Trust and Loan Companies Act

Marginal note:Shareholder’s proposal

• 146 (1) A shareholder entitled to vote at an annual meeting of shareholders of a company may

  • (a) submit to the company notice of any matter that the shareholder proposes to raise at the meeting; and

  • (b) discuss at the meeting any matter in respect of which the shareholder would have been entitled to submit a proposal.

• Marginal note:Management proxy

  (2) A company that solicits proxies shall, in the management proxy circular required by subsection 160.05(1), set out any proposal of a shareholder submitted for consideration at a meeting of shareholders or attach the proposal to the management proxy circular.

• Marginal note:Shareholder’s statement

  (3) If so requested by a shareholder who submits a proposal to a company, the company shall include in the management proxy circular, or attach thereto, a statement by the shareholder of not more than two hundred words in support of the proposal and the name and address of the shareholder.

• Marginal note:Nominations for directors

  (4) A proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than 5 per cent of the shares or 5 per cent of the shares of a class of shares of the company entitled to vote at the meeting to which the proposal is to be presented.

• Marginal note:Conditions precedent for proposals

  (5) A company is not required to comply with subsections (2) and (3) if

  • (a) the proposal is not submitted to the company at least ninety days before the anniversary date of the previous annual meeting of shareholders;

  • (b) it clearly appears that the proposal is submitted by the shareholder primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the company or its directors, officers or security holders, or primarily for the purpose of promoting general economic, political, racial, religious, social or similar causes;

  • (c) the company, at the shareholder’s request, included in a management proxy circular a proposal relating to a meeting of shareholders held within two years preceding the receipt of the request, and the shareholder failed to present the proposal, in person or by proxy, at the meeting;

  • (d) substantially the same proposal was submitted to shareholders in a management proxy circular or a dissident’s proxy circular relating to a meeting of shareholders held within two years preceding the receipt of the shareholder’s request and the proposal was defeated; or

  • (e) the rights conferred by subsections (1) to (4) are being abused to secure publicity.

• Marginal note:Immunity for proposal and statement

  (6) No company or person acting on behalf of a company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3).