20180925Avita to Staff Attachment_032A.pdf

TOR_P2Z:556180.1 200206041835
MATERIAL CHANGE REPORT
PURSUANT TO
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 118(2) OF THE SECURITIES ACT (ALBERTA)
SECTION 84(1) OF THE SECURITIES ACT (SASKATCHEWAN)
SECTION 75(2) OF THE SECURITIES ACT (ONTARIO)
SECTION 73 OF THE SECURITIES ACT (QUEBEC)
SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA)
SECTION 76(2) OF THE SECURITIES ACT (NEWFOUNDLAND)
1. Name of Reporting Issuer:
Hydro One Inc.
483 Bay Street, 10th Floor
Toronto, Ontario
M5G 2P5.
2. Date of Material Change
June 4, 2002.
3. Press Release
The attached press release was issued by Hydro One Inc. (“Hydro One”) on June 4, 2002
and was issued at Toronto, Ontario. The press release was widely disseminated.
4. Summary of Material Change
All of the external members of Hydro One’s board of directors announced their
resignation effective as of June 4, 2002.
5. Full Description of Material Change
The material change is described in the attached press release which is hereby
incorporated by reference herein.
6. Reliance on Confidentiality Section of the Act
Not applicable.
7. Omitted Information
Not applicable.
Staff_PR_032(AVA) Attachment A 1 of 4
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TOR_P2Z:556180.1 200206041835
8. Senior Officer
For further information, contact:
Joan M. Prior
Hydro One Inc.
483 Bay Street, 10th Floor
Toronto, Ontario
M5G 2P5
Telephone: [phone]
9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to herein.
DATED at Toronto, Ontario this 5th day of June, 2002.
HYDRO ONE INC.
By:“Joan M. Prior”
Joan M. Prior
Executive Vice President, General
Counsel and Secretary
IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT
REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR THIS
REGULATION THAT AT THE TIME AND IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.
Staff_PR_032(AVA) Attachment A 2 of 4
Attention Business Editors:
Hydro One Board of Directors resigns
TORONTO, June 4 /CNW/ - All external members of the Board of Directors of
Hydro One Inc. today resigned en masse on the heels of legislation introduced
in the Legislature to fire the directors.
The board had already scheduled an afternoon meeting to decide whether to
resign in protest over the Ontario Government's continuing interference with
its running of the $3.5-billion-a-year of gross revenues corporation. The
legislation was introduced less than an hour before the meeting.
"Given the turn of events and lack of confidence of the government, we
feel we have no option but to resign," said Sir Graham Day, departing chairman
of Hydro One.
Premier Ernie Eves had threatened to fire the board after demanding the
directors roll back the compensation of the senior management of Hydro One.
Sir Graham said the board delivered a proposal for a revised package to the
government on Friday afternoon. The package was delivered by the 5 p.m.
deadline set by the government, even though the legal counsel acting on behalf
of the government initially declined to receive the package.
Despite the government's response, Sir Graham said, "the board felt the
compensation packages were fair and reasonable for a major Canadian company."
"We didn't pull these figures out of a hat. We systematically benchmarked
the cash compensation against other comparable public companies -- including
those that were trying to hire away our top management because they are so
good at what they do."
Sir Graham said the board agreed "very reluctantly" to alter the
compensation package when a proposal was put forward Friday morning by senior
management as a possible solution to the government's demands for a rollback.
The proposal reduced the compensation for senior management and
eliminated the change of control provisions that the board had put in place to
ensure that senior staff would remain in their jobs to assist the company
during times of major transition. (The change-of-control provisions are not
applicable to the status quo or for a move to an initial public offering of
shares.)
Sir Graham said the Ontario government has been aware of the changing
compensation packages since the company was established in 1999.
He said the board from its inception worked within a context of
commercializing the company and more recently to prepare for an initial public
offering of shares. A number of the directors were asked to join the board
specifically to help prepare the company to become an independent commercial
success.
"Our job was to put management and systems in place to be a viable
independent business. We've done that," he said. "We're proud of the company
and proud of the staff."
He said that without mutual respect between the government, which is
Hydro One's sole shareholder, and the board, "there is little point in the
board continuing."
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