The record date should be set at least 35 days before the meeting provided. If utilizing Notice & Access, the set the record date no less than 40 days before the meeting.
National Instrument 54-101 specifies a record date “shall be no fewer than 30 and no more than 60 days before the meeting date for Non Notice & Access mailings and no fewer than 40 and no more than 65 days before the meeting date for Notice & Access mailings (refer to NI 54-101, section 2.1 (b) and Section 2.7.8).
The record date should be set at least five days earlier than the minimum requirement. Once your dates are set, you must advise the Securities Regulatory Authority, relevant Stock Exchanges, and Depositories of your record date, Meeting Date and meeting type through a SEDAR filing.
Marrelli Trust Company Limited will prepare your Notice of Meeting and record dates and distribute it to the appropriate authorities. Please let us know if you wish for us to file on SEDAR on your behalf.
Please provide these details to Marrelli Trust Company Limited four weeks before your record date.
You are required by regulation to initiate a material search and distribute search cards to intermediaries for your mailing requirements to beneficial securityholders.
Marrelli Trust Company Limited will arrange publication of your Meeting Date notice in the Globe and Mail and La Presse (when applicable) via the Canadian Depositary for Securities (CDS) on your behalf as required by regulations. Regulatory Requirement [Section 5.2 NI-54-101; Section 134 CBCA; Reg. 43.3]: 7 days before your record date your Meeting Date must be published via CDS or in a national newspaper. Your ad will appear in the Globe and Mail on Monday and/or La Presse on Tuesday provided it is filed before the close of business on the preceding Tuesday.
National Instrument 54-101 provides Issuers with the option to mail meeting materials directly to Non-Objecting Beneficial Owners (NOBOs). NOBOs are beneficial owners who have indicated that the Issuer can know who they are.
Beneficial securityholders have the option of being an Objecting Beneficial Owner (OBO) which means that their contact and ownership information must remain private. Beneficial securityholders are investors who hold their securities through an Intermediary. The Intermediary typically holds the securities through a depository. Therefore, the name of the beneficial securityholder does not appear on the share register.
National Instrument 54-101 allows an Issuer to mail material directly to their NOBO securityholders, by requesting record date securityholder information from the Intermediaries following the process set out in National Instrument 54-101.
Marrelli Trust Company Limited requests NOBO securityholder information on your behalf and manages the tabulation of any votes received.
For Notice and Access
Please speak to your legal counsel to determine your specific requirements.
Best practices suggest setting your proxy cut-off time 48 hours before the meeting
Having a proxy cut-off of 48 hours before the meeting allows time to:
Marrelli Trust Company Limited offers Scrutineering Services to ensure that your meeting runs smoothly and that voting integrity is maintained. We also finalize the tabulation onsite and ensure your final results are ready for presentation. If ballots are required, our Scrutineer will objectively oversee the counting of the vote and ensure that the proxy voting rules are followed. Once the tabulation is complete, we provide you with the final tabulations on resolutions voted upon by proxy and at the Meeting.
Note 1: Calculation Rules – If the calculated date falls on a Saturday, Sunday or Holiday, the business day prior to the calculated date would apply.
Note 2: Applicable rules and regulations references:
Note 3: For TSX (Toronto Stock Exchange) companies, the year-end financial statements must be filed within 90 days of the fiscal year and mailed to holders 10 calendar days after the filing deadline. For TSX Venture companies, the year-end financial statements must be filed and distributed to holders within 120 days of the fiscal year and mailed to holders 10 calendar days after the filing deadline. (National Instrument 51-102 Continuous Disclosure Obligations)
Note 4: It is crucial to ensure you comply with specific incorporation requirements:
Note 5: The first time a reporting issuer distributes material using Notice & Access, the option to abridge this timeline in section 2.20(a.1) is not available, as described in NI 54-101 section 2.7.2
Note 6: At least 25 days before record date, advise all depositories, securities, and regulatory authorities and listing exchanges of (When utilizing Notice & Access, the notification of meeting and record date must be filed on SEDAR at least 40 days before the record date.):