Canada Cooperatives Regulations

35.1 (1) For the purpose of subparagraph (b)(v) of the definition solicit or solicitation in subsection 163(1) of the Act, a solicitation does not include a public announcement that is made by

• (a) a speech in a public forum; or

• (b) a press release, an opinion, a statement or an advertisement provided through a broadcast medium or by a telephonic, electronic or other communication facility, or appearing in a newspaper, a magazine or other publication generally available to the public.

(2) For the purpose of subparagraph (b)(vii) of the definition solicit or solicitation in subsection 163(1) of the Act, the prescribed circumstances are circumstances in which the communication is made to shareholders

• (a) by one or more shareholders and concerns the business and affairs of a cooperative — including its management or proposals contained in a management proxy circular — if no form of proxy is sent to those shareholders by the shareholder or shareholders making the communication or by a person acting on their behalf;

• (b) by one or more shareholders and concerns the organization of a dissident proxy solicitation, and no form of proxy is sent to those shareholders by the shareholder or shareholders making the communication or by a person acting on their behalf;

• (c) as clients, by a person who gives financial, corporate governance or proxy voting advice in the ordinary course of business and concerns proxy voting advice if

  • (i) the person discloses to the shareholder any significant relationship with the cooperative and any of its affiliates and any material interests the person has in relation to a matter on which advice is given,

  • (ii) the person receives any special commission or remuneration for giving the proxy voting advice only from the shareholder or shareholders receiving the advice, and

  • (iii) the proxy voting advice is not given on behalf of any person soliciting proxies or on behalf of a nominee for election as a director; or

• (d) by a person who does not seek directly or indirectly, the power to act as proxy for a shareholder.

(3) The circumstances described in paragraph (2)(a) are not prescribed circumstances if the communication is made by

• (a) a shareholder who is an officer or director of the cooperative, or who serves in a similar capacity, if the communication is financed directly or indirectly by the cooperative;

• (b) a shareholder who is a nominee or who proposes a nominee for election as a director, if the communication relates to the election of directors;

• (c) a shareholder whose communication is in opposition to an amalgamation, arrangement, consolidation or other transaction recommended or approved by the board of directors of the cooperative and who is proposing or intends to propose an alternative transaction to which the shareholder or an affiliate or associate of the shareholder is a party;

• (d) a shareholder who, because of a material interest in the subject-matter to be voted on at a shareholders meeting, is likely to receive a benefit from its approval or non-approval, which benefit would not be shared pro rata by all other holders of the same class of shares, unless the benefit arises from the shareholder’s employment with the cooperative; or

• (e) any person acting on behalf of a shareholder described in any of paragraphs (a) to (d).