Vote counting per the MIC

[Kaliboo]

On page 5 of the MIC under "What is Requisite Approval?" it seem that it is not just 2/3 required to pass, but (1). 2/3 of common shareholders AND (2)  2/3 of "Securityholders" collectively.  Securityholders include common shareholders + RSU holders + option holders.  And (3) 50%+1 by shareholders Including Proxies present at the meeting, excluding votes purusant to MI 61-101.

So the indicated percentage has to be met or exceeded with each of these three groupings for the deal to pass.  That's more difficult than simply 2/3 of all voting.  So in group 1 you have to be a commonshareholder (not RSUs or options) to be counted in that group.  So this filters out managment and the board voting their RSUs and options from impacting this voting class and protects commonstockholders rights.

Anyone understand MI 61-101 Canadian securities law?   Sounds like it is there to protect the little guys, like most of us.

[thg]

On page 5 of the MIC under "What is Requisite Approval?" it seem that it is not just 2/3 required to pass, but (1). 2/3 of common shareholders AND (2)  2/3 of "Securityholders" collectively.  Securityholders include common shareholders + RSU holders + option holders.  And (3) 50%+1 by shareholders Including Proxies present at the meeting, excluding votes purusant to MI 61-101.

So the indicated percentage has to be met or exceeded with each of these three groupings for the deal to pass.  That's more difficult than simply 2/3 of all voting.  So in group 1 you have to be a commonshareholder (not RSUs or options) to be counted in that group.  So this filters out managment and the board voting their RSUs and options from impacting this voting class and protects commonstockholders rights.

Anyone understand MI 61-101 Canadian securities law?   Sounds like it is there to protect the little guys, like most of us.

Kali, 100% of RSU holders will be voting YES, because (1) They are all insiders, and (2) if the deal passes the RSU's vest immediately.

[Stavros]

If my sometimes faulty memory serves me correctly this time, I seem to recall that the MIC states that the XOM offer REQUIRES that all RSUs and Options MUST VOTE YES. I don't have the MIC available to check.

[Kaliboo]

If my sometimes faulty memory serves me correctly this time, I seem to recall that the MIC states that the XOM offer REQUIRES that all RSUs and Options MUST VOTE YES. I don't have the MIC available to check.

You are correct.  But that doesn't matter because while "common shareholders" are also "security holders" as defined, the converse is not true.  Group 1 consists only of common shareholders of record.  RSU holders are NOT common shareholders.  So group 1 must vote YES with 2/3 or more of the votes from that group for the deal to pass, in addition to the requirement being met separately in the other two groups.  So in this case the common shareholders, as defined, we decide the outcome of this deal because the other two groups will vote YES.  IF the last 2 groups vote yes, but common shareholders vote NO by 1/3 or more, then the deal is dead.  That's my interpretation.  Disclaimer - from an engineer not a lawyer.