Canadian Tire Corporation, Limited (Re), 2014 CanLII 22202

May 5, 2014

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (THE JURISDICTION)

AND

IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF CANADIAN TIRE CORPORATION, LIMITED

AND

ROBYN A. COLLVER, HUGH LYNAR AND DEAN C. MCCANN, AS MEMBERS OF THE CAPITAL ACCUMULATION PLAN COMMITTEE OF THE DEFERRED PROFIT SHARING PLAN OF CANADIAN TIRE CORPORATION, LIMITED (THE FILERS)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the insider reporting requirements contained in the Legislation shall not apply to the DPSP CAP Committee Members (as defined below) in respect of certain acquisitions and dispositions of Class A non-voting Shares (the Class A Non-Voting Shares) of Canadian Tire Corporation, Limited (the Corporation) forming part of the CTC Share Fund (as defined below) under the Group Annuity Policy (as defined below) by the Insurer and the Trustee (each as defined below) and any involvement therewith by the DPSP CAP Committee Members (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the provinces and territories of Canada.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filers:

1. The Corporation is a corporation incorporated under The Ontario Companies Act pursuant to Letters Patent dated December 1, 1927 and is now governed by the Business Corporations Act (Ontario). The registered and principal offices of the Corporation are located at 2180 Yonge Street, Toronto, Ontario, M4S 2B9.

2. As of February 28, 2014, the Corporation was authorized to issue 3,423,366 common shares (the Common Shares) and 100,000,000 Class A Non-Voting Shares, of which 3,423,366 Common Shares and 76,460,851 Class A Non-Voting Shares were issued and outstanding.

3. The Corporation is a reporting issuer under the Legislation and is not in default of any requirements under the Legislation.

4. The members of the DPSP Capital Accumulation Plan Committee (collectively, the DPSP CAP Committee and individually, a DPSP CAP Committee Member and for purposes of this decision each such term includes any successor DPSP CAP Committee Member) are not in default of any of the requirements under the Legislation.

5. The Common Shares and the Class A Non-Voting Shares are listed and posted for trading on the Toronto Stock Exchange (the TSX) under the symbols “CTC” and “CTC.A”, respectively.

6. The Corporation has established a deferred profit sharing plan (the Plan) under a trust deed dated January 1, 1968, which has been amended on a number of occasions and most recently amended and restated on December 14, 2012 (the Trust Deed).

7. The Plan is designed to reward the Corporation’s employees and those of participating subsidiaries (the Plan Participants) and encourages them to participate in the growth, development and success of the Corporation’s enterprise.

8. Pursuant to the Plan, the Corporation is required to make an annual payment to the Trustee (as defined below), as determined by the board of directors of the Corporation, equal in the aggregate to at least one percent of the Corporation’s previous year’s net profits after income tax, subject to a maximum limit as set forth in subsection 147(5.1) of the Income Tax Act (Canada) (the Annual Allocation). The Corporation advises the Trustee of the amount of the Annual Allocation to be allocated to each of the Plan Participants.

9. Pursuant to the Plan, the moneys and other assets under the Plan (the Trust Property) may be held in cash or cash equivalents or divided into such funds (the Funds) as the Trustee, at the direction of the DPSP CAP Committee and with the approval of the Corporation, may determine or may be transferred to an Insurer, which may be an affiliate of the Trustee where such Trustee is an institutional Trustee, in consideration of the issuance of a Group Annuity Policy by the Insurer.

10. The Plan defines:

(a) an Insurer as an insurance company which is authorized to insure risks in Canada under the Insurance Companies Act (Canada) or is incorporated under a provincial or territorial statute and authorized to insure risks in one or more provinces or territories of Canada and which is selected by the Trustee to issue a Group Annuity Policy to the Trustee, and for purposes of this decision, Insurer means any such insurer or any successor insurer which has issued or issues a Group Annuity Policy to the Trustee; and

(b) a Group Annuity Policy as a group annuity policy issued by an Insurer which provides the Trustee with rights which are equivalent to those the Trustee derived from the direct ownership of the Trust Property, and for purposes of this decision, Group Annuity Policy means the group annuity policy issued by Sun Life Assurance Company of Canada (Sun Life) to the Trustee effective November 23, 2007 and any successor group annuity policy issued by an Insurer.

