Olympia Trust Corporate & Shareholder Services

Founded in 1996, Olympia Trust Company offers securities transfer agency and corporate trustee services, self-administered registered plans administration and foreign exchange services. Olympia Trust is a wholly owned subsidiary of Olympia Financial Group Inc. a publicly traded company on the TSX-Venture Exchange (TSX V:OLY). >>> more

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Olympia is incorporated under the Loans and Trust Companies Act (Alberta) and is regulated by the province of Alberta. We are also registered with the United States Securities and Exchange Commission and meet all the requirements of the TMX Group of Companies and the New York Stock Exchange as an approved transfer agent and registrar.

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The Corporate & Shareholder Services division of Olympia offers both public and private companies a full suite of securities transfer agent and corporate trustee services. These include: maintenance of securityholder registers; securityholder communications; DRS agent; escrow agent; corporate trustee for warrants, debentures, bonds, mortgages, etc.; depository for corporate actions; disbursing agent; SEDAR filing agent; and trustee for employee plans. >>> more

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Olympia is an industry leader when it comes to innovative thinking and finding practical solutions to even the most complex circumstances. We believe that exceptional service is built upon creating a strong personal relationship with our clients, knowing their needs and addressing them professionally, accurately and on a timely basis. We ensure that the most complex transactions are processed in the most straight forwarded manner without compromising regulatory requirements.

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At Olympia, our strength is in our people. We have assembled a team of highly-trained and experienced professionals who believe providing unparalleled service to our clients and their investors. This strength is supported by our technology, developed by our senior management team to be user friendly, adaptive and secure.

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Olympia represents issuers listed on all the major stock exchanges in North America, including the Toronto Stock Exchange, TSX-Venture Exchange, Canadian National Stock Exchange, New York Stock Exchange, NYSE Amex Equities, and NASDAQ. In addition, we act on behalf of issuers who are interlisted with European, Asian, South American and Australian exchanges.

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Olympia is the first Canadian transfer agent approved by the Depository Trust and Clearing Corporation for the provision of FAST services. This allows Olympia to electronically process securities transactions directly into the US book-based systems without the issuer having the added expense of engaging a U.S. co-transfer agent or other transfer facility in the United States.

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We represent several companies who are not reporting issuers in any jurisdiction and whose securities are not listed on an exchange. By using Olympia, the securityholder registers will be properly maintained in accordance with corporate and industry standards, the responsibility of recordkeeping and certificate issuance is removed from the Corporate Secretary and enhanced processes are put in place to mitigate corporate risk.

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A written instruction with the certificate registration, name of the issuing company, amount of securities held and the current address is required. To request a replacement cheque for one that has been lost, please contact us.

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Some companies offer a DRIP to their investors as a way to purchase additional securities of the company using their dividend payments. In addition, many DRIPs allow participants to make optional cash purchases of securities. Securities purchased through a DRIP are held by Olympia until the investor withdraws their securities and/or ends their participation in the plan. Please visit the Dividend Reinvestment Plans section of our website for more details and to confirm which of our client companies offer DRIPs.

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Registered securityholders may obtain an enrolment form by visiting the Dividend Reinvestment Plans section of our website. Securityholders whose securities are held by a brokerage firm or other intermediary must contact this third party directly to make arrangements for participation in the DRIP.

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Some companies offer investors the ability to receive payments in various currencies. Alternatively, Olympia can exchange the funds on behalf securityholders upon their written request. Please contact us for further information.

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Olympia administers a broad range of employee plans, including employee securities ownership plans (ESOP), long-term incentive plans, employee retention plans, option liquidation plans, bonus plans and more unique plans that are customized to meet the needs of a specific company. >>> more

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An ESOP (employee securities ownership plan) is a plan established by a company to allow its employees to purchase securities of the company through regular payroll deductions.

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Please contact us if you have any questions relating to your account or your company's plan and we will be happy to assist.

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Each employee plan is unique and customized to meet the company's specific needs. Please contact us and we will be happy to discuss the set up and administration of your plan.

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An escrow agreement refers to a contract where assets (for example, securities, cash, property) are held by a third party (an escrow agent) on behalf of transacting parties. The escrow agreement outlines the terms under which the assets are held and under what conditions the assets may be either transferred or released from escrow.

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Olympia has extensive experience in the administration of various escrow agreements, including escrow agreements mandated by a Canadian stock exchange or the Canadian Securities Administrators, performance escrow agreements, asset purchase/sale escrow agreements, and similar agreements. Our extensive knowledge in escrow services allows us to work with each client's unique requirements and to customize our services to meet their needs.

