##### 



EXHIBIT 2
 
 MERIDIAN GOLD INC.
NOTICE OF MEETING
  1.
    
    to receive the consolidated financial statements of the Corporation for the financial year
ended
December 31, 2005 and the auditors report on the consolidated financial statements;
 2.
    
    to elect directors to the board of directors of the Corporation (the Board of
Directors);
 3.
    
    to reappoint KPMG LLP as auditors of the Corporation and to authorize the Board of Directors
to fix their remuneration; and
 4.
    
    to transact any other business that may properly come before the Meeting.
 If you cannot attend the Meeting in person, please complete and return the enclosed proxy
in the envelope provided. Proxies must be received by the Corporations registrar and transfer
agent, Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto,
Ontario, M5J 2Y1 Canada, by 5:00 p.m. Eastern Daylight Time (EDT) on May 12, 2006.




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##### 



TABLE OF CONTENTS
 Appointment of Proxyholder
    
    
    3Exercise of Vote by Proxy
    
    
    3Voting By Beneficial Shareholders
    
    
    4Revocability Of Proxy
    
    
    4Interest Of Certain Persons Or Companies In Matters To Be Acted Upon
    
    
    4Voting Securities And Principal Holders Of Voting Securities
    
    
    4Election Of Directors
    
    
    5Nominees For Election To The Board Of Directors
    
    
    5Statement Of Corporate Governance Practices
    
    
    7Board Mandate
    
    
    7Corporate Governance Guidelines
    
    
    7Code Of Ethics And Business Conduct Guidelines
    
    
    13Statement Of Executive Compensation
    
    
    14Summary Compensation
    
    
    14Long-Term Incentive Plan
    
    
    15Options And Restricted Shares Granted During The Most Recently Completed
Financial Year
    
    
    15Aggregated Option Exercises During The Most Recently Complete Financial Year And Financial
Year-
End Option Values
    
    
    15Defined Benefit Plans
    
    
    16Employment Contracts Between The Corporation And Named Executive Officers
    
    
    17Composition Of The Compensation Committee
    
    
    17Compensation Consultant Advice
    
    
    17The Report Of The Compensation Committee On These Matters Is Set Forth Below
    
    
    17Report On Executive Compensation
    
    
    17Performance Graph
    
    
    20Compensation Of Directors
    
    
    20Directors And Officers Liability Insurance
    
    
    21Securities Authorized For Issuance Under Equity Compensation Plans
    
    
    21Indebtedness Of Directors And Executive Officers
    
    
    21Interest Of Informed Persons In Material Transactions
    
    
    21Appointment Of Auditor
    
    
    22Directors Approval
    
    
    23




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##### 



MERIDIAN GOLD INC.
 MANAGEMENT INFORMATION CIRCULAR
 AND PROXY STATEMENT
 March 1, 2006
 This Management Information Circular and Proxy Statement (the Circular) is furnished in
connection with the solicitation of proxies by the management of Meridian Gold Inc. (Meridian or
the Corporation) for use at the Annual Meeting of Shareholders (or any adjournments thereof) of
the Corporation (the Meeting) to be held at 4:00 p.m. Eastern Daylight Time (EDT) on Tuesday, May
16, 2006, at the TSX Conference Centre located on the street level of the Exchange Tower, 130 King
Street West (northeast corner of King and York Streets), Toronto, Ontario, Canada (business attire
required) for the purposes set forth in the accompanying Notice of Meeting.
 To be effective, proxies must be received
before 5:00 p.m. Eastern Daylight Time (EDT) on May 12, 2006 by Computershare Investor Services
Inc., 100 University Avenue, 9 th floor, Toronto, Ontario, Canada M5J 2Y1. Shareholders
whose shares are held by a nominee may receive either a voting instruction form or form of proxy
and should follow the instructions provided by the nominee.
 APPOINTMENT OF PROXYHOLDER
 Any shareholder has the right to appoint a person (who need not be a shareholder) other than the
persons designated in the enclosed form of proxy to attend and to vote and to act for and on behalf
of the shareholder at the Meeting. In order to do so, the shareholder may insert the name of such
other person in the blank space provided in the proxy, or use another form of proxy.
 EXERCISE OF VOTE BY PROXY




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##### 



VOTING BY BENEFICIAL SHAREHOLDERS
    REVOCABILITY OF PROXY
 Canada Business Corporations Act
 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
  VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES




---



##### 



Canada Business Corporations Act.
  ELECTION OF DIRECTORS
 Canada Business Corporations Act
 NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
 Director
    