11. Effective November 23, 2007 (the Transfer Date), the then current individual trustees of the Plan acquired a Group Annuity Policy from Sun Life in consideration for the transfer of the Trust Property to Sun Life. Accordingly, Sun Life is currently the Insurer under the Group Annuity Policy.

12. Under the Group Annuity Policy, the Trustee and the Plan Participants have rights and benefits which are intended to mirror those to which they would have been entitled had the Group Annuity Policy not been issued and the Plan continued to be operated in the same manner as prior to the Transfer Date.

13. Plan amendments were made as of December 14, 2012 (the 2012 Plan Amendments) pursuant to an Amended and Restated Trust Deed governing the Plan which authorized the appointment by the Corporation of an institutional trustee of the Plan. Also on December 14, 2012, Sun Life Financial Trust Inc. was appointed as the institutional trustee as permitted under the Plan (the Trustee, and for purposes of this decision, Trustee includes any successor Trustee) and replaced the then current individual trustees who then became the DPSP CAP Committee Members.

14. The Plan states that if the Corporation designates an institutional Trustee, it shall establish a DPSP CAP Committee, which has various rights and responsibilities, including, to the extent permitted at law, advising the Trustee of the manner in which all voting and other rights are to be exercised in relation to the Common Shares, the Class A Non-Voting Shares and other securities held by the Trustee and directing the Trustee as to the manner in which any right, election or other action which may be exercised or taken by the Trustee under the Plan is to be exercised or taken.

15. In exercising any right under the Plan, the DPSP CAP Committee may, but is not required to, seek the advice of the Plan Participants and where such advice is sought, the Trustee or the DPSP CAP Committee shall use bona fide efforts to exercise their rights in a manner reasonably consistent with such advice but reserve the ability to exercise such rights in a manner determined in their discretion.

16. The DPSP CAP Committee is comprised of three individual voting members, two of whom are nominated by the Corporation and one of whom is elected by the Plan Participants. Currently, two of the three DPSP CAP Committee Members are reporting insiders of the Corporation by virtue of their executive offices.

17. The Trust Property is held by Sun Life as Insurer in two fund categories: (a) segregated funds that invest solely in units of existing pooled fund trusts, mutual fund trusts and similar instruments managed by investment management firms (the External Unitized Funds); and (b) a separate and distinct non-pooled segregated fund consisting of Common Shares and Class A Non-Voting Shares of the Corporation which constitute the CTC Share Fund of the Plan (the CTC Share Fund).

18. Plan Participants are entitled to allocate their interests in the Plan between the External Unitized Funds and the CTC Share Fund. A specified minimum, as set out in the Plan, of the Annual Allocation provided by the Corporation to each Plan Participant must be invested by a Plan Participant in the CTC Share Fund.

19. The CTC Share Fund and the External Unitized Funds are divided into units. Twenty percent of the units held for each Plan Participant vest after one full year of employment with the Corporation and participating subsidiaries. The remaining units vest after two full years of employment. If a Plan Participant wishes to increase or reduce his or her holdings in the CTC Share Fund, the Plan Participant may do so as long as a certain minimum holding in the CTC Share Fund is maintained. As Plan Participants transfer their interests in the Plan between one of the External Unitized Funds and the CTC Share Fund, Class A Non-Voting Shares may be purchased and sold in the open market by the Trustee or its agent, as required to reflect the instructions by Plan Participants or as otherwise required by the Plan. There has been no trading activity in the Common Shares forming part of the CTC Share Fund for more than 30 years (other than the transfer of the Common Shares and Class A Non-Voting Shares constituting the Trust Property to Sun Life on the Transfer Date), although Common Shares could be traded by the Trustee in the future, upon the direction of the DPSP CAP Committee.

20. The Corporation has established a securities trading and reporting board policy and manual (the Policy) which governs, among other things, purchases, sales and other acquisitions or dispositions of securities and derivatives of securities of the Corporation. The Policy also applies to purchases and sales of units in the CTC Share Fund. The Policy has provisions to enable compliance with provisions in the Legislation that prohibit improper insider trading.

21. From and after the date of the 2012 Plan Amendments, the Trustee is required to purchase and sell, as set out above, the Class A Non-Voting Shares constituting part of the CTC Share Fund, other than Class A Non-Voting Shares which may be acquired under the Plan pursuant to the Corporation’s dividend reinvestment plan (the Corporation’s DRIP), through the facilities of the TSX or through another stock exchange on which the Class A Non-Voting Shares are traded (Open Market Purchases).

