Companies Regulation

(Consolidated up to 93/2026) ALBERTA REGULATION 119/2000 Companies Act COMPANIES REGULATION Table of Contents 1 Definitions 2 Documents re names 3 Approval of offering circular 4 Contents of offering circular 5 Notice of changes 6 Information circular for solicitation of proxies 8 Omission of information 10 Notice to dissenting shareholder 12 Fees 13 Repeal 14.1 Expiry 15 Coming into force Schedules Definitions 1 In this Regulation, (a) “Act” means the Companies Act ; (b) “Commission” means the Alberta Securities Commission. Documents re names 2 The documents prescribed for the purposes of sections 25(2), 32(1.1) and 206(3) of the Act are (a) an original Alberta Search Report from the NUANS (Newly Upgraded Automated Name Search) system maintained by the Government of Canada, dated not more than 90 days prior to the submission of the report, and (b) any consent or consent and undertaking required under the Act. AR 119/2000 s2;206/2001 Approval of offering circular 3 An offering circular issued by a company pursuant to section 48 of the Act must be approved by resolution of the directors of the company. Contents of offering circular 4 (1) An offering circular must contain the following information: (a) the name of the company; (b) the date of the resolution of the directors of the company approving the contents of the offering circular, the names of the directors opposing the resolution, if any, and a brief statement of reasons for their opposition; (c) the number and class or kind of shares that the company proposes to purchase, and the number of shares of that class or kind issued and outstanding before the proposed purchase; (d) the date on which the offer will be open and the date on which it will close, which must be not more than 90 days following the opening date; (e) a statement that, where in response to the offer contained in the offering circular the shareholders agree to sell a greater number of shares than the company offers to buy, the company will make its purchase from all of the shareholders who offered to sell, as nearly as possible on a pro rata basis, disregarding fractions; (f) a statement that, where in response to the offer contained in the offering circular the shareholders agree to sell a lesser number of shares than the company offers to buy, the company may purchase, pro rata from the shareholders offering to sell, additional shares up to the number of shares that it offered to buy; (g) the price offered for the shares; (h) full particulars of the method of transmittal of the shares to the company or its authorized transfer agent; (i) the method of payment for the shares; (j) the time of payment for the shares, which must be as soon after the closing date of the offer as is reasonably practical having regard to all of the circumstances; (k) the source of the cash to be used for payment and, if all or any of the funds are to be borrowed by the company, the terms of any loan, the circumstances under which it must be repaid and the proposed method of repayment; (l) a general description of the consequences of the purchase under the Income Tax Act (Canada) to the company and to the selling shareholder; (m) the number of shares of the same class or kind as the company is proposing to purchase, that the company has purchased in the 2 years preceding the date of the offer, and the price that the company paid for those shares; (n) the name of every director, officer, agent or employee of the company who proposes to accept the offer, whether those persons propose to sell any additional shares not offered for sale by the remaining shareholders, if such information is known to the company, and any direct or indirect benefit to be derived by any of those persons in their accepting or refusing the offer; (o) any plans or proposals for material changes in the company, or in any contract or agreement under negotiation which, if successfully completed, would be material, including any plan or proposal to (i) liquidate the company, (ii) sell, lease or exchange all or a substantial part of its assets, (iii) amalgamate it with any other business organization, or (iv) make any material changes in (A) its business, (B) its corporate structure (debt or equity), (C) its management, (D) its personnel, or (E) any liability, contingent or otherwise known to the directors or officers of the company, which would or could have a material adverse effect on the company’s financial position; (p) if any material changes described in clause (o) are contemplated, any specific benefit, direct or indirect, that to the knowledge of the company may be derived by any of the persons named in clause (n); (q) a summary of any appraisal obtained by the company, its directors or officers within the 2 years preceding the date of the offer regarding the company or its material assets or securities or, if no such appraisal has been made, a statement to that effect; (r) the frequency and amount of dividends with respect to shares of the company during the 2 years preceding the date of the offer, any restrictions on the company’s ability to pay dividends and any plan or intention to declare a dividend following the purchase or to alter the dividend policy of the company; (s) a statement of any material expense incurred, or to be incurred, in connection with the offer to purchase, and the person or persons to whom the expense is payable; (t) any other material fact known to the directors or officers of the company concerning the company’s affairs, including any material contract or agreement not previously disclosed. (2) In addition to the information required under subsection (1), an offering circular issued by a public company must contain