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TSX Company Manual:

TSX Company Manual

Part I Introduction

Part II Why List on the Toronto Stock Exchange?

Part III Original Listing Requirements

Part IV Maintaining a Listing — General Requirements

Part V Special Requirements for Non-Exempt Issuers

Part VI Changes in Capital Structure of Listed Issuers

Part VII Halting of Trading, Suspension and Delisting of Securities

Part VIII Fees Payable by Listed Companies

Part IX Dealing with the News Media

Part X Special Purpose Acquisition Corporations (SPACs)

Part XI Requirements Applicable to Non-Corporate Issuers

Provisions Respecting Conflict of Interest and Competitors of TMX Group Limited

Notices of Approval

Notice of Housekeeping Rule Amendment to the TSX Company Manual (May 23, 2019)

Notice of Housekeeping Rule Amendments to the TSX Company Manual (December 20, 2018)

Notice of Approval Amendments to Part X of the Toronto Stock Exchange Company Manual (October 4, 2018)

Reason for the Amendments

Summary of the Amendments

Summary of the Comments Received

Text of the Amendments

Appendix A Summary of Comments and Responses

Appendix B Blackline of Final Amendments Compared Against RFC Amendments

Appendix C Blackline of Final Amendments Compared Against Current Rule

Appendix D Clean Version of Final Amendments

Notice of Housekeeping Rule Amendments to the TSX Company Manual (February 1, 2018)

Notice of Approval Amendments to the Toronto Stock Exchange Company Manual (December 14, 2017)

Notice of Approval Amendments to Parts IV and VI of the Toronto Stock Exchange Company Manual (October 19, 2017)

Notice of Housekeeping Rule Amendments to the TSX Company Manual (October 12, 2017)

Notice of Housekeeping Rule Amendments to the TSX Company Manual (July 13, 2017)

Notice of Housekeeping Rule Amendments to the TSX Company Manual (May 11, 2017)

Notice of Housekeeping Rule Amendments Housekeeping Amendments to the TSX Company Manual (December 22, 2016)

Notice of Housekeeping Rule Amendments Housekeeping Amendments to the TSX Company Manual (October 27, 2016)

Notice of Approval Amendments to Part VI of the Toronto Stock Exchange Company Manual (September 1, 2016)

Notice of Housekeeping Rule Amendments Housekeeping Amendments to the TSX Company Manual (May 5, 2016)

Notice of Housekeeping Rule Amendments Housekeeping Amendments to the Toronto Stock Exchange ("TSX") Company Manual (February 11, 2016)

Notice of Approval Amendments to Toronto Stock Exchange Company Manual to Add Part XI—Requirements Applicable to Non-Corporate Issuers (September 17, 2015)

Notice of Approval Amendments to Parts I, III, IV and VI of the Toronto Stock Exchange Company Manual (September 10, 2015)

Notice of Housekeeping Rule Amendments Housekeeping Amendments to the Toronto Stock Exchange ("TSX") Company Manual (May 21, 2015)

Notice of Approval Amendments to Section 720 of the Toronto Stock Exchange Company Manual (April 30, 2015)

Notice of Housekeeping Rule Amendments Housekeeping Amendments to the Toronto Stock Exchange ("TSX") Company Manual (March 12, 2015)

Notice of Approval Amendments to Part VI of the Toronto Stock Exchange ("TSX") Company Manual (September 25, 2014)

Notice of Approval Amendments to Parts III, VI and VII of the Toronto Stock Exchange Company Manual and to Parts 2 and 7 of the Toronto Stock Exchange Rule Book (September 4, 2014)

Notice of Approval Amendments to Part IV of the Toronto Stock Exchange ("TSX") Company Manual (February 13, 2014)

Notice of Approval Amendments to Part I and Part IV of the Toronto Stock Exchange ("TSX") Company Manual (October 4, 2012)

Notice of Approval Amendments to the Toronto Stock Exchange ("TSX") Company Manual (February 3, 2012)

Notice of Approval Amendments to the Toronto Stock Exchange ("TSX") Company Manual (September 9, 2011)

