Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - Reliefallowing the delivery of certain proxy materials to non-registeredsecurity holders by electronic means - three-year sunset period.

ApplicableProvisions

NationalPolicy Statement 41, Part VIII.

INTHE MATTER OF

THESECURITIES LEGISLATION OF

BRITISHCOLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA,

ONTARIO,QUÉBEC, NOVA SCOTIA, PRINCE EDWARD ISLAND, NEW BRUNSWICK,

NEWFOUNDLANDAND LABRADOR, NORTHWEST TERRITORIES,

YUKONTERRITORY, AND NUNAVUT

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

COMPUTERSHARETRUST COMPANY OF CANADA

MRRSDECISION DOCUMENT

WHEREASthe local securities regulatory authority or regulator (the "DecisionMaker"), in British Columbia, Alberta, Saskatchewan, Manitoba,Ontario, Québec, Nova Scotia, Prince Edward Island, NewBrunswick, Newfoundland and Labrador, the Northwest Territories,Nunavut, and the Yukon Territory (collectively, the "Jurisdictions")has received an application from Computershare Trust Company ofCanada ("Computershare"), as an interested company, for a decisionunder the securities legislation, regulations, rules and/or policiesof the Jurisdictions (the "Legislation") that: (i) ParticipatingIssuers (as defined below), and (ii) Participating Intermediaries(as defined below), on whose behalf Computershare delivers Proxy-RelatedMaterials (as defined below) using the Computershare ElectronicDelivery Procedures (as defined below), be exempt from requirementsof the Legislation that delivery of such Proxy-Related Materialsbe made by prepaid mail, postage-paid first class mail, personaldelivery, or similar forms of delivery as applicable (the "PaperDelivery Requirements");

ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System") the Alberta Securities Commissionis the principal regulator for this application;

ANDWHEREAS Computershare has represented to the DecisionMakers that:

1.Computershare is a trust company organized under the laws of Canada.It is not a reporting issuer, or its equivalent, in any provinceor territory of Canada;

2.Computershare is a "service company" for the purposes of NationalPolicy Statement No. 41 ("NP 41") that provides shareholder communicationservices as agent for issuers or other persons and companies requiredby law to communicate with security holders;

3.in connection with a meeting (the "Meeting") of security holdersof a reporting issuer or the equivalent, Computershare proposesto deliver proxy-related materials, as defined in NP 41, and whereapplicable, a request for voting instructions in lieu of a formof proxy (collectively, the "Proxy-Related Materials"), to (i)the registered holders, as defined in NP 41, on behalf of suchreporting issuer or equivalent (the "Participating Issuer") and,(ii) the non-registered holders, as defined in NP 41, on behalfof certain intermediaries (the "Participating Intermediaries"),using Computershare electronic delivery procedures as describedin paragraph 3.4 below (the "Computershare Electronic DeliveryProcedures");

4.the material features of the Computershare Electronic DeliveryProcedures are as follows:

a)Computershare Electronic Delivery Procedures will be offered asan alternative to the Paper Delivery Requirements, and registeredand non-registered holders (collectively, the "Security Holders")of a Participating Issuer may choose to receive Proxy-RelatedMaterials in paper form delivered in accordance with the applicablePaper Delivery Requirements;

b)Participating Issuers will obtain advance consent of SecurityHolders, either in written paper format or electronically, fordelivery of Proxy-Related Materials under the Computershare ElectronicDelivery Procedures. Security Holders will be eligible to usethe Computershare Electronic Delivery Procedures only if theyprovide consent;

c)Computershare will, on behalf of a Participating Issuer, sendto Security Holders of such issuer, a consent in the form preparedby a Participating Issuer (the "Consent"). The form of Consentwill provide a detailed explanation of the Computershare ElectronicDelivery Procedures including the specific Proxy-Related Materialsthat will be available electronically, technical requirementsfor viewing such Proxy-Related Materials, the period of time thatsuch Proxy-Related Materials will be available and the steps thatthe Participating Issuer will take or cause Computershare to taketo give future notice that a document is being delivered by wayof the Computershare Electronic Delivery Procedures. SecurityHolders of Participating Issuers whose completed Consents arereceived by Computershare will be registered by Computersharefor the Computershare Electronic Delivery Procedures;

d)Computershare anticipates delivering written paper format Consentsto all new Security Holders of a Participating Issuer and to existingSecurity Holders of a Participating Issuer (other than those SecurityHolders that have previously registered for the ComputershareElectronic Delivery Procedures) in connection with the deliveryof Proxy-Related Materials;