22. The Class A Non-Voting Shares constituting part of the CTC Share Fund are enrolled in the Corporation’s DRIP. As a result, any dividends payable on those Class A Non-Voting Shares are paid in additional Class A Non-Voting Shares rather than cash.

23. In 2013, the Corporation made the requisite payment under the Annual Allocation to the Trustee which purchased Class A Non-Voting Shares for the CTC Share Fund by means of Open Market Purchases (the Acquired Shares). The Corporation will continue to do so in subsequent years. The Acquired Shares have been added to the CTC Share Fund as part of the Trust Property and each Plan Participant’s account reflects his or her increased interest in the CTC Share Fund.

24. Two of the DPSP CAP Committee Members are reporting insiders of the Corporation by virtue of their executive offices. All three DPSP CAP Committee Members may be considered significant shareholders of the Corporation (or in a similar position as directors of a significant shareholder of the Corporation) since they share control and direction over more than 10% of the Common Shares which are held in the Plan. Accordingly, the DPSP CAP Committee Members are considered to be reporting insiders of the Corporation with an obligation to report the acquisitions and dispositions of securities of the Corporation in accordance with National Instrument 55-104 Insider Reporting Requirements and Exemptions (NI 55-104) and applicable securities law. To the extent that they are otherwise reporting insiders of the Corporation, Plan Participants are also required to report acquisitions and dispositions of securities of the Corporation. The DPSP CAP Committee Members are currently filing insider reports on SEDI in respect of securities of the Corporation held by the CTC Share Fund.

25. In connection with the CTC Share Fund, as of February 28, 2014, Sun Life was the legal and beneficial owner of, and the DPSP CAP Committee had control and direction over, 419,280 Common Shares representing approximately 12.2% of the issued and outstanding Common Shares and 794,020 Class A Non-Voting Shares representing approximately 1.04% of the issued and outstanding Class A Non-Voting Shares.

26. The Trust Deed restricts the authority of the Trustee to make discrete investment decisions which are defined as individual investment decisions involving the purchase or sale of, or other dealings in, Class A Non-Voting Shares by the Trustee where such purchases, sales or other dealings:

(a) result from individual elections made by Plan Participants, Plan Participants achieving a specified age (as set out in the Trust Deed) or changes in the employment status of persons who become or cease to be employees of the Corporation or a participating subsidiary and require the Plan to purchase, sell or otherwise deal in Class A Non-Voting Shares in order to ensure that the assets of the Plan are reflective of such elections, Plan Participants’ ages or changes in employment status; or

(b) relate to the investment of the Annual Allocation,

(collectively referred to as the Discrete Investment Decisions).

27. The Trust Deed states that the Trustee is responsible for the management of the Trust Property of the respective Funds and the making of the investment decisions relating thereto, subject to such restrictions as the Trustee, with the approval of the Corporation, may determine from time to time, provided that:

(a) neither the Corporation nor the Trustee nor the DPSP CAP Committee shall have any right to authorize, approve, recommend or otherwise influence any Discrete Investment Decisions other than a right of the Corporation to determine the amount of the Annual Allocation and to designate the Plan Participants to whom such amounts shall be allocated and the right of the Trustee to delegate the authority to implement Discrete Investment Decisions to a person specified by the Trustee;

(b) the restrictions on the Corporation, the Trustee and the DPSP CAP Committee referred to in subparagraph 27(a) concerning Discrete Investment Decisions shall not apply to any investment decisions involving the purchase or sale of, or other dealings in, Common Shares by the Plan or the purchase or sale of, or other dealings in, Class A Non-Voting Shares by the Plan which do not relate to Discrete Investment Decisions;

(c) the Annual Allocation, which is required by the Plan Participants to be allocated to the CTC Share Fund, shall be used by the Trustee to purchase Class A Non-Voting Shares through the TSX as soon as reasonably possible following receipt by the Trustee of such contributions with minimal disruption to the market price of Class A Non-Voting Shares and generally by investing an approximately equal percentage of such contributions on each business day which occurs during the 20 calendar days following receipt by the Trustee of such contributions;

(d) the purchase or sale of Class A Non-Voting Shares which constitute Discrete Investment Decisions but do not involve the initial investment of Annual Allocation shall be made by the Trustee through the TSX as soon as reasonably possible following receipt by the Trustee of advice concerning individual elections made by Participants, Participants achieving a specified age or changes in the employment status of persons who become or cease to be employees which require the Plan to purchase or sell Class A Non-Voting Shares, with minimal disruption to the market price of Class A Non-Voting Shares;

(e) no purchases by the Trustee of Class A Non-Voting Shares pursuant to subparagraphs 27(c) or (d) may be made if such purchases would not be permitted in conjunction with a normal course issuer bid by the Corporation and the Corporation must advise the Trustee of any such restrictions.

