Resolutions of the sole shareholder of Newmarket Hydro Holdings Inc.
Whereas the Corporation of the Town of Newmarket (the "Sole Shareholder") is the sole shareholder of Newmarket Hydro Holdings Inc. (the "Corporation"); and,
Whereas the Sole Shareholder by a Shareholder Declaration dated November 1, 2000, appointed Mayor as its legal representative for the purpose of communicating any shareholder consent or approval required by either the terms of the Shareholder Declaration or the Business Corporations Act (Ontario) (the "OBCA"); and,
Whereas the Corporation owns a majority of the common shares of Newmarket-Tay Power Distribution Ltd. ("NT Power") and NT Holdings Inc. ("NT Holdings"); and pursuant to s.102(2) of the OBCA where a body corporate is the shareholder of a corporation the corporation shall recognize any individual properly authorized by the body corporate to represent it at meetings of shareholders of the corporation; and,
Whereas pursuant to s.104 of the OBCA a written resolution dealing with all the matters required to be dealt with at a shareholders meeting and signed by the shareholders entitled to vote at that meeting satisfies all requirements of the OBCA relating to that meeting of shareholders; and,
Now therefore be it resolved by the Municipal Council of the Corporation of the Town of Newmarket as follows:
- That the Mayor, as the Sole Shareholder's legal representative, is directed to sign the following Corporation Shareholder resolutions:
- That the Corporation's financial statements for the financial year ended December 31, 2023, together with the report of the Corporation's auditors, KPMG LLP, thereon dated May 30, 2024, be approved and adopted; and,
- That KPMG LLP be appointed auditors of the Corporation to hold office until the next annual meeting of shareholders at such remuneration as may be fixed by the sole director and the sole director is authorized to fix such remuneration; and,
- That Ian McDougall, be appointed as the sole director of the Corporation to hold office until the next annual meeting of shareholders or until his successor is elected or appointed; and,
- That Ian McDougall, so long as he is the sole director of the Corporation, shall represent the Corporation at meetings of shareholders of NT Power and NT Holdings; and,
- That all acts, contracts, bylaws, proceedings, appointments elections and payments, enacted, made, done and taken by the directors and officers of Newmarket Hydro Holdings Inc. to December 31 , 2023, as the same are set out or referred to in the resolutions of the board of directors, the minutes of the meetings of the board of directors or in the financial statements of Newmarket Hydro Holdings Inc., are approved, sanctioned and confirmed.
- That the Mayor, as the Sole Shareholder's legal representative, direct Ian McDougall, the sole director and legal representative of Newmarket Hydro Holdings Inc., to sign the following NT Power shareholder resolutions in lieu of an annual meeting:
- That the financial statements of NT Power for the financial year ended December 31, 2023, together with the report of NT Power’s auditors, KPMG LLP, thereon dated April 26, 2024, be approved and adopted; and,
- That KPMG LLP be appointed auditors of NT Power to hold office until the next annual meeting of shareholders at such remuneration as may be fixed by the directors and the directors are authorized to fix such remuneration; and,
- That D. Charleson, B. Gabel, C. Wraggett, D. Priore, J. Taylor, T. Walker and D. Wattling are elected directors of NT Power to hold office until the next annual meeting of shareholders or until their successors are elected or appointed; and,
- That all acts, contracts, bylaws, proceedings, appointments elections and payments, enacted, made, done and taken by the directors and officers of NT Power to December 31, 2023, as the same are set out or referred to in the resolutions of the board of directors, the minutes of the meetings of the board of directors or in the financial statements of NT Power, are approved, sanctioned and confirmed.
- That the Mayor, as the Sole Shareholder’s legal representative, direct Ian McDougall, the sole director and legal representative of Newmarket Hydro Holdings Inc., to sign the following NT Holdings shareholder resolutions in lieu of an annual meeting:
- That the financial statements of NT Holdings for the financial year ended December 31, 2023, together with the compilation report of KPMG LLP be approved and adopted; and,
- That KPMG LLP be appointed auditors of NT Holdings to hold office until the next annual meeting of shareholders at such remuneration as may be fixed by the directors and the directors are authorized to fix such remuneration; and,
- That I. McDougall and Y. Semsedini are elected directors of NT Holdings to hold office until the next annual meeting of shareholders or until their successors are elected or appointed; and,
- That all acts, contracts, bylaws, proceedings, appointments elections and payments, enacted, made, done and taken by the directors and officers of NT Holdings to December 31, 2023, as the same are set out or referred to in the resolutions of the board of directors, the minutes of the meetings of the board of directors or in the financial statements of NT Holdings, are approved, sanctioned and confirmed.