference period corresponding to the date of transmission of the filing. (2) Subsection (1) does not apply unless the securities regulatory authority in the local jurisdiction is the person or company’s principal regulator. Annual registrant system fee 4 On December 31 of each year, a sponsoring firm must, for each individual registrant of the sponsoring firm, pay the system fee specified in Column C of Appendix B for the reference period corresponding to that date to the securities regulatory authority if the securities regulatory authority in the local jurisdiction is the individual registrant’s principal regulator on that date. Means of payment 5 A person or company required to pay a system fee must pay the fee through SEDAR+. Exemption 6(1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14‑101 Definitions, opposite the name of the local jurisdiction. Transition 7(1) Despite section 5, a person or company required to pay a system fee under Item 1 of Appendix A or under Appendix B must pay the fee through NRD, as defined in National Instrument 31-102 National Registration Database, until National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) requires that the person or company transmit, through SEDAR+, a filing of a type described in Item 1 of Appendix A or in Appendix B. (2) Despite section 3, a person or company is not required to pay a system fee under Item 2 of Appendix A until National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) requires that the person or company transmit, through SEDAR+, a filing of a type described in Item 2 of Appendix A. 1991 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Repeal 8 Multilateral Instrument 13-102 System Fees for SEDAR and NRD, which came into force on October 12, 2013, is repealed. Effective date 9(1) This Instrument comes into force on June 9, 2023. (2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after June 9, 2023, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations. APPENDIX A System Fees In this Appendix, “application” means a request transmitted through SEDAR+ for a decision of the regulator or securities regulatory authority but, for greater certainty, does not include a pre-filing; “pre-filing” means a request to consult with the principal regulator regarding the application of securities legislation or securities directions generally or the application of securities legislation or a direction to a particular transaction or matter or proposed transaction or matter. Item Column A Column B Column C Person or Filing type Reference periods and system fee payable company required to file From From From From After 11/28/2025 to 11/30/2026 to 11/30/2027 to 11/30/2028 to 11/29/2029 11/29/2026 11/29/2027 11/29/2028 11/29/2029 1 Sponsoring firm Application for $138 $143 $148 $153 $158 – in respect of registration or an individual reactivation of registrant registration 2 International Annual notice $560 $577 $595 $613 $632 dealer or of reliance on international exemption adviser from dealer registration requirement or adviser registration requirement 3 Investment Annual $840 $866 $892 $919 $947 fund that is a financial reporting issuer statements 1992 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item Column A Column B Column C Person or Filing type Reference periods and system fee payable company required to file From From From From After 11/28/2025 to 11/30/2026 to 11/30/2027 to 11/30/2028 to 11/29/2029 11/29/2026 11/29/2027 11/29/2028 11/29/2029 4 Investment fund Preliminary, $3520, $3626, $3735, $3848, $3964, pro forma, regardless of regardless of regardless of regardless of regardless of or combined whether the whether the whether the whether the whether the preliminary applicable applicable applicable applicable applicable and pro forma long form long form long form long form long form long form prospectus prospectus prospectus prospectus prospectus prospectus relates to the relates to the relates to the relates to the relates to the distribution distribution distribution distribution distribution of the of the of the of the of the securities of securities of securities of securities of securities of one or more one or more one or more one or more one or more than one than one than one than one than one investment investment investment investment investment fund fund fund fund fund Preliminary, $3520, $3626, $3735, $3848, $3964, pro forma, regardless of regardless of regardless of regardless of regardless of or combined whether the whether the whether the whether the whether the preliminary applicable applicable applicable applicable applicable and pro forma simplified simplified simplified simplified simplified simplified prospectus prospectus prospectus prospectus prospectus prospectus relates to the relates to the relates to the relates to the relates to the distribution distribution distribution distribution distribution of the of the of the of the of the securities of securities of securities of securities of securities of one or more one or more one or more one or more one or more than one than one than one than one than one investment investment investment investment investment fund fund fund fund fund 5 Reporting issuer Annual $1224 $1261 $1299 $1338 $1379 other than an financial investment fund statements 6 Reporting issuer, Annual $688 $709 $731 $753 $776 other than an information investment form fund, that is not a short form prospectus issuer 7 Investment Annual $688 $709 $731 $753 $776 fund that is not information a short form form prospectus issuer 8 Reporting issuer Annual $4048 $4170 $4296 $4425 $4558 that is a short information form prospectus form issuer 1993 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item Column A Column B Column C Person or Filing type Reference periods and system fee payable company required to file From From From From After 11/28/2025 to 11/30/2026 to 11/30/2027 to 11/30/2028 to 11/29/2029 11/29/2026 11/29/2027 11/29/2028 11/29/2029 9 Issuer other than Preliminary $1520 $1566 $1613 $1662 $1712 an investment long form fund prospectus Preliminary prospectus governed by a CPC instrument Preliminary $2400 $2472 $2547 $2624 $2703 short form prospectus, preliminary shelf prospectus or preliminary MJDS prospectus WKSI $2400 $2472 $2547 $2624 $2703 base shelf prospectus 10 All filers Issuer bid $560 $577 $595 $613 $632 circular filed under Part 2 of National Instrument 62‑104 Take- Over Bids and Issuer Bids or take-over bid circular filed under Part 2 of National Instrument 62‑104 Take- Over Bids and Issuer Bids 11 Issuer, other Rights offering $2400 $2472 $2547 $2624 $2703 than an circular investment fund 12 All filers Report of $64 $66 $68 $71 $74 exempt distribution 13 All filers Pre-filing that $560 $577 $595 $613 $632 is transmitted through SEDAR+ 1994 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item Column A Column B Column C Person or Filing type Reference periods and system fee payable company required to file From From From From After 11/28/2025 to 11/30/2026 to 11/30/2027 to 11/30/2028 to 11/29/2029 11/29/2026 11/29/2027 11/29/2028 11/29/2029 14 All filers Application $0 $0 $0 $0 $0 that is required to be transmitted through SEDAR+ under National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+), (a) if a pre- filing referred to in Item 13 was previously transmitted in respect of the application, and (b) in any other $560 $577 $595 $613 $632 case APPENDIX B System Fees Column A Column B Column C Person or Filing type Reference periods and system fee payable company required to From From From From After file 11/28/2025 11/30/2026 11/30/2027 11/30/2028 11/29/2029 to to to to 11/29/2026 11/29/2027 11/29/2028 11/29/2029 Sponsoring firm Annual $138 $143 $148 $153 $158 – in respect of registration each individual renewal registrant sponsored by the firm 30 Jne 2023 SR 46/2023 s4; 5 Dec 2025 SR 91/2025 s3. 1995 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LV [Clause 2(ccc)] MULTILATERAL INSTRUMENT 45-107 LISTING REPRESENTATION AND STATUTORY RIGHTS OF ACTION DISCLOSURE EXEMPTIONS Definitions 1. In this Instrument “eligible foreign security” means a security offered primarily in a foreign jurisdiction as part of a distribution of securities in either of the following circumstances: (a) the security is issued by an issuer (i) that is incorporated, formed or created under the laws of a foreign jurisdiction, (ii) that is not a reporting issuer in a jurisdiction of Canada, (iii) that has its head office outside of Canada, and (iv) that has a majority of the executive officers and a majority of the directors ordinarily resident outside of Canada; (b) the security is issued or guaranteed by the government of a foreign jurisdiction; “executive officer” means, for an issuer, an individual who (a) is a chair, vice-chair or president, (b) is a chief executive officer or chief financial officer, (c) is a vice-president in charge of a principal business unit, division or function including sales, finance or production, or (d) performs a policy-making function in respect of the issuer; “exempt offering document” means: (a) in New Brunswick, Nova Scotia and Saskatchewan, an offering memorandum as defined under the securities legislation of that jurisdiction, and (b) in all other jurisdictions, a document including any amendments to the document, that (i) describes the business and affairs of an issuer, and (ii) has been prepared primarily for delivery to and review by a prospective purchaser to assist the prospective purchaser in making an investment decision in respect of securities being distributed pursuant to an exemption from the prospectus requirement; 1996 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “listing representation prohibition” means the prohibition in the securities legislation set out in Appendix A; “permitted client” has the same meaning as in section 1.1 of National Instrument 31–103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; “statutory rights of action disclosure requirement” means the provision in the securities legislation set out in Appendix B. Exemption from Listing Representation Prohibition 2. The listing representation prohibition does not apply to a representation made in an exempt offering document in connection with a distribution of an eligible foreign security if (a) the distribution is made only to one or more permitted clients, (b) the representation does not contain a misrepresentation, and (c) the representation is made in compliance with the by-laws and rules of the exchange or quotation and trade reporting system referred to in the representation. Alternative Disclosure of Statutory Rights 3.(1) In New Brunswick, Nova Scotia and Saskatchewan, the statutory rights of action disclosure requirement is satisfied in respect of a distribution of an eligible foreign security to a prospective purchaser that is a permitted client if the disclosure specified by subsection (2) is provided in one of the following ways: (a) in the exempt offering document; (b) in a document delivered to the permitted client at the same time as the exempt offering document; (c) in a written notice that has been delivered to the permitted client by a registered dealer or international dealer that provides the disclosure required by paragraph 2(b) and advises that the notice will apply to all future distributions. (2) A person or company relying on subsection (1) must include disclosure that is substantively similar to one of the following disclosure statements: (a) if the disclosure is included in an exempt offering document: Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor. 1997 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) if the disclosure is provided other than in an exempt offering document: If, in connection with a distribution of an eligible foreign security, as defined in [Multilateral Instrument 45-107 Listing Representation and Statutory Rights of Action Disclosure Exemptions, or other applicable provision] we deliver to you an offering document that constitutes an offering memorandum under applicable securities laws in Canada, you may have, depending on the province or territory of Canada in which the trade was made to you, remedies for rescission or damages if the offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by you within the time limit prescribed by the securities legislation of your province or territory. You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal advisor. Limitation of Application 4. Sections 2 and 3 do not apply to a distribution of an eligible foreign security if a prospectus has been filed with a Canadian securities regulatory authority for the distribution. APPENDIX A TO MULTILATERAL INSTRUMENT 45-107 LISTING REPRESENTATION AND STATUTORY RIGHTS OF ACTION DISCLOSURE EXEMPTIONS Listing Representation Prohibition Alberta: Subsection 92(3) of the Securities Act (Alberta) Manitoba: Subsection 69(3) of The Securities Act (Manitoba) New Brunswick: Subsection 58(3) of the Securities Act (New Brunswick) Newfoundland and Labrador: Subsection 39(3) of the Securities Act (Newfoundland and Labrador) Northwest Territories: Subsection 147(1) of the Securities Act (Northwest Territories) Nova Scotia: Subsection 44(3) of the Securities Act (Nova Scotia) Nunavut: Subsection 147(1) of the Securities Act (Nunavut) Prince Edward Island: Subsection 147(1) of the Securities Act (Prince Edward Island) Quebec: Fourth paragraph of section 199 of the Securities Act (Quebec) Saskatchewan: Subsection 44(3) of The Securities Act (Saskatchewan) Yukon: Subsection 147(1) of the Securities Act (Yukon) 1998 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) APPENDIX B TO MULTILATERAL INSTRUMENT 45-107 LISTING REPRESENTATION AND STATUTORY RIGHTS OF ACTION DISCLOSURE EXEMPTIONS Statutory Rights of Action Disclosure Requirement New Brunswick: Section 2.2 of Local Rule 45-802 Implementing National Instrument 45-106 – Prospectus and Registration Exemptions Nova Scotia: Subsection 65(3) of the Securities Act (Nova Scotia) Saskatchewan: Subsection 80.2(1) of The Securities Act (Saskatchewan) 4 Sep 2015 SR 76/2015 s5. 1999 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LVI [Clause 2(ddd)] NATIONAL INSTRUMENT 24 – 102 CLEARING AGENCY REQUIREMENTS TABLE OF CONTENTS PART 1 – DEFINITIONS, INTERPRETATION AND APPLICATION PART 2 – CLEARING AGENCY RECOGNITION OR EXEMPTION FROM RECOGNITION PART 3 – PFMI PRINCIPLES APPLICABLE TO RECOGNIZED CLEARING AGENCIES PART 4 – OTHER REQUIREMENTS OF RECOGNIZED CLEARING AGENCIES Division 1 – Governance Division 2 – Default management Division 3 – Operational risk Division 4 – Participation requirements PART 5 – BOOKS AND RECORDS AND LEGAL ENTITY IDENTIFIER PART 6 – EXEMPTIONS PART 7 – EFFECTIVE DATE AND TRANSITION FORMS Form 24‑102F1 – Clearing Agency Submission to Jurisdiction and Appointment of Agent for Service of Process Form 24‑102F2 – Cessation of Operations Report for Clearing Agency ******* PART 1 DEFINITIONS, INTERPRETATION AND APPLICATION Definitions 1.1 In this Instrument “accounting principles” means accounting principles as defined in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards; “auditing standards” means auditing standards as defined in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards; “board of directors” means, in the case of a recognized clearing agency that does not have a board of directors, a group of individuals that acts for the clearing agency in a capacity similar to a board of directors; “central counterparty” means a person or company that interposes itself between the counterparties to securities or derivatives transactions in one or more financial markets, acting functionally as the buyer to every seller and the seller to every buyer or the counterparty to every party; 2000 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “central securities depository” means a person or company that provides centralized facilities as a depository of securities, including securities accounts, central safekeeping services and asset services, which may include the administration of corporate actions and redemptions; “exempt clearing agency” means a clearing agency that has been granted a decision of the securities regulatory authority pursuant to securities legislation exempting it from the requirement in such legislation to be recognized by the securities regulatory authority as a clearing agency; “link” means, in relation to a clearing agency, contractual and operational arrangements that directly or indirectly through an intermediary connect the clearing agency and one or more other systems for the clearing, settlement or recording of securities or derivatives transactions; “participant” means a person or company that has entered into an agreement with a clearing agency to access the services of the clearing agency and is bound by the clearing agency’s rules and procedures; “PFMI Disclosure Framework Document” means a disclosure document completed substantially in the form of Annex A: FMI disclosure template of the December 2012 report Principles for financial market infrastructures: Disclosure framework and Assessment methodology published by the Committee on Payments and Market Infrastructures and the International Organization of Securities Commissions, as amended, supplemented or superseded from time to time, or a similar disclosure document required to be completed regularly and disclosed publicly by a clearing agency in accordance with the regulatory requirements of a foreign jurisdiction in which the clearing agency is located; “PFMI Principle” means a principle, including applicable key considerations, in the April 2012 report Principles for financial market infrastructures published by the Committee on Payments and Market Infrastructures and the International Organization of Securities Commissions, as amended from time to time; “publicly accountable enterprise” means a publicly accountable enterprise as defined in Part 3 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards; “securities settlement system” means a system that enables securities to be transferred and settled by book entry according to a set of predetermined multilateral rules. Interpretation - Affiliated Entity, Controlled Entity and Subsidiary Entity 1.2(1) In this Instrument, a person or company is considered to be an affiliated entity of another person or company if one is a subsidiary entity of the other or if both are subsidiary entities of the same person or company, or if each of them is a controlled entity of the same person or company. (2) In this Instrument, a person or company is considered to be controlled by a person or company if any of the following apply: (a) in the case of a person or company, 2001 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (i) voting securities of the first-mentioned person or company carrying more than 50% of the votes for the election of directors are held, otherwise than by way of a security interest only, by or for the benefit of the other person or company, and (ii) the votes carried by the securities are entitled, if exercised, to elect a majority of the directors of the first-mentioned person or company; (b) in the case of a partnership that does not have directors, other than a limited partnership, the second-mentioned person or company holds more than 50% of the interests in the partnership; (c) in the case of a limited partnership, the general partner is the second- mentioned person or company. (3) In this Instrument, a person or company is considered to be a subsidiary entity of another person or company if either of the following applies: (a) it is a controlled entity of any of the following: (i) that other; (ii) that other and one or more persons or companies, each of which is a controlled entity of that other; (iii) two or more persons or companies, each of which is a controlled entity of that other; or (b) it is a subsidiary entity of a person or company that is the other’s subsidiary entity.

Interpretation – Extended Meaning of Affiliated Entity 1.3 Interpretation – meaning of affiliate for the purposes of the PFMI principles – For the purposes of the PFMI Principles, a person or company is considered to be an affiliate of a participant, the person or company and the participant each being subsequently referred to in this section as a “party”, if any of the following apply: (a) a party holds, otherwise than by way of a security interest only, voting securities of the other party carrying more than 20% of the votes for the election of directors of the other party; (b) a party holds, otherwise than by way of a security interest only, an interest in the other party that allows it to direct the management or operations of the other party; (c) financial information in respect of both parties is consolidated for financial reporting purposes. Interpretation – Clearing Agency 1.4 For the purposes of this Instrument, in Québec, a clearing agency includes a clearing house, a central securities depository and a settlement system within the meaning of the Québec Securities Act and a clearing house and a settlement system within the meaning of the Québec Derivatives Act. 2002 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Application 1.5(1) Part 3 applies to a recognized clearing agency that operates as any of the following: (a) a central counterparty; (b) a central securities depository; (c) a securities settlement system. (2) Unless the context otherwise indicates, Part 4 applies to a recognized clearing agency whether or not it operates as a central counterparty, central securities depository or securities settlement system. (3) In Québec, if there is a conflict or an inconsistency between section 2.2 and the provisions of the Québec Derivatives Act governing the self-certification process with respect to a clearing agency implementing a significant change or a fee change, the provisions of the Québec Derivatives Act prevail. (4) The requirements of section 2.2 or 2.5 apply only to the extent that the subject matters of the section are not otherwise governed by the terms and conditions of a decision of the securities regulatory authority that recognizes a clearing agency or that exempts a clearing agency from a recognition requirement. PART 2 CLEARING AGENCY RECOGNITION OR EXEMPTION FROM RECOGNITION Application and initial filing of information 2.1(1) An applicant for recognition as a clearing agency under securities legislation, or for exemption from the requirement to be recognized as a clearing agency under securities legislation, must include in its application all of the following: (a) if applicable, the applicant’s most recently completed PFMI Disclosure Framework Document; (b) sufficient information to demonstrate that the applicant is (i) in compliance with applicable provincial and territorial securities legislation, or (ii) subject to and in compliance with the regulatory requirements of the foreign jurisdiction in which the applicant’s head office or principal place of business is located that are comparable to the applicable requirements under this Instrument; (c) any additional relevant information sufficient to demonstrate that it is in the public interest for the securities regulatory authority to recognize or exempt the applicant, as the case may be. (2) In addition to the requirement set out in subsection (1), an applicant that has a head office or principal place of business located in a foreign jurisdiction must (a) certify that it will assist the securities regulatory authority in accessing the applicant’s books, records and other documents and in undertaking an onsite inspection and examination at the applicant’s premises, and REGINA, SASKATCHEWAN Printed by the authority of THE QUEEN’S PRINTER Copyright©2016 2003 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) certify that it will provide the securities regulatory authority, if requested by the authority, with an opinion of legal counsel that the applicant has, as a matter of law, the power and authority to (i) provide the securities regulatory authority with prompt access to its books, records and other documents, and (ii) submit to onsite inspection and examination by the securities regulatory authority. (3) In addition to the requirements set out in subsections (1) and (2), an applicant whose head office or principal place of business is located in a foreign jurisdiction must file a completed Form 24-102F1 Clearing Agency Submission to Jurisdiction and Appointment of Agent for Service of Process. (4) An applicant must inform the securities regulatory authority in writing of any change to the information provided in its application that is material, or if any of the information becomes materially inaccurate for any reason, as soon as the change occurs or the applicant becomes aware of any inaccuracy. Significant changes, fee changes and other changes in information 2.2(1) In this section, for greater certainty, a “significant change” includes, in relation to a clearing agency, any of the following: (a) any change to the clearing agency’s constating documents or by-laws; (b) any change to the clearing agency’s corporate governance or corporate structure, including any change of control of the clearing agency, whether direct or indirect; (c) any material change to an agreement among the clearing agency and participants in connection with the clearing agency’s operations and services, including those agreements to which the clearing agency is a party and those agreements among participants to which the clearing agency is not a party, but that are expressly referred to in the clearing agency’s rules or procedures and are made available by participants to the clearing agency; (d) any material change to the clearing agency’s rules, operating procedures, user guides, manuals, or other documentation governing or establishing the rights, obligations and relationships among the clearing agency and participants in connection with the clearing agency’s operations and services; (e) any material change to the design, operation or functionality of any of the clearing agency’s operations and services; (f) the establishment or removal of a link or any material change to an existing link; (g) commencing to engage in a new type of business activity or ceasing to engage in a business activity in which the clearing agency is then engaged; (h) any other matter identified as a significant change in the terms and conditions of a decision to recognize the clearing agency under securities law. (2) Subject to subsection (4), a recognized clearing agency must not implement a significant change unless it has filed a written notice of the significant change with the securities regulatory authority at least 45 days before implementing the change. 2004 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) The written notice referred to in subsection (2) must include an assessment of how the significant change is consistent with the PFMI Principles applicable to the recognized clearing agency. (4) If a recognized clearing agency proposes to modify a fee or introduce a new fee for any of its clearing, settlement or depository services, the clearing agency must notify in writing the securities regulatory authority of such fee change before implementing the fee change within a period stipulated by the terms and conditions of a decision of the securities regulatory authority that recognizes the clearing agency. (5) An exempt clearing agency must notify in writing the securities regulatory authority of any material change to the information provided to the securities regulatory authority in its PFMI Disclosure Framework Document and related application materials, or if any of the information becomes materially inaccurate for any reason, as soon as the change occurs or the exempt clearing agency becomes aware of any inaccuracy. Ceasing to carry on business 2.3(1) A recognized clearing agency or exempt clearing agency that intends to cease carrying on business in the local jurisdiction as a clearing agency must file a report on Form 24‑102F2 Cessation of Operations Report for Clearing Agency with the securities regulatory authority at least 90 days before ceasing to carry on business. (2) A recognized clearing agency or exempt clearing agency that involuntarily ceases to carry on business in the local jurisdiction as a clearing agency must file a report on Form 24‑102F2 Cessation of Operations Report for Clearing Agency with the securities regulatory authority as soon as practicable after it ceases to carry on that business. Filing of initial audited financial statements 2.4(1) An applicant must file audited financial statements for its most recently completed financial year with the securities regulatory authority as part of its application under section 2.1. (2) The financial statements referred to in subsection (1) must (a) be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises, IFRS or the generally accepted accounting principles of the foreign jurisdiction in which the person or company is incorporated, organized or located, (b) identify in the notes to the financial statements the accounting principles used to prepare the financial statements, (c) disclose the presentation currency, and (d) be audited in accordance with Canadian GAAS, International Standards on Auditing or the generally accepted auditing standards of the foreign jurisdiction in which the person or company is incorporated, organized or located. (3) The financial statements referred to in subsection (1) must be accompanied by an auditor’s report that (a) expresses an unmodified or unqualified opinion, (b) identifies all financial periods presented for which the auditor’s report applies, (c) identifies the auditing standards used to conduct the audit, 2005 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) identifies the accounting principles used to prepare the financial statements, (e) is prepared in accordance with the same auditing standards used to conduct the audit, and (f) is prepared and signed by a person or company that is authorized to sign an auditor’s report under the laws of a jurisdiction of Canada or a foreign jurisdiction, and that meets the professional standards of that jurisdiction. Filing of annual audited and interim financial statements 2.5(1) A recognized clearing agency or exempt clearing agency must file annual audited financial statements that comply with the requirements set out in subsections 2.4(2) and (3) with the securities regulatory authority no later than the 90th day after the end of the recognized clearing agency or exempt clearing agency’s financial year. (2) A recognized clearing agency or exempt clearing agency must file interim financial statements that comply with the requirements set out in paragraphs 2.4(2) (a) and (2) (b) with the securities regulatory authority no later than the 45th day after the end of each interim period of the recognized clearing agency’s or exempt clearing agency’s financial year. PART 3 PFMI PRINCIPLES APPLICABLE TO RECOGNIZED CLEARING AGENCIES PFMI Principles 3.1 A recognized clearing agency must establish, implement and maintain rules, procedures, policies or operations designed to ensure that it meets or exceeds PFMI Principles 1 to 3, 10, 13 and 15 to 23, other than key consideration 9 of PFMI Principle 20 and the following: (a) if the clearing agency operates as a central counterparty, PFMI Principles 4 to 9, 12 and 14; (b) if the clearing agency operates as a securities settlement system, PFMI Principles 4, 5, 7 to 9 and 12; (c) if the clearing agency operates as a central securities depository, PFMI Principle 11. PART 4 OTHER REQUIREMENTS OF RECOGNIZED CLEARING AGENCIES Division 1 – Governance: Board of directors 4.1(1) A recognized clearing agency must have a board of directors. (2) The board of directors must include appropriate representation by individuals who are (a) independent of the clearing agency, and (b) neither employees nor officers of a participant nor their immediate family members. 2006 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) For the purposes of paragraph (2)(a), an individual is independent of a clearing agency if he or she has no direct or indirect material relationship with the clearing agency. (4) For the purposes of subsection (3), a “material relationship” is a relationship that could, in the view of the clearing agency’s board of directors, be reasonably expected to interfere with the exercise of a member’s independent judgment. Documented procedures regarding risk spill-overs 4.2 The board of directors and management of a recognized clearing agency must have documented procedures to manage possible risk spill over where the clearing agency provides services with a different risk profile than its depository, clearing and settlement services. Chief Risk Officer and Chief Compliance Officer 4.3(1) A recognized clearing agency must designate a chief risk officer and a chief compliance officer, who must report directly to the board of directors of the clearing agency. (2) The chief risk officer must (a) have responsibility and authority to implement, maintain and enforce the risk management framework established by the clearing agency, (b) make recommendations to the clearing agency’s board of directors regarding the clearing agency’s risk management framework, (c) monitor the effectiveness of the clearing agency’s risk management framework, and (d) report to the clearing agency’s board of directors on a timely basis upon becoming aware of any significant deficiency with the risk management framework. (3) The chief compliance officer must (a) establish, implement, maintain and enforce written policies and procedures to identify and resolve conflicts of interest and ensure that the clearing agency complies with securities legislation, (b) monitor compliance with the policies and procedures described in paragraph (a), (c) report to the board of directors of the clearing agency as soon as practicable upon becoming aware of any circumstance indicating that the clearing agency, or any individual acting on its behalf, is not in compliance with securities legislation and one or more of the following apply: (i) the non-compliance creates a risk of harm to a participant; (ii) the non-compliance creates a risk of harm to the broader financial system; (iii) the non-compliance is part of a pattern of non-compliance; (iv) the non-compliance may have an impact on the ability of the clearing agency to carry on business in compliance with securities legislation, 2007 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) prepare and certify an annual report assessing compliance by the clearing agency, and individuals acting on its behalf, with securities legislation and submit the report to the board of directors, (e) report to the clearing agency’s board of directors as soon as practicable upon becoming aware of a conflict of interest that creates a risk of harm to a participant or to the capital markets, and (f) concurrently with submitting a report under paragraphs (c), (d) or (e), file a copy of the report with the securities regulatory authority. Board or advisory committees 4.4(1) The board of directors of a recognized clearing agency must, at a minimum, establish and maintain committees on risk management, finance and audit. (2) If a committee is a board committee, it must be chaired by a sufficiently knowledgeable individual who is independent of the clearing agency. (3) Subject to subsection (4), a committee must have an appropriate representation by individuals who are independent of the clearing agency. (4) An audit or risk committee must have an appropriate representation by individuals who are (a) independent of the clearing agency, and (b) neither employees nor officers of a participant nor their immediate family members. (5) For the purpose of this section, an individual is independent of a clearing agency if the individual has no relationship with the agency that could, in the reasonable opinion of the clearing agency’s board of directors, be expected to interfere with the exercise of the individual’s independent judgment Division 2 – Default management: Use of own capital 4.5 A recognized clearing agency that operates as a central counterparty must dedicate and use a reasonable portion of its own capital to cover losses resulting from one or more participant defaults. Division 3 – Operational risk: Systems requirements 4.6 For each system operated by or on behalf of a recognized clearing agency that supports the clearing agency’s clearing, settlement and depository functions, the clearing agency must (a) develop and maintain (i) adequate internal controls over that system, and (ii) adequate cyber resilience and information technology general controls, including, without limitation, controls relating to information systems operations, information security, change management, problem management, network support and system software support, 2008 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) in accordance with prudent business practice, on a reasonably frequent basis and, in any event, at least annually (i) make reasonable current and future capacity estimates, and (ii) conduct capacity stress tests to determine the processing capability of that system to perform in an accurate, timely and efficient manner, (c) promptly notify the regulator or, in Québec, the securities regulatory authority of any systems failure, malfunction, delay or security incident that is material, and provide timely updates to the regulator or, in Québec, the securities regulatory authority regarding the following: (i) any change in the status of the failure, malfunction, delay or security incident; (ii) the resumption of service, if applicable; (iii) the results of any internal review, by the clearing agency, of the failure, malfunction, delay or security incident; and (d) keep a record of any systems failure, malfunction, delay or security incident and whether or not it is material. Auxiliary systems 4.6.1(1) In this section, “auxiliary system” means a system, other than a system referred to in section 4.6, operated by or on behalf of a recognized clearing agency that, if breached, poses a security threat to another system operated by or on behalf of the recognized clearing agency that supports the recognized clearing agency’s clearing, settlement or depository functions. (2) For each auxiliary system, a recognized clearing agency must (a) develop and maintain adequate information security controls that address the security threats posed by the auxiliary system to the system that supports the clearing, settlement or depository functions, (b) promptly notify the regulator or, in Québec, the securities regulatory authority of any security incident that is material and provide timely updates to the regulator or, in Québec, the securities regulatory authority on (i) any change in the status of the incident, (ii) the resumption of service, if applicable, and (iii) the results of any internal review, by the clearing agency, of the security incident, and (c) keep a record of any security incident and whether or not it is material. Systems reviews 4.7(1) A recognized clearing agency must (a) on a reasonably frequent basis and, in any event, at least annually, engage a qualified external auditor to conduct an independent systems review and prepare a report, in accordance with established audit standards and best industry practices, that assesses the clearing agency’s compliance with paragraphs 4.6(a) and 4.6.1(2) (a) and section 4.9, and 2009 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) on a reasonably frequent basis and, in any event, at least annually, engage a qualified party to perform assessments and testing to identify any security vulnerability and measure the effectiveness of information security controls that assess the clearing agency’s compliance with paragraphs 4.6(a) and 4.6.1(2)(a). (2) The clearing agency must provide the report resulting from the review conducted under paragraph (1)(a) to (a) its board of directors, or audit committee, promptly upon the report’s completion, and (b) the regulator or, in Québec, the securities regulatory authority, by the earlier of the 30th day after providing the report to its board of directors or the audit committee or the 60th day after the calendar year end. Clearing agency technology requirements and testing facilities 4.8(1) A recognized clearing agency must make available to participants, in their final form, all technology requirements regarding interfacing with or accessing the clearing agency (a) if operations have not begun, sufficiently in advance of operations to allow a reasonable period for testing and system modification by participants, and (b) if operations have begun, sufficiently in advance of implementing a material change to technology requirements to allow a reasonable period for testing and system modification by participants. (2) After complying with subsection (1), the clearing agency must make available testing facilities for interfacing with or accessing the clearing agency (a) if operations have not begun, sufficiently in advance of operations to allow a reasonable period for testing and system modification by participants, and (b) if operations have begun, sufficiently in advance of implementing a material change to technology requirements to allow a reasonable period for testing and system modification by participants. (3) The clearing agency must not begin operations before (a) it has complied with paragraphs (1)(a) and (2)(a), and (b) the chief information officer of the clearing agency, or an individual performing a similar function, has certified in writing to the regulator or, in Québec, the securities regulatory authority, that all information technology systems used by the clearing agency have been tested according to prudent business practices and are operating as designed. (4) The clearing agency must not implement a material change to the systems referred to in section 4.6 before (a) it has complied with paragraphs (1)(b) and (2)(b), and (b) the chief information officer of the clearing agency, or an individual performing a similar function, has certified in writing to the regulator or, in Québec, the securities regulatory authority, that the change has been tested according to prudent business practices and is operating as designed. 2010 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (5) Subsection (4) does not apply to the clearing agency if the change must be made immediately to address a failure, malfunction or material delay of its systems or equipment and if (a) the clearing agency immediately notifies the regulator or, in Québec, the securities regulatory authority, of its intention to make the change, and (b) the clearing agency discloses to its participants the changed technology requirements as soon as practicable. Testing of business continuity plans 4.9 A recognized clearing agency must (a) develop and maintain reasonable business continuity plans, including disaster recovery plans, and (b) test its business continuity plans, including its disaster recovery plans, according to prudent business practices and on a reasonably frequent basis and, in any event, at least annually. Outsourcing 4.10 If a recognized clearing agency outsources a critical service or system to a service provider, including to an affiliated entity of the clearing agency, the clearing agency must do all of the following: (a) establish, implement, maintain and enforce written policies and procedures to conduct suitable due diligence for selecting service providers to which a critical service and system may be outsourced and for the evaluation and approval of those outsourcing arrangements; (b) identify any conflicts of interest between the clearing agency and the service provider to which a critical service and system is outsourced, and establish, implement, maintain and enforce written policies and procedures to mitigate and manage those conflicts of interest; (c) enter into a written contract with the service provider to which a critical service or system is outsourced that (i) is appropriate for the materiality and nature of the outsourced activities, (ii) includes service level provisions, and (iii) provides for adequate termination procedures; (d) maintain access to the books and records of the service provider relating to the outsourced activities; (e) ensure that the securities regulatory authority has the same access to all data, information and systems maintained by the service provider on behalf of the clearing agency that it would have absent the outsourcing arrangements; (f) ensure that all persons conducting audits or independent reviews of the clearing agency under this Instrument have appropriate access to all data, information and systems maintained by the service provider on behalf of the clearing agency that such persons would have absent the outsourcing arrangements; 2011 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (g) take appropriate measures to determine that the service provider to which a critical service or system is outsourced establishes, maintains and periodically tests a reasonable business continuity plan, including a disaster recovery plan; (h) take appropriate measures to ensure that the service provider protects the clearing agency’s proprietary information and participants’ confidential information, including taking measures to protect information from loss, thefts, vulnerabilities, threats, unauthorized access, copying, use and modification, and discloses it only in circumstances where legislation or an order of a court or tribunal of competent jurisdiction requires the disclosure of such information; (i) establish, implement, maintain and enforce written policies and procedures to monitor the ongoing performance of the service provider’s contractual obligations under the outsourcing arrangements. Division 4 – Participation requirements: Access requirements and due process 4.11(1) A recognized clearing agency must not (a) unreasonably prohibit, condition or limit access by a person or company to the services offered by the clearing agency, (b) unreasonably discriminate among its participants or indirect participants, (c) impose any burden on competition that is not reasonably necessary and appropriate, (d) unreasonably require the use or purchase of another service for a person or company to utilize the clearing agency’s services offered by it, and (e) impose fees or other material costs on its participants that are unfairly or inequitably allocated among the participants. (2) For any decision made by the clearing agency that terminates, suspends or restricts a participant’s membership in the clearing agency or that declines entry to membership to an applicant that applies to become a participant, the clearing agency must ensure that (a) the participant or applicant is given an opportunity to be heard or make representations, and (b) it keeps records of, gives reasons for, and provides for reviews of its decisions, including, for each applicant, the reasons for granting access or for denying or limiting access to the applicant, as the case may be. (3) Nothing in subsection (2) limits or prevents the clearing agency from taking timely action in accordance with its rules and procedures to manage the default of one or more participants or in connection with the clearing agency’s recovery or orderly wind-down, whether or not such action adversely affects a participant. 2012 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 5 BOOKS AND RECORDS AND LEGAL ENTITY IDENTIFIER Books and records 5.1(1) A recognized clearing agency or exempt clearing agency must keep books, records and other documents as are necessary to account for the conduct of its clearing, settlement and depository activities, business transactions and financial affairs. (2) The clearing agency must retain the books and records maintained under this section (a) for a period of seven years from the date the record was made or received, whichever is later, (b) in a safe location and a durable form, and (c) in a manner that permits them to be provided promptly to the securities regulatory authority. Legal Entity Identifier 5.2(1) In this section, “Global Legal Entity Identifier System” means the system for unique identification of parties to financial transactions. (2) For the purposes of any recordkeeping and reporting requirements required under securities legislation, a recognized clearing agency or exempt clearing agency must identify itself by means of the legal entity identifier assigned to the clearing agency in accordance with the standards set by the Global Legal Entity Identifier System. (2.1) During the period that a clearing agency is a recognized clearing agency or is exempt from the requirement to be recognized as a clearing agency, the clearing agency must maintain and renew the legal entity identifier referred to in subsection (2). (3) If the Global Legal Entity Identifier System is unavailable to the clearing agency, all of the following apply: (a) the clearing agency must obtain a substitute legal entity identifier that complies with the standards established by the LEI Regulatory Oversight Committee for pre-legal entity identifiers; (b) the clearing agency must use the substitute legal entity identifier until a legal entity identifier is assigned to the clearing agency in accordance with the standards set by the Global Legal Entity Identifier System; (c) after the holder of a substitute legal entity identifier is assigned a legal entity identifier in accordance with the standards set by the Global Legal Entity Identifier System, the clearing agency must ensure that it is identified only by the assigned identifier. PART 6 EXEMPTIONS Exemption 6.1(1) The regulator or the securities regulatory authority may grant an exemption from the provisions of this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant an exemption. 2013 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction. PART 7 EFFECTIVE DATE AND TRANSITION Effective date and transition 7.1(1) This Instrument comes into force on February 17, 2016. (2) Despite section 3.1, until December 31, 2016, a recognized clearing agency is not required to implement rules, procedures, policies or operations designed to ensure that a recognized clearing agency meets or exceeds the following: (a) PFMI Principle 14; (b) key consideration 4 of PFMI Principle 3 and key consideration 3 of PFMI Principle 15 with respect to a clearing agency’s recovery and orderly wind-down plans; and (c) PFMI Principle 19. (3) In Saskatchewan, despite subsection (1), if these regulations are filed with the Registrar of Regulations after February 17, 2016, these regulations come into force on the day on which they are filed with the Registrar of Regulations. 2014 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 24-102F1 CLEARING AGENCY SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE OF PROCESS 1. Name of clearing agency (the “Clearing Agency’): _________________________________________________________________________ 2. Jurisdiction of incorporation, or equivalent, of Clearing Agency: _________________________________________________________________________ 3. Address of principal place of business of Clearing Agency: _________________________________________________________________________ 4. Name of the agent for service of process (the “Agent’) for the Clearing Agency: _________________________________________________________________________ 5. Address of the Agent in ____________________________[name of local jurisdiction]: _________________________________________________________________________ 6. The _________________________________ [name of securities regulatory authority] (“securities regulatory authority’) issued an order recognizing the Clearing Agency as a clearing agency pursuant to securities legislation, or the securities regulatory authority issued an order exempting the Clearing Agency from the requirement to be recognized as a clearing agency pursuant to such legislation, on_____________ . 7. The Clearing Agency designates and appoints the Agent as its agent upon whom may be served a notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding arising out of or relating to or concerning the activities of the Clearing Agency in ________________________________________________[name of local jurisdiction]. The Clearing Agency hereby irrevocably waives any right to challenge service upon its Agent as not binding upon the Clearing Agency. 8. The Clearing Agency agrees to unconditionally and irrevocably attorn to the non-exclusive jurisdiction of (i) the courts and administrative tribunals of [name of local jurisdiction] and (ii) any proceeding in any province or territory arising out of, related to, concerning or in any other manner connected with the regulation and oversight of the activities of the Clearing Agency in___________[name of local jurisdiction]. 9. The Clearing Agency must file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before the Clearing Agency ceases to be recognized or exempted by the securities regulatory authority, to be in effect for six years from the date it ceases to be recognized or exempted unless otherwise amended in accordance with section 10. 2015 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 10. Until six years after it has ceased to be recognized or exempted by the securities regulatory authority, the Clearing Agency must file an amended submission to jurisdiction and appointment of agent for service of process at least 30 days before any change in the name or above address of the Agent. 11. The Clearing Agency agrees that this submission to jurisdiction and appointment of agent for service of process is to be governed by and construed in accordance with the laws of ______________________________________ [name of local jurisdiction]. Dated: ______________________ _________________________________ Signature of the Clearing Agency _________________________________ Print name and title of signing officer of the Clearing Agency AGENT CONSENT TO ACT AS AGENT FOR SERVICE I, __________________[name of Agent in full; if a corporation, full corporate name] of ___________________________ [business address], hereby accept the appointment as agent for service of process of __________________________________ [name of Clearing Agency] and hereby consent to act as agent for service pursuant to the terms of the appointment executed by ______________________________ [name of Clearing Agency] on ______________________________________________________________________[date]. Dated: ______________________ _________________________________ Signature of Agent _________________________________ Print name of person signing and, if Agent is not an individual, the title of the person 2016 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 24-102F2 CESSATION OF OPERATIONS REPORT FOR CLEARING AGENCY 1. Identification: A. Full name of the recognized or exempted clearing agency: B. Name(s) under which business is conducted, if different from item 1A: 2. Date clearing agency proposes to cease carrying on business as a clearing agency: 3. If cessation of business was involuntary, date clearing agency has ceased to carry on business as a clearing agency: Exhibits File all exhibits with the Cessation of Operations Report. For each exhibit, include the name of the clearing agency, the date of filing of the exhibit and the date as of which the information is accurate (if different from the date of the filing). If any exhibit required is inapplicable, a statement to that effect must be provided instead of the exhibit. Exhibit A The reasons for the clearing agency ceasing to carry on business as a clearing agency. Exhibit B A list of all participants in Canada during the last 30 days prior to ceasing to carry on business as a clearing agency. Exhibit C A description of the alternative arrangements available to participants in respect of the services offered by the clearing agency immediately before ceasing to carry on business as a clearing agency. Exhibit D A description of all links the clearing agency had immediately before ceasing to carry on business as a clearing agency with other clearing agencies or trade repositories. CERTIFICATE OF CLEARING AGENCY The undersigned certifies that the information given in this report is true and correct. DATED at _________________ this ______ day of ___________________ 20 _______ ____________________________________________________________ Name of clearing agency ____________________________________________________________ Name of director, officer or partner (please type or print) ____________________________________________________________ Signature of director, officer or partner ____________________________________________________________ Official capacity (please type or print) 26 Feb 2016 SR 8/2016 s4; 3 Jly 2020 SR 79/2020 s2. 2017 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Part LVII [clause 2(eee)] MULTILATERAL INSTRUMENT 91-101 DERIVATIVES: PRODUCT DETERMINATION Definitions and interpretation 1.(1) This Instrument applies to Multilateral Instrument 96-101 Trade Repositories and Derivatives Data Reporting. (2) In this Instrument, a person or company is an affiliated entity of another person or company if one of them controls the other or if each of them is controlled by the same person or company. (3) In this Instrument, a person or company (the first party) is considered to control another person or company (the second party) if any of the following apply: (a) the first party beneficially owns or directly or indirectly exercises control or direction over securities of the second party carrying votes which, if exercised, would entitle the first party toelect a majority of the directors of the second party unless the first party holds the voting securities only to secure an obligation; (b) the second party is a partnership, other than a limited partnership, and the first party holds more than 50% of the interests of the partnership; (c) the second party is a limited partnership and the general partner of the limited partnership is the first party; (d) the second party is a trust and a trustee of the trust is the first party. (4) In British Columbia, Newfoundland and Labrador, Northwest Territories, Nunavut, Prince Edward Island and Yukon, in this Instrument, “derivative” means a contract or instrument if each of the following apply: (a) it is an option, swap, future, forward, or other financial or commodity contract or instrument whose market price, value, or delivery, payment or settlement obligations are derived from, referenced to or based on an underlying interest including a value, price, index, event, probability or thing; (b) it is a “security”, as defined in securities legislation, solely by reason of it being one or more of the following: (i) a document evidencing an option, subscription or other interest in a security; (ii) in British Columbia and Newfoundland and Labrador, a futures contract (iii) an investment contract; (iv) in British Columbia and Newfoundland and Labrador, an option; (v) in Northwest Territories, Nunavut, Prince Edward Island and Yukon, a derivative. 2018 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (5) In this Instrument, subject to subsection 2(1), “specified derivative” means (a) in Alberta, New Brunswick, Nova Scotia and Saskatchewan, a “derivative” as defined in the securities legislation of the local jurisdiction, and (b) in British Columbia, Newfoundland and Labrador, Northwest Territories, Nunavut, Prince Edward Island and Yukon, a “derivative” as defined in subsection 1(4). Excluded contracts and instruments 2.(1) Despite subsection 1(5), in this Instrument, “specified derivative” does not include any of the following: (a) a contract or instrument that is regulated by any of the following: (i) gaming control legislation of Canada or of a jurisdiction of Canada; (ii) gaming control legislation of a foreign jurisdiction, if each of the following apply to the contract or instrument: (A) it is entered into outside of Canada; (B) it would be regulated under gaming control legislation of Canada or the local jurisdiction if it had been entered into in the local jurisdiction; (b) an insurance contract or an income or annuity contract or instrument, entered into (i) with an insurer holding a licence under insurance legislation of Canada or a jurisdiction of Canada and regulated as insurance under that legislation, or (ii) outside of Canada with an insurer holding a licence under insurance legislation of a foreign jurisdiction, if it would be regulated as insurance under insurance legislation of Canada or of the local jurisdiction if it had been entered into in the local jurisdiction; (c) a contract or instrument for the purchase and sale of currency if all of the following apply: (i) except if all or part of the delivery of the currency referenced in the contract or instrument is rendered impossible or commercially unreasonable by an intervening event or occurrence not reasonably within the control of the counterparties to the contract or instrument, their affiliated entities or their agents, the contract or instrument requires settlement by the delivery of the currency referenced in the contract or instrument on or before either of the following: (A) the 2nd business day after the date of execution of the transaction; (B) if the contract or instrument was entered into concurrently with a related trade in a security, the settlement date for the related trade in the security; 2019 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (ii) the counterparties intended, at the time of the execution of the contract or instrument, that the contract or instrument would be settled by the delivery of the currency referenced in the contract or instrument within the time periods set out in subparagraph (i); (iii) the counterparties to the contract or instrument do not enter into an arrangement or practice that would permit the settlement date of the contract or instrument to be extended or that has the effect of extending the settlement date of the contract or instrument, whether by simultaneously terminating the contract or instrument and entering into another contract or instrument with similar terms or otherwise; (d) a contract or instrument for delivery of a commodity, other than currency, to which each of the following apply: (i) the counterparties intended, at the time of execution of the transaction, that the contract or instrument would be settled by delivery of the commodity; (ii) the contract or instrument does not permit cash settlement in place of delivery of the commodity except if all or part of the delivery is rendered impossible or commercially unreasonable by an intervening event or occurrence not reasonably within the control of the counterparties, their affiliated entities or their agents; (e) a contract or instrument that is evidence of a deposit issued by a bank listed in Schedule I, II or III to the Bank Act (Canada), by an association to which the Cooperative Credit Associations Act (Canada) applies or by a company to which the Trust and Loan Companies Act (Canada) applies; (f) a contract or instrument that is evidence of a deposit issued by a credit union, league, caisse populaire, loan corporation, treasury branch or trust company operated under legislation in a jurisdiction of Canada; (g) a contract or instrument that is traded on an exchange if that exchange is any of the following: (i) recognized by a securities regulatory authority in a jurisdiction of Canada; (ii) exempt from recognition by a securities regulatory authority in a jurisdiction of Canada; (iii) an exchange in a foreign jurisdiction that is a signatory to the International Organization of Securities Commissions’ Multilateral Memorandum of Understanding; (iv) in Northwest Territories, Nunavut, Prince Edward Island and Yukon, designated under the securities legislation of the local jurisdiction; (h) in New Brunswick, Nova Scotia and Saskatchewan, a contract or instrument that would be a security but for the exclusion of derivatives from the definition of security, unless the contract or instrument would be a security solely by reason of it being an investment contract; (h.1) in Alberta, a contract or instrument that is a derivative and is a security unless the contract or instrument is a security only by reason of it being an investment contract or an option; 2020 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (i) in Alberta, British Columbia, Newfoundland and Labrador, Northwest Territories, Nunavut, Prince Edward Island and Yukon, a contract or instrument to which all of the following apply: (i) the contract or instrument is issued by any of the following: (A) an issuer; (B) a control person of an issuer; (C) an insider of an issuer; (ii) the underlying interest of the contract or instrument is a security of the issuer or of an affiliated entity of the issuer; (iii) the contract or instrument is used for either or both of the following purposes: (A) to compensate or incent the performance of a director, employee or service provider of the issuer or an affiliated entity of the issuer; (B) as a financing instrument in connection with the raising of capital for the issuer or an affiliated entity of the issuer or for the acquisition of a business or property by the issuer or an affiliated entity of the issuer. In the securities legislation of New Brunswick, Nova Scotia and Saskatchewan, contracts or instruments referred to in paragraph 2(1)(i) are securities and do not fall within the definition of ‘derivative’ and, as a result, these contracts or instruments are not subject to the requirements in the specified instrument. The Alberta Securities Commission has made an order designed to achieve the same effect as subparagraphs 1(4)(b)(iii) and (iv) and paragraph 2(1)(i). (2) For the purposes of paragraph (1)(g), a reference to “exchange” does not include the following: (a) a swap execution facility as that term is defined in the Commodity Exchange Act, 7 U.S.C. §1a(50) (United States); (b) a security-based swap execution facility as that term is defined in the 1934 Act; (c) a multilateral trading facility as that term is defined in Directive 2014/65/EU Article 4(1)(22) of the European Parliament; (d) an organized trading facility as that term is defined in Directive 2014/65/EU Article 4(1)(23) of the European Parliament; (e) an entity organised in a foreign jurisdiction that is similar to an entity described in any of paragraphs (a) to (d). Effective date 3.(1) This Instrument comes into force May 1, 2016.

(2) In British Columbia and Saskatchewan, despite subsection (1), if these regulations are filed with the Registrar of Regulations after May 1, 2016, these regulations come into force on the day on which they are filed with the Registrar of Regulations. 27 May 2016 SR 35/2016 s4; 13 Jan 2017 SR 1/2017 s2. 2021 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Part LVIII [clause 2(fff)] MULTILATERAL INSTRUMENT 96-101 DERIVATIVES: TRADE REPORTING PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions and Interpretation (1) In this Instrument “accounting principles” means accounting principles as defined in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards; “auditing standards” means auditing standards as defined in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards; “asset class” means the category of the underlying interest of a derivative and includes, for greater certainty, interest rate, foreign exchange, credit, equity and commodity; “board of directors” means, in the case of a recognized trade repository that does not have a board of directors, a group of individuals that acts in a capacity similar to a board of directors; “collateral and margin data” means data relating to collateral or margin posted or collected as of the date of reporting, in respect of the data elements listed in Appendix A under the headings “Data Elements Related to Collateral and Margin” and “Data Elements Related to Actions and Events”; “commodity derivative” means a derivative for which the only underlying interest is a commodity other than currency; “creation data” means data in respect of the data elements listed in Appendix A, other than under the headings “Data Elements Related to Collateral and Margin” and “Data Elements Related to Valuation”; “derivatives data” means all data that is required to be reported under Part 3; “derivatives dealer” means either of the following: (a) a person or company engaging in or holding itself out as engaging in the business of trading in derivatives as principal or agent; (b) any other person or company required to be registered as a derivatives dealer under securities legislation; “Derivatives Service Bureau” means the subsidiary of the Association of National Numbering Agencies incorporated as The Derivatives Service Bureau (DSB) Limited and designated by the Financial Stability Board as both the service provider for the unique product identifier system for derivatives and the operator of the unique product identifier reference data library, or any successor thereto; “facility for trading derivatives” means any of the following: (a) a marketplace as defined in National Instrument 21-101 Marketplace Operation; (b) a swap execution facility as defined in the Commodity Exchange Act, 7 U.S.C. §1a(50) (United States of America), as amended from time to time; 2022 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) a security-based swap execution facility as defined in the 1934 Act; (d) a multilateral trading facility as defined in Directive 2014/65/EU Article 4(1)(22) of the European Parliament, as amended from time to time; (e) an organized trading facility as defined in Directive 2014/65/EU Article 4(1) (23) of the European Parliament, as amended from time to time; (f) a person or company that performs a similar function to a person or company described in any of paragraphs (a) to (e), including, for greater certainty, a person or company in a foreign jurisdiction; “Global LEI System” means the system for unique identification of parties to financial transactions developed by the Legal Entity Identifier System Regulatory Oversight Committee; “interim period” means interim period as defined in subsection 1.1(1) of National Instrument 51-102 Continuous Disclosure Obligations; “Legal Entity Identifier System Regulatory Oversight Committee” means the international working group established by the finance ministers and the central bank governors of the Group of Twenty nations and the Financial Stability Board, under the Charter of the Regulatory Oversight Committee for the Global Legal Entity Identifier System dated November 5, 2012; “lifecycle event” means an event that results in a change to derivatives data reported to a recognized trade repository in respect of a derivative; “lifecycle event data” means changes to creation data resulting from a lifecycle event and data in respect of the data elements listed in Appendix A under the heading “Data Elements Related to Actions and Events”; “local counterparty” means a counterparty to a derivative if, at the time of a transaction, one or more of the following apply: (a) the counterparty is a person or company, other than an individual, to which one or more of the following apply: (i) it is organized under the laws of the local jurisdiction; (ii) its head office is in the local jurisdiction; (iii) its principal place of business is in the local jurisdiction; (b) the counterparty is a derivatives dealer in the local jurisdiction; (c) the counterparty is an affiliated entity of a person or company to which paragraph (a) applies, and the person or company is liable for all or substantially all of the liabilities of the counterparty; “notional amount threshold derivatives dealer” means a derivatives dealer to which subsection 44(1) or 44(2) of National Instrument 93-101 Derivatives: Business Conduct applies; “participant” means a person or company that has entered into an agreement with a recognized trade repository to access the services of the recognized trade repository; “position level data” means the lifecycle event data, valuation data and collateral and margin data, each reported on an aggregated basis; 2023 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “publicly accountable enterprise” means a publicly accountable enterprise as defined in Part 3 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards; “qualified reporting counterparty” means a reporting counterparty that is any of the following: (a) a derivatives dealer; (b) a reporting clearing agency; (c) an affiliated entity of a person or company referred to in paragraph (a) or (b); “reporting clearing agency” means either of the following: (a) a person or company recognized or exempted from recognition as a clearing agency under securities legislation; (b) a clearing agency that has provided a written undertaking to the regulator or securities regulatory authority to act as the reporting counterparty with respect to derivatives cleared by it that are subject to this Instrument; “reporting counterparty” has the same meaning as in subsection 25(1); “transaction” means any of the following: (a) entering into, assigning, selling or otherwise acquiring or disposing of a derivative; (b) the novation of a derivative; “U.S. AICPA GAAS” means auditing standards of the American Institute of Certified Public Accountants, as amended from time to time; “U.S. GAAP” means generally accepted accounting principles in the United States of America that the SEC has identified as having substantial authoritative support, as supplemented by Regulation S-X under the 1934 Act, as amended from time to time; “U.S. PCAOB GAAS” means auditing standards of the Public Company Accounting Oversight Board (United States of America), as amended from time to time; “user” means, in respect of a recognized trade repository, a counterparty to a derivative that has been reported to the recognized trade repository under this Instrument including, for greater certainty, a delegate of a counterparty acting in its delegated capacity; “UTI” means unique transaction identifier; “validation procedure” means a written rule, policy or procedure reasonably designed to ensure that the derivatives data reported under this Instrument satisfies the data elements listed in Appendix A; “valuation data” means data in respect of the data elements listed in Appendix A under the headings “Data Elements Related to Valuation” and “Data Elements Related to Actions and Events”. 2024 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) In this Instrument, a person or company is an affiliated entity of another person or company if one of them controls the other or if each of them is controlled by the same person or company. (3) In this Instrument, a person or company (the first party) is considered to control another person or company (the second party) if any of the following apply: (a) the first party beneficially owns or directly or indirectly exercises control or direction over securities of the second party carrying votes which, if exercised, would entitle the first party to elect a majority of the directors of the second party unless the first party holds the voting securities only to secure an obligation; (b) the second party is a partnership, other than a limited partnership, and the first party holds more than 50% of the interests of the partnership; (c) all of the following apply: (i) the second party is a limited partnership; (ii) the first party is a general partner of the limited partnership referred to in subparagraph (i); (iii) the first party has the power to direct the management and policies of the second party by virtue of being a general partner of the second party; (d) all of the following apply: (i) the second party is a trust; (ii) the first party is a trustee of the trust referred to in subparagraph (i); (iii) the first party has the power to direct the management and policies of the second party by virtue of being a trustee of the second party. (4) In this Instrument, “derivative” means a “specified derivative” as defined in Multilateral Instrument 91-101 Derivatives: Product Determination. (5) In this Instrument, “trade repository” means (a) in Newfoundland and Labrador, Northwest Territories, Nunavut, Prince Edward Island and Yukon, a quotation and trade reporting system for derivatives, and (b) in Nova Scotia, a derivatives trade repository. (6) Despite subsections (2) and (3), an investment fund is not an affiliated entity of another person or company for the purposes of this Instrument. (7) For the purpose of subsection (6), “investment fund” has the meaning ascribed to it in National Instrument 81-106 Investment Fund Continuous Disclosure. PART 2 TRADE REPOSITORY RECOGNITION AND ONGOING REQUIREMENTS 2.(1) A person or company applying for recognition as a trade repository must file Form 96-101F1 Application for Recognition – Trade Repository Information Statement as part of its application. 2025 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) A person or company applying for recognition as a trade repository whose head office or principal place of business is located in a foreign jurisdiction must file Form 96-101F2 Trade Repository Submission to Jurisdiction and Appointment of Agent for Service of Process. (3) No later than the 7th day after becoming aware of an inaccuracy in or making a change to the information provided in Form 96-101F1, a person or company that has filed Form 96-101F1 must file an amendment to Form 96-101F1 in the manner set out in Form 96-101F1. Change in information by a recognized trade repository 3.(1) A recognized trade repository must not implement a significant change to a matter set out in Form 96-101F1 Application for Recognition – Trade Repository Information Statement unless it has filed an amendment to the information provided in Form 96-101F1 in the manner set out in Form 96-101F1 no later than 45 days before implementing the change. (2) Despite subsection (1), a recognized trade repository must not implement a change to a matter set out in Exhibit I (Fees) of Form 96-101F1 unless it has filed an amendment to the information provided in Exhibit I no later than 15 days before implementing the change. (3) For a change to a matter set out in Form 96-101F1 other than a change referred to in subsection (1) or (2), a recognized trade repository must file an amendment to the information provided in Form 96-101F1 at least annually. Filing of initial audited financial statements 4.(1) A person or company applying for recognition as a trade repository must file audited financial statements for its most recently completed financial year as part of its application for recognition as a trade repository. (2) The financial statements referred to in subsection (1) must (a) be prepared in accordance with one of the following: (i) Canadian GAAP applicable to publicly accountable enterprises; (ii) IFRS; (iii) U.S. GAAP, if the person or company is incorporated or organized under the laws of the United States of America or a jurisdiction of the United States of America, (b) identify in the notes to the financial statements the accounting principles used to prepare the financial statements, (c) disclose the presentation currency, and (d) be audited in accordance with one of the following: (i) Canadian GAAS; (ii) International Standards on Auditing; (iii) U.S. AICPA GAAS or U.S. PCAOB GAAS, if the person or company is incorporated or organized under the laws of the United States of America or a jurisdiction of the United States of America. 2026 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) The financial statements referred to in subsection (1) must be accompanied by an auditor’s report that (a) is prepared in accordance with the same auditing standards used to conduct the audit and, (i) if prepared in accordance with Canadian GAAS or International Standards on Auditing, expresses an unmodified opinion, or (ii) if prepared in accordance with U.S. AICPA GAAS or U.S. PCAOB GAAS, expresses an unqualified opinion, (b) identifies all financial periods presented for which the auditor has issued the auditor’s report, (c) identifies the auditing standards used to conduct the audit, (d) identifies the accounting principles used to prepare the financial statements, and (e) is prepared and signed by a person or company that is authorized to sign an auditor's report under the laws of a jurisdiction of Canada or a foreign jurisdiction, and that meets the professional standards of that jurisdiction. Filing of annual audited and interim financial statements by a recognized trade repository 5.(1) A recognized trade repository must file annual audited financial statements that comply with subsections 4(2) and (3) no later than the 90th day after the end of its financial year. (2) A recognized trade repository must file interim financial statements no later than the 45th day after the end of each interim period. (3) The interim financial statements referred to in subsection (2) must (a) be prepared in accordance with one of the following: (i) Canadian GAAP applicable to publicly accountable enterprises; (ii) IFRS; (iii) U.S. GAAP, if the person or company is incorporated or organized under the laws of the United States of America or a jurisdiction of the United States of America, and (b) identify in the notes to the financial statements the accounting principles used to prepare the financial statements. Ceasing to carry on business 6.(1) A recognized trade repository that intends to cease carrying on business as a trade repository in the local jurisdiction must file a report on Form 96-101F3 Cessation of Operations Report for Recognized Trade Repository no later than the 180th day before the date on which it intends to cease carrying on that business. (2) A recognized trade repository that involuntarily ceases to carry on business as a trade repository in the local jurisdiction must file a report on Form 96-101F3 as soon as practicable after it ceases to carry on that business. 2027 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Legal framework 7.(1) A recognized trade repository must establish, implement and maintain clear and transparent written rules, policies and procedures that are reasonably designed to ensure that (a) each material aspect of its activities complies with applicable laws, (b) its rules, policies, procedures and contracts are consistent with applicable laws, and that any material risk arising from a conflict between the laws of the local jurisdiction and the laws of another jurisdiction of Canada or a foreign jurisdiction that apply to a contract with its users is reasonably mitigated, (c) the rights and obligations of its users and owners with respect to the use of derivatives data reported to the recognized trade repository are clear and transparent, and (d) where a reasonable person would conclude that it is appropriate to do so, any agreement that it enters into clearly states service levels, rights of access, protection of confidential information, possession of intellectual property rights, and levels of operational reliability of the recognized trade repository’s systems, as applicable. (2) Without limiting the generality of subsection (1), a recognized trade repository must implement rules, policies and procedures that clearly establish the status of records of contracts for derivatives reported to the trade repository and whether those records of contracts are the legal contracts of record. Governance 8.(0.1) A recognized trade repository must establish (a) an organizational structure identifying responsibilities and direct lines of accountability, including, for greater certainty, roles and responsibilities in relation to the identification, measurement, monitoring and management of material risks; (b) a risk management framework that includes the tolerance levels for the identified risks of the recognized trade repository; (c) a process for making decisions, including, for greater certainty, making decisions relating to crises and emergencies; (d) rules of accountability in respect of decisions relating to risk. (1) A recognized trade repository must establish, implement and maintain clear and transparent written governance arrangements that are reasonably designed to do each of the following: (a) provide for internal controls; (b) provide for the safety of the recognized trade repository; (b.1) ensure that participants can efficiently access its derivatives data reporting services; (c) ensure oversight of the recognized trade repository; 2028 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) support the stability of the financial system and other relevant public interest considerations; (e) balance the interests of relevant stakeholders. (2) A recognized trade repository must establish, implement and maintain written rules, policies and procedures reasonably designed to identify and manage or resolve conflicts of interest. (3) A recognized trade repository must disclose on its website, in a manner that is easily accessible to the public, (a) the governance arrangements required under subsection (1), and (b) the rules, policies and procedures required under subsection (2). Board of directors 9.(1) A recognized trade repository must have a board of directors. (2) The board of directors of a recognized trade repository must include (a) individuals who have sufficient skill and experience to effectively oversee the management of its operations in accordance with all relevant laws, and (b) reasonable representation by individuals who are independent of the recognized trade repository. (3) The board of directors of a recognized trade repository must, in consultation with the chief compliance officer of the recognized trade repository, manage or resolve conflicts of interest identified by the chief compliance officer. (4) A recognized trade repository must establish, implement and maintain policies and procedures to review on a regular basis the overall performance of the board of directors and the performance of each board member. Management 10.(1) A recognized trade repository must establish, implement and maintain written policies and procedures that (a) specify the roles and responsibilities of management, and (b) ensure that management has sufficient skill and experience to effectively discharge its roles and responsibilities. (2) A recognized trade repository must notify the regulator or securities regulatory authority no later than the 5th business day after appointing or replacing its chief compliance officer, chief executive officer or chief risk officer. Chief compliance officer 11.(1) The board of directors of a recognized trade repository must appoint a chief compliance officer with sufficient skill and experience to effectively serve in that capacity. (2) The chief compliance officer of a recognized trade repository must report directly to the board of directors of the recognized trade repository or, if so directed by the board of directors, to the chief executive officer of the recognized trade repository. 2029 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) The chief compliance officer of a recognized trade repository must (a) establish, implement and maintain written rules, policies and procedures designed to identify and resolve conflicts of interest, (b) establish, implement and maintain written rules, policies and procedures designed to ensure that the recognized trade repository complies with securities legislation, (c) monitor compliance with the rules, policies and procedures required under paragraphs (a) and (b) on an ongoing basis, (d) report to the board of directors of the recognized trade repository as soon as practicable upon becoming aware of a circumstance indicating that the recognized trade repository, or an individual acting on its behalf, has not complied with securities legislation in any jurisdiction, including a foreign jurisdiction, in which it operates and any of the following apply: (i) the non-compliance creates a risk of harm to a user; (ii) the non-compliance creates a risk of harm to the capital markets; (iii) the non-compliance is part of a pattern of non-compliance; (iv) the non-compliance could impact the ability of the recognized trade repository to carry on business as a trade repository in compliance with securities legislation, (e) report to the board of directors of the recognized trade repository as soon as practicable upon becoming aware of a conflict of interest that creates a risk of harm to a user or to the capital markets, and (f) prepare and certify an annual report assessing compliance by the recognized trade repository, and individuals acting on its behalf, with securities legislation and submit the report to the board of directors. (4) Concurrently with submitting a report under paragraph (3)(d), (e) or (f), the chief compliance officer must file a copy of the report with the regulator or securities regulatory authority. Fees 12. A recognized trade repository (a) must not impose any fees or other material charges on its participants that are unfairly allocated among those participants, (b) must, at all times, disclose on its website fees and other material charges imposed by it on its participants for each service it offers with respect to the collection and maintenance of derivatives data, and (c) must review the fees and other material charges on a regular basis at least once every 2 calendar years. Access to recognized trade repository services 13.(1) A recognized trade repository must establish, implement and maintain written objective risk-based criteria for participation that permit fair and open access to the services it provides. 2030 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) A recognized trade repository must disclose the criteria referred to in subsection (1) on its website in a manner that is easily accessible to the public. (3) A recognized trade repository must not do any of the following: (a) unreasonably prevent, condition or limit access by a person or company to the services offered by it; (b) unreasonably discriminate between or among its participants; (c) impose an unreasonable barrier to competition; (d) require a person or company to use or purchase another service to utilize the trade reporting service offered by the trade repository. Receiving derivatives data 14. A recognized trade repository must not refuse to receive derivatives data from a participant for all derivatives of an asset class set out in the recognition order for the trade repository and in respect of all data elements listed in Appendix A. Communication procedures and standards 15. A recognized trade repository must use or accommodate relevant internationally accepted communication procedures and standards that facilitate the efficient exchange of data between its systems and those of (a) its participants, (b) other trade repositories, (c) clearing agencies, exchanges and other platforms that facilitate derivatives transactions, and (d) its service providers. Due process 16.(1) Before making a decision that directly and adversely affects a participant or an applicant that applies to become a participant, a recognized trade repository must give the participant or applicant an opportunity to be heard. (2) A recognized trade repository must keep records of, give reasons for, and provide for reviews of its decisions, including, for each applicant, the reasons for granting, denying or limiting access. Rules, policies and procedures 17.(1) A recognized trade repository must have rules, policies and procedures that: (a) allow a reasonable participant to understand each of the following: (i) the participant's rights, obligations and material risks resulting from being a participant of the recognized trade repository; (ii) the fees and other charges that the participant may incur in using the services of the recognized trade repository, 2031 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) allow a reasonable user to understand the conditions of accessing derivatives data relating to a derivative to which it is a counterparty, and (c) are reasonably designed to govern all aspects of the services it offers with respect to the collection and maintenance of derivatives data and other information relating to a derivative. (2) The rules, policies and procedures of a recognized trade repository must not be inconsistent with securities legislation. (3) A recognized trade repository must monitor compliance with its rules, policies and procedures on an ongoing basis. (4) A recognized trade repository must establish, implement and maintain written rules, policies and procedures that provide appropriate sanctions for violations of its rules, policies and procedures applicable to its participants. (5) A recognized trade repository must disclose on its website, in a manner that is easily accessible to the public, (a) the rules, policies and procedures required under this section, and (b) its procedures for adopting new rules, policies and procedures or amending existing rules, policies and procedures. Records of data reported 18.(1) A recognized trade repository must have recordkeeping procedures reasonably designed to ensure that it records derivatives data without error or omission and on a timely basis. (2) A recognized trade repository must keep, in a safe location and in a durable form, records of derivatives data for 7 years after the date on which the derivative expires or terminates. (3) A recognized trade repository must create and maintain at least one copy of each record of derivatives data required to be kept under subsection (2), for the same period as referenced in subsection (2), in a safe location and in a durable form, separate from the location of the original record. Comprehensive risk-management framework 19. A recognized trade repository must establish, implement, and maintain a written risk-management framework reasonably designed to comprehensively manage risks including general business, legal and operational risks. General business risk 20.(1) A recognized trade repository must establish, implement and maintain appropriate systems, controls and procedures reasonably designed to identify, monitor, and manage its general business risk. (2) Without limiting the generality of subsection (1), a recognized trade repository must hold sufficient insurance coverage and liquid net assets funded by equity to cover potential general business losses in order that it can continue operations and services as a going concern and in order to achieve a recovery or an orderly wind-down if those losses materialize. 2032 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) For the purposes of subsection (2), a recognized trade repository must hold, at a minimum, liquid net assets funded by equity equal to 6 months of current operating expenses. (4) A recognized trade repository must have policies and procedures reasonably designed to identify scenarios that could potentially prevent it from being able to provide its critical operations and services as a going concern and to assess the effectiveness of a full range of options for an orderly wind-down. (5) A recognized trade repository must establish, implement and maintain written rules, policies and procedures reasonably designed to facilitate its orderly wind-down based on the results of the assessment required by subsection (4). (6) A recognized trade repository must establish, implement and maintain written rules, policies and procedures reasonably designed to ensure that it or a successor entity, insolvency administrator or other legal representative will be able to continue to comply with the requirements of subsection 6(2) and section 37 in the event of the bankruptcy or insolvency of the recognized trade repository or the wind-down of the recognized trade repository's operations. System and other operational risks 21.(1) A recognized trade repository must establish, implement and maintain appropriate systems, controls and procedures reasonably designed to identify and minimize the impact of the plausible sources of operational risk, both internal and external, including risks to data integrity, data security, business continuity and capacity and performance management. (2) The systems, controls and procedures required under subsection (1) must be approved by the board of directors of the recognized trade repository. (3) Without limiting the generality of subsection (1), a recognized trade repository must: (a) develop and maintain (i) an adequate system of internal controls over its systems, and (ii) adequate information technology general controls, including, without limitation, controls relating to information systems operations, information security and integrity, change management, problem management, network support and system software support, (b) in accordance with prudent business practice, on a reasonably frequent basis and, in any event, at least annually, (i) make reasonable current and future capacity estimates, and (ii) conduct capacity stress tests to determine the ability of those systems to process derivatives data in an accurate, timely and efficient manner, and (c) promptly notify the regulator or securities regulatory authority of a material systems failure, malfunction, delay or other disruptive incident, or a breach of data security, integrity or confidentiality, and provide as soon as practicable a written post-incident report that includes a root-cause analysis and any remedial action that the recognized trade repository has taken or intends to take. 2033 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (4) Without limiting the generality of subsection (1), a recognized trade repository must establish, implement and maintain business continuity plans, including disaster recovery plans, reasonably designed to (a) achieve prompt recovery of its operations following a disruption, (b) allow for the timely recovery of information, including derivatives data, in the event of a disruption, and (c) provide for the exercise of authority in the event of an emergency. (5) A recognized trade repository must test its business continuity plans, including disaster recovery plans, at least annually. (6) For each of its systems for collecting and maintaining reports of derivatives data, a recognized trade repository must annually engage a qualified party to conduct an independent review and prepare a report in accordance with established audit standards to ensure that the recognized trade repository is in compliance with paragraphs (3)(a) and (b) and subsections (4) and (5). (7) A recognized trade repository must provide the report referred to in subsection (6) to (a) its board of directors or audit committee promptly upon the completion of the report, and (b) the regulator or securities regulatory authority not later than the 30th day after providing the report to its board of directors or audit committee. (8) A recognized trade repository must disclose on its website, in a manner that is easily accessible to the public, all technology requirements regarding interfacing with or accessing the services provided by the recognized trade repository (a) if operations have not begun, sufficiently in advance of operations to allow a reasonable period for testing and system modification by participants, and (b) if operations have begun, sufficiently in advance of implementing a material change to technology requirements to allow a reasonable period for testing and system modification by participants. (9) A recognized trade repository must make available testing facilities for interfacing with or accessing the services provided by the recognized trade repository, (a) if operations have not begun, sufficiently in advance of operations to allow a reasonable period for testing and system modification by participants, and (b) if operations have begun, sufficiently in advance of implementing a material change to technology requirements to allow a reasonable period for testing and system modification by participants. (10) A recognized trade repository must not begin operations in the local jurisdiction unless it has complied with paragraphs (8)(a) and (9)(a). 2034 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (11) Paragraphs (8)(b) and (9)(b) do not apply to a recognized trade repository if (a) the change to the recognized trade repository's technology requirements must be made immediately to address a failure, malfunction or material delay of its systems or equipment, (b) the recognized trade repository immediately notifies the regulator or securities regulatory authority of its intention to make the change to its technology requirements, and (c) the recognized trade repository discloses on its website, in a manner that is easily accessible to the public, the changed technology requirements as soon as practicable. Data security and confidentiality 22.(1) A recognized trade repository must establish, implement and maintain written rules, policies and procedures reasonably designed to ensure the safety, privacy and confidentiality of derivatives data reported to it under this Instrument. (2) A recognized trade repository must not release derivatives data for commercial or business purposes unless one or more of the following apply: (a) the derivatives data has otherwise been disclosed under section 39; (b) the counterparties to the derivative have provided the recognized trade repository with their express written consent to use or release the derivatives data. Transactions executed anonymously on a facility for trading derivatives 22.1. A recognized trade repository must not disclose the identity or legal entity identifier of a counterparty to another counterparty in respect of a transaction involving a local counterparty that (a) is executed anonymously on a facility for trading derivatives, and (b) results in a derivative that is cleared through a reporting clearing agency. Validation of data 22.2.(1) A recognized trade repository must establish, implement and maintain a validation procedure. (2) A recognized trade repository must, as soon as technologically practicable after receiving the derivatives data, notify a reporting counterparty, including, for greater certainty, an agent acting on its behalf, whether the derivatives data satisfies its validation procedure. (3) A recognized trade repository must accept derivatives data that satisfies its validation procedure. (4) A recognized trade repository must create and maintain records of all the derivatives data reported that fails to satisfy its validation procedure. (5) A recognized trade repository must, for all derivatives required to be reported under the Instrument, including, for greater certainty, derivatives that have expired or terminated, accept a correction from a participant to an error or omission in derivatives data that the participant reported if the corrected derivatives data satisfies the validation procedure. 2035 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Verification of data 23.(1) For the purposes of this section (a) “verification participant” means a participant that is, or is acting on behalf of, a reporting counterparty to a derivative, and that is subject to verification requirements; (b) “verification requirements” means the requirements set out under paragraphs 26.1(b) or 26.1(c). (2) A recognized trade repository must establish, implement and maintain written rules, policies and procedures under which a verification participant is allowed and enabled to carry out its verification requirements. Outsourcing 24. If a recognized trade repository outsources a material service or system to a service provider, including to an associate or affiliated entity of the recognized trade repository, the recognized trade repository must do each of the following: (a) establish, implement and maintain written rules, policies and procedures for the selection of a service provider to which a material service or system may be outsourced and for the evaluation and approval of such an outsourcing arrangement; (b) identify any conflicts of interest between the recognized trade repository and a service provider to which a material service or system is outsourced, and establish, implement, maintain and enforce written rules, policies and procedures to mitigate and manage or resolve those conflicts of interest; (c) enter into a written contract with the service provider that is appropriate for the materiality and nature of the outsourced activity and that provides for adequate termination procedures; (d) maintain access to the books and records of the service provider relating to the outsourced activity; (e) ensure that the regulator or securities regulatory authority has the same access to all data, information and systems maintained by the service provider on behalf of the recognized trade repository that it would have absent the outsourcing arrangement; (f) ensure that all persons or companies conducting an audit or independent review of the recognized trade repository under this Instrument have appropriate access to all data, information and systems maintained by the service provider on behalf of the recognized trade repository that those persons or companies would have absent the outsourcing arrangement; (g) take appropriate measures to determine that a service provider to which a material service or system is outsourced establishes, maintains and periodically tests an appropriate business continuity plan, including a disaster recovery plan in accordance with the requirements set out in section 21; 2036 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (h) take appropriate measures to ensure that the service provider protects the safety, privacy and confidentiality of derivatives data and of users’ confidential information in accordance with the requirements set out in section 22; (i) establish, implement, maintain and enforce written rules, policies and procedures to regularly review the performance of the service provider under the outsourcing agreement. PART 3 DATA REPORTING Reporting counterparty 25.(1) In this Instrument, “reporting counterparty”, with respect to a derivative involving a local counterparty, means (a) if the derivative is cleared through a reporting clearing agency, the reporting clearing agency, (b) if paragraph (a) does not apply and the derivative is between a derivatives dealer and a counterparty that is not a derivatives dealer, the derivatives dealer, (c) if paragraphs (a) and (b) do not apply and the counterparties to the derivative have, before or at the time of the transaction, agreed in writing that one of them will be the reporting counterparty, the counterparty determined to be the reporting counterparty under the terms of that agreement, and (d) in any other case, each counterparty to the derivative. (2) A local counterparty to a derivative to which paragraph (1)(c) applies must keep a record of the written agreement referred to in that paragraph for 7 years after the date on which the derivative expires or terminates. (3) The records required to be maintained under subsection (2) must be kept in (a) a safe location and in a durable form, and (b) a manner that permits the records to be provided to the regulator within a reasonable time following request. (4) Despite section 40, a local counterparty that agrees under paragraph (1)(c) to be the reporting counterparty for a derivative to which section 40 applies must report derivatives data relating to the derivative in accordance with this Instrument. Duty to report 26.(1) A reporting counterparty in respect of a derivative involving a local counterparty must report, or cause to be reported, the data required to be reported under this Part to a recognized trade repository. (2) Despite subsection (1), if no recognized trade repository accepts the data required to be reported under this Part, the reporting counterparty must electronically report the data required to be reported under this Part to the regulator or securities regulatory authority. 2037 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) A reporting counterparty satisfies the reporting obligation in respect of a derivative required to be reported under subsection (1) if each of the following applies: (a) one of the following applies to the derivative: (i) the derivative is required to be reported solely because a counterparty to the derivative is a local counterparty under subparagraph (a)(i) of the definition of “local counterparty” and that local counterparty does not conduct business in the local jurisdiction other than incidental to being organized under the laws of the local jurisdiction; (ii) the derivative is required to be reported solely because a counterparty to the derivative is a local counterparty under paragraph (c) of the definition of “local counterparty”; (b) the derivative is reported to a recognized trade repository under one or more of the following: (i) Multilateral Instrument 96-101 Derivatives: Trade Reporting, as amended from time to time, if reported under the requirements of a jurisdiction other than the local jurisdiction; (ii) Manitoba Securities Commission Rule 91-507 Derivatives: Trade Reporting, as amended from time to time; (iii) Ontario Securities Commission Rule 91-507 Derivatives: Trade Reporting, as amended from time to time; (iv) Québec Regulation 91-507 respecting trade repositories and derivatives data reporting, as amended from time to time; (v) the trade reporting law of a foreign jurisdiction listed in Appendix B. (c) the reporting counterparty instructs the recognized trade repository referred to in paragraph (b) to provide the regulator or securities regulatory authority with access to the data that is reported under paragraph (b) and otherwise uses its best efforts to provide the regulator or securities regulatory authority with access to such data. (4) A reporting counterparty must report all derivatives data relating to a derivative to the same recognized trade repository. (5) Repealed. 13 Jne 2025 SR 44/2025. (6) Repealed. 13 Jne 2025 SR 44/2025. (7) Repealed. 13 Jne 2025 SR 44/2025. (8) If a local counterparty, other than a reporting clearing agency, to a derivative that is required to be reported under this Instrument, and that is cleared through a reporting clearing agency, has specified a recognized trade repository to which derivatives data in relation to the derivative is to be reported, the reporting clearing agency (a) must report the derivatives data to the specified recognized trade repository, and (b) must not report derivatives data to another trade repository without the consent of the local counterparty. 2038 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (9) A reporting counterparty must ensure that all reported derivatives data relating to a derivative satisfies the validation procedure of the recognized trade repository to which the derivative is reported. Verification of data 26.1. A reporting counterparty must (a) ensure that reported derivatives data does not contain an error or omission, (b) verify, in the case of a reporting counterparty that is a notional amount threshold derivatives dealer, that the reported derivatives data does not contain an error or omission, at least once every calendar quarter, provided that there are at least two calendar months between verifications, and (c) verify, in the case of a reporting counterparty that is a reporting clearing agency or a derivatives dealer that is not a notional amount threshold derivatives dealer, that the reported derivatives data does not contain an error or omission, at least every 30 days. Derivatives reported in error 26.2. A reporting counterparty that reports a derivative in error must report the error to the recognized trade repository or, if the derivatives data was reported under subsection 26(2), to the regulator or securities regulatory authority, as soon as practicable after discovery of the error and, in any event, no later than the end of the business day following the day of discovery of the error. Notification of errors and omissions with respect to derivatives data 26.3.(1) A local counterparty, other than the reporting counterparty, must notify the reporting counterparty of an error or omission with respect to derivatives data relating to a derivative to which it is a counterparty as soon as practicable after discovery of the error or omission and, in any event, no later than the end of the business day following the day of discovery of the error or omission. (2) A reporting counterparty must notify the regulator or securities regulatory authority of a significant error or omission with respect to derivatives data as soon as practicable after discovery of the error or omission. Transferring a derivative to a different recognized trade repository 26.4.(1) A reporting counterparty must not change the recognized trade repository to which derivatives data relating to a derivative is reported, unless the reporting counterparty complies with subsections (2) and (3). (2) At least 5 business days before a change referred to in subsection (1) is made by a reporting counterparty, the reporting counterparty must provide notice of the change to the following: (a) the other counterparty to the derivative; (b) the recognized trade repository to which the derivatives data is reported before the change; (c) the recognized trade repository to which the derivatives data is reported after the change. 2039 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) The reporting counterparty must include in the notice referred to in subsection (2) the UTI of the derivative and the date on which the reporting counterparty will begin reporting the derivatives data to the recognized trade repository referred to in paragraph (2)(c).