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In most cases, when a company lists its securities on the TSX Venture Exchange (TSX-V), the Toronto Stock Exchange, or the Canadian National Stock Exchange (CNSX), securities held by certain insiders, officers, and directors of the company are required to be surrendered to an escrow agent for deposit under an exchange mandated escrow agreement. The conditions under which the securities may be held, voted, transferred and released are outlined in the escrow agreement in accordance with the applicable exchange policies.

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In general, securities held in accordance with a TSX-V escrow agreement may be transferred if the transfer conditions outlined in the applicable escrow agreement have been met. These conditions vary based on the type of agreement under which the securities are held. Specific instructions can be found in the escrow agreement, or contact us for more information.

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The conditions under which securities may be released from escrow are stipulated in the escrow agreement. Under most escrow agreements, the securities are released on scheduled dates, or when certain performance conditions are met or when a certain transaction is completed. Specific instructions can be found in the escrow agreement, or contact us for more information.

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Before issuing securities from treasury, your company must ensure that it has obtained the necessary approvals (i.e. board of directors, stock exchange, etc.). A Treasury Order, signed by authorized representatives of the company, must be provided to Olympia outlining the number of securities being issued and full registration details. The TSX Venture Exchange has specific requirements as to the content of Treasury Orders. You may obtain a sample Treasury Order here or contact your Account Officer for additional assistance.

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To cancel securities and return them to treasury, your company must ensure it has obtained the necessary approvals (i.e. board of directors, stock exchange, etc.). A Return to Treasury direction must be provided to Olympia outlining the number of securities being cancelled and the full registration details. If applicable, the original physical certificate representing the securities must be surrendered to us for cancellation. The certificate must be fully endorsed by the registered securityholder and properly Signature Guaranteed or Medallion Guaranteed. You may obtain a sample Return to Treasury direction here or contact your Account Officer for additional assistance.

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The Canadian Depository for Securities (CDS) maintains the depository system in Canada. CDS processes transactions, distributes entitlements and holds in custody eligible securities on behalf of brokerage firms and other intermediaries. Securities deposited with CDS may be held in either physical certificate form or electronic form (non-certificated inventory ("NCI") or book entry only ("BEO"))

To make a security eligible for the depository system, your company must first obtain a CUSIP and ISIN from CDS Clearing and Depository Services. Once the ISIN has been assigned, an application must be made to make the security CDS eligible. To apply for your ISIN and request CDS eligibility please visit www.cdsservices.ca.

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The Depository Trust Company ("DTC") maintains the depository system in the United States. It also processes transactions, administers the DRS system, distributes entitlements and holds eligible securities in custody on behalf of brokerage firms and other intermediaries.

DTC eligibility means that securities of a particular issuer may be settled and held in an electronic position with DTC. Not all securities are eligible to be settled through DTC; the issuer must meet certain requirements or qualify for certain exemptions. To apply for DTC eligibility please visit www.dtcc.com/legal/eligibility.

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If your certificate has been lost, stolen or destroyed, notify Olympia as soon as possible by completing our online Notice of Lost Certificate form. We will provide you with the information required to replace the certificate. For further instruction, please refer to our Replacing a Lost Certificate section.

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Notify Olympia as soon as the certificate has been found. The notice must provide the issuer name, certificate registration, certificate number and number of securities, as well as your full contact information. If a replacement certificate has already been issued, the original certificate must be immediately surrendered to Olympia. For further instruction, please refer to our Replacing a Lost Certificate section or contact us.

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Securityholders may contact us by giving notice of an address change, or use our Investor Account Update Form. The notice must include the registered securityholder's full name as it appears on the certificates or account, their new mailing address and any previous mailing addresses that Olympia may have on file.

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If the securityholder's legal name has changed and the securityholder is unable to obtain a signature or Medallion guarantee under the old legal name, all certificate(s) registered in the old name should be presented to Olympia with either:

(a) The securityholder's endorsement under the new legal name on the transfer panel on the reverse of the certificate, or on a separate transfer form; signature or endorsement guarantee stamp provided by a Schedule 1 Canadian chartered bank or trust company; and an original or certified true copy or Medallion guaranteed copy of the document evidencing the name change, or

(b) The securityholder's endorsement under the new legal name on the transfer panel on the reverse of the certificate or on a separate transfer form and a Medallion guarantee provided by a member of an acceptable Medallion guarantee program.