the following information: (a) the number and each class or kind of the shares or securities of the company that are beneficially owned by or over which control or direction is exercised by (i) each insider of the company as defined in Part 6, Division (3) of the Act, (ii) each associate of an insider of the company, and (iii) each subsidiary or holding company of the company that is offering to buy its own shares; (b) where known, the names of every person mentioned in clause (a) who proposes to accept the offer; (c) where known, any direct or indirect benefit to be derived by any of those persons mentioned in clause (b) as a result of their accepting or refusing the offer; (d) the number and designation of any shares or securities of the company purchased or sold by the company during the 2 years preceding the date of the offer, including the purchase or sale price and the date of each purchase or sale; (e) financial statements of the company as of a date not more than 6 months preceding the date of the offer, or a copy of the company’s most recent financial statements not previously released or sent to the shareholders of the company; (f) if the shares of the class or kind that the company is offering to buy were offered to the public by the company during the 5 years preceding the offer, the offering price per share and the aggregate amount received by the company; (g) where reasonably ascertainable, a summary showing the name of the Stock Exchange, or Exchanges, upon which the shares proposed to be purchased by the company are listed and, in reasonable detail for the 12 months preceding the date of the offer, the volume of trading and the price range of the class or kind of shares that the company is offering to buy. Notice of changes 5 If, during the period following the distribution to the shareholders of an offering circular and before the closing date of the offer, the company or any of its directors or officers becomes aware of any material or proposed material change of a kind referred to in section 4(1)(o) to (t), the company shall, as soon as possible, deliver or mail a supplementary offering circular to its shareholders, stating briefly the nature of the material change. Information circular for solicitation of proxies 6 (1) An information circular for the purposes of Part 6, Division 9 of the Act must contain the following information: (a) whether a person giving a proxy has the power to revoke it and a brief description of any right of revocation that is limited or is subject to compliance with any formal procedure; (b) the name of the person or persons a solicitation of proxies is made by or on behalf of, whether it be the management of the company or another person; (c) the name of any director who intends to oppose any action to be taken by the management of the company and a brief statement of reasons for their opposition; (d) the method of solicitation; (e) if the solicitation is to be made by specially engaged employees or soliciting agents, (i) the material features of any contract or arrangement for the solicitation, (ii) the parties to the contract or arrangement, and (iii) the cost or anticipated cost of the solicitation; (f) the name of the person by whom the cost of soliciting has been or will be borne, directly or indirectly; (g) the brief particulars of any material interest, direct or indirect, by way of beneficial ownership of capital securities or otherwise, of each of the following persons in any matter to be acted on, other than the election of directors or the appointment of auditors: (i) if the solicitation is made by or on behalf of the management of the company, each person who has been a director or senior officer of the company at any time since the beginning of the last completed financial year of the company; (ii) if the solicitation is made otherwise than by or on behalf of the management of the company, each person on whose behalf, directly or indirectly, the solicitation is made; (iii) each proposed nominee for election as a director of the company; (iv) each associate of any of the foregoing persons; (h) the number of shares outstanding of each class of equity shares of the company entitled to be voted at the meeting and the number of votes to which each share of each such class is entitled; (i) the record date when the shareholders entitled to vote at the meeting will be determined or particulars of the closing of the share transfer register, as the case may be, and, if the right to vote is not limited to shareholders of record on a specified record date, the conditions under which shareholders are entitled to vote; (j) if action is to be taken with respect to the election of directors and if the shareholders or any class of shareholders have the right to elect a specified number of directors or have cumulative or similar voting rights, a statement of those rights and a brief statement of the conditions precedent, if any, to the exercise of them; (k) if, to the knowledge of the directors or senior officers of the company, any person beneficially owns, directly or indirectly, equity shares carrying more than 10% of the voting rights attached to all equity shares of the company, the name of each such person, the approximate number of such shares beneficially owned, directly or indirectly, by each such person and the percentage of outstanding equity shares of the company represented by the number of shares so owned; (l) if directors are to be elected, with respect to each person proposed to be nominated for election as a director and each other person whose term of office as a director will continue after the meeting, a statement that includes the following: (i) the name of the person; (ii) whether