(4) After providing the notice referred to in subsection (2), the reporting counterparty must report the change of recognized trade repository as if it were a lifecycle event under section 32, to the recognized trade repository referred to in paragraph (2)(b) and the recognized trade repository referred to in paragraph (2)(c) on the same day, and must use the same UTI to identify the derivative in the report to each recognized trade repository. (5) After changing the recognized trade repository, the reporting counterparty must report all derivatives data relating to the derivative to the trade repository referred to in paragraph (2)(c) unless the reporting counterparty subsequently changes the recognized trade repository under this section. Identifiers, general 27.(1) In a report of creation data required under this Part, a reporting counterparty must include each of the following: (a) the legal entity identifier of each counterparty to the derivative as set out in section 28; (b) the unique product identifier for the derivative as set out in section 30. (2) In a report of lifecycle data or valuation data required under this Part, a reporting counterparty must include the UTI for the transaction relating to the derivative as set out in section 29. Legal entity identifiers 28.(1) In all recordkeeping and reporting that is required under this Instrument, a recognized trade repository and a reporting counterparty must identify each counterparty to a derivative by means of a single legal entity identifier that is a unique identification code assigned to the counterparty in accordance with the standards set by the Global LEI System. (2) A person that is eligible to receive a legal entity identifier as determined by the Global LEI System, other than an individual, that is a local counterparty to a derivative required to be reported under this Instrument, must (a) before executing a transaction, obtain a legal entity identifier assigned in accordance with the requirements imposed by the Global LEI System, and (b) for as long as it is a counterparty to a derivative required to be reported under this Instrument, maintain and renew the legal entity identifier referred to in paragraph (a). (3) Despite subsection (1), if a local counterparty to a derivative required to be reported under this Instrument is an individual or is not eligible to receive a legal entity identifier as determined by the Global LEI System, the reporting counterparty and the recognized trade repository must identify the counterparty by a single, unique alternate identifier. (4) Repealed. 13 Jne 2025 SR 44/2025. 2040 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Unique transaction identifiers 29.(1) In all recordkeeping and reporting that is required under this Instrument, a recognized trade repository and a reporting counterparty must identify each derivative, and each position under section 33.1, by means of a single UTI. (2) For each derivative that is required to be reported under this Instrument, the following person or company must assign a single UTI to the derivative: (a) if the derivative is also required to be reported under the securities legislation of a jurisdiction of Canada, other than the local jurisdiction, or under the laws of a foreign jurisdiction under which a derivative must be reported before being reported under this Instrument, the person or company required to assign the UTI under the securities legislation of that jurisdiction, or under the laws of that foreign jurisdiction; (b) if paragraph (a) does not apply to the derivative and the derivative is cleared through a reporting clearing agency, the reporting clearing agency; (c) if paragraphs (a) and (b) do not apply to the derivative and the transaction relating to the derivative is executed on a facility for trading derivatives that has assigned a UTI to the derivative, the facility for trading derivatives; (d) if paragraphs (a) to (c) do not apply to the derivative, the reporting counterparty, or, if there are two reporting counterparties, the reporting counterparty with the first legal entity identifier determined by sorting the legal entity identifiers alphanumerically with the characters of the legal entity identifiers reversed. (3) Despite paragraph (2)(d), if paragraphs (2)(a) to (c) do not apply to the derivative and the counterparties to the derivative have agreed in writing that one of them will be the person or company responsible for assigning the UTI to the derivative, the counterparty that is responsible for the assignment under that agreement must assign the UTI. (4) Despite subsection (2), a person or company that is required to assign a UTI under subsection (2) may request that a recognized trade repository assign the UTI if the person or company is either of the following: (a) a notional amount threshold derivatives dealer; (b) not a reporting clearing agency, facility for trading derivatives, or derivatives dealer. (5) If a person or company makes a request under subsection (4), the recognized trade repository must assign a UTI as soon as technologically practicable following receipt of the request. (6) The person or company referred to in subsection (2) must assign a UTI as soon as practicable after execution of the transaction relating to the derivative, and in any event not later than the time that the derivative is required to be reported to a recognized trade repository under this Instrument. (7) If a facility for trading derivatives is required to assign a UTI under subsection (2), the facility for trading derivatives must provide the UTI as soon as technologically practicable to the following: (a) each counterparty to the derivative; (b) if the derivative is submitted for clearing, the reporting clearing agency to which the derivative is submitted for clearing. 2041 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (8) Subject to subsection (4), if one of the counterparties to an uncleared derivative is required to assign a UTI under subsections (2) or (3), the counterparty must provide the UTI as soon as practicable to the following: (a) the other counterparty to the derivative; (b) if the derivative is submitted for clearing, the reporting clearing agency to which the derivative is submitted for clearing. (9) If a recognized trade repository assigns a UTI under subsection (4), it must provide the UTI as soon as technologically practicable to the following: (a) each counterparty to the derivative; (b) if the derivative is submitted for clearing, the reporting clearing agency to which the derivative is submitted for clearing. Unique product identifiers 30.(1) In this section, “unique product identifier” means a code that uniquely identifies a type of derivative and is assigned by the Derivatives Service Bureau. (2) In all recordkeeping and reporting that is required under this Instrument, a recognized trade repository and a reporting counterparty must identify each type of derivative by means of a single unique product identifier. Creation data 31.(1) A qualified reporting counterparty must report creation data relating to a derivative that is required to be reported under this Instrument to a recognized trade repository immediately following the transaction. (2) Despite subsection (1), if it is not practicable to immediately report the creation data, a qualified reporting counterparty must report creation data as soon as practicable and in no event later than the end of the business day following the day on which the data would otherwise be required to be reported. (3) A reporting counterparty that is not a qualified reporting counterparty in respect of a derivative must report creation data no later than the end of the second business day following the execution date of the transaction. Lifecycle event data 32.(1) A qualified reporting counterparty must report all lifecycle event data relating to a derivative that is required to be reported under this Instrument to a recognized trade repository by the end of the business day on which the lifecycle event occurs. (2) Despite subsection (1), if it is not practicable to report lifecycle event data by the end of the business day on which the lifecycle event occurs, the qualified reporting counterparty must report all lifecycle event data no later than the end of the business day following the day on which the lifecycle event occurs. (3) A reporting counterparty that is not a qualified reporting counterparty in respect of a derivative must report all lifecycle event data no later than the end of the second business day following the day on which the lifecycle event occurs. (4) Despite subsections (1) to (3), the reporting clearing agency through which a derivative is cleared must report the termination of the original derivative to the recognized trade repository to which the derivatives data in respect of that original derivative was reported by the end of the business day following the day on which the original derivative is terminated. 2042 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Valuation data and collateral and margin data 33.(1) With respect to a derivative that is required to be reported under this Instrument, a reporting counterparty that is a derivatives dealer or a reporting clearing agency must report to a recognized trade repository each business day (a) valuation data, and (b) collateral and margin data. (2) If position level data in respect of derivatives has been reported under section 33.1, the reporting counterparty must calculate and report on the net amount of all purchases and sales reported as position level data for the derivatives. Position level data 33.1.(1) For the purpose of section 32, a reporting counterparty may report lifecycle event data as position level data if each derivative, for which the lifecycle event data is aggregated, (a) is in a class of derivatives in which each derivative is fungible with all other derivatives in the class, and (b) has no fixed expiration date or is a commodity derivative. (2) For the purpose of subsection 33(1), a reporting counterparty that is a derivatives dealer or a reporting clearing agency may report valuation data and collateral and margin data as position level data if each derivative, for which the valuation data and collateral and margin data is aggregated, (a) is in a class of derivatives in which each derivative is fungible with all other derivatives in the class, and (b) has no fixed expiration date or is a commodity derivative. Pre-existing derivatives 34.(1) Despite section 31 and subject to subsection 44(2), on or before December 1, 2016, a reporting counterparty must report creation data relating to a derivative if all of the following apply: (a) the reporting counterparty is a reporting clearing agency or a derivatives dealer; (b) the transaction was entered into before July 29, 2016; (c) there were outstanding contractual obligations with respect to the derivative on the earlier of the date that the derivative is reported or December 1, 2016. (2) Despite section 31 and subject to subsection 44(3), on or before February 1, 2017, a reporting counterparty must report creation data relating to a derivative if all of the following apply: (a) the reporting counterparty is not a reporting clearing agency or a derivatives dealer; (b) the transaction was entered into before November 1, 2016; (c) there were outstanding contractual obligations with respect to the derivative on the earlier of the date that the derivative is reported or February 1, 2017. 2043 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) Despite section 31, a reporting counterparty to a derivative to which subsection (1) or (2) applies is required to report, in relation to the derivative, only the creation data indicated in the column in Appendix A entitled “Required for Pre-existing Derivatives”. (4) Despite section 32, a reporting counterparty is not required to report life-cycle event data relating to a derivative to which subsection (1) or (2) applies until the reporting counterparty has reported creation data in accordance with subsection (1) or (2). (5) Despite section 33, a reporting counterparty is not required to report valuation data relating to a derivative to which subsection (1) or (2) applies until the reporting counterparty has reported creation data in accordance with subsection (1) or (2). Timing requirements for reporting data to another recognized trade repository 35. Despite subsection 26(4) and sections 31 to 33, if a recognized trade repository ceases operations or stops accepting derivatives data for an asset class of derivatives, a reporting counterparty may fulfill its reporting obligations under this Instrument by reporting the derivatives data to another recognized trade repository or, if there is not an available recognized trade repository, the regulator or securities regulatory authority. Records of data reported 36.(1) A reporting counterparty must keep records relating to a derivative that is required to be reported under this Instrument, including transaction records, for 7 years after the date on which the derivative expires or terminates. (2) A reporting counterparty must keep the records referred to in subsection (1) in a safe location and in a durable form. Facility for trading derivatives 36.1.(1) In this section, “anonymous derivative” means a derivative for which the transaction is executed anonymously on a facility for trading derivatives and that, at the time the transaction is executed, is intended to be cleared. (2) Section 25 does not apply with respect to an anonymous derivative. (3) Despite subsection (2), with respect to an anonymous derivative: (a) a reference to “reporting counterparty” in the following provisions must be read as a reference to “facility for trading derivatives”: subsections 22.2(2), 26(1), 26(2), 26(4), 26(9), paragraph 26.1(a), section 26.2, subsections 26.3(1), 26.3(2) and 26.4(1), section 27, subsections 28(1), 28(3), 29(1), 30(2), and 31(1), sections 35 and 36, subsection 37(3), and sections 41 and 42; (b) a reference to “qualified reporting counterparty” in section 31 must be read as a reference to “facility for trading derivatives”. 2044 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (4) Despite subsection (2), with respect to an anonymous derivative, a facility for trading derivatives (a) may report the legal entity identifier of an agent of a counterparty in respect of Data Element Number 1 “Counterparty 1 (reporting counterparty)”and Data Element Number 2 “Counterparty 2” (non-reporting counterparty) identified in Appendix A if a transaction relating to the derivative is executed before the derivative is allocated among the counterparties on whose behalf the agent is acting; (b) is not required to report the following data elements identified in Appendix A: (i) Data Element Number 20 “Inter-affiliate indicator”; (ii) Data Element Number 24 “Master agreement type”; (iii) Data Element Number 25 “Master agreement version”; (iv) Data Element Number 77 “Clearing exceptions and exemptions – Counterparty 1”; (v) Data Element Number 78 “Clearing exceptions and exemptions – Counterparty 2”; (vi) Data Element Number 96 “Level”; (vii) Data Element Number 121 “Crypto asset underlying indicator”. (5) Despite subsection (2), with respect to an anonymous derivative, if a facility for trading derivatives makes diligent efforts on a reasonably frequent basis to determine whether a participant of the facility, or its customer, is a local counterparty under paragraph (c) of the definition of “local counterparty” in any jurisdiction of Canada, but the facility has not yet made that determination, the participant, or its customer, is not a local counterparty under that paragraph for the purpose of reporting by the facility under this Instrument until the earlier of (a) the date the facility determines that the participant, or its customer, is a local counterparty under that paragraph, and (b) July 31, 2029. PART 4 DATA DISSEMINATION AND ACCESS TO DATA Data available to regulators 37.(1) A recognized trade repository must (a) provide to the regulator or securities regulatory authority direct, continuous and timely electronic access to derivatives data in the possession of the recognized trade repository that has been reported under this Instrument or that may impact the capital markets, (b) provide the data referenced in paragraph (a) on an aggregated basis, and (c) notify the regulator or securities regulatory authority of the manner in which the derivatives data provided under paragraph (b) has been aggregated. 2045 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) A recognized trade repository must establish, implement and maintain rules, policies or operations designed to ensure that it meets or exceeds the access standards and recommendations published by the International Organization of Securities Commissions in the August, 2013 report entitled “Authorities’ access to trade repository data”, as amended from time to time. (3) A reporting counterparty must use its best efforts to provide the regulator or securities regulatory authority with prompt access to all derivatives data that it is required to report under this Instrument, including instructing a trade repository to provide the regulator or securities regulatory authority with access to that data. Data available to counterparties 38.(1) Subject to section 22.1, a recognized trade repository must provide a participant that is, or is acting on behalf of, a counterparty to a derivative with timely access to all derivatives data relating to the derivative that is submitted to the recognized trade repository. (2) A recognized trade repository must have appropriate authorization procedures in place to enable access under subsection (1) by a participant that is a non-reporting counterparty or acting on behalf of a non-reporting counterparty. (3) Subject to section 22.1, each counterparty to a derivative must permit the release of all derivatives data required to be reported or disclosed under this Instrument. (4) Subsection (3) applies despite any agreement to the contrary between the counterparties to a derivative. Data available to public 39.(1) A recognized trade repository must, on a reasonably frequent basis, create aggregate data on open positions, volume and number, relating to the derivatives reported to it under this Instrument. (2) The date referred to under subsection (1) must include, at a minimum, breakdowns, if applicable, by currency of denomination, asset class, contract type, expiration and whether the derivative is cleared. (3) For each derivative reported under this Instrument, a recognized trade repository must make transaction level reports available to the public in accordance with the requirements of Appendix C, for at least one year after each report is first made available. (4) In making transaction level reports available for the purpose of subsection (3), a recognized trade repository must not disclose the identity of either counterparty to the derivative. (5) A recognized trade repository must make the data and reports referred to in this section available to the public on its website or through a similar medium, in a usable form and in a manner that is easily accessible to the public at not cost and, in the case of the transaction level reports in subsection (3), for at least one year after each report is first made available. (6) Despite subsections (1) to (5), a recognized trade repository must not make public derivatives data relating to a derivative between affiliated entities, unless otherwise required by law. 2046 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 5 EXCLUSIONS Commodity derivative 40.(1) Despite Part 3, and subject to subsection 25(4) and subsection (2) of this section, a local counterparty is not required to report derivatives data relating to a commodity derivative, if (a) the local counterparty is not a qualified reporting counterparty, and (b) the aggregate month-end gross notional amount under all outstanding commodity derivatives of the local counterparty and of each affiliated entity of the local counterparty that is a local counterparty in a jurisdiction of Canada, other than under paragraph (b) of the definition of “local counterparty”, excluding derivatives with an affiliated entity, did not, in any calendar month in the preceding 12 calendar months, exceed $250,000,000. (2) If a local counterparty ceases to satisfy a criterion under paragraph (1)(a) or (b), the local counterparty must, 180 days after the date that the criterion ceased to be satisfied, begin to report derivatives data unless, during that 180-day period, the local counterparty again satisfies the criterion. Derivative between a government and its consolidated entity 41. Despite Part 3, a reporting counterparty is not required to report derivatives data relating to a derivative between (a) the government of a local jurisdiction, and (b) a crown corporation or agency the accounts of which are consolidated for accounting purposes with those of the government referred to in paragraph (a). Derivative between affiliated entities 41.1. Despite Part 3, a reporting counterparty is not required to report derivatives data relating to a derivative if, at the time the transaction is executed, (a) the counterparties to the derivative are affiliated entities, and (b) neither counterparty is a qualified reporting counterparty. Derivative between a non-resident derivatives dealer and a non-local counterparty 42.(1) Despite Part 3, a reporting counterparty is not required to report derivatives data relating to a derivative if the derivative is required to be reported solely because one or both counterparties is a local counterparty under paragraph (b) of the definition of “local counterparty. (2) Subsection (1) does not apply if the derivative involves a counterparty that is an individual who is a resident of the local jurisdiction. 42.1 Repealed. 13 Jne 2025 SR 44/2025 s3. 2047 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 6 EXEMPTIONS Exemption – general 43.(1) Except in Alberta, the regulator or securities regulatory authority may, under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction, grant an exemption to this Instrument. (2) In Alberta, the regulator or securities regulatory authority may grant an exemption to this Instrument, in whole or in part, subject to such terms, conditions, restrictions or requirements as may be imposed in the exemption. PART 7 TRANSITION PERIOD AND EFFECTIVE DATE Transition period 44.(1) Despite Part 3, a reporting counterparty that is not a reporting clearing agency or a derivatives dealer is not required to make a report under that Part until November 1, 2016. (2) Despite Part 3, a reporting counterparty is not required to report derivatives data relating to a derivative if all of the following apply: (a) the derivative is entered into before July 29, 2016; (b) the derivative expires or terminates on or before November 30, 2016; (c) the reporting counterparty is a reporting clearing agency or a derivatives dealer. (3) Despite Part 3, a reporting counterparty is not required to report derivatives data relating to a derivative if all of the following apply: (a) the derivative is entered into before November 1, 2016; (b) the derivative expires or terminates on or before January 31, 2017; (c) the reporting counterparty is not a reporting clearing agency or a derivatives dealer. 45. Repealed. 13 Jne 2025 SR 44/2025 s3. 2048 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) APPENDIX A to MULTILATERAL INSTRUMENT 96-101 DERIVATIVES: TRADE REPORTING Minimum Data Elements Required to be Reported to a Recognized Trade Repository Under Part 3 of this Instrument, the reporting counterparty is required to provide a response for each data element unless the element is not applicable to the derivative. Appendix A contains each data element, its description, and whether the element must be made available to the public under each of Part 4 and Appendix C of the Instrument. For the purpose of this Appendix A, “trading facility” must be read as a reference to “facility for trading derivatives” and ‘derivatives data reporting rules of any jurisdiction of Canada’ means Manitoba Securities Commission Rule 91-507 Derivatives: Trade Reporting, Ontario Securities Commission Rule 91-507 Derivatives: Trade Reporting, Regulation 91-507 respecting Trade Repositories and Derivatives Data Reporting (Québec) or Multilateral Instrument 96-101 Derivatives: Trade Reporting. The CSA Derivatives Data Technical Manual, which is Appendix A of the Companion Policy, provides detailed technical specifications in connection with the data elements that are required to be reported under this Instrument. This text box does not form part of this Instrument and has no official status. Made Data Available Element Data Element Name Data Element Description to the Number Public Data Elements Related to Counterparties Counterparty 1 Identifier of the reporting 1 N (reporting counterparty) counterparty. Counterparty 2 (non- Identifier of the non-reporting 2 N reporting counterparty) counterparty. Counterparty 2 3 Type of Counterparty 2 identifier. N identifier source Identifier of the counterparty that is 4 Buyer identifier N the buyer. Identifier of the counterparty that is 5 Seller identifier N the seller. Identifier of the counterparty of the 6 Payer identifier N payer leg. Identifier of the counterparty of the 7 Receiver identifier N receiver leg. 2049 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Made Data Available Element Data Element Name Data Element Description to the Number Public Identifier of a broker that acts as 8 Broker identifier an intermediary for Counterparty 1 N without becoming a counterparty. If an individual is a non-reporting Country and Province or counterparty, the individual’s Territory of Individual 9 country of residence and, if the N (non‑reporting individual’s residence is in Canada, counterparty) the province or territory. Each jurisdiction in which Counterparty 1 is: ● a local counterparty under paragraph (a) or (c) of the definition of local counterparty in the derivatives data reporting rules of any jurisdiction of Canada, ● a local counterparty under paragraph (b) of the definition of local counterparty in the derivatives data reporting rules Jurisdiction of 10 of any jurisdiction of Canada, if N Counterparty 1 the non‑reporting counterparty is an individual who is a resident of the jurisdiction, and/or ● a local counterparty under paragraph (b) of the definition of local counterparty in Regulation 91-507 respecting Trade Repositories and Derivatives Data Reporting (Québec) and is a qualified person under section 82 of the Derivatives Act (Québec). 2050 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Made Data Available Element Data Element Name Data Element Description to the Number Public Each jurisdiction in which Counterparty 2 is: ● a local counterparty under paragraph (a) or (c) of the definition of local counterparty in the derivatives data reporting rules of any jurisdiction of Canada, and/or Jurisdiction of 11 N Counterparty 2 ● a local counterparty under paragraph (b) of the definition of local counterparty in Regulation 91-507 respecting Trade Repositories and Derivatives Data Reporting (Québec) and is a qualified person under section 82 of the Derivatives Act (Québec). Data Elements Related to Derivatives Unadjusted date at which obligations 12 Effective date under the derivative come into effect, Y as provided in the confirmation. Unadjusted date at which obligations under the derivative 13 Expiration date Y cease to be effective, as provided in the confirmation. Date and time of execution of a 14 Execution timestamp Y transaction. Date and time of submission of the 15 Reporting timestamp N report to the trade repository. Unique identifier that identifies a Unique transaction 16 derivative or position throughout its N identifier (UTI) lifecycle. Prior UTI (for one-to- UTI assigned to a derivative one and one‑to‑many before the occurrence of a lifecycle 17 N relations between event that resulted in the current transactions) derivative. Subsequent position UTI of the position in which a 18 N UTI derivative is included. Prior USI (for one-to- Unique swap identifier (USI) one and one‑to‑many assigned to a derivative before the 19 N relations between occurrence of a lifecycle event that transactions) resulted in the current derivative. Indicator of whether the derivative is 20 Inter-affiliate indicator N between two affiliated entities. 2051 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Made Data Available Element Data Element Name Data Element Description to the Number Public Identifier of the entity submitting 21 Submitter identifier derivatives data to the trade N repository. Identifier of the trading facility on 22 Platform identifier Y which the transaction was executed. Indicator of whether the transaction Platform anonymous 23 was executed anonymously on a N execution indicator trading facility. 24 Master agreement type Type of master agreement. N Master agreement Year of the master agreement 25 N version version. Data Elements Related to Notional Amounts and Quantities Notional amount for each leg of a derivative: ● if the derivative is negotiated in a monetary amount, the amount specified in the derivative. ● if the derivative is negotiated in a non-monetary amount, convert to a monetary amount. 26 Notional amount Y See Appendix 3.1 of the CSA Derivatives Data Technical Manual for converting a notional amount negotiated in a non‑monetary amount. This text box does not form part of this Instrument and has no official status. For each leg of a derivative, the 27 Notional currency Y currency of the notional amount. Monetary amount that a person or 28 Call amount company has the right to buy under N an option. Currency of the call amount of an 29 Call currency N option. Monetary amount that a person or 30 Put amount company has the right to sell under N an option. Currency of the put amount of an 31 Put currency N option. 2052 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Made Data Available Element Data Element Name Data Element Description to the Number Public For each leg of a derivative negotiated in a non‑monetary 32 Notional quantity N amount, the fixed notional quantity for each schedule period. Period for which the quantity is 33 Quantity frequency N quoted. Quantity frequency Number of periods of the quantity 34 N multiplier frequency. For each leg of a derivative, the 35 Quantity unit of measure unit of measure of the total notional N quantity and notional quantity. For each leg of a derivative, the aggregate notional quantity of the 36 Total notional quantity N underlying interest for the term of the derivative. Notional quantity For each notional quantity set out schedule – Unadjusted in a schedule, the date (unadjusted date on which the 37 for business day convention) on N associated notional which the notional quantity becomes quantity becomes effective. effective Notional quantity For each notional quantity set out in schedule – Unadjusted a schedule, the end date (unadjusted 38 N end date of the notional for business day convention) of the quantity notional quantity. Each notional quantity, as set out Notional quantity in a schedule, in effect from the date schedule – notional 39 referred to in Data Element Number N quantity in effect on 37 to the date referred to in Data associated effective date Element Number 38. Each notional amount, as set out in Notional amount a schedule, in effect from the date schedule – notional 40 referred to in Data Element Number N amount in effect on 41 to the date referred to in associated effective date Data Element Number 42. For each notional amount set out Notional amount in a schedule, the date (unadjusted schedule – unadjusted 41 for business day convention) on N effective date of the which the notional amount becomes notional amount effective. Notional amount For each notional amount set out in schedule – unadjusted a schedule, the end date (unadjusted 42 N end date of the notional for business day convention) of the amount notional amount. 2053 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Made Data Available Element Data Element Name Data Element Description to the Number Public Data Elements Related to Prices Exchange rate between 2 different 43 Exchange rate N currencies specified in the derivative. Currency pair and order in which the 44 Exchange rate basis N exchange rate is denominated. For each leg of a derivative with 45 Fixed rate periodic payments, the annual rate of Y the fixed leg. 46 Price Price specified in the derivative. Y Currency in which the price is 47 Price currency Y denominated. Manner in which the price is 48 Price notation Y expressed. Unit of measure in which the price is 49 Price unit of measure N expressed. For each price set out in a schedule, Price schedule – the date (unadjusted for business 50 unadjusted effective N day convention) on which the price date of the price becomes effective. Price schedule – For each price set out in a schedule, 51 unadjusted end date of the end date (unadjusted for business N the price day convention) of the price. Each price, as set out in a schedule, in effect from the date referred to in 52 Price schedule – price Data Element Number 50 to the date N referred to in Data Element Number 51. For each leg of a derivative, the 53 Spread specified spread on the reference Y price. For each leg of a derivative, the 54 Spread currency currency in which a spread is Y denominated. For each leg of a derivative, the 55 Spread notation manner in which a spread is Y expressed. For a derivative that is an option, the price at which the owner of the 56 Strike price Y option can buy or sell the underlying interest of the option. 2054 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Made Data Available Element Data Element Name Data Element Description to the Number Public Currency, or the currency pair and Strike price currency/ 57 order, in which the strike price is N currency pair denominated. Manner in which the strike price is 58 Strike price notation Y expressed. Unadjusted effective Effective date (unadjusted for 59 N date of the price business day convention) of the price. Unadjusted end date End date (unadjusted for business 60 N of the price day convention) of the price. Price in effect from the date referred Price in effect between to in Data Element Number 59 to 61 the unadjusted effective N the date referred to in Data Element and end dates Number 60. Effective date (unadjusted for Effective date of the 62 business day convention) of the N strike price strike price. End date of the strike End date (unadjusted for business 63 N price day convention) of the strike price. Strike price in effect from the date Strike price in effect on referred to in Data Element Number 64 N associated effective date 62 to the date referred to in Data Element Number 63. For each strike price set out in a Strike price schedule schedule, the date (unadjusted for 65 – Unadjusted effective N business day convention) on which date of the strike price the strike price becomes effective. For each strike price set out in a Strike price schedule – schedule, the end date (unadjusted 66 Unadjusted end date of N for business day convention) of the the strike price strike price. Each strike price, as set out in a schedule, in effect from the date Strike price schedule – 67 referred to in Data Element Number N strike price 65 to the date referred to in Data Element Number 66. Indicator of whether a derivative has one or more additional provisions Non-standardized 68 that materially affect the price of the Y term indicator derivative and that have not been disclosed to the public. 2055 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Made Data Available Element Data Element Name Data Element Description to the Number Public For each leg of a derivative, the day count convention used to 69 Day count convention Y determine how interest payments are calculated. Floating rate reset For each floating leg of a derivative, 70 Y frequency period the period of the frequency of resets. For each floating leg of a derivative, the number by which the floating Floating rate reset rate reset frequency period is 71 frequency period Y multiplied to determine the multiplier frequency of periodic payment dates in respect of a reset. Data Elements Related to Clearing Indicator of whether a derivative 72 Cleared has been cleared, or is intended to be Y cleared, by a clearing agency. Central counterparty Identifier of the clearing agency that 73 N identifier cleared the derivative. Indicator of whether the clearing 74 Clearing account origin N member acts as principal or agent. Identifier of the clearing member Clearing member 75 through which a derivative is cleared N identifier by a clearing agency. Date and time, expressed using Coordinated Universal Time, that Clearing receipt 76 the original derivative was recorded N timestamp as being received by the clearing agency for clearing. Clearing exceptions Type of exemption from or exception 77 and exemptions – to a mandatory clearing requirement N Counterparty 1 applicable to Counterparty 1. Clearing exceptions Type of exemption from or exception 78 and exemptions – to a mandatory clearing requirement N Counterparty 2 applicable to Counterparty 2. Data Elements Related to Collateral and Margin Indicator of whether there is an Collateralisation agreement in respect of collateral 79 N category between the counterparties and the nature of the collateralisation. 2056 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Made Data Available Element Data Element Name Data Element Description to the Number Public If collateral is reported on a Portfolio containing portfolio basis, indicator of whether 80 non-reportable N the portfolio includes derivatives component indicator exempted or excepted from reporting. Initial margin posted Monetary value of the initial margin by the reporting 81 posted by the reporting counterparty N counterparty (pre‑ before a haircut is applied. haircut) Initial margin posted Monetary value of the initial margin by the reporting 82 posted by the reporting counterparty N counterparty (post‑ after a haircut is applied. haircut) Currency of initial Currency in which the initial margin 83 N margin posted posted is denominated. Initial margin collected Monetary value of the initial by the reporting margin collected by the reporting 84 N counterparty (pre‑ counterparty before a haircut is haircut) applied. Initial margin collected Monetary value of the initial by the reporting margin collected by the reporting 85 N counterparty (post‑ counterparty after a haircut is haircut) applied. Currency of initial Currency in which the initial margin 86 N margin collected collected is denominated. Variation margin Monetary value of the variation posted by the reporting margin posted by the reporting 87 N counterparty (pre‑ counterparty before a haircut is haircut) applied. Variation margin Monetary value of the variation posted by the reporting margin posted by the reporting 88 N counterparty (post‑ counterparty after a haircut is haircut) applied. Currency of variation Currency in which the variation 89 N margin posted margin posted is denominated. Variation margin Monetary value of the variation collected by the margin collected by the reporting 90 N reporting counterparty counterparty before a haircut is (pre‑haircut) applied. Variation margin Monetary value of the variation collected by the margin collected by the reporting 91 N reporting counterparty counterparty after a haircut is (post‑haircut) applied. Currency of variation Currency in which the variation 92 N margin collected margin collected is denominated. 2057 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Made Data Available Element Data Element Name Data Element Description to the Number Public If collateral is reported on a portfolio basis, a unique code assigned by the Variation margin reporting counterparty that identifies 93 N collateral portfolio code the variation margin related to the open transactions that are included in the portfolio. If collateral is reported on a portfolio basis, a unique code assigned by the Initial margin collateral reporting counterparty that identifies 94 N portfolio code the initial margin related to the open transactions that are included in the portfolio. Data Elements Related to Actions and Events Date and time of occurrence of an 95 Event timestamp Y event relating to a derivative. Indicator of whether the report is in 96 Level N respect of a derivative or a position. Unique identifier that links 97 Event identifier N derivatives relating to an event. Indicator of the type of action or 98 Action type reporting relating to the derivative Y or position. Indicator of the type of lifecycle event 99 Event type or reason for the action referred to in Y Data Element Number 98. Indicator of whether an amendment 100 Amendment indicator Y to the derivative relates to an event. Data Elements Related to Valuation 101 Valuation amount Value of the derivative. N Currency in which the valuation 102 Valuation currency N amount is denominated. Source and method used to value the 103 Valuation method N derivative. Date and time that the value of the derivative referred to in 104 Valuation timestamp N Data Element Number 101 was determined. Next floating reference Next date on which the floating 105 N reset date reference will reset. Value of the floating reference on Last floating 106 the date referred to in Data Element N reference value Number 107. 2058 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Made Data Available Element Data Element Name Data Element Description to the Number Public Last floating reference Most recent date of the floating 107 N reset date reference reset. Ratio of the change in the price of the derivative to the change in the 108 Delta N price of the underlying interest of the derivative. Data Elements Related to Packages Indicator of whether the derivative is a component of a package if: (a) 2 or more derivatives that are reported separately by the reporting counterparty are entered into under a single agreement, or 109 Package indicator (b) 2 or more reports relate to the Y same derivative and the derivative cannot be reported using a single report as a result of the reporting requirements of one or more jurisdictions of Canada or one or more foreign jurisdictions. Identifier of the package referred to 110 Package identifier N in Data Element Number 109. Package transaction Price of the package referred to in 111 N price Data Element Number 109. Package transaction Currency in which the package 112 N price currency transaction price is denominated. Price of the package referred to Package transaction 113 in Data Element Number 109, N spread expressed as a spread. Package transaction Currency in which the package 114 N spread currency transaction spread is denominated. Package transaction Manner in which the package 115 N spread notation transaction spread is expressed. Package transaction Manner in which the package 116 N price notation transaction price is expressed. Data Elements Related to Product Identifier of a unique code assigned Unique product 117 by the Derivatives Service Bureau Y identifier for a type of derivative. Point at which the level of losses in CDS index the underlying portfolio of a credit 118 N attachment point default swap reduces the notional of a tranche. 2059 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Made Data Available Element Data Element Name Data Element Description to the Number Public Point beyond which losses in the CDS index underlying portfolio of a credit 119 N detachment point default swap no longer reduce the notional of a tranche. Factor of the index version, or the percentage, used to determine the 120 Index factor Y notional amount of a credit default swap. Indicator of whether the underlying Crypto asset 121 interest of the derivative is a N underlying indicator crypto asset. Unique identifier for a custom 122 Custom basket code N basket of reference assets. Indicator of whether the derivative 123 Custom basket indicator has a custom basket as its Y underlying interest. Basket constituent Identifier of a reference asset in 124 N identifier the custom basket. Source of the basket constituent Basket constituent 125 identifier referred to in Data N identifier source Element Number 124. Basket constituent Number of units of each reference 126 N number of units asset in the custom basket. Unit of measure in which the Basket constituent 127 number of units referred to in Data N unit of measure Element Number 126 is expressed. Identifier of each underlying 128 Underlier ID (Other) N interest of the derivative. Source of the Underlier ID (Other) Underlier ID (Other) 129 referred to in Data Element N source Number128. Identifier of the platform on which Underlying asset the underlying interest referred 130 trading platform N to in Data Element Number 128 identifier is traded. Source of the price used to Underlying asset price determine the value or level of the 131 N source underlying interest referred to in Data Element Number 128. Type of optional provision in a 132 Embedded option type Y derivative. Data Elements Related to Payments and Settlement 2060 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Made Data Available Element Data Element Name Data Element Description to the Number Public Date in the agreement by which all Final contractual 133 obligations under the derivative N settlement date are to be satisfied. Place of settlement of the 134 Settlement location N derivative. For each leg of the derivative, 135 Settlement currency the currency in which the cash Y settlement is denominated. Amount of each payment under the derivative except an option 136 Other payment amount Y premium amount under Data Element Number 144. Currency in which the other payment amount referred to in 137 Other payment currency Y Data Element Number 136 is denominated. Date on which the other payment 138 Other payment date amount referred to in Data N Element Number 136 is to be paid. Identifier of the payer of the other 139 Other payment payer payment amount referred to in N Data Element Number 136. Identifier of the receiver of the 140 Other payment receiver other payment amount referred to N in Data Element Number 136. Reason for the payment referred to 141 Other payment type Y in Data Element Number 136. For each leg of a derivative, the Payment frequency 142 unit of time of the frequency of Y period payments. For each leg of a derivative, the number by which the payment Payment frequency 143 frequency period is multiplied to Y period multiplier determine the frequency of periodic payment dates. Premium paid by a buyer of an 144 Option premium amount Y option or swaption. 2061 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Made Data Available Element Data Element Name Data Element Description to the Number Public Currency in which the premium Option premium 145 referred to in Data Element Y currency Number 144 is denominated.

Date on which the premium Option premium 146 referred to in Data Element N payment date Number 144 is paid. First date on which an option can 147 First exercise date Y be exercised. For each leg of a derivative, the 148 Fixing date date on which the reference rate is N determined. 2062 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) APPENDIX B to MULTILATERAL INSTRUMENT 96-101 DERIVATIVES: TRADE REPORTING Equivalent Trade Reporting Laws of Foreign Jurisdictions Subject to Deemed Compliance Under Subparagraph 26(3)(b)(v) of the Instrument The regulators and securities regulatory authorities have determined that the laws and regulations opposite the following jurisdictions are trade reporting laws for the purposes of subparagraph 26(3)(b)(v). Jurisdiction Law, Regulation and/or Instrument European Union Regulation (EU) 648/2012 of the European Parliament and Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories Commission Delegated Regulation (EU) 2017/979 of 2 March 2017 amending Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories with regard to the list of exempted entities Commission Delegated Regulation (EU) 2019/460 of 30 January 2019 amending Regulation (EU) No 648/2012 of the European Parliament and of the Council with regard to the list of exempted entities Regulation (EU) 2019/834 of the European Parliament and of the Council of 20 May 2019 amending Regulation (EU) No 648/2012 as regards the clearing obligation, the suspension of the clearing obligation, the reporting requirements, the risk-mitigation techniques for OTC derivative contracts not cleared by a central counterparty, the registration and supervision of trade repositories and the requirements for trade repositories Commission Delegated Regulation (EU) No 148/2013 of 19 December 2012 supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories with regard to regulatory technical standards on the minimum details of the data to be reported to trade repositories Commission Delegated Regulation (EU) 2017/104 of 19 October 2016 amending Delegated Regulation (EU) No 148/2013 supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories with regard to regulatory technical standards on the minimum details of the data to be reported to trade repositories 2063 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Jurisdiction Law, Regulation and/or Instrument Commission Delegated Regulation (EU) No 151/2013 of 19 December 2012 supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories, with regard to regulatory technical standards specifying the data to be published and made available by trade repositories and operational standards for aggregating, comparing and accessing the data Commission Delegated Regulation (EU) 2017/1800 of 29 June 2017 amending Delegated Regulation (EU) No 151/2013 supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council Commission Delegated Regulation (EU) 2019/361 of 13 December 2018 amending Delegated Regulation (EU) No 151/2013 with regard to access to the data held in trade repositories Commission Implementing Regulation (EU) No 1247/2012 of 19 December 2012 laying down implementing technical standards with regard to the format and frequency of trade reports to trade repositories according to Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories Commission Implementing Regulation (EU) 2017/105 of 19 October 2016 amending Implementing Regulation (EU) No 1247/2012 laying down implementing technical standards with regard to the format and frequency of trade reports to trade repositories according to Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories Commission Implementing Regulation (EU) 2019/363 of 13 December 2018 laying down implementing technical standards with regard to the format and frequency of reports on the details of securities financing transactions (SFTs) to trade repositories in accordance with Regulation (EU) 2015/2365 of the European Parliament and of the Council and amending Commission Implementing Regulation (EU) No 1247/2012 with regard to the use of reporting codes in the reporting of derivative contracts United Kingdom of The Over the Counter Derivatives, Central Counterparties Great Britain and and Trade Repositories (Amendment, etc., and Transitional Northern Ireland Provision) (EU Exit) Regulations 2019 The Over the Counter Derivatives, Central Counterparties and Trade Repositories (Amendment, etc., and Transitional Provision) (EU Exit) (No. 2) Regulations 2019 The Over the Counter Derivatives, Central Counterparties and Trade Repositories (Amendment, etc., and Transitional Provision) (EU Exit) Regulations 2020 2064 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Jurisdiction Law, Regulation and/or Instrument The Trade Repositories (Amendment and Transitional Provision) (EU Exit) Regulations 2018 The Technical Standards (European Market Infrastructure Regulation) (EU Exit) (No 1) Instrument 2019 The Technical Standards (European Market Infrastructure Regulation) (EU Exit) (No 2) Instrument 2019 The Technical Standards (European Market Infrastructure Regulation) (EU Exit) (No 3) Instrument 2019 The Technical Standards (European Market Infrastructure Regulation) (EU Exit) (No 4) Instrument 2019 The Technical Standards (Miscellaneous Amendments) (EU Exit) Instrument 2020 United States of CFTC Real-Time Public Reporting of Swap Transaction Data, America 17 C.F.R. Part 43 CFTC Swap Data Recordkeeping and Reporting Requirements, 17 C.F.R. Part 45 CFTC Swap Data Recordkeeping and Reporting Requirements: Pre-Enactment and Transition Swaps, 17 C.F.R. Part 46 2065 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 APPENDIX C to MULTILATERAL INSTRUMENT 96-101 DERIVATIVES: TRADE REPORTING Requirements for the Public Dissemination of Transaction-level Data 1. Subject to items 2 through 6, a recognized trade repository must make available to the public, at no cost, for each data element set out in Appendix A opposite a “Y” in the “Made Available to the Public” column of that appendix, the data elements contained in Table 1 for a derivative in any of the asset classes and underlying asset identifiers listed in Table 2 for all of the following: (a) each derivative reported to the recognized trade repository under this Instrument; (b) each lifecycle event that changes the pricing of an existing derivative reported to the recognized trade repository under this Instrument; (c) each cancellation of a reported transaction or a correction of data relating to a transaction that was previously made available to the public, in each case resulting in a derivative referred to in paragraph (a) or a lifecycle event referred to in paragraph (b). Table 1 Data Element Data Element Data Element Data Element # Allowable Name Description Format Values D1 Dissemination Unique and random Varchar(52) Up to 52 identifier identifier assigned by a alphanumeric recognized trade repository characters for each data message made available to the public. D2 Original For the following action Varchar(52) Up to 52 dissemination types reported to the alphanumeric identifier recognized trade repository characters under Data Element Number 98 of Appendix A, the Dissemination identifier assigned under Data Element Number D1: (a) Correct; (b) Terminate; (c) Error; (d) Revive; (e) Modify, if the Amendment indicator in Data Element Number 100 of Appendix A is reported to the recognized trade repository as True. 2066 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Data Element Data Element Data Element Data Element # Allowable Name Description Format Values D3 Dissemination Date and time, to the YYYY-MM-DD Any valid date/ timestamp nearest second, that a Thh:mm:ssZ, time based recognized trade repository based on on ISO 8601 makes data available to the Coordinated Date and time public. Universal Time format. D4 Unique product A humanly readable A list of allowable values and identifier short description made available their format will be published by name by the Derivatives Service the Derivatives Service Bureau. Bureau corresponding to the unique product identifier. Table 2 Asset Class Underlying Asset Identifier Interest Rate CAD-BA-CDOR Interest Rate USD-LIBOR-BBA Interest Rate EUR-EURIBOR-Reuters Interest Rate GBP-LIBOR-BBA Credit All Indexes Equity All Indexes Exclusions 2. Item 1 does not apply to the following: (a) a derivative that requires the exchange of more than one currency; (b) a derivative resulting from a bilateral or multilateral portfolio compression exercise; (c) a derivative resulting from novation by a clearing agency. Rounding of notional amount 3. A recognized trade repository must round, in accordance with the rounding conventions contained in Table 3, the notional amount of a derivative for which it makes transaction-level data available to the public in accordance with the Instrument and item 1 of this Appendix. Table 3 Reported Notional Amount Leg 1 or 2 Rounded Notional Amount <$1,000 Round to nearest $5 =>$1,000, <$10,000 Round to nearest $100 =>$10,000, <$100,000 Round to nearest $1,000 =>$100,000, <$1 million Round to nearest $10,000 =>$1 million, <$10 million Round to nearest $100,000 =>$10 million, <$50 million Round to nearest $1 million =>$50 million, <$100 million Round to nearest $10 million =>$100 million, <$500 million Round to nearest $50 million =>$500 million, <$1 billion Round to nearest $100 million =>$1 billion, <$100 billion Round to nearest $500 million >$100 billion Round to nearest $50 billion 2067 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Capping of notional amount 4. If the rounded notional amount, as determined under item 3, of a derivative referred to in item 1 exceeds the capped rounded notional amount, in Canadian dollars, according to the asset class and expiration date less effective date set out in Table 4 for that derivative, a recognized trade repository must make available to the public the capped rounded notional amount for the derivative in place of the rounded notional amount. 5. When making transaction-level data for a derivative to which item 4 applies available to the public under subsection 39(3) of this Instrument and in accordance with this Appendix, a recognized trade repository must state that the notional amount for the derivative has been capped. 6. For each derivative referred to in item 1 for which the capped rounded notional amount is made available to the public, if the data to be made available to the public includes an option premium, a recognized trade repository must adjust the option premium in a manner that is consistent with and proportionate to the capping and rounding of the reported notional amount of the derivative. Table 4 Expiration Date Capped Rounded Notional Asset Class less Effective Date Amount in Canadian Dollars Interest Rate Less than or equal to two years (746 $250 million days) Interest Rate Greater than two years (746 days) $100 million and less than or equal to ten years (3,668 days) Interest Rate Greater than ten years (3,668 days) $50 million Credit All dates $50 million Equity All dates $50 million Timing 7. Subject to items 2 through 6, a recognized trade repository must make the information referred to in item 1 available to the public 48 hours after the time reported for Date Element Number 14 of Appendix A. 8. If it is not technologically practicable to make the required information available to the public 48 hours after the time reported for Data Element Number 14 of Appendix A for the derivative due to periods of downtime required for operational maintenance, system upgrades, system repairs, disaster recovery exercises or any other exercises related to operating the recognized trade repository in accordance with this Instrument and its recognition order, the recognized trade repository must make the information available to the public as soon as technologically practicable following the conclusion of the period of downtime. 2068 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 96-101F1 APPLICATION FOR RECOGNITION - TRADE REPOSITORY INFORMATION STATEMENT Filer: Type of Filing: INITIAL AMENDMENT Name(s) 1. Full name of trade repository: 2. Name(s) under which business is conducted, if different from item 1: 3. If this filing makes a name change on behalf of the trade repository in respect of the name set out in item 1 or item 2, enter the previous name and the new name. Previous name: New name: Contact information 4. Head office Address: Telephone: Fax: 5. Mailing address (if different): 6. Other office(s) Address: Telephone: Fax: 7. Website address: 8. Contact employee Name and title: Telephone: Fax: E-mail: 9. Counsel Firm name: Lawyer name: Telephone: Fax: E-mail: 10. Canadian counsel (if applicable) Firm name: Lawyer name: Telephone: Fax: E-mail: 2069 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 EXHIBITS File all Exhibits with the Filing. For each Exhibit, include the name of the trade repository, the date of filing of the Exhibit and the date as of which the information is accurate (if different from the date of the filing). If any required Exhibit is inapplicable, a statement to that effect must be furnished in place of such Exhibit. Except as provided below, if the filer files an amendment to the information provided in its Filing and the information relates to an Exhibit filed with the Filing or a subsequent amendment, the filer must, in order to comply with section 3 of the Instrument, provide a description of the change, the expected date of the implementation of the change, and file a complete and updated Exhibit. The filer must provide a clean and blacklined version showing changes from the previous filing. If the filer has otherwise filed the information required by the previous paragraph under section 17 of the Instrument, it is not required to file the information again as an amendment to an Exhibit. However, if supplementary material relating to a filed rule is contained in an Exhibit, an amendment to the Exhibit must also be filed. Exhibit A – Corporate Governance 1. Legal status: Corporation Partnership Other (specify): 2. Indicate the following: (1) Date (DD/MM/YYYY) of formation. (2) Place of formation. (3) Statute under which trade repository was organized. (4) Regulatory status in other jurisdictions. 3. Provide a copy of the constating documents (including corporate by-laws), shareholder agreements, partnership agreements and other similar documents, and all subsequent amendments. 4. Provide the policies and procedures to address potential conflicts of interest arising from the operation of the trade repository or the services it provides, including those related to the commercial interest of the trade repository, the interests of its owners and its operators, the responsibilities and sound functioning of the trade repository, and those between the operations of the trade repository and its regulatory responsibilities. 5. An applicant that is located outside of the local jurisdiction that is applying for recognition as a trade repository under the local securities legislation must additionally provide the following: (1) An opinion of legal counsel that, as a matter of law, the applicant has the power and authority to provide the securities regulatory authority with prompt access to the applicant's books and records and submit to onsite inspection and examination by the securities regulatory authority. (2) A completed Form 96‑101F2 Trade Repository Submission to Jurisdiction and Appointment of Agent for Service of Process. 2070 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Exhibit B – Ownership 1. Provide a list of the registered or beneficial holders of securities of, partnership interests in, or other ownership interests in, the trade repository, indicating the following for each: (1) Name. (2) Principal business or occupation and title. (3) Ownership interest. (4) Nature of the ownership interest, including a description of the type of security, partnership interest or other ownership interest. 2. In the case of a trade repository that is publicly traded, if the trade repository is a corporation, please only provide a list of each shareholder that directly owns 5% or more of a class of a security with voting rights. Exhibit C – Organization 1. Provide a list of partners, officers, governors, and members of the board of directors and any standing committees of the board, or persons performing similar functions, who presently hold or have held their offices or positions during the previous year, indicating the following for each: (1) Name. (2) Principal business or occupation and title. (3) Dates of commencement and expiry of present term of office or position. (4) Type of business in which each is primarily engaged and current employer. (5) Type of business in which each was primarily engaged in the preceding five years, if different from that set out in item 4. (6) Whether the person is considered to be an independent director. 2. Provide a list of the committees of the board, including their mandates. 3. Provide the name of the trade repository’s Chief Compliance Officer. Exhibit D – Affiliated Entities 1. For each affiliated entity of the trade repository, provide the name and head office address and describe the principal business of the affiliated entity. 2. For each affiliated entity of the trade repository (a) to which the trade repository has outsourced any of its key services or systems described in Exhibit E – Operations of the Trade Repository, including business recordkeeping, recordkeeping of trade data, trade data reporting, trade data comparison or data feed, or (b) with which the trade repository has any other material business relationship, including loans or cross-guarantees, 2071 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 provide the following information: (1) Name and address of the affiliated entity. (2) The name and title of the directors and officers, or persons performing similar functions, of the affiliated entity. (3) A description of the nature and extent of the contractual and other agreements with the trade repository, and the roles and responsibilities of the affiliated entity under the arrangement. (4) A copy of each material contract relating to any outsourced functions or other material relationship. (5) Copies of constating documents (including corporate by-laws), shareholder agreements, partnership agreements and other similar documents. (6) For the latest financial year of any affiliated entity that has any outstanding loans or cross-guarantee arrangements with the trade repository, copies of financial statements, which may be unaudited, prepared in accordance with one or more of the following: (a) Canadian GAAP applicable to publicly accountable enterprises; (b) IFRS; (c) U.S. GAAP, if the affiliated entity is incorporated or organized under the laws of the United States of America or a jurisdiction of the United States of America. Exhibit E – Operations of the Trade Repository 1. Describe in detail the manner of operation of the trade repository and its associated functions, including, but not limited to, the following: (1) The structure of the trade repository. (2) Means of access by the trade repository’s participants and, if applicable, their clients to the trade repository’s facilities and services. (3) The hours of operation. (4) The facilities and services offered by the trade repository including, but not limited to, collection and maintenance of derivatives data. (5) A list of the types of derivatives instruments for which data recordkeeping is offered, including, but not limited to, a description of the features and characteristics of the instruments. (6) Procedures regarding the entry, display and reporting of derivatives data. (7) Recordkeeping procedures that ensure derivatives data is recorded without error or omission and on a timely basis. (8) The safeguards and procedures to protect derivatives data of the trade repository's participants, including required policies and procedures reasonably designed to protect the privacy and confidentiality of the data. 2072 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (9) Training provided to participants and a copy of any materials provided with respect to systems and rules and other requirements of the trade repository. (10) Steps taken to ensure that the trade repository’s participants have knowledge of and comply with the requirements of the trade repository. (11) The trade repository’s risk management framework for comprehensively managing risks including business, legal and operational risks. 2. Provide all policies, procedures and manuals related to the operation of the trade repository. Exhibit F – Outsourcing 1. Where the trade repository has outsourced the operation of key services or systems described in Exhibit E - Operations of the Trade Repository to an arm’s-length third party, including any function associated with the collection and maintenance of derivatives data, provide the following information: (1) Name and address of the person or company (including any affiliated entities of the trade repository) to which the function has been outsourced. (2) A description of the nature and extent of the contractual or other agreement with the trade repository and the roles and responsibilities of the arm’s-length party under the arrangement. (3) A copy of each material contract relating to any outsourced function. Exhibit G – Systems and Contingency Planning 1. For each of the systems for collecting and maintaining reports of derivatives data, describe: (1) Current and future capacity estimates. (2) Procedures for reviewing system capacity. (3) Procedures for reviewing system security. (4) Procedures to conduct stress tests. (5) The filer's business continuity and disaster recovery plans, including any relevant documentation. (6) Procedures to test business continuity and disaster recovery plans. (7) The list of data to be reported by all types of participants. (8) The data format or formats that will be available to the securities regulatory authority and other persons or companies receiving trade reporting data. Exhibit H – Access to Services 1. Provide a complete set of all forms, agreements or other materials pertaining to access to the services of the trade repository described in item 1(4) in Exhibit E – Operations of the Trade Repository. 2. Describe the types of trade repository participants. 3. Describe the trade repository's criteria for access to the services of the trade repository. 2073 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4. Describe any differences in access to the services offered by the trade repository to different groups or types of participants. 5. Describe conditions under which the trade repository's participants may be subject to suspension or termination with regard to access to the services of the trade repository. 6. Describe any procedures that will be involved in the suspension or termination of a participant. 7. Describe the trade repository's arrangements for permitting clients of participants to have access to the trade repository. Provide a copy of any agreements or documentation relating to these arrangements. Exhibit I – Fees 1. Provide a description of the fee model and all fees charged by the trade repository, or by a party to which services have been directly or indirectly outsourced, including, but not limited to, fees relating to access and the collection and maintenance of derivatives data, how such fees are set, and any fee rebates or discounts and how the rebates and discounts are set. CERTIFICATE OF TRADE REPOSITORY The undersigned certifies that the information given in this report is true and correct. DATED at _________________ this _______ day of ______________, 20 _______ ________________________________________________________________________ (Name of trade repository) ________________________________________________________________________ (Name of director, officer or partner – please type or print) ________________________________________________________________________ (Signature of director, officer or partner) ________________________________________________________________________ (Official capacity – please type or print) [If applicable,] 2074 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) ADDITIONAL CERTIFICATE OF TRADE REPOSITORY THAT IS LOCATED OUTSIDE OF [insert local jurisdiction] The undersigned certifies that 1. it will provide the securities regulatory authority with access to its books and records and will submit to onsite inspection and examination by the securities regulatory authority; 2. as a matter of law, it has the power and authority to (a) provide the securities regulatory authority with access to its books and records, and (b) submit to onsite inspection and examination by the securities regulatory authority. DATED at _________________ this _______ day of ______________, 20 _______ ________________________________________________________________________ (Name of trade repository) ________________________________________________________________________ (Name of director, officer or partner – please type or print) ________________________________________________________________________ (Signature of director, officer or partner) ________________________________________________________________________ (Official capacity – please type or print) FORM 96-101F2 TRADE REPOSITORY SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE OF PROCESS 1. Name of trade repository (the “Trade Repository”): ________________________________________________________________________ 2. Jurisdiction of incorporation, or equivalent, of the Trade Repository: ________________________________________________________________________ 3. Address of principal place of business of the Trade Repository: ________________________________________________________________________ 4. Name of the agent for service of process for the Trade Repository (the “Agent”): ________________________________________________________________________ 5. Address of the Agent in [insert local jurisdiction]: ________________________________________________________________________ 2075 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 6. The Trade Repository designates and appoints the Agent as its agent upon whom may be served a notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding arising out of or relating to or concerning the activities of the Trade Repository in [insert local jurisdiction]. The Trade Repository hereby irrevocably waives any right to challenge service upon its Agent as not binding upon the Trade Repository. 7. The Trade Repository agrees to unconditionally and irrevocably attorn to the non-exclusive jurisdiction of (i) the courts and administrative tribunals of [insert local jurisdiction] and (ii) any proceeding in any province or territory arising out of, related to, concerning or in any other manner connected with the regulation and oversight of the activities of the Trade Repository in [insert local jurisdiction]. 8. The Trade Repository must file a new submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before the Trade Repository ceases to be recognized or exempted by the Commission, to be in effect for 6 years from the date it ceases to be recognized or exempted unless otherwise amended in accordance with item 9. 9. Until 6 years after it has ceased to be recognized or exempted by the Commission from the recognition requirement under the securities legislation of [insert local jurisdiction], the Trade Repository must file an amended submission to jurisdiction and appointment of agent for service of process in this form at least 30 days before any change in the name or above address of the Agent. 10. This submission to jurisdiction and appointment of agent for service of process shall be governed by and construed in accordance with the laws of [insert local jurisdiction]. Dated: _________________________ ________________________________________ Signature of the Trade Repository ________________________________________ Print name and title of signing officer of the Trade Repository 2076 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) AGENT CONSENT TO ACT AS AGENT FOR SERVICE I, ____________________________________ (name of Agent in full; if Corporation, full Corporate name) of _________________________________________(business address), hereby accept the appointment as agent for service of process of _________________ _______________________________ (insert name of Trade Repository) and hereby consent to act as agent for service pursuant to the terms of the appointment executed by ________________________________ (insert name of Trade Repository) on ________________________________________(insert date). Dated: _________________________ ________________________________________ Signature of the Agent ________________________________________ Print name of person signing and, if Agent is not an individual, the title of the person 2077 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 96-101F3 CESSATION OF OPERATIONS REPORT FOR RECOGNIZED TRADE REPOSITORY 1. Identification: (1) Full name of the recognized trade repository: (2) Name(s) under which business is conducted, if different from item 1(1): 2. Date the recognized trade repository proposes to cease carrying on business as a trade repository: 3. If cessation of business was involuntary, date the recognized trade repository has ceased to carry on business as a trade repository: EXHIBITS File all Exhibits with this Cessation of Operations Report. For each exhibit, include the name of the recognized trade repository, the date of filing of the exhibit and the date as of which the information is accurate (if different from the date of the filing). If any required Exhibit is inapplicable, a statement to that effect must be furnished in place of such Exhibit. Exhibit A Provide the reasons for the recognized trade repository ceasing to carry on business as a trade repository. Exhibit B Provide a list of all derivatives instruments for which data recordkeeping is offered during the last 30 days prior to ceasing business as a trade repository. Exhibit C Provide a list of all participants who are counterparties to a derivative required to be reported under this Instrument and for whom the recognized trade repository provided services during the last 30 days prior to ceasing business as a trade repository. CERTIFICATE OF RECOGNIZED TRADE REPOSITORY The undersigned certifies that the information given in this report is true and correct. DATED at ____________________ this _______ day of ______________, 20 _______ ____________________________________________________________________________ (Name of trade repository) ____________________________________________________________________________ (Name of director, officer or partner – please type or print) ____________________________________________________________________________ (Signature of director, officer or partner) ____________________________________________________________________________ (Official capacity – please type or print) 27 May 2016 SR 35/2016 s4; 18 Nov 2016 SR 87/2016 s2; 13 jne 2025 SR 44/2025 s3. 2078 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Part LIX [Clause 2(ggg)] Multilateral Instrument 11-103 Failure-to-File Cease Trade Orders in Multiple Jurisdictions PART 1 DEFINITIONS Definitions 1. In this Instrument, “failure-to-file cease trade order” means an order, other than a management cease trade order, in relation to a specified default that prohibits or restricts trading in, or purchasing of, securities of a reporting issuer; “management cease trade order” means a cease trade order that prohibits or restricts trading in securities of a reporting issuer by one or more of the following: (a) the chief executive officer of the reporting issuer or a person acting in a similar capacity; (b) the chief financial officer of the reporting issuer or a person acting in a similar capacity; (c) an officer or director of the reporting issuer or other person or company who had, or may have had, access directly or indirectly to a material fact or material change with respect to the reporting issuer that has not been generally disclosed; “specified default” means a failure by a reporting issuer to comply with the requirement to file, within the time period prescribed, one or more of the following: (a) annual financial statements; (b) an interim financial report; (c) an annual or interim management’s discussion and analysis or annual or interim management report of fund performance; (d) an annual information form; (e) a certification of filings under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings. PART 2 FAILURE-TO-FILE CEASE TRADE ORDERS Issuance and revocation of failure-to-file cease trade order 2. If an issuer is a reporting issuer in the local jurisdiction, and a securities regulatory authority or regulator in another jurisdiction of Canada makes a failure-to-file cease trade order in respect of the issuer’s securities, a person or company must not trade in or purchase a security of the issuer in the local jurisdiction, except in accordance with the conditions that are contained in the order, if any, for so long as the failure-to-file cease trade order remains in effect. 30 Jne 2016 SR 47/2016 s5. 2079 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LX [clause 2(hhh)] Multilateral Instrument 45‑108 Crowdfunding Table of Contents Part 1 Definitions and interpretation 1. Definitions 2. Terms defined or interpreted in other instruments 3. Purchaser 4. Specifications – Québec Part 2 Crowdfunding prospectus exemption Division 1: Distribution requirements 5. Crowdfunding prospectus exemption 6. Conditions for closing of the distribution 7. Certificates 8. Right of withdrawal 9. Liability for misrepresentation – reporting issuers 10. Liability for untrue statement – non‑reporting issuers 11. Advertising and general solicitation 12. Additional distribution materials 13. Commissions or fees 14. Restriction on lending 15. Filing or delivery of distribution materials Division 2: Ongoing disclosure requirements for non‑reporting issuers 16. Annual financial statements 17. Annual disclosure of use of proceeds 18. Notice of specified key events 19. Period of time for providing ongoing disclosure 20. Books and records Part 3 Requirements for funding portals Division 1: Registration requirements, general 21. Restricted dealer funding portal 22. Registered dealer funding portal ; 21 Sep 2012 SR 62/2012 s3. 2080 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Division 2: Registration requirements, funding portals 23. Restricted dealing activities 24. Advertising and general solicitation 25. Access to funding portal 26. Issuer access agreement 27. Obligation to review materials of eligible crowdfunding issuer 28. Denial of issuer access and termination 29. Return of funds 30. Notifications 31. Removal of distribution materials 32. Monitoring purchaser communications 33. Online platform acknowledgement 34. Purchaser requirements prior to purchase 35. Required online platform disclosure 36. Delivery to the issuer 37. Release of funds 38. Reporting requirements Division 3: Additional requirements, restricted dealer funding portal 39. Prohibition on providing recommendations or advice 40. Restriction on referral arrangements 41. Permitted dealing activities 42. Chief compliance officer 43. Proficiency Part 4 Exemption 44. Exemption Part 5 Coming into force 45. Effective date Appendix A – Signing Requirements for Certificate of a Crowdfunding Offering Document (Section 7) Form 45‑108F1 Crowdfunding Offering Document Form 45‑108F2 Risk Acknowledgement Form 45‑108F3 Confirmation of Investment Limits Form 45‑108F4 Notice of Specified Key Events Form 45‑108F5 Personal Information Form and Authorization to Collect, Use and Disclose Personal Information 2081 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 1 DEFINITIONS AND INTERPRETATION Definitions 1 In this Instrument “accredited investor” means (a) except in Ontario, an accredited investor as defined in National Instrument 45‑106 Prospectus Exemptions, and (b) in Ontario, an accredited investor as defined in subsection 73.3(1) of the Securities Act, R.S.O. 1990 c. S.5 and in National Instrument 45‑106 Prospectus Exemptions; “aggregate minimum proceeds” means the amount disclosed in item 5.2 of the crowdfunding offering document that is sufficient to accomplish the business objectives of the issuer; “Canadian Financial Statement Review Standards” means standards for the review of financial statements by a public accountant determined with reference to the Handbook; “confirmation of investment limits form” means a completed Form 45‑108F3 Confirmation of Investment Limits; “crowdfunding offering document” means a completed Form 45‑108F1 Crowdfunding Offering Document together with any amendment to that document and any document incorporated by reference therein; “crowdfunding prospectus exemption” means the exemption from the prospectus requirement in section 5 [Crowdfunding prospectus exemption]; “distribution period” means the period referred to in the crowdfunding offering document during which an eligible crowdfunding issuer offers its securities to purchasers in reliance on the crowdfunding prospectus exemption; “eligible crowdfunding issuer” means an issuer if all of the following apply: (a) the issuer and, if applicable, its parent are incorporated or organized under the laws of Canada or any jurisdiction of Canada; (b) the head office of the issuer is located in Canada; (c) a majority of the directors of the issuer are resident in Canada; (d) the principal operating subsidiary of the issuer, if any, is incorporated or organized under (i) the laws of Canada or any jurisdiction of Canada, or (ii) the laws of the United States of America or any state or territory of the United States of America or the District of Columbia; (e) the issuer is not an investment fund; 2082 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “eligible securities” means securities of an eligible crowdfunding issuer having the same price, terms and conditions that are distributed under the crowdfunding prospectus exemption during the distribution period and are any one or more of the following: (a) a common share; (b) a non‑convertible preference share; (c) a security convertible into securities referred to in paragraph (a) or (b); (d) a non‑convertible debt security linked to a fixed or floating interest rate; (e) a unit of a limited partnership; (f) a flow‑through share under the ITA; “executive officer” means an individual who is (a) a chair, vice‑chair or president, (b) a chief executive officer or chief financial officer, (c) a vice‑president in charge of a principal business unit, division or function including sales, finance or production, or (d) performing a policy‑making function in respect of the issuer; “funding portal” means (a) a registered dealer funding portal, or (b) a restricted dealer funding portal; “issuer access agreement” means a written agreement entered into between an eligible crowdfunding issuer and a funding portal in compliance with section 26 [Issuer access agreement]; “issuer group” means (a) an eligible crowdfunding issuer, (b) an affiliate of the eligible crowdfunding issuer, and (c) any other issuer (i) that is engaged in a common enterprise with the eligible crowdfunding issuer or with an affiliate of the eligible crowdfunding issuer, or (ii) that is controlled, directly or indirectly, by the same person or company or persons or companies that control, directly or indirectly, the eligible crowdfunding issuer; “permitted client” means a permitted client as defined in National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; “personal information form” means a completed Form 45‑108F5 Personal Information Form and Authorization to Collect, Use and Disclose Personal Information; 2083 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “registered dealer funding portal” means a person or company that (a) is registered in the category of investment dealer or exempt market dealer under National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and (b) acts or proposes to act as an intermediary in a distribution of eligible securities through an online platform in reliance on the crowdfunding prospectus exemption; “restricted dealer funding portal” means a person or company that (a) is registered in the category of restricted dealer under National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, (b) is authorized under the terms and conditions of its restricted dealer registration to distribute securities under this Instrument, (c) acts or proposes to act as an intermediary in a distribution of eligible securities through an online platform in reliance on the crowdfunding prospectus exemption, (d) is not registered in any other registration category, and (e) in Ontario, is not an affiliate of another registered dealer, registered adviser, or registered investment fund manager; “right of withdrawal” means the right referred to in section 8 [Right of withdrawal] or a comparable right described in securities legislation of the jurisdiction in which the purchaser resides; “risk acknowledgement form” means a completed Form 45‑108F2 Risk Acknowledgement; “SEC issuer” means an SEC issuer as defined in National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards; “U.S. AICPA Financial Statement Review Standards” means the standards of the American Institute of Certified Public Accountants for a review of financial statements by a public accountant, as amended from time to time. Terms defined or interpreted in other instruments 2(1) Unless otherwise defined herein, in Part 2 [Crowdfunding prospectus exemption], each term has the meaning ascribed, or interpretation given, to it in National Instrument 45‑106 Prospectus Exemptions. (2) Unless otherwise defined herein, in Part 3 [Requirements for funding portals], each term has the meaning ascribed, or interpretation given, to it in National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. 2084 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Purchaser 3 References to a “client” in a provision of any instrument with which a funding portal is required to comply under Part 3 [Requirements for funding portals], must be read as if the references are to a “purchaser”. Specifications – Québec 4(1) In Québec, “trade” in this Instrument refers to any of the following activities: (a) the activities described in the definition of “dealer” in section 5 of the Securities Act (chapter V‑1.1), including the following activities: (i) the sale or disposition of a security by onerous title, whether the terms of payment be on margin, installment or otherwise, but does not include a transfer or the giving in guarantee of securities in connection with a debt or the purchase of a security, except as provided in paragraph (b); (ii) participation as a trader in any transaction in a security through the facilities of an exchange or a quotation and trade reporting system; (iii) the receipt by a registrant of an order to buy or sell a security; (b) a transfer or the giving in guarantee of securities of an issuer from the holdings of a control person in connection with a debt. (2) In Québec, the crowdfunding offering document and materials that are made available to purchasers by a reporting issuer in accordance with this Instrument are documents authorized by the Autorité des marchés financiers for use in lieu of a prospectus. (3) In Québec, the crowdfunding offering document and materials that are made available to purchasers in accordance with this Instrument must be drawn up in French only or in French and English. PART 2 CROWDFUNDING PROSPECTUS EXEMPTION Division 1: Distribution requirements Crowdfunding prospectus exemption 5(1) The prospectus requirement does not apply to a distribution by an eligible crowdfunding issuer of an eligible security of its own issue to a person or company that purchases the security as principal if all of the following apply: (a) the issuer offers the securities during the distribution period and the distribution period ends no later than 90 days after the date the issuer first offers its securities to purchasers; (b) the total proceeds raised by the issuer group in reliance on the crowdfunding prospectus exemption does not exceed $1,500,000 within the 12‑month period ending on the last day of the distribution period; 2085 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) in Ontario, the acquisition cost of the securities acquired by the purchaser (i) in the case of a purchaser that is not an accredited investor, does not exceed (A) $2,500 for the distribution, and (B) $10,000 for all distributions in reliance on the crowdfunding prospectus exemption in the same calendar year, (ii) in the case of a purchaser that is an accredited investor that is not a permitted client, does not exceed (A) $25,000 for the distribution, and (B) $50,000 for all distributions in reliance on the crowdfunding prospectus exemption in the same calendar year, and (iii) in the case of a purchaser that is a permitted client, is not limited; (d) except in Ontario, the acquisition cost of the securities acquired by the purchaser (i) in the case of a purchaser that is not an accredited investor, does not exceed $2,500 for the distribution, and (ii) in the case of a purchaser that is an accredited investor, does not exceed $25,000 for the distribution; (e) the issuer distributes the securities through a single funding portal; (f) before the purchaser enters into an agreement to purchase the securities, the issuer makes available to the purchaser, through the funding portal, a crowdfunding offering document that is in compliance with (i) section 7 [Certificates] and section 8 [Right of withdrawal], and (ii) section 9 [Liability for misrepresentation ‑ reporting issuers] or section 10 [Liability for untrue statement ‑ non‑reporting issuers], as applicable. (2) The crowdfunding prospectus exemption is not available if any of the following apply: (a) the proceeds of the distribution are used by the issuer to invest in, merge with or acquire an unspecified business;