If the securityholder is able to obtain a signature or Medallion guarantee under the old legal name, the standard transfer procedures apply.

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Securities should be registered in a person's full, legal name. Do not use aliases, nicknames, professional designations, titles, etc.

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If the company is a Canadian reporting issuer, the name of their transfer agent can be found on the company's SEDAR profile at www.sedar.com. If the company is not a reporting issuer, the company must be contacted directly or the information may be posted on their website.

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A certificate that is registered in the name of a brokerage firm or other intermediary, instead of in the name of the beneficial holder, is considered to be in "street name." A certificate issued in the name of the securityholder is considered to be fully registered.

Securityholders with fully registered certificates will appear on the company's list of registered securityholders. If a registered securityholder wants to sell securities, the certificate must be endorsed and delivered to their brokerage firm or other intermediary before the security may be traded.

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All public documents filed by Canadian reporting issuers may be accessed on SEDAR at www.sedar.com.

Registered securityholders automatically receive copies of the company's annual audited financial reports. Registered securityholders who wish to receive interim financial reports must annually request to be added to the company's mailing list.

Beneficial securityholders receive the company's annual and interim financial reports only if they request to be added to the company's mailing list annually.

To keep receiving interim financial reports and/or annual financial reports, securityholders must request to be added to the company's mailing list every year.

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Certificates should be kept in a safe, secure, fireproof location like a safety deposit box or safe.

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If the names on the address labels are identical, you can request that Olympia consolidate the positions into one account. If there is a difference between the names on the address labels, for example "John Doe" and "John A Doe", the certificates must be surrendered to us for re-registration. Please contact us for further information.

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Olympia administers certain employee plans, option liquidation plans, dividend reinvestment plans and securities buy back plans which provide for the purchase and/or sale of securities.

Aside from these plans, Olympia does not purchase or sell securities for investors. We suggest you contact a brokerage firm or other intermediary for purchasing or selling securities.

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The Canada Revenue Agency and/or the US Internal Revenue Service requires that the Tax Identification Number be recorded on all tax forms issued to securityholders. Securityholder information such as Tax Identification Numbers is maintained in strictest of confidence by Olympia in accordance with our privacy policy.

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Yes, certificates can be issued in the name of a child who has reached the age of majority in the jurisdiction in which he or she resides.

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The number of securities you own is indicated on the top right hand corner of the face of the certificate. You can contact us to confirm your holdings. To determine the value of the securities you own, you must first obtain the current market price of the securities. You can get this information from the newspaper or the stock exchange's website. Once you have determined the price of the security, multiply it by the number of securities that you own.

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Under current privacy legislation, it is prohibited to release personal information to third parties without their express written and signed consent. Please ask your spouse to contact us directly.

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A letter of transmittal is required to be executed and submitted together with the certificate when surrendering securities under a corporate action, such as an amalgamation, offer to purchase, plan of arrangement, etc.

A blank letter of transmittal form can be obtained by contacting us at corporateactions@olympiatrust.com or by downloading it directly from SEDAR at www.sedar.com. Sometimes it is also available on the company's website.

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Each letter of transmittal is unique to the transaction for which it is required. We recommend that you carefully read the instructions contained in the letter of transmittal and complete the form in accordance with the instructions. For further assistance, please contact us.

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The current market value of securities may be obtained in the newspaper or on the applicable stock exchange's website.

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A cease trade order is issued by a provincial or territorial securities commission. It prohibits the trading or transfer of a company's securities due to the company's failure to meet their disclosure requirements. Trading or transfers of a company's securities cannot resume until the applicable securities commission revokes the cease trade order.

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A stop is a notation against a certificate or security position on an issuer's securityholder register when a claim or demand has been placed against the certificate. Reasons for a stop could be a claim for a lost, stolen or destroyed certificate; a demand by the courts or taxation authorities; or a mandatory hold period (commonly referred to as a legend) as required under securities legislation or stock exchange rules. If a security has a stop transfer notation placed and in effect against it, the security cannot be transferred or traded.

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An authorized representative of a company for which Olympia is the transfer agent and registrar may obtain a list of registered securityholders by: (a) downloading the list from our secure website or (b) contacting their Account Officer via telephone or email. All securityholder lists and reports are available in either electronic or hard copy format.

