What votes are required to approve the Acquisition and Arrangement Resolution and the resolution approving the adoption of the Rights Plan?
The Acquisition and Arrangement Resolution must be approved by at least 662/3% of the votes cast by all Shareholders and Optionholders who are represented at the Meeting, voting together as a single class. In addition, the Acquisition and Arrangement Resolution must be approved by a simple majority of the votes cast by all “Minority Shareholders” represented at the Meeting. The term “Minority Shareholders” excludes Shareholders such as BPCL, its affiliates and the directors and senior officers of the Corporation and BPCL. As required by the TSX, the resolution approving the adoption of the Rights Plan must be approved by: (i) a majority of votes cast by Shareholders; and (ii) a majority of votes cast by Shareholders, other than those owned by any holder of Common Shares holding in excess of 20% of the outstanding Common Shares and their associates, affiliates and insiders. Accordingly, in respect of the second vote, the votes of Shareholders such as BPCL, its associates, affiliates and