    
    
    SharesName
    
    Municipality of Residence
    
    Since
    
    Age
    
    Owned(1)Richard P. Graff
    
    Evergreen, Colorado, USA
    
    2005
    
    59
    
    
    457Robert A. Horn
    
    Victoria, British Columbia, Canada
    
    2004
    
    62
    
    
    1,962Brian J. Kennedy
    
    Reno, Nevada, USA
    
    1996
    
    62
    
    
    291,835Christopher R. Lattanzi
    
    Toronto, Ontario, Canada
    
    1999
    
    68
    
    
    6,406Malcolm W. MacNaught
    
    Duxbury, Massachusetts, USA
    
    1997
    
    68
    
    
    12,962Gerard E. Munera
    
    Greenwich, Conneticut, USA
    
    2003
    
    70
    
    
    962Carl L. Renzoni
    
    Toronto, Ontario, Canada
    
    2000
    
    67
    
    
    5,962
 Notes
 (1)
    
    Information as to the number of shares of each class of voting shares of the
Corporation and any of the Corporations subsidiaries beneficially owned, directly or indirectly,
or over which control or direction is exercised, is not within the knowledge of management and has
been furnished by the respective nominees, as of March 1, 2006. These numbers include restricted
shares granted to the directors as part of their respective compensation arrangements. The
directors individually and collectively own less than 1 percent of the outstanding shares.




---



##### 



Meeting Attendance in 2005
 CorporateGovernance
    
    CompensationIndependent
    
    Board(4)
    
    Audit Committee
    
    Committee
    
    CommitteeDirector
    
    Director
    
    (8 meetings)
    
    (5 meetings)
    
    (2 meetings)
    
    (5 meetings)Eckersley, John A. (1)
    
    yes
    
    7 of 8
    
    
    
    2 of 2Graff, Richard P. (2)
    
    yes
    
    4 of 4
    
    1 of 1Horn, Robert A.
    
    yes
    
    8 of 8
    
    
    
    
    
    5 of 5Kennedy, Brian J. (3)
    
    no
    
    8 of 8Lattanzi, Christopher R.
    
    yes
    
    7 of 8
    
    5 of 5
    
    
    
    5 of 5MacNaught, Malcolm W.
    
    yes
    
    8 of 8
    
    
    
    
    
    5 of 5Munera, Gerard E.
    
    yes
    
    7 of 8
    
    5 of 5
    
    2 of 2Renzoni, Carl L.
    
    yes
    
    8 of 8
    
    5 of 5
    
    2 of 2
 Note:
 (1)
    
    Mr. Eckersley is not standing for reelection at the Meeting.(2)
    
    Mr. Graff did not join the Board until October 25, 2005, and
was therefore only eligible to attend 4 meetings.(3)
    
    Mr. Kennedy is not considered independent as he is the President and CEO of
the Corporation.(4)
    
    At 6 of the Board of Directors meetings all independent directors participated in a private
meeting without management or the non-independent director present.  CorporateDirector
    
    Audit
    
    Compensation
    
    GovernanceJohn A. Eckersley(2)
    
    
    
    
    
    ChairRichard P. Graff (1)
    
    XRobert A. Horn
    
    
    
    XChristopher R. Lattanzi
    
    X
    
    XMalcolm W. MacNaught
    
    
    
    ChairGerard E. Munera
    
    X
    
    
    
    XCarl L. Renzoni
    
    Chair
    
    
    
    X
 Note:
 (1)
    
    The Board has determined Mr. Graff has met the requirements
of financial expert and has designated him as the Audit Committee
financial expert.(2)
    
    Mr. Eckersley is not standing for reelection at the Meeting.  The Board of Directors unanimously recommends that each shareholder vote FOR the election of the
above nominees as Directors.




---



##### 



STATEMENT OF CORPORATE GOVERNANCE PRACTICES
  Board Mandate
 Board Responsibilities
  a)
    
    to the extent feasible, satisfying itself as to the integrity of the chief executive
officer (the CEO) and other executive officers and that the CEO and other executive
officers create a culture of integrity throughout the organization;b)
    
    adopting a strategic planning process and approving, on at least an annual basis, a
strategic plan which takes into account, among other things, the opportunities and risks
of the business;c)
    
    the identification of the principal risks of the Corporations business, and ensuring
the implementation of appropriate systems to manage these risks;d)
    
    succession planning (including appointing, training and monitoring senior
management);e)
    
    adopting a communication policy for the Corporation;f)
    
    the Corporations internal control and management information systems;g)
    
    developing the Corporations approach to corporate governance, including developing a
set of corporate governance principles and guidelines that are specifically applicable to
the Corporation; andh)
    
    monitoring compliance with the Corporations Code of Ethics and Business Conduct
Guidelines.
  Feedback from Stakeholders
  Director Responsibility
  Corporate Governance Guidelines
 Philosophy