(b) the issuer is not a reporting issuer, and the issuer previously distributed securities in reliance on the crowdfunding prospectus exemption and is not in compliance with any of the following: (i) section 15 [Filing or delivery of distribution materials]; (ii) section 16 [Annual financial statements]; (iii) section 17 [Annual disclosure of use of proceeds]; (iv) section 19 [Period of time for providing ongoing disclosure]; (v) section 20 [Books and records]; (vi) in New Brunswick, Nova Scotia and Ontario, section 18 [Notice of specified key events]; 2086 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) the issuer is a reporting issuer and is not in compliance with its reporting obligations under securities legislation, including under this Instrument; (d) the issuer has previously commenced a distribution under this section and that distribution has not closed, been withdrawn or otherwise terminated. Conditions for closing of the distribution 6 A distribution in reliance on the crowdfunding prospectus exemption must not close unless (a) the right of withdrawal has expired, (b) the aggregate minimum proceeds have been raised through one or both of the following: (i) the distribution; (ii) any concurrent distributions by any member of the issuer group, provided that the proceeds from those distributions are unconditionally available to the eligible crowdfunding issuer at the time of closing of the distribution, (c) the issuer has provided to the funding portal written confirmation of the proceeds of the concurrent distributions referred to in subparagraph (b)(ii), if any, (d) the issuer has received (i) the purchase agreement entered into between the issuer and the purchaser, (ii) a risk acknowledgement form for the purchaser where the purchaser positively confirms having read and understood the risk warnings and the information in the crowdfunding offering document, (iii) except in Ontario, confirmation and validation that the purchaser is an accredited investor if the acquisition cost is greater than $2,500, and (iv) in Ontario, a confirmation of investment limits form for the purchaser, and (e) the closing occurs within 30 days of the end of the distribution period. Certificates 7(1) A crowdfunding offering document made available under paragraph 5(1) (f) [Crowdfunding prospectus exemption] must contain a certificate executed by the issuer in accordance with the applicable provisions of Appendix A, which (a) if the issuer is a reporting issuer, states that “This crowdfunding offering document does not contain a misrepresentation. Purchasers of securities have a right of action in the case of a misrepresentation.”, or (b) if the issuer is not a reporting issuer, states that “This crowdfunding offering document does not contain an untrue statement of a material fact. Purchasers of securities have a right of action in the case of an untrue statement of a material fact.” 2087 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) A certificate under subsection (1) must be true as at the date the certificate is signed, the date the crowdfunding offering document is made available to purchasers and the time of the closing of the distribution. (3) If a certificate under subsection (1) ceases to be true after a crowdfunding offering document is made available to a purchaser, the issuer must (a) amend the crowdfunding offering document and provide a newly dated certificate executed by the issuer in accordance with the applicable provisions of Appendix A, and (b) provide the amended crowdfunding offering document to the funding portal for the purpose of making it available to purchasers. Right of withdrawal 8 If the securities legislation of the jurisdiction in which a purchaser resides does not provide a comparable right, the crowdfunding offering document made available to the purchaser under paragraph 5(1)(f) [Crowdfunding prospectus exemption] must provide the purchaser with a contractual right to withdraw from any agreement to purchase the security by delivering a notice to the funding portal within 48 hours after the date of the agreement to purchase and any subsequent amendment to the crowdfunding offering document. Liability for misrepresentation – reporting issuers 9 If the securities legislation of the jurisdiction in which a purchaser resides does not provide a comparable right, the crowdfunding offering document of a reporting issuer, made available to the purchaser under paragraph 5(1)(f) [Crowdfunding prospectus exemption], must provide a contractual right of action against the issuer for rescission and damages that (a) is available to the purchaser if the crowdfunding offering document or other materials made available to the purchaser contain a misrepresentation, without regard to whether the purchaser relied on the misrepresentation, (b) is enforceable by the purchaser delivering a notice to the issuer (i) in the case of an action for rescission, within 180 days after the date of purchase by the purchaser, or (ii) in the case of an action for damages, before the earlier of (A) 180 days after the purchaser first has knowledge of the facts giving rise to the cause of action, or (B) 3 years after the date of purchase, (c) is subject to the defence that the purchaser had knowledge of the misrepresentation, (d) in the case of an action for damages, provides that the amount recoverable (i) does not exceed the price at which the security was distributed, and (ii) does not include all or any part of the damages that the issuer proves do not represent the depreciation in value of the security resulting from the misrepresentation, and (e) is in addition to, and does not detract from, any other right of the purchaser. 2088 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Liability for untrue statement – non‑reporting issuers 10 The crowdfunding offering document of an issuer that is not a reporting issuer, made available to a purchaser under paragraph 5(1)(f) [Crowdfunding prospectus exemption], must provide a contractual right of action against the issuer for rescission and damages that (a) is available to the purchaser if the crowdfunding offering document or other materials made available to the purchaser contain an untrue statement of a material fact, without regard to whether the purchaser relied on the statement, (b) is enforceable by the purchaser delivering a notice to the issuer (i) in the case of an action for rescission, within 180 days after the date of purchase by the purchaser, or (ii) in the case of an action for damages, before the earlier of (A) 180 days after the purchaser first has knowledge of the facts giving rise to the cause of action, or (B) 3 years after the date of purchase, (c) is subject to the defence that the purchaser had knowledge of the untrue statement of a material fact, (d) in the case of an action for damages, provides that the amount recoverable (i) does not exceed the price at which the security was distributed, and (ii) does not include all or any part of the damages that the issuer proves do not represent the depreciation in value of the security resulting from the untrue statement of a material fact, and (e) is in addition to, and does not detract from, any other right of the purchaser. Advertising and general solicitation 11(1) An issuer must not, directly or indirectly, advertise a distribution, or solicit purchasers, under the crowdfunding prospectus exemption. (2) Despite subsection (1), the issuer may inform purchasers that it proposes to distribute securities under the crowdfunding prospectus exemption and may refer purchasers to the funding portal facilitating the distribution. Additional distribution materials 12(1) In addition to the crowdfunding offering document required to be made available to a purchaser under paragraph 5(1)(f) [Crowdfunding prospectus exemption], an issuer may make available to a purchaser only through the funding portal the following materials: (a) a term sheet; (b) a video; (c) other materials summarizing the information in the crowdfunding offering document. 2089 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) The materials referred to in subsection (1) must be consistent with the information in the crowdfunding offering document. (3) If an amended crowdfunding offering document is made available to purchasers, all materials made available to purchasers under this section must be amended, if necessary, and made available to purchasers through the funding portal. Commissions or fees 13 No person or company in the issuer group or director or executive officer of an issuer in the issuer group may, directly or indirectly, pay a commission, finder’s fee, referral fee or similar payment to any person or company in connection with a distribution in reliance on the crowdfunding prospectus exemption, other than to a funding portal. Restriction on lending 14 No person or company in the issuer group or director or executive officer of an issuer in the issuer group may, directly or indirectly, lend or finance, or arrange lending or financing, for a purchaser to purchase securities of the issuer under the crowdfunding prospectus exemption. Filing or delivery of distribution materials 15(1) An issuer must, no later than 10 days after the closing of the distribution, file with the securities regulatory authority or regulator Form 45‑106F1 Report of Exempt Distribution. (2) At the same time that the issuer files the form referred to in subsection (1), the issuer must file a copy of the crowdfunding offering document and the materials referred to in paragraphs 12(1)(a) and (c) [Additional distribution materials]. (3) Upon request, the issuer must deliver to the securities regulatory authority or regulator any video referred to in paragraph 12(1)(b) [Additional distribution materials]. Division 2: Ongoing disclosure requirements for non‑reporting issuers Annual financial statements 16(1) An issuer that is not a reporting issuer that has distributed securities under the crowdfunding prospectus exemption must deliver to the securities regulatory authority or regulator and make reasonably available to each purchaser, within 120 days after the end of its most recently completed financial year, the financial statements listed in paragraphs 4.1(1)(a), (b), (c) and (e) [Comparative annual financial statements and audit] of National Instrument 51‑102 Continuous Disclosure Obligations. (2) The financial statements referred to in subsection (1) must (a) be approved by management of the issuer and be accompanied by (i) a review report or auditor’s report if the amount raised by the issuer under one or more prospectus exemptions from the date of the formation of the issuer until the end of its most recently completed financial year, is $250,000 or more but is less than $750,000, or 2090 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) an auditor’s report if the amount raised by the issuer under one or more prospectus exemptions from the date of the formation of the issuer until the end of its most recently completed financial year, is $750,000 or more, (b) comply with paragraph 3.2(1)(a) [Acceptable accounting principles ‑ general requirements], subparagraph 3.2(1)(b)(i) [Acceptable accounting principles ‑ general requirements], and subsection 3.2(5) [Acceptable accounting principles ‑ general requirements] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards, and (c) comply with section 3.5 [Presentation and functional currencies] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards. (3) If the financial statements referred to in subsection (1) are accompanied by a review report, the financial statements must be reviewed in accordance with Canadian Financial Statement Review Standards and the review report must (a) not include a reservation or modification, (b) identify the financial periods that were subject to review, (c) be in the form specified by Canadian Financial Statement Review Standards, and (d) refer to IFRS as the applicable financial reporting framework. (4) If the financial statements referred to in subsection (1) are accompanied by an auditor’s report, the auditor’s report must be (a) prepared in accordance with section 3.3 [Acceptable auditing standards ‑ general requirements] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards, and (b) signed by an auditor that complies with section 3.4 [Acceptable auditors] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards. (5) If the financial statements referred to in subsection (1) are those of an SEC issuer, (a) the financial statements may be prepared in accordance with section 3.7 [Acceptable accounting principles for SEC issuers] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards, (b) the financial statements may be reviewed in accordance with U.S. AICPA Financial Statement Review Standards and accompanied by a review report prepared in accordance with U.S. AICPA Financial Statement Review Standards that (i) does not include a modification or exception, (ii) identifies the financial periods that were subject to review, (iii) identifies the review standards used to conduct the review and the accounting principles used to prepare the financial statements, and 2091 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (iv) refers to IFRS as the applicable financial reporting framework if the financial statements comply with paragraph 3.2(1)(a) [Acceptable accounting principles ‑ general requirements] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards, and (c) the financial statements may be audited in accordance with section 3.8 [Acceptable auditing standards for SEC issuers] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards. (6) If the financial statements referred to in subsection (5) are accompanied by a review report and the statements have been reviewed in accordance with Canadian Financial Statement Review Standards, the review report must be in compliance with paragraphs (3)(a) to (c) and must (a) refer to IFRS as the applicable financial reporting framework if the financial statements comply with paragraph 3.2(1)(a) [Acceptable accounting principles ‑ general requirements] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards, or (b) refer to U.S. GAAP as the applicable financial reporting framework if the financial statements comply with section 3.7 [Acceptable accounting principles for SEC issuers] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards. (7) For the purpose of subsection (3) and paragraph (5)(b), the review report must be prepared and signed by a person or company authorized to sign a review report under the laws of a jurisdiction of Canada or a foreign jurisdiction, and that meets the professional standards of that jurisdiction. (8) If any of the financial statements referred to in subsection (1) are not accompanied by an auditor’s report or a review report prepared by a public accountant, the statements must include the following statement; “These financial statements were not audited or subject to a review by a public accountant, as permitted by securities legislation where an issuer has not raised more than a pre‑defined amount under prospectus exemptions.” Annual disclosure of use of proceeds 17(1) The financial statements of an issuer referred to in section 16 [Annual financial statements] and the financial statements required under section 4.1 [Comparative annual financial statements and audit] of National Instrument 51‑102 Continuous Disclosure Obligations must be accompanied by a notice that details, as at the date of the issuer’s most recently completed financial year, the use of the gross proceeds received by the issuer from a distribution made under the crowdfunding prospectus exemption. (2) An issuer is not required to provide the notice referred to in subsection (1) if (a) the issuer has disclosed in one or more prior notices the use of the entire gross proceeds from the distribution, or (b) the issuer is no longer required to deliver, and make available to purchasers, annual financial statements. 2092 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Notice of specified key events 18 In New Brunswick, Nova Scotia and Ontario, an issuer that is not a reporting issuer that distributes securities in reliance on the crowdfunding prospectus exemption must make reasonably available to each holder of a security acquired under the crowdfunding prospectus exemption, a notice in Form 45‑108F4 Notice of Specified Key Events of each of the following events within 10 days of their occurrence: (a) a discontinuation of the issuer’s business; (b) a change in the issuer’s industry; (c) a change of control of the issuer. Period of time for providing ongoing disclosure 19 The obligations of an issuer that is not a reporting issuer under section 16 [Annual financial statements] and, in New Brunswick, Nova Scotia and Ontario, under section 18 [Notice of specified key events] apply until the earliest of the following events: (a) the issuer becomes a reporting issuer; (b) the issuer has completed a winding up or dissolution; (c) the securities of the issuer are beneficially owned, directly or indirectly, by fewer than 51 security holders worldwide. Books and records 20 An issuer that is not a reporting issuer that distributes securities under the crowdfunding prospectus exemption must maintain the following books and records relating to the distribution for 8 years following the closing of the distribution: (a) the crowdfunding offering document and the materials referred to in subsection 12(1) [Additional distribution materials]; (b) the risk acknowledgement forms; (c) except in Ontario, confirmation and validation that the purchaser is an accredited investor if the acquisition cost is greater than $2,500; (d) in Ontario, the confirmation of investment limits forms; (e) the ongoing disclosure documents described in Division 2 [Ongoing disclosure requirements for non‑reporting issuers]; (f) the aggregate number of securities issued under the crowdfunding prospectus exemption, and the date of issuance and the price for each security; (g) the names of all security holders of the issuer and the number and the type of securities held by each security holder; (h) such other books and records as are necessary to record the business activities of the issuer and to comply with this Instrument. 2093 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 3 REQUIREMENTS FOR FUNDING PORTALS Division 1: Registration requirements, general Restricted dealer funding portal 21 A restricted dealer funding portal and a registered individual of the restricted dealer funding portal that distributes securities in reliance on the crowdfunding prospectus exemption must comply with all of the following: (a) the requirements in this section and in Division 2 [Registration requirements, funding portals] and Division 3 [Additional requirements, restricted dealer funding portal] of this Part; (b) the terms, conditions, restrictions and requirements applicable to a registered dealer and to a registered individual, respectively, including (i) National Instrument 31‑102 National Registration Database, (ii) National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, except for the following: (A) Division 2 of Part 3 [Education and experience requirements], except for subsection 3.4(2) [Proficiency ‑ initial and ongoing] and section 3.9 [Exempt market dealer ‑ dealing representative]; (B) section 6.2 [If IIROC approval is revoked or suspended]; (C) section 6.3 [If MFDA approval is revoked or suspended]; (D) Part 8 [Exemptions from the requirement to register]; (E) Part 9 [Membership in a self‑regulatory organization]; (F) paragraphs 11.5(2)(i), and (j) [General requirements for records]; (G) paragraphs 13.2(2)(c) and (d) and subsection 13.2(6) [Know your client]; (H) section 13.3 [Suitability]; (I) Division 3 of Part 13 [Referral arrangements], if the restricted dealer funding portal does not enter into a referral arrangement permitted under subsection 40(2) [Restriction on referral arrangements] of this Instrument; (J) section 13.13 [Disclosure when recommending the use of borrowed money]; (K) section 13.16 [Dispute resolution service]; (L) paragraphs 14.2(2)(i), (j), (k), (m), and (n) [Relationship disclosure information]; (M) Division 5 of Part 14 [Reporting to clients], except for section 14.12 [Content and delivery of trade confirmation], (iii) National Instrument 33‑105 Underwriting Conflicts, 2094 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (iv) National Instrument 33‑109 Registration Information, and (v) the requirement to pay fees under securities legislation; (c) the requirement to deal fairly, honestly and in good faith with purchasers; (d) any other terms, conditions, restrictions or requirements imposed by a securities regulatory authority or regulator on the restricted dealer funding portal or on a registered individual of the restricted dealer funding portal. Note: In Ontario, a number of requirements in National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations do not apply because similar requirements are contained in provisions of the Securities Act (Ontario). To the extent that (a) one or more requirements of National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations made applicable under section 21 [Restricted dealer funding portal] do not apply in Ontario, and (b) there is a similar requirement in the Securities Act (Ontario) that is referenced in a note in National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, a restricted dealer funding portal or a registered individual of the restricted dealer funding portal operating in Ontario is subject to the similar requirement referenced in the Securities Act (Ontario). Registered dealer funding portal 22 A registered dealer funding portal and a registered individual of the registered dealer funding portal that distributes securities in reliance on the crowdfunding prospectus exemption must comply with all of the following: (a) the requirements in this section and Division 2 [Registration requirements, funding portals] of this Part; (b) the terms, conditions, restrictions or requirements applicable to its registration category and to a registered individual, respectively, under securities legislation. Note: In Ontario, a number of requirements in National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations do not apply because similar requirements are contained in provisions of the Securities Act (Ontario). To the extent that (a) one or more requirements of National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations made applicable under section 22 [Registered dealer funding portal] do not apply in Ontario, and (b) there is a similar requirement in the Securities Act (Ontario) that is referenced in a note in National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, a registered dealer funding portal or a registered individual of the registered dealer funding portal operating in Ontario is subject to the similar requirement referenced in the Securities Act (Ontario). 2095 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Division 2: Registration requirements, funding portals Restricted dealing activities 23(1) A funding portal and a registered individual of the funding portal must not act as intermediaries in connection with a distribution of or trade in securities of an eligible crowdfunding issuer that is a related issuer of the funding portal. (2) For the purposes of subsection (1), an issuer is not a related issuer where a funding portal, an affiliate of the funding portal, or any officer, director, significant shareholder, promoter or control person of the funding portal or of any affiliate of the funding portal, has beneficial ownership of, or control or direction over, issued and outstanding voting securities of the issuer, or securities convertible into voting securities of the issuer that alone or together constitute 10 percent or less of the outstanding voting securities of the issuer. Advertising and general solicitation 24(1) A funding portal must not, directly or indirectly, advertise a distribution or solicit purchasers under the crowdfunding prospectus exemption. (2) A funding portal may only make available to purchasers the crowdfunding offering document and the materials under section 12 [Additional distribution materials]. (3) A funding portal must ensure that the information about an eligible crowdfunding issuer and a distribution of eligible securities of the issuer is presented or displayed on its online platform in a fair, balanced and reasonable manner. Access to funding portal 25(1) Prior to allowing an eligible crowdfunding issuer to access the funding portal for the purposes of posting a distribution, a funding portal must (a) enter into an issuer access agreement with the issuer, (b) obtain a personal information form from each director, executive officer and promoter of the issuer, and (c) conduct or arrange for the following: (i) backgrounds checks on the issuer; (ii) criminal record and background checks on each individual referred to in paragraph (b). (2) In respect of each individual who becomes a director, executive officer or promoter of the issuer during the distribution period, the funding portal must (a) obtain a personal information form, and (b) conduct or arrange for criminal record and background checks to be conducted. 2096 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Issuer access agreement 26 The issuer access agreement referred to in paragraph 25(1)(a) [Access to funding portal] must include all of the following: (a) confirmation that the issuer will comply with the funding portal’s policies and procedures concerning information posted by issuers on the funding portal’s online platform; (b) confirmation that the information that the issuer provides to the funding portal or posts on the funding portal’s online platform will only contain permitted materials that are reasonably supported, and will not contain a promotional statement, a misrepresentation or an untrue statement of a material fact or otherwise be misleading; (c) confirmation from each of the issuer and the funding portal that each is responsible for compliance with applicable securities legislation, including compliance with this Instrument; (d) a requirement that the funding portal must terminate any distribution and report immediately to the securities regulatory authority or regulator if, at any time during the distribution period, it appears to the funding portal that the business of the issuer is not being, or may not be, conducted with integrity; (e) in Ontario, confirmation that the funding portal is the agent of the issuer for the purposes of a distribution under the crowdfunding prospectus exemption. Obligation to review materials of eligible crowdfunding issuer 27(1) A funding portal is required to review the crowdfunding offering document, the materials referred to in subsection 12(1) [Additional distribution materials], the personal information forms, the results of the criminal record and background checks, and any other information about an issuer or a distribution made available to the funding portal or of which the funding portal is aware. (2) If it appears to the funding portal that, based upon its review of the information and materials in subsection (1), the disclosure in the crowdfunding offering document and other materials referred to in subsection 12(1) [Additional distribution materials] is incorrect, incomplete or misleading, the funding portal must require that the issuer correct, complete or clarify the incorrect, incomplete or misleading disclosure prior to its posting on the funding portal’s online platform. 2097 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Denial of issuer access and termination 28(1) The funding portal must not allow an issuer access to its online platform for the purposes of a distribution under the crowdfunding prospectus exemption if (a) after reviewing the information about the issuer or the distribution made available to the funding portal or of which the funding portal is aware, the funding portal makes a good faith determination that (i) the business of the issuer may not be conducted with integrity because of the past conduct of (A) the issuer, or (B) any of the issuer’s directors, executive officers, or promoters, (ii) the issuer is not complying with one or more of its obligations under this Instrument, or (iii) the crowdfunding offering document or the materials referred to in subsection 12(1) [Additional distribution materials] contain a statement or information that constitutes a misrepresentation or an untrue statement of a material fact and the issuer has not corrected the statement or information as requested by the funding portal under section 27 [Obligation to review materials of eligible crowdfunding issuer], or (b) the issuer or any of its directors, executive officers or promoters has pled guilty to or has been found guilty of an offence related to or has entered into a settlement agreement in a matter that involved fraud, or securities violations. (2) A funding portal must terminate a distribution if, at any time during the distribution period, it appears to the funding portal that the business of the issuer is not being, or may not be, conducted with integrity. Return of funds 29 A funding portal must promptly return to the purchaser all funds or assets received from a purchaser in connection with a distribution under the crowdfunding prospectus exemption if any of the following apply: (a) the purchaser exercises its right of withdrawal; (b) the requirements set out in section 6 [Conditions for closing of the distribution] are not met; (c) the issuer withdraws the distribution; (d) the distribution is otherwise terminated. 2098 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Notifications 30 If an amended crowdfunding offering document has been made available to purchasers under paragraph 7(3)(b) [Certificates], the funding portal must notify each purchaser that entered into an agreement to purchase securities prior to the amended crowdfunding offering document being made available that an amended crowdfunding offering document and, if applicable, other materials referred to in subsection 12(1) [Additional distribution materials] have been made available on the funding portal’s online platform. Removal of distribution materials 31 A funding portal must remove a crowdfunding offering document and the materials referred to in subsection 12(1) [Additional distribution materials] on the earliest of the following: (a) the end of the distribution period; (b) the withdrawal of the distribution; (c) the date on which the funding portal becomes aware that the crowdfunding offering document or the materials may contain a statement or information that is false, deceptive, misleading or that may constitute a misrepresentation or untrue statement of a material fact. Monitoring purchaser communications 32 If a funding portal establishes an online communication channel through which purchasers may communicate with one another and with the eligible crowdfunding issuer about a distribution, the funding portal must monitor postings and remove any statement by, or information from, the issuer that is inconsistent with the crowdfunding offering document or is not in compliance with this Instrument. Online platform acknowledgement 33 Prior to allowing a person or company entry to its online platform, a funding portal must require the person or company to acknowledge all of the following: (a) that a distribution posted on the funding portal’s online platform (i) has not been reviewed or approved in any way by a securities regulatory authority or regulator, and (ii) is risky and may result in the loss of all or most of an investment; (b) that the person or company may receive limited ongoing information about an issuer or an investment made through the funding portal; (c) that the person or company is entering an online platform operated by a funding portal that (i) is registered in the category of restricted dealer subject to the terms and conditions of this Instrument, and will not provide advice about the suitability of the purchase of the security, or (ii) is registered in the category of investment dealer or exempt market dealer, and is required to provide advice about the suitability of the purchase of the security. 2099 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Purchaser requirements prior to purchase 34 Prior to a purchaser entering into an agreement to purchase securities under the crowdfunding prospectus exemption, a funding portal must (a) obtain from the purchaser a risk acknowledgement form where the purchaser positively confirms having read and understood the risk warnings and the information in the crowdfunding offering document, (b) except in Ontario, confirm and validate that the purchaser is an accredited investor if the acquisition cost is greater than $2,500, and (c) in Ontario, obtain from the purchaser, and validate, a confirmation of investment limits form. Required online platform disclosure 35 A funding portal must include on its online platform prominent disclosure of all compensation, including fees, costs and other expenses that the funding portal may charge to, or impose on, an eligible crowdfunding issuer or a purchaser, and any such other disclosure that may be required under securities legislation. Delivery to the issuer 36 On or before the closing of a distribution, the funding portal must deliver to the issuer the following: (a) the purchase agreement entered into between the issuer and the purchaser; (b) a risk acknowledgement form from the purchaser where the purchaser positively confirms having read and understood the risk warnings and the information in the crowdfunding offering document; (c) except in Ontario, confirmation and validation that the purchaser is an accredited investor, if the acquisition cost is greater than $2,500; (d) in Ontario, a confirmation of investment limits form for the purchaser. Release of funds 37 A funding portal must not release the funds raised under the distribution to the eligible crowdfunding issuer unless the requirements set out in section 6 [Conditions for closing of the distribution] have been met. Reporting requirements 38(1) A funding portal must immediately notify the securities regulatory authority or regulator in writing if, at any time during the distribution period, the funding portal terminates a distribution pursuant to subsection 28(2) [Denial of issuer access and termination]. (2) A funding portal must deliver to the securities regulatory authority or regulator, in a format acceptable to the securities regulatory authority or regulator, within 30 days of the end of the second and fourth quarters of its financial year, a report containing the following information for the immediately preceding two quarters: (a) each distribution through the funding portal, including the name of the issuer, the type of security, the amount of the distribution, the industry of the issuer and the number of purchasers participating in the distribution; 2100 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the name and industry of each issuer denied access to the funding portal and the reason for the denial; (c) the name and industry of each issuer (i) that was granted access to the funding portal but the distribution did not close and the reason the distribution did not close, or (ii) that was granted access to the funding portal but was subsequently removed from the funding portal and the reason for removal; (d) such other information as a securities regulatory authority or regulator may reasonably request. Division 3: Additional requirements, restricted dealer funding portal Prohibition on providing recommendations or advice 39 A restricted dealer funding portal and a registered individual of the restricted dealer funding portal must not, directly or indirectly, provide a recommendation or advice to a purchaser (a) to purchase securities under the crowdfunding prospectus exemption or in connection with any other trade in a security, or (b) to use borrowed money to finance any part of a purchase of securities under the crowdfunding prospectus exemption or in connection with any other trade in a security. Restriction on referral arrangements 40(1) A restricted dealer funding portal must not participate in a referral arrangement. (2) Despite subsection (1), a funding portal may compensate a third party for referring an issuer to the funding portal. Permitted dealing activities 41 A restricted dealer funding portal and a registered individual of the restricted dealer funding portal may only act as intermediaries in connection with (a) a distribution of securities made in reliance on the crowdfunding prospectus exemption, and (b) except in Ontario, a distribution of securities made in reliance on a start‑up crowdfunding registration and prospectus exemptive relief order granted by a securities regulatory authority or regulator, provided that the restricted dealer funding portal and a registered individual of the restricted dealer funding portal are in compliance with the terms, conditions, restrictions and requirements in this Instrument. 2101 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Chief compliance officer 42 A restricted dealer funding portal must not designate an individual as its chief compliance officer under section 11.3 [Designating a chief compliance officer] of National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations unless the individual has (a) passed the Exempt Market Products Exam or the Canadian Securities Course Exam, (b) passed the PDO Exam or the Chief Compliance Officers Qualifying Exam, and (c) gained 12 months of experience and training that a reasonable person would consider necessary to perform the functions of a chief compliance officer for a restricted dealer funding portal. Proficiency 43(1) A restricted dealer funding portal must not permit an individual to perform an activity in connection with a distribution under the crowdfunding prospectus exemption unless the individual has the education, training and experience, which may include appropriate registration, that a reasonable person would consider necessary to perform the activity competently, including understanding the structure, features and risks of the distribution. (2) For the purposes of subsection (1), the obligation to understand the structure, features and risks of the distribution does not include any obligation to assess (a) the merits or expected returns of the investment to purchasers, or (b) the commercial viability of the proposed business or distribution. PART 4 EXEMPTION Exemption 44(1) Subject to subsection (2), the securities regulatory authority or regulator may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant an exemption. (3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14‑101 Definitions opposite the name of the local jurisdiction. PART 5 COMING INTO FORCE Effective date 45 This Instrument comes into force on the day it is filed with the Registrar of Regulations. 2102 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Appendix A Signing Requirements for Certificate of a Crowdfunding Offering Document (Section 7) 1 If the eligible crowdfunding issuer is a company, a certificate under paragraph 7(1)(b) [Certificates] of the Instrument complies with this section if it is signed (a) by the issuer’s chief executive officer and chief financial officer or, if the issuer does not have a chief executive officer or chief financial officer, an individual acting in that capacity, (b) on behalf of the directors of the issuer, by (i) any 2 directors who are authorized to sign, other than the persons referred to in paragraph (a), or (ii) all the directors of the issuer, and (c) by each promoter of the issuer. 2 If the eligible crowdfunding issuer is a trust, a certificate under paragraph 7(1) (b) [Certificates] of the Instrument complies with this section if it is signed by (a) the individuals who perform functions for the issuer similar to those performed by the chief executive officer and the chief financial officer of a company, and (b) each trustee and the manager of the issuer. 3 A certificate under paragraph 7(1)(b) [Certificates] of the Instrument complies with this section (a) if a trustee or manager signing the certificate is an individual, the individual signs the certificate, (b) if a trustee or manager signing the certificate is a company, the certificate is signed (i) by the chief executive officer and the chief financial officer of the trustee or the manager, and (ii) on behalf of the board of directors of the trustee or the manager, by (A) any two directors of the trustee or the manager, other than the persons referred to in subparagraph (i), or (B) all of the directors of the trustee or the manager, (c) if a trustee or manager signing the certificate is a limited partnership, the certificate is signed by each general partner of the limited partnership as described in section 5 in relation to an eligible crowdfunding issuer that is a limited partnership, or (d) in any other case, the certificate is signed by any person with authority to act on behalf of the trustee or the manager. 2103 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4 Despite sections 2 and 3, if the trustees of an eligible crowdfunding issuer, do not perform functions for the issuer similar to those performed by the directors of a company, the trustees are not required to sign the certificate of the issuer if at least two individuals who perform functions for the issuer similar to those performed by the directors of a company sign the certificate. 5 If the eligible crowdfunding issuer is a limited partnership, a certificate under paragraph 7(1)(b) [Certificates] of the Instrument complies with this section if it is signed by (a) each individual who performs a function for the issuer similar to any of those performed by the chief executive officer or the chief financial officer of a company, and (b) each general partner of the issuer. 6 A certificate under paragraph 7(1)(b) [Certificates] of the Instrument complies with this section (a) if a general partner of the eligible crowdfunding issuer is an individual, the individual signs the certificate, (b) if a general partner of the eligible crowdfunding issuer is a company, the certificate is signed (i) by the chief executive officer and the chief financial officer of the general partner, and (ii) on behalf of the board of directors of the general partner, by (A) any two directors of the general partner, other than the persons referred to in subparagraph (i), or (B) all of the directors of the general partner, (c) if a general partner of the eligible crowdfunding issuer is a limited partnership, the certificate is signed by each general partner of the limited partnership and, for greater certainty, this section applies to each general partner required to sign, (d) if a general partner of the eligible crowdfunding issuer is a trust, the certificate is signed by the trustees of the general partner as described in section 2 in relation to an issuer that is a trust, or (e) in any other case where there is a general partner of the eligible crowdfunding issuer, the certificate is signed by any person with authority to act on behalf of the general partner. 7 If an eligible crowdfunding issuer is not a company, trust or limited partnership, a certificate under paragraph 7(1)(b) [Certificates] of the Instrument complies with this section if it is signed by the persons that, in relation to the issuer, are in a similar position or perform a similar function to any of the persons referred to in section 1, 2, 3, 4, 5 or 6. 2104 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Form 45‑108F1 Crowdfunding Offering Document Instructions This Form contains the disclosure items that an eligible crowdfunding issuer offering securities under the crowdfunding prospectus exemption (the issuer) must include in a crowdfunding offering document. If any disclosure item is not applicable, include the relevant heading and state “Not applicable” under it. Use plain language and focus on relevant information that would assist purchasers in making an investment decision. Use tables, charts and other graphic methods of presenting information if this will make the information easier to understand. The information should be balanced and not promotional in nature. A longer document is not necessarily a better document. Do not disclose forward‑looking information unless there is a reasonable basis for the forward‑looking information. If material forward‑looking information is disclosed, it must be accompanied by disclosure that identifies the forward‑looking information as such, and cautions that actual results may vary from the forward‑looking information. An example of forward‑looking information would be an estimate of the timeline to complete a project. If this crowdfunding offering document is amended and restated, the document that is made available to purchasers must be labelled as an amended and restated crowdfunding offering document. This crowdfunding offering document is divided into the following 11 items: ITEM 1 – Warning to purchasers ITEM 2 – Brief overview of the issuer ITEM 3 – Brief overview of the issuer’s business ITEM 4 – What you need to know about the issuer’s management ITEM 5 – What you need to know about the distribution ITEM 6 – What you need to know about the issuer ITEM 7 – What you need to know about the funding portal ITEM 8 – What you need to know about your rights ITEM 9 – Other relevant information ITEM 10 – Documents incorporated by reference in this crowdfunding offering document ITEM 11 – Certificate ITEM 1 – WARNING TO PURCHASERS Include the following statement, in bold type: “No securities regulatory authority or regulator has assessed, reviewed or approved the merits of these securities or reviewed this crowdfunding offering document. Any representation to the contrary is an offence. This is a risky investment.” 2105 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 ITEM 2 – BRIEF OVERVIEW OF THE ISSUER 2.1 – Issuer information Provide the following information in the table below: Full legal name of issuer Legal status (form of entity and date and jurisdiction of organization) Articles of incorporation, limited partnership agreement or similar document, and shareholder agreement, available at:

Head office address of issuer Telephone Fax Website URL Link(s) to access video(s) relating to this offering (see instruction 1 below) Jurisdictions of Canada where the issuer is a reporting issuer (see instruction 2 below) Instructions: 1. A video may only be made available on the funding portal’s online platform. 2. Disclose each jurisdiction of Canada where the issuer is a reporting issuer. If the issuer is not a reporting issuer, disclose that fact. 2.2 – Issuer contact person Provide the following information for a contact person at the issuer who is able to answer questions from a purchaser or a securities regulatory authority or regulator: Full legal name of the contact person Position held at the issuer Business address Business telephone number Business email address ITEM 3 – BRIEF OVERVIEW OF THE ISSUER’S BUSINESS Briefly explain, in a few lines, the issuer’s business and why the issuer is raising funds. Include the following statement, in bold type: “A more detailed description of the issuer’s business is provided below.” 2106 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) ITEM 4 – WHAT YOU NEED TO KNOW ABOUT THE ISSUER’S MANAGEMENT Provide the required information in the following table for each executive officer, director, promoter and control person of the issuer. Instruction: An executive officer is an individual who is: (a) a chair, vice‑chair or president; (b) a chief executive officer or chief financial officer; (c) a vice‑president in charge of a principal business unit, division or function including sales, finance or production; or (d) performing a policy‑making function in respect of the issuer. Full legal Principal Expertise, Percentage Number name occupation for education, and of time the and type of City, prov/ the last five experience person spends/ securities of state and years that is will spend on the issuer country of relevant to the issuer’s owned, residence the issuer’s business (if directly or Position at business less than full indirectly issuer time) Date securities were acquired and price paid for securities % of the issuer’s issued and outstanding securities as of the date of this crowdfunding offering document State whether each person listed in item 4 or the issuer, as the case may be (a) has ever pled guilty to or been found guilty of: (i) a summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C‑46) of Canada; (ii) a quasi‑criminal offence in any jurisdiction of Canada or a foreign jurisdiction; (iii) a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein; (iv) an offence under the criminal legislation of any other foreign jurisdiction, 2107 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self‑regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity, (c) is or has been the subject of a bankruptcy or insolvency proceeding in the last ten years, and/or (d) is an executive officer, director, promoter or control person of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above. ITEM 5 – WHAT YOU NEED TO KNOW ABOUT THE DISTRIBUTION 5.1 – Distribution information Provide the following information in the table below: Type of securities being distributed Price per security $ Description of any additional rewards or benefits that are not securities (see instruction 1 below) Start of distribution period End of distribution period Date and description of amendment(s) made to this crowdfunding offering document, if any Jurisdiction(s) where securities are being distributed Expected proceeds of this distribution $ (see instruction 2 below) Minimum subscription per purchaser, $ if applicable Instructions: 1. Include the following statement, in bold type as a footnote to the table if the issuer is offering any rewards or benefits: “The disclosure of additional rewards and benefits that are not securities is for information purposes only. A purchaser is cautioned that any rights applicable to a purchaser as result of an offering of rewards or benefits that are not securities are outside the jurisdiction of securities legislation.” 2. The amount disclosed must be the same as the amount in Row A in the table under Proceeds to be raised in item 5.2. 2108 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 5.2 – Aggregate proceeds Insert the relevant dollar amount and include the following statement, in bold type: The issuer requires aggregate minimum proceeds of $ _______________to accomplish the business objectives described below. Provide the following information in the tables below: Proceeds to be raised A. Expected proceeds of this distribution $ B. Proceeds expected to be received from concurrent $ distributions, if any, that will be unconditionally available to the issuer at the time of closing of the distribution (see instruction 1 below) C. Aggregate minimum proceeds C = (A+B) (see $ instruction 2 below) D. Maximum amount the issuer wants to raise $ Instructions: 1. The amount disclosed in Row B should reconcile to the information provided in item 5.3. 2. The amount disclosed in Row C must be the same as the amount disclosed in the statement at the beginning of this item. Use of proceeds Description of expenses Assuming Assuming aggregate maximum minimum amount proceeds raised, if applicable A. Fees to be paid to funding portal $ $ (see instructions 1 and 2 below) B. Other expenses of this distribution $ $ (see instruction 3 below) C. Funds to accomplish business objectives $ $ (see instruction 4) D. Total (see instruction 5) $ $ Instructions: 1. Describe the fees (e.g., commission, arranging fee or other fee) that the funding portal is charging for its services. Describe each type of fee and the estimated amount to be paid for each type. If a commission is being paid, indicate the percentage that the commission will represent of the gross proceeds of the distribution. 2. Disclose the estimated number and value of the issuer’s securities to be issued, if any, in consideration for all or a portion of the portal’s fees. 2109 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 3. State the nature of each expense (e.g. legal, accounting, audit) and the estimated amount of the expense. 4. State the business objectives the issuer expects to accomplish using the proceeds to be raised, assuming: (i) the aggregate minimum proceeds are raised; and (ii) if applicable, the maximum amount is raised. Describe each business objective and state the estimated time period for the objective to be accomplished and the costs related to accomplishing it. Each business objective must be included in a separate row in the table. 5. The total dollar amount of the proceeds to be raised must be accounted for in the table. The amount disclosed in Row D under the column Assuming aggregate minimum proceeds must be the same as the amount in Row C in the table under Proceeds to be raised in this item. The amount disclosed in Row D under the column Assuming maximum amount raised, if applicable must be the same as the amount in Row D in the table under Proceeds to be raised in this item. Business Acquisition If any of the proceeds will be used by the issuer to acquire, invest in, or merge with a business, disclose, for that business, the information required by items 3 and 6.3, together with other relevant information. 5.3 – Concurrent distributions If the proceeds of a concurrent distribution will be unconditionally available to the issuer at the time of closing of the distribution, provide the following information for each distribution by any member of the issuer group that is intended to be conducted, at least in part, during the distribution period: (a) type of securities being distributed in concurrent distribution; (b) proposed size of concurrent distribution; (c) proposed closing date of concurrent distribution; (d) price and terms of securities to be distributed in concurrent distribution. Instruction: If during the course of this distribution: (i) there is any change in the size, type of security, price per security, or other terms and conditions in a concurrent distribution being made by the issuer; (ii) there is any change in the amount of proceeds proposed to be received by the issuer from a concurrent distribution being made by a member of the issuer group, other than the issuer; or (iii) a new distribution is commenced by any member of the issuer group where the proceeds of the distribution will be unconditionally available to the issuer, this crowdfunding offering document must be amended to reflect this development. 5.4 – Description of securities distributed and relevant rights This security gives you the following rights (choose all that apply): Voting rights; Interest or dividends; Redemption rights; Rights on dissolution; Conversion rights: Each security is convertible into ___________________ ; Other (describe) ___________________________________________________ . 2110 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Provide a description of any right to receive interest or dividends. Other rights or obligations State whether purchasers will have protections such as tag‑along or pre‑emptive rights. If no such rights will be provided or are minimal in nature, explain: (a) the risks associated with being a minority security holder; (b) that the absence of such rights affects the value of the securities. Any other restrictions or conditions Provide a brief summary of any other restrictions or conditions that attach to the securities being distributed. Dilution Include the following statement: “Your percentage of ownership in this issuer may be reduced significantly due to a number of factors beyond your control, such as the rights and characteristics of other securities already issued by the issuer, future issuances of securities by the issuer, and potential changes to the capital structure and/or control of the issuer.” 5.5 – Other crowdfunding distributions For any crowdfunding distribution in which the issuer or an executive officer, director, promoter or control person of the issuer has been involved in the past five years, provide the information below: For crowdfunding distributions that were started but the issuer did not receive any funds: (a) the full legal name of the issuer that made the distribution; (b) the date the distribution was discontinued. For closed crowdfunding distributions: (a) the full legal name of the issuer that made the distribution; (b) the date that the distribution commenced and the date it closed; (c) the name and website address of the funding portal through which the distribution was made; (d) the amount raised; (e) the intended use of proceeds stated in the relevant crowdfunding offering document and the actual use of proceeds. This information must be provided for each person that has been involved in a crowdfunding distribution in the past five years, whether with the issuer, or with another issuer. 2111 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 ITEM 6 – WHAT YOU NEED TO KNOW ABOUT THE ISSUER 6.1 – Issuer’s business Indicate which statement(s) best describe the issuer’s operations (select all that apply): has never conducted operations; is in the development stage; is currently conducting operations; has shown profit in the last financial year. Briefly describe: (a) the nature of the issuer’s product(s) or service(s); (b) the industry in which the issuer operates; (c) the issuer’s long term business objectives; (d) the issuer’s assets and whether those assets are owned or leased. 6.2 – Related party relationships and transactions For purposes of this item, a control person is a person or company that controls, directly or indirectly, more than 20% of the issuer’s voting securities prior to the closing of this distribution. Family relationships Are there any family relationships between any executive officers, Y N directors, promoters or control persons? If yes, describe the nature of each relationship. Proceeds to be raised Will the issuer use any of the proceeds to be raised to: l acquire assets or services from an executive officer, director, Y N promoter or control person, or an associate of any of them? l loan money to any executive officer, director, promoter or Y N control person, or an associate of any of them? l reimburse any executive officer, director, promoter or control Y N person, or an associate of any of them, for assets previously acquired, services previously rendered, monies previously loaned or advanced, or for any other reason? If the answer to any of the above is “yes”, disclose the relationship between each person and the issuer and the principal terms of each transaction. If assets were acquired from a person, disclose the cost of the asset to the issuer and the method used to determine this cost. Disclose for each person who has been involved in more than one related party transaction, their relationship with the issuer and which of the transactions they have been involved with. 2112 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 6.3 – Principal risks facing the business Disclose the risks facing the issuer’s business that could result in a purchaser losing the value of the purchaser’s investment. Only those risks that are highly significant to the business should be disclosed. The risks should be disclosed in order of most to least significant. In addition to disclosing the principal risks in this crowdfunding offering document, reporting issuers may incorporate by reference the risk disclosure in their continuous disclosure documents (for example, their annual information form or management discussion & analysis). Instruction: Explain the risks of investing in the issuer for the purchaser in a meaningful way, avoiding overly general or “boilerplate” disclosure. Disclose both the risk and the factual basis for it. Risks can relate to the issuer’s business, its industry, its clients, etc. Litigation Disclose any litigation or administrative action that has had or is likely to have a material effect on the issuer’s business. Include information not only about present pending litigation or administrative actions, but also past concluded litigation or administrative actions, and potential future claims of which the issuer is aware. Disclose the name of the court, agency or tribunal where the proceeding is pending, a description of the facts underlying the claim and the relief sought, or any information known to the issuer about pending litigation or administrative actions. 6.4 – Financial information If the issuer is a non‑reporting issuer, include the following statement, in bold type: “The issuer’s financial statements have not been provided to or reviewed by a securities regulatory authority or regulator.” Fiscal year end Month and Day: ___________________ See Schedule A Crowdfunding Offering Document ‑ Financial Statement Requirements to determine which financial statements must be attached to this crowdfunding offering document. 6.5 – Ongoing disclosure Briefly describe how the issuer intends to communicate with purchasers. Reporting issuer If the issuer is a reporting issuer, state that the issuer is subject to reporting obligations under securities legislation and explain how a purchaser can access the issuer’s continuous disclosure documents. 2113 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Non‑reporting issuer If the issuer is a non‑reporting issuer: (a) state that the issuer has limited disclosure obligations under securities legislation and that the issuer is required to provide only annual financial statements and annual disclosure regarding use of proceeds; (b) state the nature and frequency of any other disclosure the issuer intends to provide to purchasers; (c) explain how purchasers can access the disclosure documents referred to in paragraphs (a) and (b). In New Brunswick, Nova Scotia and Ontario, a non‑reporting issuer must make available to each holder of a security acquired under the crowdfunding prospectus exemption, within 10 days of their occurrence, a notice of each of the following events: (a) a discontinuation of the issuer’s business; (b) a change in the issuer’s industry; (c) a change of control of the issuer. 6.6 – Capital structure Disclose the following information: (a) the issuer’s capital structure, including the terms and conditions of any other securities that are issued and outstanding as at the date of this crowdfunding offering document and the amount(s) that were paid for the securities; (b) using the calculation outlined below, the percentage of the issuer’s outstanding securities that the securities being distributed will represent on the closing of the distribution: A = % A + B A – Number of securities being distributed under this distribution B – Number of issued and outstanding securities as of the date of this crowdfunding offering document Instruction: If the issuer has more than one class of outstanding securities, the calculation should be based only on the class of securities that is being distributed. If the securities being distributed are non‑convertible debt securities, the calculation should be based on the face value of the debt securities; (c) the total number of securities reserved or subject to issuance under outstanding options, warrants or rights, the amount(s) that were paid for the securities, and the terms and conditions of those instruments. 2114 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 6.7 – Connected issuers If the issuer is a connected issuer to a funding portal, include the disclosure required by Appendix C to National Instrument 33‑105 Underwriting Conflicts (NI 33‑105). Instruction: The definition of “connected issuer” is provided in NI 33‑105. 6.8 – Management compensation Reporting issuer If the issuer is a reporting issuer, incorporate by reference the disclosure provided for purposes of item 3 of Form 51‑102F6 Statement of Executive Compensation (Form 51‑102F6) and other information disclosed in the issuer’s Form 51‑102F6 as needed. Non‑reporting issuer If the issuer is a non‑reporting issuer, provide the following information in the format set out below for each director and the three most highly compensated executive officers (or all executive officers if there are fewer than three): Name of person and Total compensation paid to that Total compensation expected to be position at issuer person during the 12 month period paid to that person during the 12 preceding commencement of this month period following closing of distribution this distribution Other Other Cash ($) Cash ($) Compensation Compensation Instruction: Describe any non‑cash compensation and how it was valued. 6.9 – Mining issuer disclosure If the issuer is a mining issuer, state that the issuer is subject to the requirements of National Instrument 43‑101 Standards of Disclosure for Mineral Projects (NI 43‑101). Instruction: Note that NI 43‑101 applies to all issuers, including non‑reporting issuers. ITEM 7 – WHAT YOU NEED TO KNOW ABOUT THE FUNDING PORTAL State that the issuer is using the services of a funding portal to offer its securities and provide the contact information of the funding portal below: Full legal name of the funding portal Full website address of the funding portal Business email address of the funding portal Full legal name of the Chief Compliance Officer Full legal name of the contact person Business address Business telephone number 2115 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Include the following statement: “A purchaser can check if the funding portal is operated by a registered dealer at the following website: www.aretheyregistered.ca” ITEM 8 – WHAT YOU NEED TO KNOW ABOUT YOUR RIGHTS Reporting issuer If the issuer is a reporting issuer, state that a purchaser has the following contractual rights in connection with the purchase of securities: (a) if the securities legislation of the jurisdiction in which the purchaser resides does not provide a comparable right, a right of action for damages or rescission if this crowdfunding offering document, or any document or video made available to a purchaser in addition to this crowdfunding offering document, contains a misrepresentation, and (b) if the securities legislation of the jurisdiction in which the purchaser resides does not provide a comparable right, a right to withdraw from an agreement to purchase securities distributed under this crowdfunding offering document by delivering a notice to the funding portal within 48 hours after the date of subscription. Non‑reporting issuer If the issuer is a non‑reporting issuer, state that a purchaser has the following contractual rights in connection with the purchase of securities: (a) a right of action for damages or rescission if this crowdfunding offering document, or any document or video made available to a purchaser in addition to this crowdfunding offering document, contains an untrue statement of a material fact, and (b) if the securities legislation of the jurisdiction in which the purchaser resides does not provide a comparable right, a right to withdraw from an agreement to purchase securities distributed under this crowdfunding offering document by delivering a notice to the funding portal within 48 hours after the date of subscription. Disclose how a purchaser can find more information about these rights and how to exercise them. The disclosure should include who a purchaser needs to contact, how a purchaser can contact that person and the deadline for a purchaser to do so in order to exercise their rights. The issuer may choose to include a link to the relevant portion of the funding portal’s website. ITEM 9 – OTHER RELEVANT INFORMATION State any other facts that would likely be important to a purchaser purchasing securities under this crowdfunding offering document. 2116 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) ITEM 10 – DOCUMENTS INCORPORATED BY REFERENCE IN THIS CROWDFUNDING OFFERING DOCUMENT If the issuer is a reporting issuer, include the following disclosure and provide the required information in the table below: Information has been incorporated by reference into this crowdfunding offering document from documents listed in the table below, which have been filed with the securities regulatory authorities or regulators in Canada. The documents incorporated by reference are available for viewing on the SEDAR+ website at www.sedarplus.com. Documents listed in the table and information provided in those documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement in this crowdfunding offering document or in any other subsequently filed document that is also incorporated by reference in this crowdfunding offering document. Description of document (in the case of material Date of document change reports, provide a brief description of the nature of the material change) ITEM 11 – CERTIFICATE 11.1 – Insert the date of this crowdfunding offering document and the date it was made available to purchasers through the funding portal and include the following statement, in bold type: For reporting issuers: “This crowdfunding offering document does not contain a misrepresentation. Purchasers of securities have a right of action in the case of a misrepresentation.” For non‑reporting issuers: “This crowdfunding offering document does not contain an untrue statement of a material fact. Purchasers of securities have a right of action in the case of an untrue statement of a material fact.” 11.2 – For both reporting and non‑reporting issuers, provide the signature, date of the signature, name and position of each individual certifying this crowdfunding offering document. 11.3 – If this crowdfunding offering document is signed electronically, include the following statement for each individual certifying the document, in bold type: “I acknowledge that I am signing this crowdfunding offering document electronically and agree that this is the legal equivalent of my handwritten signature. I will not at any time in the future claim that my electronic signature is not legally binding.” Instruction: See Appendix A of Multilateral Instrument 45‑108 Crowdfunding to determine who is required to certify this crowdfunding offering document. 2117 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Securities regulatory authorities and regulators of the participating jurisdictions: Manitoba The Manitoba Securities Commission 500 ‑ 400 St Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: 204‑945‑2548 Toll free in Manitoba: 1‑800‑655‑2548 Fax: 204‑945‑0330 E‑mail: exemptions.msc@gov.mb.ca www.msc.gov.mb.ca New Brunswick Financial and Consumer Services Commission 85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Toll free: 1‑866‑933‑2222 Fax: 506‑658‑3059 E‑mail: info@fcnb.ca www.fcnb.ca Nova Scotia Nova Scotia Securities Commission Suite 400, 5251 Duke Street Halifax, Nova Scotia B3J 1P3 Telephone: 902‑424‑7768 Toll free in Nova Scotia: 1‑855‑424‑2499 Fax: 902‑424‑4625 E‑mail: nssc.crowdfunding@novascotia.ca www.nssc.gov.ns.ca Ontario Ontario Securities Commission 20 Queen Street West, 22nd Floor Toronto, Ontario M5H 3S8 Telephone: 416‑593‑8314 Toll‑free (North America): 1‑877‑785‑1555 Fax: 416‑593‑8122 E‑mail: inquiries@osc.gov.on.ca www.osc.gov.on.ca Québec Autorité des marchés financiers Direction du financement des sociétés 800, rue du Square‑Victoria, 22nd floor P.O. Box 246, tour de la Bourse Montréal, Québec H4Z 1G3 Telephone: 514‑395‑0337 Toll free in Québec: 1‑877‑525‑0337 Fax: 514‑873‑3090 E‑mail: financement‑participatif@lautorite.qc.ca www.lautorite.qc.ca Saskatchewan Financial and Consumer Affairs Authority of Saskatchewan Securities Division Suite 601 ‑ 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: 306‑787‑5646 Fax: 306‑787‑5899 E‑mail: exemptions@gov.sk.ca www.fcaa.gov.sk.ca 2118 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Schedule A Crowdfunding Offering Document Financial Statement Requirements 1. In this schedule “Canadian Financial Statement Review Standards” means standards for the review of financial statements by a public accountant determined with reference to the Handbook; “SEC issuer” means an SEC issuer as defined in National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards; “U.S. AICPA Financial Statement Review Standards” means the standards of the American Institute of Certified Public Accountants for a review of financial statements by a public accountant, as amended from time to time. Reporting issuer 2. If the issuer is a reporting issuer, attach as an appendix to this crowdfunding offering document (a) the most recent annual financial statements the issuer has filed with the securities regulatory authority or regulator, and (b) the most recent interim financial report the issuer has filed with the securities regulatory authority or regulator for an interim period that is subsequent to the financial year covered by the annual financial statements referred to in paragraph (a). Non‑reporting issuer 3. If the issuer is not a reporting issuer (a) Attach as an appendix to this crowdfunding offering document the financial statements listed in paragraphs 4.1(1)(a), (b), (c) and (e) [Comparative annual financial statements and audit] of National Instrument 51‑102 Continuous Disclosure Obligations. (b) Despite paragraph (a), if the issuer has not completed a financial year, attach as an appendix to this crowdfunding offering document financial statements that include (i) a statement of comprehensive income, a statement of changes in equity, and a statement of cash flows for the period from the date of the formation of the issuer to a date not more than 90 days before the date of this crowdfunding offering document, (ii) a statement of financial position as at the end of the period referred to in subparagraph (i), and (iii) notes to the financial statements. (c) The financial statements referred to in paragraphs (a) and (b), and any other financial statements that are attached as an appendix to this crowdfunding offering document, must (i) be approved by management and be accompanied by A. a review report or auditor’s report if the amount raised by the issuer under one or more prospectus exemptions from the date of the formation of the issuer until 90 days before the date of this crowdfunding offering document, is $250,000 or more but is less than $750,000, or 2119 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 B. an auditor’s report if the amount raised by the issuer under one or more prospectus exemptions from the date of the formation of the issuer until 90 days before the date of this crowdfunding offering document, is $750,000 or more, (ii) comply with paragraph 3.2(1)(a) [Acceptable accounting principles ‑ general requirements], subparagraph 3.2(1)(b)(i) [Acceptable accounting principles ‑ general requirements], and subsection 3.2(5) [Acceptable accounting principles ‑ general requirements] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards, and (iii) comply with section 3.5 [Presentation and functional currencies] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards. (d) If the financial statements referred to paragraphs (a) and (b), or any other financial statements that are attached as an appendix to this crowdfunding offering document, are accompanied by a review report, the financial statements must be reviewed in accordance with Canadian Financial Statement Review Standards and the review report must (i) not include a reservation or modification, (ii) identify the financial periods that were subject to review, (iii) be in the form specified by Canadian Financial Statement Review Standards, and (iv) refer to IFRS as the applicable financial reporting framework. (e) If the financial statements referred to in paragraphs (a) and (b), or any other financial statements that are attached as an appendix to this crowdfunding offering document, are accompanied by an auditor’s report, the auditor’s report must be (i) prepared in accordance with section 3.3 [Acceptable auditing standards ‑ general requirements] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards, and (ii) signed by an auditor that complies with section 3.4 [Acceptable auditors] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards. (f) If the financial statements referred to in paragraphs (a) and (b), or any other financial statements that are attached as an appendix to this crowdfunding offering document, are those of an SEC issuer, (i) the statements may be prepared in accordance with section 3.7 [Acceptable accounting principles for SEC issuers] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards, (ii) the financial statements may be reviewed in accordance with U.S. AICPA Financial Statement Review Standards and accompanied by a review report prepared in accordance with U.S. AICPA Financial Statement Review Standards that A. does not include a modification or exception, B. identifies the financial periods that were subject to review, 2120 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) C. identifies the review standards used to conduct the review and the accounting principles used to prepare the financial statements, and D. refers to IFRS as the applicable financial reporting framework if the financial statements comply with paragraph 3.2(1)(a) [Acceptable accounting principles ‑ general requirements] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards, and (iii) the financial statements may be audited in accordance with section 3.8 [Acceptable auditing standards for SEC issuers] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards. (g) If the financial statements referred to in paragraph (f) are accompanied by a review report and the statements have been reviewed in accordance with Canadian Financial Statement Review Standards, the review report must be in compliance with subparagraphs 3(d)(i) to (iii) and must (i) refer to IFRS as the applicable financial reporting framework if the financial statements comply with paragraph 3.2(1)(a) [Acceptable accounting principles – general requirements] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards, or (ii) refer to U.S. GAAP as the applicable financial reporting framework if the financial statements comply with section 3.7 [Acceptable accounting principles for SEC issuers] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards. (h) For the purpose of paragraph (d) and subparagraph (f)(ii), the review report must be prepared and signed by a person or company authorized to sign a review report under the laws of a jurisdiction of Canada or a foreign jurisdiction, and that meets the professional standards of that jurisdiction. (i) If any of the financial statements referred to in paragraphs (a) and (b), or any other financial statements that are attached as an appendix to this crowdfunding offering document, are not accompanied by an auditor’s report or a review report prepared by a public accountant, the statements must include the following statement: “These financial statements were not audited or subject to a review by a public accountant as permitted by securities legislation where an issuer has not raised more than a pre‑defined amount under prospectus exemptions.” Instructions related to financial statement requirements and the disclosure of other financial information What constitutes an issuer’s first financial year – The first financial year of an issuer commences on the date of its incorporation or organization and ends at the close of that financial year. What would be presented in an issuer’s financial statements if the issuer has not completed a financial year – The financial statements would include the financial statements listed in paragraphs 4.1(1)(a), (b), (c) and (e) [Comparative annual financial statements and audit] of National Instrument 51‑102 Continuous Disclosure Obligations for the period from the date of the formation of the issuer to a date not more than 90 days before the date of this crowdfunding offering document. The financial statements would not include a comparative period. 2121 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 What financial years need to be audited or reviewed – If an issuer is required to have an auditor’s report or review report accompany its financial statements in accordance with subparagraph 3(c)(i) of this schedule, the financial statements for the most recent period and the comparative period, if any, are both required to be audited or are both required to be reviewed. Statement required in annual financial statements that have not been audited or reviewed – Paragraph 3(i) of this schedule requires that if an issuer’s annual financial statements are not accompanied by an auditor’s report or a review report prepared by a public accountant, the financial statements must include a statement that discloses that fact. Consistent with the requirements set out in subparagraph 3(c)(i) of this schedule, an issuer’s annual financial statements are not required to be audited or reviewed by a public accountant if the issuer has raised less than $250,000 under one or more prospectus exemptions from the date of the formation of the issuer until 90 days before the date of this crowdfunding offering document. What financial reporting framework is identified in the financial statements, and any accompanying auditor’s report or review report – If an issuer’s financial statements are prepared in accordance with Canadian GAAP for publicly accountable enterprises and include an unreserved statement of compliance with IFRS, the auditor’s report or review report must refer to IFRS as the applicable financial reporting framework. There are two options for referring to the financial reporting framework in the applicable financial statements and accompanying auditor’s report or review report: (a) refer only to IFRS in the notes to the financial statements and in the auditor’s report or review report, or (b) refer to both IFRS and Canadian GAAP in the notes to the financial statements and in the auditor’s report or review report. Non‑GAAP financial measures – An issuer that intends to disclose non‑GAAP financial measures in its crowdfunding offering document should refer to CSA guidance for a discussion of staff expectations concerning the use of these measures. 2122 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Form 45‑108F2 Risk Acknowledgement Instructions: This form must be completed by the purchaser before the purchaser enters into an agreement to purchase securities under the exemption in Multilateral Instrument 45‑108 Crowdfunding. Issuer name: i.e., ABC Company Type of security offered: i.e., common share WARNING! BUYER BEWARE: This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment. Yes No 1. Risk acknowledgement Risk of loss – Do you understand that this is a risky investment and that you may lose all the money you pay for this investment? Liquidity risk – Do you understand that you may never be able to sell this investment? Lack of information – Do you understand that you may receive little ongoing information about the issuer and/or this investment? No income – Do you understand that you may not earn any income, such as dividends or interest, on this investment? 2. No approval and no advice No approval – Do you understand that this investment has not been reviewed or approved in any way by a securities regulatory authority? No advice – Do you understand that you will not receive advice about whether this investment is suitable for you to purchase? [Instructions: Delete if the funding portal is operated by a registered investment dealer or exempt market dealer.] 3. Limited legal rights Limited legal rights – Do you understand that you will not have the same rights as if you purchased under a prospectus or through a stock exchange? If you want to know more, you may need to seek professional legal advice. 4. Purchaser’s understanding of this investment Investment risks – Have you read this form and do you understand the risks of making this investment? Offering document – Before you invest, you should read the offering document carefully. The offering document contains important information about this investment. If you have not read the offering document or if you do not understand the information in it, you should not invest. Have you read and do you understand the information in the offering document? 2123 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 5. Purchaser’s acknowledgement First and last name: Date: Electronic signature: By clicking the “I confirm’ button, I acknowledge that I am signing this form electronically and agree that this is the legal equivalent of my handwritten signature. I will not at any time in the future claim that my electronic signature is not legally binding. The date of my electronic signature is the same as my acknowledgement. 6. Additional information • You have 48 hours to cancel your purchase from the date of the agreement to purchase the security and any amendment to the crowdfunding offering document of the issuer, by sending a notice to the funding portal at: [Instructions: Provide an email address or a fax number where purchasers can send their notice. Describe any other way purchasers can cancel their purchase.] • To check if the funding portal is operated by a registered dealer, go to www.aretheyregistered.ca • If you want more information about your local securities regulatory authority, go to www.securities‑administrators.ca 2124 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Form 45‑108F3 Confirmation of Investment Limits Instructions: This form must be completed by the purchaser before the purchaser enters into an agreement to purchase securities under the exemption in Multilateral Instrument 45‑108 Crowdfunding (the crowdfunding exemption) in Ontario. How you qualify to buy securities under the crowdfunding exemption: Checkmark the statement under A, B or C that applies to you. You may checkmark more than one statement. If you qualify under B or C, complete the confirmation of investment limits in the relevant section. A. Permitted Client You are a permitted client because: You are an individual who beneficially owns financial assets, as defined in section 1.1 of National Instrument 45‑106 Prospectus Exemptions, having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million. Other – you are a person or company that otherwise falls within the definition of a permitted client in section 1.1 of Part 1 in National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Please specify the relevant category: _______. B. Accredited Investor You are an accredited investor because (check all that apply): Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years and you expect it to be more than $200,000 in this calendar year. (You can find your net income before taxes on your personal income tax return.) Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years and you expect your combined net income before taxes to be more than $300,000 in the current calendar year. Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities. Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.) Other – you are a person or company that otherwise falls within the definition of an accredited investor as defined in section 1.1 of National Instrument 45‑106 Prospectus Exemptions and in subsection 73.3(1) of the Securities Act, R.S.O. 1990 c. S.5. Please specify the relevant category: ____. Confirmation (if you are an accredited investor but not a permitted client) I confirm that, after taking into account my investment of $__________ today in this issuer: – II have not invested more than $25,000 in a single crowdfunding investment, and – I have not invested more than $50,000 in all of the crowdfunding investments I have made in this calendar year. 2125 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 C. Retail Investor You are a retail investor if none of the statements in the previous two sections apply to you. Confirmation (if you are a retail investor) I confirm that, after taking into account my investment of $__________ today in this issuer: – I have not invested more than $2,500 in a single crowdfunding investment, and – I have not invested more than $10,000 in all of the crowdfunding investments I have made in this calendar year. Purchaser acknowledgement First and last name: Date: Electronic signature: By clicking the “I confirm” button, I acknowledge that I am signing this form electronically and agree that this is the legal equivalent of my handwritten signature. I will not at any time in the future claim that my electronic signature is not legally binding. The date of my electronic signature is the same as my acknowledgement. Funding portal information This section must only be completed if an investor has received advice about this investment from a funding portal registered in the category of an investment dealer or an exempt market dealer. First and last name of registered individual: Telephone: Email: Name of firm: Registration Category: 2126 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Form 45‑108F4 Notice of Specified Key Events Instructions: This is the form of notice required under section 18 of Multilateral Instrument 45‑108 Crowdfunding in New Brunswick, Nova Scotia and Ontario to be made available to holders of securities acquired under the crowdfunding prospectus exemption. 1. Issuer Name and Address Full legal name: Street address: Province/State: Municipality: Postal code/Zip code: Website: Country: 2. Specified Key Event The event, as described in section 3, is (checkmark all that apply): a discontinuation of the issuer’s business a change in the issuer’s industry a change of control of the issuer Date on which the event occurred (yyyy/mm/dd): 3. Event Description Provide a brief description of the event identified in section 2. 4. Contact Person Provide the following information for a person at the issuer who can be contacted regarding the event described in section 3. Name: Title: Email address: Telephone number: Date of notice (yyyy/mm/dd): 2127 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Form 45‑108F5 Personal Information Form and Authorization to Collect, Use and Disclose Personal Information Instructions: This Personal Information Form and Authorization to Collect, Use and Disclose Personal Information (the “Form”) is to be completed by every director, executive officer, and promoter of an eligible crowdfunding issuer relying on the crowdfunding prospectus exemption as set out in Multilateral Instrument 45‑108 Crowdfunding. All Questions All questions must have a response. The response of “N/A” or “Not Applicable” will not be accepted for any questions, except Questions 1(B), 2(iii) and (v) and 5. Questions 6 to 10 Please place a checkmark (ü) in the appropriate space provided. If your answer to any of questions 6 to 10 is “YES”, you must, in an attachment, provide complete details, including the circumstances, relevant dates, names of the parties involved and final disposition, if known. Any attachment must be initialled by the person completing this Form. Responses must consider all time periods. If you have received a pardon under the Criminal Records Act (Canada) for an Offence that relates to fraud (including any type of fraudulent activity), misappropriation of money or other property, theft, forgery, falsification of books or documents or similar Offences, you must disclose the pardoned Offence in this Form. In such circumstances: (a) the appropriate written response would be “Yes, pardon granted on (date)”; and (b) you must provide complete details in an attachment to this Form. DEFINITIONS “Offence” An offence includes: (a) a summary conviction or indictable offence under the Criminal Code (Canada); (b) a quasi‑criminal offence (for example under the Income Tax Act (Canada), the Immigration and Refugee Protection Act (Canada) or the tax, immigration, drugs, firearms, money laundering or securities legislation of any Canadian or foreign jurisdiction); (c) a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein; or (d) an offence under the criminal legislation of any other foreign jurisdiction; “Proceedings” means:

(a) a civil or criminal proceeding or inquiry which is currently before a court; (b) a proceeding before an arbitrator or umpire or a person or group of persons authorized by law to make an inquiry and take evidence under oath in the matter; 2128 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) a proceeding before a tribunal in the exercise of a statutory power of decision making where the tribunal is required by law to hold or afford the parties to the proceeding an opportunity for a hearing before making a decision; or (d) a proceeding before a self‑regulatory entity authorized by law to regulate the operations and the standards of practice and business conduct of its members (including where applicable, issuers listed on a stock exchange) and individuals associated with those members and issuers, in which the self‑regulatory entity is required under its by‑laws, rules or policies to hold or afford the parties the opportunity to be heard before making a decision, but does not apply to a proceeding in which one or more persons are required to make an investigation and to make a report, with or without recommendations, if the report is for the information or advice of the person to whom it is made and does not in any way bind or limit that person in any decision the person may have the power to make; “securities regulatory authority” or “SRA” means a body created by statute in any Canadian or foreign jurisdiction to administer securities law, regulation and policy (e.g. securities commission), but does not include an exchange or other self‑regulatory entity; “self‑regulatory entity” or “SRE” means: (a) a stock, derivatives, commodities, futures or options exchange; (b) an association of investment, securities, mutual fund, commodities, or future dealers; (c) an association of investment counsel or portfolio managers; (d) an association of other professionals (e.g. legal, accounting, engineering); and (e) any other group, institution or self‑regulatory organization, recognized by a securities regulatory authority, that is responsible for the enforcement of rules, policies, disciplines or codes under any applicable legislation, or considered an SRE in another country. 2129 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 1. Identification of individual completing form A. Last name(s): First name(s): Full middle name(s) (No initials. If none, please state): Name(s) most commonly known by: Name of issuer: Present or proposed ( ü) If director / executive officer disclose If executive position(s) with the issuer the date elected / appointed officer – provide (check ( ü) all positions below MM DD YY title that are applicable) If other – provide details Director Executive Officer Promoter B. Other than the name given in Question 1A above, provide From To any legal names, assumed names or nicknames under which MM YY MM YY you have carried on business or have otherwise been known, including information regarding any name change(s) resulting from marriage, divorce, court order or any other process. Use an attachment if necessary. C. Gender Date of birth Place of birth Male MM DD YYYY City Province/ Country State Female D. Marital Status: Full name of spouse (include Occupation of spouse: common law): E. Telephone and Facsimile Numbers and Email Address Residential/Cellular: ( ) Facsimile: ( ) Business: ( ) E‑mail*: *Provide an email address that the funding portal may use to contact you regarding this form. Where the securities regulatory authority or regulator (as defined in section1.1 of National Instrument 14‑101 Definitions) has requested the funding portal to provide it with this form, the securities regulator authority or regulator may also use the email address to contact you. This email address may be used to exchange personal information relating to you. 2130 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) F. Residential history Provide all residential addresses for the past 10 YEARS starting with your current principal residential address. If you are unable to recall the complete residential address for a period, which is beyond 5 years from the date of completion of this Form, the municipality and province or state and country must be identified. The funding portal reserves the right to require the full address. Street address, city, province/state, country & From To postal/zip code MM YY MM YY Yes No 2. Citizenship (i) Are you a Canadian citizen? (ii) Are you a person lawfully in Canada as an immigrant but are not yet a Canadian citizen? (iii) If “Yes” to Question 2(ii), the number of years of continuous residence in Canada: (iv) Do you hold citizenship in any country other than Canada? (v) If “Yes” to Question 2(iv), the name of the country(ies): 3. Employment history Provide your complete employment history for the 5 YEARS immediately prior to the date of this Form starting with your current employment. Use an attachment if necessary. If you were unemployed during this period of time, state this and identify the period of unemployment. Employer name Employer address Position held From To MM YY MM YY Yes No 2131 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4. Involvement with issuers A. Are you or have you during the last 10 years ever been a director, officer, promoter, insider or control person for any issuer? B. If “YES” to 4A above, provide the names of each issuer. State the position(s) held and the period(s) during which you held the position(s). Use an attachment if necessary. Name of issuer Position(s) held Market traded on From To MM YY MM YY C. While you were a director, officer or insider of an issuer, did any exchange or other self‑regulatory entity ever refuse approval for listing or quotation Yes No of the issuer, including (i) a listing resulting from a business combination, reverse takeover or similar transaction involving the issuer that is regulated by an SRE or SRA, (ii) a backdoor listing or qualifying acquisition involving the issuer (as those terms are defined in the TSX Company Manual as amended from time to time) or (iii) a qualifying transaction, reverse takeover or change of business involving the issuer (as those terms are defined in the TSX Venture Corporate Finance Manual as amended from time to time)? If yes, attach full particulars. 5. Educational history A. Professional designation(s) Identify any professional designation held and professional associations to which you belong, for example, Barrister & Solicitor, C.P.A., C.A., C.M.A., C.G.A., P.Eng., P.Geol., CFA, etc. and indicate which organization and the date the designations were granted. Professional Designation Grantor of designation and Date granted and Membership Number Canadian or Foreign MM YY Jurisdiction Describe the current status of any designation and/or association (e.g. active, retired, non‑practicing, suspended). B. Provide your post‑secondary educational history starting with the most recent. School Location Degree or diploma Date obtained MM DD YY Yes No 6. Offences If you answer “YES” to any item in Question 6, you must provide complete details in an attachment. If you have received a pardon under the Criminal Records Act (Canada) for an Offence that relates to fraud (including any type of fraudulent activity), misappropriation of money or other property, theft, forgery, falsification of books or documents or similar Offences, you must disclose the pardoned Offence in this Form. A. Have you ever, in any Canadian or foreign jurisdiction, pled guilty to or been found guilty of an Offence? B. Are you the subject of any current charge, indictment or proceeding for an Offence, in any Canadian or foreign jurisdiction? 2132 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) C. To the best of your knowledge, are you currently or have you ever been a director, officer, promoter, insider, or control person of an issuer, in any Canadian or foreign jurisdiction, at the time of events that resulted in the issuer: (i) pleading guilty to or being found guilty of an Offence? (ii) now being the subject of any charge, indictment or proceeding for an alleged Offence? Yes No 7. Bankruptcy If you answer “YES” to any item in Question 7, you must provide complete details in an attachment and attach a copy of any discharge, release or other applicable document. You must answer “YES” or “NO” for EACH of (A), (B) and (C) below. A. Have you, in any Canadian or foreign jurisdiction, within the past 10 years had a petition in bankruptcy issued against you, made a voluntary assignment in bankruptcy, made a proposal under any bankruptcy or insolvency legislation, been subject to any proceeding, arrangement or compromise with creditors, or had a receiver, receiver‑manager or trustee appointed to manage your assets? B. Are you now an undischarged bankrupt? C. To the best of your knowledge, are you currently or have you ever been a director, officer, promoter, insider, or control person of an issuer, in any Canadian or foreign jurisdiction, at the time of events, or for a period of 12 months preceding the time of events, where the issuer: (i) has made a petition in bankruptcy, a voluntary assignment in bankruptcy, a proposal under any bankruptcy or insolvency legislation, been subject to any proceeding, arrangement or compromise with creditors or had a receiver, receiver‑manager or trustee appointed to manage the issuer’s assets? (ii) is now an undischarged bankrupt? Yes No 8. Proceedings If you answer “YES” to any item in Question 8, you must provide complete details in an attachment. A. Current proceedings by securities regulatory authority or self regulatory entity. Are you now, in any Canadian or foreign jurisdiction, the subject of: (i) a notice of hearing or similar notice issued by an SRA or SRE? (ii) a proceeding of or, to your knowledge, an investigation by, an SRA or SRE? (ii) settlement discussions or negotiations for settlement of any nature or kind whatsoever with an SRA or SRE? B. Prior proceedings by securities regulatory authority or self regulatory entity. Have you ever: (i) been reprimanded, suspended, fined, been the subject of an administrative penalty, or been the subject of any proceedings of any kind whatsoever, in any Canadian or foreign jurisdiction, by an SRA or SRE? (ii) had a registration or licence for the trading of securities, exchange or commodity futures contracts, real estate, insurance or mutual fund products cancelled, refused, restricted or suspended by an SRA or SRE? (iii) been prohibited or disqualified by an SRA or SRE under securities, corporate or any other legislation from acting as a director or officer of a reporting issuer or been prohibited or restricted by an SRA or SRE from acting as a director, officer or employee of, or an agent or consultant to, a reporting issuer? (iv) had a cease trading or similar order issued against you or an order issued against you by an SRA or SRE that denied you the right to use any statutory prospectus or registration exemption? (v) had any other proceeding of any kind taken against you by an SRA or SRE? 2133 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 C. Settlement agreement(s) Have you ever entered into a settlement agreement with an SRA, SRE, attorney general or comparable official or body, in any Canadian or foreign jurisdiction, in a matter that involved actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading in securities or exchange or commodity futures contracts, illegal distributions, failure to disclose material facts or changes or similar conduct, or any other settlement agreement with respect to any other violation of securities legislation in a Canadian or foreign jurisdiction or the rules, by‑laws or policies of any SRE? D. To the best of your knowledge, are you now or have you ever been a director, officer, promoter, insider, or control person of an issuer at the time of such event, in any Canadian or foreign jurisdiction, for which a securities regulatory authority or self‑regulatory entity has: (i) refused, restricted, suspended or cancelled the registration or licensing of an issuer to trade securities, exchange or commodity futures contracts, or to sell or trade real estate, insurance or mutual fund products? (ii) issued a cease trade or similar order or imposed an administrative penalty of any nature or kind whatsoever against the issuer, other than an order for failure to file financial statements that was revoked within 30 days of its issuance? (iii) refused a receipt for a prospectus or other offering document, denied any application for listing or quotation or any other similar application, or issued an order that denied the issuer the right to use any statutory prospectus or registration exemptions? (iv) issued a notice of hearing, notice as to a proceeding or similar notice against the issuer? (v) commenced any other proceeding of any kind against the issuer, including a trading halt, suspension or delisting of the issuer, in connection with an alleged or actual contravention of an SRA’s or SRE’s rules, regulations, policies or other requirements, but excluding halts imposed (i) in the normal course for proper dissemination of information, or (ii) pursuant to a business combination, reverse takeover or similar transaction involving the issuer that is regulated by an SRE or SRA, including a qualifying transaction, reverse takeover or change of business involving the issuer (as those terms are defined in the TSX Venture Corporate Finance Manual as amended from time to time)? (vi) entered into a settlement agreement with the issuer in a matter that involved actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading in securities or exchange or commodity futures contracts, illegal distributions, failure to disclose material facts or changes or similar conduct by the issuer, or any other violation of securities legislation or the rules, by‑laws or policies of an SRE? Yes No 9. Civil proceedings If you answer “YES” to any item in Question 9, you must provide complete details in an attachment. 2134 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) A. Judgment, garnishment and injunctions Has a court in any Canadian or foreign jurisdiction: (i) rendered a judgment, ordered garnishment or issued an injunction or similar ban (whether by consent or otherwise) against you in a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct? (ii) rendered a judgment, ordered garnishment or issued an injunction or similar ban (whether by consent or otherwise) against an issuer, of which you are currently or have ever been a director, officer, promoter, insider or control person in a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct? B. Current claims (i) Are you now subject, in any Canadian or foreign jurisdiction, to a claim that is based in whole or in part on actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct? (ii) To the best of your knowledge, are you currently or have you ever been a director, officer, promoter, insider or control person of an issuer that is now subject, in any Canadian or foreign jurisdiction, to a claim that is based in whole or in part on actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct? C. Settlement agreement (i) Have you ever entered into a settlement agreement, in any Canadian or foreign jurisdiction, in a civil action that involved actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct? (ii) To the best of your knowledge, are you currently or have you ever been a director, officer, promoter, insider or control person of an issuer that has entered into a settlement agreement, in any Canadian or foreign jurisdiction, in a civil action that involved actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct? Yes No 10. Involvement with other entities A. Has your employment in a sales, investment or advisory capacity with any employer engaged in the sale of real estate, insurance or mutual funds ever been suspended or terminated for cause? If yes, attach full particulars. B Has your employment with a firm or company registered under the securities laws of any Canadian or foreign jurisdiction as a securities dealer, broker, investment advisor or underwriter, ever been suspended or terminated for cause? If yes, attach full particulars. C Has your employment as an officer of an issuer ever been suspended or terminated for cause? If yes, attach full particulars. 2135 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 CERTIFICATE AND CONSENT I, ______________________________________________________hereby certify that: (Please Print – Name of Individual) (a) I have read and understand the questions, cautions, acknowledgement and consent in the personal information form to which this certificate and consent is attached or of which this certificate and consent forms a part (the “Form”), and the answers I have given to the questions in the Form and in any attachments to it are correct, except where stated to be answered to the best of my knowledge, in which case I believe the answers to be correct; (b) I have been provided with and have read and understand the Personal Information Collection Policy (the “Personal Information Collection Policy”) attached hereto as Schedule 1; (c) I consent to the collection, use and disclosure by the funding portal of the information in the Form and to the collection, use and disclosure by the funding portal of further personal information in accordance with the Personal Information Collection Policy; (d) I understand that the funding portal may use a third party to conduct the criminal record and background checks and I consent to the use and disclosure by the funding portal to the third party of the information in the Form and to the collection, use and disclosure by the third party of the information in the Form and of further personal information in order to provide these services to the funding portal; (e) I am aware that I am providing the Form to a funding portal, who upon request, will provide the Form and all further personal information in accordance with the Personal Information Collection Policy to the securities regulatory authorities or regulators (as defined in section 1.1 of National Instrument 14‑101 Definitions) and consent to such disclosure to, and the collection, use and disclosure by, the securities regulatory authorities or regulators and I understand that I am under the jurisdiction of the securities regulatory authorities and the regulators to which this Form may be provided, and that it is a breach of securities legislation to provide false or misleading information to the securities regulatory authorities and the regulators. _______________________________________________ Date _______________________________________________ Signature of Person Completing this Form 2136 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) SCHEDULE 1 PERSONAL INFORMATION COLLECTION POLICY The funding portal collects, uses and discloses personal information from every director, executive officer, and promoter of an issuer relying on the crowdfunding prospectus exemption for the purpose of complying with its obligations under Multilateral Instrument 45‑108 Crowdfunding (“MI 45‑108”), including conducting criminal record and background checks; verifying the information provided in the Personal Information Form and Authorization to Collect, Use and Disclose Personal Information (the “Personal Information Form”); reviewing the crowdfunding offering document and other materials for incorrect, incomplete and misleading information; identifying whether the issuer or any of its directors, executive officers, or promoters has been convicted of an offence related to or has entered into a settlement agreement in a matter that involved fraud or securities law violations; and making a good faith determination as to whether (i) the business of the issuer may not be conducted with integrity; (ii) the issuer is not complying with one or more of its obligations under MI 45‑108; and (iii) the crowdfunding offering document and other materials contain a statement or information that constitutes a misrepresentation or an untrue statement of a material fact. You understand that by signing the certificate and consent in the Personal Information Form, you are consenting to the funding portal collecting and using your personal information in the Personal Information Form, as well as any other information that may be necessary for the purposes described above (the “Information”). You also understand and agree that the Information the funding portal collects about you may also be disclosed, as permitted by law, where its use and disclosure is for the purposes described above. The funding portal may use a third party to conduct the criminal record and background checks and to process the Information, but when this happens, the third party will be carefully selected and obligated to comply with the limited use restrictions described above and with applicable privacy legislation. You understand that by signing the certificate and consent in the Personal Information Form, you are consenting to the funding portal disclosing your Information to, and to the collection, use and disclosure of your Information by, the third party service provider for the purposes of providing these services to the funding portal. You understand that the funding portal, upon request of the securities regulatory authorities or regulators (as defined in section 1.1 of National Instrument 14‑101 Definitions), is required to deliver the Information to the securities regulatory authorities or regulators because the issuer has relied upon the crowdfunding prospectus exemption. The securities regulatory authorities and the regulators collect, use and disclose the Information under the authority granted to them under provincial securities legislation for the purpose of enabling the securities regulatory authorities and regulators to administer and enforce provincial securities legislation. You understand that by signing the certificate and consent in the Personal Information Form, you are consenting to disclosure of your Information by the funding portal to the securities regulatory authorities and regulators upon their request. 2137 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 You also understand that you have a right to be informed of the existence of personal information about you that is kept by funding portals, securities regulatory authorities and regulators, that you have the right to request access to that information, and that you have the right to request that such information be corrected, subject to the provisions of the applicable privacy legislation. Warning: It is an offence to submit information that, in a material respect and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue. Questions: If you have any questions about the collection, use, and disclosure of the information you provide, you may contact the funding portal at: [Instructions: Provide an address and telephone number where an individual who has provided personal information can contact the funding portal.]. 3 Mar 2017 SR 12/2017 s5; 27 Aug 2021 SR 83/2021 s4. 2138 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2139 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LXI [Clause 2(iii)] NATIONAL INSTRUMENT 94‑101 MANDATORY CENTRAL COUNTERPARTY CLEARING OF DERIVATIVES NATIONAL INSTRUMENT 94‑101 MANDATORY CENTRAL COUNTERPARTY CLEARING OF DERIVATIVES PART 1 DEFINITIONS AND INTERPRETATION Definitions and interpretation 1.(1) In this Instrument “investment fund” has the meaning ascribed to it in National Instrument 81‑106 Investment Fund Continuous Disclosure; “local counterparty” means a counterparty to a derivative if, at the time of execution of the transaction, either of the following applies: (a) the counterparty is a person or company, other than an individual, to which one or more of the following apply: (i) the person or company is organized under the laws of the local jurisdiction; (ii) the head office of the person or company is in the local jurisdiction; (iii) the principal place of business of the person or company is in the local jurisdiction; (b) the counterparty is an affiliated entity of a person or company referred to in paragraph (a) and the person or company is liable for all or substantially all the liabilities of the counterparty; “mandatory clearable derivative” means a derivative within a class of derivatives listed in Appendix A; “participant” means a person or company that has entered into an agreement with a regulated clearing agency to access the services of the regulated clearing agency and is bound by the regulated clearing agency’s rules and procedures; “prudentially regulated entity” means a person or company that is subject to the laws of Canada, a jurisdiction of Canada or a foreign jurisdiction where the head office or principal place of business of an authorized foreign bank named in Schedule III of the Bank Act (Canada) is located, and a political subdivision of that foreign jurisdiction, relating to minimum capital requirements, financial soundness and risk management, or the guidelines of a regulatory authority of Canada or a jurisdiction of Canada relating to minimum capital requirements, financial soundness and risk management; “reference period” means the period beginning on September 1 in a given year and ending on August 31 of the following year; 2140 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “regulated clearing agency” means, (a) in Alberta, New Brunswick, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan and Yukon, a person or company recognized or exempted from recognition as a clearing agency or clearing house pursuant to the securities legislation of any jurisdiction of Canada, (b) in British Columbia, Manitoba and Ontario, a person or company recognized or exempted from recognition as a clearing agency in the local jurisdiction, and (c) in Québec, a person recognized or exempted from recognition as a clearing house; “transaction” means any of the following: (a) entering into a derivative or making a material amendment to, assigning, selling or otherwise acquiring or disposing of a derivative; (b) the novation of a derivative, other than a novation with a clearing agency or clearing house. (2) In this Instrument, a person or company (the first party) is an affiliated entity of another person or company (the second party) if any of the following apply: (a) the first party and the second party are consolidated in consolidated financial statements prepared in accordance with one of the following: (i) IFRS; (ii) generally accepted accounting principles in the United States of America; (b) all of the following apply: (i) the first party and the second party would have been, at the relevant time, required to be consolidated in consolidated financial statements prepared by the first party, the second party or another person or company, if the consolidated financial statements were prepared in accordance with the principles or standards referred to in subparagraph (a)(i) or (ii); (ii) neither the first party’s nor the second party’s financial statements, nor the financial statements of the other person or company, were prepared in accordance with the principles or standards referred to in subparagraph (a)(i) or (ii); (c) except in British Columbia, the first party and the second party are both prudentially regulated entities and are consolidated for that purpose; (d) in British Columbia, the first party and the second party are prudentially regulated entities that are required to report, on a consolidated basis, information relating to minimum capital requirements, financial soundness and risk management. (3) Repealed. 13 May 2022 SR 34/2022 s3. (4) In this Instrument, in Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan and Yukon, “derivative” means a “specified derivative” as defined in Multilateral Instrument 91‑101 Derivatives: Product Determination. 2141 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Application 2. This Instrument applies to, (a) in Manitoba, (i) a derivative other than a contract or instrument that, for any purpose, is prescribed by any of sections 2, 4 and 5 of Manitoba Securities Commission Rule 91‑506 Derivatives: Product Determination not to be a derivative, and (ii) a derivative that is otherwise a security and that, for any purpose, is prescribed by section 3 of Manitoba Securities Commission Rule 91‑506 Derivatives: Product Determination not to be a security, (b) in Ontario, (i) a derivative other than a contract or instrument that, for any purpose, is prescribed by any of sections 2, 4 and 5 of Ontario Securities Commission Rule 91‑506 Derivatives: Product Determination not to be a derivative, and (ii) a derivative that is otherwise a security and that, for any purpose, is prescribed by section 3 of Ontario Securities Commission Rule 91‑506 Derivatives: Product Determination not to be a security, and (c) in Québec, a derivative specified in section 1.2 of Regulation 91‑506 respecting derivatives determination, other than a contract or instrument specified in section 2 of that regulation. In each other local jurisdiction, this Instrument applies to a derivative as defined in subsection 1(4) of this Instrument. This text box does not form part of this Instrument and has no official status. PART 2 MANDATORY CENTRAL COUNTERPARTY CLEARING Duty to submit for clearing 3.(0.1) Despite subsection 1(2), an investment fund is not an affiliated entity of another person or company for the purposes of paragraphs (1)(b) and (c) of this section. (0.2) Despite subsection 1(2), a person or company is not an affiliated entity of another person or company for the purposes of paragraphs (1)(b) and (c) of this section if the following apply: (a) the person or company has, as its primary purpose, one of the following: (i) financing a specific pool or pools of assets; (ii) providing investors with exposure to a specific set of risks; (iii) acquiring or investing in real estate or other physical assets; (b) all the indebtedness incurred by the person or company whose primary purpose is one set out in subparagraph (a)(i) or (ii), including obligations owing to its counterparty to a derivative, are secured solely by the assets of that person or company. 2142 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (1) A local counterparty to a transaction in a mandatory clearable derivative must submit, or cause to be submitted, the mandatory clearable derivative for clearing to a regulated clearing agency that offers clearing services in respect of the mandatory clearable derivative, if one or more of the following applies to each counterparty: (a) the counterparty (i) is a participant of a regulated clearing agency that offers clearing services in respect of the mandatory clearable derivative, and (ii) subscribes to clearing services for the class of derivatives to which the mandatory clearable derivative belongs; (b) the counterparty (i) is an affiliated entity of a participant referred to in paragraph (a), and (ii) had, for the months of March, April and May preceding the reference period in which the transaction was executed, an average month‑end gross notional amount under all outstanding derivatives exceeding $1 000 000 000 excluding derivatives referred to in paragraph 7(1)(a); (c) the counterparty (i) is a local counterparty in any jurisdiction of Canada, (ii) had, during the previous 12‑month period, a month‑end gross notional amount under all outstanding derivatives, combined with each affiliated entity that is a local counterparty in any jurisdiction of Canada, exceeding $500 000 000 000 excluding derivatives referred to in paragraph 7(1)(a), and (iii) had, for the months of March, April and May preceding the reference period in which the transaction was executed, an average month‑end gross notional amount under all outstanding derivatives exceeding $1 000 000 000 excluding derivatives referred to in paragraph 7(1) (a). (2) Unless paragraph (1)(a) applies, a local counterparty to which paragraph (1)(c) applies is not required to submit a mandatory clearable derivative for clearing to a regulated clearing agency if the transaction in the mandatory clearable derivative was executed before the 90th day after the end of the month in which the month‑end gross notional amount first exceeded the amount specified in subparagraph (1)(c)(ii) as applicable. (3) Unless subsection (2) applies, a local counterparty to which subsection (1) applies must submit a mandatory clearable derivative for clearing no later than (a) the end of the day of execution if the transaction is executed during the business hours of the regulated clearing agency, or (b) the end of the next business day if the transaction is executed after the business hours of the regulated clearing agency. (4) A local counterparty to which subsection (1) applies must submit the mandatory clearable derivative for clearing in accordance with the rules of the regulated clearing agency, as amended from time to time. (5) A counterparty that is a local counterparty solely pursuant to paragraph (b) of the definition of ‘local counterparty’ in section 1 is exempt from this section if the mandatory clearable derivative is submitted for clearing in accordance with the law of a foreign jurisdiction to which the counterparty is subject, set out in Appendix B. 2143 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Notice of rejection 4. If a regulated clearing agency rejects a mandatory clearable derivative submitted for clearing, the regulated clearing agency must immediately notify each local counterparty to the mandatory clearable derivative. Public disclosure of clearable and mandatory clearable derivatives 5. A regulated clearing agency must do all of the following: (a) publish a list of each derivative or class of derivatives for which the regulated clearing agency offers clearing services and state whether each derivative or class of derivatives is a mandatory clearable derivative; (b) make the list accessible to the public at no cost on its website. PART 3 EXEMPTIONS FROM MANDATORY CENTRAL COUNTERPARTY CLEARING Non‑application 6. This Instrument does not apply to a counterparty in respect of a mandatory clearable derivative if any counterparty to the mandatory clearable derivative is any of the following: (a) the government of Canada, the government of a jurisdiction of Canada or the government of a foreign jurisdiction; (b) a crown corporation for which the government of the jurisdiction where the crown corporation was constituted is liable for all or substantially all the liabilities; (c) a person or company wholly owned by one or more governments referred to in paragraph (a) if the government or governments are liable for all or substantially all the liabilities of the person or company; (d) the Bank of Canada or a central bank of a foreign jurisdiction; (e) the Bank for International Settlements; (f) the International Monetary Fund. Intragroup exemption 7.(1) A local counterparty is exempt from section 3, with respect to a mandatory clearable derivative, if all of the following apply: (a) the mandatory clearable derivative is between a counterparty and an affiliated entity of the counterparty; (b) Repealed. 13 May 2022 SR 34/2022 s3. (c) the mandatory clearable derivative is subject to a centralized risk management program reasonably designed to assist in monitoring and managing the risks associated with the derivative between the counterparties through evaluation, measurement and control procedures; (d) there is a written agreement between the counterparties setting out the terms of the mandatory clearable derivative between the counterparties. (2) Repealed. 13 May 2022 SR 34/2022 s3. (3) Repealed. 13 May 2022 SR 34/2022 s3. 2144 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Multilateral portfolio compression exemption 8. A local counterparty is exempt from section 3, with respect to a mandatory clearable derivative resulting from a multilateral portfolio compression exercise, if all of the following apply: (a) the mandatory clearable derivative is entered into as a result of more than 2 counterparties changing or terminating and replacing existing derivatives; (b) the existing derivatives do not include a mandatory clearable derivative entered into after the effective date on which the class of derivatives became a mandatory clearable derivative; (c) the existing derivatives were not cleared by a clearing agency or clearing house; (d) the multilateral portfolio compression exercise involved both counterparties to the mandatory clearable derivative; (e) the multilateral portfolio compression exercise was conducted by an independent third‑party. Recordkeeping 9.(1) A local counterparty to a mandatory clearable derivative that relied on section 7 or 8 with respect to a mandatory clearable derivative must keep records demonstrating that the conditions referred to in those sections, as applicable, were satisfied. (2) The records required to be maintained under subsection (1) must be kept in a safe location and in a durable form for a period of (a) except in Manitoba, 7 years following the date on which the mandatory clearable derivative expires or is terminated, and (b) in Manitoba, 8 years following the date on which the mandatory clearable derivative expires or is terminated. PART 4 Repealed. 13 May 2022 SR 34/2022 s3. PART 5 EXEMPTION Exemption 11.(1) The regulator or the securities regulatory authority may grant an exemption to this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant an exemption. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14‑101 Definitions opposite the name of the local jurisdiction. 2145 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 6 TRANSITION AND EFFECTIVE DATE Transition – regulated clearing agency filing requirement 12. No later than May 4, 2017, a regulated clearing agency must deliver electronically to the regulator or securities regulatory authority a completed Form 94‑101F2 Derivatives Clearing Services, identifying all derivatives or classes of derivatives for which it offers clearing services on April 4, 2017. Transition – certain counterparties’ submission for clearing 13. A counterparty specified in paragraphs 3(1)(b) or (c) to which paragraph (3) (1) (a) does not apply is not required to submit a mandatory clearable derivative for clearing to a regulated clearing agency until October 4, 2017. Effective date 14.(1) This Instrument comes into force on April 4, 2017. (2) In Saskatchewan, despite subsection (1), if these regulations are filed with the Registrar of Regulations after April 4, 2017, these regulations come into force on the day on which they are filed with the Registrar of Regulations. APPENDIX A TO NATIONAL INSTRUMENT 94‑101 MANDATORY CENTRAL COUNTERPARTY CLEARING OF DERIVATIVES MANDATORY CLEARABLE DERIVATIVES (Subsection 1(1)) Interest Rate Swaps Fixed‑to‑float swaps Floating Settlement Maturity Settlement Optionality Notional rate index currency currency type type EURIBOR EUR 28 days to 50 years Single currency No Constant or variable BBSW AUD 28 days to 30 years Single currency No Constant or variable Basis Swaps Floating Settlement Maturity Settlement Optionality Notional rate index currency currency type type EURIBOR EUR 28 days to 50 Single currency No Constant or years variable 2146 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Overnight Index Swaps Floating Settlement Maturity Settlement Optionality Notional rate index currency currency type type CORRA CAD 7 days to 30 Single currency No Constant years FedFunds USD 7 days to 3 Single currency No Constant years SOFR USD 7 days to 50 Single currency No Constant years €STR EUR 7 days to 3 Single currency No Constant years SONIA GBP 7 days to 50 Single currency No Constant years Forward Rate Agreements Floating Settlement Maturity Settlement Optionality Notional rate index currency currency type type EURIBOR EUR 3 days to 3 Single No Constant years currency Credit Default Swaps Index Region Maturity Applicable series Tranched CDX.NA.IG North 5 years Series 47 and No America and 10 subsequent series years CDX.NA.HY North 5 years Series 47 and No America subsequent series iTraxx Europe Europe 5 years Series 46 and No subsequent series APPENDIX B TO NATIONAL INSTRUMENT 94‑101 MANDATORY CENTRAL COUNTERPARTY CLEARING OF DERIVATIVES LAWS, REGULATIONS OR INSTRUMENTS OF FOREIGN JURISDICTIONS APPLICABLE FOR SUBSTITUTED COMPLIANCE (Subsection 3(5)) Foreign jurisdiction Laws, regulations or instruments European Union Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories, as amended by Regulation (EU) 2019/2099 2147 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 United Kingdom Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 The Over the Counter Derivatives, Central Counterparties and Trade Repositories (Amendment, etc., and Transitional Provision) (EU Exit) Regulations 2020 The Over the Counter Derivatives, Central Counterparties and Trade Repositories (Amendment etc., and Transitional Provision) (EU Exit) (No 2) Regulations 2019 The Over the Counter Derivatives, Central Counterparties and Trade Repositories (Amendment, etc., and Transitional Provision) (EU Exit) Regulations 2019 The Central Counterparties (Amendment, etc., and Transitional Provision) (EU Exit) Regulations 2018 The Technical Standards (European Market Infrastructure Regulation) (EU Exit) (No 2) Instrument 2019 The Technical Standards (European Market Infrastructure Regulation) (EU Exit) (No 3) Instrument 2019 United States Clearing Requirement and Related Rules, 17 CFR Part 50 of America FORM 94‑101F1 INTRAGROUP EXEMPTION Repealed. 13 May 2022 SR 34/2022 s3. FORM 94‑101F2 DERIVATIVES CLEARING SERVICES Repealed. 13 May 2022 SR 34/2022 s3. 13 Apr 2017 SR 33/2017 s4; 4 Sep 2020 SR 98/2020 s6; 13 May 2022 SR 34/2022 s3; 20 Mar 2026 SR 9/2026 s2. 2148 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2149 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LXII [Clause 2(jjj)] NATIONAL INSTRUMENT 94‑102 DERIVATIVES: CUSTOMER CLEARING AND PROTECTION OF CUSTOMER COLLATERAL AND POSITIONS PART 1 DEFINITIONS, INTERPRETATION AND APPLICATION Definitions and interpretation 1.(1) In this Instrument “cleared derivative” means a derivative that is, directly or indirectly, submitted to and cleared by a clearing agency; “clearing intermediary” means a direct intermediary or an indirect intermediary; “customer” means a counterparty to a cleared derivative other than a clearing intermediary or a regulated clearing agency; “customer collateral” means all cash, securities and other property if any of the following apply: (a) the cash, securities or other property is received or held by a clearing intermediary or regulated clearing agency from, for or on behalf of a customer, and is intended to or does margin, guarantee, secure, settle or adjust a cleared derivative of the customer; (b) the cash, securities or other property is posted on behalf of a customer by a clearing intermediary to satisfy the margin requirements arising from the customer’s cleared derivatives; “direct intermediary” means a person or company that (a) with respect to a cleared derivative, is a participant of the regulated clearing agency at which the cleared derivative is cleared, (b) directly provides clearing services for a customer in respect of a cleared derivative entered into by, for or on behalf of the customer, and (c) requires, receives or holds collateral from, for or on behalf of the customer in providing clearing services; “excess margin” means customer collateral in respect of a customer’s cleared derivatives that (a) is delivered to a regulated clearing agency or clearing intermediary from, for or on behalf of the customer, and (b) has a value in excess of the amount required by the regulated clearing agency to clear and settle the cleared derivatives of the customer; 2150 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “indirect intermediary” means a person or company that (a) indirectly provides clearing services for a customer in respect of a cleared derivative entered into by, for or on behalf of the customer, and (b) requires, receives or holds collateral from, for or on behalf of the customer in providing clearing services; “initial margin” means, in relation to a regulated clearing agency’s margin system that manages credit exposures to its participants, collateral that is required by the regulated clearing agency to cover potential changes in the value of a customer’s cleared derivatives over an appropriate close‑out period in the event of a default; “local customer” means a customer that, in respect of a local jurisdiction, is any of the following: (a) an individual who is resident in the local jurisdiction; (b) a person or company, other than an individual, to which any of the following apply: (i) the person or company is organized under the laws of the local jurisdiction; (ii) the head office of the person or company is in the local jurisdiction; (iii) the principal place of business of the person or company is in the local jurisdiction;

