30. A management information circular shall contain the following information: revocability of proxy 1.  A statement of the right of the shareholder to revoke a proxy under subsection 110 (4) of the Act and the method by which it may be exercised. persons making the solicitation 2.  Where applicable, a statement that the execution or exercise of a proxy does not constitute a written objection for the purposes of subsection 185 (6) of the Act. 3.  A statement, in bold-face type, to the effect that the solicitation is made by or on behalf of the management of the corporation. 4.  The name of every director of the corporation who has informed the management in writing that he or she intends to oppose any action intended to be taken by the management and the action that he or she intends to oppose. 5.  The method of solicitation, if otherwise than by mail, and, if the solicitation is to be made by specially engaged employees or agents, the material features of any contract or arrangement and the cost or anticipated cost thereof. 6.  The name of the person by whom the cost of the solicitation has been or will be borne, directly or indirectly. interest of certain persons in matters to be acted upon 7.  Details of every material interest, direct or indirect, of, i.  each person who was a director or officer of the corporation at any time since the beginning of its last completed financial year, ii.  each proposed management nominee for election as a director of the corporation, and iii.  each associate of every person referred to in subparagraphs i and ii, in every matter to be acted upon at the meeting other than the election of directors or the appointment of an auditor. voting securities and principal holders of voting securities 8.  The number of shares of each class of shares of the corporation entitled to be voted at the meeting and the number of votes to which each share of each such class is entitled on each matter to be acted upon at the meeting. 9.  The name of each person who, to the knowledge of the directors or officers of the corporation, beneficially owns or exercises control or direction over securities carrying more than 10 per cent of the voting rights attached to any class of outstanding voting securities of the corporation entitled to be voted at the meeting, the approximate number of the securities so owned, controlled or directed by each such person and the percentage of the class of outstanding voting securities of the corporation represented by the number of voting securities so owned, controlled or directed. 10.  If a change in the effective control of the corporation has occurred since the beginning of its last financial year, the name of the person who, to the knowledge of the directors or officers of the corporation, acquired control, the date and description of the transaction in which control was acquired and the percentage of voting rights attached to all outstanding voting securities entitled to be voted at the meeting now owned, controlled or directed by the person. 11.  The percentage of votes required for the approval of any matter to be submitted to a vote of shareholders that requires approval by more than a majority of the votes cast on the matter at the meeting other than the election of directors or the appointment and remuneration of an auditor. election of directors 12.  If directors are to be elected, a statement of any right of any class of shareholders to elect a specified number of directors or to cumulate their votes and of any conditions precedent to the exercise thereof. 13.  In tabular form, if directors are to be elected, so far as practicable, with respect to each person proposed by management for nomination for election as a director and each director whose term of office will continue after the meeting, i.  the name of each person, the time when his or her term of office or the term of office for which he or she is a proposed nominee expires and all other major positions and offices with the corporation or any of its significant affiliates currently held by the person, indicating which of the persons are proposed nominees for election as directors at the meeting, ii.  the present principal occupation or employment of each such person, the name and principal business of any body corporate or other organization in which the occupation or employment is carried on and similar information as to all principal occupations or employments of each such person within the five preceding years, unless the person is now a director and was elected to his or her present term of office by a vote of shareholders at a meeting the notice of which was accompanied by an information circular containing that information, iii.  if any such person is or has been a director of the corporation, the period or periods during which the person has so served, iv.  the number of securities of each class of voting securities of the corporation and of its holding body corporate beneficially owned, directly or indirectly, or over which control or direction is exercised by each such person, and v.  if more than 10 per cent of the votes attached to voting securities of any class of the corporation or of its holding body corporate are beneficially owned or subject to control or direction by any such person and the person’s associates, the number of each class of voting securities so owned, controlled or directed by the associates and the name of each associate. 14.  The details of any contract, arrangement or understanding between any proposed management nominee and any other person, except the directors and officers of the corporation acting solely in such capacity, pursuant to which the nominee is to be elected, including the name of the other person. directors’ and officers’ remuneration 15.  A statement of executive compensation completed in accordance with Form 40 of Regulation 1015 of the Revised Regulations of Ontario, 1990 under the Securities Act and for the purposes of this item a reference to an issuer in subitem I.1 and items II to VI of the said Form 40 shall be deemed to read as a reference to a corporation. 