Securities Transfer Association of Canada 1 Presenters: Bill Speirs – President Terry Martinuk – Director Bob Mackenzie - Director STAC Recommendations to CSA NI Committee January 24, 2008

Securities Transfer Association of Canada 2 NI Objective: Reasonable Cost Issue: Mandatory receipt of complete non-objecting beneficial owner (NOBO) files Challenges: Average NOBO file: 50% want all material 40% want special meeting material 10% do not want any material Impact: 100% average increase in data costs for annual general meetings (AGMs) Solution: Require intermediaries to supply data as per search request Benefits: Immediate reduction in file cost Purchase of non-material data no longer required Enhanced flexibility as issuers can select data as required Possibility of Broadridge being able to reduce suppression fees Reduced fees for non-useful information and move towards reasonable costs

Securities Transfer Association of Canada 3 NI Objective: Equitable treatment for all shareholders Issue: Legal proxy Challenges: Complex process Not fully understood by beneficial owners Unduly lengthy process Legal proxies usually received after proxy cut-off – or not at all Impact: Makes it difficult for shareholders to vote their shares Solution: Eliminate the legal proxy concept Benefits: Existing proxy appointee process is more efficient and provides identical rights to legal proxy Proxy appointee process mirrors process for registered shareholders and is more equitable Decreases chance of disenfranchisement due to logistics of paper movement for OBOs and NOBOs

Securities Transfer Association of Canada 4 Issue: Voting Instruction Form (VIF) Challenges Multiple forms Lack of clarity of voting process Complex process for shareholders who want to attend and vote at AGMs Impact : Increased cost Does not meet the Canadian Coalition for Good Governance (CCGG) goals Disenfranchisement at AGM Solution : Implement use of Omnibus Legal Proxy Benefits: Reduction in costs Enhanced clarity – easier to read, understand and tabulate Improved opportunity for issuer branding Enables NOBOs to effectively become proxy holders with the same status and rights as registered holders Standard process for large groups of beneficial and registered holders More efficient and timely process NI Objective: Reasonable cost and efficiency

Securities Transfer Association of Canada 5 Issue: Increased objecting beneficial owner (OBO) delivery charges by Broadridge of issuer mailings directed to non-objecting beneficial owners (NOBOs) Challenge: 25% increase in cost per OBO to about $1.25 Impact: Discourages issuers from mailing directly to NOBOs Material waste if Broadridge refuses to mail to OBOs Increase in number of issuers who refuse to pay for delivery to OBOs In 2007, about 800 issuers refused to pay for delivery to OBOs Disenfranchisement of a group of holders Irritation and dissatisfaction among issuers over Broadridge pricing Solution: Beneficial holder data should be available to all service providers at the same cost regardless of issuer elections Benefits: Increased delivery to OBOs Additional retail voting More efficient marketplace and reasonable costs NI Objective: Reasonable cost and efficiency

Securities Transfer Association of Canada 6 Issue: Lack of control over Broadridge fees Challenge: 81% average increase in Broadridge fees since 2004 Impact: Issuers feel forced to use Broadridge to control costs Rising fees act as a barrier to entry Makes it uneconomical for some providers to invest in the necessary technology Solution: Introduce price controls or make data available to all issuers and their service providers at the same rate Look to other jurisdictions for comparable rates Benefits: Enhanced control over fees and more reasonable costs Improved marketplace efficiency through the addition of new vendors Faster delivery times NI Objective: Reasonable cost

Securities Transfer Association of Canada 7 NI Objective: Efficiency and reasonable cost Issue: NI provides for the use of an Abridge Time feature to reduce effort and costs of two search processes Challenge: A "special handling" charge is applied by Broadridge to those issuers who choose to use the abridging feature Impact: Small issuers – who could use abridging to reduce costs – often do not use this feature as result of the "special handling" charge Dissatisfaction with the process Higher costs for small issuers Solution: Ensure issuers who are able to comply with the abridging requirements are not financially penalized for doing so Benefits: Reduced costs Improved efficiency as only one search is required

Securities Transfer Association of Canada 8 NI Broadridge Price Increases: Number of beneficial holders for each issuer Percentage price increase