“participant” means a person or company that has entered into an agreement with a regulated clearing agency to access the services of the regulated clearing agency and is bound by the regulated clearing agency’s rules and procedures; “permitted depository” means a person or company that is any of the following: (a) a Canadian financial institution or Schedule III bank; (b) a regulated clearing agency; (c) the central bank of Canada or of a permitted jurisdiction; (d) in Québec, a person recognized or exempt from recognition as a central securities depository under the Securities Act (Québec); (e) a person or company (i) whose head office or principal place of business is in a permitted jurisdiction, (ii) that is a banking institution or trust company of a permitted jurisdiction, and (iii) that has shareholders’ equity, as reported in its most recent audited financial statements, of not less than the equivalent of $100 000 000; (f) with respect to customer collateral that it receives from a customer or a clearing intermediary for which it provides clearing services, a registered investment dealer as defined in National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; 2151 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (g) with respect to customer collateral that it receives from a customer or a clearing intermediary for which it provides clearing services, a prudentially regulated entity (i) whose head office or principal place of business is located outside of Canada, and (ii) that is subject to and in compliance with the laws of a permitted jurisdiction relating to clearing services and the requiring, receiving and holding of customer collateral; “permitted investment” means cash or a security or other financial instrument with minimal market and credit risk that is capable of being liquidated rapidly with minimal adverse price effect; “permitted jurisdiction” means a foreign jurisdiction that is any of the following: (a) a country where the head office or principal place of business of a Schedule III bank is located, and a political subdivision of that country; (b) if a customer has provided express written consent to the clearing intermediary or the regulated clearing agency clearing a cleared derivative in a foreign currency, the country of origin of the foreign currency used to denominate the rights and obligations under the cleared derivative entered into by, for or on behalf of the customer, and a political subdivision of that country; “position” means the economic interest of a counterparty in an outstanding cleared derivative at a point in time; “prudentially regulated entity” means a person or company that is subject to and in compliance with the laws of a foreign jurisdiction that is a permitted jurisdiction under paragraph (a) of the definition of ‘permitted jurisdiction’, relating to minimum capital requirements, financial soundness and risk management; “qualifying central counterparty” means a person or company to which all of the following apply: (a) it is recognized, exempt from recognition or otherwise registered or authorized to operate as a central counterparty in a jurisdiction of Canada or a foreign jurisdiction by a government or regulatory authority; (b) it is subject to regulation that is consistent with the Principles for market infrastructures published by the Bank for International Settlements’ Committee on Payments and Market Infrastructures and the International Organization of Securities Commissions in April 2012, as amended from time to time; “regulated clearing agency” means (a) in British Columbia, Manitoba and Ontario, a person or company recognized or exempt from recognition as a clearing agency in the local jurisdiction, and 2152 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) in Alberta, Newfoundland and Labrador, New Brunswick, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Québec, Saskatchewan and Yukon, a person or company recognized or exempt from recognition as a clearing agency or clearing house pursuant to the securities legislation of any jurisdiction of Canada; “Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada); “segregate” means to separately hold or separately account for a customer’s positions or customer collateral. (2) In this Instrument, a person or company is an affiliated entity of another person or company if one of them controls the other or each of them is controlled by the same person or company. (3) In this Instrument, a person or company (the first party) is considered to control another person or company (the second party) if any of the following apply: (a) the first party beneficially owns or directly or indirectly exercises control or direction over securities of the second party carrying votes which, if exercised, would entitle the first party to elect a majority of the directors of the second party, unless the first party holds the voting securities only to secure an obligation; (b) the second party is a partnership, other than a limited partnership, and the first party holds more than 50% of the interests of the partnership; (c) the second party is a limited partnership and the general partner of the limited partnership is the first party; (d) the second party is a trust and the trustee of the trust is the first party. (4) In this Instrument, in Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan and Yukon, ‘derivative’ means a ‘specified derivative’ as defined in Multilateral Instrument 91‑101 Derivatives: Product Determination. Application 2.(1) This Instrument does not apply to any of the following: (a) a regulated clearing agency whose head office or principal place of business is in a foreign jurisdiction except with respect to a cleared derivative entered into by, for or on behalf of a local customer; (b) a clearing intermediary that provides clearing services except with respect to a cleared derivative entered into by, for or on behalf of a local customer. (2) This Instrument applies to (a) in Manitoba, (i) a derivative other than a contract or instrument that, for any purpose, is prescribed by any of sections 2, 4 and 5 of Manitoba Securities Commission Rule 91‑506 Derivatives: Product Determination not to be a derivative, and (ii) a derivative that is otherwise a security and that, for any purpose, is prescribed by section 3 of Manitoba Securities Commission Rule 91‑506 Derivatives: Product Determination not to be a security, 2153 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) in Ontario, (i) a derivative other than a contract or instrument that, for any purpose, is prescribed by any of sections 2, 4 and 5 of Ontario Securities Commission Rule 91‑506 Derivatives: Product Determination not to be a derivative, and (ii) a derivative that is otherwise a security and that, for any purpose, is prescribed by section 3 of Ontario Securities Commission Rule 91‑506 Derivatives: Product Determination not to be a security, and (c) in Québec, a derivative specified in section 1.2 of Regulation 91‑506 respecting derivatives determination, other than a contract or instrument specified in section 2 of that regulation. In each other local jurisdiction, this Instrument applies to a derivative as defined in subsection 1(4) of this Instrument. This text box does not form part of this Instrument and has no official status. (3) Despite subsection (2), this Instrument does not apply to an option on a security. (4) In British Columbia, Newfoundland and Labrador, the Northwest Territories, Nunavut, Prince Edward Island and Yukon, subsection (3) does not apply to a security that is a derivative as defined in subsection 1(4). PART 2 TREATMENT OF CUSTOMER COLLATERAL BY A CLEARING INTERMEDIARY Segregation of customer collateral – clearing intermediary 3.(1) A clearing intermediary must segregate a customer’s positions and customer collateral from the positions and property of other persons or companies including the positions and property of the clearing intermediary. (2) A clearing intermediary must segregate the positions and customer collateral of a customer of an indirect intermediary from the positions and property of the indirect intermediary. Holding of customer collateral – clearing intermediary 4. A clearing intermediary must hold all customer collateral (a) in one or more accounts at a permitted depository that are clearly identified as holding customer collateral, and (b) in separate accounts from the property of all persons who are not customers. Excess margin – clearing intermediary 5. A clearing intermediary must at least once each business day identify and record the value of excess margin it holds that is attributable to each customer for which the clearing intermediary provides clearing services. Use of customer collateral – clearing intermediary 6.(1) A clearing intermediary must not use or permit the use of customer collateral except in accordance with this section and sections 7 and 8. 2154 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) A clearing intermediary must not use or permit the use of customer collateral of a customer except to do any of the following: (a) margin, guarantee, secure, settle or adjust a cleared derivative of the customer; (b) with respect to excess margin, guarantee, secure or extend the credit of the customer. (3) Other than with respect to excess margin used in accordance with paragraph (2) (b), a clearing intermediary must not create or permit to exist any lien or other encumbrance on a cleared derivative of a customer or customer collateral in respect of the cleared derivative unless the lien or other encumbrance secures an obligation resulting from the cleared derivative in favour of any of the following: (a) the customer; (b) the regulated clearing agency or clearing intermediary responsible for clearing the cleared derivative. Investment of customer collateral – clearing intermediary 7.(1) A clearing intermediary must not invest customer collateral or enter into an agreement for resale or repurchase of customer collateral except in accordance with subsections (2) and (3). (2) A clearing intermediary may (a) invest customer collateral in a permitted investment, and (b) enter into an agreement for resale or repurchase of customer collateral if all of the following apply: (i) the agreement is for the resale or repurchase of a permitted investment; (ii) the agreement is in writing; (iii) the term of the agreement is no more than one business day, or reversal of the transaction is possible on demand; (iv) written confirmation specifying the terms of the agreement is delivered by the counterparty to the agreement to the clearing intermediary immediately on entering into the agreement; (v) the agreement is not entered into with an affiliated entity of the clearing intermediary. (3) A loss resulting from an investment or use of a customer’s customer collateral in accordance with subsection (1) or subsection (2) by the clearing intermediary must be borne by the clearing intermediary making the investment and not by the customer. Use of customer collateral – indirect intermediary default 8.(1) A clearing intermediary must not use customer collateral of a customer of an indirect intermediary for which the clearing intermediary provides clearing services to satisfy an obligation of the indirect intermediary. 2155 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) Despite subsection (1), a clearing intermediary may use the customer collateral of a customer to fully or partially satisfy an obligation of an indirect intermediary that arises or is accelerated as a consequence of the indirect intermediary’s default only if the obligation is attributable to a cleared derivative of the customer. Acting as a clearing intermediary 9.(1) A person or company must not act as a clearing intermediary for a customer unless the person or company is any of the following: (a) a person or company that is subject to and is in compliance with the laws of a jurisdiction of Canada relating to minimum capital requirements, financial soundness and risk management; (b) a person or company that is registered as a dealer under securities legislation in a local jurisdiction; (c) a person or company that is (i) a prudentially regulated entity, and (ii) subject to and in compliance with the laws of a permitted jurisdiction relating to clearing services and the requiring, receiving and holding of customer collateral. (2) A clearing intermediary must not provide clearing services for a customer unless the clearing services are provided in respect of derivatives that are cleared by a regulated clearing agency. Risk management – clearing intermediary 10. A clearing intermediary that provides or proposes to provide clearing services for an indirect intermediary must adopt and implement rules, policies or procedures reasonably designed to (a) identify, monitor and reasonably mitigate material risks arising from the provision of clearing services, and (b) manage a default of the indirect intermediary. Risk management – indirect intermediary 11.(1) An indirect intermediary must establish and implement rules, policies or procedures reasonably designed to identify, monitor and reasonably mitigate the material risks to the clearing intermediary or its customers arising from the provision of indirect clearing services for a customer. (2) An indirect intermediary that receives clearing services from a clearing intermediary must provide the clearing intermediary with all information reasonably required to identify, monitor and reasonably mitigate any material risks arising from the provision of indirect clearing services for customers. 2156 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 3 RECORDKEEPING BY A CLEARING INTERMEDIARY Retention of records – clearing intermediary 12.(1) A clearing intermediary must keep a record required under this Part and Part 4, and all supporting documentation, (a) in a readily accessible and safe location and in a durable form, (b) in the case of a record or supporting documentation that relates to a cleared derivative, for a period of 7 years following the date on which the cleared derivative expires or is terminated, and (c) in any other case, for a period of 7 years following the date on which a customer’s last cleared derivative that is cleared for or on behalf of the customer through the clearing intermediary expires or is terminated. (2) Despite subsection (1), in Manitoba, with respect to a customer or clearing intermediary located in Manitoba, the time period applicable to records and supporting documentation kept pursuant to subsection (1) is 8 years. Daily records – clearing intermediary 13.(1) A clearing intermediary that receives customer collateral must calculate and record all of the following at least once each business day in its records: (a) for each customer, the amount of customer collateral it requires from, for or on behalf of the customer; (b) the total amount of customer collateral it requires from, for or on behalf of all customers. (2) For each indirect intermediary that a clearing intermediary provides clearing services for, the clearing intermediary must calculate and record all of the following at least once each business day in its records: (a) the amount of customer collateral it requires from, for or on behalf of each customer of each indirect intermediary; (b) the total amount of customer collateral it requires from, for or on behalf of all customers of each indirect intermediary. (3) For each customer, a clearing intermediary must record all of the following in its records: (a) each permitted depository at which it holds customer collateral of the customer; (b) calculated at least once each business day, the current value of any customer collateral received from, for or on behalf of the customer, including all of the following: (i) any accruals on the customer collateral creditable to the customer; (ii) any gains or losses in respect of the customer collateral; (iii) any charges accruing to the customer; (iv) any distributions or transfers of the customer collateral. 2157 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Daily records – direct intermediary 14. For each customer, a direct intermediary must record all of the following at least once each business day in its records: (a) the total amount of customer collateral required for the cleared derivatives of the customer by each regulated clearing agency; (b) the total amount of the customer’s excess margin held by the direct intermediary. Daily records – indirect intermediary 15. For each customer, an indirect intermediary must record all of the following at least once each business day in its records: (a) the total amount of collateral required for the cleared derivatives of the customer by each clearing intermediary through which the indirect intermediary clears; (b) the sum of the amounts for the customer referred to in paragraph (a); (c) the total amount of the customer’s excess margin held by the indirect intermediary. Identifying records – direct intermediary 16. A direct intermediary must keep records that, at any time, enable it to identify all of the following in its own accounts and in the accounts held with each regulated clearing agency through which it provides clearing services: (a) the positions and property of the direct intermediary; (b) the positions and value of customer collateral held for or on behalf of each of the direct intermediary’s customers. Identifying records – indirect intermediary 17. An indirect intermediary must keep records that, at any time, enable it to identify all of the following in its own accounts and in the accounts held with each clearing intermediary through which it provides clearing services: (a) the positions and property of the indirect intermediary; (b) the positions and value of customer collateral held for or on behalf of each of the indirect intermediary’s customers. Identifying records – multiple clearing intermediaries 18. A clearing intermediary that provides clearing services in respect of a cleared derivative for an indirect intermediary must keep records that, at any time, enable it and each of its indirect intermediaries to identify all of the following in the accounts held with the clearing intermediary: (a) the positions and property of the indirect intermediary; (b) the positions and value of customer collateral held for or on behalf of the indirect intermediary’s customers. 2158 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Records of investment of customer collateral – clearing intermediary 19. A clearing intermediary that invests customer collateral must keep records of all of the following with respect to each investment of customer collateral: (a) the date of the investment; (b) the name of each person or company through which the investment was made; (c) a daily market valuation of the investment, including any unrealized gain or loss on the investment and related supporting documentation; (d) a description of each asset or instrument in which the investment was made; (e) the identity of each permitted depository where each asset or instrument in which the investment was made is deposited; (f) the date on which the investment was liquidated or otherwise disposed of and the realized gain or loss; (g) the name of each person or company liquidating or disposing of the investment. Records of currency conversion – clearing intermediary 20. A clearing intermediary must keep a record of each conversion of customer collateral from one currency to another. PART 4 REPORTING AND DISCLOSURE BY A CLEARING INTERMEDIARY Clearing intermediary delivery of disclosure by regulated clearing agency 21.(1) Before receiving the first cleared derivative from, for or on behalf of a customer, a clearing intermediary must provide the customer, or an indirect intermediary for which it provides clearing services, with all of the following: (a) the written disclosure provided under subsection 41(1) by each regulated clearing agency the direct intermediary uses to clear a cleared derivative for the customer or indirect intermediary; (b) the investment guidelines and policy provided under subsection 45(1) by each regulated clearing agency that invests customer collateral attributable to the customer. (2) After accepting the first cleared derivative from, for or on behalf of a customer, each time that the clearing intermediary receives written disclosure in accordance with subsection 41(2) or subsection 45(2) from a regulated clearing agency that invests customer collateral attributable to the customer, the clearing intermediary must provide the written disclosure to the customer, or indirect clearing intermediary for which it provides clearing services, within a reasonable period of time. Disclosure to customer by clearing intermediary 22.(1) Before receiving the first cleared derivative from, for or on behalf of a customer, a clearing intermediary must provide written disclosure to the customer describing the treatment of customer collateral not held at a regulated clearing agency, including the impact of relevant bankruptcy and insolvency laws, in the event of a default by the clearing intermediary. 2159 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) After accepting the first cleared derivative from, for or on behalf of a customer of, each time there is a change to the written disclosure referred to in subsection (1), the clearing intermediary must provide written disclosure to the customer, within a reasonable period of time, describing the change. Disclosure to customer by indirect intermediary 23.(1) Before receiving the first cleared derivative from, for or on behalf of a customer, an indirect intermediary must provide written disclosure to the customer including a description of all of the following: (a) the material risks associated with receiving clearing services through an indirect intermediary; (b) the rules, policies or procedures for transferring positions and customer collateral to another clearing intermediary or liquidating positions and customer collateral, in the event of the indirect intermediary’s default. (2) After accepting the first cleared derivative from, for or on behalf of a customer of, each time there is a change to the rules, policies or procedures referred to in paragraph (1)(b), the indirect intermediary must provide written disclosure to the customer, within a reasonable period of time, describing the change. Customer information – clearing intermediary 24.(1) A direct intermediary must provide all of the following to a regulated clearing agency: (a) before submitting to the regulated clearing agency the first cleared derivative for or on behalf of a customer of the direct intermediary, or of an indirect intermediary for which the direct intermediary provides clearing services, information sufficient to identify the customer and the customer’s positions and customer collateral; (b) at least once each business day after providing the information referred to in paragraph (a), information that identifies the customer’s positions and the current value of the customer’s customer collateral. (2) An indirect intermediary must provide all of the following to a clearing intermediary through which it provides clearing services: (a) before submitting to the clearing intermediary the first cleared derivative for or on behalf of a customer, information sufficient to identify the customer and the customer’s positions and customer collateral; (b) at least once each business day after providing the information referred to in paragraph (a), information that identifies the customer’s positions and the current value of the customer’s customer collateral. Customer collateral report – regulatory 25.(1) A direct intermediary that receives customer collateral must electronically deliver to the regulator or securities regulatory authority, within 10 business days of the end of each calendar month, a completed Form 94‑102F1 Customer Collateral Report: Direct Intermediary. (2) An indirect intermediary that receives customer collateral must electronically deliver to the regulator or securities regulatory authority, within 10 business days of the end of each calendar month, a completed Form 94‑102F2 Customer Collateral Report: Indirect Intermediary. 2160 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Customer collateral report – customer 26.(1) A clearing intermediary must make available to each customer from, for or on behalf of whom it receives customer collateral, a report, calculated and available on a daily basis, setting out all of the following: (a) the current value of each position of the customer; (b) the current value of customer collateral received from, for or on behalf of the customer that is held by the clearing intermediary or at a permitted depository; (c) the current value of the customer collateral received from, for or on behalf of the customer that is posted with any of the following: (i) a regulated clearing agency; (ii) another clearing intermediary. (2) A clearing intermediary must make available to each indirect intermediary from which it receives customer collateral a report, calculated and available on a daily basis, setting out all of the following: (a) the current value of each position of each customer of the indirect intermediary; (b) the current value of customer collateral received from the indirect intermediary for or on behalf of each customer of the indirect intermediary that is held by the clearing intermediary or at a permitted depository; (c) the current value of the customer collateral received from the indirect intermediary for or on behalf of each customer of the indirect intermediary that is posted with any of the following: (i) a regulated clearing agency; (ii) another clearing intermediary. Disclosure of investment of customer collateral 27.(1) Before receiving the first cleared derivative from, for or on behalf of a customer, a clearing intermediary that invests customer collateral must disclose in writing its investment guidelines and policy directly to the customer, or, if applicable, to the indirect intermediary that is providing clearing services to the customer. (2) A clearing intermediary that invests customer collateral must within a reasonable period of time disclose in writing any change to the investment guidelines and policy referred to in subsection (1) directly to the customer or, if applicable, to the indirect intermediary that is providing clearing services to the customer. PART 5 TREATMENT OF CUSTOMER COLLATERAL BY A REGULATED CLEARING AGENCY Collection of initial margin 28. A regulated clearing agency must collect initial margin for each customer on a gross basis. 2161 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Segregation of customer collateral – regulated clearing agency 29. A regulated clearing agency must segregate a customer’s positions and customer collateral from the positions and property of other persons or companies including the positions and property of the regulated clearing agency. Holding of customer collateral – regulated clearing agency 30. A regulated clearing agency must hold all customer collateral (a) in one or more accounts at a permitted depository that are clearly identified as holding customer collateral, and (b) in separate accounts from all other property that is not customer collateral. Excess margin – regulated clearing agency 31. A regulated clearing agency must at least once each business day identify and record the value of excess margin it holds for or on behalf of the customers of each clearing intermediary. Use of customer collateral – regulated clearing agency 32.(1) A regulated clearing agency must not use or permit the use of customer collateral except in accordance with this section and sections 33 and 34. (2) A regulated clearing agency must not use or permit the use of customer collateral of a customer except to do any of the following: (a) margin, guarantee, secure, settle or adjust a cleared derivative of the customer; (b) with respect to excess margin, guarantee, secure or extend the credit of the customer. (3) Other than with respect to excess margin used in accordance with paragraph (2) (b), a regulated clearing agency must not create or permit to exist any lien or other encumbrance on a cleared derivative of a customer or customer collateral in respect of the cleared derivative unless the lien or other encumbrance secures an obligation resulting from the cleared derivative in favour of any of the following: (a) the customer; (b) the regulated clearing agency or a clearing intermediary responsible for clearing the cleared derivative. Investment of customer collateral – regulated clearing agency 33.(1) A regulated clearing agency must not invest customer collateral or enter into an agreement for resale or repurchase of customer collateral except in accordance with subsections (2) and (3). (2) A regulated clearing agency may (a) invest customer collateral in a permitted investment, and (b) enter into an agreement for resale or repurchase of customer collateral if all of the following apply: (i) the agreement is for resale or repurchase of a permitted investment; 2162 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) the agreement is in writing; (iii) the term of the agreement is no more than one business day, or reversal of the transaction is possible on demand; (iv) written confirmation specifying the terms of the agreement is delivered by the counterparty to the agreement to the regulated clearing agency immediately on entering into the agreement; (v) the agreement is not entered into with an affiliated entity of the regulated clearing agency. (3) A loss resulting from an investment or use of a customer’s customer collateral in accordance with subsection (1) or subsection (2) by the regulated clearing agency must be borne by the regulated clearing agency making the investment or by a clearing intermediary that is a participant of the regulated clearing agency and not by any customer. Use of customer collateral – clearing intermediary default 34.(1) A regulated clearing agency must not use customer collateral to satisfy an obligation of a clearing intermediary to which the regulated clearing agency provides clearing services. (2) Despite subsection (1), a regulated clearing agency may use the customer collateral of a customer to fully or partially satisfy an obligation of a clearing intermediary that arises or is accelerated as a consequence of the clearing intermediary’s default only if the obligation is attributable to a cleared derivative of the customer. Risk management – NI 24‑102 applies 35. Part 3 of National Instrument 24‑102 Clearing Agency Requirements applies to a regulated clearing agency and, for that purpose, a reference in that instrument to a ‘recognized clearing agency’ is to be read as a reference to a ‘regulated clearing agency’. PART 6 RECORDKEEPING BY A REGULATED CLEARING AGENCY Retention of records – regulated clearing agency 36. A regulated clearing agency must keep a record required under this Part and Part 7, and all supporting documentation, in a readily accessible and safe location and in a durable form, until the date on which the cleared derivative that the record or supporting documentation relates to expires or is terminated. Daily records – regulated clearing agency 37.(1) A regulated clearing agency that receives customer collateral must calculate and record all of the following at least once each business day in its records: (a) for each customer, the amount of customer collateral it requires from, for or on behalf of the customer; (b) the total amount of customer collateral it requires from, for or on behalf of all customers. (2) A regulated clearing agency must record all of the following in its records: (a) each permitted depository at which it holds customer collateral; 2163 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) calculated at least once each business day, the current value of the customer collateral received from, for or on behalf of the customers of each direct intermediary including all of the following: (i) any accruals on the customer collateral creditable to the direct intermediary’s customers; (ii) any gains or losses in respect of the customer collateral; (iii) any charges accruing to the direct intermediary’s customers; (iv) any distributions or transfers of the customer collateral. Identifying records – regulated clearing agency 38. A regulated clearing agency must keep records that, at any time, enable it and each of its direct intermediaries to identify all of the following in the accounts held at the regulated clearing agency: (a) the positions and property held for the direct intermediary; (b) the positions and value of customer collateral held for or on behalf of the direct intermediary’s customers; (c) the positions and value of customer collateral held for or on behalf of customers of each indirect intermediary for which the direct intermediary provides clearing services. Records of investment of customer collateral – regulated clearing agency 39. A regulated clearing agency that invests customer collateral must keep records of all of the following with respect to each investment of customer collateral: (a) the date of the investment; (b) the name of each person or company through which the investment was made; (c) a daily market valuation of the investment, including any unrealized gain or loss on the investment and related supporting documentation; (d) a description of each asset or instrument in which the investment was made; (e) the identity of each permitted depository where each asset or instrument in which the investment is made is deposited; (f) the date on which the investment was liquidated or otherwise disposed of and the realized gain or loss; (g) the name of each person or company liquidating or disposing of the investment. Records of currency conversion – regulated clearing agency 40. A regulated clearing agency must keep a record of each conversion of customer collateral from one currency to another. 2164 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 7 REPORTING AND DISCLOSURE BY A REGULATED CLEARING AGENCY Disclosure to direct intermediaries by regulated clearing agency 41.(1) Before receiving the first cleared derivative from, for or on behalf of a customer, a regulated clearing agency must provide written disclosure to the direct intermediary through which the derivative is cleared including a description of all of the following: (a) the rules, policies or procedures of the regulated clearing agency that govern the segregation and use of customer collateral and the transfer or liquidation of a cleared derivative of a customer in the event of a direct intermediary’s default; (b) the impact of laws, including bankruptcy and insolvency laws, on the customer, its positions and customer collateral in the event of a direct intermediary’s default; (c) the circumstances under which an interest or ownership rights in customer collateral may be enforced by the regulated clearing agency, the direct intermediary or the customer. (2) After accepting the first cleared derivative from, for or on behalf of a customer, each time there is a change to the rules, policies or procedures referred to in paragraph (1)(a), the regulated clearing agency must provide written disclosure to the direct intermediary through which the derivative is cleared, within a reasonable period of time, describing the change. Customer information – regulated clearing agency 42. A regulated clearing agency must have rules, policies or procedures reasonably designed to confirm that the information it receives from a direct intermediary in accordance with subsection 24(1) is complete and received in a timely manner. Customer collateral report – regulatory 43. A regulated clearing agency that receives customer collateral must electronically deliver to the regulator or securities regulatory authority, within 10 business days of the end of each calendar quarter, a completed Form 94‑102F3 Customer Collateral Report: Regulated Clearing Agency. Customer collateral report – direct intermediary 44. A regulated clearing agency must make available to each direct intermediary from which it receives customer collateral a report, calculated and available on a daily basis, setting out all of the following: (a) the current value of each position of each customer of the direct intermediary; (b) the current value of customer collateral received from the direct intermediary for or on behalf of each customer of the direct intermediary that is held by the regulated clearing agency; (c) the total current value of customer collateral received from the direct intermediary that is held at a permitted depository; (d) the location of each permitted depository at which the customer collateral is held. 2165 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Disclosure of investment of customer collateral 45.(1) Before receiving the first cleared derivative from, for or on behalf of a customer, a regulated clearing agency that invests customer collateral must disclose in writing its investment guidelines and policy to the direct intermediary through which the derivative is cleared. (2) A regulated clearing agency that invests customer collateral must within a reasonable period of time disclose in writing any change to the investment guidelines and policy referred to in subsection (1) to the direct intermediary through which the derivative is cleared. PART 8 TRANSFER OF POSITIONS Transfer of customer collateral and positions 46.(1) On default of a direct intermediary, a regulated clearing agency and the defaulting direct intermediary must do all of the following: (a) facilitate a transfer of the defaulting direct intermediary’s customers’ positions and customer collateral, or their liquidation proceeds, from the defaulting direct intermediary to one or more non‑defaulting direct intermediaries; (b) make reasonable efforts to ensure the transfer is facilitated in accordance with the customer’s instructions. (2) At the request of a customer, a regulated clearing agency and a non‑defaulting direct intermediary must facilitate a transfer of the customer’s positions and customer collateral from the non‑defaulting direct intermediary to one or more non‑defaulting direct intermediaries if all of the following apply: (a) the customer has consented to the transfer; (b) the customer’s account is not currently in default; (c) the transferred positions will have appropriate margin at the receiving direct intermediary; (d) any remaining positions will have appropriate margin at the transferring direct intermediary; (e) the receiving direct intermediary has consented to the transfer. Transfer from a clearing intermediary 47. A clearing intermediary that provides clearing services for an indirect intermediary must have rules, policies or procedures in respect of the portability and transfer of a customer’s positions and customer collateral that include a reasonable mechanism for transferring the positions and customer collateral of the indirect intermediary’s customers, in the event of a default by the indirect intermediary or at the request of the indirect intermediary’s customer, to one or more non‑defaulting clearing intermediaries. 2166 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 9 SUBSTITUTED COMPLIANCE Substituted compliance 48.(1) A clearing intermediary whose head office or principal place of business is in a foreign jurisdiction is exempt from this Instrument in respect of a cleared derivative entered into by, for or on behalf of a local customer if all of the following apply: (a) the cleared derivative is cleared for or on behalf of a local customer (i) in a local jurisdiction other than British Columbia, Manitoba and Ontario by a qualifying central counterparty or a regulated clearing agency, and (ii) in British Columbia, Manitoba and Ontario, by a regulated clearing agency; (b) the clearing intermediary is all of the following: (i) registered, licensed or otherwise authorized to perform the services of a clearing intermediary in a foreign jurisdiction listed in Appendix A; (ii) in compliance with the laws of the foreign jurisdiction applicable to the clearing intermediary set out in Appendix A opposite the name of the foreign jurisdiction relating to clearing services and the requiring, receiving and holding of customer collateral. (2) Despite subsection (1), a clearing intermediary relying on the exemption from the Instrument set out in subsection (1) that provides clearing services in respect of a cleared derivative entered into by, for or on behalf of a local customer must comply with the provisions of this Instrument set out in Appendix A opposite the name of the foreign jurisdiction referred to in paragraph (1)(b). (3) A regulated clearing agency whose head office or principal place of business is in a foreign jurisdiction is exempt from this Instrument in respect of a cleared derivative entered into by, for or on behalf of a local customer if the regulated clearing agency complies with all of the following: (a) the terms and conditions of any recognition or exemption decision made by any securities regulatory authority in respect of the regulated clearing agency; (b) the laws of a foreign jurisdiction applicable to the regulated clearing agency set out in Appendix A opposite the name of the foreign jurisdiction relating to clearing services and the requiring, receiving and holding of customer collateral. (4) Despite subsection (3), a regulated clearing agency relying on the exemption from the Instrument set out in subsection (3) that provides clearing services in respect of a cleared derivative entered into by, for or on behalf of a local customer must comply with the provisions of this Instrument set out in Appendix A opposite the name of the foreign jurisdiction referred to in paragraph (3)(b). 2167 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 10 EXEMPTIONS Exemption – general 49.(1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant an exemption. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14‑101 Definitions opposite the name of the local jurisdiction. PART 11 EFFECTIVE DATE Effective date 50. This Instrument comes into force on July 3, 2017. 2168 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) APPENDIX A TO NATIONAL INSTRUMENT 94‑102 DERIVATIVES: CUSTOMER CLEARING AND PROTECTION OF CUSTOMER POSITIONS AND COLLATERAL Substituted Compliance (Section 48) PART A LAWS, REGULATIONS OR INSTRUMENTS OF FOREIGN JURISDICTIONS APPLICABLE TO CLEARING INTERMEDIARIES FOR SUBSTITUTED COMPLIANCE Foreign Laws, Regulations or Instruments Provisions of this Jurisdiction Instrument applicable to a clearing intermediary despite compliance with the foreign jurisdiction’s laws, regulations or instruments European Union Regulation (EU) 648/2012 of the European Subsection 6(2) Parliament and of the Council of 4 July 2012 on Subsection 6(3) OTC derivatives, central counterparties and trade Section 12 repositories, as amended by Regulation (EU) Section 25 600/2014 of 15 May 2014 on markets in financial Section 26 instruments and amending Regulation (EU) No 648/2012. Commission Delegated Regulation (EU) 149/2013 of 19 December 2012 supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council with regard to regulatory technical standards on indirect clearing arrangements, the clearing obligation, the public register, access to a trading venue, non‑financial counterparties, and risk mitigation techniques for OTC derivatives contracts not cleared by a CCP. Directive (EU) 39/2004 of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC. United States of Commodity Futures Trading Commission, General Section 12 America Regulations Under the Commodity Exchange Act, Section 25 17 CFR pt 1. Section 26 Commodity Futures Trading Commission, Registration, 17 CFR pt 3. Commodity Futures Trading Commission, Cleared Swaps, 17 CFR pt 22. Commodity Futures Trading Commission, Bankruptcy Rules, 17 CFR pt 190. 2169 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART B LAWS, REGULATIONS OR INSTRUMENTS OF FOREIGN JURISDICTIONS APPLICABLE TO REGULATED CLEARING AGENCIES FOR SUBSTITUTED COMPLIANCE Foreign Laws, Regulations or Instruments Provisions of this Jurisdiction Instrument applicable to a clearing intermediary despite compliance with the foreign jurisdiction’s laws, regulations or instruments European Union Regulation (EU) 648/2012 of the European Section 28 Parliament and of the Council of 4 July 2012 on Subsection 32(2) OTC derivatives, central counterparties and trade Subsection 32(3) repositories, as amended by Regulation (EU) Section 36 600/2014 of 15 May 2014 on markets in financial Section 43 instruments and amending Regulation (EU) No Section 44 648/2012. Commission Delegated Regulation (EU) 149/2013 of 19 December 2012 supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council with regard to regulatory technical standards on indirect clearing arrangements, the clearing obligation, the public register, access to a trading venue, non‑financial counterparties, and risk mitigation techniques for OTC derivatives contracts not cleared by a CCP. Commission Delegated Regulation (EU) No 153/2013 of 19 December 2012 supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council with regard to regulatory technical standards on requirements for central counterparties, as amended by Commission Delegated Regulation (EU) 822/2016 of 21 April 2016 amending Delegated Regulation (EU) No 153/2013 as regards the time horizons for the liquidation period to be considered for the different classes of financial instruments. Directive (EU) 39/2004 of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC. United States of Commodity Futures Trading Commission, General Section 36 America Regulations Under the Commodity Exchange Act, 17 Section 43 CFR pt 1. Section 44 Commodity Futures Trading Commission, Cleared Swaps, 17 CFR pt 22. Commodity Futures Trading Commission, Derivatives Clearing Organizations, 17 CFR pt 39. Commodity Futures Trading Commission, Provisions Common to Registered Entities, 17 CFR pt 40. Commodity Futures Trading Commission, Swap Data Recordkeeping and Reporting Requirements, 17 CFR pt 45. Commodity Futures Trading Commission, Bankruptcy Rules, 17 CFR pt 190. 2170 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 94‑102F1 CUSTOMER COLLATERAL REPORT:

DIRECT INTERMEDIARY This Form 94‑102F1 is to be completed by each direct intermediary in order to comply with its reporting obligations to the local securities regulator under subsection 25(1) of National Instrument 94‑102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions (the ‘Instrument’). Type of Filing: INITIAL AMENDMENT1 Reporting Date2 DD/MM/YY Reporting Period3 MM/YY Reporting direct intermediary [LEI]4 Table A Table A is to be completed by each direct intermediary that receives customer collateral from a customer in accordance with the Instrument. For calculations in Table A, include all customers that have posted customer collateral with the reporting direct intermediary. Total value of non‑cash Total value of customer Number of customers customer collateral collateral posted with the represented by the posted with the direct direct intermediary as of reported total value A. intermediary as of the the last business day of of customer collateral last business day of the the Reporting Period posted with the direct Reporting Period intermediary5 Table B Table B is to be completed by each direct intermediary that receives customer collateral from an indirect intermediary in accordance with the Instrument. Complete a separate line for each indirect intermediary that has posted customer collateral with the reporting direct intermediary. Where an LEI is not available, please provide the complete legal name of the indirect intermediary. Customer collateral Total value of non‑cash Total value of customer customer collateral collateral posted with B. Indirect intermediary posted with the direct the direct intermediary intermediary as of the as of the last business last business day of the day of the Reporting Reporting Period Period [LEI of any indirect intermediary that has posted customer 1. collateral with the reporting direct intermediary] (Footnotes) 1 Please mark the form as ‘amendment’ if the form is being resubmitted to correct or replace a form previously filed for a Reporting Period. Otherwise, please make the form as ‘initial’. 2 The Reporting Date must be within 10 business days of the end of the Reporting Period. 3 The Reporting Period is the calendar month for which the form is submitted. 4 Where an LEI is not available, please provide the complete legal name of the reporting regulated clearing agency together with the complete address of its head office. 2171 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Table C Table C is to be completed by each direct intermediary that receives customer collateral from a customer or from an indirect intermediary in accordance with the Instrument. Complete a separate line for each location at which customer collateral is held by or for the reporting direct intermediary. Where an LEI is not available, please provide the complete legal and operating name(s) of the permitted depository. C. Permitted depository 1. [LEI of reporting direct intermediary, if holding customer collateral itself] [LEI of any permitted depository holding customer collateral for the reporting direct 2. intermediary] Table D Table D is to be completed by each direct intermediary that has posted customer collateral with a regulated clearing agency in accordance with the Instrument. Complete a separate line for each regulated clearing agency with which the reporting direct intermediary has posted customer collateral. Where an LEI is not available, please provide the complete legal and operating name(s) of the regulated clearing agency. Customer collateral Total value of non‑cash Total value of customer customer collateral collateral posted with the D. Regulated clearing agency posted with the regulated regulated clearing agency clearing agency as of the as of the last business day last business day of the of the Reporting Period Reporting Period [LEI of any regulated clearing agency with 1. which the reporting direct intermediary has posted customer collateral] 2172 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 94‑102F2 CUSTOMER COLLATERAL REPORT: INDIRECT INTERMEDIARY This Form 94‑102F2 is to be completed by each person or company that acts as an indirect intermediary in order to comply with its reporting obligations to the local securities regulator under subsection 25(2) of National Instrument 94‑102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions (the ‘Instrument’). Type of Filing: INITIAL AMENDMENT1 Reporting Date2 DD/MM/YY Reporting Period3 MM/YY Reporting direct intermediary [LEI]4 Table A Table A is to be completed by each indirect intermediary that receives customer collateral from a customer in accordance with the Instrument. For calculations in Table A include all customers that have posted customer collateral with the reporting indirect intermediary. Total value of non‑cash Total value of customer Number of customers customer collateral collateral posted with the represented by the posted with the indirect indirect intermediary as reported total value A. intermediary as of the of the last business day of of customer collateral last business day of the the Reporting Period posted with the indirect Reporting Period intermediary5 Table B Table B is to be completed by each indirect intermediary that receives customer collateral from a customer in accordance with the Instrument. Complete a separate line for each location at which customer collateral is held by or for the reporting indirect intermediary. Where an LEI is not available, please provide the complete legal and operating name(s) of the permitted depository. B. Permitted depository 1. [Reporting indirect intermediary, if holding customer collateral itself] [Any permitted depository holding customer collateral for the reporting direct 2. intermediary] (Footnotes) 1 Please mark the form as ‘amendment’ if the form is being resubmitted to correct or replace a form previously filed for a Reporting Period. Otherwise, please make the form as ‘initial’. 2 The Reporting Date must be within 10 business days of the end of the Reporting Period. 3 The Reporting Period is the calendar month for which the form is submitted. 4 Where an LEI is not available, please provide the complete legal name of the reporting indirect intermediary together with the complete address of its head office. 5 Please report the number of customers whose customer collateral was included in calculating the value reported in the second column of Table A. 2173 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Table C Table C is to be completed by each indirect intermediary that has posted customer collateral with a direct intermediary in accordance with the Instrument. Complete a separate line for each direct intermediary with which the reporting indirect intermediary has posted customer collateral. Where an LEI is not available, please provide the complete legal and operating name(s) of the direct intermediary. Customer collateral Total value of non‑cash Total value of customer customer collateral collateral posted with the C. Direct intermediary posted with the direct direct intermediary as of intermediary as of the the last business day of last business day of the the Reporting Period Reporting Period LEI of any direct intermediary with which 1. the reporting indirect intermediary has posted customer collateral] FORM 94‑102F3 CUSTOMER COLLATERAL REPORT: REGULATED CLEARING AGENCY This Form 94‑102F3 is to be completed by each regulated clearing agency in order to comply with its reporting obligations to the local securities regulator under section 43 of National Instrument 94‑102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions (the ‘Instrument’). Type of Filing: INITIAL AMENDMENT1 Reporting Date2 DD/MM/YY Reporting Period3 MM/YY Reporting direct intermediary [LEI]4 (Footnotes) 1 Please mark the form as ‘amendment’ if the form is being resubmitted to correct or replace a form previously filed for a Reporting Period. Otherwise, please make the form as ‘initial’. 2 The Reporting Date must be within 10 business days of the end of the Reporting Period. 3 The Reporting Period is the calendar quarter for which the form is submitted. 4 Where an LEI is not available, please provide the complete legal name of the reporting indirect intermediary together with the complete address of its head office. 5 Please report the number of customers whose customer collateral was included in calculating the value reported in the second column of Table A. 2174 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Table A Table A is to be completed by each regulated clearing agency that receives customer collateral from a direct intermediary in accordance with the Instrument. Complete a separate line for each direct intermediary that has posted customer collateral with the reporting regulated clearing agency. Where an LEI is not available, please provide the complete legal name of the direct intermediary. Customer collateral Total value of non‑cash Total value of customer customer collateral collateral posted with the A. Direct intermediary posted with the regulated regulated clearing agency clearing agency as of the as of the last business day last business day of the of the Reporting Period5 Reporting Period [LEI of any direct intermediary that has 1. posted customer collateral with the reporting regulated clearing agency] Table B Table B is to be completed by each regulated clearing agency that holds customer collateral in accordance with the Instrument. Complete a separate line for each location at which customer collateral is held by or for the reporting regulated clearing agency. Where an LEI is not available, please provide the complete legal and operating name(s) of the permitted depository. B. Permitted depository 1. LEI of reporting regulated clearing agency, if holding customer collateral itself] [LEI of any permitted depository holding customer collateral for the reporting 2. regulated clearing agency] 7 Jly 2017 SR 75/2017 s4; 10 Nov 2022 SR 84/2022 s3; 1 Dec 2023 SR 110/2023 s9. 2175 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LXIII [clause 2(kkk)] Multilateral Instrument 91‑102 Prohibition of Binary Options Definition 1. In this Instrument, “binary option” means a contract or instrument that provides for only (a) a predetermined fixed amount if the underlying interest referenced in the contract or instrument meets one or more predetermined conditions, and (b) zero or another predetermined fixed amount if the underlying interest referenced in the contract or instrument does not meet one or more predetermined conditions. Trading binary options with an individual prohibited 2. No person or company may advertise, offer, sell or otherwise trade a binary option with or to an individual. Trading binary options with a person or company other than an individual prohibited 3. No person or company may advertise, offer, sell or otherwise trade a binary option with or to a person or company that was created, or is used, solely to trade a binary option. Binary options having a term to maturity of 30 days or longer 4. Sections 2 and 3 do not apply in respect of a binary option having a term to maturity of 30 days or longer. Exemption ‑ general 5.(1) Except in Québec, the regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant an exemption. (3) Except in Alberta, Ontario and Saskatchewan, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14‑101 Definitions opposite the name of the local jurisdiction. Effective date 6.(1) This Instrument comes into force on December 12, 2017. (2) In Saskatchewan, despite subsection (1), if these regulations are filed with the Registrar of Regulations after December 12, 2017, these regulations come into force on the day on which they are filed with the Registrar of Regulations. 8 Dec 2017 SR 123/2017 s4. 2176 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2177 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LXIV [clause 2(lll)] MULTILATERAL INSTRUMENT 61‑101 PROTECTION OF MINORITY SECURITY HOLDERS IN SPECIAL TRANSACTIONS TABLE OF CONTENTS PART TITLE PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions 1.2 Liquid Market 1.3 Transactions by Wholly‑Owned Subsidiary Entity 1.4 Transactions by Underlying Operating Entity of Income Trust 1.5 Redeemable Securities as Consideration in Business Combination 1.6 Beneficial Ownership 1.7 Control 1.8 Entity PART 2 INSIDER BIDS 2.1 Application 2.2 Disclosure 2.3 Formal Valuation 2.4 Exemptions from Formal Valuation Requirement PART 3 ISSUER BIDS 3.1 Application 3.2 Disclosure 3.3 Formal Valuation 3.4 Exemptions from Formal Valuation Requirement PART 4 BUSINESS COMBINATIONS 4.1 Application 4.2 Meeting and Information Circular 4.3 Formal Valuation 4.4 Exemptions from Formal Valuation Requirement 4.5 Minority Approval 4.6 Exemptions from Minority Approval Requirement 4.7 Conditions for Relief from Business Corporations Act Requirements 2178 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 5 RELATED PARTY TRANSACTIONS 5.1 Application 5.2 Material Change Report 5.3 Meeting and Information Circular 5.4 Formal Valuation 5.5 Exemptions from Formal Valuation Requirement 5.6 Minority Approval 5.7 Exemptions from Minority Approval Requirement PART 6 FORMAL VALUATIONS AND PRIOR VALUATIONS 6.1 Independence and Qualifications of Valuator 6.2 Disclosure Regarding Valuator 6.3 Subject Matter of Formal Valuation 6.4 Preparation of Formal Valuation 6.5 Summary of Formal Valuation 6.6 Filing of Formal Valuation 6.7 Valuator’s Consent 6.8 Disclosure of Prior Valuation 6.9 Filing of Prior Valuation 6.10 Consent of Prior Valuator Not Required PART 7 INDEPENDENT DIRECTORS 7.1 Independent Directors PART 8 MINORITY APPROVAL 8.1 General 8.2 Second Step Business Combination PART 9 EXEMPTION 9.1 Exemption PART 10 EFFECTIVE DATE 10.1 Effective Date REGINA, SASKATCHEWAN Printed by the authority of THE QUEEN’S PRINTER Copyright©2019 2179 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 MULTILATERAL INSTRUMENT 61‑101 PROTECTION OF MINORITY SECURITY HOLDERS IN SPECIAL TRANSACTIONS PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions – In this Instrument “affected security” means (a) for a business combination of an issuer, an equity security of the issuer in which the interest of a security holder would be terminated as a consequence of the transaction, and (b) for a related party transaction of an issuer, an equity security of the issuer; “affiliated entity”: a person is considered to be an affiliated entity of another person if one is the subsidiary entity of the other or if both are subsidiary entities of the same person; “arm’s length” has the meaning ascribed to that term in section 251 of the Income Tax Act (Canada), or any successor to that legislation, and, in addition to that meaning, a person is deemed not to deal at arm’s length with a related party of that person; “associated entity”, when used to indicate a relationship with a person, means (a) an issuer of which the person beneficially owns or controls, directly or indirectly, voting securities entitling the person to more than 10% of the voting rights attached to outstanding securities of the issuer, (b) any partner of the person, (c) any trust or estate in which the person has a substantial beneficial interest or in respect of which a person serves as trustee or in a similar capacity, (d) a relative of that person, including (i) the spouse, or (ii) a relative of the person’s spouse if the relative has the same home as that person; “beneficially owns” includes direct or indirect beneficial ownership of a security holder; “bid” means a take‑over bid or an issuer bid to which Part 2 of National Instrument 62‑104 Take‑Over Bids and Issuer Bids applies; “bona fide lender” means a person that (a) is an issuer insider of an issuer solely through the holding of, or the exercise of control or direction over, securities used as collateral for a debt under a written agreement entered into by the person as a lender, assignee, transferee or participant, 2180 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) is not yet legally entitled to dispose of the securities for the purpose of applying proceeds of realization in repayment of the secured debt, and (c) was not a related party of the issuer at the time the agreement referred to in paragraph (a) was entered into; “business combination” means, for an issuer, an amalgamation, arrangement, consolidation, amendment to the terms of a class of equity securities or any other transaction of the issuer, as a consequence of which the interest of a holder of an equity security of the issuer may be terminated without the holder’s consent, regardless of whether the equity security is replaced with another security, but does not include (a) an acquisition of an equity security of the issuer under a statutory right of compulsory acquisition or, if the issuer is not a corporation, under provisions substantially equivalent to those comprising section 206 of the CBCA, (b) a consolidation of securities that does not have the effect of terminating the interests of holders of equity securities of the issuer in those securities without their consent, through the elimination of post‑consolidated fractional interests or otherwise, except to an extent that is nominal in the circumstances, (c) a termination of a holder’s interest in a security, under the terms attached to the security, for the purpose of enforcing an ownership or voting constraint that is necessary to enable the issuer to comply with legislation, lawfully engage in a particular activity or have a specified level of Canadian ownership, (d) a downstream transaction for the issuer, or (e) a transaction in which no person that is a related party of the issuer at the time the transaction is agreed to (i) would, as a consequence of the transaction, directly or indirectly acquire the issuer or the business of the issuer, or combine with the issuer, through an amalgamation, arrangement or otherwise, whether alone or with joint actors, (ii) is a party to any connected transaction to the transaction, or (iii) is entitled to receive, directly or indirectly, as a consequence of the transaction (A) consideration per equity security that is not identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, (B) a collateral benefit, or (C) consideration for securities of a class of equity securities of the issuer if the issuer has more than one outstanding class of equity securities, unless that consideration is not greater than the entitlement of the general body of holders in Canada of every other class of equity securities of the issuer in relation to the voting and financial participating interests in the issuer represented by the respective securities; 2181 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “CBCA” means the Canada Business Corporations Act, R.S.C. 1985, c. C‑44; “class” includes a series of a class; “collateral benefit”, for a transaction of an issuer or for a bid for securities of an issuer, means any benefit that a related party of the issuer is entitled to receive, directly or indirectly, as a consequence of the transaction or bid, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of the issuer or of another person, regardless of the existence of any offsetting costs to the related party or whether the benefit is provided, or agreed to, by the issuer, another party to the transaction or the offeror in the bid, but does not include (a) a payment or distribution per equity security that is identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, (b) an enhancement of employee benefits resulting from participation by the related party in a group plan, other than an incentive plan, for employees of a successor to the business of the issuer, if the benefits provided by the group plan are generally provided to employees of the successor to the business of the issuer who hold positions of a similar nature to the position held by the related party, or (c) a benefit, not described in paragraph (b), that is received solely in connection with the related party’s services as an employee, director or consultant of the issuer, of an affiliated entity of the issuer or of a successor to the business of the issuer, if (i) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction or bid, (ii) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction or bid in any manner, (iii) full particulars of the benefit are disclosed in the disclosure document for the transaction, or in the directors’ circular in the case of a take‑over bid, and (iv) (A) at the time the transaction is agreed to or the bid is publicly announced, the related party and its associated entities beneficially own or exercise control or direction over less than one per cent of the outstanding securities of each class of equity securities of the issuer, or (B) if the transaction is a business combination for the issuer or a bid for securities of the issuer, (I) the related party discloses to an independent committee of the issuer the amount of consideration that the related party expects it will be beneficially entitled to receive, under the terms of the transaction or bid, in exchange for the equity securities beneficially owned by the related party, 2182 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (II) the independent committee, acting in good faith, determines that the value of the benefit, net of any offsetting costs to the related party, is less than five per cent of the value referred to in subclause (I), and (III) the independent committee’s determination is disclosed in the disclosure document for the transaction, or in the directors’ circular in the case of a take‑over bid; “connected transactions” means two or more transactions that have at least one party in common, directly or indirectly, other than transactions related solely to services as an employee, director or consultant, and (a) are negotiated or completed at approximately the same time, or (b) the completion of at least one of the transactions is conditional on the completion of each of the other transactions; “consultant” means, for an issuer, a person, other than an employee or senior officer of the issuer or of an affiliated entity of the issuer, that (a) is engaged to provide services to the issuer or an affiliated entity of the issuer, other than services provided in relation to a distribution, (b) provides the services under a written contract with the issuer or an affiliated entity of the issuer, and (c) spends or will spend a significant amount of time and attention of the affairs and business of the issuer or an affiliated entity or the issuer and includes, for an individual consultant a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner; “convertible” means convertible into, exchangeable for, or carrying the right or obligation to purchase or otherwise acquire or cause the purchase or acquisition of, another security; “CSE senior tier” has the meaning ascribed to “senior tier” in section 1.3 of the listing rules of the Canadian Securities Exchange, as amended from time to time; “director”, for an issuer that is a limited partnership, includes a director of the general partner of the issuer, except for the purposes of the interpretation of “control”; “disclosure document” means (a) for a take‑over bid including an insider bid, a take‑over bid circular sent to holders of offeree securities, (b) for an issuer bid, an issuer bid circular sent to holders of offeree securities, and (c) for a business combination or a related party transaction, (i) an information circular sent to holders of affected securities, (ii) if no information circular is required, another document sent to holders of affected securities in connection with a meeting of holders of affected securities, or (iii) if no information circular or other document referred to in subparagraph (ii) is required, a material change report filed for the transaction; 2183 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “downstream transaction” means, for an issuer, a transaction between the issuer and a related party of the issuer if, at the time the transaction is agreed to (a) the issuer is a control person of the related party, and (b) to the knowledge of the issuer after reasonable inquiry, no related party of the issuer, other than a wholly‑owned subsidiary entity of the issuer, beneficially owns or exercises control or direction over, other than through its interest in the issuer, more than five per cent of any class of voting or equity securities of the related party that is a party to the transaction; “equity security” means a security of an issuer that carries a residual right to participate in the earnings of the issuer and, on liquidation or winding up of the issuer, in its assets; “fair market value” means, except as provided in paragraph 6.4(2)(d), the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and informed seller, each acting at arm’s length with the other and under no compulsion to act; “formal valuation” means a valuation prepared in accordance with Part 6; “freely tradeable” means, for securities, that (a) the securities are transferable, (b) the securities are not subject to any escrow requirements, (c) the securities do not form part of the holdings of any control person, (d) the securities are not subject to any cease trade order imposed by a securities regulatory authority, (e) all hold periods imposed by securities legislation before the securities can be traded without a prospectus or in reliance on a prospectus exemption have expired, and (f) any period of time imposed by securities legislation for which the issuer has to have been a reporting issuer in a jurisdiction before the securities can be traded without a prospectus or in reliance on a prospectus exemption has passed; “incentive plan” means a group plan that provides for stock options or other equity incentives, profit sharing, bonuses, or other performance‑based payments; “independent committee” means, for an issuer, a committee consisting exclusively of one or more independent directors of the issuer; “independent director” means, for an issuer in respect of a transaction or bid, a director who is independent as determined in section 7.1; “independent valuator” means, for a transaction or bid, a valuator that is independent of all interested parties in the transaction, as determined in section 6.1; “insider bid” means a take‑over bid made by (a) an issuer insider of the offeree issuer, (b) an associated or affiliated entity of an issuer insider of the offeree issuer, (c) an associated or affiliated entity of the offeree issuer, 2184 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) a person described in paragraph (a), (b) or (c) at any time within 12 months preceding the commencement of the bid, or (e) a joint actor with a person referred to in paragraph (a), (b), (c) or (d); “interested party” means (a) for a take‑over bid including an insider bid, the offeror or a joint actor with the offeror, (b) for an issuer bid (i) the issuer, and (ii) any control person of the issuer, or any person that would reasonably be expected to be a control person of the issuer upon successful completion of the issuer bid, (c) for a business combination, a related party of the issuer at the time the transaction is agreed to, if the related party (i) would, as a consequence of the transaction, directly or indirectly acquire the issuer or the business of the issuer, or combine with the issuer, through an amalgamation, arrangement or otherwise, whether alone or with joint actors, (ii) is a party to any connected transaction to the business combination, or (iii) is entitled to receive, directly or indirectly, as a consequence of the transaction (A) consideration per affected security that is not identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, (B) a collateral benefit, or (C) consideration for securities of a class of equity securities of the issuer if the issuer has more than one outstanding class of equity securities, unless that consideration is not greater than the entitlement of the general body of holders in Canada of every other class of equity securities of the issuer in relation to the voting and financial participating interests in the issuer represented by the respective securities, and (d) for a related party transaction, a related party of the issuer at the time the transaction is agreed to, if the related party (i) is a party to the transaction, unless it is a party only in its capacity as a holder of affected securities and is treated identically to the general body of holders in Canada of securities of the same class on a per security basis, or (ii) is entitled to receive, directly or indirectly, as a consequence of the transaction (A) a collateral benefit, or 2185 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (B) a payment or distribution made to one or more holders of a class of equity securities of the issuer if the issuer has more than one outstanding class of equity securities, unless the amount of that payment or distribution is not greater than the entitlement of the general body of holders in Canada of every other class of equity securities of the issuer in relation to the voting and financial participating interests in the issuer represented by the respective securities; “issuer bid” has the meaning ascribed to that term in section 1.1 of National Instrument 62‑104 Take‑Over Bids and Issuer Bids; “issuer insider” means, for an issuer (a) a director or senior officer of the issuer, (b) a director or senior officer of a person that is itself an issuer insider or subsidiary entity of the issuer, or (c) a person that has (i) beneficial ownership of, or control or direction over, directly or indirectly, or (ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of the issuer carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities; “joint actors”, when used to describe the relationship among two or more persons, means persons “acting jointly or in concert” as determined in accordance with section 1.9 of National Instrument 62‑104 Take‑Over Bids and Issuer Bids, with necessary modifications where the term is used in the context of a transaction that is not a take‑over bid or issuer bid, but a security holder is not considered to be a joint actor with an offeror making a bid, or with a person involved in a business combination or related party transaction, solely because there is an agreement, commitment or understanding that the security holder will tender to the bid or vote in favour of the transaction; “liquid market” means a market that meets the criteria specified in section 1.2; “market capitalization” of an issuer means, for a transaction, the aggregate market price of all outstanding securities of all classes of equity securities of the issuer, the market price of the outstanding securities of a class being (a) in the case of equity securities of a class for which there is a published market, the product of (i) the number of securities of the class outstanding as of the close of business on the last business day of the calendar month preceding the calendar month in which the transaction is agreed to or, if no securities of the class were outstanding on that day, on the first business day after that day that securities of the class became outstanding, so long as that day precedes the date the transaction is agreed to, and 2186 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) the market price of the securities at the time referred to in subparagraph (i), on the published market on which the class of securities is principally traded, as determined in accordance with subsections 1.11 (1), (2) and (3) of National Instrument 62‑104 Take‑ Over Bids and Issuer Bids, (b) in the case of equity securities of a class for which there is no published market but that are currently convertible into a class of equity securities for which there is a published market, the product of (i) the number of equity securities into which the convertible securities were convertible as of the close of business on the last business day of the calendar month preceding the calendar month in which the transaction is agreed to or, if no convertible securities were outstanding or convertible on that day, on the first business day after that day that the convertible securities became outstanding or convertible, so long as that day precedes the date the transaction is agreed to, and (ii) the market price of the securities into which the convertible securities were convertible, at the time referred to in subparagraph (i), on the published market on which the class of securities is principally traded, as determined in accordance with subsections 1.11 (1), (2) and (3) of National Instrument 62‑104 Take‑ Over Bids and Issuer Bids, and (c) in the case of equity securities of a class not referred to in paragraph (a) or (b), the amount determined by the issuer’s board of directors in good faith to represent the fair market value of the outstanding securities of that class; “minority approval” means, for a business combination or related party transaction of an issuer, approval of the proposed transaction by a majority of the votes as specified in Part 8, cast by holders of each class of affected securities at a meeting of security holders of that class called to consider the transaction; “offeree issuer” has the meaning ascribed to that term in section 1.1 of National Instrument 62‑104 Take‑Over Bids and Issuer Bids; “offeree security” means a security that is subject to a take‑over bid or issuer bid; “offeror” has the meaning ascribed to that term in section 1.1 of National Instrument 62‑104 Take‑Over Bids and Issuer Bids; “person” in Alberta, Saskatchewan, Manitoba and Ontario, includes (a) an individual, (b) a corporation, (c) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and (d) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative; 2187 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “prior valuation” means a valuation or appraisal of an issuer or its securities or material assets, whether or not prepared by an independent valuator, that, if disclosed, would reasonably be expected to affect the decision of a security holder to vote for or against a transaction, or to retain or dispose of affected securities or offeree securities, other than (a) a report of a valuation or appraisal prepared by a person other than the issuer, if (i) the report was not solicited by the issuer, and (ii) the person preparing the report did so without knowledge of any material information concerning the issuer, its securities or any of its material assets, that had not been generally disclosed at the time the report was prepared, (b) an internal valuation or appraisal prepared for the issuer in the ordinary course of business that has not been made available to, and has been prepared without the participation of (i) the board of directors of the issuer, or (ii) any director or senior officer of an interested party, except a senior officer of the issuer in the case of an issuer bid, (c) a report of a market analyst or financial analyst that (i) has been prepared by or for and at the expense of a person other than the issuer, an interested party, or an associated or affiliated entity of the issuer or an interested party, and (ii) is either generally available to clients of the analyst or of the analyst’s employer or of an associated or affiliated entity of the analyst’s employer or, if not, is not based, so far as the person required to disclose a prior valuation is aware, on any material information concerning the issuer, its securities or any of its material assets, that had not been generally disclosed at the time the report was prepared, (d) a valuation or appraisal prepared by a person or a person retained by that person, for the purpose of assisting the person in determining the price at which to propose a transaction that resulted in the person becoming an issuer insider, if the valuation or appraisal is not made available to any of the independent directors of the issuer, or (e) a valuation or appraisal prepared by an interested party or a person retained by the interested party, for the purpose of assisting the interested party in determining the price at which to propose a transaction that, if pursued, would be an insider bid, business combination or related party transaction, if the valuation or appraisal is not made available to any of the independent directors of the issuer; “published market” means, with respect to any class of securities, a market in Canada or outside of Canada on which the securities are traded, if the prices at which they have been traded on that market are regularly (a) disseminated electronically, or (b) published in a newspaper or business or financial publication of general and regular paid circulation; 2188 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “related party” of an entity means a person, other than a person that is solely a bona fide lender, that, at the relevant time and after reasonable inquiry, is known by the entity or a director or senior officer of the entity to be (a) a control person of the entity, (b) a person of which a person referred to in paragraph (a) is a control person, (c) a person of which the entity is a control person, (d) a person that has (i) beneficial ownership of, or control or direction over, directly or indirectly, or (ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of the entity carrying more than 10% of the voting rights attached to all the entity’s outstanding voting securities, (e) a director or senior officer of (i) the entity, or (ii) a person described in any other paragraph of this definition, (f) a person that manages or directs, to any substantial degree, the affairs or operations of the entity under an agreement, arrangement or understanding between the person and the entity, including the general partner of an entity that is a limited partnership, but excluding a person acting under bankruptcy or insolvency law, (g) a person of which persons described in any paragraph of this definition beneficially own, in the aggregate, more than 50 per cent of the securities of any outstanding class of equity securities, or (h) an affiliated entity of any person described in any other paragraph of this definition; “related party transaction” means, for an issuer, a transaction between the issuer and a person that is a related party of the issuer at the time the transaction is agreed to, whether or not there are also other parties to the transaction, as a consequence of which, either through the transaction itself or together with connected transactions, the issuer directly or indirectly (a) purchases or acquires an asset from the related party for valuable consideration, (b) purchases or acquires, as a joint actor with the related party, an asset from a third party if the proportion of the asset acquired by the issuer is less than the proportion of the consideration paid by the issuer, (c) sells, transfers or disposes of an asset to the related party, (d) sells, transfers or disposes of, as a joint actor with the related party, an asset to a third party if the proportion of the consideration received by the issuer is less than the proportion of the asset sold, transferred or disposed of by the issuer, (e) leases property to or from the related party, 2189 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (f) acquires the related party, or combines with the related party, through an amalgamation, arrangement or otherwise, whether alone or with joint actors, (g) issues a security to the related party or subscribes for a security of the related party, (h) amends the terms of a security of the issuer if the security is beneficially owned, or is one over which control or direction is exercised, by the related party, or agrees to the amendment of the terms of a security of the related party if the security is beneficially owned by the issuer or is one over which the issuer exercises control or direction, (i) assumes or otherwise becomes subject to a liability of the related party, (j) borrows money from or lends money to the related party, or enters into a credit facility with the related party, (k) releases, cancels or forgives a debt or liability owed by the related party, (l) materially amends the terms of an outstanding debt or liability owed by or to the related party, or the terms of an outstanding credit facility with the related party, or (m) provides a guarantee or collateral security for a debt or liability of the related party, or materially amends the terms of the guarantee or security; “senior officer” means the chair or a vice‑chair of the board of directors, a president, a vice‑president, the secretary, the treasurer or the general manager of an issuer or any other individual who performs functions for an issuer similar to those normally performed by an individual occupying any such office, and for an issuer that is a limited partnership, includes a senior officer of the general partner of the issuer; “subsidiary entity” means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary; “take‑over bid” has the meaning ascribed to that term in section 1.1 of National Instrument 62‑104 Take‑Over Bids and Issuer Bids; and “wholly‑owned subsidiary entity”: a person is considered to be a wholly‑ owned subsidiary entity of an issuer if the issuer owns, directly or indirectly, all the voting and equity securities and securities convertible into voting and equity securities of the person. 1.2 Liquid Market (1) For the purposes of this Instrument, a liquid market in a class of securities of an issuer in respect of a transaction exists at a particular time only if (a) there is a published market for the class of securities, (i) during the period of 12 months before the date the transaction is agreed to in the case of a business combination, or 12 months before the date the transaction is publicly announced in the case of an insider bid or issuer bid (A) the number of outstanding securities of the class was at all times at least 5,000,000, excluding securities beneficially owned, or over which control or direction was exercised, by related parties and securities that were not freely tradeable, 2190 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (B) the aggregate trading volume of the class of securities on the published market on which the class was principally traded was at least 1,000,000 securities, (C) there were at least 1,000 trades in securities of the class on the published market on which the class was principally traded, and (D) the aggregate value of the trades in securities of the class on the published market on which the class was principally traded was at least $15,000,000, and (ii) the market value of the class of securities on the published market on which the class was principally traded, as determined in accordance with subsection (2), was at least $75,000,000 for the calendar month preceding the calendar month (A) in which the transaction is agreed to, in the case of a business combination, or (B) in which the transaction is publicly announced, in the case of an insider bid or issuer bid, or (b) if the test set out in paragraph (a) is not met and there is a published market for the class of securities, (i) a person that is qualified and independent of all interested parties to the transaction, as determined on the same basis applicable to a valuator preparing a formal valuation under section 6.1, provides an opinion to the issuer that there is a liquid market in the class at the date the transaction is agreed to in the case of a business combination, or at the date the transaction is publicly announced in the case of an insider bid or issuer bid, (ii) the opinion is included in the disclosure document for the transaction, and (iii) the disclosure document for the transaction includes the same disclosure regarding the person providing the opinion as is required for a valuator under section 6.2. (2) For the purpose of determining whether an issuer satisfies the market value requirement of subparagraph (1)(a)(ii), the market value of a class of securities for a calendar month is calculated by multiplying (a) the number of securities of the class outstanding as of the close of business on the last business day of the calendar month, excluding securities beneficially owned, or over which control or direction was exercised, by related parties of the issuer and securities that were not freely tradeable, by (b) the arithmetic average of the closing prices of the securities of that class on the published market on which that class was principally traded for each of the trading days during the calendar month, if the published market provides a closing price for the securities, or (c) the arithmetic average of the simple averages of the highest and lowest prices of the securities of that class on the published market on which that class was principally traded for each of the trading days for which the securities traded during the calendar month, if the published market does not provide a closing price, but provides only the highest and lowest prices of securities traded on a particular day. 2191 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 1.3 Transactions by Wholly‑Owned Subsidiary Entity – For the purposes of this Instrument, a transaction of a wholly‑owned subsidiary entity of an issuer is deemed to be also a transaction of the issuer, and, for greater certainty, a bid made by a wholly‑ owned subsidiary entity of an issuer for securities of the issuer is deemed to be also an issuer bid made by the issuer.

