On February 11, 2013, new amendments to National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer and to National Instrument 51-102 Continuous Disclosure Obligations came into force, providing reporting issuers with a new notice-and-access procedure to send proxy-related materials to registered holders and beneficial owners of securities.

Under notice-and-access, a reporting issuer can now deliver proxy-related materials by:

  • posting the relevant information circular and the other proxy-related materials on a website other than Sedar (in addition to filing them on the Sedar website); and
  • sending a notice informing securityholders that the proxy-related materials have been posted on the internet, and explaining how to access them, accompanied by the relevant voting document.

The amendments also allow a reporting issuer to use notice-and-access to send its annual financial statements and annual MD&A.

Fasken Martineau’s M&A practice group has issued bulletins summarizing the notice-and-access amendments, identifying key considerations, including corporate law restrictions, for issuers, and reporting recent guidance with respect to corporate law restrictions provided by Corporations Canada and provincial securities regulators.