---



##### 



The Board
  Board Meetings
   Corporate Governance
  I. Chairman of the Board
  II. Board Size and Composition
  i.e.,
 III. Director Independence




---



##### 



a)
    
    the director was an employee, or an immediately family member
of the director was an executive officer, of the Corporation;b)
    
    the director or an immediate family member of the director
received more than CDN$75,000 in direct compensation in any year, other than
director and committee fees and pension or other forms of deferred
compensation for prior service (provided such compensation is not contingent
on continued service) from the Corporation;c)
    
    the director was affiliated with, a partner of, or employed
by, or an immediate family member of the director was affiliated with, a
partner of, or employed in a professional capacity by, the Corporations
present or former internal or external auditor;d)
    
    the director or an immediate family member of the director
was employed as an executive officer of another company at any time where an
executive of the Corporation served on the compensation committee of such
other company;e)
    
    the director was an employee or executive officer, or an
immediate family member of the director was an executive officer of a company
that made payments to, or received payments from, the Corporation for property
or services in an amount which, in any single fiscal year exceeded the greater
of US$1 million, or 2% of such other companys consolidated gross revenues;
andf)
    
    the director was an executive officer of a charitable
organization that received contributions from the Corporation which, in any
single fiscal year exceeded the greater of US$1 million, or 2% of such
charitable organizations total annual charitable receipts.
  a)
    
    if a director is a director of an affiliate of the
Corporation provided that the director, except for such relationship, would be
considered to be independent with respect to both boards;b)
    
    if a director is a director or an officer of another company
which is indebted to the Corporation, or to which the Corporation is indebted,
and the total amount of either companys indebtedness to the other is less
than two percent of the total consolidated assets of the company he or she
serves as a director or as an officer; andc)
    
    if a director serves as an officer, director or trustee of a
charitable organization and the Corporations charitable contributions to the
organization are less than the greater of US$1 million dollars or 2% of that
organizations total annual charitable receipts.




---



##### 



IV. Director Recruitment and Retirement
   V. Election and Appointment of Directors
 Canada Business Corporations Act
 VI. Director Orientation and Continuing Education
  VII. Committee Structure
  VIII. Sessions of Outside Directors
  IX. Formal Evaluation of Chief Executive Officer




---



##### 



X. Succession Planning/Management Development
  XI. Access to Management and Independent Advisors
  XII. Director Compensation
  XIII. Director Share Ownership Guidelines
  XIV. Senior Executive Share Ownership Guidelines
    XV. Extensions of Credit




---



##### 



XVI. Board of Directors Self Assessment
  Board Committees




---



##### 



Code of Ethics and Business Conduct Guidelines




---



##### 



STATEMENT OF EXECUTIVE COMPENSATION
 Summary Compensation
  (1)
 Annual Compensation
    
    Long-term CompensationOther
    
    SecuritiesAnnual
    
    under
    
    Restricted
    
    All OtherNEO Name and
    
    
    
    
    
    
    
    
    
    
    
    Compen-
    
    Options
    
    Shares
    
    Compen-Principal Position
    
    Year
    
    Salary
    
    Bonus
    
    sation(2)(4)
    
    Granted(5)
    
    Granted(3)(5)
    
    sationBrian J. Kennedy
    
    2005
    
    $
    444,983
    
    
    $
    341,524
    
    
    $
    23,918
    
    
    
    50,855
    
    
    $
    383,096
    
    
    nilVice Chairman, President and
    
    2004
    
    $
    421,785
    
    
    $
    315,706
    
    
    $
    21,154
    
    
    
    62,487
    
    
    $
    307,818
    
    
    nilChief Executive Officer
    
    2003
    
    $
    421,785
    
    
    $
    218,084
    
    
    $
    17,289
    
    
    
    55,292
    
    
    $
    356,633
    
    
    nilPeter C. Dougherty
    
    2005
    
    $
    180,329
    
    
    $
    106,120
    
    
    $
    12,993
    
    
    
    15,800
    
    
    $
    119,028
    
    
    nilVice President, Finance &
    
    2004
    
    $
    171,271
    
    
    $
    100,078
    
    
    $
    10,981
    
    
    
