Share Ownership Guidelines Policy for Directors and Senior Executives

A. Introduction

To ensure that the interests of directors and senior executives of the Company are aligned with those of shareholders, the Company requires directors, the Chief Executive Officer (CEO) and other Named Executive Officers (NEOs) to maintain a significant ownership stake in the Company over their tenure. NEOs are those falling within the definition under securities regulations.

B. Applicability

This policy is applicable to the Company's directors, the CEO and the Company's other NEOs.

C. Minimum Ownership Requirements:

This policy is applicable to the Company's directors, the CEO and the Company's other NEOs.

Directors Three (3) times the annual retainer, of which at least one times the annual retainer is to be held in shares and the remainder may be held in DSUs.
CEO Three (3) times the annual base salary, of which at least one times the annual base salary is to be held in shares and the remainder may be held in RSUs and PSUs.
Other NEOs One (1) times the annual base salary, of which at least 1/3 of the requirement is to be held in shares and the remainder may be held in RSUs and PSUs.

If an individual simultaneously serves as the CEO and a director, that person must meet the more rigorous applicable guideline.

D. Eligible Ownership:

The following may be used in determining share ownership:

  1. Shares owned directly
  2. Shares owned jointly or separately by the individual's spouse
  3. Shares held in trust for the benefit of the individual, the individual's spouse and/or children
  4. Deferred Share Units
  5. Performance Share Units
  6. Restricted Share Units

Stock options do not count toward meeting these guidelines.

E. Valuation Methodology:

The value of the individual's share ownership requirement is based upon such individual's then current base salary or annual retainer. The determination of whether the individual meets the applicable guidelines will be made in January of each year, effective as at close of business December 31 of the prior year and will be based on the volume weighted average closing price of the Company's shares on the Toronto Stock Exchange for the 20 trading days preceding and including the last trading day of that prior calendar year.  Individuals will be notified by email in January of each year as to the status of their compliance with these guidelines.

In the event of an increase in an individual's base salary or annual retainer, he or she will have one (1) year from the time of the increase to meet the increased ownership guideline.

F. Compliance, Timing and Enforcement:

The applicable guideline level of Company ownership is expected to be satisfied by each individual within five (5) years after first becoming subject to ownership guidelines or after the date of appointment to his or her position.

Once the individual's level of ownership satisfies the applicable guideline, ownership at the guideline level is expected to be maintained continuously for as long as the individual is subject to these guidelines.

The Human Resources Committee of the Board of Directors (the "Committee") shall have authority to administer these guidelines. Upon the request of an individual subject to these guidelines, the Committee may grant a waiver of these guidelines in consideration of the personal circumstances of the individual. The Board of Directors or the Committee, as authorized by the Board of Directors, may at its discretion provide extensions to meet the ownership guidelines and may at its discretion implement measures regarding non-compliance with the ownership guidelines including without limitation, postponing further grants of long term incentive (LTI) compensation until such guidelines have been met or requiring that a portion of any payout of LTI (including stock options, RSUs, PSUs or DSUs) be applied toward the purchase of shares or take such other measures as it may consider appropriate in the circumstances.

The Committee shall review these guidelines from time to time and make recommendations to the Board of Directors for modifications as necessary or appropriate.

This Share Ownership Guidelines Policy is hereby amended and approved by the Board of Directors as of December 8, 2016, to be effective starting January 1, 2017.