e)additionally, once Computershare has completed certain systemenhancements, Security Holders of a Participating Issuer willhave the option of delivering a Consent electronically, eitherthrough the Computershare Web site or Participating Issuer's Website. In order to provide an electronic Consent, a Security Holdermust use the unique, confidential personal identifier number assignedto such Security Holder by Computershare;

f)on the date that Proxy-Related Materials are to be mailed to aParticipating Issuer's Security Holders in accordance with therequirements of the Legislation, Computershare will send noticeeither in writing or electronically (the "Delivery Notice") toa Security Holder registered under the Computershare ElectronicDelivery Procedures that such Proxy-Related Materials are availableelectronically at the Participating Issuer's Web site;

g)a Security Holder will be able to access, view and download therelevant Proxy-Related Materials at a Participating Issuer's Website by following the detailed instructions contained in the DeliveryNotice;

h)Security Holders may choose not to participate in the ComputershareElectronic Delivery Procedures at any time by revoking their Consent,either in writing or electronically. If in connection with thesending of any Delivery Notice Computershare receives notice thatdelivery to a Security Holder was not successful, Computersharewill deliver the relevant Proxy-Related Materials to such SecurityHolder in accordance with the applicable Paper Delivery Requirements;

i)For secure processing, Computershare uses SSL (Secure Socket Layer)128-bit encryption on the Computershare Web site;

j)in order to enrol for the Computershare Electronic Delivery Procedures,a Security Holder must use a unique, confidential identifier providedto it in the Consent Notice to access an enrollment screen onthe Computershare Web site; after Security Holder validation,the Security Holder must provide its e-mail address to completeenrollment;

k)the Computershare Web site's enrolment system provides instructionsin English and French and is available 24 hours a day;

l)on the date that Proxy-Related Materials are to be mailed to aParticipating Issuer's registered holders in accordance with therequirements of the Legislation, a Security Holder that is enrolledfor Computershare Electronic Delivery Procedures will receivefrom Computershare an e-mail notification (the "Delivery Notice")that such Proxy-Related Materials are available electronicallyat the Participating Issuer's URL Web site (the "ParticipatingIssuer Web Site");

m)the Security Holder will be able to access, view and downloadthe relevant Proxy-Related Materials at the Participating IssuerWeb Site by following the detailed instructions contained in theDelivery Notice;

n)in the event of e-mail notices to Security Holders returned asundeliverable, Computershare will deliver the relevant Proxy-RelatedMaterials to the Security Holder in accordance with the applicablePaper Delivery Requirements, and notify the Security Holder ofthe attempted delivery through the Computershare Electronic DeliveryProcedures, requesting an updated or current e-mail address tobe provided back to Computershare to update the Security Holderaccount;

5.the Computershare Electronic Delivery Procedures do not meet thePaper Delivery Requirements applicable to certain Proxy-RelatedMaterials which must be delivered to Security Holders; however,the Computershare Electronic Delivery Procedures will comply withthe principles set out in National Policy 11-201 - Delivery ofDocuments by Electronic Means, and with the delivery requirementsfor applicable Proxy-Related Materials under proposed NationalInstrument 54-101 - Communication with Beneficial Owners of Securitiesof a Reporting Issuer;

6.the Computershare Electronic Delivery Procedures are functionallyequivalent to delivering the Proxy-Related Materials in accordancewith the Paper Delivery Requirements, because they appropriatelyaddress the elements of notice, access, evidence of delivery andnon-corruption or alteration of documents in the delivery process;

7.the Computershare Electronic Delivery Procedures improve the efficiencyand competitiveness of the Canadian system for shareholder communications;

8.markets in Canada and the United States of America (the "U.S.")are increasingly interdependent and electronic delivery and votingis already available to Canadian security holders of U.S. issuers;

9.the proposed Computershare Electronic Delivery Procedures arewell accepted and field-tested in the U.S. market;

ANDWHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision");

ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;

THEDECISION of the Decision Makers under the Legislationis that, with respect to a Meeting:

(1)a Participating Issuer be exempt from the requirements of theLegislation to send Proxy-Related Materials to its registeredholders in accordance with the Paper Delivery Requirements whereComputershare, on behalf of the Participating Issuer, deliverssuch Proxy-Related Materials to the Security Holders of the ParticipatingIssuer under the Computershare Electronic Delivery Procedures;and

(2)a Participating Intermediary be exempt from the requirement ofthe Legislation to send Proxy-Related Materials to non-registeredholders of a Participating Issuer in accordance with the PaperDelivery Requirements where Computershare, on behalf of the ParticipatingIntermediary, sends such Proxy-Related Materials to such non-registeredholders under the Computershare Electronic Delivery Procedures;

providedthat this MRRS Decision Document shall terminate on the day thatis three years after the date hereof.

February20, 2002.

"GlendaA. Campbell"       "David W. Betts"