29.2 (1) For the purposes of clause (j) of the definition of “solicit” and “solicitation” in section 109 of the Act, a communication made to shareholders of the corporation is not included in the meaning of “solicit” or “solicitation”, (a)  in the situation where the person making the communication does not seek, directly or indirectly, the power to act as a proxy for a shareholder; (b)  in the set of circumstances set out in subsection (2); and (c)  in the set of circumstances set out in subsection (3).  O. Reg. 59/07, s. 4. (2) The following comprise the set of circumstances referred to in clause (1) (b): 1.  The communication is, i.  a communication concerning the business and affairs, or the management of the business and affairs, of the corporation, an example of which would be a communication concerning proposals contained in a management proxy circular, or ii.  a communication concerning the organization of a dissident’s proxy solicitation. 2.  The communication is made by one or more shareholders of the corporation. 3.  In the case of a communication referred to in subparagraph 1 i, the communication is not made by, i.  a shareholder who is an officer or director of the corporation, or who serves in a similar capacity, if the communication is financed directly or indirectly by the corporation, ii.  a shareholder who is a nominee, or who proposes a nominee, for election as a director, if the communication relates to the election of directors, iii.  a shareholder whose communication is in opposition to an amalgamation, arrangement, consolidation or other transaction recommended or approved by the board of directors of the corporation and who is proposing or intends to propose an alternative transaction to which the shareholder or an affiliate or associate of the shareholder is a party, iv.  a shareholder who, because of a material interest in the subject-matter to be voted on at a shareholders’ meeting, is likely to receive a benefit from the approval or non-approval of the subject-matter, which benefit would not be shared rateably by all other holders of the same class of shares and does not arise from the shareholder’s employment with the corporation, or v.  a person acting on behalf of a shareholder described in any of subparagraphs i to iv. 4.  None of the shareholders making the communication nor a person acting on behalf of any of them sends a form of proxy to any of the shareholders to whom the communication is made.  O. Reg. 59/07, s. 4. (3) The following comprise the set of circumstances referred to in clause (1) (c): 1.  The communication is made to shareholders of the corporation, as clients, by a person who gives financial, corporate governance or proxy voting advice in the ordinary course of business. 2.  The communication concerns proxy voting advice. 3.  The person making the communication discloses to the shareholders to whom the communication is made, i.  every significant relationship between the person and, A.  the corporation, B.  any of the affiliates of the corporation, or C.  a registered holder or beneficial owner of shares who has submitted a proposal pursuant to subsection 99 (1) of the Act, and ii.  the material interest, if any, that the person has in relation to each matter on which the communication gives advice. 4.  If the person making the communication receives any special commission or remuneration for giving the proxy voting advice, he or she receives it only from the shareholder or shareholders receiving the advice. 5.  The proxy voting advice is not given on behalf of, i.  a person soliciting proxies, or ii.  a nominee for election as a director of the corporation.  O. Reg. 59/07, s. 4.