    16,331
    
    
    $
    80,448
    
    
    nilChief Financial Officer
    
    2003
    
    $
    169,156
    
    
    $
    73,399
    
    
    $
    10,092
    
    
    
    15,798
    
    
    $
    101,897
    
    
    nilEdward H. Colt(6)
    
    2005
    
    $
    256,693
    
    
    $
    147,971
    
    
    $
    21,709
    
    
    
    22,371
    
    
    $
    122,686
    
    
    nilExecutive Vice President
    
    2004
    
    $
    266,322
    
    
    $
    160,390
    
    
    $
    19,210
    
    
    
    34,786
    
    
    $
    171,359
    
    
    nil2003
    
    $
    253,640
    
    
    $
    117,768
    
    
    $
    20,206
    
    
    
    31,596
    
    
    $
    203,794
    
    
    nilDarcy E. Marud
    
    2005
    
    $
    170,872
    
    
    $
    102,605
    
    
    $
    13,643
    
    
    
    14,971
    
    
    $
    112,784
    
    
    nilVice President Exploration
    
    2004
    
    $
    161,200
    
    
    $
    101,982
    
    
    $
    4,831
    
    
    
    21,971
    
    
    $
    108,228
    
    
    nil2003
    
    $
    133,631
    
    
    $
    38,779
    
    
    
    
    
    
    
    13,165
    
    
    $
    84,908
    
    
    nilEdgar A. Smith
    
    2005
    
    $
    173,947
    
    
    $
    104,452
    
    
    $
    13,426
    
    
    
    15,241
    
    
    $
    114,800
    
    
    nilVice President Operations
    
    2004
    
    $
    168,065
    
    
    $
    94,574
    
    
    $
    11,959
    
    
    
    19,089
    
    
    $
    94,027
    
    
    nil2003
    
    $
    160,062
    
    
    $
    71,117
    
    
    $
    34,595
    
    
    
    17,378
    
    
    $
    112,088
    
    
    nil
 Notes:
 
 1.
    
    All figures, other than numbers of options granted, are expressed in U.S. dollars.2.
    
    Consists of matching payments to a 401(k) Thrift Plan and non-qualified plan
established by a subsidiary of the Corporation. Excludes any perquisites and other
benefits not greater than the lesser of Cdn. $50,000 and 10% of the NEOs total annual
salary and bonus. In the case of Mr. Smith it also includes premiums associated with
expatriate agreements in 2003.3.
    
    Stated in terms of the dollar value (net of consideration paid by the Named Executive
Officers) of restricted shares (calculated by multiplying the closing market price of the
Corporations unrestricted shares on the date of grant by the number of restricted shares
awarded). At the end of the most recently completed financial year, the total number and
value of the aggregate holdings of restricted shares, calculated in accordance with the
foregoing is 67,639 and $1,212,400 respectively, of which 47,780 and $852,395 were granted
to the Named Executive Officers. All of these restricted shares vest in whole or in part
in less than 3 years and the vesting schedule is as follows: a third vested at each of the
first, second and third anniversaries. No dividends or dividend equivalents were declared
payable during the most recently completed financial year on the restricted shares
disclosed.4.
    
    Any amount of salary or bonus earned in any covered year that was foregone at the
election of the NEO under a program of the Corporation under which stock, stock-based or
other forms of non-cash compensation may be received in lieu of a portion of annual
compensation is reflected in the appropriate column of the table corresponding to the
relevant year.




---



##### 



5.
    
    None of the securities under Securities under Options Granted or Restricted Shares
Granted carry a right to receive dividends of a preferential or above-market rate.6.
    
    Mr. Colt ceased to be an officer of the Corporation upon his death on November 15,
2005. Subsequent to his death, the board approved an extension of the 2 year severance
benefit contained in his employment contract in the amount of $1,054,573.31 to be paid
over a period of no less than 5 years to his surviving spouse.
 Long-Term Incentive Plan
  Options and Restricted Shares Granted During the Most Recently Completed Financial Year
  Stock Options
    
    Restricted SharesPercent ofPercent of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    Market Value ofTotal
    
    
    
    
    
    Market Value
    
    
    
    
    
    
    
    
    
    Restricted
    
    SecuritiesOptions
    
    
    
    
    
    of Securities
    
    
    
    
    
    
    
    
    
    Shares
    
    UnderlyingStock
    
    Granted to
    
    
    
    
    
    Underlying
    
    
    
    
    