Those who are not an authorized representative of a company may request a list of registered securityholders of a reporting issuer after complying with the requirements under the Business Corporations Act for the jurisdiction under which the company is incorporated. We recommend that legal counsel be consulted for assistance in this matter.

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A reporting issuer is a company that has issued its securities to the public and is subject to continuous disclosure requirements by one or more of the provincial securities commissions. Reporting issuers must regularly file financial statements and other corporate documentation on SEDAR and distribute these documents to its securityholders.

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SEDAR is the acronym for the System for Electronic Document Analysis and Retrieval. It is the electronic filing system used by reporting issuers to file prospectuses and continuous disclosure documents with the Canadian securities regulators and stock exchanges. Public documents filed on SEDAR may be accessed at www.sedar.com.

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CUSIP is the acronym for the Committee on Uniform Security Identification Procedures. A CUSIP is an alphanumeric identifier, comprised of nine characters, which uniquely identifies the issuer and the security for electronic processing of transactions in North America.

ISIN is the acronym for International Security Identification Number. An ISIN is an alphanumeric identifier, comprised of twelve characters, which uniquely identifies the issuer, the security, and the country where the issuer is incorporated for processing of transactions internationally.

All securities which are publicly listed on a stock exchange must have a CUSIP and/or ISIN. In addition, if a company is not a reporting issuer but would like its securities to become CDS/CDS-X or DTC eligible, it must obtain a CUSIP and/or ISIN. Private companies are not required to have a CUSIP and/or ISIN.

To apply for a CUSIP/ISIN please visit www.cdsservices.ca.

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DRS stands for Direct Registration System. All issuers of securities that are traded on the NYSE, NASDAQ and AMEX are required to make available to their securityholders the ability to own securities registered in their names without the issuance of a physical certificate. Ownership of securities is recorded on the books of the issuer and a statement evidencing the security positions are mailed to the holder. DRS allows for the movement of securities between brokerage firms and the transfer agents electronically.

Olympia offers DRS services to both our US and Canadian issuers, as well as to our private clients. For further information on DRS please contact us.

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The shareholder meeting process is governed by the Business Corporations Act under which the company is incorporated and under National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer.

When calling a meeting of its securityholders, companies are required to deliver to all securityholders who enjoy voting rights an information package which includes a form of proxy or a voting instruction form (VIF).

Registered securityholders can vote by either attending the meeting and voting in person, or by completing the form of proxy and returning it to the tabulators prior to the voting cutoff time noted on the proxy. Also, registered securityholders may vote online on Olympia's secure website.

When investors purchase securities through a brokerage firm, bank or other intermediary, they are referred to as beneficial holders, because the securities are not registered in their personal names. When opening an account with an intermediary, investors are required to indicate which securityholder meeting materials, if any, they wish to receive. Securityholder meeting materials, including proxies or VIFs and Information Circulars, are delivered to beneficial holders based on the instruction provided to their intermediary.

Beneficial securityholders can vote on company business by completing the proxy or VIF and returning it to the tabulators, or by telephone or internet voting prior to the established voting cutoff time indicated on the proxy or VIF. For beneficial securityholders to vote in person at a meeting, they must complete the proxy or VIF and appoint themselves as the proxyholder.

All securityholders are encouraged to review the proxy materials carefully and follow the voting instructions contained in the materials to ensure that their votes are properly counted at the meeting.

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All registered securityholders and duly appointed proxyholders are entitled to attend and vote at a meeting of securityholders. The person designated as the Chairman of the meeting has the discretion to decide if guests or beneficial securityholders are permitted to attend the meeting.

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Every securityholder has the right to appoint a person or persons to attend as a proxyholder on the securityholder's behalf at the meeting. They do not need to be a securityholder. To exercise this right, the securityholder must carefully follow the instructions in the form of proxy or VIF, which explain the procedure for appointing a proxyholder.

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A beneficial securityholder should contact their brokerage firm to ensure their account was properly coded to receive proxy materials. If the account was not coded to receive these materials, the holder must request a proxy or VIF from their brokerage firm. Once the securityholder has given their voting instructions, the proxy or VIF must be returned to the brokerage firm so they can execute the form and deliver it to the tabulator before the voting cutoff. Beneficial securityholders cannot vote in person at a meeting unless they have appointed themselves as a proxyholder.

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To get a replacement tax slip, contact us specifying your name, mailing address and the security for which you require the replacement tax slip. If your address has changed, the notice should confirm both your previous and current address.

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T5 tax slips are issued to investors who receive dividend and interest payments in a calendar year. T5 tax slips are required to be mailed to investors by February 28/29 for the previous year.

