ECM Panel Discussion

Introduction Canadian Equity Issuance Has Been ~$50 Billion Annually On Average Equity Issuance ($ billions) 1 As of August 5, 2016. 1 Yield issuance consists of convertible debentures, preferred shares, trust units, retail structured products and common shares paying a yield greater than 4.0%.

Introduction ECM Team Responsibilities Canadian Equity Issuance Breakdown Since 2010 By Equity Product By Sector ~2,600 issues $330 billion raised Bought Deals vs Marketed Deals IPOs vs Follow-on Issuance As of August 5, 2016.

Introduction Equity Markets Structure Private Public Corporate Issuers Investment Banking Sales, Trading and Research ECM Corporate Issuers Buy Side Clients

Introduction ECM - Origination Works closely with investment banking to ‘originate’ and pitch new issue opportunities to corporate clients Located on the equity trading floor, and interact frequently with sales & trading to stay current on market trends, trading flows, and investor sentiment Provide coverage for corporate clients Originators have specific sector responsibilities Provide market colour / updates, advice and specific financing proposals Advise on appropriate equity product, structure, pricing, timing, and expected market reaction

Introduction ECM - Syndication Work closely with origination professionals to determine structure, pricing and timing of new issues Maintain relationship with other Canadian investment dealers Stabilize following a new issue Manage relationship with retail brokerage network When acting as bookrunner, determine institutional and retail allocations on behalf of syndicate

Issuer decides to raise equity financing Introduction Process and Responsibilities of a Follow-on Bought Equity Transaction in Canada Structuring & Preparation Pre-Deal Phase 1 2 Syndication 3 The Launch 4 Post Launch 5 Discussions between client and Equity Origination group Discuss potential transaction with Bookrunners and determine / prepare: Issuer and Bookrunners agree on offering terms Sales to institutional and retail investors Allocate books Reflect interest in offering; continuous dialogue between syndicate desks Appoint Bookrunner(s) Press release issued Lead Bookrunner arranges syndicate call File preliminary prospectus Recommendations on size, timing and terms Offering documentation (term sheet, bid package, prospectus) Investor presentation (if required) Discussions with Equity Syndication group on market conditions and potential terms Due diligence call with syndicate members after launch Syndicate members agree on transaction terms and accept their position in the offering Receive comments and file final prospectus Closing Issuer decides to raise equity financing

Marketing and Regulatory Review Introduction Indicative IPO Timeline While an IPO on the TSX can be completed in less than 3 months, a well- prepared issuer can accelerate the timing Key Milestones Planning Marketing and Regulatory Review Pricing and Closing Week: 1 2 3 4 5 6 7 8 9 10 11 Planning Stage   Resolve key planning issues Draft Preliminary Prospectus Finalize financial statements Due diligence Syndicate meeting and due diligence session ● Board approval of Preliminary Prospectus File Preliminary Prospectus & press release Marketing and Review Stage Prepare marketing materials and road show Prospectus review by securities commissions “Dry run” presentation to institutional sales force Institutional one-on-one meetings Retail broker presentations Receipt / resolution of prospectus comments Pricing and Closing Final Due Diligence session Pricing of the Offering Filing of Final Prospectus / Execute underwriting agreement Press Release and Closing

Wall-Cross Process (Illustrative*) Date Activity Week 1 Select lead underwriter Lead underwriter due diligence Draft documentation (NDA, share purchase agreement, marketing materials, prospectus) Week 4, Day 1 Execute SPAs Syndicate bought deal Press release transaction, halt shares and commence marketing Week 2 (May be expedited) Finalize marketing materials and private placement documentation Continue drafting prospectus and information circular Week 4, Day 2 to 5 Finalize prospectus and underwriting agreement Week 3, Day 1 7:30 a.m. Launch private placement process Contact public side investors Distribute no-name NDAs Week 4, Day 5 Due diligence with full syndicate Execute underwriting agreement File preliminary prospectus Week 3, Day 2 Execute NDAs Schedule conference calls and one-on-one meetings Week 6 Bring-down due diligence File final prospectus Week 3, Day 3 Conference calls and meetings with investors Receive indications of interest Negotiate SPAs Week 7 Final due diligence Close * Assumes concurrent private and public transaction.

Allocations Approach to Allocations Typically all accounts that place an order receive an allocation Accounts are bucketed into “percentage fills” Very large orders receive large fills on a “number of shares” basis, but not always on a “percentage of order” basis Retail typically allocated 15% - 25% of a transaction at launch, unless the deal will be retail driven (eg. REITs or preferred shares) Closing of institutional books: Afternoon launch: Books will typically close the morning after the launch (ie. 8:30am) Morning launch: Books will typically close at 9:15am Allocations should be disseminated before the market opens, so decisions need to be made quickly In large transactions, or commodity related offerings, there can be a “first come, first served” component with an earlier order deadline