16.  If indemnification under section 136 of the Act was paid or became payable in the last complete financial period, i.  the amount paid or payable, ii.  the name and title of the individual indemnified or to be indemnified, and iii.  the circumstances that gave rise to the indemnity. 17.  If insurance referred to in subsection 136 (4) of the Act was purchased during the last completed financial year, i.  the amount or, where there is a comprehensive liability policy, the approximate amount of premium paid by the corporation in respect of directors as a group and officers as a group, ii.  the aggregate amount of premium, if any, paid by the individuals in each such group, iii.  the total amount of insurance purchased for each such group, and iv.  a summary of any deductibility or co-insurance clause or other provision in the insurance contract that exposes the corporation to liability in addition to the payment of the premiums. indebtedness of directors and officers 18.  A statement in respect of, i.  each director and senior officer of the corporation, ii.  each proposed management nominee for election as a director of the corporation, and iii.  each associate of any director, senior officer or proposed management nominee, who is or has been indebted to the corporation or any of its subsidiaries at any time during the last completed financial year, of the largest aggregate amount of debt outstanding at any time since the beginning of the corporation’s last completed financial year, the nature of the debt, details of the transaction in which it was incurred, the amount currently outstanding and the rate of interest paid or charged thereon, but no disclosure need be made of debts considered to be routine indebtedness in the circumstances or in respect of a person whose aggregate debt did not exceed $10,000 at any time during the period. 19.  State the name and home address in full or, alternatively, solely the municipality of residence or postal address of each person or company whose indebtedness is described in paragraph 18, 21, 22 or 23. 20.  If a corporation makes loans to employees generally, whether or not in the ordinary course of business, loans shall be considered to be routine indebtedness if made on terms, including those as to interest or collateral, no more favourable to the borrower than the terms on which loans are made by the issuer to employees generally, but the amount at any time remaining unpaid under such loans to any one director, senior officer or proposed management nominee together with his or her associates that are treated as routine indebtedness hereunder shall not exceed $25,000. 21.  Whether or not the corporation makes loans in the ordinary course of business, a loan to a director or senior officer shall be considered to be routine indebtedness if, i.  the borrower is a full-time employee of the issuer, ii.  the loan is fully secured against the residence of the borrower, and iii.  the amount of the loan does not exceed the annual salary of the borrower. 22.  Where a corporation makes loans in the ordinary course of business, a loan shall be considered to be routine indebtedness if it is made to a person or company, other than a full-time employee of the corporation, and if it, i.  is made on substantially the same terms, including those as to interest rate and collateral, as were available when the loan was made to other customers of the corporation with comparable credit ratings, and ii.  involves no more than usual risks of collectability. 23.  Indebtedness arising by reason of purchases made on usual trade terms or of ordinary travel or expense advances or for similar reasons shall be considered to be routine indebtedness if the repayment arrangements are in accord with usual commercial practice. interests of insiders in material transactions 24.  The details including, where practicable, the approximate amount of any material interest, direct or indirect, of, i.  a director or senior officer of the corporation, ii.  a proposed management nominee for election as a director of the corporation, iii.  a shareholder required to be named by paragraph 9, and iv.  an associate or affiliate of every person referred to in subparagraphs i, ii and iii, in any transaction since the beginning of the corporation’s last completed financial year or in any proposed transaction that has materially affected or will materially affect the corporation or any of its affiliates, but, v.  an interest arising from the ownership of securities of the corporation may be omitted unless the security holder receives a benefit or advantage not shared rateably by all holders of the same class of security or all holders of the same class of security who are resident in Canada, and any transaction or interest may be omitted where, vi.  the rates or charges involved in the transaction are fixed by law or determined by competitive bids, vii.  the interest of the person in the transaction is solely that of a director of another body corporate that is a party to the transaction, viii.  the transaction involves services as a bank or other depository of funds, transfer agent, registrar, trustee under a trust indenture or other similar services, or ix.  the transaction does not involve remuneration for services and, A.  the interest of the person results from the beneficial ownership of less than 10 per cent of any class of security of another body corporate that is a party to the transaction, B.  the transaction is in the ordinary course of business of the corporation or any of its affiliates, and C.  the amount of the transaction or series of transactions is less than 10 per cent of the total sales or purchases, as the case may be, of the corporation and its affiliates for the last completed financial year, and details of transactions not omitted under subparagraphs v to ix that involve remuneration paid, directly or indirectly, to any of the persons referred to in this paragraph for services in any capacity shall be included, unless the interest of the person arises solely from the beneficial ownership of less than 10 per cent of any class of shares of another body corporate furnishing the services to the body corporation or its affiliates. 