    Restricted
    
    Granted to
    
    RestrictedOptions
    
    Employees
    
    
    
    
    
    Options on the
    
    
    
    
    
    Shares
    
    Employees
    
    Shares on theGranted
    
    in Fiscal
    
    Exercise Price
    
    Date of Grant
    
    Expiration
    
    Granted
    
    in Fiscal
    
    Date of GrantNEO Name
    
    (#)
    
    Year
    
    (US$/Security)(1)
    
    (US$/Security)
    
    Date
    
    (#)
    
    Year
    

    (US$/Security)Brian J. Kennedy
    
    
    50,855
    
    
    
    18.6
    %
    
    $
    18.21
    
    
    $
    18.21
    
    
    July 29, 2015
    
    
    21,474
    
    
    
    31.7
    %
    
    $
    18.21Peter C. Dougherty
    
    
    15,800
    
    
    
    5.8
    %
    
    $
    18.21
    
    
    $
    18.21
    
    
    July 29, 2015
    
    
    6,672
    
    
    
    9.9
    %
    
    $
    18.21Edward H. Colt (2)
    
    
    22,371
    
    
    
    8.2
    %
    
    $
    18.21
    
    
    $
    18.21
    
    
    July 29, 2015
    
    
    6,877
    
    
    
    10.2
    %
    
    $
    18.21Darcy E. Marud
    
    
    14,971
    
    
    
    5.5
    %
    
    $
    18.21
    
    
    $
    18.21
    
    
    July 29, 2015
    
    
    6,322
    
    
    
    9.3
    %
    
    $
    18.21Edgar A. Smith
    
    
    15,241
    
    
    
    5.6
    %
    
    $
    18.21
    
    
    $
    18.21
    
    
    July 29, 2015
    
    
    6,435
    
    
    
    9.5
    %
    
    $
    18.21
 Notes:
 
 (1)
    
    Stock option exercise price and restricted share price are based on the closing price of the
common shares of the Corporation on the New York Stock Exchange on the trading day prior to the
grant.(2)
    

    Mr. Colt ceased to be an officer of the Corporation on November 15, 2005. Aggregated Option Exercises During the Most Recently Complete Financial Year and Financial
Year-End Option Values




---



##### 



Aggregate
    
    Unexercised Option at FY-
    
    Value of Unexercised in-the-Securities
    
    Value
    
    End
    
    Money Options at FY-EndAcquired on
    
    Realized
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableNEO Name
    
    Exercise (#)
    
    (US$)
    
    (#) (2)
    
    (#)(3)
    
    (US$)
    
    (US$)Brian J. Kennedy
    
    
    250,000
    
    
    $
    3,364,078
    
    
    
    403,640
    
    
    
    110,944
    
    
    $
    5,227,468
    
    
    $
    723,719Peter C. Dougherty
    
    
    24,600
    
    
    $
    315,016
    
    
    
    62,675
    
    
    
    31,954
    
    
    $
    747,789
    
    
    $
    202,469Edward H. Colt (1)
    
    
    76,400
    
    
    $
    959,775
    
    
    
    158,877
    
    
    
    26,510
    
    
    $
    1,725,808
    
    
    $
    156,978Darcy E. Marud
    
    
    25,300
    
    
    $
    317,831
    
    
    
    47,899
    
    
    
    34,008
    
    
    $
    570,501
    
    
    $
    224,558Edgar A. Smith
    
    
    56,250
    
    
    $
    760,781
    
    
    
    148,448
    
    
    
    33,760
    
    
    $
    2,012,588
    
    
    $
    221,506
 
 (1)
    
    Mr. Colt ceased to be an officer of the Corporation on November 15, 2005.(2)
    
    In the case of Mr. Colt, the numbers include options that experienced accelerated
vesting under the Corporations 1999 Share Incentive Plan, due to the death of Mr. Colt.(3)
    
    Mr. Colts unexercisable options will be forfeited back to the Corporation due to his death. Defined Benefit Plans
  Pension Plan Table
 Years of ServiceRemuneration
    
    10
    
    15
    
    20
    
    25
    
    30$
    100,000
    
    
    
    12,437
    
    
    
    18,656
    
    
    
    24,875
    
    
    
    31,094
    
    
    
    37,312125,000
    
    
    
    16,187
    
    
    
    24,281
    
    
    
    32,375
    
    
    
    40,469
    
    
    
    48,562150,000
    
    
    
    19,937
    
    
    
    29,906
    
    
    
    39,875
    
    
    
    49,844
    
    
    
    59,812175,000
    
    
    