the person is a proposed nominee as director or is a person whose term of office will continue; (iii) when the term of office of the director or the term of office for which that person is a proposed nominee will expire and all other positions and offices with the company presently held by that person; (iv) the present principal occupation or employment, the name and principal business of any company or other organization in which such employment is carried on and similar information in respect of all of the principal occupations or employments within the 5 preceding years of the person, unless the person is now a director and was elected to the present term of office by a vote of shareholders at a meeting, the notice of which was accompanied by an information circular; (v) the period or periods during which the person has served as a director of the company; (vi) the approximate number of shares of each class of equity shares of the company or of a subsidiary of the company beneficially owned, directly or indirectly, by the person; (vii) if more than 10% of the voting rights attached to all equity shares of the company or of a subsidiary of the company are beneficially owned, directly or indirectly, by the person and that person’s associates, the approximate number of each class of such shares beneficially owned by that person and those associates and the name of each associate whose shareholdings are substantial; (m) if any proposed nominee for election as a director is to be elected pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the company acting solely in that capacity, the name of that other person and a brief description of the arrangement or understanding; (n) if action is to be taken with respect to the election of directors, a bonus, profit sharing, remuneration plan, contract, arrangement, pension or retirement plan in which any director or proposed nominee for election as director or senior officer of the company will participate, or the granting or extension to any such person or any options, warrants or rights to purchase shares or convertible securities, (i) the aggregate direct remuneration paid or payable by the company and its subsidiaries whose financial statements are consolidated with those of the company to the directors and the senior officers of the company, during the company’s last completed financial year and, as a separate amount, the aggregate direct remuneration paid or payable to those directors and senior officers by the subsidiaries of the company whose financial statements are not consolidated with those of the company, (ii) the estimated aggregate cost to the company and its subsidiaries in the last completed financial year of all pension benefits proposed to be paid, directly or indirectly, by the company or any of its subsidiaries to the directors and senior officers under any normal pension plan in the event of retirement at normal retirement age or, in the alternative, the estimated aggregate amount of all such pension benefits proposed to be paid, directly or indirectly, by the company or any of its subsidiaries in the event of retirement at normal retirement age, (iii) the aggregate of all other remuneration payments made during the company’s last completed financial year and, as a separate amount, proposed to be made in the future, directly or indirectly, by the company or any of its subsidiaries pursuant to any existing plan or arrangement to each director or senior officer, excluding payments to be made for, or benefits to be received from, group life or accident insurance, group hospitalization or similar group benefits or payments, (iv) for any options to purchase capital securities of the company or any of its subsidiaries that, since the commencement of the company’s last completed financial year, were granted to or exercised by directors or senior officials as a group, without naming them, (A) for options granted, (I) the description and number of capital securities included, (II) the dates of the grant, the prices, expiration dates and other material provisions, (III) the consideration received for the granting of the options, and (IV) where reasonably ascertainable, in a summary the price range of the capital securities in the 30-day period preceding the date of the grant and, if not reasonably ascertainable, a statement to that effect, and (B) for options exercised, (I) the description and number of capital securities purchased, (II) the purchase price, and (III) where reasonably ascertainable, in a summary the price range of the capital securities in the 30-day period preceding the date of purchase and, if not reasonably ascertainable, a statement to that effect, and (v) in regard to (A) each director and each senior officer of the company, (B) each proposed nominee for election as a director of the company, and (C) each associate of any such director, senior officer or proposed nominee who is or has been indebted to the company or its subsidiaries at any time since the beginning of the last completed financial year of the company, the largest aggregate amount of indebtedness outstanding at any time during the period, the nature of the indebtedness and of the transaction in which it was incurred, the amount of indebtedness presently outstanding and the rate of interest paid or charged on the indebtedness; (o) a brief description and approximate amount of any material interest, direct or indirect, of any of the following persons in any transaction since the commencement of the company’s last completed financial year or in any proposed transaction that, in either case, has materially affected or will materially affect the company or any of its subsidiaries: (i) any director