Solicitation of proxies

Seeking the votes of shareholders in favour of a resolution or the election of directors at a meeting of shareholders. Under the CBCA, management of a distributing corporation or a corporation with more than fifty shareholders must solicit proxies. Management is required to send to shareholders a “management proxy circular” in a form prescribed by regulation and a form of proxy so that shareholders can exercise their vote without attending the meeting. Any other person seeking to influence shareholder voting must also send out a circular in prescribed form subject to certain exceptions.