25.  Details of each transaction referred to in paragraph 24, the name and address of each person whose interest in the transaction is disclosed and the nature of the relationship by reason of which the interest is required to be disclosed. 26.  Where a transaction referred to in paragraph 24 involves the purchase or sale of assets by the corporation or any affiliate otherwise than in the ordinary course of business, the cost of the assets to the purchaser and the cost of the assets to the seller if acquired by the seller within the two years prior to the transaction. 27.  Details of a material underwriting discount or commission with respect to the sale of securities by the corporation where any person referred to in paragraph 24 has contracted or will contract with the corporation in respect of an underwriting or is an associate or affiliate of a person that has so contracted or will so contract. appointment of auditors 28.  If a new auditor is proposed for appointment, the name of the proposed auditor, the name of each auditor appointed within the preceding five years and the date on which each auditor was first appointed. management contracts 29.  Where a person other than the directors or officers of the corporation or any of its affiliates manages the corporation or any of its subsidiaries, i.  details of the management agreement or arrangement including the name and address of every person who is a party to the agreement or arrangement or who is responsible to perform it, ii.  the names and addresses of the insiders of a body corporate with which the corporation or any of its subsidiaries has a management agreement or arrangement, iii.  the amounts paid or payable by the corporation and any of its subsidiaries to a person named under subparagraph i since the beginning of the corporation’s last completed financial year, iv.  details of any debt owed to the corporation or any of its subsidiaries by a person referred to in subparagraphs i and ii and that person’s associates and affiliates that was outstanding at any time since the beginning of the corporation’s last completed financial year, and v.  details of any transaction or arrangement, other than one referred to in subparagraph i, with the corporation or any of its subsidiaries since the beginning of the corporation’s last completed financial year in which a person referred to in subparagraph i or ii has a material interest that would be required to be disclosed by paragraph 24, and for the purposes of this paragraph, vi.  “details” of debt include the largest aggregate amount of debt outstanding at any time during the period, the nature of the debt, the details of the transaction in which it was incurred, the amount currently outstanding and the rate of interest paid or charged thereon, vii.  an amount owing for purchases, subject to usual trade terms, for ordinary travel and expense advances and for other transactions in the ordinary course of business may be omitted in determining debt, and viii.  a matter that is not material may be omitted. particulars of matters to be acted upon 30.  A statement of the rights of a shareholder to dissent under section 185 of the Act with respect to any matter to be acted upon at the meeting and a brief summary of the procedure to be followed. 31.  If action is to be taken with respect to any matter other than the approval of minutes of an earlier meeting or the approval of financial statements, the substance of each such matter or group of related matters, to the extent it has not been described under another provision in this section, in sufficient detail to permit shareholders to form a reasoned judgment concerning the matter. 32.  For the purpose of paragraph 31, where a reorganization or similar restructuring is involved, reference should be made to a prospectus form or other appropriate form under the Securities Act, including requirements with respect to financial statements, for guidance as to what is material. 33.  For the purposes of paragraphs 30 and 31, if any such matter is not required to be submitted to a vote of the shareholders the reasons for so submitting it and the action intended to be taken by management in the event of a negative vote by the shareholders. general 34.  If the proceeds of an issue of securities were used for a purpose other than that stated in the document under which the securities were issued, the date of the document, the amount and designation of the securities so issued and details of the use made during the financial period of the proceeds. 35.  If the corporation has amended its articles for a purpose set out in section 42 of the Act to restrict the issue, transfer or ownership of its shares, the general nature of the restrictions. 36.  Details of every action brought or taken under section 246 or 248 of the Act to which the corporation is a party. 37.  Details of any financial assistance, in circumstances permitted by subsection 20 (1) of the Act or referred to in clause 20 (2) (e) of the Act, given by a corporation since the beginning of its last completed financial year, i.  to a shareholder of the corporation or any of its affiliates who is not a director, officer or employee thereof, or to an associate of any shareholder, ii.  to any group of employees other than directors or officers in connection with the purchase of shares issued or to be issued by the corporation, or iii.  to any other person in connection with a purchase of shares issued or to be issued by the corporation, if the giving of the assistance was material to the corporation or any of its affiliates or to the recipient of the assistance. 38.  A statement, signed by a director or officer of the corporation, that the contents and the sending of the circular have been approved by the directors.  R.R.O. 1990, Reg. 62, s. 30.