or senior officer of the company; (ii) any proposed nominee for election as a director of the company; (iii) any shareholder named in answer to clause (k); (iv) any associate or affiliate of any of the persons named in answer to subclauses (i) to (iii); (p) if action is to be taken with respect to the appointment of auditors, name such auditors and, if appointed within the preceding 5 years, the date when they were first appointed; (q) where management functions of the company or a subsidiary are to any substantial degree performed by a person other than the directors or senior officers of the company or subsidiary, (i) details of the agreement or arrangement under which those functions are so performed, including the name and address of any person who is a party to the agreement or arrangement or who is responsible for performing those functions, (ii) the name and address of each insider of any company with which the company or subsidiary has any such agreement or arrangement, (iii) with respect to any person named in answer to subclause (i), the amounts paid or payable by the company and its subsidiaries to that person since the commencement of the company’s last completed financial year and particulars with respect to the payments, and (iv) with respect to any person named in answer to subclause (i) or (ii) or their associates or affiliates, (A) any indebtedness of the person to the company or its subsidiaries that was outstanding, and (B) any transaction or arrangement of the person with the company or subsidiary, at any time since the commencement of the company’s last completed financial year; (r) unless otherwise described above, if action is to be taken on any matter to be submitted to the meeting of shareholders, other than the approval of financial statements, a brief description of the substance of each such matter, or related groups of matters, in sufficient detail to permit shareholders to form a reasoned judgment concerning the matter. (2) The information referred to in subsection (1) must be given as of a specified date that is not more than 30 days prior to the date on which the information circular is first sent to any of the shareholders of the company, and the information circular must be dated as of that specified date. AR 119/2000 s6;97/2021 7 Repealed AR 97/2021 s3. Omission of information 8 (1) Information that is not known to the person on whose behalf the solicitation is to be made and that is not reasonably within the power of the person to ascertain or procure may be omitted from the information circular, if a brief statement is made explaining why the information is unavailable. (2) There may be omitted from the information circular any information contained in any other information circular, notice of meeting or form of proxy sent to the persons whose proxies were solicited in connection with the same meeting, if reference is made to the particular document containing that information. 9 Repealed AR 97/2021 s3. Notice to dissenting shareholder 10 (1) The notice to be given by the transferee company pursuant to section 169(1) of the Act must comply with subsection (2) and must be given to a dissenting shareholder, either personally or by sending it by registered mail (a) to the shareholder’s address registered in the books of the transferor company, and (b) to the address, if any, in Alberta, supplied by the shareholder to the transferor company for the giving of notice to him. (2) The notice referred to in subsection (1) must contain the following information: (a) the names of the transferor company, the transferee company and the dissenting shareholder to whom notice is being given; (b) a brief description of the offer and, if the offer is limited to a certain class or classes of shareholders, the particulars of the shares; (c) a brief description of the consequences of the offer and next steps; (d) any applicable dates and timelines; (e) the signature of the authorized representative of the transferee company. AR 119/2000 s10;97/2021 11 Repealed AR 97/2021 s5. Fees 12 (1) The fees payable under the Act are the fees prescribed in Schedule 2. (2) The Registrar may waive the payment by (a) a department or agency of the Government, or (b) a Provincial agency as defined in the Financial Administration Act of a fee set out in Schedule 2 where the Registrar is satisfied that the department, agency or Provincial agency will not recover the fee from a third party. Repeal 13 The Alberta Companies Regulations (AR 227/67) are repealed. 14 Repealed AR 32/2016 s2. Expiry 14.1 For the purpose of ensuring that this Regulation is reviewed for ongoing relevancy and necessity, with the option that it may be repassed in its present or an amended form following a review, this Regulation expires on October 31, 2028. AR 97/2021 s6;88/2025 Coming into force 15 This Regulation comes into force on July 2, 2000. Schedule 1 Repealed AR 97/2021 s7. Schedule 2 Companies Act 1 The fees payable under the Act are as follows: Companies under Part 9 (a) for Certificate of Incorporation $79.57 (b) for Certificate of Amendment $26.52 (c) for Certificate of Amalgamation $26.52 (d) for Certificate of Restoration $79.57 (e) for Certificate of Dissolution no charge (f) to accompany annual return no charge (g) to accompany annual return if late no charge (h) for Certificate of Status $5.30 (i) for Certificate of Change of Corporate Name $26.52 (j) for any certificate or certification for which a fee is not provided $26.52 (k) for search – for each corporation (microfiche only) $5.30 (l) for certification, per file $5.30 (m) for appointment of a receiver no charge (n) for a printed search, for each corporation $1.06 AR 119/2000 Sched 2;88/2025;93/2026