Table of Contents

• LETTER TO SHAREHOLDERS
• NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
• MANAGEMENT PROXY CIRCULAR
  • Questions and Answers on Voting and Proxies
  • Business of the Meeting
  • Board of Directors
    • > Nominees for Election to the Board of Directors
    • > Board Tenure (Director Nominees)
    • > Director Independence and Other Relationships
    • > Board/Director Assessment
    • > Attendance of Directors
    • > Director Compensation
    • > "At Risk" Investment and Year Over Year Changes
  • Appointment of Auditors and Report of Audit Committee
    • > Appointment of Auditors
    • > Report of the Audit Committee
  • Adoption of 2009 Performance Option Plan
  • Corporate Governance
    • > Statement of Corporate Governance Practices
    • > Corporate Governance and Nominating Committee Report
  • Compensation
    • > Report of the Compensation Committee and Compensation Committee Responsibilities and Procedures
    • > Compensation Discussion and Analysis
    • > Executive Compensation
    • > Performance Graphs
  • Ownership of Shares
  • Directors' and Officers' Liability Insurance
  • Voting Shares
  • Shareholder Proposal
  • 2010 Shareholder Proposals
  • Additional Information
  • Directors' Approval
  • Appendices
    • > Appendix A – Disclosure of Corporate Governance Practices
    • > Appendix B – Resolution of Shareholders – 2009 Performance Option Plan
    • > Appendix C – 2009 Performance Option Plan
    • > Appendix D – Shareholder Proposal
    • > Appendix E – Board of Directors Charter
    • > Appendix F – Audit Committee Charter