28. Substantially all of the rights and responsibilities relating to the management and investment of the Trust Property have been delegated by the Trustee to the DPSP CAP Committee, as set out in the Trust Deed, which states, among other things, that the DPSP CAP Committee has the right, to the extent permitted at law, to direct the Trustee as to the manner in which the Trust Property of the Funds are to be managed and investment decisions are to be made or restricted pursuant to the Trust Deed, excluding any management of the Trust Property or investment decisions in relation to Discrete Investment Decisions.

29. As a result, since the Transfer Date, Discrete Investment Decisions have been executed automatically on a frequent basis by Sun Life, as the Insurer under the Group Annuity Policy, without any involvement of the DPSP CAP Committee Members in determining the amount, timing, price or manner of execution of such trades or the choice of the broker through which such trades are made other than in relation to a Discrete Investment Decision precipitated by a DPSP CAP Committee Member in his or her capacity as a Plan Participant.

30. The DPSP CAP Committee does not become aware of any Discrete Investment Decisions made under the Plan other than as a result of receiving reports thereon after the implementation of the Discrete Investment Decisions and in the ordinary course of fulfilling its responsibilities or as a result of Discrete Investment Decisions precipitated by a DPSP CAP Committee Member in his or her capacity as a Plan Participant.

31. The DPSP CAP Committee Members have certain rights related to the Common Shares and the Class A Non-Voting Shares which are similar to the rights they had as individual trustees under the Plan immediately prior to the Transfer Date, including the right to direct the Trustee as to the manner in which the Common Shares and Class A Non-Voting Shares are voted at any meeting of the shareholders of the Corporation (the Voting Rights).

32. The Voting Rights attributed to the Common Shares and Class A Non-Voting Shares which are voted by the Trustee, at the direction of the DPSP CAP Committee, are set out below:

(a) the holders of Common Shares are entitled to vote at all meetings of holders of Common Shares and to vote on the election of 13 of the 16 directors (assuming the number of directors remains at 16) to be elected at any meeting of shareholders and on the appointment of auditors. Each Common Share carries one vote; and

(b) the holders of Class A Non-Voting Shares are entitled to vote on the election of three of the 16 directors (assuming the number of directors remains at 16) at any annual meeting of shareholders of the Corporation. Each Class A Non-Voting Share carries one vote. With the exception of the entitlement to vote for the election of three directors, or if provided under applicable law, the holders of Class A Non-Voting Shares are not entitled to vote at any meeting of shareholders of the Corporation. However, the articles of the Corporation provide that in the event an offer to purchase Common Shares is made to all or substantially all of the holders of Common Shares or is required by law or by the TSX to be made to all holders of Common Shares in Ontario (other than an offer to purchase both Class A Non-Voting Shares and Common Shares at the same price per share and on the same terms and conditions) and a majority of the Common Shares then issued and outstanding are tendered and taken up pursuant to such offer, the Class A Non-Voting Shares shall thereupon and thereafter be entitled to one vote per share at all meetings of shareholders and thereafter the Class A Non-Voting Shares shall be designated as Class A Shares.

33. Notwithstanding the transfer of the Trust Property to Sun Life, and Sun Life acting as the Insurer of the Trust Property and Sun Life Trust acting as the Trustee under the Plan, the DPSP CAP Committee Members continue to exercise control and direction over the Common Shares and Class A Non-Voting Shares now held by Sun Life under the Group Annuity Policy, including the Voting Rights, which necessitates the Exemption Sought as contemplated herein.

34. Sun Life has agreed with the Corporation that it will comply, and will cause each of its affiliates to comply, with all securities laws and other legal requirements related to the Plan, the Plan documents and any securities of the Corporation held by Sun Life or an affiliate of Sun Life, including without limitation making application for any exemptions, rulings or other authorizations which are necessary for the operation of the Plan or the holding by Sun Life or any of its affiliates of any such securities, in each case where such compliance or application is required by Sun Life or an affiliate of Sun Life.