1.4 Transactions by Underlying Operating Entity of Income Trust – For the purposes of this Instrument, a transaction of an underlying operating entity of an income trust within the meaning of National Policy 41‑201 Income Trusts and Other Indirect Offerings is deemed to be a transaction of the income trust, and a related party of the underlying operating entity is deemed to be a related party of the income trust. 1.5 Redeemable Securities as Consideration in Business Combination – For the purposes of this Instrument, if all or part of the consideration that holders of affected securities receive in a business combination consists of securities that are redeemed for cash within seven days of their issuance, the cash proceeds of the redemption, rather than the redeemed securities, are deemed to be consideration that the holders of the affected securities receive in the business combination. 1.6 Beneficial Ownership (1) Despite any other provision in securities legislation, for the purposes of this Instrument, (a) a person is deemed to own beneficially securities beneficially owned by a person it controls or by an affiliated entity of the controlled person if the affiliated entity is a subsidiary entity of the controlled person, (b) a person is deemed to own beneficially securities beneficially owned by its affiliated entity if the affiliated entity is a subsidiary entity of the person, (2) For the purposes of the definitions of collateral benefit, control person, downstream transaction and related party, in determining beneficial ownership, the provisions of section 1.8 of National Instrument 62‑104 Take‑Over Bids and Issuer Bids apply. (3) In Québec, for the purposes of this Instrument, a person that beneficially owns securities means a person that owns the securities or that holds securities registered under the name of an intermediary acting as nominee, including a trustee or agent. 1.7 Control – For the purposes of the definition of “subsidiary entity”, a person controls a second person if (a) the person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the person to elect a majority of the directors of the second person, unless the person beneficially owns or exercises control or direction over voting securities only to secure an obligation, (b) the second person is a partnership, the person beneficially owns or exercises control or direction over more than 50 per cent of the interests in the partnership, or (c) the second person is a limited partnership, the person is the general partner of the limited partnership or the control person of the general partner. 2192 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 1.8 Entity – For the purposes of the definition of “related party”, an entity has the meaning ascribed to the term “person” in section 1.1, other than an individual. PART 2 INSIDER BIDS 2.1 Application (1) This Part applies to a bid that is an insider bid. (2) This Part does not apply to an insider bid in respect of which the offeror complies with National Instrument 71‑101 The Multijurisdictional Disclosure System, unless persons whose last address as shown on the books of the offeree issuer is in Can hold 20 per cent or more of the class of securities that is the subject of the bid. 2.2 Disclosure (1) The offeror shall disclose in the disclosure document for an insider bid (a) the background to the insider bid, (b) in accordance with section 6.8, every prior valuation in respect of the offeree issuer that has been made in the 24 months before the date of the insider bid, and the existence of which is known, after reasonable inquiry, to the offeror or any director or senior officer of the offeror, (c) the formal valuation exemption, if any, on which the offeror is relying under section 2.4 and the facts supporting that reliance, and (d) the disclosure required by Form 62‑104F2 Issuer Bid Circular of National Instrument 62‑104 Take‑Over Bids and Issuer Bids, to the extent applicable and with necessary modifications. (2) The board of directors of the offeree issuer shall include in the directors’ circular for an insider bid (a) disclosure, in accordance with section 6.8, of every prior valuation in respect of the offeree issuer not disclosed in the disclosure document for the insider bid (i) that has been made in the 24 months before the date of the insider bid, and (ii) the existence of which is known, after reasonable inquiry, to the offeree issuer or to any director or senior officer of the offeree issuer, (b) a description of the background to the insider bid to the extent the background has not been disclosed in the disclosure document for the insider bid, (c) disclosure of any bona fide prior offer that relates to the offeree securities or is otherwise relevant to the insider bid, which offer was received by the issuer during the 24 months before the insider bid was publicly announced, and a description of the offer and the background to the offer, and (d) a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the offeree issuer for the insider bid, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee. 2193 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2.3 Formal Valuation (1) The offeror in an insider bid shall (a) obtain, at its own expense, a formal valuation, (b) provide the disclosure required by section 6.2, (c) include, in accordance with section 6.5, a summary of the formal valuation in the disclosure document for the insider bid, unless the formal valuation is included in its entirety in the disclosure document, and (d) comply with the other provisions of Part 6 applicable to it relating to formal valuations. (2) An independent committee of the offeree issuer shall, and the offeror shall enable the independent committee to (a) determine who the valuator will be, (b) supervise the preparation of the formal valuation, and (c) use its best efforts to ensure that the formal valuation is completed and provided to the offeror in a timely manner. 2.4 Exemptions from Formal Valuation Requirement (1) Section 2.3 does not apply to an offeror in connection with an insider bid in any of the following circumstances: (a) Lack of Knowledge and Representation ‑ neither the offeror nor any joint actor with the offeror has, or has had within the preceding 12 months, any board or management representation in respect of the offeree issuer, or has knowledge of any material information concerning the offeree issuer or its securities that has not been generally disclosed, (b) Previous Arm’s Length Negotiations ‑‑ all of the following conditions are satisfied: (i) the consideration per security under the insider bid is at least equal in value to and is in the same form as the highest consideration agreed to with one or more selling security holders of the offeree issuer in arm’s length negotiations in connection with (A) the making of the insider bid, (B) one or more other transactions agreed to within 12 months before the date of the first public announcement of the insider bid, or (C) a combination of transactions referred to in clauses (A) and (B), (ii) at least one of the selling security holders party to an agreement referred to in clause (i)(A) or (B) beneficially owns or exercises control or direction over, or beneficially owned or exercised control or direction over, and agreed to sell (A) at least five per cent of the outstanding securities of the class of offeree securities, as determined in accordance with subsection (2), if the person that entered into the agreement with the selling security holder beneficially owned 80 per cent or more of the outstanding securities of the class of offeree securities, as determined in accordance with subsection (2), or 2194 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (B) at least 10 per cent of the outstanding securities of the class of offeree securities, as determined in accordance with subsection (2), if the person that entered into the agreement with the selling security holder beneficially owned less than 80 per cent of the outstanding securities of the class of offeree securities, as determined in accordance with subsection (2), (iii) one or more of the selling security holders party to any of the transactions referred to in subparagraph (i) beneficially own or exercise control or direction over, or beneficially owned or exercised control or direction over, and agreed to sell, in the aggregate, at least 20 per cent of the outstanding securities of the class of offeree securities, as determined in accordance with subsection (3), beneficially owned, or over which control or direction was exercised, by persons other than the person, and joint actors with the person, that entered into the agreements with the selling security holders, (iv) the offeror reasonably believes, after reasonable inquiry, that at the time of each of the agreements referred to in subparagraph (i) (A) each selling security holder party to the agreement had full knowledge and access to information concerning the offeree issuer and its securities, and (B) any factors peculiar to a selling security holder party to the agreement, including non‑financial factors, that were considered relevant by that selling security holder in assessing the consideration did not have the effect of reducing the price that would otherwise have been considered acceptable by that selling security holder, (v) at the time of each of the agreements referred to in subparagraph (i), the offeror did not know of any material information in respect of the offeree issuer or the offeree securities that (A) had not been generally disclosed, and (B) if generally disclosed, could have reasonably been expected to increase the agreed consideration, (vi) if any of the agreements referred to in subparagraph (i) was entered into with a selling security holder by a person other than the offeror, the offeror reasonably believes, after reasonable inquiry, that at the time of that agreement, the person did not know of any material information in respect of the offeree issuer or the offeree securities that (A) had not been generally disclosed, and (B) if disclosed, could have reasonably been expected to increase the agreed consideration, (vii) the offeror does not know, after reasonable inquiry, of any material information in respect of the offeree issuer or the offeree securities since the time of each of the agreements referred to in subparagraph (i) that has not been generally disclosed and could reasonably be expected to increase the value of the offeree securities; 2195 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) Auction – all of the following conditions are satisfied: (i) the insider bid is publicly announced or made while (A) one or more bids for securities of the same class that is the subject of the insider bid have been made and are outstanding, or (B) one or more proposed transactions are outstanding that (I) are business combinations in respect of securities of the same class that is the subject of the insider bid and ascribe a per security value to those securities, or (II) would be business combinations in respect of securities of the same class that is the subject of the insider bid, except that they come within the exception in paragraph (e) of the definition of business combination and ascribe a per security value to those securities, (ii) at the time the insider bid is made, the offeree issuer has provided equal access to the offeree issuer, and to information concerning the offeree issuer and its securities, to the offeror in the insider bid, all offerors in the other bids, and all parties to the proposed transactions described in clause (i)(B), (iii) the offeror, in the disclosure document for the insider bid, (A) includes all material information concerning the offeree issuer and its securities that is known to the offeror after reasonable inquiry but has not been generally disclosed, together with a description of the nature of the offeror’s access to the issuer, and (B) states that the offeror does not know, after reasonable inquiry, of any material information concerning the offeree issuer and its securities other than information that has been disclosed under clause (A) or that has otherwise been generally disclosed. (2) For the purposes of subparagraph (b)(ii) of subsection (1), the number of outstanding securities of the class of offeree securities (a) is calculated at the time of the agreement referred to in clause (b)(i)(A) or (B) of subsection (1), if the offeror knows the number of securities of the class outstanding at that time, or (b) if paragraph (a) does not apply, is determined based on the information most recently provided by the offeree issuer in a material change report, or section 5.4 of National Instrument 51‑102 Continuous Disclosure Obligations, immediately preceding the date of the agreement referred to in clause (b)(i)(A) or (B) of subsection (1). (3) For the purposes of subparagraph (b)(iii) of subsection (1), the number of outstanding securities of the class of offeree securities (a) is calculated at the time of the last of the agreements referred to in subparagraph (b)(i) of subsection (1), if the offeror knows the number of securities of the class outstanding at that time, or 2196 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) if paragraph (a) does not apply, is determined based on the information most recently provided by the offeree issuer in a material change report, or section 5.4 of National Instrument 51‑102 Continuous Disclosure Obligations, immediately preceding the date of the last of the agreements referred to in subparagraph (b)(i) of subsection (1). PART 3 ISSUER BIDS 3.1 Application (1) This Part applies to a bid that is an issuer bid. (2) This Part does not apply to an issuer bid that complies with National Instrument 71‑101 The Multijurisdictional Disclosure System, unless persons whose last address as shown on the books of the issuer is in Canada, as determined in accordance with subsections 12.1(2) to (4) of that instrument, hold 20 per cent or more of the class of securities that is the subject of the bid. 3.2 Disclosure – The issuer shall include in the disclosure document for an issuer bid (a) a description of the background to the issuer bid, (b) disclosure, in accordance with section 6.8, of every prior valuation in respect of the issuer (i) that has been made in the 24 months before the date of the issuer bid, and (ii) the existence of which is known, after reasonable inquiry, to the issuer or to any director or senior officer of the issuer, (c) disclosure of any bona fide prior offer that relates to the offeree securities or is otherwise relevant to the issuer bid, which offer was received by the issuer during the 24 months before the issuer bid was publicly announced, and a description of the offer and the background to the offer, (d) a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the issuer bid, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee, (e) a statement of the intention, if known to the issuer after reasonable inquiry, of every interested party to accept or not to accept the issuer bid, (f) a description of the effect that the issuer anticipates the issuer bid, if successful, will have on the direct or indirect voting interest in the issuer of every interested party, and (g) disclosure of the formal valuation exemption, if any, on which the issuer is relying under section 3.4 and the facts supporting that reliance. 3.3 Formal Valuation (1) An issuer that makes an issuer bid shall (a) obtain a formal valuation, (b) provide the disclosure required by section 6.2, 2197 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) include, in accordance with section 6.5, a summary of the formal valuation in the disclosure document for the issuer bid, unless the formal valuation is included in its entirety in the disclosure document, (d) if there is an interested party other than the issuer, state in the disclosure document who will pay or has paid for the valuation, and (e) comply with the other provisions of Part 6 applicable to it relating to formal valuations. (2) The board of directors of the issuer or an independent committee of the board shall (a) determine who the valuator will be, and (b) supervise the preparation of the formal valuation. 3.4 Exemptions from Formal Valuation Requirement – Section 3.3 does not apply to an issuer in connection with an issuer bid in any of the following circumstances: (a) Bid for Non‑Convertible Securities – the issuer bid is for securities that are not equity securities and that are not, directly or indirectly, convertible into equity securities, (b) Liquid Market – the issuer bid is made for securities for which (i) a liquid market exists, (ii) it is reasonable to conclude that, following the completion of the bid, there will be a market for holders of the securities who do not tender to the bid that is not materially less liquid than the market that existed at the time of the making of the bid, and (iii) if an opinion referred to in paragraph (b) of subsection 1.2(1) is provided, the person providing the opinion reaches the conclusion described in subparagraph (b)(ii) of this section 3.4 and so states in its opinion. PART 4 BUSINESS COMBINATIONS 4.1 Application – This Part does not apply to an issuer carrying out a business combination if (a) the issuer is not a reporting issuer, (b) the issuer is a mutual fund, or (c) (i) at the time the business combination is agreed to, securities held by beneficial owners in the local jurisdiction constitute less than two per cent of the outstanding securities of each class of affected securities of the issuer, and (ii) all documents concerning the transaction that are sent generally to other holders of affected securities of the issuer are concurrently sent to all holders of the securities in the local jurisdiction. 2198 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4.2 Meeting and Information Circular (1) Without limiting the application of any other legal requirements that apply to meetings of security holders and information circulars, this section applies only to a business combination for which section 4.5 requires the issuer to obtain minority approval. (2) An issuer proposing to carry out a business combination shall call a meeting of holders of affected securities and send an information circular to those holders. (3) The issuer shall include in the information circular (a) the disclosure required by Form 62‑104F2 Issuer Bid Circular of National Instrument 62‑104 Take‑Over Bids and Issuer Bids, to the extent applicable and with necessary modifications, (b) a description of the background to the business combination, (c) disclosure in accordance with section 6.8 of every prior valuation in respect of the issuer (i) that has been made in the 24 months before the date of the information circular, and (ii) the existence of which is known, after reasonable inquiry, to the issuer or to any director or senior officer of the issuer, (d) disclosure of any bona fide prior offer that relates to the subject matter of or is otherwise relevant to the transaction, which offer was received by the issuer during the 24 months before the business combination was agreed to, and a description of the offer and the background to the offer, (e) a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee, (f) disclosure of the formal valuation exemption, if any, on which the issuer is relying under section 4.4 and the facts supporting that reliance, (g) disclosure of the number of votes attached to the securities that, to the knowledge of the issuer after reasonable inquiry, will be excluded in determining whether minority approval for the business combination is obtained, and (h) the identity of the holders of securities specified in paragraph (g) together with their individual holdings. (4) If, after sending the information circular and before the meeting, a change occurs that, if disclosed, would reasonably be expected to affect the decision of a holder of affected securities to vote for or against the business combination or to retain or dispose of affected securities, the issuer shall promptly disseminate disclosure of the change (a) in a manner that the issuer reasonably determines will inform beneficial owners of affected securities of the change, and (b) sufficiently in advance of the meeting that the beneficial owners of affected securities will be able to assess the impact of the change. (5) If subsection (4) applies, the issuer shall file a copy of the disseminated information contemporaneously with its dissemination. 2199 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4.3 Formal Valuation (1) An issuer shall obtain a formal valuation for a business combination if (a) an interested party would, as a consequence of the transaction, directly or indirectly acquire the issuer or the business of the issuer, or combine with the issuer, through an amalgamation, arrangement or otherwise, whether alone or with joint actors, or (b) an interested party is a party to any connected transaction to the business combination, if the connected transaction is a related party transaction for which the issuer is required to obtain a formal valuation under section 5.4. (2) If a formal valuation is required under subsection (1), the issuer shall (a) provide the disclosure required by section 6.2, (b) include, in accordance with section 6.5, a summary of the formal valuation in the disclosure document for the business combination, unless the formal valuation is included in its entirety in the disclosure document, (c) state in the disclosure document for the business combination who will pay or has paid for the valuation, and (d) comply with the other provisions of Part 6 applicable to it relating to formal valuations. (3) The board of directors of the issuer or an independent committee of the board shall (a) determine who the valuator will be, and (b) supervise the preparation of the formal valuation. 4.4 Exemptions from Formal Valuation Requirement (1) Section 4.3 does not apply to an issuer carrying out a business combination in any of the following circumstances: (a) Issuer Not Listed on Specified Markets – the issuer is not a CSE senior tier issuer and no securities of the issuer are listed or quoted on the Toronto Stock Exchange, Cboe Canada Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the AQSE Growth Market operated by Aquis Stock Exchange Limited, (b) Previous Arm’s Length Negotiations – all of the following conditions are satisfied: (i) the consideration per affected security under the business combination is at least equal in value to and is in the same form as the highest consideration agreed to with one or more selling security holders of the issuer in arm’s length negotiations in connection with (A) the business combination, (B) one or more other transactions agreed to within 12 months before the date of the first public announcement of the business combination, or (C) a combination of transactions referred to in clauses (A) and (B), 2200 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) at least one of the selling security holders party to an agreement referred to in clause (i)(A) or (B) beneficially owns or exercises control or direction over, or beneficially owned or exercised control or direction over, and agreed to sell (A) at least five per cent of the outstanding securities of the class of affected securities, as determined in accordance with subsection (2), if the person that entered into the agreement with the selling security holder beneficially owned 80 per cent or more of the outstanding securities of the class of affected securities, as determined in accordance with subsection (2), or (B) at least 10 per cent of the outstanding securities of the class of affected securities, as determined in accordance with subsection (2), if the person that entered into the agreement with the selling security holder beneficially owned less than 80 per cent of the outstanding securities of the class of affected securities, as determined in accordance with subsection (2), (iii) one or more of the selling security holders party to any of the transactions referred to in subparagraph (i) beneficially owns or exercises control or direction over, or beneficially owned or exercised control or direction over, and agreed to sell, in the aggregate, at least 20 per cent of the outstanding securities of the class of affected securities, as determined in accordance with subsection (3), beneficially owned or over which control or direction was exercised by persons other than the person, and joint actors with the person, that entered into the agreements with the selling security holders, (iv) the person proposing to carry out the business combination with the issuer reasonably believes, after reasonable inquiry, that at the time of each of the agreements referred to in subparagraph (i) (A) each selling security holder party to the agreement had full knowledge of and access to information concerning the issuer and its securities, and (B) any factors peculiar to a selling security holder party to the agreement, including non‑financial factors, that were considered relevant by the selling security holder in assessing the consideration did not have the effect of reducing the price that would otherwise have been considered acceptable by that selling security holder, (v) at the time of each of the agreements referred to in subparagraph (i), the person proposing to carry out the business combination with the issuer did not know of any material information in respect of the issuer or the affected securities that (A) had not been generally disclosed, and (B) if disclosed, could have reasonably been expected to increase the agreed consideration, 2201 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (vi) any of the agreements referred to in subparagraph (i) was entered into with a selling security holder by a person other than the person proposing to carry out the business combination with the issuer, the person proposing to carry out the business combination with the issuer reasonably believes, after reasonable inquiry, that at the time of that agreement, the person entering into the agreement with the selling security holder did not know of any material information in respect of the issuer or the affected securities that (A) had not been generally disclosed, and (B) if disclosed, could have reasonably been expected to increase the agreed consideration, (vii) the person proposing to carry out the business combination with the issuer does not know, after reasonable inquiry, of any material information in respect of the issuer or the affected securities since the time of each of the agreements referred to in subparagraph (i) that has not been generally disclosed and could reasonably be expected to increase the value of the affected securities, (c) Auction – all of the following conditions are satisfied: (i) the business combination is publicly announced while (A) one or more proposed transactions are outstanding that (I) are business combinations in respect of the affected securities, and ascribe a per security value to those securities, or (II) would be business combinations in respect of the affected securities, except that they come within the exception in paragraph (e) of the definition of business combination, and ascribe a per security value to those securities, (B) one or more bids for the affected securities have been made and are outstanding, (ii) at the time the disclosure document for the business combination is sent to the holders of affected securities, the issuer has provided equal access to the issuer, and to information concerning the issuer and its securities, to the person proposing to carry out the business combination with the issuer, all parties to the proposed transactions described in clause (i)(A), and all offerors in the bids, (d) Second Step Business Combination – all of the following conditions are satisfied: (i) the business combination is being effected by an offeror that made a bid, or an affiliated entity of that offeror, and is in respect of the securities of the same class for which the bid was made and that were not acquired in the bid, (ii) the business combination is completed no later than 120 days after the date of expiry of the bid, 2202 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (iii) the consideration per security that the security holders would be entitled to receive in the business combination is at least equal in value to and is in the same form as the consideration that the tendering security holders were entitled to receive in the bid, (iv) the disclosure document for the bid (A) disclosed that if the offeror acquired securities under the bid, the offeror intended to acquire the remainder of the securities under a statutory right of acquisition or under a business combination that would satisfy the conditions in subparagraphs (ii) and (iii), (B) described the expected tax consequences of both the bid and the business combination if, at the time the bid was made, the tax consequences arising from the business combination (I) were reasonably foreseeable to the offeror, and (II) were reasonably expected to be different from the tax consequences of tendering to the bid, and (C) disclosed that the tax consequences of the bid and the business combination may be different if, at the time the bid was made, the offeror could not reasonably foresee the tax consequences arising from the business combination, (e) Non‑redeemable Investment Fund – the issuer is a non‑redeemable investment fund that (i) at least once each quarter calculates and publicly disseminates the net asset value of its securities, and (ii) at the time of publicly announcing the business combination, publicly disseminates the net asset value of its securities as of the business day before the announcement, (f) Amalgamation or Equivalent Transaction with No Adverse Effect on Issuer or Minority – the transaction is a statutory amalgamation, or substantially equivalent transaction, resulting in the combination of the issuer or a wholly‑owned subsidiary entity of the issuer with an interested party, that is undertaken in whole or in part for the benefit of another related party, if all of the following conditions are satisfied: (i) the transaction does not and will not have any adverse tax or other consequences to the issuer, the person resulting from the combination, or beneficial owners of affected securities generally, (ii) no material actual or contingent liability of the interested party with which the issuer or a wholly‑owned subsidiary entity of the issuer is combining will be assumed by the issuer, the wholly‑owned subsidiary entity of the issuer or the person resulting from the combination, (iii) the related party benefiting from the transaction agrees to indemnify the issuer against any liabilities of the interested party with which the issuer, or a wholly‑owned subsidiary entity of the issuer, is combining, 2203 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (iv) after the transaction, the nature and extent of the voting and financial participating interests of holders of affected securities in the person resulting from the combination will be the same as, and the value of their financial participating interests will not be less than, that of their interests in the issuer before the transaction, (v) the related party benefiting from the transaction pays for all of the costs and expenses resulting from the transaction. (2) For the purposes of subparagraph (b)(ii) of subsection (1), the number of outstanding securities of the class of affected securities (a) is calculated at the time of the agreement referred to in clause (b)(i)(A) or (B) of subsection (1), if the person proposing to carry out the business combination with the issuer knows the number of securities of the class outstanding at that time; or (b) if paragraph (a) does not apply, is determined based on the information most recently provided by the issuer in a material change report, or section 5.4 of National Instrument 51‑102 Continuous Disclosure Obligations, immediately preceding the date of the agreement referred to in clause (b)(i)(A) or (B) of subsection (1). (3) For the purposes of subparagraph (b)(iii) of subsection (1), the number of outstanding securities of the class of affected securities (a) is calculated at the time of the last of the agreements referred to in subparagraph (b)(i) of subsection (1), if the person proposing to carry out the business combination with the issuer knows the number of securities of the class outstanding at that time; or (b) if paragraph (a) does not apply, is determined based on the information most recently provided by the issuer in a material change report, or section 5.4 of National Instrument 51‑102 Continuous Disclosure Obligations, immediately preceding the date of the last of the agreements referred to in subparagraph (b)(i) of subsection (1). 4.5 Minority Approval – An issuer shall not carry out a business combination unless the issuer has obtained minority approval for the business combination under Part 8. 4.6 Exemptions from Minority Approval Requirement (1) Section 4.5 does not apply to an issuer carrying out a business combination in any of the following circumstances if the exemption relied on, any formal valuation exemption relied on, and the facts supporting reliance on those exemptions are disclosed in the disclosure document for the business combination: (a) 90 Per Cent Exemption – subject to subsection (2), one or more persons that are interested parties within the meaning of subparagraph (c)(i) of the definition of interested party beneficially own, in the aggregate, 90 per cent or more of the outstanding securities of a class of affected securities at the time that the business combination is agreed to, and either (i) an appraisal remedy is available to holders of the class of affected securities under the statute under which the issuer is organized or is governed as to corporate law matters, or 2204 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) if an appraisal remedy referred to in subparagraph (i) is not available, holders of the class of affected securities are given an enforceable right that is substantially equivalent to the appraisal remedy provided for in section 190 of the CBCA and that is described in the disclosure document for the business combination; (b) Other Transactions Exempt from Formal Valuation – the circumstances described in paragraph (f) of subsection 4.4 (1). (2) If there are two or more classes of affected securities, paragraph (a) of subsection (1) applies only to a class of which the applicable interested parties beneficially own, in the aggregate, 90 per cent or more of the outstanding securities. 4.7 Conditions for Relief from Business Corporations Act Requirements – In Ontario, an issuer that is governed by the Business Corporations Act (“OBCA”) and proposes to carry out a “going private transaction”, as defined in subsection 190(1) of the OBCA, is exempt from subsections (2), (3) and (4) of section 190 of the OBCA, and is not required to make an application for exemption from those subsections under subsection 190(6) of the OBCA, if (a) the transaction is not a business combination, (b) Part 4 does not apply to the transaction by reason of section 4.1, or (c) the transaction is carried out in compliance with Part 4, and, for this purpose, compliance includes reliance on any applicable exemption from a requirement of Part 4, including a discretionary exemption granted under section 9.1. PART 5 RELATED PARTY TRANSACTIONS 5.1 Application – This Part does not apply to an issuer carrying out a related party transaction if (a) the issuer is not a reporting issuer, (b) the issuer is a mutual fund, (c) (i) at the time the transaction is agreed to, securities held by beneficial owners in the local jurisdiction constitute less than two per cent of the outstanding securities of each class of affected securities of the issuer, and (ii) all documents concerning the transaction that are sent generally to other holders of affected securities of the issuer are concurrently sent to all holders of the securities in the local jurisdiction, (d) the parties to the transaction consist solely of (i) an issuer and one or more of its wholly‑owned subsidiary entities, or (ii) wholly‑owned subsidiary entities of the same issuer, (e) the transaction is a business combination for the issuer, (f) the transaction would be a business combination for the issuer except that it comes within an exception in any of paragraphs (a) to (e) of the definition of business combination, 2205 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (g) the transaction is a downstream transaction for the issuer, (h) the issuer is obligated to and carries out the transaction substantially under the terms (i) that were agreed to, and generally disclosed, before December 15, 2000 in Québec and before May 1, 2000 in Ontario, (ii) that were agreed to, and generally disclosed, before the issuer became a reporting issuer, or (iii) of a previous transaction the terms of which were generally disclosed, including an issuance of a convertible security, if the previous transaction was carried out in compliance with this Instrument, including in reliance on any applicable exemption or exclusion, or was not subject to this Instrument, (i) the transaction is a distribution (i) of securities of the issuer and is a related party transaction for the issuer solely because the interested party is an underwriter of the distribution, and (ii) carried out in compliance with, including in reliance on any applicable exemption from, National Instrument 33‑105 Underwriting Conflicts, (j) the issuer is subject to the requirements of Part IX of the Loan and Trust Corporations Act (Ontario), the Act respecting Trust Companies and Savings Companies (Quebec), Part XI of the Bank Act (Canada), Part XI of the Insurance Companies Act (Canada), or Part XI of the Trust and Loan Companies Act (Canada), or any successor to that legislation, and the issuer complies with those requirements, (j.1) in Alberta, Manitoba and New Brunswick, the issuer is subject to the requirements of Part 9 of the Loan and Trust Corporations Act (Alberta), Division VIII of Part XXIV of The Corporations Act (Manitoba), or Part X of the Loan and Trust Companies Act (New Brunswick), or any successor to that legislation, and the issuer complies with those requirements, (j.2) in Saskatchewan, the issuer is subject to the requirements of Part II of The Trust and Loan Corporations Act, 1997, SS 1997, c T‑22.2, or any successor to that legislation, and the issuer complies with those requirements, or (k) the transaction is a rights offering, dividend distribution, or any other transaction in which the general body of holders in Canada of affected securities of the same class are treated identically on a per security basis, if (i) the transaction has no interested party within the meaning of paragraph (d) of the definition of interested party, or (ii) the transaction is a rights offering, there is an interested party only because a related party of the issuer provides a stand‑by commitment for the rights offering, and the stand‑by commitment complies with National Instrument 45‑106 Prospectus Exemptions. 5.2 Material Change Report (1) An issuer shall include in a material change report, if any, required to be filed under securities legislation for a related party transaction (a) a description of the transaction and its material terms, 2206 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the purpose and business reasons for the transaction, (c) the anticipated effect of the transaction on the issuer’s business and affairs, (d) a description of (i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties, and (ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person referred to in subparagraph (i) for which there would be a material change in that percentage, (e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee, (f) a summary, in accordance with section 6.5, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction, (g) disclosure, in accordance with section 6.8, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction (i) that has been made in the 24 months before the date of the material change report, and (ii) the existence of which is known, after reasonable inquiry, to the issuer or to any director or senior officer of the issuer, (h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction, and (i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7, respectively, and the facts supporting reliance on the exemptions. (2) If the issuer files a material change report less than 21 days before the expected date of the closing of the transaction, the issuer shall explain in the news release required to be issued under National Instrument 51‑102 Continuous Disclosure Obligations and in the material change report why the shorter period is reasonable or necessary in the circumstances. (3) Despite paragraphs (1)(f) and 5.4(2)(a), if the issuer is required to include a summary of the formal valuation in the material change report and the formal valuation is not available at the time the issuer files the material change report, the issuer shall file a supplementary material change report containing the disclosure required by paragraph (1)(f) as soon as the formal valuation is available. (4) The issuer shall send a copy of any material change report prepared by it in respect of the transaction to any security holder of the issuer upon request and without charge. 2207 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 5.3 Meeting and Information Circular (1) Without limiting the application of any other legal requirements that apply to meetings of security holders and information circulars, this section applies only to a related party transaction for which section 5.6 requires the issuer to obtain minority approval. (2) An issuer proposing to carry out a related party transaction to which this section applies shall call a meeting of holders of affected securities and send an information circular to those holders. (3) The issuer shall include in the information circular (a) the disclosure required by Form 62‑104F2 Issuer Bid Circular of National Instrument 62‑104 Take‑Over Bids and Issuer Bids, to the extent applicable and with necessary modifications, (b) a description of the background to the transaction, (c) disclosure, in accordance with section 6.8, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction (i) that has been made in the 24 months before the date of the information circular, and (ii) the existence of which is known, after reasonable inquiry, to the issuer or to any director or senior officer of the issuer, (d) disclosure of any bona fide prior offer that relates to the subject matter of or is otherwise relevant to the transaction, which offer was received by the issuer during the 24 months before the transaction was agreed to, and a description of the offer and the background to the offer, (e) a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee, (f) disclosure of the formal valuation exemption, if any, on which the issuer is relying under section 5.5 and the facts supporting that reliance, (g) disclosure of the number of votes attached to the securities that, to the knowledge of the issuer after reasonable inquiry, will be excluded in determining whether minority approval for the related party transaction is obtained, and (h) the identity of the holders of securities specified in paragraph (g) together with their individual holdings. (4) If, after sending the information circular and before the meeting, a change occurs that, if disclosed, would reasonably be expected to affect the decision of a holder of affected securities to vote for or against the related party transaction or to retain or dispose of affected securities, the issuer shall promptly disseminate disclosure of the change (a) in a manner that the issuer reasonably determines will inform beneficial owners of affected securities of the change, and 2208 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) sufficiently in advance of the meeting that the beneficial owners of affected securities will be able to assess the impact of the change. (5) If subsection (4) applies, the issuer shall file a copy of the disseminated information contemporaneously with its dissemination. 5.4 Formal Valuation (1) An issuer shall obtain a formal valuation for a related party transaction described in any of paragraphs (a) to (g) of the definition of related party transaction. (2) If a formal valuation is required under subsection (1), the issuer shall (a) include, in accordance with section 6.5, a summary of the formal valuation in the disclosure document for the related party transaction, unless the formal valuation is included in its entirety in the disclosure document, (b) state in the disclosure document who will pay or has paid for the valuation, and (c) comply with the other provisions of Part 6 applicable to it relating to formal valuations.

(3) The board of directors of the issuer or an independent committee of the board shall (a) determine who the valuator will be, and (b) supervise the preparation of the formal valuation. 5.5 Exemptions from Formal Valuation Requirement – Section 5.4 does not apply to an issuer carrying out a related party transaction in any of the following circumstances: (a) Fair Market Value Not More Than 25% of Market Capitalization – at the time the transaction is agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeds 25 per cent of the issuer’s market capitalization, and for this purpose (i) if either of the fair market values is not readily determinable, any determination as to whether that fair market value exceeds the threshold for this exemption shall be made by the issuer’s board of directors acting in good faith, (ii) if the transaction is one in which the issuer or a wholly‑owned subsidiary entity of the issuer combines with a related party, through an amalgamation, arrangement or otherwise, the subject matter of the transaction shall be deemed to be the securities of the related party held, at the time the transaction is agreed to, by persons other than the issuer or a wholly‑owned subsidiary entity of the issuer, and the consideration for the transaction shall be deemed to be the consideration received by those persons, (iii) if the transaction is one of two or more connected transactions that are related party transactions and would, without the exemption in this paragraph (a), require formal valuations under this Instrument, the fair market values for all of those transactions shall be aggregated in determining whether the tests for this exemption are met, and 2209 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (iv) if the assets involved in the transaction (the “initial transaction”) include warrants, options or other instruments providing for the possible future purchase of securities or other assets (the “future transaction”), the calculation of the fair market value for the initial transaction shall include the fair market value, as of the time the initial transaction is agreed to, of the maximum number of securities or other consideration that the issuer may be required to issue or pay in the future transaction, (b) Issuer Not Listed on Specified Markets – the issuer is not a CSE senior tier issuer and no securities of the issuer are listed or quoted on the Toronto Stock Exchange, Cboe Canada Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the AQSE Growth Market operated by Aquis Stock Exchange Limited, (c) Distribution of Securities for Cash – the transaction is a distribution of securities of the issuer to a related party for cash consideration, if (i) neither the issuer nor, to the knowledge of the issuer after reasonable inquiry, the related party has knowledge of any material information concerning the issuer or its securities that has not been generally disclosed, and the disclosure document for the transaction includes a statement to that effect, and (ii) the disclosure document for the transaction includes a description of the effect of the distribution on the direct or indirect voting interest of the related party, (d) Certain Transactions in the Ordinary Course of Business – the transaction is (i) a purchase or sale, in the ordinary course of business of the issuer, of inventory consisting of personal or movable property under an agreement that has been approved by the board of directors of the issuer and the existence of which has been generally disclosed, or (ii) a lease of real or immovable property or personal or movable property under an agreement on reasonable commercial terms that, considered as a whole, are not less advantageous to the issuer than if the lease was with a person dealing at arm’s length with the issuer and the existence of which has been generally disclosed, (e) Transaction Supported by Arm’s Length Control Person – the interested party beneficially owns, or exercises control or direction over, voting securities of the issuer that carry fewer voting rights than the voting securities beneficially owned, or over which control or direction is exercised, by another security holder of the issuer who is a control person of the issuer and who, in the circumstances of the transaction (i) is not also an interested party, (ii) is at arm’s length to the interested party, and (iii) supports the transaction, 2210 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (f) Bankruptcy, Insolvency, Court Order – (i) the transaction is subject to court approval, or a court orders that the transaction be effected, under (A) bankruptcy or insolvency law, or (B) section 191 of the CBCA, any successor to that section, or equivalent legislation of a jurisdiction, (ii) the court is advised of the requirements of this Instrument regarding formal valuations for related party transactions, and of the provisions of this paragraph (f), and (iii) the court does not require compliance with section 5.4, (g) Financial Hardship – (i) the issuer is insolvent or in serious financial difficulty, (ii) the transaction is designed to improve the financial position of the issuer, (iii) paragraph (f) is not applicable, (iv) the issuer has one or more independent directors in respect of the transaction, and (v) the issuer’s board of directors, acting in good faith, determines, and at least two‑thirds of the issuer’s independent directors, acting in good faith, determine that (A) subparagraphs (i) and (ii) apply, and (B) the terms of the transaction are reasonable in the circumstances of the issuer, (h) Asset Resale – (i) the subject matter of the related party transaction was acquired by the issuer or an interested party, as the case may be, in a prior arm’s length transaction that was agreed to not more than 12 months before the date that the related party transaction is agreed to, and a qualified, independent valuator provides a written opinion that, after making such adjustments, if any, as the valuator considers appropriate in the exercise of the valuator’s professional judgment (A) the value of the consideration payable by the issuer for the subject matter of the related party transaction is not more than the value of the consideration paid by the interested party in the prior arm’s length transaction, or (B) the value of the consideration to be received by the issuer for the subject matter of the related party transaction is not less than the value of the consideration paid by the issuer in the prior arm’s length transaction, and (ii) the disclosure document for the related party transaction includes the same disclosure regarding the valuator as is required in the case of a formal valuation under section 6.2, 2211 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (i) Non‑redeemable Investment Fund – the issuer is a non‑redeemable investment fund that (i) at least once each quarter calculates and publicly disseminates the net asset value of its securities, and (ii) at the time of publicly announcing the related party transaction, publicly disseminates the net asset value of its securities as of the business day before the announcement, (j) Amalgamation or Equivalent Transaction with No Adverse Effect on Issuer or Minority – the transaction is a statutory amalgamation, or substantially equivalent transaction, resulting in the combination of the issuer or a wholly‑owned subsidiary entity of the issuer with an interested party, that is undertaken in whole or in part for the benefit of another related party, if all of the following conditions are satisfied: (i) the transaction does not and will not have any adverse tax or other consequences to the issuer, the person resulting from the combination, or beneficial owners of affected securities generally, (ii) no material actual or contingent liability of the interested party with which the issuer or a wholly‑owned subsidiary entity of the issuer is combining will be assumed by the issuer, the wholly‑owned subsidiary entity of the issuer or the person resulting from the combination, (iii) the related party benefiting from the transaction agrees to indemnify the issuer against any liabilities of the interested party with which the issuer, or a wholly‑owned subsidiary entity of the issuer, is combining, (iv) after the transaction, the nature and extent of the voting and financial participating interests of holders of affected securities in the person resulting from the combination will be the same as, and the value of their financial participating interests will not be less than, that of their interests in the issuer before the transaction, (v) the related party benefiting from the transaction pays for all of the costs and expenses resulting from the transaction. 5.6 Minority Approval – An issuer shall not carry out a related party transaction unless the issuer has obtained minority approval for the transaction under Part 8. 5.7 Exemptions from Minority Approval Requirement (1) Subject to subsections (2), (3), (4) and (5), section 5.6 does not apply to an issuer carrying out a related party transaction in any of the following circumstances if the exemption relied on, any formal valuation exemption relied on, and the facts supporting reliance on those exemptions are disclosed in the disclosure document, if any, for the transaction: (a) Fair Market Value Not More Than 25 Per Cent of Market Capitalization – the circumstances described in paragraph (a) of section 5.5, 2212 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) Fair Market Value Not More Than $2,500,000 ‑ Distribution of Securities for Cash – the circumstances described in paragraph (c) of section 5.5, if (i) the issuer is not a CSE senior tier issuer and no securities of the issuer are listed or quoted on the Toronto Stock Exchange, Cboe Canada Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the AQSE Growth Market operated by Aquis Stock Exchange Limited, (ii) at the time the transaction is agreed to, neither the fair market value of the securities to be distributed in the transaction nor the consideration to be received for those securities, insofar as the transaction involves interested parties, exceeds $2,500,000, (iii) the issuer has one or more independent directors in respect of the transaction who are not employees of the issuer, and (iv) at least two‑thirds of the directors described in subparagraph (iii) approve the transaction, (c) Other Transactions Exempt from Formal Valuation – the circumstances described in paragraphs (d), (e) and (j) of section 5.5, (d) Bankruptcy, Insolvency, Court Order – the circumstances described in subparagraph (f)(i) of section 5.5, if the court is advised of the requirements of this Instrument regarding minority approval for related party transactions, and of the provisions of this paragraph, and the court does not require compliance with section 5.6, (e) Financial Hardship – the circumstances described in paragraph (g) of section 5.5, if there is no other requirement, corporate or otherwise, to hold a meeting to obtain any approval of the holders of any class of affected securities, (f) Loan to Issuer, No Equity or Voting Component – (i) the transaction is a loan, or the creation of a credit facility, that is obtained by the issuer from a related party on reasonable commercial terms that are not less advantageous to the issuer than if the loan or credit facility were obtained from a person dealing at arm’s length with the issuer, and the loan, or each advance under the credit facility, as the case may be, is not (A) convertible, directly or indirectly, into equity or voting securities of the issuer or a subsidiary entity of the issuer, or otherwise participating in nature, or (B) repayable as to principal or interest, directly or indirectly, in equity or voting securities of the issuer or a subsidiary entity of the issuer, (ii) and for this purpose, any amendment to the terms of a loan or credit facility is deemed to create a new loan or credit facility, 2213 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (g) 90 Per Cent Exemption – one or more persons that are interested parties within the meaning of subparagraph (d)(i) of the definition of interested party beneficially own, in the aggregate, 90 per cent or more of the outstanding securities of a class of affected securities at the time the transaction is agreed to, and either (i) an appraisal remedy is available to holders of the class of affected securities under the statute under which the issuer is organized or is governed as to corporate law matters, or (ii) if an appraisal remedy referred to in subparagraph (i) is not available, holders of the class of affected securities are given an enforceable right that is substantially equivalent to the appraisal remedy provided for in section 190 of the CBCA and that is described in an information circular or other document sent to holders of that class of affected securities in connection with a meeting to approve the related party transaction, or, if there is no such meeting, in another document that is sent to those security holders not later than the time by which an information circular or other document would have been required to be sent to them if there had been a meeting. (2) Despite subparagraph (a)(iii) of section 5.5, if the transaction is one of two or more connected transactions that are related party transactions and would, without the exemptions in paragraphs (a) and (b) of subsection (1), require minority approval under this Instrument, the fair market values for all of those transactions shall be aggregated in determining whether the tests for those exemptions are met. (3) If the transaction is a material amendment to the terms of a security, or of a loan or credit facility to which the exemption in paragraph (f) of subsection (1) does not apply, the fair market value tests for the exemptions in paragraphs (a) and (b) of subsection (1) shall be applied to the whole transaction as amended, insofar as it involves interested parties, rather than just to the amendment, and, for this purpose, any addition of, or amendment to, a term involving a right to convert into or otherwise acquire equity or voting securities is deemed to be a material amendment. (4) Subparagraphs (a)(i), (iii) and (iv) of section 5.5 apply to paragraph (b) of subsection 5.7(1) with appropriate modifications. (5) If there are two or more classes of affected securities, paragraph (g) of subsection (1) applies only to a class of which the applicable interested parties beneficially own, in the aggregate, 90 per cent or more of the outstanding securities. PART 6 FORMAL VALUATIONS AND PRIOR VALUATIONS 6.1 Independence and Qualifications of Valuator (1) Every formal valuation required by this Instrument for a transaction shall be prepared by a valuator that is independent of all interested parties in the transaction and that has appropriate qualifications. (2) It is a question of fact as to whether a valuator is independent of an interested party or has appropriate qualifications. 2214 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) A valuator is not independent of an interested party in connection with a transaction if (a) the valuator is an associated or affiliated entity or issuer insider of the interested party, (b) except in the circumstances described in paragraph (e), the valuator acts as an adviser to the interested party in respect of the transaction, but for this purpose, a valuator that is retained by an issuer to prepare a formal valuation for an issuer bid is not, for that reason alone, considered to be an adviser to the interested party in respect of the transaction, (c) the compensation of the valuator depends in whole or in part on an agreement, arrangement or understanding that gives the valuator a financial incentive in respect of the conclusion reached in the formal valuation or the outcome of the transaction, (d) the valuator is (i) a manager or co‑manager of a soliciting dealer group for the transaction, or (ii) a member of a soliciting dealer group for the transaction, if the valuator, in its capacity as a soliciting dealer, performs services beyond the customary soliciting dealer’s function or receives more than the per security or per security holder fees payable to other members of the group, (e) the valuator is the external auditor of the issuer or of an interested party, unless the valuator will not be the external auditor of the issuer or of an interested party upon completion of the transaction and that fact is publicly disclosed at the time of or prior to the public disclosure of the results of the valuation, or (f) the valuator has a material financial interest in the completion of the transaction, and for the purposes of this subsection, references to the valuator include any affiliated entity of the valuator. (4) A valuator that is paid by one or more interested parties in a transaction, or paid jointly by the issuer and one or more interested parties in a transaction, to prepare a formal valuation for the transaction is not, by virtue of that fact alone, not independent. 6.2 Disclosure Regarding Valuator – An issuer or offeror required to obtain a formal valuation for a transaction shall include in the disclosure document for the transaction (a) a statement that the valuator has been determined to be qualified and independent, (b) a description of any past, present or anticipated relationship between the valuator and the issuer or an interested party that may be relevant to a perception of lack of independence, 2215 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) a description of the compensation paid or to be paid to the valuator, (d) a description of any other factors relevant to a perceived lack of independence of the valuator, (e) the basis for determining that the valuator is qualified, and (f) the basis for determining that the valuator is independent, despite any perceived lack of independence, having regard to the amount of the compensation and any factors referred to in paragraphs (b) and (d). 6.3 Subject Matter of Formal Valuation (1) An issuer or offeror required to obtain a formal valuation shall provide the valuation in respect of (a) the offeree securities, in the case of an insider bid or issuer bid, (b) the affected securities, in the case of a business combination, (c) any non‑cash consideration being offered to, or to be received by, the holders of securities referred to in paragraph (a) or (b), and (d) the non‑cash assets involved in a related party transaction. (2) A formal valuation of non‑cash consideration or assets referred to in paragraph (1)(c) or (d) is not required if (a) the non‑cash consideration or assets are securities of a reporting issuer or are securities of a class for which there is a published market, (b) the person that would otherwise be required to obtain the formal valuation of those securities states in the disclosure document for the transaction that the person has no knowledge of any material information concerning the issuer of the securities, or concerning the securities, that has not been generally disclosed, (c) in the case of an insider bid, issuer bid or business combination (i) a liquid market in the class of securities exists, (ii) the securities constitute 25 per cent or less of the number of securities of the class that are outstanding immediately before the transaction, (iii) the securities are freely tradeable at the time the transaction is completed, and (iv) the valuator is of the opinion that a valuation of the securities is not required, and (d) in the case of a related party transaction for the issuer of the securities, the conditions in subparagraphs (c)(i) and (ii) of section 5.5 are satisfied, regardless of the form of the consideration for the securities. 6.4 Preparation of Formal Valuation (1) A formal valuation shall contain the valuator’s opinion as to a value or range of values representing the fair market value of the subject matter of the valuation. 2216 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) A person preparing a formal valuation under this Instrument shall (a) prepare the formal valuation in a diligent and professional manner, (b) prepare the formal valuation as of an effective date that is not more than 120 days before the earlier of (i) the date that the disclosure document for the transaction is first sent to security holders, if applicable, and (ii) the date that the disclosure document is filed, (c) make appropriate adjustments in the formal valuation for material intervening events of which it is aware between the effective date of the valuation and the earlier of the dates referred to in subparagraphs (i) and (ii) of paragraph (b), (d) in determining the fair market value of offeree securities or affected securities, not include in the formal valuation a downward adjustment to reflect the liquidity of the securities, the effect of the transaction on the securities or the fact that the securities do not form part of a controlling interest, and (e) provide sufficient disclosure in the formal valuation to allow the readers to understand the principal judgments and principal underlying reasoning of the valuator so as to form a reasoned judgment of the valuation opinion or conclusion. 6.5 Summary of Formal Valuation (1) An issuer or offeror required to provide a summary of a formal valuation shall ensure that the summary provides sufficient detail to allow the readers to understand the principal judgments and principal underlying reasoning of the valuator so as to form a reasoned judgment of the valuation opinion or conclusion. (2) In addition to the disclosure referred to in subsection (1), if an issuer or offeror is required to provide a summary of a formal valuation, the issuer or offeror shall ensure that the summary (a) discloses (i) the effective date of the valuation, and (ii) any distinctive material benefit that might accrue to an interested party as a consequence of the transaction, including the earlier use of available tax losses, lower income taxes, reduced costs or increased revenues, (b) if the formal valuation differs materially from a prior valuation, explains the differences between the two valuations or, if it is not practicable to do so, the reasons why it is not practicable to do so, (c) indicates an address where a copy of the formal valuation is available for inspection, and (d) states that a copy of the formal valuation will be sent to any security holder upon request and without charge or, if the issuer or offeror providing the summary so chooses, for a nominal charge sufficient to cover printing and postage. 2217 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 6.6 Filing of Formal Valuation (1) An issuer or offeror required to obtain a formal valuation in respect of a transaction shall file a copy of the formal valuation (a) concurrently with the sending of the disclosure document for the transaction to security holders, or (b) concurrently with the filing of a material change report for a related party transaction for which no disclosure document is sent to security holders, or if the formal valuation is not available at the time of filing the material change report, as soon as the formal valuation is available. (2) If the formal valuation is included in its entirety in the disclosure document, an issuer or offeror satisfies the requirement in subsection (1) by filing the disclosure document. 6.7 Valuator’s Consent – An issuer or offeror required to obtain a formal valuation shall (a) obtain the valuator’s consent to the filing of the formal valuation and to the inclusion of the formal valuation or its summary in the disclosure document for the transaction for which the formal valuation was obtained, and (b) include in the disclosure document a statement, signed by the valuator, substantially as follows: We refer to the formal valuation dated •, which we prepared for (indicate name of the person) for (briefly describe the transaction for which the formal valuation was prepared). We consent to the filing of the formal valuation with the securities regulatory authority and the inclusion of [a summary of the formal valuation/the formal valuation] in this document. 6.8 Disclosure of Prior Valuation (1) A person required to disclose a prior valuation shall, in the document in which the prior valuation is required to be disclosed (a) disclose sufficient detail to allow the readers to understand the prior valuation and its relevance to the present transaction, (b) indicate an address where a copy of the prior valuation is available for inspection, and (c) state that a copy of the prior valuation will be sent to any security holder upon request and without charge or, if the issuer or offeror providing the summary so chooses, for a nominal charge sufficient to cover printing and postage. (2) If there are no prior valuations, the existence of which is known after reasonable inquiry, the person that would be required to disclose prior valuations, if any existed, shall include a statement to that effect in the document. 2218 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) Despite anything to the contrary in this Instrument, disclosure of the contents of a prior valuation is not required in a document if (a) the contents are not known to the person required to disclose the prior valuation, (b) the prior valuation is not reasonably obtainable by the person required to disclose it, irrespective of any obligations of confidentiality, and (c) the document contains statements regarding the prior valuation substantially to the effect of paragraphs (a) and (b). 6.9 Filing of Prior Valuation – A person required to disclose a prior valuation shall file a copy of the prior valuation concurrently with the filing of the first document in which that disclosure is required. 6.10 Consent of Prior Valuator Not Required – Despite sections 2.15 and 2.21 of National Instrument 62‑104 Take‑Over Bids and Issuer Bids, a person required to disclose a prior valuation under this Instrument is not required to obtain or file the valuator’s consent to the filing or disclosure of the prior valuation. PART 7 INDEPENDENT DIRECTORS 7.1 Independent Directors (1) For the purposes of this Instrument, it is a question of fact as to whether a director of an issuer is independent. (2) A director of an issuer is not independent in connection with a transaction if the director (a) is an interested party in the transaction, (b) is currently, or has been at any time during the 12 months before the date the transaction is agreed to, an employee, associated entity or issuer insider of an interested party, or of an affiliated entity of an interested party, other than solely in his or her capacity as a director of the issuer, (c) is currently, or has been at any time during the 12 months before the date the transaction is agreed to, an adviser to an interested party in connection with the transaction, or an employee, associated entity or issuer insider of an adviser to an interested party in connection with the transaction, or of an affiliated entity of such an adviser, other than solely in his or her capacity as a director of the issuer, (d) has a material financial interest in an interested party or an affiliated entity of an interested party, or (e) would reasonably be expected to receive a benefit as a consequence of the transaction that is not also available on a pro rata basis to the general body of holders in Canada of offeree securities or affected securities, including, without limitation, the opportunity to obtain a financial interest in an interested party, an affiliated entity of an interested party, the issuer or a successor to the business of the issuer. 2219 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) A member of an independent committee for a transaction to which this Instrument applies shall not receive any payment or other benefit from an issuer, an interested party or a successor to any of them that is contingent upon the completion of the transaction. (4) For the purposes of this section, in the case of an issuer bid, a director of the issuer is not, by that fact alone, not independent of the issuer. PART 8 MINORITY APPROVAL 8.1 General (1) If minority approval is required for a business combination or related party transaction, it shall be obtained from the holders of every class of affected securities of the issuer, in each case voting separately as a class. (2) In determining minority approval for a business combination or related party transaction, an issuer shall exclude the votes attached to affected securities that, to the knowledge of the issuer or any interested party or their respective directors or senior officers, after reasonable inquiry, are beneficially owned or over which control or direction is exercised by (a) the issuer, (b) an interested party, (c) a related party of an interested party, unless the related party meets that description solely in its capacity as a director or senior officer of one or more persons that are neither interested parties nor issuer insiders of the issuer, or (d) a joint actor with a person referred to in paragraph (b) or (c) in respect of the transaction. 8.2 Second Step Business Combination – Despite subsection 8.1(2), the votes attached to securities acquired under a bid may be included as votes in favour of a subsequent business combination in determining whether minority approval has been obtained if (a) the security holder that tendered the securities to the bid was not a joint actor with the offeror in respect of the bid, (b) the security holder that tendered the securities to the bid was not (i) a direct or indirect party to any connected transaction to the bid, or (ii) entitled to receive, directly or indirectly, in connection with the bid (A) consideration per offeree security that was not identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, (B) a collateral benefit, or (C) consideration for securities of a class of equity securities of the issuer if the issuer had more than one outstanding class of equity securities, unless that consideration was not greater than the entitlement of the general body of holders in Canada of every other class of equity securities of the issuer in relation to the voting and financial participating interests in the issuer represented by the respective securities, 2220 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) the business combination is being effected by the offeror that made the bid, or an affiliated entity of that offeror, and is in respect of the securities of the same class for which the bid was made and that were not acquired in the bid, (d) the business combination is completed no later than 120 days after the date of expiry of the bid, (e) the consideration per security that the holders of affected securities would be entitled to receive in the business combination is at least equal in value to and is in the same form as the consideration that the tendering security holders were entitled to receive in the bid, and (f) the disclosure document for the bid (i) disclosed that if the offeror acquired securities under the bid, the offeror intended to acquire the remainder of the securities under a statutory right of acquisition or under a business combination that would satisfy the conditions in paragraphs (d) and (e), (ii) contained a summary of a formal valuation of the securities in accordance with the applicable provisions of Part 6, or contained the valuation in its entirety, if the offeror in the bid was subject to and not exempt from the requirement to obtain a formal valuation, (iii) stated that the business combination would be subject to minority approval, (iv) disclosed the number of votes attached to the securities that, to the knowledge of the issuer after reasonable inquiry, would be required to be excluded in determining whether minority approval for the business combination had been obtained, (v) identified the holders of securities specified in subparagraph (iv) and set out their individual holdings, (vi) identified each class of securities the holders of which would be entitled to vote separately as a class on the business combination, (vii) described the expected tax consequences of both the bid and the business combination if, at the time the bid was made, the tax consequences arising from the business combination (A) were reasonably foreseeable to the offeror, and (B) were reasonably expected to be different from the tax consequences of tendering to the bid, and (viii) disclosed that the tax consequences of the bid and the business combination may be different if, at the time the bid was made, the offeror could not reasonably foresee the tax consequences arising from the business combination. 2221 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 9 EXEMPTION 9.1 Exemption (1) In Québec, the securities regulatory authority may grant an exemption to this Instrument, in whole or in part, subject to those conditions or restrictions as may be imposed in the exemption. This exemption is granted under section 263 of the Securities Act (R.S.Q., C. V‑1). (2) In Ontario, the regulator may grant an exemption to this Instrument, in whole or in part, subject to those conditions or restrictions as may be imposed in the exemption. (3) In Alberta, Saskatchewan, Manitoba and New Brunswick, the regulator or the securities regulatory authority may grant an exemption to this Instrument, in whole or in part, subject to those conditions or restrictions as may be imposed in the exemption. (4) In Saskatchewan, Manitoba and New Brunswick, an exemption referred to in subsection (3) is granted under the statute referred to in Appendix B of National Instrument 14‑101 Definitions opposite the name of the local jurisdiction. PART 10 EFFECTIVE DATE 10.1 Effective Date – This Instrument comes into force on September 3, 2019. If this Instrument is filed with the Registrar of Regulations after September 3, 2019, it comes into force on the day on which it is filed with the Registrar of Regulations”. 13 Sep 2019 SR 65/2019 s6; 22 Aug 2025 SR 67/2025 s. 2222 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2223 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LXV [clause 2(mmm)] MULTILATERAL INSTRUMENT 25‑102 DESIGNATED BENCHMARKS AND BENCHMARK ADMINISTRATORS Note: The text box in this Instrument located after subsection 1(6) refers to terms defined in securities legislation. This text box does not form part of this Instrument. PART 1 DEFINITIONS AND INTERPRETATION Definitions and interpretation 1.(1) In this Instrument, “benchmark individual” means any DBA individual who participates in the provision of, or overseeing the provision of, a designated benchmark; “board of directors” includes, in the case of a person or company that does not have a board of directors, a group that acts in a capacity similar to a board of directors; “contributing individual” means an individual who contributes input data, as an employee or agent, on behalf of a benchmark contributor; “DBA individual” means an individual who is (a) a director, officer or employee of a designated benchmark administrator, or (b) an agent of a designated benchmark administrator who performs services on behalf of the designated benchmark administrator; “designated benchmark” means a benchmark that is designated for the purposes of this Instrument by a decision of the securities regulatory authority; “designated benchmark administrator” means (a) in Québec, a benchmark administrator that is subject to securities legislation by a decision of the securities regulatory authority, and (b) in every other jurisdiction, a benchmark administrator that is designated for the purposes of this Instrument by a decision of the securities regulatory authority; “designated critical benchmark” means a benchmark that is designated for the purposes of this Instrument as a “critical benchmark” by a decision of the securities regulatory authority; “ designated commodity benchmark” means a benchmark that is: (a) determined by reference to or an assessment of an underlying interest that is a commodity other than a currency, and (b) designated for the purposes of this Instrument as a “commodity benchmark” by a decision of the securities regulatory authority; 2224 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “designated interest rate benchmark” means a benchmark that is designated for the purposes of this Instrument as an “interest rate benchmark” by a decision of the securities regulatory authority; “designated regulated‑data benchmark” means a benchmark that is designated for the purposes of this Instrument as a “regulated‑data benchmark” by a decision of the securities regulatory authority; “expert judgment” means the discretion exercised by (a) a designated benchmark administrator with respect to the use of input data in determining a benchmark, and (b) a benchmark contributor with respect to input data; “front office” means any department, division or other internal grouping that performs any pricing, trading, sales, marketing, advertising, solicitation, structuring or brokerage activities on behalf of a benchmark contributor or an affiliated entity of a benchmark contributor; “ front office employee” means any employee or agent that performs any pricing, trading, sales, marketing, advertising, solicitation, structuring or brokerage activities on behalf of a benchmark contributor or an affiliated entity of a benchmark contributor; “input data” means data in respect of any measurement of one or more assets, interests or elements, including, but not limited to, the value or price of the asset, interest or element, if that data is contributed, or otherwise obtained, by a designated benchmark administrator for the purpose of determining a designated benchmark; “management’s statement” means a statement of management of a designated benchmark administrator or a benchmark contributor, as applicable; “methodology” means a document describing how a designated benchmark administrator determines a designated benchmark; “reasonable assurance report on controls” means a report prepared on a reasonable assurance basis (a) by a public accountant, on the statement of an individual or management of a person or company, as applicable, that (i) relates to the description, design and implementation of policies, procedures and controls by the individual or management with respect to applicable subject requirements, and (ii) states whether those policies, procedures and controls operated effectively over the applicable period, and (b) in accordance with (i) the Handbook, or (ii) International Standards on Assurance Engagements set by the International Auditing and Assurance Standards Board, as amended from time to time; 2225 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “subject requirements” means (a.0) paragraphs 13.1(1)(a) and (b), (a) paragraphs 32(1)(a) and (b), (b) paragraphs 33(1)(a) and (b), (c) paragraphs 36(1)(a), (b) and (c), (d) paragraphs 37(1)(a), (b) and (c), (e) paragraphs 38(1)(a), (b) and (c), and (f) paragraphs 40.13(1)(a) and (b); “transaction data” means the data in respect of a price, rate, index or value representing transactions (a) between persons or companies each of which is not an affiliated entity of one another, and (b) occurring in an active market subject to competitive supply and demand forces (2) Terms defined in National Instrument 21‑101 Marketplace Operation and used in this Instrument have the respective meanings ascribed to them in that Instrument. (3) For the purposes of this Instrument, input data is considered to have been contributed to a designated benchmark administrator if (a) it is not reasonably available to (i) the designated benchmark administrator, or (ii) another person or company, other than the benchmark contributor, for the purpose of providing the input data to the designated benchmark administrator, and (b) it is provided to the designated benchmark administrator or the other person or company referred to in subparagraph (a)(ii) for the purpose of determining a benchmark. (4) For the purposes of this Instrument, a designated benchmark administrator is considered to have provided a designated benchmark if any of the following apply: (a) the administrator collects, analyzes, processes or otherwise uses the input data for the purposes of determining the benchmark; (b) the administrator determines the benchmark through the application of the methodology applicable to the benchmark; (c) the administrator administers any other arrangements for determining the benchmark. (5) Subject to subsections (6), (7) and (8), Appendix A contains definitions of terms used in this Instrument. 2226 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (6) Subsection (5) does not apply in Alberta, New Brunswick, Nova Scotia, Ontario or Saskatchewan. Note: In Alberta, New Brunswick, Nova Scotia, Ontario and Saskatchewan, the terms in Appendix A are defined in securities legislation. (7) In British Columbia, the definitions of “benchmark” and “benchmark contributor” in the Securities Act (British Columbia) apply to this Instrument. (8) In Québec, the definitions of “benchmark” and “benchmark administrator” in the Securities Act (Québec) apply to this Instrument. (9) In this Instrument, a person or company is an affiliated entity of another person or company if either of the following applies: (a) one is the subsidiary of the other; (b) each is a subsidiary of, or controlled by, the same person or company. (10) For the purposes of paragraph (9)(b), a person or company (first person) controls another person or company (second person) if any of the following apply: (a) the first person beneficially owns, or controls or directs, directly or indirectly, securities of the second person carrying votes that, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation; (b) the second person is a partnership, other than a limited partnership, and the first person holds more than a 50% interest in the partnership; (c) the second person is a limited partnership and the general partner of the limited partnership is the first person; (d) the second person is a trust and the first person is a trustee of the trust. PART 2 DELIVERY REQUIREMENTS Information on a designated benchmark administrator 2.(1) In this section, the following terms have the same meaning as in section 1.1 of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards: (a) “accounting principles”; (b) “auditing standards”; (c) “U.S. GAAP”; (d) “U.S. PCAOB GAAS. (2) In this section, “parent issuer” means an issuer in respect of which a designated benchmark administrator is a subsidiary. 2227 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) A designated benchmark administrator must deliver to the regulator or securities regulatory authority (a) information that a reasonable person would consider describes the designated benchmark administrator’s organization, structure and administration of benchmarks, including, for greater certainty, a description of its policies and procedures required under this Instrument, conflicts of interest and potential conflicts of interest, any person or company referred to in section 13 to which a designated benchmark administrator has outsourced a function, service or activity in the provision of a designated benchmark, benchmark individuals, the officer referred to in section 6 and sources of revenue, and (b) annual financial statements for the designated benchmark administrator’s most recently completed financial year that include all of the following: (i) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows for (A) the most recently completed financial year, and (B) the financial year, if any, immediately preceding the most recently completed financial year; (ii) a statement of financial position at the end of each of the periods referred to in subparagraph (i); (iii) notes to the annual financial statements. (4) For the purposes of paragraph (3)(b), if a designated benchmark administrator is a subsidiary of a parent issuer, the designated benchmark administrator may instead deliver consolidated annual financial statements, for the most recently completed financial year of the parent issuer, that include all of the following: (a) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows for (i) the most recently completed financial year, and (ii) the financial year, if any, immediately preceding the most recently completed financial year; (b) a statement of financial position at the end of each of the periods referred to in paragraph (a); (c) notes to the annual financial statements. (5) The annual financial statements delivered under paragraph (3)(b) or subsection (4) must be audited. (6) The notes to the annual financial statements delivered under paragraph (3) (b) or subsection (4) must identify the accounting principles used to prepare the annual financial statements. 2228 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (7) The annual financial statements delivered under paragraph (3)(b) or subsection (4) must (a) be prepared in accordance with one of the following accounting principles: (i) Canadian GAAP applicable to publicly accountable enterprises; (ii) Canadian GAAP applicable to private enterprises, if (A) the financial statements consolidate any subsidiaries and account for significantly influenced investees and joint ventures using the equity method, and (B) the designated benchmark administrator or parent issuer, as applicable, is a “private enterprise” as defined in the Handbook; (iii) IFRS; (iv) U.S. GAAP, (b) be audited in accordance with one of the following auditing standards: (i) Canadian GAAS; (ii) International Standards on Auditing; (iii) U.S. PCAOB GAAS, and (c) be accompanied by an auditor’s report that, (i) if subparagraph (b)(i) or (ii) applies, expresses an unmodified opinion, (ii) if subparagraph (b)(iii) applies, expresses an unqualified opinion, and (iii) identifies the auditing standards used to conduct the audit. (8) The information required under subsection (3) must be provided for the periods set out in, and be prepared in accordance with, Form 25‑102F1 Designated Benchmark Administrator Annual Form and must be delivered (a) on or before the 30th day after the designated benchmark administrator is designated, and (b) no later than 90 days after the end of each completed financial year of the designated benchmark administrator.