Notice of Approval Amendments to Part III, Part V and Part VI of the Toronto Stock Exchange ("TSX") Company Manual (The "Manual") (July 29, 2011)

Notice of Approval Housekeeping Amendments to the Toronto Stock Exchange Company Manual (February 4, 2011)

Notice of Approval Amendments to Part VI of The Toronto Stock Exchange ("TSX") Company Manual (July 16, 2010)

Notice of Approval Housekeeping Amendments to the Toronto Stock Exchange Company Manual (November 27, 2009)

Notice of Approval Amendments to Part VI of the Toronto Stock Exchange ("TSX") Company Manual (September 25, 2009)

Notice of Approval Amendments to Part VI of the Toronto Stock Exchange Manual (September 18, 2009)

Notice of Approval Housekeeping Amendments to the Toronto Stock Exchange Company Manual (April 9, 2009)

Notice of Approval Amendments to the Toronto Stock Exchange ("TSX") Company Manual to add Part X - Special Purpose Acquisition Corporations (December 19, 2008)

Notice of Approval Housekeeping Amendments to the Toronto Stock Exchange Company Manual (December 1, 2008)

Notice of Approval Housekeeping Amendments to the Toronto Stock Exchange Company Manual and to the Rules of the Toronto Stock Exchange (September 12, 2008)

Notice of Approval Housekeeping Amendments to the Toronto Stock Exchange Company Manual (June 16, 2008)

Notice of Approval Housekeeping Amendments to the Toronto Stock Exchange Company Manual (April, 14 2008)

Notice of Approval Housekeeping Amendments to the Toronto Stock Exchange Company Manual (June 1, 2007)

Notice of Approval for Amendments to Toronto Stock Exchange's Policy on Normal Course Issuer Bids and Debt Substantial Issuer Bids (Appendix F of the Toronto Stock Exchange Company Manual) (June 1, 2007)

Notice of Approval for Housekeeping Amendments to the Toronto Stock Exchange Company Manual (December 11, 2006)

Notice of Approval for Housekeeping Amendments to the Toronto Stock Exchange Company Manual (May 29, 2006)

Notice of Approval for Amendments to Parts III and VI of the Toronto Stock Exchange ("TSX") Company Manual (February 15, 2006)

Notice of Approval for Housekeeping Amendments to the Toronto Stock Exchange Company Manual (December 15, 2005)

Notice of Approval of Amendments to Part VIII of the Toronto Stock Exchange Company Manual in Respect of Fees Payable by Listed Companies (October 1, 2005)

Notice of Approval of Amendments to Parts V, VI and VII of the Toronto Stock Exchange Company Manual in Respect of Non-Exempt Issuers, Changes in Structure of Issuers' Capital and Delisting Procedures (January 1, 2005)

Requests for Comments

Staff Notices to Applicants, Listed Issuers, Securities Lawyers and Participating Organizations

Location: TSX Company Manual > Notices of Approval > Notice of Approval Amendments to Part X of the Toronto Stock Exchange Company Manual (October 4, 2018) > Summary of the Comments Received

Summary of the Amendments

Text of the Amendments

Summary of the Comments Received

Versions
(1 version)

Oct 4 2018 onwards

TSX received three comment letters in response to the Request for Comments. A summary of the comments submitted, together with TSX's responses, is attached as Appendix A. TSX thanks all commenters for their feedback and suggestions.

As a result of the comment process, TSX has adopted the Amendments with the following changes since the Request for Comments:

• amending Section 1008 to clarify the application of the redemption limit.

• amending Section 1009 to limit the maximum aggregate principal amount of unsecured loans to 10% of the funds escrowed.

• amending Section 1028 to allow delivery of a prospectus to shareholders electronically in compliance with NP 11-201.

• amending Section 1029 to provide the resulting issuer with up to 180 days (rather than the 90 days originally proposed) from the completion of the qualifying acquisition to provide evidence that it meets the public distribution requirement set out in Section 315.

Summary of the Amendments

Text of the Amendments

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