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TSX Seeks Comments on Restricting Inducement Compensation

Published: Wednesday, 23 February 2011

February 2011  - The Toronto Stock Exchange (TSX) proposes to limit the security-based compensation that can be issued, without shareholder approval, to officers as an inducement to enter into employment with the issuer.

Currently, subsection 613(c) of the TSX Company Manual provides that no shareholder approval is required if the securities issuable to an officer as an employment inducement do not exceed 2% of the number of securities outstanding. The TSX is concerned that the limit of 2% per person could result in excessive dilution without shareholder approval, particularly if several officers are issued securities as part of a corporate reorganization.

Pursuant to the proposal, no shareholder approval will be required if the aggregate number of securities made issuable to officers as employment inducements in any 12-month period does not exceed 2% of the number of securities outstanding, prior to the date this exemption is first used during such 12-month period.

Comments on the proposed amendments should be in writing and delivered by March 7, 2011 to:

Michal Pomotov
Legal Counsel, Toronto Stock Exchange
The Exchange Tower, 130 King Street West, Toronto, Ontario M5X 1J2
Fax: (416) 947-4461 | tsxrequestforcomments@tsx.com

A copy should also be provided to:

Susan Greenglass
Director Market Regulation, Ontario Securities Commission
20 Queen Street West, Toronto, Ontario M5H 3S8
Fax: (416) 595-8940 | marketregulation@osc.gov.on.ca

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