PLAN OF DISTRIBUTION
Under an agreement (the Underwriting Agreement) dated December 3, 2019 among us and the Underwriters, we have agreed to
sell and the Underwriters have agreed to purchase on the Closing Date, subject to the terms and conditions contained therein, 2,165,000 Offered Shares at a price of $92.50 per Offered Share payable in cash to us against delivery, for aggregate gross
proceeds of $200,262,500. In connection with the Offering, we have agreed to pay the Underwriters a fee of $3.70 per Offered Share issued by us (or 4.0% of the total gross proceeds of the Offering) for aggregate consideration of $8,010,500 for their
services performed in connection with the Offering, upon completion of the Offering. The obligations of the Underwriters under the Underwriting Agreement are several and not joint and may be terminated at their discretion upon the occurrence of
certain stated events as follows: (a) there should occur any material change (actual, contemplated or threatened) in the business, affairs, operations, assets, liabilities (contingent or otherwise), condition (financial or otherwise) or capital
of the Corporation or a change in any material fact, or the Underwriters become aware of any undisclosed material information, which in the opinion of an Underwriter, acting reasonably, would reasonably be expected to have a material adverse effect
on the market price or value of the Offered Shares; (b) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence, catastrophe, accident, natural disaster, public protest, war
or act of terrorism of national or international consequence or any new law or regulation or a change thereof which, in the opinion of an Underwriter, acting reasonably, seriously adversely affects, or involves, or is expected to seriously adversely
affect, or involve, financial markets in Canada or the United States generally or the business, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation; (c) there should occur or commence or be announced or
threatened any inquiry, action, suit, investigation or other proceeding (whether formal or informal) by any governmental authority or any order or ruling is issued under or pursuant to any statute of Canada or the United States or of any province or
territory of Canada, or state of the United States by any governmental authority (other than any such inquiry, action, suit, investigation or other proceeding or order relating solely to any of the Underwriters), which in the reasonable opinion of
an Underwriter would be expected to operate to prevent or materially restrict trading in or distribution of the Offered Shares or would have a material adverse effect on the market price or value of the Offered Shares; or (d) the Corporation is
in breach of any term, condition or covenant of the Underwriting Agreement in any material respect.
Our expenses of the Offering,
estimated to be approximately $700,000, will be paid for by us out of the gross proceeds of the Offering. The Underwriters are responsible for their expenses of the Offering. Subject to certain exceptions contained in the Underwriting Agreement, if
an Underwriter fails to purchase the Offered Shares which it has agreed to purchase, the other Underwriters may, but are not obligated to, purchase such Offered Shares. The Underwriters are, however, obligated to take up and pay for all the Offered
Shares if any Offered Shares are purchased under the Underwriting Agreement.
This Offering is being made concurrently in each of the
provinces of Canada (except Québec) and in the United States pursuant to the multi-jurisdictional disclosure system implemented by securities regulatory authorities in the United States and Canada. The Underwriters will offer the Offered
Shares for sale in the United States and Canada either directly or through their respective broker-dealer affiliates or agents registered in each jurisdiction. No securities will be sold in any jurisdiction except by a dealer appropriately
registered under the securities laws of that jurisdiction or pursuant to an exemption from the registered dealer requirements of the securities laws of that jurisdiction. Subject to applicable law and the terms of the Underwriting Agreement, the
Underwriters may offer the Offered Shares outside the United States and Canada.
The Offering Price was determined by negotiation between
us and the Underwriters with reference to prevailing market conditions. All fees payable to the Underwriters will be paid on account of services rendered in connection with the Offering and will be paid from the proceeds of the Offering.
We have also granted the Underwriters the Over-Allotment Option, exercisable at the Underwriters sole option and without obligation, in
whole or in part, at any time up to 30 days after the Closing Date, to purchase up to an additional 324,750 Common Shares at a price of $92.50 per Common Share on the same terms as set out above to
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