Exemption Decisions (CBCA)

The following summarizes the Exemption Decisions made by the Director under the Canada Business Corporations Act.

CITIGROUP FINANCE CANADA INC.

Decision No.: H-001/16

It has been determined, pursuant to subsection 171(2) of the Canada Business Corporations Act, that CITIGROUP FINANCE CANADA INC. is authorized to dispense with an audit committee, as required under subsection 171(1) of the Act, for the financial year ending on or about December 31, 2015.

This exemption has been granted on January 19, 2016.

CORPORATION FONDS BANQUE NATIONALE
NATIONAL BANK FUNDS CORPORATION

Decision No.: H-002/16

It has been determined, pursuant to subsection 171(2) of the Canada Business Corporations Act, that CORPORATION FONDS BANQUE NATIONALE / NATIONAL BANK FUNDS CORPORATION is authorized to dispense with an audit committee, as required under subsection 171(1) of the Act, for the financial year ending on or about December 31, 2016.

The exemption has been granted on the basis that the corporation is complying with the financial review requirements for investment funds in accordance with National Instrument 52-110 Audit Committees and National Instrument 81-106 Investment Fund Continuous Disclosure Obligations.

This exemption has been granted on January 25, 2016.

COTT CORPORATION
CORPORATION COTT

Decision No.: E-005/16

It has been determined that the management of COTT CORPORATION / CORPORATION COTT is exempt pursuant to subsection 151(1) of the Canada Business Corporations Act (CBCA) from the requirements of subsections 149(1) and 150(1) of the CBCA to send the prescribed form of proxy and management proxy circular to each shareholder whose proxy is solicited for the annual meeting of shareholders to be held on or about May 3, 2016.

The exemption has been granted on the basis that the corporation is a distributing corporation, as defined in the CBCA, and that the corporation makes the prescribed form of proxy and the prescribed management proxy circular accessible as well as sends a notice thereof, in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations, to each shareholder whose proxy is solicited.

This exemption has been granted on January 22, 2016.

GOLDEN STAR RESOURCES LTD.

Decision No.: E-002/16

It has been determined that the management of GOLDEN STAR RESOURCES LTD. is exempt pursuant to subsection 151(1) of the Canada Business Corporations Act (CBCA) from the requirement of subsection 150(1) of the CBCA to send the prescribed management proxy circular to each shareholder whose proxy is solicited for the general annual and special meeting of shareholders to be held on or about May 5, 2016.

The exemption has been granted on the basis that the corporation is a distributing corporation, as defined in the CBCA, and that the corporation makes the prescribed management proxy circular accessible as well as sends a notice thereof, in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations, to each shareholder whose proxy is solicited.

This exemption has been granted on January 11, 2016.

SEARS CANADA INC.

Decision No.: E-004/16

It has been determined that the management of SEARS CANADA INC. is exempt pursuant to subsection 151(1) of the Canada Business Corporations Act (CBCA) from the requirement of subsection 150(1) of the CBCA to send the prescribed management proxy circular to each shareholder whose proxy is solicited for the annual and special meeting of shareholders to be held on or about April 21, 2016.

The exemption has been granted on the basis that the corporation is a distributing corporation, as defined in the CBCA, and that the corporation makes the prescribed management proxy circular accessible as well as sends a notice thereof, in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations, to each shareholder whose proxy is solicited.

This exemption has been granted on January 12, 2016.

Suncor Energy Inc.
Suncor Énergie Inc.

Decision No.: E-001/16

It has been determined that the management of Suncor Energy Inc. / Suncor Énergie Inc. is exempt pursuant to subsection 151(1) of the Canada Business Corporations Act (CBCA) from the requirement of subsection 150(1) of the CBCA to send the prescribed management proxy circular to each shareholder whose proxy is solicited for the annual meeting of shareholders to be held on or about April 28, 2016.

The exemption has been granted on the basis that the corporation is a distributing corporation, as defined in the CBCA, and that the corporation makes the prescribed management proxy circular accessible as well as sends a notice thereof, in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations, to each shareholder whose proxy is solicited.

This exemption has been granted on January 5, 2016.

Superior Plus Corp.

Decision No.: E-006/16

It has been determined that the management of Superior Plus Corp. is exempt pursuant to subsection 151(1) of the Canada Business Corporations Act (CBCA) from the requirement of subsection 150(1) of the CBCA to send the prescribed management proxy circular to each shareholder whose proxy is solicited for the annual and special meeting of shareholders to be held on or about April 28, 2016.

The exemption has been granted on the basis that the corporation is a distributing corporation, as defined in the CBCA, and that the corporation makes the prescribed management proxy circular accessible as well as sends a notice thereof, in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations, to each shareholder whose proxy is solicited.

This exemption has been granted on January 28, 2016.

TransCanada Corporation

Decision No.: E-003/16

It has been determined that the management of TransCanada Corporation is exempt pursuant to subsection 151(1) of the Canada Business Corporations Act (CBCA) from the requirement of subsection 150(1) of the CBCA to send the prescribed management proxy circular to each shareholder whose proxy is solicited for the annual meeting of shareholders to be held on or about April 29, 2016.

This exemption has been granted on January 11, 2016.

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