1 | Page
FOR THE SPECIAL MEETING OF THE MEMBERS OF THE PRIVATE CAPITAL MARKETS
TO BE HELD ON JANUARY 17, 2018
In reviewing the following, please note that the requirement under the Association’s
governing legislation (Canada’s Not For Profit Corporation’s Act) is to give members
sufficient detail of the matters to permit them to form a reasoned judgment on the
business, and to provide them the text of any special resolution. Although there is a
subjective component to what constitutes sufficient detail, we feel it would make sense to
include the more material type information one would see in a notice of a shareholders’
meeting being held for purposes of voting on a merger type transaction where securities
laws apply. Accordingly, we’ve tried to follow the same sort of format, but at a less detailed
or comprehensive level.
SOLICITATION OF PROXIES
This Information Circular is provided in connection with the solicitation of proxies by
management of the Private Capital Markets Association (the “PCMA”) for the 2017 special
meeting of members of the Association (the “Members”) to be held at WeirFoulds LLP, 66
Wellington Street West, Suite 4100, TD Bank Tower, Toronto, Ontario, on January 17, 2018.
Members have the right to appoint a nominee (who need not be a Member) to represent
them at the Meeting other than the persons designated in the enclosed form of Proxy, and
may do so by inserting the name of the appointed representative in the blank space
provided on the first page of the form of proxy. Forms of proxy will NOT be valid for the
Meeting or any adjournment of the Meeting unless it is completed and signed by the
Member or by his attorney authorized in writing.
The persons named in the enclosed form of proxy are directors and or executives of the
Association and have indicated their willingness to represent as proxy the Members who
appoints them. Each Member may instruct his or her proxy how to vote by completing and
submitting the proxy form as more particularly described on the proxy form.
INFORMATION ABOUT THE MERGER
Private Capitals Market Association (“PCMA”) is a not-for-profit organization established with
a mandate to be an industry voice for its members in respect of promoting and fostering the
private capital markets in Canada. PCMA was continued under the Canada Not-For-Profit
Corporations Act on January 16, 2014. Similar to PCMA, the National Exempt Market