Canada Post Suspension: CSA Provides Temporary Relief from Proxy Material Delivery Requirements

In response to the Canada Post suspension, which began on September 25, 2025, the Canadian Securities Administrators (CSA) published Coordinated Blanket Order 51-932 (the Blanket Order), which grants temporary relief to certain issuers from proxy material delivery requirements for annual shareholder meetings. The scope of the Blanket Order is summarized below.

The exemption only applies to meetings where the only matters to be considered are annual matters, which are prescribed as: 

• receiving and considering audited financial statements for the most recently completed financial year;
• fixing the number of directors;
• electing directors;
• appointing the auditor and fixing their remuneration as such;
• approving any security-based compensation plans, as may be required by exchange rules; and
• voting on non-binding advisory proposals that do not require the issuer to take specific action, such as shareholder advisory votes on the issuer’s approach to executive compensation.

The exemption does not apply to meetings where any of the following matters would be considered:

• special resolutions (under applicable corporate law); 
• a matter that requires disinterested shareholder approval; 
• a matter in respect of which securityholders have rights of dissent or appraisal; or
• a matter that has been, to the best of the issuer's knowledge, contested by a registered holder or beneficial owner, or would reasonably be considered by a registered holder or beneficial owner of the issuer's securities to be a contentious matter.

To rely on the exemption, issuers are required to:

• comply with the filing requirements for proxy-related materials in section 9.3 of NI 51-102 Continuous Disclosure Requirements;
• file proxy-related materials on SEDAR+ and post in a prominent location on the issuer's website;
• issue and file a news release on SEDAR+ which provides prescribed information including meeting details, how to obtain proxy-related materials and how to submit proxies or voting instructions; 
• post such news release on the issuer's website; 
• email a copy of the proxy-related materials to shareholders upon request; and
• print and deliver the applicable proxy-related materials no later than seven days after Canada Post starts accepting regular mail again, unless Canada Post doesn’t resume service at least 15 days before the meeting, (unless the issuer has delivered the proxy-related materials to that holder or owner by other means).

The Blanket Order applies while Canada Post is not accepting new commercial volumes. The exemption only applies to securities legislation delivery requirements and does not exempt issuers from complying with other laws (e.g. corporate laws). Notwithstanding the temporary exemption, issuers and other market participants are still expected to take reasonable steps to facilitating the voting process.

Issuers wishing to rely on the exemption are encouraged to review the Blanket Order in its entirety and to consult legal counsel. For additional information, contact any member of our Business Law Group.