T3 tax slips are issued to investors who receive distributions declared on Trust Units in a calendar year. T3 tax forms are required to be mailed by March 31 for the previous year.

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Contact us. If available, provide a copy of the tax slip and indicate what information requires correction. Otherwise please let us know your name, address, issuer name, the amount of securities you hold and what information needs correction.

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To transfer a security, the registered owner must execute the transfer panel on the reverse of the certificate or execute a securities transfer form. To complete the transfer panel or Securities Transfer Form , you must:

1. Fill in the name and address of the person to whom the securities are being transferred (the "transferee").
2. Provide the Social Insurance Number or Tax Identification Number of the transferee.
3. Indicate the number of securities and class of securities being transferred.
4. Fill in the name of the company (for Securities Transfer Form).
5. Insert the date.
6. Sign the transfer panel or securities transfer form. If the securities are held jointly, each registered securityholder must sign exactly as their name appears on the face of the certificate or account.
7. The signature(s) of the registered holder(s) appearing on the face of the certificate or account must be either signature or Medallion guaranteed.

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Yes, the fees for transferring a certificate vary based on the number of certificates being issued and cancelled, the type of transfer, method of delivery, etc. You are welcome to contact us for a breakdown of transfer fees.

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There are different types of transfers involving securities registered in the name of a deceased holder and the requirements vary in each case. Where the security is registered to an individual holder (not held jointly) who is not a resident in the province of Quebec, the procedure for transfer depends on whether the estate is probated or non-probated. For further information, visit the Transferring Securities from an Estate section on our site.

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If a certificate is registered in the name of a minor, each parent/guardian must sign the security transfer form and each signature must be signature or Medallion guaranteed.

The endorsed certificate must be accompanied by either (a) an original or certified true copy of the child's birth certificate together with an sworn affidavit of a parent named on the birth certificate stating that he/she is the legal custodian of the minor; or (b) a notary-certified or certified true copy of a court order appointing the child's guardian.

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A signature or Medallion guarantee is required in order to transfer securities. It tells us, as the transfer agent, that the signature is genuine, the person who has endorsed the certificate is the appropriate person to sign and the endorser has legal capacity to sign.

A Medallion guarantee can be obtained from most full service investment dealers and most Canadian banks that are members of an acceptable Medallion guarantee program (STAMP, SEMP and MSP).

A Signature Guarantee can only be obtained from certain major Canadian Schedule 1 chartered banks or trust companies.

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A guarantee may be obtained outside of North America from a financial institution that has a corresponding affiliate in Canada or the United States. The foreign financial institution will make the necessary arrangements with its affiliate in Canada or the United States for their guarantee to be placed over the affiliate's Medallion guarantee stamp.

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No, lawyers cannot guarantee signatures for the transfer of securities.

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A corporate signing resolution is a document that states who is authorized to execute documents and conduct business on behalf of a corporate entity. A corporate signing resolution must be presented together with the certificate when requesting a transfer of securities that are registered in the name of a corporation. The resolution must contain the name of the corporation (which should be identical to the name on the certificate), provide the name, title and original specimen signatures of all authorized signatories, be certified by the Corporate Secretary or other authorized signatory and be dated within the past six (6) months. You can obtain a form of Corporate Signing Resolution here.

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Yes, a corporate signing resolution for a company with a sole signing officer must be presented with the certificate when requesting a transfer. The resolution must contain the name of the corporation (which must be identical to the registration appearing on the face of the certificate), and provide the name, title and original specimen signature of the authorized signatory. In addition, the corporate resolution must be notarized by a Notary or sworn before a Commissioner for Oaths in the province or territory in which the transfer is submitted. You may obtain the form of corporate resolution for a company with a sole signing officer here.

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The Paperless Legal program eliminates the need for paper documentation in support of legal transfers, such as the transfer of securities from a corporate entity and estate transfers, to be submitted to the transfer agent. Brokerage firms and other intermediaries will affix a Medallion guarantee stamp on the transfer panel on the reverse of the certificate or securities transfer form. This signifies that all required legal documents have been obtained and approved by them.

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A certificate should not be endorsed unless it is being transferred or sold. The signature on the transfer panel or transfer form must be identical to the name appearing on the face of the certificate. Once endorsed, the certificate becomes a negotiable instrument. We recommend that the certificate is signed in the presence of the person providing the Signature or Medallion guarantee.

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