Section 147 — Canada Business Corporations Act: Definitions

In this Part, form of proxy means a written or printed form that, on completion and execution or, in Quebec, on signing by or on behalf of a shareholder, becomes a proxy; ( formulaire de procuration ) intermediary means a person who holds a security on behalf of another person who is not the registered holder of the security, and includes a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction; a securities depositary; a financial institution; in respect of a clearing agency, a securities dealer, trust company, bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominees hold securities of an issuer; a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act ; a nominee of a person referred to in any of paragraphs (a) to (e); and a person who carries out functions similar to those carried out by individuals or entities referred to in any of paragraphs (a) to (e) and that holds a security registered in its name, or in the name of its nominee, on behalf of another person who is not the registered holder of the security. ( intermédiaire ) proxy means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; ( procuration ) registrant [Repealed, 2001, c. 14, s. 67] solicit or solicitation includes a request for a proxy whether or not accompanied by or included in a form of proxy, a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy, the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and the sending of a form of proxy to a shareholder under section 149; but does not include the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder, the performance of administrative acts or professional services on behalf of a person soliciting a proxy, the sending by an intermediary of the documents referred to in section 153, a solicitation by a person in respect of shares of which the person is the beneficial owner, a public announcement, as prescribed, by a shareholder of how the shareholder intends to vote and the reasons for that decision, a communication for the purposes of obtaining the number of shares required for a shareholder proposal under subsection 137(1.1), or a communication, other than a solicitation by or on behalf of the management of the corporation, that is made to shareholders, in any circumstances that may be prescribed; ( sollicitation ) solicitation by or on behalf of the management of a corporation means a solicitation by any person pursuant to a resolution or instructions of, or with the acquiescence of, the directors or a committee of the directors. ( sollicitation effectuée par la direction ou pour son compte )