Notice and Access

Canada’s National Instrument 54-101 and 51-102 enables issuers to limit the amount of physical material included in a proxy mailing package thereby reducing the printing and postage costs associated with your securityholder meeting.

Notice-and-Access provisions came into effect in 2013. These rules give issuers the opportunity to mail a single notice with their proxy that outlines their meeting details and provides information on how to access the proxy materials online.

Benefits of Utilizing Notice-and-Access

• Reducing your company’s carbon footprint by reducing printed and shipped materials.
• Cost savings due to fewer printed booklets and cheaper postage rates.

Important Considerations for Notice-and-Access

Review whether the business corporations act your company follows allows for use of Notice-and-Access. Some acts require that an Information Circular be mailed when proxies are solicited, and when Annual Financial Statements are mailed to securityholders.

• The Record Date for the meeting must be no fewer than 40 calendar days prior to the meeting date (NI 54-101 section 2.7.8.)
• The mailing date must be no fewer than 30 calendar days prior to the meeting date (NI 54-101 sections 2.9 and 2.12)
• Abridgement of timelines cannot be used for an issuer using Notice-and-Access for the first time.
• Printed copies of the Notice of Meeting and Management Information Circular are still required (at greatly reduced quantities) due to standing instructions in place from the securityholder.
• Securityholders have the right to request a full proxy package at no charge for a period of one year following the meeting.
• The proxy materials are required to be posted to a non-SEDAR website for a period of one year following the mailing date.
• A Notice-and-Access mailing must contain: a Proxy or Voting Instruction Form, Notice, and if applicable, a Request Form for a paper copy of the reporting issuer’s Financial Statements and MD&A.
• A toll-free telephone number is required to allow securityholders to either ask questions about Notice-and-Access or request a full set of material.
• Requests for material must be fulfilled within three business days prior to the meeting date, and within ten business days following the meeting, for up to a period of one year.

Odyssey can assist with all your Notice-and-Access requirements. Please reach out to your Account Director if you would like more information.