(9) If any of the information delivered by a designated benchmark administrator under paragraph (3)(a) becomes inaccurate, and a reasonable person would consider the inaccuracy to be significant, the designated benchmark administrator must promptly deliver a completed amended Form 25‑102F1 Designated Benchmark Administrator Annual Form that includes the accurate information. 2229 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Information on a designated benchmark 3.(1) A designated benchmark administrator must, for each designated benchmark that it administers, deliver to the regulator or securities regulatory authority (a) information about the provision and distribution of the designated benchmark, including, for greater certainty, its procedures, methodologies and distribution model, and (b) the code of conduct, if any, for the benchmark contributors. (2) The information required under subsection (1) must be provided for the periods set out in, and be prepared in accordance with, Form 25‑102F2 Designated Benchmark Annual Form and must be delivered (a) on or before the 30th day after the designated benchmark is designated, and (b) no later than 90 days after the end of each completed financial year of the designated benchmark administrator. (3) If any of the information delivered by a designated benchmark administrator under paragraph (1)(a) in respect of a designated benchmark it administers becomes inaccurate, and a reasonable person would consider the inaccuracy to be significant, the designated benchmark administrator must promptly deliver a completed amended Form 25‑102F2 Designated Benchmark Annual Form that includes the accurate information. Submission to jurisdiction and appointment of agent for service of process 4.(1) A designated benchmark administrator must, if the designated benchmark administrator is incorporated or organized under the laws of a foreign jurisdiction, submit to the non‑exclusive jurisdiction of the judiciary and quasi‑judicial and other administrative bodies of the local jurisdiction and appoint an agent for service of process in Canada in a jurisdiction in which the designated benchmark administrator is designated. (2) The submission to jurisdiction and appointment required under subsection (1) must be prepared in accordance with Form 25‑102F3 Submission to Jurisdiction and Appointment of Agent for Service of Process and must be delivered on or before the 30th day after the designated benchmark administrator is designated. (3) A designated benchmark administrator, or a benchmark administrator referred to in subsection (4), must deliver an amended Form 25‑102F3 Submission to Jurisdiction and Appointment of Agent for Service of Process containing updated information at least 30 days before the effective date of any change that would result in a change to the information provided in the Form. (4) Subsection (3) applies to a benchmark administrator until the date that is 6 years after the date on which the benchmark administrator ceases to be a designated benchmark administrator. 2230 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 3 GOVERNANCE Accountability framework requirements 5.(1) A designated benchmark administrator must establish, document, maintain and apply an accountability framework of policies and procedures that are reasonably designed to (a) ensure and evidence compliance with securities legislation relating to benchmarks, and (b) for each designated benchmark it administers, ensure and evidence that the designated benchmark administrator follows the methodology applicable to the designated benchmark. (2) An accountability framework referred to in subsection (1) must specify how the designated benchmark administrator complies with each of the following: (a) Part 7; (b) subsection 2(5), paragraph 18(1)(c), sections 32 and 36 and subsection 39(7) as they relate to internal review auditor or a reasonable assurance report on controls; (c) the policies and procedures referred to in section 12. Compliance officer 6.(1) A designated benchmark administrator must designate an officer to be responsible for monitoring and assessing compliance by the designated benchmark administrator and its DBA individuals with securities legislation relating to benchmarks. (2) A designated benchmark administrator must not prevent or restrict the officer referred to in subsection (1) from directly accessing the designated benchmark administrator’s board of directors or a member of the board of directors. (3) An officer referred to in subsection (1) must do all of the following: (a) in the case of a benchmark (i) that is not a designated commodity benchmark, monitor and assess compliance by the designated benchmark administrator and its DBA individuals with securities legislation relating to benchmarks including, for greater certainty, the accountability framework referred to in section 5 and the control framework referred to in section 8, and (ii) that is a designated commodity benchmark, monitor and assess compliance by the designated benchmark administrator and its DBA individuals with securities legislation relating to benchmarks including, for greater certainty, subsection 5(1) and section 40.3; 2231 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) at least once every 12 months, submit a report to the designated benchmark administrator’s board of directors that describes (i) the officer’s activities referred to in paragraph (a), (ii) in the case of a benchmark that is not a designated commodity benchmark, compliance by the designated benchmark administrator and its DBA individuals with securities legislation relating to benchmarks including, for greater certainty, the accountability framework referred to in section 5 and the control framework referred to in section 8, (ii.1) in the case of a designated commodity benchmark, compliance by the designated benchmark administrator and its DBA individuals with securities legislation relating to benchmarks including, for greater certainty, subsection 5(1) and section 40.3, and (iii) whether the designated benchmark administrator has followed the methodology applicable to each designated benchmark it administers; (c) submit a report to the designated benchmark administrator’s board of directors as soon as reasonably possible if the officer becomes aware of any circumstances indicating that the designated benchmark administrator or its DBA individuals might not be in compliance with securities legislation relating to benchmarks and any of the following apply: (i) a reasonable person would consider that the suspected non‑compliance, if actual, poses a significant risk of financial loss to a benchmark user or to any other person or company; (ii) a reasonable person would consider that the suspected non‑compliance, if actual, poses a significant risk of harm to the integrity of capital markets; (iii) a reasonable person would consider that the suspected non‑compliance, if actual, is part of a pattern of non‑compliance. (4) An officer referred to in subsection (1) must not participate in any of the following: (a) the provision of a designated benchmark; (b) the determination of compensation for any DBA individuals, other than for a DBA individual who reports directly to the officer. (5) An officer referred to in subsection (1) must certify that a report submitted under paragraph (3)(b) is accurate and complete. (6) A designated benchmark administrator must not provide a payment or other financial incentive to an officer referred to in subsection (1), or any DBA individual who reports directly to the officer, if the payment or other financial incentive would create a conflict of interest. (7) A designated benchmark administrator must establish, document, maintain and apply policies and procedures reasonably designed to ensure compliance with subsection (6). 2232 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (8) A designated benchmark administrator must deliver to the regulator or securities regulatory authority, promptly after it is submitted to the board of directors, a report referred to in paragraph (3)(b) or (c). Oversight committee 7.(1) In this section, “oversight committee” means the committee referred to in subsection (2). (2) A designated benchmark administrator must establish and maintain a committee to oversee the provision of a designated benchmark. (3) The oversight committee must not include any individual who is a member of the board of directors of the designated benchmark administrator. (4) The oversight committee must provide a copy of its recommendations on benchmark oversight to the board of directors of the designated benchmark administrator. (5) A designated benchmark administrator must establish, document, maintain and apply policies and procedures regarding the structure and mandate of the oversight committee. (6) The board of directors of a designated benchmark administrator must appoint the members of the oversight committee. (7) A designated benchmark administrator must not distribute information relating to a designated benchmark unless its board of directors has (a) approved the policies and procedures referred to in subsection (5), and (b) approved the procedures referred to in paragraph (8)(d). (8) The oversight committee must, for each designated benchmark that the designated benchmark administrator administers, do all of the following: (a) review the methodology of the designated benchmark at least once every 12 months and consider if any changes to the methodology are required; (b) oversee any changes to the methodology of the designated benchmark, including requesting that the designated benchmark administrator consult with benchmark contributors or benchmark users on any significant changes to the methodology of the designated benchmark; (c) oversee the management and operation of the designated benchmark, including the designated benchmark administrator’s control framework referred to in section 8; (d) review and approve procedures for any cessation of the designated benchmark, including procedures governing consultations about a cessation of the designated benchmark; (e) oversee any person or company referred to in section 13 to which a designated benchmark administrator has outsourced a function, service or activity in the provision of the designated benchmark, including calculation agents and dissemination agents; (f) assess any report resulting from an internal review auditor or any reasonable assurance report on controls; 2233 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (g) monitor the implementation of any remedial actions relating to an internal review auditor or any reasonable assurance report on controls; (h) keep minutes of its meetings; (i) if the designated benchmark is based on input data from a benchmark contributor, (i) oversee the designated benchmark administrator’s establishment, documentation, maintenance and application of the code of conduct referred to in section 23, (ii) monitor each of the following: (A) the input data; (B) the contribution of input data by the benchmark contributor; (C) the actions of the designated benchmark administrator in challenging or validating contributions of input data, (iii) take reasonable measures regarding any breach of the code of conduct referred to in section 23 to mitigate the impact of the breach and prevent additional breaches in the future, if a reasonable person would consider that the breach is significant, and (iv) promptly notify the board of directors of the designated benchmark administrator of any breach of the code of conduct referred to in section 23, if a reasonable person would consider that the breach is significant. (9) If the oversight committee becomes aware that the board of directors of the designated benchmark administrator has acted or intends to act contrary to any recommendations or decisions of the oversight committee, the oversight committee must record that fact in the minutes of its next meeting. (10) If the oversight committee becomes aware of any of the following, the oversight committee must promptly report it to the regulator or securities regulatory authority: (a) any misconduct by the designated benchmark administrator in relation to the provision of a designated benchmark, if a reasonable person would consider that the misconduct is significant; (b) any misconduct by a benchmark contributor in respect of a designated benchmark that is based on input data from the benchmark contributor, if a reasonable person would consider that the misconduct is significant; (c) any input data that (i) a reasonable person would consider is anomalous or suspicious, and (ii) is used in determining the benchmark or is contributed by a benchmark contributor. (11) The oversight committee, and each of its members, must carry out its, and their, actions and duties under this Instrument with integrity. (12) A member of the oversight committee must disclose in writing to the committee the nature and extent of any conflict of interest the member has in respect of the designated benchmark or the designated benchmark administrator. 2234 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Control framework 8.(1) In this section, “control framework” means the policies, procedures and controls referred to in subsections (2), (3) and (4). (2) A designated benchmark administrator must establish, document, maintain and apply policies, procedures and controls that are reasonably designed to ensure that a designated benchmark is provided in accordance with this Instrument. (3) Without limiting the generality of subsection (2), a designated benchmark administrator must ensure that its control framework includes controls relating to all of the following: (a) management of operational risk, including any risk of financial loss, disruption or damage to the reputation of the designated benchmark administrator from any failure of its information technology systems; (b) business continuity and disaster recovery plans; (c) contingency procedures in the event of a disruption to the provision of the designated benchmark or the process applied to provide the designated benchmark. (4) A designated benchmark administrator must establish, document, maintain and apply policies, procedures and controls reasonably designed to (a) ensure that benchmark contributors comply with the code of conduct referred to in section 23 and the standards for input data in the methodology of the designated benchmark, (b) monitor input data before any publication relating to the designated benchmark, and (c) validate input data after publication to identify errors and anomalies. (5) A designated benchmark administrator must promptly provide written notice to the regulator or securities regulatory authority describing any security incident or any systems issue relating to a designated benchmark it administers, if a reasonable person would consider that the security incident or systems issue is significant. (6) A designated benchmark administrator must review and update its control framework on a reasonably frequent basis and at least once every 12 months. (7) A designated benchmark administrator must make its control framework available, on request and free of charge, to any benchmark user. Governance requirements 9.(1) A designated benchmark administrator must establish and document its organizational structure. (2) The organizational structure referred to in subsection (1) must establish well‑defined roles and responsibilities for each person or company involved in the provision of a designated benchmark administered by the designated benchmark administrator. 2235 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) A designated benchmark administrator must establish, document, maintain and apply policies and procedures reasonably designed to ensure that each of its benchmark individuals (a) has the necessary skills, knowledge, experience, reliability and integrity for the duties assigned to the individual, and (b) is subject to adequate management and supervision. (4) A designated benchmark administrator must ensure that any information published by the benchmark administrator relating to a designated benchmark is approved by a manager of the designated benchmark administrator. Conflicts of interest 10.(1) A designated benchmark administrator must establish, document, maintain and apply policies and procedures that are reasonably designed to (a) identify and eliminate or manage conflicts of interest involving the designated benchmark administrator and its managers, benchmark contributors, benchmark users, DBA individuals and any affiliated entity of the designated benchmark administrator, (b) ensure that the exercise of expert judgment by the benchmark administrator or DBA individuals is independently and honestly exercised, (c) protect the integrity and independence of the provision of a designated benchmark, (d) ensure that an officer referred to in section 6, or any DBA individual who reports directly to the officer, does not receive compensation or other financial incentive from which conflicts of interest arise or that otherwise adversely affect the integrity of the benchmark determination, and (e) ensure that each of its benchmark individuals is not subject to undue influence, undue pressure or conflicts of interest, including, for greater certainty, ensuring that each of the benchmark individuals (i) is not subject to compensation or performance evaluations from which conflicts of interest arise or that otherwise adversely affect the integrity of the benchmark determination, (ii) does not have any financial interests, relationships or business connections that adversely affect the integrity of the designated benchmark administrator, (iii) does not contribute to a determination of a designated benchmark by way of engaging in bids, offers or trades on a personal basis or on behalf of market participants, except as permitted under the policies and procedures of the designated benchmark administrator, and 2236 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (iv) is subject to policies and procedures to prevent the exchange of information that might affect a designated benchmark with the following, except as permitted under the policies and procedures of the designated benchmark administrator: (A) any other DBA individual if that individual is involved in an activity that results in a conflict of interest or a potential conflict of interest, (B) a benchmark contributor or any other person or company. (2) A designated benchmark administrator must establish, document, maintain and apply policies and procedures that are reasonably designed to keep separate, operationally, the business of a designated benchmark administrator relating to the designated benchmark it administers, and its benchmark individuals, from any other business activity of the designated benchmark administrator if the designated benchmark administrator becomes aware of a conflict of interest or a potential conflict of interest involving the business of the designated benchmark administrator relating to any designated benchmark. (3) A designated benchmark administrator must promptly publish a description of a conflict of interest, or a potential conflict of interest, in respect of a designated benchmark (a) if a reasonable person would consider the risk of harm to any person or company arising from the conflict of interest, or the potential conflict of interest, is significant, and (b) on becoming aware of the conflict of interest, or the potential conflict of interest, including, for greater certainty, a conflict or potential conflict arising from the ownership or control of the designated benchmark administrator. (4) A designated benchmark administrator must ensure that the policies and procedures referred to in subsection (1) (a) take into account the nature and categories of the designated benchmarks it administers and the risks that each designated benchmark poses to capital markets and benchmark users, (b) protect the confidentiality of information provided to or produced by the designated benchmark administrator, subject to the disclosure requirements under Part 5, and (c) identify and eliminate or manage conflicts of interest, including, for greater certainty, those that arise as a result of (i) expert judgment or other discretion exercised in the benchmark determination process, (ii) the ownership or control of the designated benchmark administrator or any affiliated entity of the designated benchmark administrator, and (iii) any other person or company exercising control or direction over the designated benchmark administrator in relation to determining the designated benchmark. 2237 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (5) If a designated benchmark administrator fails to apply or follow a policy or procedure referred to in subsection (4), and a reasonable person would consider the failure to be significant, the designated benchmark administrator must promptly provide written notice of the significant failure to the regulator or securities regulatory authority. Reporting of contraventions 11.(1) A designated benchmark administrator must establish, document, maintain and apply systems and controls reasonably designed to detect and promptly report to the regulator or securities regulatory authority any conduct by a DBA individual or a benchmark contributor that might involve the following: (a) manipulation or attempted manipulation of a designated benchmark; (b) provision or attempted provision of false or misleading information in respect of a designated benchmark. (2) A designated benchmark administrator must establish, document, maintain and apply policies and procedures for its DBA individuals to report any contravention of securities legislation relating to benchmarks to the officer referred to in section 6. (3) A designated benchmark administrator must promptly provide written notice to the regulator or securities regulatory authority describing any conduct that it, or any of its DBA individuals, becomes aware of that might involve the following: (a) manipulation or attempted manipulation of a designated benchmark; (b) provision or attempted provision of false or misleading information in respect of a designated benchmark. Complaint procedures 12.(1) A designated benchmark administrator must establish, document, maintain, apply and publish policies and procedures reasonably designed to ensure that the designated benchmark administrator receives, investigates and resolves complaints relating to a designated benchmark, including, for greater certainty, complaints in respect of each of the following: (a) whether a determination of a designated benchmark accurately and reliably represents that part of the market or economy the benchmark is intended to represent; (b) whether a determination of a designated benchmark was made in accordance with the methodology of the designated benchmark; (c) the methodology of a designated benchmark or any proposed change to the methodology. (2) A designated benchmark administrator must do all of the following: (a) provide a written copy of the complaint procedures at no cost to any person or company on request; (b) investigate a complaint in a timely and fair manner; 2238 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) communicate the outcome of the investigation of a complaint to the complainant within a reasonable period; (d) conduct the investigation of a complaint independently of persons who might have been involved in the subject matter of the complaint. Outsourcing 13.(1) A designated benchmark administrator must not outsource a function, service or activity relating to the administration of a designated benchmark in such a way as to significantly impair any of the following: (a) the designated benchmark administrator’s control over the provision of the designated benchmark; (b) the ability of the designated benchmark administrator to comply with securities legislation relating to benchmarks. (2) A designated benchmark administrator that outsources a function, service or activity in the provision of a designated benchmark must establish, document, maintain and apply policies and procedures reasonably designed to ensure that (a) the person or company performing the function or activity or providing the service has the ability, capacity, and any authorization required by law, to perform the outsourced function or activity, or provide the service, reliably and effectively, (b) the designated benchmark administrator maintains records documenting the identity and the tasks of the person or company performing the function or activity or providing the service and that those records are available in a manner that permits them to be provided to the regulator or, in Québec, the securities regulatory authority, in a reasonable period, (c) the designated benchmark administrator and the person or company to which a function, service or activity is outsourced enter into a written agreement that (i) imposes service level requirements on the person or company, (ii) allows the designated benchmark administrator to terminate the agreement when appropriate, (iii) requires the person or company to disclose to the designated benchmark administrator any development that may have a significant impact on the person or company’s ability to perform the outsourced function or activity, or provide the outsourced service, in compliance with applicable law, (iv) requires the person or company to cooperate with the regulator or securities regulatory authority regarding a compliance review or investigation involving the outsourced function, service or activity, (v) allows the designated benchmark administrator to directly access (A) the books, records and other documents related to the outsourced function, service or activity, and (B) the business premises of the person or company, and 2239 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (vi) requires the person or company to keep sufficient books, records and other documents to record its activities relating to the designated benchmark and to provide the designated benchmark administrator with copies of those books, records and other documents on request, (d) the designated benchmark administrator takes reasonable measures if the administrator becomes aware of any circumstances indicating that the person or company to which a function, service or activity is outsourced might not be performing the outsourced function or activity, or providing the outsourced service, in compliance with this Instrument or with the agreement referred to in paragraph (c), (e) the designated benchmark administrator conducts reasonable supervision of the outsourced function, service or activity and manages any risks to the designated benchmark administrator or to the accuracy or reliability of the designated benchmark resulting from the outsourcing, (f) the designated benchmark administrator retains the expertise that a reasonable person would consider necessary to conduct reasonable supervision of the outsourced function, service or activity and to manage any risks to the designated benchmark administrator or to the accuracy or reliability of the designated benchmark resulting from the outsourcing, and (g) the designated benchmark administrator takes steps, including developing contingency plans, that a reasonable person would consider necessary to avoid or mitigate operational risk related to the person or company performing the function or activity or providing the service. (3) A designated benchmark administrator that outsources a function, service or activity in the provision of a designated benchmark must ensure that the regulator or securities regulatory authority has reasonable access to (a) the applicable books, records and other documents of the person or company performing the function or activity or providing the service, and (b) the applicable business premises of the person or company performing the function or activity or providing the service. Assurance report on designated benchmark administrator 13.1.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated benchmark it administers that is not a designated critical benchmark, a designated interest rate benchmark or a designated commodity benchmark, relating to (a) the designated benchmark administrator’s compliance with sections 5, 8 to 16 and 26, and (b) whether the designated benchmark administrator follows the methodology of the designated benchmark. (2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is, (a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and 2240 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period. (3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2). (4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator or securities regulatory authority. PART 4 INPUT DATA AND METHODOLOGY Input data 14.(1) A designated benchmark administrator must establish, document, maintain and apply policies and procedures reasonably designed to ensure that all of the following are satisfied in respect of input data used in the provision of a designated benchmark: (a) the input data, in aggregate, is sufficient to provide a designated benchmark that accurately and reliably represents that part of the market or economy the designated benchmark is intended to represent; (b) the input data will continue to be reliably available; (c) if appropriate transaction data is available to satisfy paragraphs (a) and (b), the input data is transaction data; (d) if appropriate transaction data is not available to satisfy paragraphs (a) and (b), the designated benchmark administrator uses, in accordance with the methodology of the designated benchmark, relevant and appropriate estimated prices, quotes or other values as input data; (e) the input data is capable of being verified as being accurate, reliable and complete. (2) A designated benchmark administrator must establish, document, maintain and apply policies, procedures and controls that are reasonably designed to ensure that input data for a designated benchmark is accurate, reliable and complete and that include all of the following: (a) criteria for determining who may act as benchmark contributors and contributing individuals; (b) a process for determining benchmark contributors and contributing individuals; 2241 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) a process for assessing a benchmark contributor’s compliance with the code of conduct referred to in section 23; (d) a process for applying measures that a reasonable person would consider appropriate in the event of a benchmark contributor failing to comply with the code of conduct referred to in section 23; (e) if appropriate, a process for stopping a benchmark contributor from contributing further input data; (f) a process for verifying input data to ensure its accuracy, reliability and completeness. (3) If a reasonable person would consider that the input data results in a designated benchmark that does not accurately and reliably represent that part of the market or economy the designated benchmark is intended to represent, the designated benchmark administrator must do either of the following: (a) within a reasonable time, change the input data, the benchmark contributors or the methodology of the designated benchmark in order to ensure that the designated benchmark accurately and reliably represents that part of the market or economy the designated benchmark is intended to represent; (b) cease to provide the designated benchmark. (4) A designated benchmark administrator must promptly provide written notice to the regulator or securities regulatory authority if the designated benchmark administrator is required to take an action under paragraph (3)(a) or (b). (5) A designated benchmark administrator must publish both of the following: (a) the policies and procedures referred to in subsection (1) regarding the types of input data, the priority of use of the different types of input data and the exercise of expert judgment in the determination of a designated benchmark; (b) the methodology of the designated benchmark. Contribution of input data 15.(1) For the purpose of paragraph 14(1)(a) in respect of a designated benchmark that is based on input data from benchmark contributors, the designated benchmark administrator must obtain, if a reasonable person would consider it to be appropriate, input data from a representative sample of benchmark contributors. (2) A designated benchmark administrator must not use input data from a benchmark contributor if (a) a reasonable person would consider that the benchmark contributor has breached the code of conduct referred to in section 23, and (b) a reasonable person would consider that the breach is significant. (3) If the circumstances referred to in subsection (2) occur, and if a reasonable person would consider it to be appropriate, a designated benchmark administrator must obtain alternative representative data in accordance with the policies and procedures referred to in subsection 16(3). 2242 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (4) If input data is contributed from any front office, or front office employee, of a benchmark contributor, or of an affiliated entity of a benchmark contributor, that performs any activities that relate to or might affect the input data, the designated benchmark administrator must (a) obtain information from other sources, if reasonably available, that confirms the accuracy, reliability and completeness of the input data in accordance with its policies and procedures, and (b) ensure that the benchmark contributor has in place internal oversight and verification procedures that a reasonable person would consider adequate. (5) Repealed. 26 Jan 2024 SR 1/2024 s3. Methodology 16.(1) A designated benchmark administrator must not follow a methodology for determining a designated benchmark unless all of the following apply: (a) the methodology is sufficient to provide a designated benchmark that accurately and reliably represents that part of the market or economy the designated benchmark is intended to represent; (b) the methodology identifies how and when expert judgment may be exercised in the determination of the designated benchmark; (c) the accuracy and reliability of the methodology, with respect to determinations made under it, is capable of being verified, including, if appropriate, by back‑testing; (d) the methodology is reasonably designed to ensure that a determination under the methodology can be made in all reasonable circumstances, without compromising the accuracy and reliability of the methodology; (e) a determination under the methodology is capable of being verified as being accurate, reliable and complete. (2) A designated benchmark administrator must not implement a methodology for a designated benchmark unless the methodology, (a) when it is prepared, takes into account all of the applicable characteristics of that part of the market or economy the designated benchmark is intended to represent, (b) if applicable, determines what constitutes an active market for the purposes of the designated benchmark, and (c) establishes the priority to be given to different types of input data. (3) A designated benchmark administrator must establish, document, maintain, apply and publish policies and procedures that (a) identify the circumstances in which the quantity or quality of input data falls below the standards necessary for the methodology to provide a designated benchmark that accurately and reliably represents that part of the market or economy the designated benchmark is intended to represent, and (b) indicate whether and how the designated benchmark is to be determined in those circumstances. 2243 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Proposed significant changes to methodology 17.(1) In this section, “significant change” means a change that a reasonable person would consider to be significant. (2) A designated benchmark administrator must not implement a significant change to a methodology for determining a designated benchmark, unless all of the following apply: (a) the designated benchmark administrator has published notice of the proposed significant change to the methodology of a designated benchmark; (b) the designated benchmark administrator has provided a means for benchmark users and other members of the public to comment on the proposed significant change and its effect on the designated benchmark; (c) the designated benchmark administrator has published (i) any comments received, unless the commenter has requested that its comments be held in confidence, (ii) the name of each commenter, unless a commenter has requested that its name be held in confidence, and (iii) the designated benchmark administrator’s response to the comments that are published; (d) the designated benchmark administrator has published notice of implementation of any significant change to the methodology of the designated benchmark. (3) For the purposes of subsection (2), (a) the notice under paragraph (2)(a) must be published on a date that provides benchmark users and other members of the public with reasonable time to consider and comment on the proposed change, (b) the publication of comments under paragraph (2)(c) may permit a part of a written comment to be excluded from publication if both of the following apply: (i) the designated benchmark administrator considers that disclosure of that part of the comment would be seriously prejudicial to the interests of the designated benchmark administrator or would contravene privacy laws; (ii) the designated benchmark administrator includes, with the publication, a description of the nature of the comment, and (c) the notice under paragraph (2)(d) must be published sufficiently before the effective date of the change to provide benchmark users and other members of the public with reasonable time to consider the implementation of the significant change. 2244 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 5 DISCLOSURE Disclosure of methodology 18.(1) A designated benchmark administrator must publish all of the following in respect of the methodology of a designated benchmark: (a) the information that (i) a reasonable benchmark contributor might need in order to carry out its responsibilities as a benchmark contributor, and (ii) a reasonable benchmark user might need in order to evaluate whether the designated benchmark accurately and reliably represents that part of the market or economy the designated benchmark is intended to represent; (b) an explanation of all of the elements of the methodology, including, for greater certainty, the following: (i) a description of the designated benchmark and of that part of the market or economy the designated benchmark is intended to represent; (ii) the currency or other unit of measurement of the designated benchmark; (iii) the criteria used by the designated benchmark administrator to select the sources of input data used to determine the designated benchmark; (iv) the types of input data used to determine the designated benchmark and the priority given to each type; (v) a description of the benchmark contributors and the criteria used to determine the eligibility of a benchmark contributor; (vi) a description of the constituents of the designated benchmark and the criteria used to select and give weight to them; (vii) any minimum liquidity requirements for the constituents of the designated benchmark; (viii) any minimum requirements for the quantity of input data, and any minimum standards for the quality of input data, used to determine the designated benchmark; (ix) provisions that identify how and when expert judgment may be exercised in the determination of the designated benchmark; (x) whether the designated benchmark takes into account any reinvestment of dividends paid on securities that are included in the designated benchmark; 2245 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (xi) if the methodology may be changed periodically to ensure the designated benchmark continues to accurately and reliably represent that part of the market or economy the designated benchmark is intended to represent, all of the following: (A) any criteria to be used to determine when such a change is necessary; (B) any criteria to be used to determine the frequency of such a change; (C) any criteria to be used to rebalance the constituents of the designated benchmark as part of making such a change; (xii) the potential limitations of the methodology and details of any methodology to be used in exceptional circumstances, including in the case of an illiquid market or in periods of stress or if transaction data may be inaccurate, unreliable or incomplete; (xiii) a description of the roles of any third parties involved in data collection for, or in the calculation or dissemination of, the designated benchmark; (xiv) the model or method used for the extrapolation and any interpolation of input data; (c) the process for the internal review and approval of the methodology and the frequency of such reviews and approvals; (d) the process referred to in section 17 for making significant changes to the methodology; (e) examples of the types of changes that may constitute a significant change to the methodology. (2) A designated benchmark administrator must provide written notice to the regulator or securities regulatory authority of a proposed significant change to the methodology of a designated benchmark referred to in section 17 at least 45 days before the significant change is implemented. (3) Subsection (2) does not apply with respect to a proposal to make a significant change to a methodology of a designated benchmark referred to in section 17 if (a) the proposal is intended to be implemented within 45 days of the decision to make the change, (b) the proposal is intended to preserve the integrity, accuracy or reliability of the designated benchmark or the independence of the designated benchmark administrator, and (c) the designated benchmark administrator promptly, after making the decision to make the significant change, provides written notice to the regulator or securities regulatory authority of the proposed significant change. 2246 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Benchmark statement 19.(1) In this section, “benchmark statement” means a written statement that includes all of the following: (a) a description of that part of the market or economy the designated benchmark is intended to represent, including, for greater certainty, the following: (i) the geographical area, if any, of that part of the market or economy the designated benchmark is intended to represent; (ii) any other information that a reasonable person would consider to be useful to help existing or potential benchmark users to understand the relevant features of that part of the market or economy the designated benchmark is intended to represent, including both of the following, to the extent that accurate and reliable information is available: (A) information on existing or potential participants in that part of the market or economy the designated benchmark is intended to represent; (B) an indication of the dollar value of that part of the market or economy the designated benchmark is intended to represent; (b) an explanation of the circumstances in which the designated benchmark might, in the opinion of a reasonable person, not accurately and reliably represent that part of the market or economy the designated benchmark is intended to represent; (c) information that sets out all of the following: (i) the elements of the methodology of the designated benchmark in relation to which expert judgment may be exercised by the designated benchmark administrator or any benchmark contributor; (ii) the circumstances in which expert judgment would be exercised by the designated benchmark administrator or any benchmark contributor; (iii) the job title of the individuals who are authorized to exercise expert judgment; (d) whether the expert judgment referred to in paragraph (c) will be evaluated by the designated benchmark administrator or the benchmark contributor and the parameters that will be used to conduct the evaluation; (e) notice that factors, including external factors beyond the control of the designated benchmark administrator, could necessitate changes to, or the cessation of, the designated benchmark; (f) notice that changes to, or the cessation of, the designated benchmark could have an impact on contracts and instruments that reference the designated benchmark or on the measurement of the performance of an investment fund that references the designated benchmark; (g) an explanation of all key terms used in the statement that relate to the designated benchmark and its methodology; (h) the rationale for adopting the methodology for determining the designated benchmark; 2247 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (i) the procedures for the review and approval of the methodology of the designated benchmark; (j) a summary of the methodology of the designated benchmark, including, for greater certainty, the following, if applicable: (i) a description of the types of input data to be used; (ii) the priority given to different types of input data; (iii) the minimum data needed to determine the designated benchmark; (iv) the use of any models or methods of extrapolation of input data; (v) any criteria for rebalancing the constituents of the designated benchmark; (vi) any other restrictions or limitations on the exercise of expert judgment; (k) the procedures that govern the provision of the designated benchmark in periods of market stress or when transaction data might be inaccurate, unreliable or incomplete, and the potential limitations of the designated benchmark during those periods; (l) the procedures for dealing with errors in input data or in the determination of the designated benchmark, including when a re‑determination of the designated benchmark is required; (m) potential limitations of the designated benchmark, including its operation in illiquid or fragmented markets and the possible concentration of input data. (2) No later than 15 days after the designation of a designated benchmark, the designated benchmark administrator of the designated benchmark must publish a benchmark statement.

(3) A designated benchmark administrator must, with respect to each designated benchmark it administers, review the applicable benchmark statement at least every 2 years. (4) If there is a change to the information required under this section in a benchmark statement, and if a reasonable person would consider the change to be significant, the designated benchmark administrator must promptly update the benchmark statement to reflect the change. (5) If the benchmark statement is updated under subsection (4), the designated benchmark administrator must promptly publish the updated benchmark statement. Changes to and cessation of a designated benchmark 20.(1) A designated benchmark administrator must not cease to provide a designated benchmark, unless the designated benchmark administrator has provided notice of the cessation on a date that provides benchmark users and other members of the public with reasonable time to consider the impact of the cessation. (2) A designated benchmark administrator must publish, simultaneously with the benchmark statement referred to in subsection 19(2), the procedures it will follow in the event of a significant change to the methodology or provision of the designated benchmark it administers, or the cessation of the designated benchmark, including procedures for advance notice of the implementation of a significant change or a cessation. 2248 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) If a designated benchmark administrator makes a significant change to the procedures referred to in subsection (2), the designated benchmark administrator must promptly publish the changed procedures. Registrants, reporting issuers and recognized entities 21.(1) If a person or company uses a designated benchmark, and if a significant change to the methodology or provision of the benchmark, or the cessation of the benchmark, could have a significant impact on the person or company, a security issued by the person or company or a derivative to which the person or company is a party, the person or company must establish and maintain a written plan setting out the actions that the person or company will take in the event of any of the following: (a) a significant change to the methodology or provision of the designated benchmark; (b) a cessation of the designated benchmark. (2) Subsection (1) does not apply unless the person or company is any of the following: (a) a registrant; (b) a reporting issuer; (c) a recognized exchange; (d) a recognized quotation and trade reporting system; (e) a recognized clearing agency within the meaning of National Instrument 24‑102 Clearing Agency Requirements. (3) Subsection (1) does not apply with respect to a security issued or a derivative entered into before the date this Instrument comes into force. (4) If a reasonable person would consider it appropriate, a person or company referred to in subsection (1) must (a) identify, in the plan referred to in subsection (1), one or more benchmarks suitable as substitutes for the designated benchmark, and (b) indicate why the substitution would be suitable. (5) If a reasonable person would consider it appropriate, a person or company referred to in subsection (1) must refer to the plan referred in subsection (1) in any security issued by the person or company, or any derivative to which the person or company is a party, that references the designated benchmark. Publishing and disclosing 22. If, under this Instrument, a designated benchmark administrator is required to publish a document or information, or disclose a document or information to a benchmark user or benchmark contributor, the designated benchmark administrator must publicly include the document or information on the designated benchmark administrator’s website in a prominent manner and, for greater certainty, free of charge. 2249 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 6 BENCHMARK CONTRIBUTORS Code of conduct for benchmark contributors 23.(1) If a designated benchmark is determined using input data from a benchmark contributor, the designated benchmark administrator of the designated benchmark must establish, document, maintain and apply a code of conduct that specifies the responsibilities of the benchmark contributor with respect to the contribution of input data. (2) A designated benchmark administrator must include in the code of conduct referred to in subsection (1) all of the following: (a) a description of the input data to be provided and the requirements necessary to ensure that input data is provided in accordance with sections 14 and 15; (b) the method by which a benchmark contributor will confirm the identity of each contributing individual who might contribute input data; (c) the method by which the designated benchmark administrator will confirm the identity of a benchmark contributor and any contributing individual; (d) the procedures that a benchmark contributor will use to determine who is suitable to be authorized as a contributing individual; (e) the procedures that a benchmark contributor will use to ensure that the benchmark contributor contributes all relevant input data; (f) a description of the procedures, systems and controls that a benchmark contributor will establish, document, maintain and apply, including the following: (i) procedures for contributing input data; (ii) specifying whether input data is transaction data; (iii) confirming whether input data conforms to the designated benchmark administrator’s requirements; (iv) procedures for the exercise of expert judgment in contributing input data; (v) if the designated benchmark administrator requires the validation of input data before it is contributed, the requirement; (vi) a requirement to maintain records relating to its activities as a benchmark contributor; (vii) a requirement that the benchmark contributor report to the designated benchmark administrator any instance when a reasonable person would consider that a contributing individual, acting on a behalf of the benchmark contributor or any other benchmark contributor, has contributed input data that is inaccurate, unreliable or incomplete; (viii) a requirement to identify and eliminate or manage conflicts of interest and potential conflicts of interest that may affect the integrity, accuracy or reliability of the designated benchmark; 2250 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ix) a procedure for the designation of an officer of the benchmark contributor who is to be responsible for monitoring and assessing compliance by the benchmark contributor and its employees with the code of conduct and securities legislation relating to benchmarks; (x) a requirement that the benchmark contributor’s officer referred to in subparagraph (ix) and the benchmark contributor’s chief compliance officer not be prevented or restricted from directly accessing the benchmark contributor’s board of directors. (3) A designated benchmark administrator must establish, document, maintain and apply policies and procedures reasonably designed to, at least once every 12 months and promptly after any change to the code of conduct referred to in subsection (1), assess whether each benchmark contributor to a designated benchmark that it administers is complying with the code of conduct. Governance and control requirements for benchmark contributors 24.(1) Except in Québec, a benchmark contributor to a designated benchmark must establish, document, maintain and apply policies and procedures reasonably designed to ensure all of the following: (a) input data contributed by the benchmark contributor is not affected by any conflict of interest or potential conflict of interest involving the benchmark contributor or its employees, officers, directors or agents, if a reasonable person would consider that the input data might be inaccurate, unreliable or incomplete; (b) if expert judgment is exercised by the benchmark contributor in contributing input data, the benchmark contributor exercises the expert judgment independently, in good faith and in compliance with the code of conduct referred to in section 23. (2) Except in Québec, a benchmark contributor to a designated benchmark must establish, document, maintain and apply policies, procedures and controls reasonably designed to ensure the accuracy, reliability and completeness of each contribution of input data, including policies, procedures and controls governing all of the following: (a) the manner in which the input data is contributed in compliance with this Instrument and the code of conduct referred to in section 23; (b) who may contribute input data, including, as applicable, a process for approval by an individual holding a position senior to that of a contributing individual; (c) training for contributing individuals with respect to compliance with this Instrument; (d) the identification and elimination or management of conflicts of interest and potential conflicts of interest, including, for greater certainty, (i) policies, procedures and controls that are reasonably designed to keep separate, operationally or otherwise, contributing individuals from employees or agents whose responsibilities include transacting in a contract, derivative, instrument or security that uses the designated benchmark for reference; 2251 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (ii) policies, procedures and controls that are reasonably designed to prevent contributing individuals from receiving compensation or other financial incentive from which conflicts of interest arise, including for greater certainty, conflicts of interest that adversely affect the accuracy, reliability and completeness of each contribution of input data. (3) Except in Québec, before a benchmark contributor contributes input data for a designated benchmark, the benchmark contributor must (a) establish, document, maintain and apply policies and procedures reasonably designed to establish criteria, including any restrictions or limitations, for the exercise of expert judgment, and (b) if expert judgment is exercised in relation to input data, retain records that record the rationale for any decision made to exercise that expert judgment, the rationale applied in the exercise of the expert judgment and the manner of the exercise of the expert judgment. (4) Except in Québec, a benchmark contributor that contributes input data for a designated benchmark must keep, for a period of 7 years from the date the record was made or received by the designated benchmark administrator, whichever is later, records relating to all of the following: (a) communications, including, for greater certainty, telephone conversations, in relation to the contribution of input data; (b) all information used or considered by the benchmark contributor in making each contribution, including details of contributions made and the names of contributing individuals; (c) the records relating to expert judgment referred to in paragraph 3(b); (d) all documentation relating to the identification and elimination or management of conflicts of interest and potential conflicts of interest; (e) a description of the potential for financial loss or gain of the benchmark contributor and each contributing individual to financial instruments that reference the designated benchmark for which it acts as a benchmark contributor; (f) any internal or external review of the benchmark contributor, including, for greater certainty, each reasonable assurance report on controls required under this Instrument. (5) Except in Québec, a benchmark contributor that contributes input data for a designated benchmark must (a) cooperate with the designated benchmark administrator in the review and supervision of the provision of the designated benchmark, including, for greater certainty, cooperation in connection with any reasonable assurance report on controls required under this Instrument, and 2252 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) make available the records kept in accordance with subsection (4) to all of the following: (i) the designated benchmark administrator; (ii) a public accountant involved with the preparation of a reasonable assurance report on controls required under this Instrument. Compliance officer for benchmark contributors 25.(1) Except in Québec, a benchmark contributor that contributes input data for a designated benchmark must designate an officer of the benchmark contributor who is to be responsible for monitoring and assessing compliance by the benchmark contributor and its employees with the code of conduct referred to in section 23, this Instrument and securities legislation relating to benchmarks. (2) Except in Québec, a benchmark contributor must not prevent or restrict the officer referred to in subsection (1) and its chief compliance officer from directly accessing the benchmark contributor’s board of directors or a member of the board of directors. PART 7 RECORD KEEPING Books, records and other documents 26.(1) A designated benchmark administrator must keep the books, records and other documents that are necessary to account for its activities as a designated benchmark administrator, its business transactions and its financial affairs relating to its designated benchmarks. (2) A designated benchmark administrator must keep books, records and other documents of the following: (a) all input data, including how the data was used; (b) if data is rejected as input data for a designated benchmark despite the data conforming to the methodology of the designated benchmark, the rationale for rejecting the input data; (c) the methodology of each designated benchmark administered by the designated benchmark administrator; (d) any exercise of expert judgment by the designated benchmark administrator in the determination of a designated benchmark, including the basis for the exercise of expert judgment; (e) changes in or deviations from policies, procedures, controls or methodologies; (f) the identities of contributing individuals and of benchmark individuals; (g) all documents relating to a complaint; (h) communications, including, for greater certainty, telephone conversations, between any benchmark individual and benchmark contributors or contributing individuals in respect of a designated benchmark administered by the designated benchmark administrator. 2253 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) A designated benchmark administrator must keep the records referred to in subsection (2) in a form that (a) identifies the manner in which the determination of a designated benchmark was made, and (b) enables an audit, review or evaluation of any input data, calculation, or exercise of expert judgment, including in connection with any reasonable assurance report on controls. (4) A designated benchmark administrator must retain the books, records and other documents required to be maintained under this section (a) for a period of 7 years from the date the record was made or received by the designated benchmark administrator, whichever is later, (b) in a safe location and a durable form, and (c) in a manner that permits those books, records and other documents to be provided promptly on request to the regulator or securities regulatory authority. PART 8 DESIGNATED CRITICAL BENCHMARKS, DESIGNATED INTEREST RATE BENCHMARKS AND DESIGNATED REGULATED‑DATA BENCHMARKS DIVISION 1 – DESIGNATED CRITICAL BENCHMARKS Administration of a designated critical benchmark 27.(1) If a designated benchmark administrator decides to cease providing a designated critical benchmark, the designated benchmark administrator must (a) promptly notify the regulator or securities regulatory authority, and (b) not more than 4 weeks after notifying the regulator or securities regulatory authority, submit a plan to the regulator or securities regulatory authority for how the designated critical benchmark can be transitioned to another designated benchmark administrator or cease to be provided. (2) Following the submission of the plan referred to paragraph (1)(b), a designated benchmark administrator must continue to provide the designated critical benchmark until one or more of the following have occurred: (a) the provision of the designated critical benchmark has been transitioned to another designated benchmark administrator; (b) the designated benchmark administrator receives notice from the regulator or securities regulatory authority authorizing the cessation; (c) the designation of the designated benchmark has been revoked or varied to reflect that the designated benchmark is no longer a designated critical benchmark; (d) 12 months have elapsed from the submission of the plan referred to in paragraph (1)(b), unless, before the expiration of the period, the regulator or securities regulatory authority has provided written notice that the written notice has been extended. 2254 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Access 28. A designated benchmark administrator of a designated critical benchmark must take reasonable steps to ensure that benchmark users and potential benchmarks users have direct access to the designated critical benchmark on a fair, reasonable, transparent and non‑discriminatory basis. Assessment 29. A designated benchmark administrator of a designated critical benchmark must, at least once every 2 years, submit to the regulator or securities regulatory authority an assessment of the capability of the designated critical benchmark to accurately and reliably represent that part of the market or economy the designated critical benchmark is intended to represent. Benchmark contributor to a designated critical benchmark 30.(1) Except in Québec, if a benchmark contributor to a designated critical benchmark decides it will cease contributing input data, it must promptly notify in writing the designated benchmark administrator that administers the designated critical benchmark. (2) Except in Québec, a benchmark contributor that is required to give notice under subsection (1) must continue contributing input data until the earlier of (a) the date referred to in subparagraph (3)(b)(ii), and (b) 6 months after the notice referred to in subsection (1) is received by the designated benchmark administrator that administers the designated critical benchmark. (3) If a designated benchmark administrator receives a notice referred to in subsection (1), the designated benchmark administrator must (a) promptly notify the regulator or securities regulatory authority of the decision referred to in subsection (1), and (b) no later than 14 days after receipt of the notice, (i) submit to the regulator or securities regulatory authority an assessment of the impact of the benchmark contributor ceasing to contribute input data on the capability of the designated critical benchmark to accurately and reliably represent that part of the market or economy the designated benchmark is intended to represent, and (ii) notify in writing the benchmark contributor of the date after which the designated benchmark administrator no longer requires the benchmark contributor to contribute input data, if that date is less than 6 months after the date the designated benchmark administrator received the notice referred to in subsection (1). Oversight committee 31.(1) For a designated critical benchmark, at least half of the members of the oversight committee referred to in section 7 must be independent of the designated benchmark administrator and any affiliated entity of the designated benchmark administrator. 2255 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) For the purposes of subsection (1), a member of the oversight committee is not independent if any of the following apply: (a) other than as compensation for acting as a member of the oversight committee, the member accepts any consulting, advisory or other compensatory fee from the designated benchmark administrator or any affiliated entity of the designated benchmark administrator; (b) the member is a DBA individual or an employee or agent of any affiliated entity of the designated benchmark administrator; (c) the member has a relationship with the designated benchmark administrator that may, in the opinion of the board of directors of the designated benchmark administrator, be expected to interfere with the exercise of the member’s independent judgment. (3) The oversight committee referred to in section 7 must (a) publish details of its membership, declarations of any conflicts of interest of its members, and the processes for election or nomination of its members, and (b) hold at least one meeting every 4 months. Assurance report on designated benchmark administrator 32.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated critical benchmark it administers, relating to (a) the designated benchmark administrator’s compliance with sections 5, 8 to 16 and 26, and (b) whether the designated benchmark administrator follows the methodology of the designated critical benchmark. (2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is, (a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and (b) in the case of a report that is not the first report, the period commencing on the first day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period. (3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2). (4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator or securities regulatory authority. 2256 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Assurance report on benchmark contributor requested by oversight committee 33.(1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated critical benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to (a) the benchmark contributor’s compliance with section 24, and (b) whether the benchmark contributor follows the methodology of the designated critical benchmark. (2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a request referred to in that subsection. (3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection. (4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after a request of the oversight committee referred to in that subsection, deliver a copy of a report referred to in that subsection to (a) the oversight committee, (b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and (c) the regulator or securities regulatory authority. DIVISION 2 – DESIGNATED INTEREST RATE BENCHMARKS Order of priority of input data 34. For the purposes of subsection 14(1) and paragraph 14(5)(a), if a designated interest rate benchmark is based on a contribution of input data from a benchmark contributor, input data for the determination of the designated interest rate benchmark must be used by the designated benchmark administrator in accordance with the order of priority specified in the methodology of the designated interest rate benchmark. Oversight committee 35.(1) For a designated interest rate benchmark, at least half of the members of the oversight committee referred to in section 7 must be independent of the designated benchmark administrator and any affiliated entity of the designated benchmark administrator. (2) For the purposes of subsection (1), a member of the oversight committee is not independent if any of the following apply: (a) other than as compensation for acting as a member of the oversight committee, the member accepts any consulting, advisory or other compensatory fee from the designated benchmark administrator or any affiliated entity of the designated benchmark administrator; 2257 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the member is a DBA individual or an employee or agent of any affiliated entity of the designated benchmark administrator; (c) the member has a relationship with the designated benchmark administrator that may, in the opinion of the board of directors of the designated benchmark administrator, be expected to interfere with the exercise of the member’s judgment. (3) The oversight committee referred to in section 7 must (a) publish details of its membership, any declarations of any conflicts of interest of its members, and the processes for election or nomination of its members, and (b) hold at least one meeting every 4 months. Assurance report on designated benchmark administrator 36.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated interest rate benchmark it administers, relating to (a) the designated benchmark administrator’s compliance with sections 5, 8 to 16, 26 and 34, (b) for a benchmark with a benchmark contributor, the designated benchmark administrator’s compliance with section 23, and (c) whether the designated benchmark administrator follows the methodology of the designated interest rate benchmark. (2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is, (a) in the case of a first report, (i) for a benchmark with a benchmark contributor, the period commencing 3 months and one day after the date of designation of the benchmark and ending 6 months after that date, or (ii) for a benchmark without a benchmark contributor, the period commencing 9 months and one day after the date of designation of the benchmark and ending 12 months after that date, and (b) in the case of a report that is not the first report, the period commencing 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period. (3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2). (4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator or securities regulatory authority. 2258 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Assurance report on benchmark contributor requested by oversight committee 37.(1) If requested by the oversight committee referred to in section 7 as a result of a concern relating to a benchmark contributor to a designated interest rate benchmark, the benchmark contributor must engage a public accountant to provide a reasonable assurance report on controls relating to (a) the benchmark contributor’s compliance with sections 24 and 39, (b) whether the benchmark contributor follows the methodology of the designated interest rate benchmark, and (c) the benchmark contributor’s compliance with the code of conduct referred to in section 23. (2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is 3 months, 6 months, 9 months or 12 months, as specified in a request referred to in that subsection. (3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after a request referred to in that subsection. (4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after a request of the oversight committee referred to in that subsection, deliver a copy of a report referred to in that subsection to (a) the oversight committee, (b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and (c) the regulator or securities regulatory authority. Assurance report on benchmark contributor required at certain times 38.(1) A benchmark contributor to a designated interest rate benchmark must engage a public accountant to provide a reasonable assurance report on controls relating to (a) the benchmark contributor’s compliance with sections 24 and 39, (b) whether the benchmark contributor follows the methodology of the designated interest rate benchmark, and (c) the benchmarks contributor’s compliance with the code of conduct referred to in section 23. (2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is, (a) in the case of a first report, the period commencing 3 months and one day after the date of designation of a benchmark referred to in that subsection and ending 6 months after that date, and (b) in the case of a report that is not the first report, the period 12 months and one day after the end of the applicable period of the report preceding the subsequent report and ending 24 months after the end of that period. 2259 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the benchmark contributor not later than 90 days after the end of the applicable period under subsection (2). (4) For the purposes of subsection (1), a benchmark contributor must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), deliver a copy of the report to (a) the oversight committee referred to in section 7, (b) the board of directors of the designated benchmark administrator that established the oversight committee referred to in paragraph (a), and (c) the regulator or securities regulatory authority. Benchmark contributor policies and procedures 39.(1) Subsections (2) to (7) do not apply to a person or company except in respect of a designated interest rate benchmark. (2) Except in Québec, a contributing individual of the benchmark contributor and a manager of that contributing individual must provide a written statement to the benchmark contributor and the designated benchmark administrator that the contributing individual and the manager will comply with the code of conduct referred to in section 23. (3) Except in Québec, a benchmark contributor must establish, document, maintain and apply policies, procedures and controls reasonably designed to ensure the following: (a) that there is an outline of responsibilities within the benchmark contributor’s organization, including internal reporting lines and accountabilities; (b) the maintenance of a current list of the names and locations of contributing individuals and managers and their alternates; (c) that there are internal procedures governing contributions of input data and the approval of contributions of input data, including keeping a record for each daily or other contribution of input data that shows: (i) how the procedures were applied, and (ii) all qualitative and quantitative factors, including market data and expert judgment, used for each contribution of input data; (d) that there are disciplinary procedures to address the following conduct of a person or company, including, for greater certainty, a person or company that is external to the process governing contributions of input data: (i) the manipulation or attempted manipulation of a designated benchmark, or the failure to report the manipulation or attempted manipulation of a designated benchmark, to which the person or company is a benchmark contributor; (ii) the provision or attempted provision of false or misleading information in respect of a designated benchmark, or the failure to report the provision or attempted provision of false or misleading information in respect of a designated benchmark, to which the person or company is a benchmark contributor; 2260 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (e) that there are measures to identify and eliminate or manage conflicts of interest, including, for greater certainty, communications controls, both within the benchmark contributor’s organization and among benchmark contributors and other third parties, reasonably designed to avoid any external influence over those responsible for contributing input data, if a reasonable person would consider that the external influence might adversely affect the accuracy, reliability or completeness of the input data; (f) that there is a requirement that contributing individuals employed by the benchmark contributor work in locations physically separated from interest rate derivatives traders; (g) the prevention or control of the exchange of information between persons or companies engaged in activities involving a conflict of interest or a potential conflict of interest, if a reasonable person would consider that the exchange of that information might adversely affect the accuracy, reliability or completeness of the input data contributed by a benchmark contributor; (h) that there are requirements to avoid collusion (i) among benchmark contributors, and (ii) among benchmark contributors and the designated benchmark administrator; (i) that there are measures to prevent, or limit, any person from exercising influence over the way a contributing individual contributes input data, if a reasonable person would consider that the influence might adversely affect the accuracy, reliability or completeness of the input data; (j) the removal of any direct connection between the remuneration of an employee involved in the contribution of input data and the remuneration of, or revenues generated by, a person or company engaged in another activity, if a conflict of interest exists or might arise in relation to the other activity; (k) that there are controls to identify a reverse transaction subsequent to the contribution of input data. (4) Except in Québec, a benchmark contributor must keep, for a period of 7 years from the date the record was made or received by the benchmark contributor, whichever is later, records of all of the following: (a) all details of contributions of input data that a reasonable person would consider relevant to demonstrate the accuracy, reliability and completeness of the input data; (b) the process governing input data determination and the approval of contributions of input data, including the records referred to in paragraph (3)(c); (c) the name of each contributing individual and the individual’s responsibilities; (d) any communications, including, for greater certainty, telephone conversations, between the contributing individuals and other persons or companies, including internal and external traders and brokers, in relation to the determination or contribution of input data; 2261 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (e) any interaction of contributing individuals with the designated benchmark administrator or any calculation agent; (f) any queries regarding the input data and the outcome of those queries; (g) sensitivity analysis for interest rate swap trading books and any other derivative trading books with an exposure to interest rate fixings in respect of input data, if a reasonable person would consider that the exposure is significant; (h) the written statements referred to in subsection (2); (i) the policies, procedures and controls referred to in subsection (3). (5) Except in Québec with respect to benchmark contributors, a benchmark contributor and a designated benchmark administrator must keep their records in a medium that allows records to be accessible and with a documented audit trail. (6) Except in Québec, the benchmark contributor’s officer referred to in section 25 or the benchmark contributor’s chief compliance officer must report all the following to the benchmark contributor’s board of directors on a reasonably frequent basis: (a) breaches of the code of conduct referred to in section 23; (b) the failure to follow or apply the policies, procedures and controls referred to in subsection (3); (c) reverse transactions subsequent to the contribution of input data. (7) Except in Québec, a benchmark contributor that contributes input data to a designated interest rate benchmark must conduct, on a reasonably frequent basis, internal reviews of the benchmark contributor’s input data and procedures. (8) Except in Québec, a benchmark contributor to a designated interest rate benchmark must make available the information and records kept in accordance with subsection (4) to each of the following: (a) the designated benchmark administrator in connection with the assessment under subsection 23(3) or for the purposes of paragraph 24(5)(a); (b) a public accountant involved with the preparation of a reasonable assurance report on controls required under this Instrument. DIVISION 3 – DESIGNATED REGULATED‑DATA BENCHMARKS Provisions of this Instrument not applicable in relation to designated regulated‑data benchmarks 40. The following provisions do not apply to a designated benchmark administrator or a benchmark contributor in relation to a designated regulated‑data benchmark: (a) subsections 11(1) and (2); (b) subsection 14(2); (c) subsections 15(1), (2) and (3); (d) sections 23, 24 and 25; (e) paragraph 26(2)(a). 2262 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 8.1 DESIGNATED COMMODITY BENCHMARKS Provisions of this Instrument not applicable in relation to dual‑designated benchmarks 40.1.(1) Sections 30 to 33 do not apply to a designated benchmark administrator in relation to a benchmark that is: (a) a designated commodity benchmark, and (b) a designated critical benchmark. (2) This Part does not apply to a designated benchmark administrator in relation to a designated commodity benchmark if: (a) the benchmark is a designated critical benchmark, and (b) the underlying interest of the benchmark is gold, silver, platinum or palladium. (3) Subsection (4) applies to a designated benchmark administrator in relation to a designated commodity benchmark if all of the following apply: (a) the benchmark is determined from input data arising from transactions of the commodity that is the underlying interest of the benchmark, (b) the commodity is of a type in respect of which parties to the transactions referred to in paragraph (a), in the ordinary course of business, make or take physical delivery of the commodity, (c) the benchmark is a designated regulated‑data benchmark. (4) The following provisions do not apply in the circumstances referred to in subsection (3): (a) subsections 11(1) and (2), (b) section 40.8, (c) section 40.9, other than subparagraph (f)(ii), (d) paragraph 40.11(2)(a), (e) section 40.13. Provisions of this Instrument not applicable in relation to designated commodity benchmarks 40.2. The following provisions do not apply to a designated benchmark administrator, a benchmark contributor or any other person or company specified in the provisions in relation to a designated commodity benchmark: (a) Part 3, other than subsection 5(1) and sections 6, 11, 12 and 13, (b) Part 4, other than section 17, (c) sections 18 and 21, (d) Part 6, (e) Part 7. 2263 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Control framework 40.3.(1) A designated benchmark administrator must establish, document, maintain and apply policies, procedures and controls that are reasonably designed to ensure that a designated commodity benchmark is provided in accordance with this Instrument. (2) Without limiting the generality of subsection (1), with respect to the provision of a designated commodity benchmark, a designated benchmark administrator must ensure that its policies, procedures and controls address all of the following: (a) management of operational risk, including any risk of financial loss, disruption or damage to the reputation of the designated benchmark administrator from any failure of its information technology systems, (b) business continuity and disaster recovery plans, (c) contingencies in the event of a disruption to the provision of the designated commodity benchmark or the process applied to provide the designated commodity benchmark. Methodology 40.4.(1) A designated benchmark administrator must not follow a methodology for determining a designated commodity benchmark unless; (a) the methodology is sufficient to provide a designated commodity benchmark that accurately and reliably represents the value of the underlying interest of the designated commodity benchmark for that part of the market that the benchmark is intended to represent, and (b) the accuracy and reliability of the designated commodity benchmark are verifiable. (2) A designated benchmark administrator must establish, document, maintain, apply and publish the elements of the methodology of the designated commodity benchmark, including, for greater certainty, all of the following: (a) all criteria and procedures used to determine the designated commodity benchmark, including the following, as applicable (i) how input data is used, (ii) the reason that a reference unit is used, (iii) how input data is obtained, (iv) identification of how and when expert judgment may be exercised, (v) any model, method, assumption, extrapolation or interpolation that is used for analysis of the input data; (b) the procedures reasonably designed to ensure that benchmark individuals exercise expert judgment in a consistent manner; (c) the relative importance assigned to the criteria used to determine the designated commodity benchmark, including, for greater certainty, the type of input data used and how and when expert judgment may be exercised; 2264 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) any minimum requirement for the number of transactions or for the volume for each transaction used to determine the designated commodity benchmark; (e) if the methodology of the designated commodity benchmark does not require a minimum number of transactions or minimum volume for each transaction used to determine the designated commodity benchmark, an explanation as to why a minimum number or volume is not required; (f) the procedures used to determine the designated commodity benchmark in circumstances in which the input data does not meet the minimum number of transactions or the minimum volume for each transaction required in the methodology of the designated commodity benchmark, including, for greater certainty, (i) any alternative methods used to determine the designated commodity benchmark, including, for greater certainty, any theoretical estimation models, and (ii) if no transaction data exists, procedures to be used in those circumstances; (g) the time period during which input data must be provided; (h) the means used to contribute the input data, whether electronically, by telephone or by other means; (i) the procedures used to determine the designated commodity benchmark if one or more benchmark contributors contribute input data that constitutes a significant proportion of the total input data for the determination of the designated commodity benchmark, including specifying what constitutes a significant proportion of the total input data for the determination of the benchmark; (j) the circumstances in which transaction data may be excluded in the determination of the designated commodity benchmark. Additional information about the methodology 40.5. A designated benchmark administrator must, with respect to the methodology of a designated commodity benchmark, publish all of the following: (a) the rationale for adopting the methodology, including, for greater certainty, (i) the rationale for any price adjustment techniques, and (ii) a description of why the time period for the acceptance of input data is adequate for the input data to accurately and reliably represent the value of the underlying interest of the designated commodity benchmark; (b) the process for the internal review and the approval of the methodology referred to in section 40.6 and the frequency of those reviews and approvals; (c) the process referred to in section 17 for making significant changes to the methodology. 2265 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Review of methodology 40.6. A designated benchmark administrator must, at least once every 12 months, carry out an internal review and approval of the methodology of each designated commodity benchmark that it administers to ensure that the designated benchmark administrator complies with subsection 40.4(1). Quality and integrity of the determination of a designated commodity benchmark 40.7.(1) A designated benchmark administrator must specify, and document and publish a description of, the commodity that is the underlying interest of a designated commodity benchmark. (2) A designated benchmark administrator must establish, document, maintain and apply policies and procedures reasonably designed to ensure the quality and integrity of each determination of a designated commodity benchmark, including for greater certainty, policies and procedures reasonably designed (a) to ensure that input data is used in accordance with the order of priority specified in the methodology of the designated commodity benchmark, (b) to identify transaction data that a reasonable person would conclude is anomalous or suspicious, (c) to ensure that the designated benchmark administrator maintains records of each decision, including the reasons for the decision, to exclude transaction data from the determination of the designated commodity benchmark, (d) so that a benchmark contributor is not discouraged from contributing all of its input data that meets the designated benchmark administrator’s criteria for the determination of the designated commodity benchmark, and (e) to ensure that benchmark contributors comply with the designated benchmark administrator’s quality and integrity standards for input data. Transparency of determination of a designated commodity benchmark 40.8. A designated benchmark administrator must publish for each determination of a designated commodity benchmark, as soon as reasonably practicable, all of the following:

(a) an explanation of how the designated commodity benchmark was determined, including, for greater certainty, all of the following: (i) the number of transactions and the volume for each transaction; (ii) with respect to each type of input data (A) the range of volumes and the average volume, (B) the range of prices and the volume‑weighted average price, and (C) the approximate percentage of each type of input data to the total input data; (b) an explanation of how and when expert judgment was used in the determination of the designated commodity benchmark. 2266 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Integrity of the process for contributing input data 40.9. A designated benchmark administrator must establish, document, maintain and apply policies, procedures and controls that are reasonably designed to ensure the integrity of the process for contributing input data for a designated commodity benchmark, including, for greater certainty, all of the following: (a) criteria for determining who may contribute input data; (b) procedures to verify the identity of a benchmark contributor and a contributing individual and the authorization of the contributing individuals to contribute input data on behalf of the benchmark contributor; (c) criteria for determining which contributing individuals are permitted to contribute input data on behalf of a benchmark contributor; (d) criteria for determining the appropriate contribution of transaction data by the benchmark contributor; (e) if transaction data is contributed from any front office, or front office employee, of a benchmark contributor, or of an affiliated entity of a benchmark contributor, procedures to confirm the reliability of the input data, and the criteria upon which the reliability is measured, in accordance with its policies; (f) procedures to (i) identify any communications between contributing individuals and benchmark individuals that might involve manipulation or attempted manipulation of the determination of the designated commodity benchmark for the benefit of any trading position of the benchmark contributor, any contributing individual or third party, (ii) identify any attempts to cause a benchmark individual not to apply or follow the designated benchmark administrator’s policies, procedures and controls, (iii) identify benchmark contributors or contributing individuals that engage in a pattern of contributing transaction data that a reasonable person would consider is anomalous or suspicious, and (iv) ensure that the appropriate supervisors within the benchmark contributor are notified, to the extent possible, of questions or concerns by the designated benchmark administrator. Governance and control requirements 40.10.(1) A designated benchmark administrator must establish and document its organizational structure in relation to the provision of a designated commodity benchmark. (2) The organizational structure referred to in subsection (1) must establish well‑defined roles and responsibilities for each person or company involved in the provision of the designated commodity benchmark, and include, if applicable, segregated reporting lines, to ensure that the designated benchmark administrator complies with the provisions of this Instrument. 2267 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) A designated benchmark administrator must establish, document, maintain and apply policies and procedures reasonably designed to ensure the integrity and reliability of the determination of a designated commodity benchmark, including, for greater certainty, policies and procedures reasonably designed to ensure (a) that each of its benchmark individuals has the necessary skills, knowledge, experience, reliability and integrity for the duties assigned to the individual, (b) that the provision of the designated commodity benchmark can be made on a consistent and regular basis, (c) that succession plans exist to ensure the designated benchmark administrator follows the policies and procedures described in paragraphs (a) and (b) on an ongoing basis, (d) that each of its benchmark individuals is subject to management and supervision to ensure that the methodology of the designated commodity benchmark is properly applied, and (e) that the approval of an individual holding a position senior to that of a benchmark individual is obtained before each publication of the designated commodity benchmark. Books, records and other documents 40.11.(1) A designated benchmark administrator must keep the books, records and other documents that are necessary to account for its activities as a designated benchmark administrator, its business transactions and its financial affairs relating to its designated commodity benchmarks. (2) A designated benchmark administrator must keep books, records and other documents of all of the following: (a) all input data, including how the data was used; (b) each decision to exclude a particular transaction from input data that otherwise met the requirements of the methodology applicable to the determination of a designated commodity benchmark, and the rationale for doing so; (c) the methodology of each designated commodity benchmark administered by the designated benchmark administrator; (d) any exercise of expert judgment by the designated benchmark administrator in the determination of the designated commodity benchmark, including the basis for the exercise of expert judgment; (e) changes in or deviations from policies, procedures, controls or methodologies; (f) the identities of contributing individuals and of benchmark individuals; (g) all documents relating to a complaint. 2268 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) A designated benchmark administrator must keep the records referred to in subsection (2) in a form that (a) identifies the manner in which the determination of a designated commodity benchmark was made, and (b) enables an audit, review or evaluation of any input data, calculation, or exercise of expert judgment, including in connection with any reasonable assurance report on controls. (4) A designated benchmark administrator must retain the books, records and other documents required to be maintained under this section (a) for a period of 7 years from the date the record was made or received by the designated benchmark administrator, whichever is later, (b) in a safe location and a durable form, and (c) in a manner that permits those books, records and other documents to be provided promptly on request to the regulator or securities regulatory authority. Conflicts of interest 40.12.(1) A designated benchmark administrator must establish, document, maintain and apply policies and procedures that are reasonably designed to (a) identify and eliminate or manage conflicts of interest involving the designated benchmark administrator and its managers, benchmark contributors, benchmark users, DBA individuals and any affiliated entity of the designated benchmark administrator, (b) ensure that expert judgment exercised by the benchmark administrator or DBA individuals is independently and honestly exercised, (c) protect the integrity and independence of the provision of a designated commodity benchmark, including, for greater certainty, policies and procedures reasonably designed to (i) ensure that the provision of a designated commodity benchmark is not influenced by the existence of, or potential for, financial interests, relationships or business connections between the designated benchmark administrator or its affiliates, its personnel, clients and any market participant or persons connected with them, (ii) ensure that each of its benchmark individuals does not have any financial interests, relationships or business connections that adversely affect the integrity of the designated benchmark administrator, including, for greater certainty, outside employment, travel and acceptance of entertainment, gifts and hospitality provided by the designated benchmark administrator’s clients or other commodity market participants, (iii) keep separate, operationally, the business of the designated benchmark administrator relating to the designated commodity benchmark it administers, and its benchmark individuals, from any other business activity of the designated benchmark administrator if the designated benchmark administrator becomes aware of a conflict of interest or a potential conflict of interest involving the business of the designated benchmark administrator relating to any designated commodity benchmark, and 2269 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (iv) ensure that each of its benchmark individuals does not contribute to a determination of a designated commodity benchmark by way of engaging in bids, offers or trades on a personal basis or on behalf of market participants, except as permitted under the policies and procedures of the designated benchmark administrator, (d) ensure that an officer referred to in section 6, or any DBA individual who reports directly to the officer, does not receive compensation or other financial incentive from which conflicts of interest arise or that otherwise adversely affects the integrity of the benchmark determination, (e) protect the confidentiality of information provided to or produced by the designated benchmark administrator, subject to the disclosure requirements under sections 19, 20, 40.4, 40.5 and 40.8, and (f) identify and eliminate or manage conflicts of interest that exist between the provision of a designated commodity benchmark by the designated benchmark administrator, including all benchmark individuals who participate in the determination of the designated commodity benchmark, and any other business of the designated benchmark administrator. (2) A designated benchmark administrator must ensure that its other businesses have appropriate policies, procedures and controls designed to minimize the likelihood that a conflict of interest will adversely affect the integrity of the provision of a designated commodity benchmark. (3) In establishing an organizational structure, as required under subsections 40.10(1) and (2), a designated benchmark administrator must ensure that the responsibilities of each person or company involved in the provision of a designated commodity benchmark administered by the designated benchmark administrator do not cause a conflict of interest or a potential conflict of interest. (4) A designated benchmark administrator must promptly publish a description of a conflict of interest, or a potential conflict of interest, in respect of a designated commodity benchmark (a) if a reasonable person would consider the risk of harm to any person or company arising from the conflict of interest, or the potential conflict of interest, is significant, and (b) on becoming aware of the conflict of interest, or the potential conflict of interest, including, for greater certainty, a conflict or potential conflict arising from the ownership or control of the designated benchmark administrator. (5) If a designated benchmark administrator fails to apply or follow a policy or procedure referred to in paragraph (1)(e), and a reasonable person would consider the failure to be significant, the designated benchmark administrator must promptly provide written notice of the significant failure to the regulator or securities regulatory authority. Assurance report on designated benchmark administrator 40.13.(1) A designated benchmark administrator must engage a public accountant to provide a reasonable assurance report on controls, in respect of each designated commodity benchmark it administers, relating to (a) the designated benchmark administrator’s compliance with subsection 5(1) and sections 11 to 13, 40.3, 40.4, 40.6, 40.7, and 40.9 to 40.12, and 2270 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) whether the designated benchmark administrator follows the methodology of the designated commodity benchmark. (2) For the purposes of subsection (1), the applicable period of a report referred to in that subsection is, (a) in the case of a first report, the period commencing 9 months and one day after the date of designation of a benchmark referred to in that subsection and ending 12 months after that date, and (b) in the case of a report that is not the first report, the period commencing one day after the end of the applicable period of the report preceding the subsequent report and ending 12 months after the end of that period. (3) For the purposes of subsection (1), an engagement referred to in that subsection must require a public accountant to provide a report referred to in that subsection to the designated benchmark administrator not later than 90 days after the end of the applicable period under subsection (2). (4) For the purposes of subsection (1), a designated benchmark administrator must, not later than 100 days after the end of the applicable period under subsection (2) of a report referred to in subsection (1), publish the report and deliver a copy of the report to the regulator or securities regulatory authority. PART 9 DISCRETIONARY EXEMPTIONS Exemptions 41.(1) The regulator or securities regulatory authority may grant an exemption from the provisions of this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant an exemption. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14‑101 Definitions opposite the name of the local jurisdiction. PART 10 EFFECTIVE DATE Effective date 42.(1) This Instrument comes into force on July 13, 2021. (2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after July 13, 2021, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations. 2271 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 APPENDIX A TO MULTILATERAL INSTRUMENT 25‑102 DESIGNATED BENCHMARKS AND BENCHMARK ADMINISTRATORS Definitions Applying in Certain Jurisdictions (subsections 1(5) to (8)) “benchmark” means a price, estimate, rate, index or value that is (a) determined from time to time by reference to an assessment of one or more underlying interests, (b) made available to the public, including, for greater certainty, either free of charge or on payment, and (c) used for reference for any purpose, including for greater certainty, (i) determining the interest payable, or other sums that are due, under a contract, derivative, instrument or security, (ii) determining the value of a contract, derivative, instrument or security or the price at which it may be traded, (iii) measuring the performance of a contract, derivative, investment fund, instrument or security, or (iv) any other use by an investment fund; “benchmark administrator” means a person or company that administers a benchmark; “benchmark contributor” means a person or company that engages or participates in the provision of information for use by a benchmark administrator for the purpose of determining a benchmark; “benchmark user” means a person or company that, in relation to a contract, derivative, investment fund, instrument or security, uses a benchmark. 2272 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 25‑102F1 DESIGNATED BENCHMARK ADMINISTRATOR ANNUAL FORM Instructions (1) Terms used but not defined in this form have the meaning given to them in the Instrument. (2) Unless otherwise specified, the information in this form must be presented as at the last day of the designated benchmark administrator’s most recently completed financial year. If necessary, the designated benchmark administrator must update the information provided so it is not misleading when it is delivered. For information presented as at any date other than the last day of the designated benchmark administrator’s most recently completed financial year, specify the relevant date in the form. (3) Designated benchmark administrators are reminded that it is an offence under securities legislation to give false or misleading information on this form. Item 1. Name of Designated Benchmark Administrator State the name of the designated benchmark administrator. Item 2. Organization and Structure of Designated Benchmark Administrator Describe the organizational structure of the designated benchmark administrator, including, as applicable, an organizational chart that identifies the ultimate and intermediate parent companies, subsidiaries, and material affiliated entities of the designated benchmark administrator (if any); an organizational chart showing the divisions, departments, and business units of the designated benchmark administrator; and an organizational chart showing the managerial structure of the designated benchmark administrator, including the officer referred to in section 6 of the Instrument and the oversight committee referred to in section 7 of the Instrument. Provide detailed information regarding the designated benchmark administrator’s legal structure and ownership. Item 3. Designated Benchmark Provide the name of the designated benchmark. Item 4. Policies and Procedures re Confidential Information Unless previously provided, attach a copy of the most recent written policies and procedures established and maintained by the designated benchmark administrator to prevent the misuse of confidential information. Item 5. Policies and Procedures re Conflicts of Interest Unless previously provided, attach a copy of the most recent written policies and procedures established and maintained with respect to conflicts of interest and potential conflicts of interest. Item 6. Conflicts of Interest Arising from the Control or Ownership Structure of the Applicant (a) Describe any conflict of interest or potential conflict of interest that arises from the control or ownership structure of the designated benchmark administrator, or from any other activities of the designated benchmark administrator or any affiliated entity of the designated benchmark administrator, in relation to a designated benchmark administered by the designated benchmark administrator. 2273 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) Describe the designated benchmark administrator’s policies and procedures to identify and eliminate or manage each conflict of interest or potential conflict of interest described in paragraph (a). Item 7. Policies and Procedures re Control Framework Describe the designated benchmark administrator’s control framework referred to in section 8 of the Instrument and policies and procedures designed to ensure the quality of the designated benchmark. Item 8. Policies and Procedures re Complaints Describe the designated benchmark administrator’s policies and procedures regarding complaints. Item 9. Policies and Procedures re Books, Records and Other Documents Describe the designated benchmark administrator’s policies and procedures regarding record keeping. Item 10. Outsourcing Describe the designated benchmark administrator’s policies and procedures regarding outsourcing and disclose the following information about any person or company referred to in section 13 of the Instrument to which a designated benchmark administrator has outsourced a function, service or activity in the provision of a designated benchmark (the “provider”) and the individuals who supervise the provider: ● the identity of the provider and each of its key individual contacts; ● the total number of individuals who supervise the provider; ● a general description of the minimum qualifications required of the provider for any outsourcing; ● a general description of the minimum qualifications required of individuals who supervise the provider for any outsourcing, including education level and work experience. Item 11. Benchmark Individuals Disclose the following information about the benchmark individuals of the designated benchmark administrator and the individuals who supervise the benchmark individuals: ● the total number of benchmark individuals; ● the total number of supervisors of benchmark individuals; ● a general description of the minimum qualifications required of the benchmark individuals, including education level and work experience (if applicable, distinguish between junior, mid, and senior level benchmark individuals); ● a general description of the minimum qualifications required of the supervisors of benchmark individuals, including education level and work experience. Item 12. Compliance Officer Disclose the following information about the officer of the designated benchmark administrator referred to in section 6 of the Instrument: ● name; ● employment history; ● post‑secondary education; ● whether employed full‑time or part‑time by the designated benchmark administrator. 2274 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 13. Specified Revenue Disclose the following information, as applicable, regarding the designated benchmark administrator’s aggregate revenue for the most recently completed financial year: ● revenue from determining the designated benchmark; ● revenue from determining any other benchmarks administered by the designated benchmark administrator (which may be provided as an aggregate number for all other benchmarks administered by the designated benchmark administrator); ● revenue from granting licences or rights to publish information about the designated benchmark; ● revenue from granting licences or rights to publish information about any other benchmarks administered by the designated benchmark administrator (which may be provided as an aggregate number for all other benchmarks administered by the designated benchmark administrator). Include financial information on the revenue of the designated benchmark administrator divided into fees from benchmark and non‑benchmark activities, including a comprehensive description of each. This information is not required to be audited, but any disaggregation of revenue must be determined using the same accounting principles as the annual financial statements required by section 2 of the Instrument. Item 14. Financial Statements Attach a copy of the annual financial statements required under section 2 of the Instrument. Item 15. Verification Certificate Include a certificate of the designated benchmark administrator in the following form: The undersigned has executed this Form 25‑102F1 Designated Benchmark Administrator Annual Form on behalf of, and on the authority of, [the designated benchmark administrator]. The undersigned, on behalf of [the designated benchmark administrator], represents that the information and statements contained in this Form, including appendices and attachments, all of which are incorporated into and form part of this Form, are true and correct. _____________________ __________________________________________________ (Date) (Name of the Designated Benchmark Administrator) By: _______________________________________ ___(Print Name and Title) _______________________________________ (Signature) 2275 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 25‑102F2 DESIGNATED BENCHMARK ANNUAL FORM Instructions (1) Terms used but not defined in this form have the meaning given to them in the Instrument. (2) Unless otherwise specified, the information in this form must be presented as at the last day of the designated benchmark administrator’s most recently completed financial year. If necessary, the designated benchmark administrator must update the information provided so it is not misleading when it is delivered. For information presented as at any date other than the last day of the designated benchmark administrator’s most recently completed financial year, specify the relevant date in the form. (3) Designated benchmark administrators are reminded that it is an offence under securities legislation to give false or misleading information on this form. Item 1. Name of Designated Benchmark Administrator State the name of the designated benchmark administrator. Item 2. Designated Benchmark Provide the name of the designated benchmark and whether it is also any of the following: ● interest rate benchmark; ● critical benchmark; ● regulated‑data benchmark. Item 3. Benchmark Distribution Model Describe how the designated benchmark administrator makes the designated benchmark readily accessible for free or for a fee. If a person must pay a fee to obtain information about the designated benchmark made readily accessible by the designated benchmark administrator, provide a fee schedule or describe the prices charged. Item 4. Procedures and Methodologies Describe the procedures and methodologies used by the designated benchmark administrator to determine the designated benchmark. The description must be sufficiently detailed to provide an understanding of the processes employed by the designated benchmark administrator in determining the designated benchmark, including the following, as applicable: ● the public and non‑public sources of information used in determining the designated benchmark, including information provided by benchmark contributors; ● procedures for monitoring, reviewing, and updating the designated benchmark, ● the methodologies, policies and procedures described in the Instrument. 2276 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) A designated benchmark administrator may provide the location on its website where additional information about the methodologies, policies and procedures is located. Item 5. Code of Conduct for Benchmark Contributors Unless previously provided, attach a copy of any code of conduct for benchmark contributors. Item 6. Verification Certificate Include a certificate of the designated benchmark administrator in the following form: The undersigned has executed this Form 25‑102F2 Designated Benchmark Annual Form on behalf of, and on the authority of, [the designated benchmark administrator]. The undersigned, on behalf of [the designated benchmark administrator], represents that the information and statements contained in this Form, including appendices and attachments, all of which are incorporated into and form part of this Form, are true and correct. _____________________ __________________________________________________ (Date) (Name of the Designated Benchmark Administrator) By: _______________________________________ ___(Print Name and Title) _______________________________________ (Signature) FORM 25‑102F3 Submission to Jurisdiction and Appointment of Agent for Service of Process 1. Name of the designated benchmark administrator (the “DBA”): 2. Jurisdiction of incorporation, or equivalent, of the DBA: 3. Address of principal place of business of the DBA: 4. Name, email address, phone number and fax number of contact person at principal place of business of the DBA: 5. Name of agent for service of process (the “Agent”): 6. Agent’s address in Canada for service of process: 7. Name, email address, phone number and fax number of contact person of the Agent: 8. The DBA designates and appoints the Agent at the address of the Agent stated in Item 6 as its agent on whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi‑criminal, penal or other proceeding (a “proceeding”) arising out of, relating to or concerning the determination of a designated benchmark administered by the DBA or the obligations of the DBA as a designated benchmark administrator, and irrevocably waives any right to raise as a defence in any proceeding any alleged lack of jurisdiction to bring a proceeding. 2277 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 9. The DBA irrevocably and unconditionally submits to the non‑exclusive jurisdiction of (a) the judiciary and quasi‑judicial and other administrative bodies of each of the provinces and territories of Canada in which it is a designated benchmark administrator, and (b) any judicial, quasi‑judicial and other administrative proceeding in any such province or territory, in any proceeding arising out of or related to or concerning the determination of a designated benchmark administered by the DBA or the obligations of the DBA as a designated benchmark administrator. 10. This submission to jurisdiction and appointment of agent for service of process is governed by and construed in accordance with the laws of [insert province or territory of above address of Agent]. _______________________________________ ____________________________ Signature of Designated Benchmark Administrator Date _______________________________________ Print name and title of signing officer of Designated Benchmark Administrator AGENT The undersigned accepts the appointment as agent for service of process of [insert name of DBA] under the terms and conditions of the appointment of agent for service of process set out in this document. _______________________________________ ____________________________ Signature of Agent Date _______________________________________ Print name of person signing and, if Agent is not an individual, the title of the person 27 Aug 2021 SR 82/2021 s4; 26 Jan 2024 SR 1/2024 s3; 29 May 2026 SR 35/2026 s3. 2278 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2279 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LXVI [clause 2(nnn)] NATIONAL INSTRUMENT 52‑112 NON‑GAAP AND OTHER FINANCIAL MEASURES DISCLOSURE Table of Contents PART 1 DEFINITIONS AND APPLICATION 1. Definitions 2. Application ‑ reporting issuers 3. Application ‑ issuers that are not reporting issuers 4. Application ‑ exceptions PART 2 INCORPORATING INFORMATION BY REFERENCE 5. Incorporating information by reference PART 3 SPECIFIED FINANCIAL MEASURE DISCLOSURE 6. Non‑GAAP financial measures that are historical information 7. Non‑GAAP financial measures that are forward‑looking information 8. Non‑GAAP ratios 9. Total of segments measures 10. Capital management measures 11. Supplementary financial measures PART 4 EXEMPTION 12. Exemption PART 5 EFFECTIVE DATE AND TRANSITION 13. Effective date and transition NATIONAL INSTRUMENT 52‑112 NON‑GAAP AND OTHER FINANCIAL MEASURES DISCLOSURE PART 1 DEFINITIONS AND APPLICATION Definitions 1. In this Instrument, “capital management measure” means a financial measure disclosed by an issuer that (a) is intended to enable an individual to evaluate an entity’s objectives, policies and processes for managing the entity’s capital, (b) is not a component of a line item disclosed in the primary financial statements of the entity, ; 21 Sep 2012 SR 62/2012 s3. 2280 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) is disclosed in the notes to the financial statements of the entity, and (d) is not disclosed in the primary financial statements of the entity; “earnings release” means a news release that is required to be filed under section 11.4 of National Instrument 51‑102 Continuous Disclosure Obligations; “entity” includes any of the following: (a) a person or company other than an individual, (b) an asset or a group of assets for which financial statements are prepared; “forward‑looking information” has the meaning ascribed to it in National Instrument 51‑102 Continuous Disclosure Obligations; “MD&A” has the meaning ascribed to it in National Instrument 51‑102 Continuous Disclosure Obligations; “financial measure” means a financial measure disclosed by an issuer that (a) depicts the historical or expected future financial performance, financial position or cash flow of an entity, (b) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity, (c) is not disclosed in the financial statements of the entity, and (d) is not a ratio, fraction, percentage or similar representation; “non‑GAAP ratio” means a financial measure disclosed by an issuer that (a) is in the form of a ratio, fraction, percentage or similar representation, (b) has a non‑GAAP financial measure as one or more of its components, and (c) is not disclosed in the financial statements of the entity; “primary financial statements” means, with respect to an entity, any of the following: (a) the statement of financial position; (b) the statement of profit or loss and other comprehensive income; (c) the statement of changes in equity; (d) the statement of cash flows; “registered firm” has the meaning ascribed to it in National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; “reportable segment” means a reportable segment as described in the accounting principles applied to the preparation of an entity’s financial statements; “specified financial measure” means any of the following: (a) a non‑GAAP financial measure; 2281 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) a non‑GAAP ratio; (c) a total of segments measure; (d) a capital management measure; (e) a supplementary financial measure; “supplementary financial measure” means a financial measure disclosed by an issuer that (a) is, or is intended to be, disclosed on a periodic basis to depict the historical or expected future financial performance, financial position or cash flow of an entity, (b) is not disclosed in the financial statements of the entity, (c) is not a non‑GAAP financial measure, and (d) is not a non‑GAAP ratio; “total of segments measure” means a financial measure disclosed by an issuer that (a) is a subtotal or total of 2 or more reportable segments of an entity, (b) is not a component of a line item disclosed in the primary financial statements of the entity, (c) is disclosed in the notes to the financial statements of the entity, and (d) is not disclosed in the primary financial statements of the entity. Application ‑ reporting issuers 2. This Instrument applies to a reporting issuer in respect of its disclosure of a specified financial measure in a document if the document is intended to be, or reasonably likely to be, made available to the public. Application ‑ issuers that are not reporting issuers 3. This Instrument applies to an issuer that is not a reporting issuer in respect of its disclosure of a specified financial measure in a document if the document is made available to the public and is (a) subject to National Instrument 41‑101 General Prospectus Requirements, (b) filed with a regulator or a securities regulatory authority in connection with a distribution made under section 2.9 of National Instrument 45‑106 Prospectus Exemptions, or (c) submitted to a recognized exchange in connection with a qualifying transaction, reverse takeover, change of business, listing application, significant acquisition or similar transaction. Application ‑ exceptions 4.(1) Despite sections 2 and 3, this Instrument does not apply to the following: (a) an investment fund as defined in National Instrument 81‑106 Investment Fund Continuous Disclosure; 2282 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) a designated foreign issuer, or an SEC foreign issuer, as defined in National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards; (c) an issuer in respect of disclosure required under any of the following: (i) National Instrument 43‑101 Standards of Disclosure for Mineral Projects; (ii) section 5.4 of Form 51‑102F2 Annual Information Form; (iii) National Instrument 51‑101 Standards of Disclosure for Oil and Gas Activities, other than section 5.14 of that Instrument; (d) an issuer in respect of disclosure in any of the following: (i) a report prepared by a person or company other than the issuer or entity that is the subject of the specified financial measure; (ii) a transcript of an oral statement; (iii) pro forma financial statements required to be filed under securities legislation; (iv) a filing required under section 12.1 or 12.2 of National Instrument 51‑102 Continuous Disclosure Obligations or subparagraphs 9.1(1)(a)(ii) and 9.2(a)(ii) and section 9.3 of National Instrument 41‑101 General Prospectus Requirements; (e) an issuer in respect of disclosure of a specified financial measure that is required under law, or by an SRO of which the issuer is a member, if (i) the law or the SRO’s requirement specifies the composition of the measure and the measure was determined in compliance with that law or requirement, and (ii) in proximity to the measure, the issuer discloses the law or the SRO’s requirement under which the measure is disclosed; (f) an issuer in respect of disclosure of a specified financial measure if the calculation of the specified financial measure is derived from a financial covenant in a written agreement; (g) an issuer that is a registered firm in respect of disclosure of a specified financial measure if (i) the document in which the disclosure is made is intended to be, or is reasonably likely to be, made available to a client or a prospective client of the registered firm, and (ii) the measure does not relate to the registered firm’s financial performance, financial position or cash flow. (2) Despite sections 2 and 3, this Instrument does not apply to disclosure required under Form 51‑102F6 Statement of Executive Compensation and Form 51‑102F6V Statement of Executive Compensation ‑ Venture Issuers, except for the information required under paragraph 6(1)(b), clause 6(1)(e)(ii)(C), paragraph 9(c) and clause 10(1)(b)(ii)(C) of this Instrument. 2283 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 2 INCORPORATING INFORMATION BY REFERENCE Incorporating information by reference 5.(1) Subject to subsections (3) and (4), an issuer may incorporate by reference the information required under any of the following provisions, if the reference is to the issuer’s MD&A: (a) subparagraph 6(1)(e)(ii); (b) paragraph 7(2)(d); (c) subparagraph 8(c)(iii); (d) paragraph 9(c); (e) subparagraph 10(1)(b)(ii); (f) paragraph 11(b). (2) If, as permitted under subsection (1), an issuer incorporates required information by reference into a document, the issuer must include all of the following in the document: (a) a statement indicating that the information is incorporated by reference; (b) a statement that specifies the location of the information in the MD&A; (c) a statement that the MD&A is available on SEDAR+ website at www. sedarplus.com. (3) Despite subsection (1), an issuer must not incorporate by reference the information referred to in subsection (1) in its MD&A if the document that contains the specified financial measure is another MD&A filed by the issuer. (4) Despite subsection (1), an issuer must not incorporate by reference the information referred to in clause 6(1)(e)(ii)(C), paragraph 7(2)(d) or 9(c) or clause 10(1)(b)(ii)(C) if the document that contains the specified financial measure is in an earnings release filed by the issuer. PART 3 SPECIFIED FINANCIAL MEASURE DISCLOSURE Non‑GAAP financial measures that are historical information 6.(1) An issuer must not disclose a non‑GAAP financial measure that is historical information in a document unless all of the following apply: (a) the non‑GAAP financial measure is labelled using a term that, (i) given the measure’s composition, describes the measure, and (ii) distinguishes the measure from totals, subtotals and line items disclosed in the primary financial statements of the entity to which the measure relates; (b) the non‑GAAP financial measure is identified as a non‑GAAP financial measure; 2284 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) the document discloses the most directly comparable financial measure that is disclosed in the primary financial statements of the entity to which the measure relates; (d) the non‑GAAP financial measure is presented with no more prominence in the document than that of the most directly comparable financial measure referred to in paragraph (c); (e) in proximity to the first instance of the non‑GAAP financial measure in the document, the document (i) explains that the non‑GAAP financial measure is not a standardized financial measure under the financial reporting framework used to prepare the financial statements of the entity to which the measure relates and might not be comparable to similar financial measures disclosed by other issuers, (ii) discloses, directly or by incorporating it by reference as permitted under section 5, (A) an explanation of the composition of the non‑GAAP financial measure, (B) an explanation of how the non‑GAAP financial measure provides useful information to an investor and explains the additional purposes, if any, for which management uses the non‑GAAP financial measure, (C) a quantitative reconciliation of the non‑GAAP financial measure for its current and comparative period, if disclosed under paragraph (f), to the most directly comparable financial measure referred to in paragraph (c), and that reconciliation is disclosed in the permitted format, and (D) if the label or composition of the non‑GAAP financial measure has changed from what was previously disclosed, an explanation of the reason for the change; (f) if the non‑GAAP financial measure is disclosed in MD&A or in an earnings release of the issuer, the non‑GAAP financial measure for a comparative period, determined using the same composition, is disclosed in the document, unless it is impracticable to do so. (2) For the purpose of clause (1)(e)(ii)(C), a quantitative reconciliation of the non‑GAAP financial measure is in the “permitted format” if it (a) is disaggregated quantitatively in a way that would enable a reasonable person applying a reasonable effort to understand the reconciling items, (b) explains each reconciling item, and (c) does not describe a reconciling item as “non‑recurring”, “infrequent”, “unusual”, or using a similar term, if a loss or gain of a similar nature is reasonably likely to occur within the entity’s 2 financial years that immediately follow the disclosure, or has occurred during the entity’s 2 financial years that immediately precede the disclosure. 2285 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Non‑GAAP financial measures that are forward‑looking information 7.(1) In this section, “equivalent historical non‑GAAP financial measure” means a non‑GAAP financial measure that is historical information and has the same composition as a non‑GAAP financial measure that is forward‑looking information; “SEC issuer” has the meaning ascribed to it in National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards. (2) An issuer must not disclose a non‑GAAP financial measure that is forward‑looking information in a document unless all of the following apply: (a) the document discloses an equivalent historical non‑GAAP financial measure; (b) the non‑GAAP financial measure that is forward‑looking information is labelled using the same label used for the equivalent historical non‑GAAP financial measure; (c) the non‑GAAP financial measure that is forward‑looking information is presented with no more prominence in the document than that of the equivalent historical non‑GAAP financial measure; (d) in proximity to the first instance of the non‑GAAP financial measure that is forward‑looking information in the document, the document discloses, directly or by incorporating it by reference as permitted under section 5, a description of any significant difference between the non‑GAAP financial measure that is forward‑looking information and the equivalent historical non‑GAAP financial measure. (3) Subsection (2) does not apply if the disclosure is made (a) by an SEC issuer, and (b) in compliance with Regulation G under the 1934 Act. Non‑GAAP ratios 8. An issuer must not disclose a non‑GAAP ratio in a document unless all of the following apply: (a) the non‑GAAP ratio is labelled using a term that, given the non‑GAAP ratio’s composition, describes the non‑GAAP ratio; (b) the non‑GAAP ratio is presented with no more prominence in the document than that of similar financial measures disclosed in the primary financial statements of the entity to which the non‑GAAP ratio relates; (c) in proximity to the first instance of the non‑GAAP ratio in the document, the document (i) explains that the non‑GAAP ratio is not a standardized financial measure under the financial reporting framework used to prepare the financial statements of the entity to which the non‑GAAP ratio relates and might not be comparable to similar financial measures disclosed by other issuers, (ii) discloses each non‑GAAP financial measure that is used as a component of the non‑GAAP ratio, 2286 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (iii) discloses, directly or by incorporating it by reference as permitted under section 5, an explanation of (A) the composition of the non‑GAAP ratio, (B) how the non‑GAAP ratio provides useful information to an investor and explains the additional purposes, if any, for which management uses the non‑GAAP ratio, and (C) if the label or the composition of the non‑GAAP ratio has changed from what was previously disclosed, an explanation of the reason for the change; (d) if the non‑GAAP ratio is disclosed in MD&A or in an earnings release of the issuer, the non‑GAAP ratio for a comparative period, determined using the same means of calculation, is disclosed in the document, unless (i) the non‑GAAP ratio is forward‑looking information, or (ii) it is impracticable to disclose the measure for the comparative period. Total of segments measures 9. An issuer must not disclose a total of segments measure in a document, other than in financial statements about the entity to which the measure relates, unless all of the following apply: (a) the document discloses the most directly comparable financial measure disclosed in the primary financial statements of the entity; (b) the total of segments measure is presented with no more prominence in the document than that of the most directly comparable financial measure referred to in paragraph (a); (c) in proximity to the first instance of the total of segments measure in the document, the document discloses, directly or by incorporating it by reference as permitted under section 5, a quantitative reconciliation of the total of segments measure for its current and comparative period, if disclosed under paragraph (d), to the most directly comparable financial measure referred to in paragraph (a), in the permitted format referred to in subsection 6(2); (d) if the total of segments measure is disclosed in MD&A or in an earnings release of the issuer, the total of segments measure for a comparative period, determined using the same composition, is disclosed in the document, unless it has not been previously disclosed. Capital management measures 10.(1) An issuer must not disclose a capital management measure in a document, other than financial statements about the entity to which the measure relates, unless all of the following apply: (a) the capital management measure is presented with no more prominence in the document than that of similar financial measures disclosed in the primary financial statements of the entity;