    23,687
    
    
    
    35,531
    
    
    
    47,375
    
    
    
    59,219
    
    
    
    71,062200,000
    
    
    
    27,437
    
    
    
    41,156
    
    
    
    54,875
    
    
    
    68,594
    
    
    
    82,312225,000
    
    
    
    31,187
    
    
    
    46,781
    
    
    
    62,375
    
    
    
    77,969
    
    
    
    93,562250,000
    
    
    
    34,937
    
    
    
    52,406
    
    
    
    69,875
    
    
    
    87,344
    
    
    
    104,812300,000
    
    
    
    42,437
    
    
    
    63,656
    
    
    
    84,875
    
    
    
    106,094
    
    
    
    127,312400,000
    
    
    
    57,437
    
    
    
    86,156
    
    
    
    114,875
    
    
    
    143,594
    
    
    
    172,312500,000
    
    
    
    72,437
    
    
    
    108,656
    
    
    
    144,875
    
    
    
    181,094
    
    
    
    217,312600,000
    
    
    
    87,437
    
    
    
    131,156
    
    
    
    174,875
    
    
    
    218,594
    
    
    
    262,312700,000
    
    
    
    102,437
    
    
    
    153,656
    
    
    
    204,875
    
    
    
    256,094
    
    
    
    307,312800,000
    
    
    
    117,437
    
    
    
    176,156
    
    
    
    234,875
    
    
    
    293,594
    
    
    
    352,312900,000
    
    
    
    132,437
    
    
    
    198,656
    
    
    
    264,875
    
    
    
    331,094
    
    
    
    397,3121,000,000
    
    
    
    147,437
    
    
    
    221,156
    
    
    
    294,875
    
    
    
    368,594
    
    
    
    442,312
 Note:
 
 (1)
    
    All figures are expressed in U.S. dollars.




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##### 



Employment Contracts between the Corporation and Named Executive Officers
  Composition of the Compensation Committee
   Compensation Consultant Advice
   Report on Executive Compensation
 Compensation Philosophy




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##### 




    
    set levels of annual salary and bonus compensation that will attract and retain
superior executives in the highly competitive environment of global mining companies;
    
    provide annual bonus compensation for executive officers that varies with the
Corporations financial performance up to and including the Corporations stock price as well
as an individuals contribution so as to reflect the executive officers individual
contribution to the Corporations success.
    
    provide long-term compensation that is tied to the Corporations overall success so as
to focus the attention of the executive officers on managing the Corporation from the
perspective of an owner over a long term period;
    
    emphasize performance-based compensation, through annual bonus compensation and
long-term compensation, over fixed compensation; and
    
    encourage performance in non-financial matters of importance to the Corporation, such
as promoting diversity in the workplace, positioning the Corporation for longer-term success,
promoting the development of management, and maintaining and enhancing the Corporations
compliance with legal requirements.
   Base Salary
   Stock Options and Restricted Shares




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##### 



President and Chief Executive Officer
    Executive Officer Compensation
  Approved by the Compensation Committee




---



##### 



Performance Graph
  
  Compensation of Directors




---



##### 



DIRECTORS AND OFFICERS LIABILITY INSURANCE
  SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
 (c)(a)
    
    (b)
    
    Number of securities remaining availableNumber of securities to be
    
    Weighted-average
    
    for future issuance under equityissued upon exercise of
    
    exercise price of
    
    compensation plans (excluding securitiesPlan Category
    
    outstanding options
    
    outstanding options
    
    reflected in column (a))Equity
compensation plans
approved by
securityholders
    
    
    1,557,481
    
    
    $
    11.38
    
    
    
    3,032,528Equity
compensation plans
not
approved
by
securityholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,557,481
    
    
    $
    11.38
    
    
    
    3,032,528
 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
  INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS




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##### 



APPOINTMENT OF AUDITOR
 
  
 Service Provided
    
    2005
    
    
    2004Audit services
    
    
    410
    
    
    
    473Audit-related services
    
    
    65
    
    
    
    105Tax services
    
    
    173
    
    
    
    105All other services
    
    
    0
    
    
    
    155Total
    
    
    648
    
    
    
    838
   The Board of Directors recommends that shareholders vote FOR the appointment of KPMG LLP as
auditors of the Corporation.




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##### 



GENERAL
     DIRECTORS APPROVAL
  Toronto, Ontario, CanadaMarch 1, 2006/s/ Wayne M. HubertWayne M. HubertVice President Corporate Development,Investor Relations and Corporate Secretary