TORONTO STOCK EXCHANGE 27 (vi) Constating Documents Applicants must provide certified copies of all charter documents, including Articles of Incorporation, Letters Patent, Articles of Amendment, Articles of Continuance, Articles of Amalgamation, partnership agreements, trust indentures, declarations of trust or equivalent documents. Applicants incorporated outside of Canada may be required to provide a reconciliation of the corporate laws in their home jurisdiction to those of the Canada Business Corporations Act. (vii) Take-over Bid Protective Provisions Applicants that have more than one class of voting security must include in their declaration of trust or articles of incorporation take-over bid protective provisions, or if applicable, restrictions on transfer of the unlisted security, and disclosure of such provisions must be included in the relevant Principal Listing Document. Example of take-over bid protective provisions An issuer has two classes of voting securities: (i) listed Class A Units; and (ii) unlisted Class U Units that are convertible at any time into Class A Units. The provision should state that if there is a bid for unlisted Class U Units, holders of the listed Class A Units can participate in the bid. An example of such provision is as follows: “The Fund Trust Agreement also provides that if, prior to the termination of the Fund, a formal bid (as defined in the Securities Act (Ontario)) is made for all of the Class U Units and such bid would constitute a formal bid for all Class A Units if the Class U Units had been converted to Class A Units immediately prior to such bid and the other offer does not include a concurrent identical take-over bid, including in terms of price (relative to the Net Asset Value per Unit of the class), for the Class A Units then the Fund shall provide the holders of Class A Units the right to convert all or a part of their Class A Units into Units of the applicable class and to tender such units to the other offer, as applicable. In the circumstances described above, the Fund shall by press release provide written notice to the holders of the Class A Units that such an offer has been made and of the right of such holders to convert all or a part of their Class A Units into Units of the applicable class and to tender such units to other offer.” More information on this topic can be found in Subsection 624(l) of the Manual. (viii) Security Based Compensation New Arrangements: Applicants must submit such plans in draft form for TSX review prior to implementation. Existing Arrangements: Applicants must submit a copy of every security based compensation arrangement and any other similar agreement under which securities may be issued, together with a sample option agreement used for option grants if there is a plan in place or all individual option agreements if the applicant does not have a plan. Outstanding Options: As per guidance in Staff Notice 2025-0002, where an applicant grants stock options (“Options”) within the three months immediately prior to the filing of a preliminary prospectus (the “PreIPO Period”), TSX expects that such options are priced at or above the IPO offering price (“Offering Price”). TSX has followed the Pre-IPO Period as a guideline to establish a proxy for the period during which an issuer has knowledge of an upcoming IPO and should therefore not be pricing Options at a discount to the Offering Price. Options granted within three months immediately prior to the filing of a preliminary prospectus which are priced below the Offering Price will likely be required to be cancelled, forfeited or repriced to the Offering Price as a condition of listing. TSX may consider accepting Options with an exercise price that is not lower than the price at which the relevant underlying securities have been issued pursuant to a recent material financing to arm’s length parties, notwithstanding that such price may be lower than the Offering Price. More detailed information is available in the TSX Guide to Security Based Compensation Arrangements.
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