2287 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) in proximity to the first instance of the capital management measure in the document, the document, (i) if the capital management measure was calculated using one or more non‑GAAP financial measures, discloses each such non‑GAAP financial measure; (ii) discloses, directly or by incorporating it by reference as permitted under section 5, (A) for any capital management measure that is disclosed in the form of a ratio, fraction, percentage or similar representation, an explanation of its composition; (B) an explanation of how the capital management measure provides useful information to an investor and explains the additional purposes, if any, for which management uses the capital management measure; and (C) for any capital management measure that is not disclosed as a ratio, fraction, percentage or similar representation, a quantitative reconciliation of the capital management measure for its current and comparative period, if disclosed under paragraph (c), to the most directly comparable financial measure disclosed in the primary financial statements of the issuer; (c) if the capital management measure is disclosed in MD&A or in an earnings release of the issuer, the capital management measure for a comparative period, determined using the same composition, is disclosed in the document, unless it has not been previously disclosed. (2) Subparagraph (1)(b)(ii) does not apply if the disclosure required under that subparagraph is made in the notes to the financial statements of the entity to which the measure relates. Supplementary financial measures 11. An issuer must not disclose a supplementary financial measure in a document unless both of the following apply: (a) the supplementary financial measure is labelled using a term that, (i) given the measure’s composition, describes the measure, and (ii) distinguishes the measure from totals, subtotals and line items disclosed in the primary financial statements of the issuer; (b) in proximity to the first instance of the supplementary financial measure in the document, the document discloses, directly or by incorporating it by reference as permitted under section 5, an explanation of the composition of the supplementary financial measure. 2288 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 4 EXEMPTION Exemption 12.(1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14‑101 Definitions, opposite the name of the local jurisdiction. PART 5 EFFECTIVE DATE AND TRANSITION Effective date and transition 13.(1) This Instrument comes into force on August 25, 2021. (2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after August 25, 2021, this Instrument comes into force on the day on which it is filed with the Registrar of Regulations. (3) Despite subsections (1) and (2), this Instrument does not apply to a reporting issuer in respect of documents filed for a financial year ending before October 15, 2021. (4) Despite subsections (1) and (2), this Instrument does not apply until after December 31, 2021 to an issuer that is not a reporting issuer. 27 Aug 2021 SR 83/2021 s5. 2289 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LXVII [clause 2(ooo)] NATIONAL INSTRUMENT 45‑110 START‑UP CROWDFUNDING REGISTRATION AND PROSPECTUS EXEMPTIONS PART 1 DEFINITIONS AND INTERPRETATION Definitions 1. (1) In this Instrument, “association” means any of the following: (a) a cooperative, as defined in subsection 2(1) of the Canada Cooperatives Act (Canada); (b) a person or company referred to in Appendix A; “crowdfunding distribution” means a distribution under section 5; “eligible security” means any of the following: (a) a common share; (b) a non‑convertible preference share; (c) a security convertible into a security referred to in paragraph (a) or (b); (d) a non‑convertible debt security linked to a fixed or floating interest rate; (e) a unit of a limited partnership; (f) a share in the capital of an association; “exempt market dealer” means a person or company registered in the category of exempt market dealer; “founder” means a person or company that, (a) in the case of an issuer or a funding portal, acting alone or in conjunction or in concert with one or more persons or companies, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer or funding portal, and (b) in the case of an issuer, at the time of the distribution or trade, is actively involved in the business of the issuer; “funding portal” means a person or company that facilitates or proposes to facilitate a crowdfunding distribution through a web‑based or application‑ based platform; “investment dealer” means a person or company registered in the category of investment dealer; 2290 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “issuer group” means, in respect of an issuer, the following: (a) the issuer; (b) an affiliate of the issuer; (c) any other issuer if either of the following applies: (i) the other issuer is engaged in a common enterprise with the issuer or with an affiliate of the issuer; (ii) the other issuer’s business is founded or organized by a person or company that founded or organized the issuer; “minimum offering amount”, in respect of a crowdfunding distribution, means the minimum amount disclosed in the issuer’s completed Form 45‑110F1 Offering Document; “principal”, except under paragraph 5(1)(b), means a founder, director, officer or control person of a funding portal or an issuer; “subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary. (2) For the purposes of this Instrument, an issuer is affiliated with another issuer if (a) one of them is the subsidiary of the other, or (b) each of them is controlled by the same person or company. (3) For the purposes of this Instrument, a person (first person) is considered to control another person (second person) if (a) the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes that, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation, (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person. Special application – Alberta, British Columbia, Ontario, Québec and Saskatchewan 2.(1) In Alberta, an offering document that is provided under section 5 is designated to be an offering memorandum under securities legislation. (2) In British Columbia, an offering document that is provided under paragraph 5(1) (h) is a prescribed disclosure document for purposes of section 132.1 of the Securities Act (British Columbia). (3) In Ontario, an issuer that distributes securities under section 5 is prescribed as a market participant under the Securities Act (Ontario). (4) In Saskatchewan, an offering document that is provided under section 5 is an offering memorandum under securities legislation. 2291 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (5) In Québec, (a) an offering document that is provided under section 5 and a Form 45‑110F2 Risk Acknowledgement made available to purchasers in accordance with this Instrument must be drawn up in French only or in French and English, (b) a funding portal that has relied on the exemption under section 3 is a market participant determined by regulation for the purpose of section 151.1.1 of the Securities Act (Québec), (c) an offering document that is provided under section 5 and materials that are made available to purchasers in accordance with this Instrument are documents authorized by the Autorité des marchés financiers for use in lieu of a prospectus, and (d) “trade”, in this Instrument, means any of the following activities: (i) the activities described in the definition of “dealer” in section 5 of the Securities Act (Québec), including the following activities: (A) the sale or disposition of a security by onerous title, whether the terms of payment be on margin, instalment or otherwise, but does not include a transfer or the giving in guarantee of securities in connection with a debt or the purchase of a security, except as provided under subparagraph (ii); (B) participation as a trader in any transaction in a security through the facilities of an exchange or a quotation and trade reporting system; (C) the receipt by a registrant of an order to buy or sell a security; (ii) a transfer or the giving in guarantee of securities of an issuer from the holdings of a control person in connection with a debt. PART 2 EXEMPTION FROM THE DEALER REGISTRATION REQUIREMENT Exemption from dealer registration requirement 3.(1) A funding portal is exempt from the dealer registration requirement if all of the following apply: (a) the funding portal is not registered under securities legislation in any jurisdiction of Canada; (b) the funding portal does not advise a purchaser about the merits of an investment or recommend or represent that an eligible security is a suitable investment for the purchaser; (c) the funding portal does not receive a commission, fee or other similar payment from a purchaser; (d) the funding portal facilitates or proposes to facilitate crowdfunding distributions only; 2292 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (e) at least 30 days before the first date the funding portal facilitates a crowdfunding distribution, the funding portal delivered to the securities regulatory authority or regulator both of the following: (i) a completed Form 45‑110F3 Funding Portal Information for the funding portal certified by an authorized individual of the funding portal; (ii) a completed Form 45‑110F4 Portal Individual Information for each principal of the funding portal that contains a certification signed by that principal; (f) the funding portal has its head office in Canada; (g) the funding portal has policies and procedures to prevent a person or company from accessing its platform unless the person or company acknowledges that the person or company is accessing a platform of a funding portal that (i) is not registered under securities legislation in any jurisdiction of Canada, and (ii) will not, and is not authorized to, provide advice about (A) the suitability of any security for investment by the person or company, or (B) the merits of any investment; (h) the following are disclosed on the funding portal’s platform: (i) a statement that the funding portal is not registered under securities legislation in any jurisdiction of Canada and is relying on the exemption from the dealer registration requirement under this Instrument; (ii) a statement that the funding portal will hold each purchaser’s assets (A) separate and apart from the funding portal’s own assets, (B) in trust for the purchaser, and (C) in the case of cash, in a designated trust account at a Canadian financial institution; (iii) the policies and procedures that the funding portal will follow for notifying each purchaser if the funding portal becomes insolvent or discontinues operations, and how the funding portal will return a purchaser’s assets; (i) the funding portal holds each purchaser’s assets (i) separate and apart from the funding portal’s own assets, (ii) in trust for the purchaser, and (iii) in the case of cash, in a designated trust account at a Canadian financial institution; (j) the funding portal has policies and procedures for handling assets, in relation to a crowdfunding distribution, sufficient to provide reasonable assurance that the funding portal will comply with the conditions under paragraph (i); 2293 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (k) the funding portal does not close a crowdfunding distribution on its platform unless the funding portal receives, through the funding portal’s platform, payment for the distribution of each eligible security from the purchaser of that security; (l) the funding portal has policies and procedures to ensure that, after an issuer provides the funding portal with its completed Form 45‑110F1 Offering Document and a Form 45‑110F2 Risk Acknowledgement, these documents are made available to each purchaser through the funding portal’s platform; (m) the funding portal has policies and procedures to prevent a purchaser from subscribing to a crowdfunding distribution unless the purchaser first completes Form 45‑110F2 Risk Acknowledgement and confirms that the purchaser has read and understands the issuer’s completed Form 45‑110F1 Offering Document; (n) the funding portal has policies and procedures for, upon receiving notice from an issuer that the issuer has amended its completed Form 45‑110F1 Offering Document, promptly (i) posting the amendment on the funding portal’s platform, and (ii) notifying each purchaser of the amendment, and of the purchaser’s right to withdraw from the agreement to purchase the security by delivering a notice to the funding portal under paragraph 5(1)(j); (o) the funding portal has policies and procedures to return all assets to a purchaser within 5 business days of receiving a withdrawal notification under paragraph 5(1)(j) from the purchaser; (p) if an issuer has not raised the minimum offering amount by the 90th day after the issuer’s completed Form 45‑110F1 Offering Document is first made available to a prospective purchaser on the funding portal’s platform, or if an issuer notifies the funding portal that it is withdrawing its crowdfunding distribution, no later than 5 business days after the 90th day or the notice, as applicable, the funding portal (i) notifies the issuer, and each purchaser of that issuer’s crowdfunding distribution, that assets have been returned or are in the process of being returned, and (ii) takes reasonable steps to return, or cause to be returned, all assets to each purchaser of that issuer’s crowdfunding distribution; (q) if both periods referred to in paragraph 5(1)(j) have elapsed, the funding portal (i) releases, or causes to be released, all assets due to the issuer at the closing of the distribution, and (ii) no later than 15 days after the closing of the distribution, (A) notifies each purchaser that the assets have been released to the issuer, and (B) provides the issuer with the documents referred to in paragraph 5(2)(b); 2294 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (r) neither the funding portal, nor any of its principals, is or has been the subject of an order, judgment, decree, sanction, or administrative penalty imposed by, or has entered into a settlement agreement with, a government agency, administrative agency, self‑regulatory organization or court in the last 10 years related to a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct; (s) neither the funding portal nor any of its principals is or has been a principal of an entity that is or has been subject to an order, judgment, decree, sanction or administrative penalty or a settlement agreement referred to in paragraph (r); (t) the funding portal has policies and procedures to promptly notify the securities regulatory authority or regulator, and any purchasers for which it holds assets, of the process the funding portal will use to return assets to those purchasers in the event that the funding portal becomes insolvent or discontinues operations; (u) the funding portal is not insolvent. (2) A funding portal relying on subsection (1) must (a) maintain, for a period of 8 years from the date a record is created, records at its head office that accurately record its financial affairs and client transactions, and demonstrate the extent of the funding portal’s compliance with this Instrument, (b) notify the securities regulatory authority or regulator of each change to the information previously submitted in a document referred to in paragraph (1) (e) by delivering an amendment to the document no later than 30 days after the change, (c) take reasonable steps to confirm that the majority of the directors of the funding portal ordinarily reside in Canada, (d) disclose on its platform, for each principal of the funding portal, the principal’s full legal name, municipality and jurisdiction of residence, business mailing and email addresses and business telephone number, (e) take reasonable steps to confirm that the head office of an issuer is in Canada before allowing the issuer to post a crowdfunding distribution on the funding portal’s platform, (f) not allow a person or company to access the funding portal’s platform unless the person or company acknowledges that the person or company is accessing a platform of a funding portal that (i) is not registered under securities legislation in any jurisdiction of Canada, and (ii) will not, and is not authorized to, provide advice about (A) the suitability of any security for investment by the person or company, or (B) the merits of any investment, 2295 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (g) not close a crowdfunding distribution on its platform unless the funding portal has made the issuer’s completed Form 45‑110F1 Offering Document and Form 45‑110F2 Risk Acknowledgement available to each purchaser through the funding portal’s platform, (h) not close a crowdfunding distribution on its platform unless each purchaser completes Form 45‑110F2 Risk Acknowledgement acknowledging the risks and confirms that the purchaser has read and understands the issuer’s completed Form 45‑110F1 Offering Document, (i) upon receiving notice from an issuer that the issuer has amended its completed Form 45‑110F1 Offering Document, promptly (i) post the amendment on the funding portal’s platform, and (ii) notify each purchaser of the amendment, and the purchaser’s right to withdraw from the agreement to purchase the security by delivering a notice to the funding portal under paragraph 5(1)(j), (j) return all assets to a purchaser within 5 business days of receiving a withdrawal notification under paragraph 5(1)(j) from the purchaser, (k) during the following periods of each year, deliver to the securities regulatory authority or regulator a completed Form 45‑110F5 Semi‑Annual Financial Resources Certification: (i) between January 1 and January 10, and (ii) between July 1 and July 10, and (l) upon becoming insolvent or discontinuing operations, promptly notify the securities regulatory authority or regulator, and any purchasers for which it holds assets, of the process the funding portal will use to return the assets to those purchasers. PART 3 REGISTERED FUNDING PORTALS Requirements for investment dealers or exempt market dealers operating funding portals 4.(1) A funding portal that is an investment dealer or exempt market dealer must not (a) close a crowdfunding distribution on its platform unless (i) the funding portal receives, through its platform, payment for the distribution of each eligible security from the purchaser of such security, (ii) the funding portal has made the issuer’s completed Form 45‑110F1 Offering Document and Form 45‑110F2 Risk Acknowledgement available to each purchaser through its platform, and (iii) each purchaser completes the Form 45‑110F2 Risk Acknowledgement acknowledging the risks and confirms that the purchaser has read and understands the issuer’s completed Form 45‑110F1 Offering Document, and 2296 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) allow a person or company to access the funding portal’s platform unless the person or company has acknowledged that the person or company is accessing a platform that (i) is operated by an investment dealer or an exempt market dealer, as applicable, and (ii) will provide advice about the suitability of the eligible security. (2) A funding portal that is an investment dealer or exempt market dealer must (a) take reasonable steps to confirm that the head office of an issuer is in Canada before allowing the issuer to post a crowdfunding distribution on the funding portal’s platform, (b) upon receiving notice from an issuer that the issuer has amended its completed Form 45‑110F1 Offering Document, promptly notify each purchaser of that issuer’s crowdfunding distribution of (i) the amendment, and (ii) the purchaser’s right to withdraw from the agreement to purchase the security by delivering a notice to the funding portal under paragraph 5(1) (j), (c) return all assets to a purchaser within 5 business days of receiving a withdrawal notification under paragraph 5(1)(j) from the purchaser, (d) upon an issuer not raising the minimum offering amount by the 90th day after the issuer’s completed Form 45‑110F1 Offering Document is first made available to a prospective purchaser on the funding portal’s platform, or an issuer notifying the funding portal that it is withdrawing its crowdfunding distribution, no later than 5 business days after the 90th day or the notice, as applicable, (i) notify the issuer, and each purchaser of that issuer’s crowdfunding distribution, that assets have been returned or are in the process of being returned, and (ii) take reasonable steps to return, or cause to be returned, all assets to each purchaser of that issuer’s crowdfunding distribution, and (e) after the later of the periods referred to in paragraph 5(1)(j) has elapsed, (i) release, or cause to be released, all assets due to the issuer at the closing of the distribution, and (ii) no later than 15 days after the closing of the distribution, (A) notify each purchaser that the assets have been released to the issuer, and (B) provide the issuer with all information required to comply with the issuer’s obligations under paragraph 5(2)(b). 2297 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 4 EXEMPTION FROM PROSPECTUS REQUIREMENT FOR ISSUERS Exemption from prospectus requirement for issuers 5.(1) An issuer is exempt from the prospectus requirement in respect of a crowdfunding distribution if all of the following apply: (a) the distribution of and payment for the security is facilitated through a funding portal that is (i) relying on subsection 3(1), or (ii) operated by an exempt market dealer or investment dealer; (b) the purchaser purchases the security as principal; (c) the issuer is not a reporting issuer in any jurisdiction of Canada or the equivalent in any foreign jurisdiction; (d) the issuer is not an investment fund; (e) the issuer has its head office in Canada; (f) the security distributed is an eligible security of the issuer’s own issue; (g) the aggregate gross proceeds raised by the issuer group in reliance on this section during the 12‑month period before the closing of the crowdfunding distribution do not exceed $1,500,000; (h) the issuer has completed a Form 45‑110F1 Offering Document and provided it to the funding portal; (i) the crowdfunding distribution closes no later than the 90th day after the date the issuer’s completed Form 45‑110F1 Offering Document is first made available to a prospective purchaser on the funding portal’s platform; (j) the subscription agreement provides that the purchaser may withdraw from the agreement to purchase the security, (i) after entering into the agreement, by delivering a notice of withdrawal to the funding portal not later than midnight on the 2nd business day after the day on which the purchaser enters into the agreement, and (ii) after an amendment to the issuer’s completed Form 45‑110F1 Offering Document, by delivering a notice of withdrawal not later than midnight on the 2nd business day after the day on which the funding portal notifies the purchaser of the amendment; (k) the issuer’s completed Form 45‑110F1 Offering Document discloses how the issuer intends to use the assets raised and the minimum offering amount required to close the crowdfunding distribution; (l) the issuer does not close the crowdfunding distribution until the issuer has raised the minimum offering amount stated in the issuer’s completed Form 45‑110F1 Offering Document either through subscriptions to the crowdfunding distribution or any concurrent distribution under one or more other exemptions from the prospectus requirement, provided that the assets are unconditionally available to the issuer; 2298 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (m) no concurrent crowdfunding distribution is made by any member of the issuer group for the same purposes as described in the issuer’s completed Form 45‑110F1 Offering Document; (n) no commission, fee or similar payment is paid by the issuer to the issuer group, or any principal, employee or agent of a member of the issuer group, with respect to the crowdfunding distribution; (o) no principal of the issuer group is a principal of the funding portal; (p) the issuer does not distribute to any one purchaser securities valued at more than, (i) subject to subparagraph (ii), $2,500, or (ii) if the purchaser has obtained advice from a registered dealer that the investment is suitable for the purchaser, $10,000; (q) the issuer (i) has operations other than operations to identify and evaluate assets or a business with a view to completing an investment in, merger with, amalgamation with or a purchase of the securities of an issuer, or the acquisition of a business, and (ii) does not intend to use the proceeds of the crowdfunding distribution to invest in, merge with, amalgamate with or to purchase securities of an issuer, or to acquire a business, unless the issuer or the business is identified in the issuer’s completed Form 45‑110F1 Offering Document. (2) An issuer relying on subsection (1) must, (a) if the issuer becomes aware that its completed Form 45‑110F1 Offering Document is not accurate, or is no longer accurate, promptly (i) advise the funding portal that the issuer’s Form 45‑110F1 Offering Document is not accurate, or is no longer accurate, (ii) amend the Form 45‑110F1 Offering Document so that it is accurate, and (iii) provide the amended Form 45‑110F1 Offering Document to the funding portal, and (b) within 30 days after the closing of the crowdfunding distribution, deliver to each purchaser (i) a written confirmation setting out all of the following: (A) the date of subscription and the closing of the crowdfunding distribution; (B) the quantity and description of the eligible security purchased; (C) the price per eligible security paid by the purchaser; (D) the total commissions, fees and any other similar payments paid by the issuer to the funding portal in respect of the crowdfunding distribution, and (ii) a copy of the issuer’s completed Form 45‑110F1 Offering Document. 2299 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Filing of distribution materials 6. An issuer that distributes a security under this Instrument must, no later than the 30th day after the closing of the crowdfunding distribution, file with the securities regulatory authority or regulator both of the following: (a) the issuer’s completed Form 45‑110F1 Offering Document; (b) a report of exempt distribution in accordance with Form 45‑106F1 Report of Exempt Distribution of National Instrument 45‑106 Prospectus Exemptions. PART 5 EXEMPTION Exemption 7.(1) The securities regulatory authority or regulator may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant an exemption. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14‑101 Definitions opposite the name of the local jurisdiction. PART 6 EFFECTIVE DATE Effective date 8.(1) This Instrument comes into force on September 21, 2021. (2) In Saskatchewan, despite subsection (1), if this Instrument is filed with the Registrar of Regulations after September 21, 2021, this Instrument comes into force on the day on which they are filed with the Registrar of Regulations. APPENDIX A TO NATIONAL INSTRUMENT 45‑110 START‑UP CROWDFUNDING REGISTRATION AND PROSPECTUS EXEMPTIONS ASSOCIATIONS In this Instrument, a person or company is an “association” if the person or company is any of the following: ● a cooperative, as defined in subsection 1(1) of the Cooperatives Act (Alberta) ● an association, as defined in subsection 1(1) of the Cooperative Association Act (British Columbia) ● a cooperative, as defined in subsection 1(1) of the Cooperatives Act (Manitoba) ● a cooperative, as defined in section 1 of the Cooperatives Act (New Brunswick) ● a co‑operative, as defined in section 2 of the Co‑Operatives Act (Newfoundland) 2300 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) ● an association, as defined in section 1 of the Co‑Operative Associations Act (Northwest Territories) ● an association, as defined in section 2 of the Co‑Operative Associations Act (Nova Scotia) ● an association, as defined in section 1 of the Co‑Operative Associations Act (Nunavut) ● a co‑operative, as defined in section 1 of the Co‑Operative Corporations Act (Ontario), only if permitted or authorized by that legislation to rely on the exemption from the prospectus requirement in this Instrument ● an association, as defined in section 1 of the Co‑Operative Associations Act (Prince Edward Island) ● a cooperative, as defined in section 3 of the Co‑Operatives Act (Québec) ● a co‑operative, as defined in The New Generation Co‑operatives Act (Saskatchewan) or in subsection 2(1) of The Co‑operatives Act, 1996 (Saskatchewan) ● an association, as defined in section 1 of the Cooperative Associations Act (Yukon) FORM 45‑110F1 OFFERING DOCUMENT GENERAL INSTRUCTIONS: (1) This offering document must be provided to your funding portal, which must make it available on its online platform. This offering document must not contain a misrepresentation. A misrepresentation means an untrue statement of material fact or an omission to state a material fact that is required to be stated, or necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. If the information contained in this offering document is no longer accurate and contains a misrepresentation, you must immediately notify the funding portal, amend the offering document and provide the new version to the funding portal. (2) If an issuer is relying on the start‑up crowdfunding prospectus exemption (section 5 of the Instrument) in the local jurisdiction with respect to a crowdfunding distribution, the issuer must file this offering document in the local jurisdiction. Note: if a purchaser of the securities and the issuer are in different jurisdictions, the crowdfunding distribution is occurring in both jurisdictions ‑ the jurisdiction of the issuer’s head office and the jurisdiction of the purchaser. (3) This offering document is required to be filed no later than the 30th day after the closing of the distribution. (4) This offering document must be completed and certified by an authorized individual on behalf of the issuer. (5) Draft this offering document so that it is easy to read and understand. Be concise and use clear, plain language. Avoid technical terms. (6) Disclosure must conform as closely as possible to this form. Address the items in the order set out below. No variation of headings, numbering or information set out in the form is allowed and all are to be displayed as shown. 2301 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 1: RISKS OF INVESTING 1.1 Include the following statement in bold type: “No securities regulatory authority or regulator has assessed, reviewed or approved the merits of these securities or reviewed this offering document. Any representation to the contrary is an offence. This is a risky investment.” 1.2 Include the following statement, in bold type, if the issuer provides forward‑ looking statements: “The forecasts and predictions of an early‑stage business are difficult to objectively analyze or confirm. Forward‑looking statements represent the opinion of the issuer only and may not prove to be reasonable.” Item 2: THE ISSUER 2.1 Provide the following information about the issuer: (a) full legal name as it appears in the issuer’s articles of incorporation, limited partnership agreement or other organizing documents, as the case may be; (b) head office address; (c) telephone; (d) email address; (e) website URL. Instructions: The head office is where the individuals managing the issuer, including the CEO, maintain their offices. This may be the same as, or different from, the registered office address, depending on the legal structure of the issuer. The address of the head office must be a physical address and not a post office (P.O.) box. 2.2 Provide the following information for a contact person of the issuer who is able to answer questions from purchasers and the securities regulatory authority or regulator: (a) full legal name (first name, middle name and last name); (b) position held with the issuer; (c) business address; (d) business telephone; (e) email address. Item 3: ISSUER’S BUSINESS 3.1 Describe the issuer’s business. Provide enough detail for an investor to clearly understand what the issuer does or intends to do. Instructions: (1) Answer the following questions if applicable: ● Does or will the issuer build, design or develop something? Will it sell something produced by others? Will it provide a service? ● What are the key details about the issuer’s industry and operations? What makes the issuer’s business special and different from other competitors in the industry? 2302 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) ● What milestones has the issuer already reached and what do they hope to achieve in the next 2 years? E.g., Complete testing, find a manufacturer, commence a marketing campaign or buy inventory. What is the proposed timeline for achieving each of the milestones? ● What are the major hurdles that the issuer expects to face in achieving its milestones? ● How are the funds raised from this financing expected to help the issuer advance its business and achieve one or more of the milestones? ● Has the issuer entered any contracts that are important to its business? ● Has the issuer conducted any operations yet? ● Where does the issuer see its business in 3, 5 and 10 years? ● What are the issuer’s future plans and hopes for its business and how does it plan to get there? ● What is the issuer’s management experience in running a business or in the same industry? ● Does the issuer have business premises from which it can operate its business? ● How many employees does the issuer have? How many does it need? (2) Do not refer to a measure of financial performance, financial position or cash flow in the offering document unless (i) the issuer has made financial statements available for the most recently completed financial year, and (ii) the measure referred to in the offering document is an amount presented in the financial statements or is reconciled to an amount presented in the financial statements. (3) An issuer must have operations other than to identify and evaluate assets or a business with a view to completing an investment in, merger with, amalgamation with or acquisition of a business, or a purchase of the securities of one or more other issuers. If it has no other operations, it must not raise capital using start‑up crowdfunding. 3.2 Describe the legal structure of the issuer and indicate the jurisdiction where the issuer is incorporated or organized. Instructions: (1) Indicate whether the issuer is a corporation, a limited partnership, a general partnership, an association (as defined under the Instrument) or other. (2) Indicate the province, territory or state where the issuer is incorporated or organized. 3.3 Indicate where the issuer’s articles of incorporation, limited partnership agreement, shareholder agreement or similar document is available for purchasers to review. Instruction: You may provide online access to these documents for investors. 3.4 Indicate which statement(s) best describe(s) the issuer’s operations (select all that apply) The issuer has never conducted operations, is in the development stage, is currently conducting operations. 2303 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 3.5 Indicate whether the issuer has financial statements available. If yes, include the following statement, in bold type: “Information for purchasers: If you receive financial statements from an issuer conducting a crowdfunding distribution, you should know that those financial statements have not been provided to or reviewed by a securities regulatory authority or regulator. They are not part of this offering document. You should also consider seeking advice from an accountant or an independent financial adviser about the information in the financial statements.” Instructions: (1) Any financial statements made available in connection with the start-up crowdfunding distribution must be prepared in accordance with Canadian GAAP. These financial statements must present the issuer’s results of operations for its most recently completed financial year. (2) If an auditor has issued an auditor’s report on the financial statements, it must be included with the financial statements. If the financial statements were not audited, the issuer must label the financial statements as unaudited. 3.6 Describe the number and type of securities of the issuer outstanding as at the date of the offering document. If there are securities outstanding other than the eligible securities being offered, describe those securities. Item 4: MANAGEMENT 4.1 Provide the information in the following table for each founder, director, officer and control person of the issuer: Full legal Principal Expertise, Number Date Percentage of name, occupation education, and and type of securities the issuer’s municipality for the last 5 experience securities of were acquired securities held of residence years that is the issuer and price as of the date and position relevant to owned paid for the of this offering at issuer the issuer’s securities document business 4.2 Provide the name of the person involved and details of the time, nature and the outcome of the proceedings for each of the persons listed under item 4.1 and the issuer who, as the case may be: (a) has ever pleaded guilty to or been found guilty of (i) a summary conviction or indictable offence under the Criminal Code, (ii) a quasi‑criminal offence in any jurisdiction of Canada or a foreign jurisdiction, (iii) a misdemeanor or felony under the criminal legislation of the United States of America, or any state or territory therein, or (iv) an offence under the criminal legislation of any other foreign jurisdiction, 2304 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by, or has entered into a settlement agreement with, a government agency, administrative agency, self‑regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last 10 years related to: (i) the person’s involvement in any securities, insurance or banking activity, or (ii) a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct, (c) is or has been the subject of an order, judgment, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct, (d) is or has ever been the subject of a bankruptcy or insolvency proceeding, or (e) is a director, officer, founder or control person of a person or company that is or has been subject to a proceeding described in paragraph (a), (b), (c) or (d) above. Instruction: A quasi‑criminal offence includes offences under the Income Tax Act (Canada), the Immigration and Refugee Protection Act (Canada) or the tax, immigration, drugs, firearms, money laundering or securities legislation of any province or territory of Canada or foreign jurisdiction. Item 5: CROWDFUNDING DISTRIBUTION 5.1 Provide the name of the funding portal the issuer is using to conduct its crowdfunding distribution. If the issuer is using a funding portal that is operated by a registered dealer, provide the name of the registered dealer. Instruction: This offering document must not be posted on more than one funding portal. 5.2 Indicate all the jurisdictions (Canadian provinces and territories) where the issuer intends to raise funds and make this offering document available. Alberta Newfoundland and Ontario Labrador British Columbia Northwest Territories Prince Edward Island Manitoba Nova Scotia Québec New Brunswick Nunavut Saskatchewan Yukon 5.3 Provide the following information with respect to the crowdfunding distribution: (a) the date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is first made available on the funding portal); (b) the date(s) and description of amendment(s) made to this offering document, if any. 2305 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Instruction: An amendment to the offering document must not change the date referred to under paragraph (a). 5.4 Indicate the type of eligible securities offered. Common shares Non‑convertible preference shares Securities convertible into common shares Securities convertible into non‑convertible preference shares Non‑convertible debt linked to a fixed interest rate Non‑convertible debt linked to a floating interest rate Limited partnership units Shares in the capital of an association. Specify type of shares (e.g. membership, investment, preference, etc.): _______________________________ 5.5 The securities offered have the following rights, restrictions and conditions: voting rights; dividends or interests (describe any right to receive dividends or interest); rights on dissolution; conversion rights (describe what each security is convertible into); tag‑along rights; drag‑along rights; pre‑emptive rights; other (describe the rights). Instruction: This information is found in the organizing documents referred to in item 3.3. 5.6 Provide a brief summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag‑along, drag along or pre‑ emptive rights. Instruction: The restrictions and conditions required to be described here are found in by‑laws, shareholder’s agreements or limited partnership agreements. 5.7 In a table, provide the following information: Total amount ($) Total number of securities issuable Minimum offering amount Maximum offering amount Price per security 5.8 Indicate the minimum investment amount per purchaser, or if the issuer has not set a minimum investment amount, state that fact. 2306 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 5.9 Include the following statement in bold type: “Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to [insert name of issuer] that are raised using other prospectus exemptions.” Item 6: USE OF FUNDS 6.1 Provide the following information on the funds previously raised by the issuer: (a) the amount of funds previously raised; (b) how the issuer raised those funds; (c) if the funds were raised by issuing securities, the prospectus exemption that the issuer relied on to issue those securities; (d) how the issuer used those funds. If the issuer has not previously raised funds, state that fact. 6.2 Using the following table, provide a detailed breakdown of how the issuer will use the funds raised from this crowdfunding distribution. If any of the funds will be paid directly or indirectly to a founder, director, officer or control person of the issuer, disclose in a note to the table the name of the person, the relationship to the issuer and the amount. If more than 10% of the available funds will be used by the issuer to pay debt and the issuer incurred the debt within the two preceding financial years, describe why the debt was incurred. Description of intended use of Assuming minimum offering Assuming maximum offering funds listed in order of priority amount amount Item 7: PREVIOUS CROWDFUNDING DISTRIBUTIONS 7.1 For each crowdfunding distribution in which the issuer group and each founder, director, officer and control person of the issuer group have been involved in the past five years, provide the following information: (a) the full legal name of the issuer that made the distribution; (b) the name of the funding portal; (c) whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached, and the date on which any of these occurred. Instruction: Provide the information for all previous crowdfunding distributions involving the issuer group and each founder, director, officer and control person of each member of the issuer group, even if the previous crowdfunding distribution was made by an issuer that is not a member of the issuer group. Item 8: COMPENSATION PAID TO FUNDING PORTAL 8.1 Provide a description of each commission, fee or other amount expected to be paid by the issuer to the funding portal for this crowdfunding distribution and the estimated amount to be paid. If a commission is being paid, indicate the percentage that the commission will represent of the gross proceeds of the offering assuming both the minimum and maximum offering amount. 2307 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 9: RISK FACTORS 9.1 Describe in order of importance, starting with the most important, the risk factors material to the issuer that a reasonable investor would consider important in deciding whether to buy the issuer’s securities. 9.2 If the securities being distributed are to pay interest, dividends or distributions and the issuer does not have the financial resources to make such payments, (other than from the sale of securities) state in bold type: “We do not currently have the financial resources to pay [interest, dividends or distributions] to investors. There is no assurance that we will ever have the financial resources to do so.” Item 10:

REPORTING OBLIGATIONS 10.1 Describe the nature and frequency of any disclosure of information the issuer intends to provide to purchasers after the closing of the distribution and explain how purchasers can access this information. 10.2 If the issuer is required by corporate legislation, its constating documents (e.g., articles of incorporation or by‑laws) or otherwise to provide annual financial statements or an information circular/proxy statements to its security holders, state that fact. 10.3 If the issuer is aware, after making reasonable inquiries, of any existing voting trust agreement among certain shareholders of the issuer, provide the information: (a) the number of shareholders party to the agreement; (b) the percentage of voting shares of the issuer subject to the agreement; (c) the name of the person acting as a trustee; (d) whether the trustee has been granted any additional powers; (e) whether the agreement is limited to a specified period of time. Item 11: RESALE RESTRICTIONS 11.1 Include the following statement, in bold type: “The securities you are purchasing are subject to a resale restriction. You might never be able to resell the securities.” Item 12: PURCHASERS’ RIGHTS 12.1 Include the following statement, in bold type: “Rights of Action in the Event of a Misrepresentation If there is a misrepresentation in this offering document, you have a right (a) to cancel your agreement with [name of issuer or other term used to refer to issuer] to buy these securities, or (b) to damages against [name of issuer or other term used to refer to issuer] and may, in certain jurisdictions, have the statutory right to damages from other persons. These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities. 2308 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations. Two‑day cancellation right: You may cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal not later than midnight on the second business day after you enter into the agreement. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice to the funding portal not later than midnight on the second business day after the funding portal provides you notice of the amendment.” Item 13: DATE AND CERTIFICATE 13.1 Include the following statement in bold type: “This offering document does not contain a misrepresentation.” 13.2 Provide the signature, date of the signature, name and position of the authorized individual certifying this offering document. 13.3 If this offering document is signed electronically, include the following statement in bold type: “I acknowledge that I am signing this offering document electronically and agree that this is the legal equivalent of my handwritten signature.” FORM 45‑110F2 RISK ACKNOWLEDGEMENT Issuer Name: Type of Eligible Security Offered: WARNING! BUYER BEWARE: This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment. Yes No 1. Risk acknowledgement Risk of loss – Do you understand that this is a risky investment and that you may lose all the money you pay for this investment? No income – Do you understand that you may not earn any income, such as dividends or interest, on this investment? Liquidity risk – Do you understand that you may never be able to sell this investment? Lack of information – Do you understand that you may not be provided with any ongoing information about the issuer and/or this investment? 2. No approval and no advice Instruction: Delete “and no advice” if the funding portal is operated by a registered dealer. 2309 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 No approval – Do you understand that this investment has not been reviewed or approved in any way by a securities regulatory authority or regulator? No advice – Do you understand that you will not receive advice about your investment? Instruction: Delete this row if the funding portal is operated by a registered dealer. 3. Limited legal rights Limited legal rights – Do you understand that you will not have the same rights as if you purchased under a prospectus or through a stock exchange? If you want to know more, you may need to seek professional legal advice. 4. Purchaser’s acknowledgement Investment risks – Have you read this form and do you understand the risks of making this investment? Offering document – Has an offering document relating to this investment been made available to you on the funding portal? The offering document contains important information about this investment. If you have not read the offering document or if you do not understand the information in it, you should not invest. You should retain a copy of the offering document for your records. Have you read and do you understand the information in the offering document? First and last name: Electronic signature: By clicking the [I confirm] button, I acknowledge that I am signing this form electronically and agree that this is the legal equivalent of my handwritten signature. I will not at any time in the future claim that my electronic signature is not legally binding. The date of my electronic signature is the same as my acknowledgement. 5. Additional information ■ You have two days to cancel your purchase by sending a notice to the funding portal at: Instruction: Provide email address where purchasers can send their notice. Describe any other manner for purchasers to cancel their purchase. ■ If you want more information about your local securities regulation, go to www.securities‑administrators.ca. Securities regulators do not provide advice on investment. ■ To check if the funding portal is operated by a registered dealer, go to www.aretheyregistered.ca. Instruction: Delete if the funding portal is not operated by a registered dealer. 2310 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 45‑110F3 FUNDING PORTAL INFORMATION GENERAL INSTRUCTION: If the funding portal is relying on the start‑up crowdfunding registration exemption (section 3 of the Instrument), the funding portal must complete and deliver this form with any attachments and all corresponding Forms 45-110F4 Portal Individual Information to the securities regulatory authority or regulator if the funding portal facilitates or intends to facilitate a crowdfunding distribution. FUNDING PORTAL INFORMATION 1. Provide the following information regarding the funding portal: (a) full legal name of the funding portal as it appears on the funding portal’s organizing documents; (b) name that the funding portal will be operating under; (c) website URL; (d) telephone; (e) email address; (f) head office address; (g) jurisdiction where the head office is located (check). Alberta Newfoundland Ontario and Labrador British Columbia Northwest Prince Edward Island Territories Manitoba Nova Scotia Québec New Brunswick Nunavut Saskatchewan Yukon 2. Provide the following information regarding the contact person for the funding portal: (a) full legal name (first name, middle name and last name); (b) business address; (c) business Telephone; (d) email address. 3. Provide the following information regarding each founder, director, officer and control person of the funding portal. If necessary, use an attachment signed and dated by the authorized individual certifying this form. (a) full legal name (first name, middle name and last name); (b) position(s) held. 2311 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4. Indicate each jurisdiction where the funding portal is delivering this form. The funding portal must deliver this form in the local jurisdiction if it facilitates or intends to facilitate a crowdfunding distribution in that jurisdiction. Alberta Newfoundland and Ontario Labrador British Columbia Northwest Territories Prince Edward Island Manitoba Nova Scotia Québec New Brunswick Nunavut Saskatchewan Yukon 5. Provide the date the funding portal expects to begin to facilitate crowdfunding distributions in the jurisdictions indicated under item 4. 6. If the funding portal is relying on National Instrument 45‑110 Start‑up Crowdfunding Registration and Prospectus Exemptions in any jurisdiction, provide the name(s) of the jurisdiction(s) and the date this Funding Portal Information form was delivered to the securities regulatory authority or regulator. LEGAL STRUCTURE AND CONSTATING DOCUMENTS 7. Indicate the legal structure of the funding portal. Sole proprietorship Partnership Limited partnership (provide the name of the general partner) Corporation Other (specify) 8. Attach the funding portal’s organizing documents: for example, the funding portal’s articles and certificate of incorporation, any articles of amendments, partnership agreement or declaration of trust. If the funding portal is a sole proprietorship, provide a copy of the registration of the trade name. The attachment must be signed and dated by the authorized individual certifying this form. 9. Attach a chart showing the funding portal’s structure and ownership. Include disclosure for all parents, affiliates and subsidiaries. Include the name of each person or company, and the class, type, amount and voting percentage of ownership of the funding portal’s securities. The attachment must be signed and dated by the authorized individual certifying this form. BUSINESS ACTIVITIES 10. Provide a description of following: (a) the proposed business activities of the funding portal; (b) the marketing strategy of the funding portal; (c) the target issuers, including their sectors; (d) the key risks you identify in operating your funding portal. 2312 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) CRIMINAL DISCLOSURE 11. Has the funding portal ever been found guilty, pleaded no contest to, or been granted an absolute or conditional discharge from (a) a summary conviction or indictable offence under the Criminal Code, (b) a quasi‑criminal offence in any jurisdiction of Canada or a foreign jurisdiction, (c) a misdemeanor or felony under the criminal legislation of the United States of America, or any state or territory therein, or (d) an offence under the criminal legislation of any other foreign jurisdiction? Yes No If yes, provide all relevant details in an attachment signed and dated by the authorized individual certifying this form that includes the circumstances, relevant dates, names of the parties involved and the final disposition, if a final disposition has been made. Instruction: A quasi‑criminal offence includes an offence under the Income Tax Act (Canada), the Immigration and Refugee Protection Act (Canada) or the tax, immigration, drugs, firearms, money laundering or securities legislation of any province or territory of Canada or foreign jurisdiction. 12. Are there any outstanding or stayed charges against the funding portal alleging a criminal offence that was committed? Yes No If yes, provide all relevant details in an attachment signed and dated by the authorized individual certifying this form that includes the circumstances, relevant dates, names of the parties involved and final disposition, if a final disposition has been made. CIVIL DISCLOSURE 13. Has the funding portal been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by, or entered into a settlement agreement with, a government agency, administrative agency, self‑ regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last 10 years related to a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct in Canada or a foreign jurisdiction related to its involvement in any type of securities, derivatives, insurance or banking activity. Yes No If yes, provide all relevant details in an attachment signed and dated by the authorized individual certifying this form that includes the circumstances, relevant dates, names of the parties involved and final disposition, if a final disposition has been made. 2313 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 14. Are there currently any outstanding civil actions alleging fraud, theft, deceit, misrepresentation or similar misconduct against the funding portal? Yes No If yes, provide all relevant details in an attachment signed and dated by the authorized individual certifying this form that includes the circumstances, relevant dates, names of the parties involved and final disposition, if a final disposition has been made. PROCESS AND PROCEDURE FOR HANDLING OF FUNDS 15. Provide all relevant details in an attachment that is signed and dated by the authorized individual certifying this form of the relevant documents on the process and procedure for handling all funds in relation to the crowdfunding distribution in a designated trust account at a Canadian financial institution, including the following: (a) the name of the Canadian financial institution the funding portal will use with the designated trust account number; (b) the names of the signatories on this account and their role with the funding portal; (c) details of how the funds held in this account will be separate and apart from the funding portal’s own property; (d) a copy of the trust agreement, or details surrounding the establishment of this account. If the funding portal does not have a trust agreement or an account, please explain; (e) details regarding how funds will flow (i) from purchasers to the funding portal’s account, (ii) from the funding portal’s account to the issuer in the event that the crowdfunding distribution closes, and (iii) from the funding portal’s account back to the purchasers in the event that the crowdfunding distribution does not close or the purchaser has exercised their right of withdrawal. COLLECTION AND USE OF INFORMATION The information required under this form is collected, used and disclosed by the securities regulatory authority or, where applicable, the regulator of the jurisdiction under the authority granted under securities legislation for the purposes of the administration and enforcement of the securities legislation. By submitting this form, the funding portal ● acknowledges that the securities regulatory authority or regulator may collect personal information about the individuals referred to in this form or information about the funding portal, ● confirms that the individuals referred to in this form have been notified that their personal information is disclosed on this form, the legal reason for doing so, how it will be used and who to contact for more information, and 2314 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) ● consents to the posting on the website of the securities regulatory authority or regulator of: (i) the name that the funding portal will be operating under; (ii) the website address for the funding portal; and (iii) the funding portal’s reliance on a dealer registration exemption. If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in any jurisdiction in which this form is submitted. Contact information is listed at the end of this form. CERTIFICATION By signing this form, the funding portal ● undertakes to comply with all of the applicable conditions set out in National Instrument 45‑110 Start‑up Crowdfunding Registration and Prospectus Exemptions, ● certifies that its platform is complete, ready for viewing in a test environment and designed to comply with National Instrument 45‑110 Start‑up Crowdfunding Registration and Prospectus Exemptions, ● certifies that it has, or reasonably expects to have, sufficient financial resources to continue its operations for at least the next 6 months, and ● acknowledges that the securities regulatory authority or regulator of a jurisdiction in which this form is submitted may access the books and records relating to the carrying on of its activities and may conduct a compliance review. On behalf of the funding portal, I certify that the statements made in this form, including any attachments, are true and complete. Full legal name of funding portal: ___________________________________________ Signature of authorized individual: _________________________ Date: ________ Print name of authorized individual: ________________________________________ Position held: _____________________________________________________________ Telephone number: ________________________________________________________ Email: ____________________________________________________________________ 2315 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS FORM Contact information: Alberta Nova Scotia The Alberta Securities Commission Nova Scotia Securities Commission Suite 600, 250 ‑ 5th Street SW Suite 400, 5251 Duke Street Calgary, Alberta T2P 0R4 Halifax, Nova Scotia B3J 1P3 Telephone: 403‑297‑6454 Telephone: 902‑424‑7768 Email: registration@asc.ca Toll free in Nova Scotia: 1‑855‑424‑2499 www.asc.ca Email: nssc.crowdfunding@novascotia.ca nssc.novascotia.ca British Columbia Ontario British Columbia Securities Commission Ontario Securities Commission P.O. Box 10142, Pacific Centre 20 Queen Street West, 22nd Floor 701 West Georgia Street Toronto, Ontario M5H 3S8 Vancouver, British Columbia V7Y 1L2 Toll free: 1‑877‑785‑1555 Telephone: 604‑899‑6854 Email: inquiries@osc.gov.on.ca Toll free in Canada: 1‑800‑373‑6393 www.osc.ca Email: portal@bcsc.bc.ca OSC Electronic Filing Portal www.bcsc.bc.ca https://eforms1.osc.gov.on.ca/e‑filings/generic/ form.do?token=ec7a3cb6‑d86d‑419d‑9c11‑ f1febe403cb6 Manitoba Québec The Manitoba Securities Commission Autorité des marchés financiers 500 ‑ 400 St Mary Avenue Direction de l’encadrement des intermédiaires Winnipeg, Manitoba R3C 4K5 800, rue du Square‑Victoria, 22e étage Telephone: 204‑945‑2548 C.P. 246, Place Victoria Toll free in Manitoba: 1‑800‑655‑2548 Montréal, Québec H4Z 1G3 Email: exemptions.msc@gov.mb.ca Telephone: 514‑395‑0337 www.mbsecurities.ca Toll free in Québec: 1‑877‑525‑0337 Email: financement‑participatif@lautorite.qc.ca www.lautorite.qc.ca New Brunswick Saskatchewan Financial and Consumer Services Financial and Consumer Affairs Authority of Commission Saskatchewan 85 Charlotte Street, Suite 300 Securities Division Saint John, New Brunswick E2L 2J2 601 ‑ 1919 Saskatchewan Drive Toll free: 1‑866‑933‑2222 Regina, Saskatchewan S4P 4H2 Email: emf‑md@fcnb.ca Telephone: 306‑787‑5645 www.fcnb.ca Email: registrationfcaa@gov.sk.ca www.fcaa.gov.sk.ca 2316 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 45‑110F4 PORTAL INDIVIDUAL INFORMATION GENERAL INSTRUCTIONS: If the funding portal is relying on the start‑up crowdfunding registration exemption (section 3 of the Instrument), each founder, director, officer and control person of the funding portal must complete this form and the funding portal must deliver those completed forms and any attachments, along with the corresponding Form 45-110F3 Funding Portal Information, to the securities regulatory authority or regulator if the funding portal facilitates or intends to facilitate a crowdfunding distribution. The information provided on this form must be specific to the individual certifying this form. FUNDING PORTAL INFORMATION 1. Provide the full legal name of the funding portal as it appears on the funding portal’s organizing documents. 2. Provide the name that the funding portal will be operating under. 3. Indicate the position(s) you hold with the funding portal. INDIVIDUAL INFORMATION 4. Full legal name: ____________________________________________________________ First name Middle name(s) Last name 5. Are you currently, or have you ever been, known by any name(s) other than your full legal name stated above, for example nicknames or name changes due to marriage? Yes No If yes, provide details. 6. Telephone number and email address: Residential: ( ) Mobile: Business: ( ) Email: 7. Provide all residential addresses for the past five years starting with your current residential address. Number, street, city, province, territory or From To state, country and postal/ZIP code MM YYYY MM YYYY 2317 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 8. If you are not a resident of Canada, you must have one address for service of process in Canada and provide the following information: Name of agent for service: Name of contact person: Address for service: Telephone: 9. Date and place of birth: Date of birth Place of birth MM DD YYYY City Province/Territory/ Country State 10. Country of citizenship: ___________________________________________________ 11. Are you currently or have you ever been registered or licensed in any capacity with any Canadian securities regulatory authority or regulator? Yes No If yes, provide your licence or registration type, the securities regulatory authority or regulator, and the start date and ending date, if applicable: 12. Have you ever been dismissed for cause by an employer from a position following allegations that you: (a) violated any statutes, regulations, rules or standards of conduct, (b) failed to appropriately supervise compliance with any statutes, regulations, rules or standards of conduct, or (c) committed fraud or the wrongful taking of property, including, for greater certainty, theft? Yes No If yes, provide all relevant details in an attachment signed and dated by the authorized individual certifying this form that includes the circumstances, relevant dates, names of the parties involved and final disposition, if a final disposition has been made. CRIMINAL DISCLOSURE 13. Have you ever been found guilty, pleaded no contest to, or been granted an absolute or conditional discharge from (a) a summary conviction or indictable offence under the Criminal Code, (b) a quasi‑criminal offence in any jurisdiction of Canada or a foreign jurisdiction, (c) a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein, or 2318 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) an offence under the criminal legislation of any other foreign jurisdiction? Yes No If yes, provide all relevant details in an attachment signed and dated by the authorized individual certifying this form that includes the circumstances, relevant dates, names of the parties involved and final disposition, if a final disposition has been made. Instructions: A quasi‑criminal offence includes an offence under the Income Tax Act (Canada), the Immigration and Refugee Protection Act (Canada) or the tax, immigration, drugs, firearms, money laundering or securities legislation of any province or territory of Canada or of a foreign jurisdiction. 14. Are there any outstanding or stayed charges against you alleging a criminal offence that was committed? Yes No If yes, provide all relevant details in an attachment signed and dated by the authorized individual certifying this form that includes the circumstances, relevant dates, names of the parties involved and final disposition, if a final disposition has been made. 15. To the best of your knowledge, are there any outstanding or stayed charges against any person or company of which you were, at the time the criminal offence was alleged to have taken place, a founder, director, officer or control person? Yes No If yes, provide all relevant details in an attachment signed and dated by the authorized individual certifying this form that includes the circumstances, relevant dates, names of the parties involved and final disposition, if a final disposition has been made. 16. To the best of your knowledge, has any person or company of which you were a founder, or during the period when you were a director, officer or control person, ever been found guilty, pleaded no contest to or been granted an absolute or conditional discharge from a criminal offence that was committed? Yes No If yes, provide all relevant details in an attachment signed and dated by the authorized individual certifying this form that includes the circumstances, relevant dates, names of the parties involved and final disposition, if a final disposition has been made. CIVIL DISCLOSURE 17. Have you or a person or company of which you are or were a founder, director, officer or control person been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by, or entered into a settlement agreement with, a government agency, administrative agency, self‑regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last 10 years related to a claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct in Canada or a foreign jurisdiction related to your involvement in any type of securities, derivatives, insurance or banking activity? 2319 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Yes No If yes, provide all relevant details in an attachment signed and dated by the authorized individual certifying this form that includes the circumstances, relevant dates, names of the parties involved and final disposition, if a final disposition has been made. 18. Are there currently any outstanding civil actions alleging fraud, theft, deceit, misrepresentation, or similar misconduct against you or a person or company of which you are or were a founder, director, officer or control person? Yes No If yes, provide all relevant details in an attachment signed and dated by the authorized individual certifying this form that includes the circumstances, relevant dates, names of the parties involved and final disposition, if a final disposition has been made. COLLECTION AND USE OF PERSONAL INFORMATION The personal information required under this form is collected, used and disclosed by the securities regulatory authority or, where applicable, the regulator of the jurisdiction under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation. By submitting this form, you consent to the collection, use and disclosure of this personal information by the securities regulatory authority or regulator of each jurisdiction in which this form is submitted and any police records, records from other government or non‑governmental regulators or self‑regulatory organizations, credit records and employment records about you that the securities regulatory authority or regulator may need to determine the completeness of the information submitted in this form and compliance with the conditions of the start‑up crowdfunding registration and prospectus exemptions. The securities regulatory authority or regulator may contact government and private bodies or agencies, individuals, corporations and other organizations for information about you. If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator of any jurisdiction in which this form is submitted. Contact information is listed at the end of this form. CERTIFICATION By submitting this form, I ● certify that the statements made in this form, including any attachments, are true and complete, and ● agree to be subject to the securities legislation of each jurisdiction of Canada where I have submitted this form. This includes the jurisdiction of any tribunals or any proceedings that relate to my activities as a founder, director, officer or control person of a funding portal under applicable securities legislation. Signature: ___________________________________________ Date: ______________ Print name: _______________________________________________________________ Position held: _____________________________________________________________ 2320 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS FORM Contact information: Alberta Nova Scotia The Alberta Securities Commission Nova Scotia Securities Commission Suite 600, 250 ‑ 5th Street SW Suite 400, 5251 Duke Street Calgary, Alberta T2P 0R4 Halifax, Nova Scotia B3J 1P3 Telephone: 403‑297‑6454 Telephone: 902‑424‑7768 Email: registration@asc.ca Toll free in Nova Scotia: 1‑855‑424‑2499 www.asc.ca Email: nssc.crowdfunding@novascotia.ca nssc.novascotia.ca British Columbia Ontario British Columbia Securities Commission Ontario Securities Commission P.O. Box 10142, Pacific Centre 20 Queen Street West, 22nd Floor 701 West Georgia Street Toronto, Ontario M5H 3S8 Vancouver, British Columbia V7Y 1L2 Toll free: 1‑877‑785‑1555 Telephone: 604‑899‑6854 Email: inquiries@osc.gov.on.ca Toll free in Canada: 1‑800‑373‑6393 www.osc.ca Email: portal@bcsc.bc.ca OSC Electronic Filing Portal www.bcsc.bc.ca https://eforms1.osc.gov.on.ca/e‑filings/generic/ form.do?token=ec7a3cb6‑d86d‑419d‑9c11‑ f1febe403cb6 Manitoba Québec The Manitoba Securities Commission Autorité des marchés financiers 500 ‑ 400 St Mary Avenue Direction de l’encadrement des intermédiaires Winnipeg, Manitoba R3C 4K5 800, rue du Square‑Victoria, 22e étage Telephone: 204‑945‑2548 C.P. 246, Place Victoria Toll free in Manitoba: 1‑800‑655‑2548 Montréal, Québec H4Z 1G3 Email: exemptions.msc@gov.mb.ca Telephone: 514‑395‑0337 www.mbsecurities.ca Toll free in Québec: 1‑877‑525‑0337 Email: financement‑participatif@lautorite.qc.ca www.lautorite.qc.ca New Brunswick Saskatchewan Financial and Consumer Services Financial and Consumer Affairs Authority of Commission Saskatchewan 85 Charlotte Street, Suite 300 Securities Division Saint John, New Brunswick E2L 2J2 601 ‑ 1919 Saskatchewan Drive Toll free: 1‑866‑933‑2222 Regina, Saskatchewan S4P 4H2 Email: emf‑md@fcnb.ca Telephone: 306‑787‑5645 www.fcnb.ca Email: registrationfcaa@gov.sk.ca www.fcaa.gov.sk.ca 2321 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 45‑110F5 SEMI‑ANNUAL FINANCIAL RESOURCES CERTIFICATION The funding portal certifies that it has, or reasonably expects to have, sufficient financial resources to continue its operations for at least the next 6 months. On behalf of the funding portal, I certify that the statement made in this form is true and complete. Full legal name of funding portal: ___________________________________________ Signature of the chief executive officer, chief financial officer or functional equivalent: _______________________________ Date: ____________ Print name of individual: ___________________________________________________ Position held: ______________________________________________________________ Telephone number: _________________________________________________________ Email: ____________________________________________________________________ IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS FORM 29 Oct 2021 SR 113/2021 s6; 18 Jly 2025 SR 53/2025 s2. 2322 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2323 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LXVIII [clause 2(ppp)] NATIONAL INSTRUMENT 13‑103 SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+) Definitions and Interpretation 1(1) In this Instrument: “deliver” includes deposit, furnish, provide, send or submit; “document” includes information and material that is required or permitted to be filed with or delivered to a securities regulatory authority or regulator; “profile” means a set of information providing a profile of a person or company; “SEDAR+” means the system for the transmission of documents known as the System for Electronic Data Analysis and Retrieval +. (2) In this Instrument, a reference to a document that is permitted to be filed includes an application for a decision of the regulator or securities regulatory authority. Transmission of documents through SEDAR+ 2 Subject to section 3, if a person or company is required or permitted, under securities legislation or under a decision of the securities regulatory authority or regulator, to file a document with, or deliver a document to, the securities regulatory authority or regulator, the person or company must file or deliver the document by transmitting it through SEDAR+. Transmission of documents outside of SEDAR+ 3 Unless a decision made under securities legislation provides for filing or delivery through SEDAR+, a person or company must not file or deliver the following through SEDAR+: (a) a document required or permitted to be filed with or delivered to the securities regulatory authority or regulator in connection with a hearing, ce review, proceeding or investigation; (b) a letter required to be delivered under subsection 4.11(8) or (9) of National Instrument 51‑102 Continuous Disclosure Obligations; (c) a Form 51‑102F3 Material Change Report filed on a confidential basis under subsection 7.1(2) of National Instrument 51‑102 Continuous Disclosure Obligations, subsection 11.2(2) of National Instrument 81‑106 Investment Fund Continuous Disclosure or, in Ontario, subsection 75(3) of the Securities Act (Ontario); 2324 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) a notice under subsection 7.1(5) of National Instrument 51‑102 Continuous Disclosure Obligations, subsection 11.2(4) of National Instrument 81‑106 Investment Fund Continuous Disclosure or, in Ontario, subsection 75(4) of the Securities Act (Ontario); (e) a notice under subsection 13.2(2) of National Instrument 51‑102 Continuous Disclosure Obligations; (f) a notice under subsection 5(1) or 6(1) of National Instrument 52‑108 Auditor Oversight; (g) a Form 62‑104F1 Take‑Over Bid Circular filed by an offeror in respect of a take‑over bid to acquire securities of an issuer that is not a reporting issuer and that has not filed a profile under subsection 4(1); (h) a notice under subsection 18.6(2) of National Instrument 81‑106 Investment Fund Continuous Disclosure; (i) a document that a person or company is required or permitted to file or deliver pursuant to a provision of, or a decision of the securities regulatory authority or regulator issued in respect of, securities legislation listed in Column A of the Appendix, other than the exceptions listed in Column B of the Appendix. Profile requirements 4(1) Before a person or company transmits a document through SEDAR+ for the first time, the person or company must file a profile by transmitting it through SEDAR+. (2) If information contained in a profile becomes inaccurate, the person or company must file an updated profile with the accurate information by transmitting it through SEDAR+ at the earlier of (a) the next time the person or company transmits a document through SEDAR+ after the date on which the person or company knew or reasonably should have known that the information contained in the profile is inaccurate, and (b) 10 days after the date on which the person or company knew or reasonably should have known that the information contained in the profile is inaccurate. Payment of fees 5(1) At the time that a person or company transmits a document through SEDAR+, a person or company must pay through SEDAR+ (a) the prescribed fee for that document, other than a fee prescribed under Multilateral Instrument 13‑102 System Fees or, in Manitoba, an equivalent regulation, to the securities regulatory authority or regulator, and (b) the fee for that document prescribed under Multilateral Instrument 13‑102 System Fees or, in Manitoba, an equivalent regulation, to the person or company’s principal regulator if the principal regulator is the securities regulatory authority in the local jurisdiction. 2325 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) For the purposes of subsection (1), if the person or company is transmitting through SEDAR+ a document to which Multilateral Instrument 11‑102 Passport System applies, ‘principal regulator’ has the meaning set out in Part 3, 4, 4A, 4B or 4C of Multilateral Instrument 11‑102 Passport System, as applicable. (3) For the purposes of subsection (1), if the person or company is transmitting through SEDAR+ a document to which Multilateral Instrument 11‑102 Passport System does not apply, the principal regulator is the securities regulatory authority or regulator that would be the principal regulator if Part 3 of Multilateral Instrument 11‑102 Passport System applied. (4) Despite subsection (3), if the person or company is transmitting through SEDAR+ a Form 45‑106F1 Report of Exempt Distribution, and the person or company does not have a head office in Canada or is an investment fund with an investment fund manager that does not have a head office in Canada, the principal regulator is the securities regulatory authority or regulator of the jurisdiction with which the person or company has the most significant connection. Temporary hardship exemption 6(1) If technical difficulties prevent a person or company from transmitting a document through SEDAR+ within the time required or permitted under securities legislation, the person or company may file the document with or deliver the document to the securities regulatory authority or regulator outside of SEDAR+ no later than 2 business days after the date on or by which the person or company was required or permitted to file the document with, or deliver the document to, the securities regulatory authority or regulator. (2) A person or company must include the following legend in capital letters at the top of the first page of a document filed or delivered outside of SEDAR+ in reliance on subsection (1): IN ACCORDANCE WITH SECTION 6 OF NATIONAL INSTRUMENT 13‑103 SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+), THIS [SPECIFY DOCUMENT] IS BEING FILED OR DELIVERED OUTSIDE OF SEDAR+ UNDER A TEMPORARY HARDSHIP EXEMPTION. (3) If a person or company files or delivers a document to the securities regulatory authority or regulator in the manner and within the time prescribed by this section, the person or company is exempt from the requirement to file or deliver the document by the date prescribed in securities legislation. (4) If a person or company files or delivers a document to the securities regulatory authority or regulator outside of SEDAR+ in reliance on this section, the person or company must transmit the document to the securities regulatory authority or regulator through SEDAR+ as soon as practicable and in any event within 3 business days of the date on which the technical difficulties have been resolved, and must include the following legend in capital letters at the top of the first page of the document: THIS DOCUMENT IS A COPY OF [SPECIFY DOCUMENT] FILED WITH OR DELIVERED TO [LIST ALL SECURITIES REGULATORY AUTHORITIES OR REGULATORS WITH WHOM THE DOCUMENT WAS FILED OR TO WHOM IT WAS DELIVERED] ON [DATE] UNDER A TEMPORARY HARDSHIP EXEMPTION UNDER SECTION 6 OF NATIONAL INSTRUMENT 13‑103 SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+). 2326 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Decisions 7(1) Despite paragraph 3(i), if a decision made under securities legislation requires a person or company to file a document with, or deliver a document to, the securities regulatory authority or regulator through the System for Electronic Document Analysis and Retrieval (SEDAR), the person or company must file or deliver the document by transmitting it through SEDAR+. (2) In British Columbia, subsection (1) does not apply. Exemptions 8(1) The securities regulatory authority or regulator may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario only the regulator may grant an exemption from this Instrument. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14‑101 Definitions opposite the name of the local jurisdiction. Repeal of former instrument 9 National Instrument 13‑101 System for Electronic Document Analysis and Retrieval (SEDAR) is repealed. APPENDIX TO NATIONAL INSTRUMENT 13‑103 SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+) Securities legislation pursuant to which documents must not be transmitted through SEDAR+ (Paragraph 3(i)) Column A Column B National and multilateral instruments Exceptions to Column A: pursuant to which documents must not Filers who must file or be filed or delivered through SEDAR+ deliver the document through SEDAR+ Part 4A Registration and Part 4B Application to Become a Designated Rating Organization N/A of Multilateral Instrument 11‑102 Passport System National Instrument 21‑101 Marketplace N/A Operation National Instrument 23‑101 Trading Rules N/A National Instrument 23‑102 Use of Client N/A Brokerage Commissions 2327 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Column A Column B National and multilateral instruments Exceptions to Column A: pursuant to which documents must not Filers who must file or be filed or delivered through SEDAR+ deliver the document through SEDAR+ National Instrument 23‑103 Electronic Trading and Direct Electronic Access to N/A Marketplace National Instrument 24‑101 Institutional N/A Trade Matching and Settlement National Instrument 24‑102 Clearing Agency N/A Requirements National Instrument 25‑101 Designated N/A Rating Organizations National Instrument 31‑102 National N/A Registration Database National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing N/A Registrant Obligations Multilateral Instrument 32‑102 Registration Exemptions for Non‑Resident Investment N/A Fund Managers National Instrument 33‑105 Underwriting N/A Conflicts National Instrument 33‑109 Registration N/A Information National Instrument 35‑101 Conditional Exemption From Registration For United N/A States Broker‑Dealers and Agents Multilateral Instrument 45‑108 An issuer filing or delivering Crowdfunding a document under section 15, section 16 or section 17 An issuer filing an application for an exemption under section 44 National Instrument 45‑110 Start‑Up An issuer filing a document Crowdfunding Registration and Prospectus under section 6 Exemptions An issuer filing an application for an exemption under section 7 National Instrument 52‑107 Acceptable An issuer filing an application Accounting Principles and Auditing for an exemption under Standards subsection 5.1(1) National Instrument 55‑102 System for An issuer filing an application Electronic Disclosure by Insiders (SEDI) for an exemption under subsection 6.1(1) 2328 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Column A Column B National and multilateral instruments Exceptions to Column A: pursuant to which documents must not Filers who must file or be filed or delivered through SEDAR+ deliver the document through SEDAR+ National Instrument 55‑104 Insider Reporting An issuer filing an application Requirements and Exemptions for an exemption under subsection 10.1(1) Multilateral Instrument 91‑101 Derivatives: N/A Product Determination Multilateral Instrument 91‑102 Prohibition of N/A Binary Options Multilateral Instrument 91‑506 Derivatives: N/A Product Determination Multilateral Instrument 91‑507 Trade N/A Repositories and Derivatives Data Reporting National Instrument 94‑101 Mandatory N/A Central Counterparty Clearing of Derivatives National Instrument 94‑102 Derivatives: Customer Clearing and Protection of Customer N/A Collateral and Positions Multilateral Instrument 96‑101 Trade Repositories and N/A Derivatives Data Reporting Column A Column B British Columbia securities legislation Exceptions to Column pursuant to which documents must not be A: Filers who must file filed or delivered through SEDAR+ or deliver the document through SEDAR+ Exemption orders (Part 1) – section 3.1 of the An issuer filing an application Securities Act R.S.B.C. 1996, c 418 for an order under section 3.1 An issuer required or permitted to file or deliver a document pursuant to an exemption order Designations (Part 1) – section 3.2 of the A person filing an application Securities Act R.S.B.C. 1996, c 418 under paragraph 3.2(1)(b) for an order that a person or a person within a class of persons is a mutual fund, a non‑redeemable investment fund or a reporting issuer An issuer required or permitted to file or deliver a document pursuant to a designation order 2329 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Column A Column B British Columbia securities legislation Exceptions to Column pursuant to which documents must not be A: Filers who must file filed or delivered through SEDAR+ or deliver the document through SEDAR+ Benchmark Administrators, Clearing Agencies, Exchanges, Information Processors, Quotation and Trade Reporting Systems, N/A Self‑Regulatory Bodies and Trade Repositories (Part 4) – sections 23‑33 of the Securities Act R.S.B.C. 1996, c 418 Registration (Part 5) – sections 34‑41 of the N/A Securities Act R.S.B.C. 1996, c 418 Exemption order by commission or executive A person filing an application director (Part 6) – section 48 of the Securities for an exemption from the Act R.S.B.C. 1996, c 418 prospectus requirement Trading in Derivatives (Part 8) – sections 58‑60 N/A of the Securities Act R.S.B.C. 1996, c 418 Initial and subsequent insider report – section 87 N/A of the Securities Act R.S.B.C. 1996, c 418 Exemption order by commission or executive An issuer filing an application director (Part 12) – section 91 of the Securities under section 91 for an Act R.S.B.C. 1996, c 418 exemption order other than an application for an exemption from the insider reporting requirement An issuer required or permitted to file or deliver a document pursuant to an exemption order Filing and inspection of records (Part 20) – An issuer filing an application section 169 of the Securities Act R.S.B.C. 1996, under section 169 c 418 Discretion to revoke or vary decision (Part 20) – An issuer filing an application section 171 of the Securities Act R.S.B.C. 1996, under section 171 c 418 An issuer required or permitted to file or deliver a document pursuant to an order Administrative powers respecting commission An issuer filing an application rules (Part 20) – section 187 of the Securities under section 187 Act R.S.B.C. 1996, c 418 An issuer required or permitted to file or deliver a document pursuant to an order 2330 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Column A Column B Alberta securities legislation pursuant Exceptions to Column A:

to which documents must not be filed or Filers who must file or delivered through SEDAR+ deliver the document through SEDAR+ Form 4 Report by a Registered Owner of Securities Beneficially Owned by an Insider Under Section 183 of the Securities Act – N/A section 17 of Alberta Securities Commission Rules (General) Designation orders – section 10 of the An issuer filing an application Securities Act RSA 2000, c S‑4 under section 10 Regulation, Recognition and Designation of Entities and Benchmarks – Part 4 of the N/A Securities Act RSA 2000, c S‑4 Surrender of registration – section 78 of the N/A Securities Act RSA 2000, c S‑4 Further Information – section 82 of the N/A Securities Act RSA 2000, c S‑4 Trading in Securities and Derivatives Generally – Part 7 of the Securities Act N/A RSA 2000, c S‑4 Discretionary exemptions – section 144 of the A person or company filing an Securities Act RSA 2000, c S‑4 application for relief from the prospectus requirement Applications to the Commission – section 179 An issuer filing an application of the Securities Act RSA 2000, c S‑4 under section 179 General Exemption – section 213 of the An issuer filing an application Securities Act RSA 2000, c S‑4 under section 213, other than a registrant An issuer transmitting a document pursuant to a blanket order Revoke or vary decisions – section 214 of the An issuer filing an application Securities Act RSA 2000, c S‑4 under section 214 Filing and confidentiality – section 221 of the An issuer filing an application Securities Act RSA 2000, c S‑4 under section 221 2331 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Column A Column B Alberta securities legislation pursuant Exceptions to Column A: to which documents must not be filed or Filers who must file or delivered through SEDAR+ deliver the document through SEDAR+ Alberta Securities Commission Rule 13‑501 An issuer filing any of the Fees following: • an application under section 3 • Form 13‑501F1 Class 1 Reporting Issuers and Class 3B Reporting Issuers – Participation Fee • Form 13‑501F2 Class 2 Reporting Issuers – Participation Fee • Form 13‑501F3 Adjustment of Fee Payment for Class 2 Reporting Issuer • Form 13‑501F4 Class 3A Reporting Issuers – Participation Fee • Form 13‑501F5 Investment Fund – Participation Fee • Form 13‑501F6 Subsidiary Exemption Notice Alberta Securities Commission Rule 91‑504 A person or company filing Strip Bonds an application for exemption under section 4.1, other than a person or company that is a registrant, or would be a registrant but for reliance on the rule Compensation fund or contingency trust fund – section 6 of Alberta Securities Commission N/A Rules (General) Trading in Securities and Derivatives Generally – Part 4 of Alberta Securities N/A Commission Rules (General) 2332 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Column A Column B Saskatchewan securities legislation Exceptions to Column A: pursuant to which documents must not be Filers who must file or filed or delivered through SEDAR+ deliver the document through SEDAR+ Designation – section 11.1 of The Securities An issuer filing an Act, 1988 SS 1988‑89, c S‑42.2 application for an order pursuant to section 11.1 Recognition of Entities (Part V) of The N/A Securities Act, 1988 SS 1988‑89, c S‑42.2 Designation of Entities (Part V.1) of The N/A Securities Act, 1988 SS 1988‑89, c S‑42.2 Voluntary surrender of registration – section 29 of The Securities Act, 1988 N/A SS 1988‑89, c S‑42.2 Trading in Securities and Derivatives (Part IX) N/A of The Securities Act, 1988 SS 1988‑89, c S‑42.2 Saskatchewan General Ruling/Order 91‑906 A person or company other Strip Bonds than a registrant filing an application pursuant to Saskatchewan General Ruling/ Order 91‑906 Strip Bonds Order relieving reporting issuer of status as An issuer filing an reporting issuer, section 92 of The Securities application for an order Act, 1988 SS 1988‑89, c S‑42.2 pursuant to section 92 Applications to the Commission – section 101 N/A of The Securities Act, 1988 SS 1988‑89, c S‑42.2 Part XVIII‑Enforcement – section 135.6 of The Securities Act, 1988 SS 1988‑89, c S‑42.2 N/A Financial compensation Order re exemption or declaration – section 83 An issuer filing an application of The Securities Act, 1988 SS 1988‑89, c S‑42.2 pursuant to section 83 Filing in other Jurisdictions – section 130 of An issuer filing an application The Securities Act, 1988 SS 1988‑89, c S‑42.2 pursuant to section 130 Filing and Inspection of material – section 152(1) An issuer filing an application of The Securities Act, 1988 SS 1988‑89, c S‑42.2 pursuant to section 152 Revoke or vary decisions – section 158(3) of An issuer filing an application The Securities Act, 1988 SS 1988‑89, c S‑42.2 pursuant to section 158(3) General Exemption – section 160 of The An issuer filing an application Securities Act, 1988 SS 1988‑89, c S‑42.2 pursuant to section 160 2333 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Column A Column B Manitoba securities legislation pursuant Exceptions to Column A: to which documents must not be filed or Filers who must file or delivered through SEDAR+ deliver the document through SEDAR+ Exemption by commission – section 20 of the An issuer filing an application Securities Act C.C.S.M. c.S50 under section 20 Blanket Order – section 20 of the Securities A person or company required Act C.C.S.M. c.S50 or permitted to file or deliver a document through SEDAR pursuant to the blanket order. An issuer required or permitted to file or deliver a document pursuant to the blanket order. Self‑regulatory organizations (Part IV.1) – sections 31.1, 31.3 and 31.4 of the Securities N/A Act C.C.S.M. c.S50 Trade repositories and clearing agencies (Part IV.2) – sections 31.6, 31.11 and 31.12 of N/A the Securities Act C.C.S.M. c.S50 Trading in derivatives (Part VIII.1) – N/A section 79.1 of the Securities Act C.C.S.M. c.S50 Designating a person or company as an insider – A person or company filing section 108.1 of the Securities Act C.C.S.M. c.S50 an application for an order that an issuer or class of issuers is, or is not, a mutual fund or a non‑redeemable investment fund Exemption and extension orders section 116 of An issuer filing an application the Securities Act C.C.S.M. c.S50 under section 116 Audit oversight bodies (Part XX) – sections 204 N/A and 206 of the Securities Act C.C.S.M. c.S50 Column A Column B Ontario securities legislation pursuant Exceptions to Column A: to which documents must not be filed or Filers who must file or delivered through SEDAR+ deliver the document through SEDAR+ Relieving orders – subsection 1(10) of the An issuer filing an Securities Act, RSO 1990, c S.5 application for an order under subsection 1(10) Designation – subsection 1(11) of the Securities An issuer filing an Act, RSO 1990, c S.5 application for an order under subsection 1(11) 2334 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Column A Column B Ontario securities legislation pursuant Exceptions to Column A: to which documents must not be filed or Filers who must file or delivered through SEDAR+ deliver the document through SEDAR+ Exchanges, alternative trading systems, self‑ regulatory organizations, clearing agencies, quotation and trade reporting systems, N/A information processors – Part VIII of the Securities Act, RSO 1990, c S.5 Credit rating organizations – Part IX of the N/A Securities Act, RSO 1990, c S.5 Benchmarks – Part X of the Securities Act, N/A RSO 1990, c S.5 Registration – Part XI of the Securities Act, N/A RSO 1990, c S.5 Disclosure of trade information to the Commission – subsection 36(2) of the Securities N/A Act, RSO 1990, c S.5 Exemption order – subsection 74(1) of the A person or company filing an Securities Act, RSO 1990, c S.5 application for relief from the prospectus requirement An issuer required or permitted to file or deliver a document pursuant to an exemption order Insider reporting – section 107 of the Securities N/A Act, RSO 1990, c S.5 Report of transfer by insider – section 109 of N/A the Securities Act, RSO 1990, c S.5 Filing in other jurisdictions – section 121 of the An issuer filing an application Securities Act, RSO 1990, c S.5 under section 121 Filing and inspection of material – section 140 An issuer filing an application of the Securities Act, RSO 1990, c S.5 under section 140 Class order exemption – subsection 143.11(2) of A person or company required the Securities Act, RSO 1990, c S.5 or permitted to file or deliver a document through SEDAR pursuant to a class order An issuer required or permitted to file or deliver a document pursuant to a class order Revocation or variation of decision – section An issuer filing an application 144 of the Securities Act, RSO 1990, c S.5 under section 144 Exemption – section 147 of the Securities Act, An issuer filing an application RSO 1990, c S.5 under section 147 2335 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Column A Column B Ontario securities legislation pursuant Exceptions to Column A: to which documents must not be filed or Filers who must file or delivered through SEDAR+ deliver the document through SEDAR+ OSC Rule 11‑501 Electronic Delivery of Documents to the Ontario Securities N/A Commission OSC Rule 13‑502 Fees An issuer filing any of the following: • Form 13‑502F1 Class 1 and Class 3B Reporting Issuers – Participation Fee • Form 13‑502F2 Class 2 Reporting Issuers – Participation Fee • Form 13‑502F2A Adjustment of Fee for Class 2 Reporting Issuers • Form 13‑502F3A Class 3A Reporting Issuers – Participation Fee • Form 13‑502F6 Subsidiary Exemption Notice • an application under section 8.1 OSC Rule 31‑505 Conditions of Registration N/A OSC Rule 32‑501 Direct Purchase Plans N/A OSC Rule 32‑505 Conditional Exemption from Registration for United States Broker‑Dealers N/A and Advisers Servicing U.S. Clients from Ontario OSC Rule 35‑502 Non‑Resident Advisers An issuer filing an application under OSC Rule 35‑502 OSC Rule 91‑501 Strip Bonds A person or company other than a registrant filing an application under OSC Rule 91‑501 OSC Rule 91‑502 Trades in Recognized N/A Options OSC Rule 91‑507 Trade Repositories and N/A Derivatives Data Reporting 2336 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Column A Column B Québec securities legislation pursuant Exceptions to Column A: to which documents must not be filed or Filers who must file or delivered through SEDAR+ deliver the document through SEDAR+ Insider reports – sections 89 to 98 of the N/A Securities Act, CQLR, c. V‑1.1 Surrender of registration – section 153 of the N/A Securities Act, CQLR, c. V‑1.1 Self‑Regulatory Organizations, Securities Exchange or Clearing Activities, Credit rating Organization, Benchmarks and Benchmark N/A Administrators – sections 169 to 186.6 of the Securities Act, CQLR, c. V‑1.1 Exemption order by the Autorité des marchés An issuer filing an application financiers – section 263 of the Securities Act, for an exemption CQLR, c. V‑1.1 A person filing an application for an exemption from the prospectus requirement An issuer required or permitted to file or deliver a document pursuant to an exemption order Blanket order by Autorité des marchés An issuer required or financiers – section 263 of the Securities Act, permitted to file or deliver CQLR, c. V‑1.1 a document pursuant to a blanket order Designation – section 272.2 of the Securities A person filing an application Act, CQLR, c. V‑1.1 to be designated a non‑ redeemable investment fund, a mutual fund or a reporting issuer An issuer required or permitted to file or deliver a document pursuant to a designation order Derivatives Act, CQLR, c. I‑14.01 N/A An Act Respecting the Regulation of the N/A Financial Sector, CQLR, c. A‑33.2 2337 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Column A Column B New Brunswick securities legislation Exceptions to Column A: pursuant to which documents must not be Filers who must file or filed or delivered through SEDAR+ deliver the document through SEDAR+ Designations – section 1.1(1) of the Securities An issuer filing an Act SNB 2004, c S‑5.5. application for an order under section 1.1(1) An issuer required or permitted to file or deliver a document pursuant to a designation order Self‑Regulated Organizations and other N/A regulated entities – sections 35‑39 of the Securities Act SNB 2004, c S‑5.5. Exemption orders – section 44.02(1) of the N/A Securities Act SNB 2004, c S‑5.5. Further information – section 50 of the N/A Securities Act SNB 2004, c S‑5.5. Surrender of registration – section 51(1) of the N/A Securities Act SNB 2004, c S‑5.5. Exemption order – section 55(1) of the A person filing an application Securities Act SNB 2004, c S‑5.5. that also includes relief from the prospectus requirement Derivatives – section 70.5(1) of the Securities N/A Act SNB 2004, c S‑5.5. Prospectus and distribution – section 80(1) of A person required or permitted the Securities Act SNB 2004, c S‑5.5. to file or deliver a document through SEDAR pursuant to an exemption order An issuer required or permitted to file or deliver a document pursuant to an exemption order. Continuous Disclosure – section 92(1) of the An issuer filing an application Securities Act SNB 2004, c S‑5.5. under section 92 for an exemption from the insider reporting requirement An issuer required or permitted to file or deliver a document pursuant to an exemption order 2338 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Column A Column B New Brunswick securities legislation Exceptions to Column A: pursuant to which documents must not be Filers who must file or filed or delivered through SEDAR+ deliver the document through SEDAR+ Insider trading and self‑dealing – section 148(1) A person required or permitted of the Securities Act SNB 2004, c S‑5.5. to file or deliver a document through SEDAR pursuant to an exemption order An issuer required or permitted to file or deliver a document pursuant to an exemption order Filing and inspection of material – section 198 An issuer filing an application of the Securities Act SNB 2004, c S‑5.5. under section 198 Powers to revoke or vary decision – section 205.1(1) An issuer filing an application of the Securities Act SNB 2004, c S‑5.5 under section 205.1(1) An issuer required or permitted to file or deliver a document pursuant to an order General – Exemption order – section 208(1) of An issuer filing an application the Securities Act SNB 2004, c S‑5.5. under section 208(1) An issuer required or permitted to file or deliver a document pursuant to an order Column A Column B Nova Scotia securities legislation Exceptions to Column pursuant to which documents must not be A: Filers who must file filed or delivered through SEDAR+ or deliver the document through SEDAR+ Recognition of self‑regulatory organizations – section 30 of the Securities Act, RSNS 1989, N/A c. 418, as amended Designation – section 30 A of the Securities Act, A person or company filing RSNS 1989, c. 418, as amended an application under section 30 A to be designated a mutual fund, non‑redeemable investment fund or reporting issuer Designation of credit rating agencies – sections 30 EA and 30 F of the Securities Act, N/A RSNS 1989, c. 418, as amended 2339 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Column A Column B Nova Scotia securities legislation Exceptions to Column pursuant to which documents must not be A: Filers who must file filed or delivered through SEDAR+ or deliver the document through SEDAR+ Recognition of exchanges, quotation and trade reporting systems, clearing agencies, derivatives trading facilities, and derivative N/A trade repositories – section 30 I of the Securities Act, RSNS 1989, c. 418, as amended Designation of benchmarks and benchmark administrators – sections 30 N and 30 O of the N/A Securities Act, RSNS 1989, c. 418, as amended Voluntary surrender or suspension of registration – section 33 of the Securities Act, N/A RSNS 1989, c. 418, as amended Discretionary exemptions – section 79 of the A person or company filing an Securities Act, RSNS 1989, c. 418, as amended application for relief from the prospectus requirement Commission orders – section 98 of the An issuer filing an application Securities Act, RSNS 1989, c. 418, as amended under section 98 Relieving orders – section 121 of the Securities An issuer filing an application Act, RSNS 1989, c. 418, as amended under section 121 Exemption Order – section 128 of the Securities An issuer filing an application Act, RSNS 1989, c.418, as amended under section 128 Filing and confidentiality – subsection 148(2) An issuer filing an application of the Securities Act, RSNS 1989, c. 418, as under subsection 148(2) amended Revocation or variation of a decision – section 151 An issuer filing an application of the Securities Act, RSNS 1989, c.418, as under section 151 amended Discretionary exemptions – section 151A of the An issuer filing an application Securities Act, RSNS 1989, c. 418, as amended under section 151A Blanket order – section 151A of the Securities A person or company required Act, RSNS 1989, c.418, as amended or permitted to file or deliver a document through SEDAR pursuant to the blanket order. An issuer required or permitted to file or deliver a document pursuant to the blanket order. 2340 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Column A Column B Prince Edward Island securities Exceptions to Column A: legislation pursuant to which documents Filers who must file or must not be filed or delivered through deliver the document SEDAR+ through SEDAR+ Recognition orders – sections 72 and 73 of the N/A Securities Act Chapter S‑3.1 Designation orders – sections 6 and 71 of the N/A Securities Act Chapter S‑3.1 Authorization orders – section 76 of the N/A Securities Act Chapter S‑3.1 Exemption orders – section 16 of the Securities N/A Act Chapter S‑3.1 Superintendent orders – subsection 15(1) of the N/A Securities Act Chapter S‑3.1 Insider filings – subsection 104(2) and section 105 N/A of the Securitieas Act Chapter S‑3.1 Exchanges and quotation and trade reporting systems – section 70 of the Securities Act N/A Chapter S‑3.1 Column A Column B Newfoundland and Labrador securities Exceptions to Column legislation pursuant to which documents A: Filers who must file must not be filed or delivered through or deliver the document SEDAR+ through SEDAR+ Trading in Securities Generally – Part XII of N/A the Securities Act RSNL 1990, c S‑13 Exemptions from Registration Requirements – A person or company filing an Part XI of the Securities Act RSNL 1990, c S‑13 application for relief from the prospectus requirement Exemption – section 142.1 of the Securities Act An issuer filing an application RSNL 1990, c S‑13 under section 142.1 Surrender of registration – section 28 of the N/A Securities Act RSNL 1990, c S‑13 Self‑regulation – Part VIII of the Securities Act N/A RSNL 1990, c S‑13 Investigations and Examinations – Part VI of N/A the Securities Act RSNL 1990, c S‑13 Applications to superintendent – section 93 of An issuer filing an application the Securities Act RSNL 1990, c S‑13 under section 93 Further information – section 32 of the N/A Securities Act RSNL 1990, c S‑13 Filing and inspection of material – section 140 An issuer filing an application of the Securities Act RSNL 1990, c S‑13 under section 140 2341 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Column A Column B Yukon securities legislation pursuant Exceptions to Column to which documents must not be filed or A: Filers who must file delivered through SEDAR+ or deliver the document through SEDAR+ Recognition orders – sections 72 and 73 of the N/A Securities Act S.Y. 2007, c.16 Designation orders – sections 6 and 71 of the N/A Securities Act S.Y. 2007, c.16 Authorization orders – section 76 of the N/A Securities Act S.Y. 2007, c.16 Exemption orders – section 16 of the Securities N/A Act S.Y. 2007, c.16 Superintendent orders – subsection 15(1) of the N/A Securities Act S.Y. 2007, c.16 Designation of credit rating organizations – N/A section 83.1 of the Securities Act S.Y. 2007, c.16 Insider filings – subsection 104(2) and section N/A 105 of the Securities Act S.Y. 2007, c.16 Exchanges and quotation and trade reporting systems – section 70 of the Securities N/A Act S.Y. 2007, c.16 Column A Column B Nunavut securities legislation pursuant Exceptions to Column A: to which documents must not be filed or Filers who must file or delivered through SEDAR+ deliver the document through SEDAR+ Recognition orders – sections 72 and 73 of the N/A Securities Act, SNu 2008, c 12 Designation orders – sections 6 and 71 of the N/A Securities Act, SNu 2008, c 12 Authorization orders – section 76 of the N/A Securities Act, SNu 2008, c 12 Exemption orders – section 16 of the Securities N/A Act, SNu 2008, c 12 Superintendent orders – subsection 15(1) of the N/A Securities Act, SNu 2008, c 12 Designation of credit rating organizations – N/A section 83.1 of the Securities Act, SNu 2008, c 12 Insider filings – subsection 104(2) and section 105 N/A of the Securities Act, SNu 2008, c 12 2342 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Column A Column B Northwest Territories securities Exceptions to Column A: legislation pursuant to which documents Filers who must file or must not be filed or delivered through deliver the document SEDAR+ through SEDAR+ Recognition orders – sections 72 and 73 of the N/A Securities Act, SNWT 2008, c. 10 Designation orders – sections 6 and 71 of the N/A Securities Act, SNWT 2008, c. 10 Authorization orders – section 76 of the N/A Securities Act, SNWT 2008, c. 10 Exemption orders – section 16 of the Securities N/A Act, SNWT 2008, c. 10 Superintendent orders – subsection 15(1) of N/A the Securities Act, SNWT 2008, c. 10 Designation of credit rating organizations – N/A section 83.1 of the Securities Act, SNWT 2008, c. 10 Insider filings – subsection 104(2) and section N/A 105 of the Securities Act, SNWT 2008, c. 10 Exchanges and quotation and trade reporting systems – section 70 of the Securities Act, N/A SNWT 2008, c. 10 30 Jne 2023 SR 47/2023 s24. 2343 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART LXIX [Clause 2(qqq)] MULTILATERAL INSTRUMENT 93‑101 DERIVATIVES: BUSINESS CONDUCT PART 1 DEFINITIONS AND INTERPRETATION Definitions and interpretation 1.(1) In this Instrument “CIRO” means the Canadian Investment Regulatory Organization; “collateral” means cash, securities or other property that is (a) received or held by a derivatives firm from, for or on behalf of a derivatives party, and (b) intended to or does margin, guarantee, secure, settle or adjust one or more derivatives between the derivatives firm and the derivatives party; “commercial hedger” means a person or company that carries on a business and that transacts a derivative to hedge a risk in respect of the business, related to any of the following: (a) an asset that the person or company owns, produces, manufactures, processes, or merchandises or, at the time of the execution of the transaction, reasonably anticipates owning, producing, manufacturing, processing, or merchandising; (b) a liability that the person or company incurs or, at the time the transaction occurs, reasonably anticipates incurring; (c) a service that the person or company provides, purchases, or, at the time the transaction occurs, reasonably anticipates providing or purchasing; “commodity derivative” means a derivative for which the only underlying interest is a commodity other than a currency; “derivatives adviser” means any of the following: (a) except in Québec, a person or company engaging in or holding himself, herself or itself out as engaging in the business of advising others in respect of derivatives; (b) in Québec, an adviser as that term is defined in the Derivatives Act (Québec); (c) any other person or company required to be registered as a derivatives adviser under securities legislation; “derivatives dealer” means any of the following: (a) except in Québec, a person or company engaging in or holding himself, herself or itself out as engaging in the business of trading in derivatives as principal or agent; 2344 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) in Québec, a dealer as that term is defined in the Derivatives Act (Québec); (c) any other person or company required to be registered as a derivatives dealer under securities legislation; “derivatives firm” means a derivatives dealer or a derivatives adviser, as applicable; “derivatives party” means, (a) in relation to a derivatives dealer, any of the following: (i) a person or company for which the derivatives dealer acts or proposes to act as an agent in relation to a transaction; (ii) a person or company that is, or is proposed to be, a party to a derivative for which the derivatives dealer is the counterparty, and (b) in relation to a derivatives adviser, a person or company to which the adviser provides or proposes to provide advice in relation to a derivative; “derivatives party assets” means any asset, including, for greater certainty, collateral, received or held by a derivatives firm from, for or on behalf of a derivatives party; “derivatives position” means the economic interest of a counterparty in an outstanding derivative; “derivatives sub‑adviser” means an adviser to any of the following: (a) a derivatives adviser; (b) a person or company that is registered as an adviser under securities legislation of a jurisdiction of Canada, or a person or company registered under commodity futures legislation in Manitoba or Ontario; (c) a registered dealer member or a derivatives dealer that is, in each case, a dealer member of CIRO acting as an adviser in accordance with the applicable rules of CIRO; “eligible commercial hedger” means a person or company that, (a) is described in paragraph (n) of the definition of “eligible derivatives party”, and (b) is not described in any other paragraph of that definition; “eligible derivatives party” means, for a derivatives party of a derivatives firm, any of the following: (a) a Canadian financial institution; (b) the Business Development Bank of Canada continued under the Business Development Bank of Canada Act (Canada); (c) a subsidiary of a person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary; 2345 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) a person or company registered under the securities legislation of a jurisdiction of Canada as any of the following: (i) a derivatives dealer; (ii) a derivatives adviser; (iii) an adviser; (iv) an investment dealer; (e) a pension fund that is regulated by the federal Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly‑owned subsidiary of the pension fund; (f) an entity organized under the laws of a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (e); (g) the Government of Canada or the government of a jurisdiction of Canada, or any crown corporation, agency or wholly‑owned entity of the Government of Canada or the government of a jurisdiction of Canada; (h) a government of a foreign jurisdiction or any agency of that government; (i) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec; (j) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be; (k) a person or company that is acting on behalf of a managed account if the person or company is registered or authorized to carry on business as either of the following: (i) an adviser or a derivatives adviser in a jurisdiction of Canada; (ii) the equivalent of an adviser or a derivatives adviser under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; (l) an investment fund if either of the following apply: (i) the investment fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada; (ii) the investment fund is advised by an adviser registered or exempted from registration under securities legislation or under commodity futures legislation of a jurisdiction of Canada; (m) a person or company, other than an individual, that has net assets of at least $25,000,000 as shown on its most recently prepared financial statements; 2346 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (n) a person or company that has represented to the derivatives firm, in writing, that it is a commercial hedger in relation to the derivatives that it transacts with the derivatives firm; (o) an individual that beneficially owns financial assets, as defined in section 1.1 of National Instrument 45‑106 Prospectus Exemptions, that have an aggregate realizable value before tax but net of any related liabilities of at least $5,000,000; (p) a person or company, other than an individual, that has represented to the derivatives firm, in writing, that its obligations under derivatives that it transacts with the derivatives firm are fully guaranteed or otherwise fully supported, under a written agreement, by one or more derivatives parties referred to in this definition, other than a derivatives party referred to in paragraph (n) or (o); (q) a qualifying clearing agency; “institutional foreign exchange market” means the global foreign exchange market comprised of persons or companies that are active in foreign exchange markets as part of their business and transact in foreign exchange contracts or instruments, including, for greater certainty, short‑term foreign exchange contracts or instruments; “investment dealer” means a person or company registered as an investment dealer under the securities legislation of a jurisdiction of Canada; “managed account” means an account of a derivatives party for which another person or company makes the trading decisions if the other person or company has discretion to transact derivatives for the account without requiring the derivatives party’s express consent to the transaction; “non‑eligible derivatives party” means a derivatives party that is not an eligible derivatives party; “permitted depository” means a person or company that is any of the following: (a) a Canadian financial institution; (b) qualifying clearing agency; (c) the Bank of Canada or the central bank of a permitted jurisdiction; (d) a person recognized or exempted from recognition as a central securities depository under the Securities Act (Québec); (e) a person or company (i) whose head office or principal place of business is in a permitted jurisdiction, (ii) that is a banking institution or trust company of a permitted jurisdiction, and (iii) that has shareholders’ equity, as reported in its most recent audited financial statements, of not less than $100,000,000; (f) with respect to derivatives party assets that it receives from a derivatives party, a derivatives dealer; 2347 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “permitted jurisdiction” means a foreign jurisdiction that is any of the following: (a) a country where the head office or principal place of business of an authorized foreign bank named in Schedule III of the Bank Act (Canada) is located, and a political subdivision of that country; (b) if a derivatives party has provided express written consent to the derivatives dealer entering into a derivative in a foreign currency, the country of origin of the foreign currency used to denominate the rights and obligations under the derivative entered into by, for or on behalf of the derivatives party, and a political subdivision of that country; “qualifying clearing agency” means a person or company if any of the following apply: (a) it is recognized or exempted from recognition as a clearing agency or a clearing house, as applicable, in a jurisdiction of Canada; (b) it is subject to regulation in a foreign jurisdiction that is consistent with the Principles for financial market infrastructures applicable to central counterparties, as amended from time to time, and published by the Bank for International Settlements’ Committee on Payments and Market Infrastructures and the International Organization of Securities Commissions; “referral arrangement” means any arrangement in which a derivatives firm agrees to pay or receive a referral fee; “referral fee” means any compensation, whether made directly or indirectly, provided for the referral of a derivatives party to or from a derivatives firm; “registered derivatives firm” means a derivatives dealer or a derivatives adviser that is registered under the securities legislation of a jurisdiction of Canada as a derivatives dealer or a derivatives adviser; “registered firm” means a registered derivatives firm or a registered securities firm; “registered securities firm” means a person or company that is registered as a dealer, an adviser or an investment fund manager in a category of registration specified in National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; “segregate” means to separately hold or separately account for a derivatives party’s positions related to derivatives or derivatives party assets; “short‑term foreign exchange contract or instrument” means a contract or instrument referred to in the following: (a) in Manitoba, paragraph 2(1)(c) of Manitoba Securities Commission Rule 91‑506 Derivatives: Product Determination; (b) in Ontario, paragraph 2(1)(c) of Ontario Securities Commission Rule 91‑506 Derivatives: Product Determination; (c) in Québec, paragraph 2(c) of Regulation 91‑506 respecting Derivatives Determination; 2348 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) in all other jurisdictions of Canada, paragraph 2(1)(c) of Multilateral Instrument 91‑101 Derivatives: Product Determination; “transaction” means either of the following: (a) entering into a derivative or making a material amendment to, terminating, assigning, selling, or otherwise acquiring or disposing of, a derivative; (b) the novation of a derivative, other than a novation with a qualifying clearing agency; “valuation” means the value of a derivative as at a certain date determined in accordance with applicable accounting standards for fair value measurement using a methodology that is consistent with derivatives industry standards. (2) In this Instrument, “adviser” includes (a) in Manitoba, an “adviser” as defined in The Commodity Futures Act (Manitoba), (b) in Ontario, an “adviser” as defined in the Commodity Futures Act (Ontario), and (c) in Québec, an “adviser” as defined in the Securities Act (Québec). (3) In this Instrument, a person or company is an affiliated entity of another person or company if one of them controls the other or each of them is controlled by the same person or company. (4) In this Instrument, a person or company (the first party) is considered to control another person or company (the second party) if any of the following apply: (a) the first party beneficially owns or directly or indirectly exercises control or direction over securities of the second party carrying votes which, if exercised, would entitle the first party to elect a majority of the directors of the second party unless the first party holds the voting securities only to secure an obligation; (b) the second party is a partnership, other than a limited partnership, and the first party holds more than 50% of the interests of the partnership; (c) all of the following apply: (i) the second party is a limited partnership; (ii) the first party is a general partner of the limited partnership referred to in subparagraph (i); (iii) the first party has the power to direct the management and policies of the second party by virtue of being a general partner of the second party; (d) all of the following apply: (i) the second party is a trust; (ii) the first party is a trustee of the trust referred to in subparagraph (i); (iii) the first party has the power to direct the management and policies of the second party by virtue of being a trustee of the second party. 2349 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (5) In this Instrument, a person or company is a subsidiary of another person or company if at least one of the following applies: (a) the person or company is controlled by (i) the other person or company, (ii) the other person or company and one or more persons or companies each of which is controlled by that person or company, or (iii) 2 or more persons or companies each of which is controlled by the other person or company; (b) the person or company is a subsidiary of a person or company that is that other person or company’s subsidiary. (6) For the purpose of this Instrument, a person or company referred to in paragraph (k) of the definition of “eligible derivatives party” is deemed to be transacting as principal when it is acting as an agent or trustee for a managed account. (7) In this Instrument, in Alberta, New Brunswick, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan and Yukon, “derivative” means a “specified derivative” as defined in Multilateral Instrument 91‑101 Derivatives: Product Determination. PART 2 APPLICATION AND EXEMPTION Application to derivatives firms and individuals acting on their behalf 2. For greater certainty, this Instrument applies to a derivatives firm and an individual acting on behalf of the derivatives firm whether or not they are registered. Application to certain derivatives 3. This Instrument applies to, (a) in Manitoba, (i) a derivative other than a contract or instrument that, for any purpose, is prescribed by any of sections 2, 4 and 5 of Manitoba Securities Commission Rule 91‑506 Derivatives: Product Determination not to be a derivative, and (ii) a derivative that is otherwise a security and that, for any purpose, is prescribed by section 3 of Manitoba Securities Commission Rule 91‑506 Derivatives: Product Determination not to be a security, (b) in Ontario, (i) a derivative other than a contract or instrument that, for any purpose, is prescribed by any of sections 2, 4 and 5 of Ontario Securities Commission Rule 91‑506 Derivatives: Product Determination not to be a derivative, and (ii) a derivative that is otherwise a security and that, for any purpose, is prescribed by section 3 of Ontario Securities Commission Rule 91‑506 Derivatives: Product Determination not to be a security, (c) in Québec, a derivative specified in section 1.2 of Regulation 91‑506 respecting Derivatives Determination, other than a contract or instrument specified in section 2 of that regulation, and 2350 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) in Alberta, New Brunswick, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Saskatchewan and Yukon, a “specified derivative” as defined in Multilateral Instrument 91‑101 Derivatives: Product Determination. Application – short‑term foreign exchange contract or instrument 4.(1) Despite section 3, this Instrument applies to a derivative that is a short‑term foreign exchange contract or instrument in the institutional foreign exchange market transacted by a derivatives dealer with a derivatives party if all of the following apply: (a) the derivatives dealer is a Canadian financial institution; (b) the derivatives dealer has had, at any time after the date on which this Instrument comes into force, a month‑end gross notional amount under all outstanding derivatives that exceed $500,000,000,000. (2) In respect of a short‑term foreign exchange contract or instrument to which subsection (1) applies, this Instrument does not apply other than the following provisions: (a) section 9 [Fair dealing]; (b) section 10 [Conflicts of interest]; (c) section 12 [Handling complaints]; (d) Division 1 [Compliance] of Part 5 [Compliance and recordkeeping]. Non‑application – affiliated entities 5. This Instrument does not apply to a person or company in respect of dealing with or advising an affiliated entity of the person or company unless the affiliated entity is an investment fund. Non‑application – qualifying clearing agencies 6. This Instrument does not apply to a qualifying clearing agency. Non‑application – governments, central banks and international organizations 7. This Instrument does not apply to any of the following: (a) the Government of Canada, the government of a jurisdiction of Canada or the government of a foreign jurisdiction; (b) the Bank of Canada or a central bank of a foreign jurisdiction; (c) the Bank for International Settlements; (d) the International Monetary Fund. Exemptions from certain requirements in this Instrument when dealing with or advising an eligible derivatives party 8.(1) Subject to subsection (3), a derivatives firm is exempt from this Instrument, in relation to a transaction with a derivatives party if the derivatives party (a) is an eligible derivatives party, and (b) is not an individual or an eligible commercial hedger. (2) Subject to subsection (3), a derivatives firm is exempt from this Instrument, in relation to a transaction with a derivatives party, (a) if the derivatives party, (i) is an eligible derivatives party, 2351 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (ii) is an individual or an eligible commercial hedger, and (iii) has provided the derivatives firm with a written statement that it “waives protections provided in Multilateral Instrument 93‑101” and specifies which protections that statement applies to, and (b) if, in the case of a derivatives party that is an individual and is an eligible commercial hedger, the derivatives firm has identified and documented the nature of the derivatives party’s business and the related commercial risks that the derivatives party is hedging. (3) The exemptions in subsections (1) and (2) do not apply in respect of the following: (a) Division 1 [General obligations towards all derivatives parties] of Part 3 [Dealing with or advising derivatives parties]; (b) sections 24 [Interaction with other Instruments] and 25 [Segregating derivatives party assets]; (c) subsection 28(1) [Content and delivery of transaction information]; (d) Part 5 [Compliance and recordkeeping]. Part 6 [Exemptions] of this Instrument provides exemptions from the requirements of this Instrument to persons or companies, subject to certain terms and conditions: • Foreign liquidity providers – transactions with derivatives dealers (s. 37) • Certain derivatives end‑users (s. 38) • Foreign derivatives dealers (s. 39) • Investment dealers (s. 41) • Canadian financial institutions (s. 42) • Derivatives transacted on a derivatives trading facility where the identity of the derivatives party is unknown (s. 43) • Certain notional amounts of certain commodity derivatives and other derivatives activity (s.44) • Advising generally (s. 45) • Foreign derivatives advisers (s. 46) • Foreign derivatives sub‑advisers (s. 47) • Registered advisers under securities or commodity futures legislation (s. 48) The text boxes in this Instrument do not form part of this Instrument and have no official status. PART 3 DEALING WITH OR ADVISING DERIVATIVES PARTIES DIVISION 1 – GENERAL OBLIGATIONS TOWARDS ALL DERIVATIVES DIVISION 1 – PARTIES Fair dealing 9.(1) A derivatives firm must act fairly, honestly and in good faith with a derivatives party. (2) An individual acting on behalf of a derivatives firm must act fairly, honestly and in good faith with a derivatives party. 2352 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Conflicts of interest 10.(1) A derivatives firm must establish, maintain and apply reasonable policies and procedures to identify all material conflicts of interest, and material conflicts of interest that the derivatives firm in its reasonable opinion would expect to arise, between the derivatives firm, including each individual acting on behalf of the derivatives firm, and a derivatives party. (2) A derivatives firm must respond to a conflict of interest identified under subsection (1). (3) If a reasonable derivatives party would expect to be informed of a conflict of interest identified under subsection (1), the derivatives firm must disclose, in a timely manner, the nature and extent of the conflict of interest to the derivatives party whose interest conflicts with the interest identified. Know your derivatives party 11.(1) For the purpose of paragraph (2)(c) in Ontario, “insider” has the same meaning as in the Securities Act except that “reporting issuer”, as it appears in the definition of “insider”, is to be read as “reporting issuer or any other issuer whose securities are publicly traded”. (2) A derivatives firm must establish, maintain and apply reasonable policies and procedures to ensure that the derivatives firm (a) obtains the facts necessary to comply with applicable legislation relating to the verification of a derivatives party’s identity, (b) establishes the identity of a derivatives party and, if the derivatives firm has cause for concern, makes reasonable inquiries as to the reputation of the derivatives party, (c) if transacting with, for or on behalf of, or advising a derivatives party in respect of a derivative that has one or more securities as an underlying interest, establishes whether either of the following applies: (i) the derivatives party is an insider of a reporting issuer or any other issuer whose securities are publicly traded; (ii) the derivatives party would reasonably be expected to have access to material non‑public information relating to any interest underlying the derivative; (d) establishes the creditworthiness of a derivatives party if the derivatives firm, as a result of its relationship with the derivatives party, will have any credit risk in relation to that derivatives party. (3) For the purpose of establishing the identity of a derivatives party that is a corporation, partnership or trust, a derivatives firm must establish the following: (a) the nature of the derivatives party’s business; (b) the identity of any individual if either of the following applies: (i) in the case of a corporation, is a beneficial owner of, or exercises direct or indirect control or direction over, more than 25% of the voting rights attached to the outstanding voting securities of the corporation; (ii) in the case of a partnership or trust, exercises control over the affairs of the partnership or trust. 2353 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (4) A derivatives firm must take reasonable steps to keep current the information required under this section. (5) This section does not apply if the derivatives party is a registered firm or a Canadian financial institution. Handling complaints 12.(1) In Québec, a derivatives firm is deemed to comply with this section if it complies with sections 74 to 76 of the Derivatives Act (Québec).

(2) A derivatives firm must document and, in a manner that a reasonable person would consider fair and effective, promptly respond to each complaint made to the derivatives firm about any product or service offered by the derivatives firm or an individual acting on behalf of the derivatives firm. Tied selling 13. A derivatives firm, or an individual acting on behalf of the derivatives firm, must not impose undue pressure on or coerce a person or company to obtain a derivatives‑related product or service from a particular person or company, including, for greater certainty, the derivatives firm and any of its affiliated entities, as a condition of obtaining another product or service from the derivatives firm. DIVISION 2 – ADDITIONAL OBLIGATIONS WHEN DEALING WITH OR DIVISION 2 – ADVISING CERTAIN DERIVATIVES PARTIES The obligations in this Division 2 apply if a derivatives firm is dealing with (i) a non‑eligible derivatives party or (ii) an eligible derivatives party who is either an individual or eligible commercial hedger that has not waived these protections – see section 8. Derivatives‑party‑specific needs and objectives 14.(1) A derivatives firm must take reasonable steps to ensure that, before it makes a recommendation to or accepts an instruction from a derivatives party to transact in a derivative, or transacts in a derivative for a derivatives party’s managed account, it has sufficient information regarding all of the following to enable it to comply with section 15 [Suitability]: (a) the derivatives party’s needs and objectives with respect to its transacting in derivatives; (b) the derivatives party’s financial circumstances; (c) the derivatives party’s risk tolerance; (d) if applicable, the nature of the derivatives party’s business and the operational risks it wants to manage. (2) A derivatives firm must take reasonable steps to keep current the information required under this section. Suitability 15.(1) A derivatives firm, or an individual acting on behalf of a derivatives firm, must take reasonable steps to ensure, before it makes a recommendation to or accepts an instruction from a derivatives party to transact in a derivative, or transacts in a derivative for a derivatives party’s managed account, that the derivative and the transaction are suitable for the derivatives party. 2354 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) If a derivatives party instructs a derivatives firm, or an individual acting on behalf of a derivatives firm, to transact in a derivative and, in the derivatives firm’s reasonable opinion, following the instruction would result in a transaction or derivative that is not suitable for the derivatives party, the derivatives firm must inform the derivatives party in writing of the derivatives firm’s opinion and must not transact in the derivative unless the derivatives party, after being informed, instructs the derivatives firm to proceed with the transaction. Permitted referral arrangements 16. A derivatives firm, or an individual acting on behalf of a derivatives firm, must not participate in a referral arrangement in respect of a derivative with another person or company unless all of the following apply: (a) before a derivatives party is referred by or to the derivatives firm, the terms of the referral arrangement are set out in a written agreement between the derivatives firm and the person or company; (b) the derivatives firm records all referral fees; (c) the derivatives firm, or the individual acting on behalf of the derivatives firm, ensures that the information prescribed by subsection 18(1) [Disclosing referral arrangements to a derivatives party] is provided to the derivatives party in writing before the derivatives firm or the individual receiving the referral either opens an account for the derivatives party or provides services to the derivatives party. Verifying the qualifications of the person or company receiving the referral 17. A derivatives firm, or an individual acting on behalf of a derivatives firm, must not refer a derivatives party to another person or company unless the derivatives firm first takes reasonable steps to verify and conclude that the person or company has the appropriate qualifications to provide the services, and, if applicable, is registered to provide those services. Disclosing referral arrangements to a derivatives party 18.(1) The written disclosure of the referral arrangement required by paragraph 16(c) [Permitted referral arrangements] must include all of the following: (a) the name of each party to the referral arrangement referred to in paragraph 16(a) [Permitted referral arrangements]; (b) the purpose and material terms of the referral arrangement, including the nature of the services to be provided by each party; (c) any conflicts of interest resulting from the relationship between the parties to the referral arrangement and from any other element of the referral arrangement; (d) the method of calculating the referral fee and, to the extent possible, the amount of the fee; (e) the category of registration of, or exemption from registration relied upon by, each derivatives firm and individual acting on behalf of the derivatives firm that is a party to the referral arrangement with a description of the activities that the derivatives firm and individual is authorized to engage in under that category or exemption and, giving consideration to the nature of the referral, the activities that the derivatives firm or individual is not permitted to engage in; 2355 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (f) any other information that a reasonable derivatives party would consider important in evaluating the referral arrangement. (2) If there is a change to the information set out in subsection (1), the derivatives firm must ensure that written disclosure of that change is provided to each derivatives party affected by the change as soon as possible and no later than the 30th day before the date on which a referral fee is next paid or received. PART 4 DERIVATIVES PARTY ACCOUNTS DIVISION 1 – DISCLOSURE TO DERIVATIVES PARTIES The obligations in this Division 1 of Part 4 apply if a derivatives firm is dealing with (i) a non‑eligible derivatives party or (ii) an eligible derivatives party who is either an individual or eligible commercial hedger that has not waived these protections – see section 8. Relationship disclosure information 19.(1) Before transacting with, for or on behalf of, or advising, a derivatives party for the first time, a derivatives firm must deliver to the derivatives party all information that a reasonable person would consider important about the derivatives party’s relationship with the derivatives firm, and each individual acting on behalf of the derivatives firm, that is providing derivatives‑related services to the derivatives party. (2) Without limiting subsection (1), the information delivered to a derivatives party under that subsection must include all of the following: (a) a description of the nature or type of the derivatives party’s account; (b) a description of the conflicts of interest that the derivatives firm is required to disclose to a derivatives party under securities legislation; (c) disclosure of the fees or other charges the derivatives party might be required to pay related to the derivatives party’s account; (d) a general description of the types of transaction fees or other charges the derivatives party might be required to pay in relation to derivatives; (e) a general description of any compensation paid to the derivatives firm by any other party in relation to the different types of derivatives that a derivatives party may transact in through the derivatives firm; (f) a description of the content and frequency of reporting for each account or portfolio of a derivatives party; (g) disclosure of the derivatives firm’s obligations if a derivatives party has a complaint contemplated under section 12 [Handling complaints]; (h) a statement that the derivatives firm has an obligation to assess whether a derivative is suitable for a derivatives party prior to executing a transaction or at any other time or a statement identifying the exemption the derivatives firm is relying on in respect of this obligation; (i) the information a derivatives firm must collect about the derivatives party under sections 11 [Know your derivatives party] and 14 [Derivatives-party-specific needs and objectives]; 2356 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (j) a general explanation of how performance benchmarks might be used to assess the performance of a derivatives party’s derivatives and any options for benchmark information that might be available to the derivatives party from the derivatives firm; (k) in the case of a derivatives firm that holds or has access to derivatives party assets, a general description of the manner in which the assets are held, used or are invested by the derivatives firm and a description of the risks and benefits to the counterparty arising from the derivatives firm holding or having access to use or invest the derivatives party assets in that manner. (3) A derivatives firm must deliver the information required under subsection (1) to the derivatives party in writing before the derivatives firm does either of the following: (a) first transacts in a derivative with, for or on behalf of the derivatives party; (b) first advises the derivatives party in respect of a derivative. (4) If there is a significant change in respect of the information delivered to a derivatives party under subsection (1) or (2), the derivatives firm must take reasonable steps to notify the derivatives party of the change in a timely manner and, if possible, before the derivatives firm next does either of the following: (a) transacts in a derivative with, for or on behalf of the derivatives party; (b) advises the derivatives party in respect of a derivative. (5) A derivatives firm must not impose any new fee or other charge in respect of an account of a derivatives party, or increase the amount of any fee or other charge in respect of an account of a derivatives party, unless written notice of the new or increased fee or charge is provided to the derivatives party at least 60 days before the date on which the imposition or increase becomes effective. (6) Subsections (1) to (4) do not apply to a derivatives dealer in respect of a derivatives party for whom the derivatives dealer transacts in a derivative only as directed by a derivatives adviser acting for the derivatives party. (7) A derivatives dealer referred to in subsection (6) must deliver the information referred to in paragraphs (2)(a) to (g) to the derivatives party in writing before the derivatives dealer first transacts in a derivative for the derivatives party. Pre‑transaction disclosure 20.(1) Before transacting in a type of derivative with, for or on behalf of a derivatives party for the first time, a derivatives dealer must deliver each of the following to the derivatives party: (a) a general description of the type of derivatives and services related to derivatives that the derivatives firm offers; (b) a document designed to reasonably enable the derivatives party to assess each of the following: (i) the types of risks that a derivatives party should consider when making a decision relating to types of derivatives that the derivatives dealer offers, including, for greater certainty, the material risks relating to the type of derivatives transacted and the derivatives party’s potential exposure under the type of derivatives; 2357 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (ii) the material characteristics of the type of derivative, including, for greater certainty, the material economic terms and the rights and obligations of the counterparties to the type of derivative; (c) the following statement, or a statement in writing that is substantially similar: “A characteristic of many derivatives is that you are only required to deposit funds that correspond to a portion of your total potential obligations when entering into the derivative. However, your profits or losses from the derivative are based on changes in the total value of the derivative. This means the leverage characteristic magnifies the profit or loss under a derivative, and losses can greatly exceed the amount of funds deposited. We may require you to deposit additional funds to cover your obligations under a derivative as the value of the derivative changes. If you fail to deposit these funds, we may close out your position without warning. You should understand all of your obligations under a derivative, including your obligations if the value of the derivative declines. Using borrowed money to finance a derivatives transaction involves greater risk than using cash resources only. If you borrow money, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the derivative declines.” (2) Before transacting in a derivative with, for or on behalf of a derivatives party, a derivatives dealer must advise the derivatives party of all of the following: (a) any material risks or material characteristics that are materially different from the risks or characteristics described in the disclosure required under subsection (1); (b) if applicable, the price of the derivative to be transacted and the most recent valuation; (c) any compensation or other incentive payable by the derivatives party relating to the derivative or the transaction. Valuation reporting 21.(1) On each business day, a derivatives dealer must make available to a derivatives party a valuation for each derivative that it has transacted with, for or on behalf of the derivatives party and with respect to which obligations remain outstanding on that day. (2) At least once every 3 months, a derivatives adviser must make available to a derivatives party a valuation statement for each derivative that it has transacted for or on behalf of the derivatives party, unless the derivatives party requests the valuation statement be made available monthly, in which case the adviser must make available a statement to the derivatives party for each one‑month period. Notice to derivatives parties by non‑resident derivatives dealers 22. A derivatives dealer whose head office or principal place of business is not in Canada must not transact in a derivative with a derivatives party in the local jurisdiction unless it has delivered to the derivatives party a statement in writing disclosing all of the following: (a) the foreign jurisdiction in which the head office or the principal place of business of the derivatives dealer is located; 2358 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) that all or substantially all of the assets of the derivatives dealer may be situated outside the local jurisdiction; (c) that there may be difficulty enforcing legal rights against the derivatives dealer because of the above; (d) the name and address of the agent for service of process of the derivatives dealer in the local jurisdiction. DIVISION 2 – DERIVATIVES PARTY ASSETS Sections 24 and 25 apply when a derivatives firm is dealing with any derivatives party; the remaining sections in this Division only apply if a derivatives firm is dealing with (i) a non‑eligible derivatives party or (ii) an eligible derivatives party who is either an individual or eligible commercial hedger that has not waived these protections – see section 8. Definition – initial margin 23. In this Division, “initial margin” means any derivatives party assets delivered by a derivatives party to a derivatives firm as collateral to cover potential changes in the value of a derivative over an appropriate close‑out period in the event of a default. Application and interaction with other instruments 24. A derivatives firm is exempt from the provisions in this Division if any of the following apply: (a) the derivatives firm is subject to and complies with or is exempt from sections 3 to 8 of National Instrument 94‑102 Derivatives: Customer Clearing and Protection of Customer Collateral and Positions in respect of derivatives party assets; (b) the derivatives firm is subject to and complies with Guideline E‑22 Margin Requirements for Non‑Centrally Cleared Derivatives issued by the federal Office of the Superintendent of Financial Institutions; (c) the derivatives firm is subject to and complies with the Guideline on margins for over‑the‑counter derivatives not cleared by a central counterparty issued by the Autorité des marchés financiers in respect of derivatives party assets; (d) the derivatives firm is subject to and complies with National Instrument 81‑102 Investment Funds in respect of derivatives party assets. Segregating derivatives party assets 25. A derivatives firm must segregate derivatives party assets and derivatives positions from the property and derivatives positions of the derivatives firm and other persons or companies. Holding initial margin 26. A derivatives firm must hold initial margin in an account at a permitted depository. Investment or use of initial margin 27.(1) A derivatives firm must not use or invest initial margin without receiving written consent from the derivatives party. (2) A derivatives firm must not use or invest the initial margin of a derivatives party unless the derivatives firm has entered into a written agreement with the derivatives party under which the derivatives firm assumes all losses resulting from the investment or use of initial margin by the derivatives firm. 2359 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 DIVISION 3 – REPORTING TO DERIVATIVES PARTIES This Division, other than subsection 28(1), applies if a derivatives firm is dealing with (i) a non‑eligible derivatives party or (ii) an eligible derivatives party who is either an individual or eligible commercial hedger that has not waived these protections – see section 8. Content and delivery of transaction information 28.(1) A derivatives dealer that transacts with, for or on behalf of a derivatives party must promptly deliver a written confirmation of the transaction to the following, as applicable: (a) the derivatives party; (b) if the derivatives party has consented in writing, a derivatives adviser acting for the derivatives party. (2) If a derivatives dealer has transacted with, for or on behalf of a non‑eligible derivatives party, the written confirmation required under subsection (1) must include all of the following, as applicable: (a) a description of the derivative; (b) a description of the agreement that governs the transaction; (c) the notional amount, quantity or volume of the underlying asset of the derivative; (d) the number of units of the derivative; (e) the total price paid for the derivative and the per unit price of the derivative; (f) the commission, sales charge, service charge and any other amount charged in respect of the transaction; (g) whether the derivatives dealer acted as principal or agent in relation to the derivative; (h) the date and the name of the trading facility on which the transaction took place; (i) the name of each individual acting on behalf of the derivatives firm that provided advice relating to the derivative or the transaction; (j) the date of the transaction; (k) the name of the qualifying clearing agency where the derivative was cleared. Derivatives party statements 29.(1) A derivatives firm must deliver a statement referred to in subsection (2) to a derivatives party, at the end of each quarterly period, if either of the following applies: (a) within the quarterly period the derivatives firm transacted a derivative with, for or on behalf of the derivatives party; (b) the derivatives party has an outstanding derivatives position resulting from a transaction where the derivatives firm acted as a derivatives dealer. 2360 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) A derivatives firm that delivers a statement referred to in subsection (1) must include in the statement all of the following information for each transaction made with, for or on behalf of the derivatives party by the derivatives firm during the period covered by the statement, if applicable: (a) the date of the transaction; (b) a description of the transaction, including, for greater certainty, the notional amount, the number of units, the price per unit and the total price of the derivative transacted; (c) information sufficient to identify the agreement that governs the transaction. (3) A derivatives firm that delivers a statement referred to in subsection (1) must include in the statement all of the following information, as applicable, as at the date of the statement: (a) a description of each outstanding derivative to which the derivatives party is a party; (b) the valuation, as at the statement date, of each outstanding derivative referred to in paragraph (a); (c) the final valuation, as at the expiry or termination date, of each derivative that expired or terminated during the period covered by the statement; (d) a description of all derivatives party assets held or received by the derivatives firm as collateral; (e) the amount of any cash balance in the derivatives party’s account; (f) a description of assets of a derivatives party, other than assets referred to in paragraph (d), held or received by the derivatives firm; (g) the total market value of any outstanding derivatives and derivatives party assets referred to in paragraph (f) in the derivatives party’s account. PART 5 COMPLIANCE AND RECORDKEEPING DIVISION 1 – COMPLIANCE Definitions 30. In this Division, “chief compliance officer” means the officer or partner of a derivatives firm who is responsible for establishing, maintaining and applying written policies and procedures to monitor and assess compliance, of the derivatives firm and individuals acting on its behalf, with securities legislation relating to derivatives; “derivatives business unit” means, in respect of a derivatives firm, a division or other organizational unit the employees of which transact in, or provide advice in relation to, a type of derivative, or a class of derivatives, on behalf of the derivatives firm; “senior derivatives manager” means an individual designated by the derivatives dealer under subsection 32(1). 2361 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Policies and procedures 31. A derivatives firm must establish, maintain and apply policies and procedures that establish a system of controls and supervision sufficient to provide reasonable assurance that all of the following are satisfied: (a) the derivatives firm and each individual acting on its behalf in relation to transacting in, or providing advice in relation to, a derivative, comply with securities legislation relating to trading and advising in derivatives; (b) the risks relating to its derivatives activities within the derivatives business unit are managed in accordance with the derivatives firm’s risk management policies and procedures; (c) each individual who performs an activity on behalf of the derivatives firm relating to transacting in, or providing advice in relation to, a derivative, before commencing the activity and on an ongoing basis, (i) has the experience, education and training that a reasonable person would consider necessary to perform the activity competently, (ii) without limiting subparagraph (i), understands the structure, features and risks of each derivative that the individual transacts in or advises in relation to, and (iii) acts with integrity. Designation and responsibilities of a senior derivatives manager 32.(1) A derivatives dealer must do the following: (a) designate an individual as a senior derivatives manager for each derivatives business unit; (b) identify to the regulator or, in Québec, the securities regulatory authority, upon request, each individual designated as the senior derivatives manager in respect of each derivatives business unit. (2) A senior derivatives manager must do the following: (a) supervise the derivatives‑related activities conducted in the derivatives business unit directed towards ensuring compliance by the derivatives business unit, and each individual employed in the derivatives business unit, with this Instrument, applicable securities legislation, including for greater certainty, ensuring the policies and procedures required under section 31 [Policies and procedures] are applied; (b) respond by addressing, in a timely manner, any material non‑compliance by an individual employed in the derivatives business unit with this Instrument, applicable securities legislation, or the policies and procedures required under section 31 [Policies and procedures], including reporting to the chief compliance officer. (3) At least once every calendar year, the senior derivatives manager in respect of each derivatives business unit must, (a) prepare a report containing the following, as applicable: 2362 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (i) a description of (A) each incident of material non‑compliance with this Instrument, securities legislation relating to trading in derivatives or the policies and procedures required under section 31 [Policies and procedures] by the derivatives business unit or an individual in the derivatives business unit, and (B) the steps taken to respond to each incidence of material non‑compliance; (ii) a statement to the effect that the derivatives business unit is in material compliance with this Instrument, securities legislation relating to trading and advising in derivatives and the policies and procedures required under section 31 [Policies and procedures]; and (b) submit the report referred to in paragraph (a) to the board of directors of the derivatives firm. (4) The obligation of the senior derivatives manager under paragraph (3)(b) may be fulfilled by the derivatives firm’s chief compliance officer. Responsibility of a derivatives dealer to report to the regulator or the securities regulatory authority 33. A derivatives dealer must report to the regulator or, in Québec, the securities regulatory authority, in a timely manner any circumstance in which a derivatives dealer is not or was not in compliance with the requirements of this Instrument or other securities legislation relating to trading in derivatives if any of the following applies: (a) the non‑compliance creates or created, in the opinion of a reasonable person, a risk of material harm to a derivatives party; (b) the non‑compliance creates or created, in the opinion of a reasonable person, a risk of material harm to capital markets; (c) the non‑compliance is part of a pattern of material non‑compliance. DIVISION 2 – RECORDKEEPING Derivatives party agreement 34.(1) A derivatives firm must, before transacting in a derivative with, for or on behalf of a derivatives party, enter into an agreement referred to in subsection (2) with the derivatives party. (2) For the purposes of subsection (1), the agreement must establish all of the material terms governing the relationship between the derivatives firm and the derivatives party including the rights and obligations of the derivatives firm and the derivatives party. Records 35. A derivatives firm must keep records of its derivatives transactions and advising activities, including all of the following, as applicable: (a) records containing a general description of its derivatives business and activities conducted with, for or on behalf of, derivatives parties, and compliance with applicable provisions of securities legislation, including, (i) records of derivatives party assets, and 2363 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (ii) records documenting the derivatives firm’s compliance with internal policies and procedures; (b) for each derivative, records demonstrating the existence and nature of the derivative, including, (i) records of communications with the derivatives party relating to transacting in the derivative, (ii) documents provided to the derivatives party to confirm the derivative, the terms of the derivative and each transaction relating to the derivative, (iii) correspondence relating to the derivative and each transaction relating to the derivative, (iv) records made by staff relating to the derivative and each transaction relating to the derivative, including notes, memos and journals, (v) records relating to pre‑execution activity for each transaction including all communications relating to quotes, solicitations, instructions, transactions and prices, however they may be communicated, (vi) reliable timing data for the execution of each transaction relating to the derivative, (vii) records relating to the execution of the transaction, including (A) information obtained to determine whether the counterparty qualifies as an eligible derivatives party, (B) fees or commissions charged, (C) information used in calculating the derivative’s valuation, and (D) any other information relevant to the transaction, (viii) an itemized record of post‑transaction processing and events, including a record in relation to the calculation of margin and exchange of collateral, and (ix) the price and valuation of the derivative. Form, accessibility and retention of records 36.(1) The records required to be maintained in this Instrument must be kept in a safe location, readily accessible and in a durable form for a period of, (a) except in Manitoba, 7 years from the date the record is created, and (b) in Manitoba, 8 years from the date the record is created. (2) A record required to be provided to the regulator or, in Québec, the securities regulatory authority, must be provided in a format that is capable of being read by the regulator or, in Québec, the securities regulatory authority. PART 6 EXEMPTIONS DIVISION 1 – EXEMPTION FROM THIS INSTRUMENT Exemption for foreign liquidity providers – transactions with derivatives dealers 37. A person or company is exempt from the provisions of this Instrument in respect of a transaction if all of the following apply: 2364 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) the transaction is made with either an investment dealer registered in accordance with National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations or a derivatives dealer, that, in each case, is transacting as principal for its own account; (b) the person or company is registered, licensed or authorized, or otherwise operates under an exemption or exclusion from a requirement to be registered, licensed or authorized under the securities, commodity futures or derivatives legislation of a foreign jurisdiction in which its head office or principal place of business is located to carry on the activities in that jurisdiction that registration as a derivatives dealer would permit it to carry on in the local jurisdiction; (c) the person or company is not any of the following: (i) a derivatives dealer whose head office or principal place of business is in Canada; (ii) a derivatives dealer that is a Canadian financial institution. Exemption for certain derivatives end‑users 38.(1) A person or company is exempt from this Instrument if all of the following apply: (a) the person or company does not solicit or otherwise transact a derivative with, for or on behalf of, a non‑eligible derivatives party; (b) the person or company does not, in respect of any derivative or transaction, advise a non‑eligible derivatives party, other than general advice that is provided in accordance with the conditions of section 45 [Advising generally]; (c) the person or company does not regularly make or offer to make a market in a derivative with a derivatives party; (d) the person or company does not regularly facilitate or otherwise intermediate transactions for another person or company; (e) the person or company does not facilitate the clearing of a derivative through the facilities of a qualifying clearing agency for another person or company. (2) The exemption in subsection (1) is not available to a person or company if either of the following applies: (a) the person or company is a registered derivatives firm or a registered securities firm in any jurisdiction of Canada or is registered under the commodity futures legislation of Manitoba or Ontario; (b) the person or company is registered under the securities, commodity futures or derivatives legislation of a foreign jurisdiction in which its head office or principal place of business is located in a category of registration to carry on the activities in that jurisdiction that registration as a derivatives dealer or derivatives adviser would permit it to carry on in the local jurisdiction. Exemption for foreign derivatives dealers 39.(1) A derivatives dealer whose head office or principal place of business is in a foreign jurisdiction specified in Appendix A is exempt from the provisions in this Instrument if all of the following apply: (a) the derivatives dealer transacts only with, for or on behalf of, a person or company in the local jurisdiction that is an eligible derivatives party; 2365 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the derivatives dealer is registered, licensed or authorized under the securities, commodity futures or derivatives legislation of a foreign jurisdiction specified in Appendix A to conduct the derivatives activities in the foreign jurisdiction that it proposes to conduct with the derivatives party; (c) the derivatives dealer is subject to and complies with the securities, commodity futures or derivatives legislation of the foreign jurisdictions specified in Appendix A relating to the activities being conducted by the derivatives dealer with a derivatives party whose head office or principal place of business is in Canada; (d) the derivatives dealer provides the regulator or, in Québec, the securities regulatory authority, with prompt access to its books and records upon request with respect to any matter relating to the activities being conducted with a derivatives party whose head office or principal place of business is located in Canada. (2) The exemption in subsection (1) is not available unless all of the following apply: (a) the derivatives dealer engages in the business of a derivatives dealer in the foreign jurisdiction in which its head office or principal place of business is located; (b) the derivatives dealer has delivered to the derivatives party a statement in writing disclosing all of the following: (i) the foreign jurisdiction in which the derivatives dealer’s head office or principal place of business is located; (ii) that all or substantially all of the assets of the derivatives dealer may be situated outside of the local jurisdiction; (iii) that there may be difficulty enforcing legal rights against the derivatives dealer because of the above; (iv) the name and address of the agent for service of process of the derivatives dealer in the local jurisdiction; (c) the derivatives dealer has submitted to the regulator or, in Québec, the securities regulatory authority, a completed Form 93‑101F1 Submission to Jurisdiction and Appointment of Agent for Service of Process. (3) Paragraphs (1)(a) to (d) do not apply if the derivatives party is an affiliated entity of the derivatives dealer unless the affiliated entity is an investment fund. (4) Paragraph (2)(b) does not apply if the derivatives party is an affiliated entity of the derivatives dealer unless the affiliated entity is an investment fund. DIVISION 2 – EXEMPTIONS FROM SPECIFIC PROVISIONS IN THIS DIVISION 2 – INSTRUMENT Definition – local counterparty 40. In this Division, “local counterparty” means a counterparty to a derivative in any jurisdiction of Canada if either of the following applies: (a) the counterparty is a person or company, other than an individual, to which one or more of the following apply: (i) the person or company is organized under the laws of the local jurisdiction; 2366 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) the head office of the person or company is in the local jurisdiction; (iii) the principal place of business of the person or company is in the local jurisdiction; (b) the counterparty is an affiliated entity of a person or company referred to in paragraph (a) and the person or company is liable for all or substantially all of the liabilities of the counterparty. Investment dealers 41. A derivatives dealer that is an investment dealer member of CIRO is exempt from the provisions of this Instrument set out in Appendix B if both of the following apply: (a) the derivatives dealer is subject to and complies with the corresponding conduct and other applicable rules of CIRO in connection with a transaction or other related activity; (b) the derivatives dealer promptly notifies the regulator or, in Québec, the securities regulatory authority, of each instance of material non‑compliance with a provision of this Instrument that is set out in Appendix B. Canadian financial institutions 42. A derivatives dealer that is a Canadian financial institution is exempt from the provisions of this Instrument set out in Appendix C if both of the following apply: (a) the derivatives dealer is subject to and complies with the corresponding conduct and other regulatory provisions of its prudential regulator in connection with a transaction or other related activity; (b) the derivatives dealer promptly notifies the regulator or, in Québec, the securities regulatory authority, of each instance of material non‑compliance with a provision of this Instrument that is set out in Appendix C. Derivatives transacted on a derivatives trading facility where the identity of the derivatives party is unknown 43. A derivatives dealer is exempt from the provisions in this Instrument, except for section 9 [Fair dealing], section 12 [Handling complaints], and Part 5 [Compliance and recordkeeping], in respect of a transaction to which both of the following apply: (a) the execution of the transaction is on and subject to the rules of a derivatives trading facility; (b) the derivatives dealer does not know the identity of the derivatives party prior to and at the time of execution of the transaction. Exemptions from certain requirements in this Instrument for certain notional amounts of certain commodity derivatives and other derivatives activity 44.(1) A derivatives dealer is exempt from this Instrument, other than section 9 [Fair dealing], section 10 [Conflicts of Interest] and section 28 [Content and delivery of transaction information], if all of the following apply: (a) the derivatives dealer does not solicit or otherwise transact a derivative with, for or on behalf of, a non‑eligible derivatives party; (b) the derivatives dealer does not, in respect of derivatives or transactions, advise a non‑eligible derivatives party, other than in accordance with section 45 [Advising generally]; 2367 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) either of the following applies: (i) the derivatives dealer has its head office or principal place of business in a jurisdiction of Canada and the derivatives dealer, together with each affiliated entity of the derivatives dealer that is a local counterparty, excluding investment funds, and excluding derivatives between all affiliated entities, has not had, in any of the previous 24 calendar months, an aggregate month‑end gross notional amount under outstanding derivatives, exceeding $250,000,000; (ii) the derivatives dealer has its head office and principal place of business in a foreign jurisdiction and the derivatives dealer, together with each affiliated entity of the derivatives dealer that is a local counterparty, excluding investment funds, and excluding derivatives between all affiliated entities, has not had, in any of the previous 24 calendar months, an aggregate month‑end gross notional amount under outstanding derivatives with one or more counterparties that have a head office or principal place of business in Canada, exceeding $250,000,000. (2) Subject to subsection (3), a derivatives dealer is exempt from the provisions of this Instrument, other than section 9 [Fair dealing], section 10 [Conflicts of Interest] and section 28 [Content and delivery of transaction information], if all of the following apply: (a) the derivatives dealer does not solicit or otherwise transact a derivative with, for or on behalf of, a non‑eligible derivatives party; (b) the derivatives dealer does not, in respect of derivatives or transactions, advise a non‑eligible derivatives party, other than in accordance with section 45 [Advising generally]; (c) the derivatives dealer, and each affiliated entity of the derivatives dealer that is also a derivatives dealer, is a derivative dealer solely as a result of transactions in respect of commodity derivatives; (d) either of the following applies: (i) the derivatives dealer has its head office or principal place of business in a jurisdiction of Canada and the derivatives dealer, together with each affiliated entity of the derivatives dealer that is a local counterparty, excluding investment funds, and excluding derivatives between all affiliated entities, has not had, in any of the previous 24 calendar months, an aggregate month‑end gross notional amount under outstanding commodity derivatives, exceeding $10,000,000,000; (ii) the derivatives dealer has its head office and principal place of business in a foreign jurisdiction and the derivatives dealer, together with each affiliated entity of the derivatives dealer that is a local counterparty, excluding investment funds, and excluding derivatives between all affiliated entities, has not had, in any of the previous 24 calendar months, an aggregate month‑end gross notional amount under outstanding commodity derivatives with one or more counterparties that have a head office or principal place of business in Canada, exceeding $10,000,000,000. (3) Subsection (2) does not apply in respect of a commodity derivative for which the underlying interest is a cryptoasset. 2368 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) DIVISION 3 – EXEMPTIONS FOR DERIVATIVES ADVISERS Advising generally 45.(1) For the purpose of subsection (3), “financial or other interest” in relation to a derivative or a transaction includes the following: (a) ownership of, beneficial or otherwise, an underlying interest or underlying interests of the derivative; (b) ownership of, beneficial or otherwise, or another interest in, a derivative that has the same underlying interest as the derivative; (c) a commission or other compensation received or expected to be received from any person or company in relation to a transaction, an underlying interest in the derivative or a derivative that has the same underlying interest as the derivative; (d) a financial arrangement in relation to the derivative, an underlying interest in the derivative or a derivative that has the same underlying interest as the derivative; (e) any other interest that relates to the transaction. (2) A person or company that acts as a derivatives adviser is exempt from the provisions of this Instrument applicable to a derivatives adviser if the advice that the person or company provides does not purport to be tailored to the needs of the person or company receiving the advice. (3) If the person or company referred to in subsection (2) recommends a transaction involving a derivative, a class of derivatives or the underlying interest of a derivative or class of derivatives in which any of the following has a financial or other interest, the person or company must disclose the interest, including a description of the nature of the interest, concurrently with providing the advice: (a) the person or company; (b) any partner, director or officer of the person or company; (c) if the person is an individual, the spouse or child of the individual; (d) any other person or company that would be an insider of the first mentioned person or company if the first mentioned person or company were a reporting issuer. Foreign derivatives advisers 46.(1) A derivatives adviser whose head office or principal place of business is in a foreign jurisdiction specified in Appendix D is exempt from the provisions of this Instrument in respect of advice provided to a derivatives party if all of the following apply: (a) the derivatives party to whom the advice is being provided is an eligible derivatives party; (b) the derivatives adviser is registered, licensed or authorized, or otherwise operates under an exemption from registration, under the securities, commodity futures or derivatives legislation of a foreign jurisdiction specified in Appendix D to conduct the derivatives activities in the foreign jurisdiction that it proposes to conduct with the derivatives party; 2369 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) the derivatives adviser is subject to and complies with the securities, commodity futures or derivatives legislation of the foreign jurisdictions specified in Appendix D relating to the activities being conducted by the derivatives adviser with a derivatives party whose head office or principal place of business is in Canada; (d) the derivatives adviser provides the regulator or, in Québec, the securities regulatory authority, with prompt access to its books and records upon request with respect to any matter relating to the activities being conducted with a derivatives party whose head office or principal place of business is in Canada. (2) The exemption under subsection (1) is not available unless all of the following apply: (a) the derivatives adviser engages in the business of a derivatives adviser in the foreign jurisdiction in which its head office or principal place of business is located; (b) the derivatives adviser has delivered to the derivatives party a statement in writing disclosing the following: (i) the foreign jurisdiction in which the derivatives adviser’s head office or principal place of business is located; (ii) that all or substantially all of the assets of the derivatives adviser may be situated outside of the local jurisdiction; (iii) that there may be difficulty enforcing legal rights against the derivatives adviser because of the above; (iv) the name and address of the agent for service of process of the derivatives adviser in the local jurisdiction; (c) the derivatives adviser has submitted to the regulator or, in Québec, the securities regulatory authority, a completed Form 93‑101F1 Submission to Jurisdiction and Appointment of Agent for Service of Process. (3) A derivatives adviser that relied on the exemption under subsection (1) during the 12‑month period preceding December 1 of a year must notify the regulator or, in Québec, the securities regulatory authority, of that fact by December 1 of that year. (4) In Ontario, subsection (3) does not apply to a derivatives adviser that complies with the filing and fee payment provisions applicable to an unregistered exempt international firm under Ontario Securities Commission Rule 13‑502 Fees. (5) A person or company is exempt from subsections (2) and (3) if the person or company is registered as a derivatives adviser in the local jurisdiction. (6) Paragraphs (1)(a) to (d) do not apply if the derivatives party is an affiliated entity of the derivatives adviser unless the affiliated entity is an investment fund.

(7) Paragraph (2)(b) does not apply if the derivatives party is an affiliated entity of the derivatives adviser unless the affiliated entity is an investment fund. Foreign derivatives sub‑advisers 47.(1) A derivatives sub‑adviser whose head office or principal place of business is in a foreign jurisdiction specified in Appendix E is exempt from the provisions of this Instrument if all of the following apply: 2370 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) the obligations and duties of the sub‑adviser are set out in a written agreement with the derivatives adviser or derivatives dealer; (b) the derivatives adviser or derivatives dealer has entered into a written agreement with its derivatives parties on whose behalf derivatives advice is or portfolio management services are to be provided, agreeing to be responsible for any loss that arises out of the failure of the derivatives sub‑adviser to do any of the following: (i) exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the derivatives firm and each derivatives party of the derivatives firm for whose benefit the derivatives advice is, or portfolio management services are, to be provided; (ii) exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances. (2) The exemption under subsection (1) is not available unless all of the following apply: (a) the derivatives sub‑adviser’s head office or principal place of business is in a foreign jurisdiction; (b) the derivatives sub‑adviser is registered, licensed or authorized in a category of registration, or operates under an exemption from registration, under the securities, commodity futures or derivatives legislation of the foreign jurisdiction in which its head office or principal place of business is located; (c) the legislation of the foreign jurisdiction referred to in paragraph (b) permits the derivatives sub‑adviser to carry on the activities in that jurisdiction that registration as a derivatives adviser would permit it to carry on in the local jurisdiction; (d) the derivatives sub‑adviser engages in the business of a derivatives adviser in the foreign jurisdiction in which its head office or principal place of business is located. Registered advisers under securities or commodity futures legislation 48. A derivatives adviser that is registered as an adviser under securities legislation or, in Ontario and Manitoba, commodity futures legislation, is exempt from the provisions set out in Appendix F if the derivatives adviser complies with the corresponding business conduct provisions of securities or commodity futures legislation in connection with a transaction or other related derivatives activity with a derivatives party. PART 7 GRANTING AN EXEMPTION Granting an exemption 49.(1) The regulator or, in Québec, the securities regulatory authority, may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14‑101 Definitions opposite the name of the local jurisdiction. 2371 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 8 TRANSITION AND EFFECTIVE DATE Transition representations for existing derivatives parties 50.(1) In this section, “transition period” means the period commencing on September 28, 2024 and expiring on September 28, 2029. (2) During the transition period, for the purposes of this Instrument, an eligible derivatives party, as defined in subsection 1(1) [Definitions and interpretation], includes a person or company, that is any of the following: (a) a permitted client, as that term is defined in National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; (b) in Ontario, an accredited investor, other than an individual, as that term is defined in National Instrument 45‑106 Prospectus Exemptions; (c) an accredited counterparty, as that term is defined in the Derivatives Act (Québec); (d) a qualified party, as that term is defined in any of the following: (i) in Alberta, Blanket Order 91‑507 Over‑the‑Counter Derivatives; (ii) in British Columbia, Blanket Order 91‑501 Over‑the‑Counter Derivatives; (iii) in Manitoba, Blanket Order 91‑501 Over‑the‑Counter Trades in Derivatives; (iv) in New Brunswick, Local Rule 91‑501 Derivatives; (v) in Nova Scotia, Blanket Order 91‑501 Over‑the‑Counter Trades in Derivatives; (vi) in Saskatchewan, General Order 91‑908 Over‑the‑Counter Derivatives; (e) an eligible contract participant as that term is defined under Section 1(a)(18) of the United States Commodity Exchange Act; (f) a financial counterparty as that term is defined under Article 2(8) of the European Market Infrastructure Regulation; (g) a non‑financial counterparty as that term is defined under Article 2(9) of, and which exceeds clearing thresholds pursuant to Article 10(4)(b) of, the European Market Infrastructure Regulation. (3) Despite subsection (2), if either of the following circumstances apply, the definition of “eligible derivatives party”, as set out in subsection 1(1), applies to that circumstance: (a) the derivatives firm has obtained a representation from the derivatives party in writing, that the derivatives party is considered to be an eligible derivatives party on the basis of any of paragraphs (2)(a) to (g); (b) the representation referred to in paragraph (a) was made prior to the effective date of this Instrument. 2372 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Transition for existing transactions that remain in place in accordance with their original terms 51. Other than section 9 [Fair dealing], the provisions of this Instrument do not apply in respect of the transaction if both of the following apply: (a) the transaction was entered into before the effective date of this Instrument; (b) the derivatives firm has taken reasonable steps to determine that the derivatives party is one or more of the following, as applicable: (i) a permitted client, as that term is defined in National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; (ii) in Ontario, an accredited investor, other than an individual, as that term is defined in National Instrument 45‑106 Prospectus and Registration Exemptions; (iii) an accredited counterparty, as that term is defined in the Derivatives Act (Québec); (iv) a qualified party, as that term is defined in any of the following: (A) in Alberta, Blanket Order 91‑507 Over‑the‑Counter Derivatives; (B) in British Columbia, Blanket Order 91‑501 Over‑the‑Counter Derivatives; (C) in Manitoba, Blanket Order 91‑501 Over‑the‑Counter Trades in Derivatives; (D) in New Brunswick, Local Rule 91‑501 Derivatives; (E) in Nova Scotia, Blanket Order 91‑501 Over‑the‑Counter Trades in Derivatives; (F) in Saskatchewan, General Order 91‑908 Over‑the‑Counter Derivatives; (v) an eligible contract participant as that term is defined in Section 1(a) (18) of the United States Commodity Exchange Act; (vi) a financial counterparty as that term is defined under Article 2(8) of the European Market Infrastructure Regulation; (vii) a non‑financial counterparty as that term is defined under Article 2(9) of, and which exceeds clearing thresholds pursuant to Article 10(4)(b) of, the European Market Infrastructure Regulation. Transition for obtaining waivers for certain individuals and eligible commercial hedgers 52. Despite subparagraph 8(2)(a)(iii), a derivatives firm has a period of one year following the effective date of this Instrument to obtain the waiver referred to in subparagraph 8(2)(a)(iii) of this Instrument. 2373 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 APPENDIX A TO MULTILATERAL INSTRUMENT 93‑101 DERIVATIVES: BUSINESS CONDUCT FOREIGN DERIVATIVES DEALERS (Section 39) LIST OF SPECIFIED FOREIGN JURISDICTIONS Australia Brazil Hong Kong Iceland Japan Republic of Korea New Zealand Norway Singapore Switzerland United States of America United Kingdom of Great Britain and Northern Ireland Any member country of the European Union APPENDIX B TO MULTILATERAL INSTRUMENT 93‑101 DERIVATIVES: BUSINESS CONDUCT INVESTMENT DEALERS (Section 41) Section 11, Know your derivatives party Section 12, Handling complaints Section 14, Derivatives‑party‑specific needs and objectives Section 15, Suitability Section 19(2)(a)‑(k) to (4), Relationship disclosure information Section 20, Pre‑transaction disclosure Section 21, Valuation reporting Section 25, Segregating derivatives party assets Section 26, Holding initial margin Section 27, Investment or use of initial margin Section 28, Content and delivery of transaction information Section 29, Derivatives party statements Section 32, Designation and responsibilities of senior derivatives managers Section 33, Responsibility of derivatives dealer to report to the regulator or the securities regulatory authority 2374 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) APPENDIX C TO MULTILATERAL INSTRUMENT 93‑101 DERIVATIVES: BUSINESS CONDUCT CANADIAN FINANCIAL INSTITUTIONS (Section 42) Section 11, Know your derivatives party Section 13, Tied selling Section 25, Segregating derivatives party assets Section 26, Holding initial margin Section 27, Investment or use of initial margin Section 34, Derivatives party agreement APPENDIX D TO MULTILATERAL INSTRUMENT 93‑101 DERIVATIVES: BUSINESS CONDUCT FOREIGN DERIVATIVES ADVISERS (Section 46) LIST OF SPECIFIED FOREIGN JURISDICTIONS Australia Brazil Hong Kong Iceland Japan Republic of Korea New Zealand Norway Singapore Switzerland United States of America United Kingdom of Great Britain and Northern Ireland Any member country of the European Union 2375 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 APPENDIX E TO MULTILATERAL INSTRUMENT 93‑101 DERIVATIVES: BUSINESS CONDUCT FOREIGN DERIVATIVES SUB‑ADVISERS (Section 47) LIST OF SPECIFIED FOREIGN JURISDICTIONS Australia Brazil Hong Kong Iceland Japan Republic of Korea New Zealand Norway Singapore Switzerland United States of America United Kingdom of Great Britain and Northern Ireland Any member country of the European Union APPENDIX F TO MULTILATERAL INSTRUMENT 93‑101 DERIVATIVES: BUSINESS CONDUCT REGISTERED ADVISERS UNDER SECURITIES AND COMMODITY FU‑ TURES LEGISLATION (Section 48) Section 12, Handling complaints Section 13, Tied‑selling Division 2, Additional obligations when dealing with or advising certain derivatives parties of Part 3, Dealing with or advising derivatives parties Part 4, Derivatives party accounts Part 5, Compliance and recordkeeping, except section 31, Policies and Procedures 2376 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 93‑101F1 SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE OF PROCESS (Sections 39 [foreign derivatives dealer] and 46 [foreign derivatives adviser]) 1. Name of person or company (“Foreign Firm”): 2. If the Foreign Firm was previously assigned an NRD number as a registered firm or an unregistered exempt international firm, provide the NRD number of the firm: 3. Jurisdiction of incorporation of the Foreign Firm: 4. Head office address of the Foreign Firm: 5. The name, email address, phone number and fax number of the Foreign Firm’s chief compliance officer, or equivalent. Name: Email address: Phone: Fax: 6. Section of Multilateral Instrument 93‑101 Derivatives: Business Conduct the Foreign Firm is relying on: Section 39 [foreign derivatives dealer] Section 46 [foreign derivatives adviser] Other [specify] [e.g exemptive relief decision – please explain] 7. Name of agent for service of process (the “Agent for Service”): 8. Address for service of process on the Agent for Service: 9. The Foreign Firm designates and appoints the Agent for Service at the address stated above as its agent upon whom may be served a notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi‑criminal or other proceeding (a “Proceeding”) arising out of or relating to or concerning the Foreign Firm’s activities in the local jurisdiction and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding. 10. The Foreign Firm irrevocably and unconditionally submits to the non‑exclusive jurisdiction of the judicial, quasi‑judicial and administrative tribunals of the local jurisdiction in any Proceeding arising out of or related to or concerning the Foreign Firm’s activities in the local jurisdiction. 11. Until 7 years after the Foreign Firm ceases to rely on section 39 [foreign derivatives dealer] or section 46 [foreign derivatives adviser], the Foreign Firm must submit to the securities regulatory authority a. a new Submission to Jurisdiction and Appointment of Agent for Service in this form no later than the 30th day before the date this Submission to Jurisdiction and Appointment of Agent for Service is terminated; 2377 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 b. an amended Submission to Jurisdiction and Appointment of Agent for Service no later than the 30th day before any change in the name or above address of the Agent for Service; and c. a notice detailing a change to any information submitted in this form, other than the name or above address of the Agent for Service, no later than the 20th day after the change. 12. This Submission to Jurisdiction and Appointment of Agent for Service is governed by and construed in accordance with the laws of the local jurisdiction. Dated: ________________________________ _________________________________________ (Signature of the Foreign Firm or authorized signatory) _________________________________________ (Name of signatory) _________________________________________ (Title of signatory) Acceptance The undersigned accepts the appointment as Agent for Service of _________________________________________ [Insert name of Foreign Firm] under the terms and conditions of the foregoing Submission to Jurisdiction and Appointment of Agent for Service. Dated: __________________________________ _________________________________________ (Signature of the Agent for Service or authorized signatory) _________________________________________ (Name of signatory) _________________________________________ (Title of signatory) 4 Oct 2024 SR 78/2024 s4. 2378 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) REGINA, SASKATCHEWAN Printed by the authority of THE KING’S PRINTER Copyright©2026