35. On December 14, 2012, Sun Life and Sun Life Trust issued a news release stating, among other things, that each is an “eligible institutional investor” as defined in National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, and each intends to file the alternative monthly reports contemplated by Part 4 of that Instrument. Accordingly, Sun Life and Sun Life Trust are not filers for purposes of this application.

36. The Corporation or the Trustee will maintain internal records for at least six years that are accurate and sufficiently detailed and comprehensive to evidence Discrete Investment Decisions and the acquisition, disposition and transfer of Class A Non-Voting Shares comprising the CTC Share Fund under the Group Annuity Policy. The Corporation will make such records available for inspection by the principal regulator on request.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

1. The DPSP CAP Committee Members are only exempt from the insider reporting requirements under the Legislation that would otherwise apply to such individuals relating to the acquisition and disposition of Class A Non-Voting Shares comprising the CTC Share Fund under the Group Annuity Policy (including any successor Group Annuity Policy) that:

(a) constitute Discrete Investment Decisions or distributions by the Corporation made in connection with the Corporation’s DRIP;

(b) do not reflect the exercise of any independent investment judgment by the DPSP CAP Committee Members; and

(c) have no involvement by the DPSP CAP Committee Members in determining the amount, timing, price or manner of execution of such trades or the choice of the broker through which such trades are made, other than in relation to the Discrete Investment Decisions precipitated by a DPSP CAP Committee Member in his or her capacity as a Plan Participant.

2. If the DPSP CAP Committee Members are involved in any decision by the Trustee to buy, sell or transfer securities and that involvement does not meet the criteria for the exemption from the insider reporting requirements described in paragraph 1 above:

(a) the DPSP CAP Committee Members will each file an insider report on SEDI in respect of that decision and, in the “general remarks” field of the report, will indicate that the report is being filed pursuant to this decision document and will refer to a document filed on SEDAR (under the Corporation’s profile) that provides adequate detail of the involvement. However, prior to filing such an insider report, the DPSP CAP Committee Members will each file the following insider reports on SEDI for the purposes of bringing their share balances on SEDI up to date:

(i) an insider report disclosing the total number of Class A Non-Voting Shares acquired since the DPSP CAP Committee Member’s last insider report on SEDI, with an average unit price of the securities acquired and using transaction code 99 or another applicable successor code,

(ii) an insider report disclosing the total number of Class A Non-Voting Shares disposed of since the DPSP CAP Committee Member’s last insider report on SEDI, with an average unit price of the securities disposed of and using transaction code 99 or another applicable successor code, and

(iii) the insider reports referred to in paragraphs 2(a)(i) and (ii) above will, in the “general remarks” field of the report, indicate that the report is being filed to bring the share balances up to date, indicate that the unit price reflects the average unit price of the securities acquired or disposed of, and refer to the above-mentioned document filed on SEDAR;

(b) the DPSP CAP Committee Members will record their involvement in that decision in the minutes of a meeting of the DPSP CAP Committee; and

(c) the Corporation will disclose the involvement in the management information circular (a Circular) related to the next annual meeting of shareholders of the Corporation;

3. In the Circular for each annual meeting of shareholders of the Corporation after the date of this decision (other than the annual meeting of shareholders to be held on May 8, 2014), the Corporation will:

(a) include a statement that the DPSP CAP Committee Members have the right to direct the Trustee as to the manner in which the Common Shares and Class A Non-Voting Shares comprising the CTC Share Fund are voted at any meeting of the shareholders of the Corporation;

(b) identify the Plan documents that have been filed on SEDAR; and

(c) include a summary description of:

(i) the Plan and the CTC Share Fund;

(ii) the number of Common Shares and Class A Non-Voting Shares comprising the CTC Share Fund under the control and direction of the DPSP CAP Committee, and the respective percentages those numbers represent of the total number of issued and outstanding shares of such class (this information must be given as of a specified date not more than thirty days prior to the date that the Corporation first sends the Circular to any securityholder of the Corporation);

(iii) the role of the Insurer, the Trustee and the DPSP CAP Committee Members with the Plan, the CTC Share Fund and any acquisition of securities in connection with the Corporation’s DRIP;

(iv) the Exemption Sought and the conditions to this decision, including the information about Plan trades which must annually be filed on SEDAR pursuant to the conditions to this decision and what insider reports must be filed on SEDI pursuant to paragraph 2 above,

(collectively, the information in paragraphs 3(a) through 3(c) above shall be referred to as the Circular Disclosure).

