175. (1) A company or person, other than an individual, that purchases or sells securities of an issuer with knowledge of a material fact or material change with respect to the issuer that has not been generally disclosed is exempt from subsection 76 (1) of the Act and from liability under section 134 of the Act if the company or person proves that no individual who made or participated in making the decision to purchase or sell the securities, (a) had knowledge of the material fact or material change; or (b) was given advice with respect to the purchase or sale of the securities by an individual who had that knowledge. O. Reg. 249/16, s. 1 (1). (1.1) A company or person, other than an individual, that, with knowledge of a material fact or material change with respect to an issuer that has not been generally disclosed, recommends or encourages another person or company to purchase or sell securities of the issuer is exempt from subsection 76 (3.1) of the Act if the company or person proves that no individual involved in making the decision to recommend or encourage the purchase or sale, (a) had knowledge of the material fact or material change; or (b) was acting on the recommendation or encouragement of an individual who had that knowledge. O. Reg. 249/16, s. 1 (1). (2) A person or company that purchases or sells securities of an issuer with knowledge of a material fact or material change with respect to the issuer that has not been generally disclosed is exempt from subsection 76 (1) of the Act and from liability under section 134 of the Act, where the person or company proves that, (a) the purchase or sale was entered into as agent of another person or company pursuant to a specific unsolicited order from that other person or company to purchase or sell; (b) the purchase or sale was made pursuant to participation in an automatic dividend reinvestment plan, share purchase plan or other similar automatic plan that was entered into by the person or company prior to the acquisition of knowledge of the material fact or material change; or (c) the purchase or sale was made to fulfil a legally binding obligation entered into by the person or company prior to the acquisition of knowledge of the material fact or material change.  R.R.O. 1990, Reg. 1015, s. 175 (2); O. Reg. 249/16, s. 1 (2). (3) In determining whether a person or company has sustained the burden of proof under subsection (1) or (1.1), it shall be relevant whether and to what extent the person or company has implemented and maintained reasonable policies and procedures to prevent contraventions of subsections 76 (1) and (3.1) of the Act and to prevent transmission of information concerning a material fact or material change contrary to subsection 76 (2) or (3) of the Act.  R.R.O. 1990, Reg. 1015, s. 175 (3); O. Reg. 249/16, s. 1 (3). (4) A person or company who purchases or sells a security of an issuer as agent or trustee for a person or company who is exempt from subsection 76 (1) of the Act and from liability under section 134 of the Act by reason of clause (2) (b) or (c), is also exempt from subsection 76 (1) of the Act and from liability under section 134 of the Act.  R.R.O. 1990, Reg. 1015, s. 175 (4); O. Reg. 249/16, s. 1 (4). (5) A person or company is exempt from subsections 76 (1), (2) and (3) of the Act where the person or company proves that such person or company reasonably believed that, (a) the other party to a purchase or sale of securities; or (b) the person or company informed of the material fact or material change, as the case may be, had knowledge of the material fact or material change.  R.R.O. 1990, Reg. 1015, s. 175 (5). Part IX (ss. 176-181) Revoked:  O. Reg. 215/05, s. 6. PART X