However, the Corporation may comply with this paragraph by incorporating by reference a stand-alone document containing the Circular Disclosure into the Circular, provided that:

A. the stand-alone document is filed on SEDAR (under the Corporation’s profile);

B. the Circular discloses that the stand-alone document is filed on SEDAR at www.sedar.com, the date it was filed and that, upon request, the Corporation will promptly provide a copy of the stand-alone document free of charge to a securityholder of the Corporation;

C. if there is any change in a material fact disclosed in the stand-alone document (including any change in the membership of the DPSP CAP Committee, but not including any change in the share data referred to in paragraph D below), the Corporation will file an updated stand-alone document when it files its next Circular and the updated stand-alone document will be incorporated by reference in the Circular;

D. the stand-alone document contains language directing the reader to the most recent Circular for the number of Common Shares and Class A Non-Voting Shares comprising the CTC Share Fund under the control and direction of the DPSP CAP Committee, and the respective percentages those numbers represent of the total number of issued and outstanding shares of such class; and

E. the Circular will directly include the information set out in paragraphs 3(a) and 3(c)(ii) above.

4. In the event the Corporation does not file a Circular in any calendar year, the Circular Disclosure will instead be required to be included or incorporated by reference in the Corporation’s annual information form or annual management’s discussion and analysis filed during that year.

5. The DPSP CAP Committee Members will make an annual filing on SEDAR (under the Corporation’s profile) no later than March 31 of each year (the Annual Filing). The Annual Filing will include:

(a) the total number of Class A Non-Voting Shares acquired under the Group Annuity Policy in the preceding calendar year period that have not been reported on SEDI, with an average unit price of the securities acquired;

(b) the total number of Class A Non-Voting Shares disposed of under the Group Annuity Policy in the preceding calendar year period that have not previously been reported on SEDI, with an average unit price of the securities disposed of;

(c) the information required by Form 55-102F2 Insider Report in narrative or chart form with the trading information limited to that set out in paragraphs 5(a) and (b) above; and

(d) a certificate signed by the DPSP CAP Committee Members certifying that the information in the Annual Filing (including any attached chart or spreadsheet) is accurate.

6. Forthwith after the Exemption Sought is granted,

(a) the Corporation will file a stand-alone document on SEDAR (under the Corporation’s profile) containing the Circular Disclosure; and

(b) the DPSP CAP Committee Members will each amend his or her last insider report filed on SEDI in respect of Class A Non-Voting Shares comprising the CTC Share Fund to disclose, in the general remarks field, that the insider has obtained exemptive relief from having to report certain trades on SEDI and will refer to the document described in paragraph 6(a) above that has been filed on SEDAR.

7. For greater certainty, to the extent that the DPSP CAP Committee Members:

(a) are otherwise reporting insiders of the Corporation, they will still be required to file insider reports in respect of securities of the Corporation or units of the CTC Share Fund that they directly or indirectly beneficially own, or have control or direction over (other than the securities that they have control or direction over solely in their capacity as DPSP CAP Committee Members and that meet the criteria for the exemption from the insider reporting requirements described in paragraph 1 above) and the Exemption Sought will not apply to such securities of the Corporation and units of the CTC Share Fund; or

(b) are not otherwise reporting insiders of the Corporation, they will not be required to file insider reports in respect of securities of the Corporation or units of the CTC Share Fund that they directly or indirectly beneficially own, or have control or direction over (other than the securities that they have control or direction over solely in their capacity as DPSP CAP Committee Members and that are subject to the condition in paragraph 2 above).

8. For greater certainty, the Exemption Sought does not represent an exemption from any provision in the Legislation prohibiting, or imposing liability for, improper insider trading.

9. In the event of a material change to the terms of the Plan which relates in a substantial manner to Discrete Investment Decisions or the role of DPSP CAP Committee Members with respect to Discrete Investment Decisions, this decision will expire 60 days from the date of such material change.

As to the Exemption Sought from the insider reporting requirements in the Securities Act (Ontario):

“James Turner” “Edward P. Kerwin”

Vice-Chair

Ontario Securities Commission

Commissioner

Ontario Securities Commission

As to the Exemption Sought (other than from the insider reporting requirements in the Securities Act (Ontario)):

“Shannon O’ Hearn”

Manager, Corporate Finance

Ontario Securities Commission