The Meeting was requisitioned on behalf of certain dissident priority unitholders (the “Dissident Unitholders”) for the purpose of replacing the former independent trustees of Noranda Operating Trust, who subsequently resigned from its Board of Trustees (the “Board”) on September 10, 2010. On October 7, 2010, the vacancies on the Board were filled by the current Independent Trustees. Summary biographies of the Independent Trustees are set out below and more detailed information about their extensive experience and qualifications can be found in the Circular. Despite the replacement of the former independent trustees, the Dissident Unitholders have not withdrawn their requisition and now seek to replace the current Independent Trustees at the Meeting with four individuals nominated by the Dissident Unitholders (the “Dissident Nominees”). Important details of the background to this requisition are set out in the Circular. This Meeting represents a crucial point for the future of the Fund and, accordingly, Unitholders are urged to carefully review the Circular and related materials and strongly advised to cast their vote and follow the Board’s recommendation.
The Board and Canadian Electrolytic Zinc Limited (the “Manager”), the manager and administrator of the Fund and its Salaberry-de-Valleyfield, Quebec processing facility, unanimously recommend that Unitholders vote AGAINST the resolutions proposed by the Dissident Unitholders by voting the WHITE proxy that is being mailed with the Circular in accordance with the Fund’s recommendation.
The Board believes that the Dissident Unitholders are not acting in the best interests of the Fund or its Unitholders and, if the Dissident Nominees are elected, the Board strongly believes that the sustainability of the Fund will be placed in serious jeopardy and Unitholders will be giving up their chance to enjoy improved value and returns expected from the Fund’s current business plan. The Board’s recommendation is made for the following reasons:
The Board has acted and will continue to act in the best interests of the Fund and all priority unitholders, and the continued support of Unitholders (regardless of the number of units held) is very important to the Board and to protecting the value of Unitholders’ investments. It is requested that Unitholders complete the WHITE proxy and vote AGAINST the Dissident Unitholders’ resolutions and discard any materials received from the Dissident Unitholders.
If Unitholders have any questions or need assistance in casting their vote or voting their WHITE proxy, they are encouraged to contact the Fund’s proxy solicitation and information agent, Mackenzie Partners, Inc., toll-free at 1-800-322-2885 or call collect at 212-929-5500.
Summary Biographies of the Current Independent Trustees
John J. Swidler, Chair of the Board and Chair of the Independent Committee of Noranda Operating Trust, is a Senior Advisor specializing in corporate finance at RSM Richter LLP where he previously served in the positions of Managing Partner and Chairman of the firm’s executive committee. Mr. Swidler has been a director of Reitmans (Canada) Limited since April 2, 2008, where he is also a member of the Audit Committee. Mr. Swidler also serves on the board of directors of Dollarama Inc., where he is Chair of the Audit Committee. Mr. Swidler holds a Chartered Accountant (CA) designation and in 1992 received his Fellow Chartered Accountant (FCA) designation from the Ordre des comptables agrees du Quebec.
Jean Pierre (J.P.) Ouellet has been an advisor to St-Lawrence Capital since 2008. Formerly, he has held such positions as senior partner of the law firm Stikeman Elliott LLP, where he specialized in capital markets transactions as well as mergers and acquisitions, and Senior Vice-President, Chief Legal Officer and Corporate Secretary of Canadian National Railways Inc. More recently he served as a senior executive with RBC Capital Markets, where he had overall responsibility for its activities in Quebec and was involved in several major capital markets transactions, in both equity and debt financings, as well as many mergers and acquisitions. Mr. Ouellet currently serves on numerous corporate and non-profit boards of directors, including the Caisse de depot et placement du Quebec, where he chairs the board’s Ethics and Governance Committee and sits on the Human Resources Committee; Richmont Mines Inc., where he chairs the board’s Governance Committee; GBO Inc.; and the MacDonald Steward Foundation.
Barry Tissenbaum is an independent consultant of B.A.T. Consulting which provides advisory services to numerous companies. Mr. Tissenbaum is a former senior partner with Ernst & Young LLP in Toronto where he headed their Retail & Consumer Products division and worked for many years in the Entrepreneurial Services Group and served as the Toronto Mid-Town Managing Partner. Mr. Tissenbaum received his Chartered Accountant (CA) designation from Quebec in 1968 and from Ontario in 1974. Mr. Tissenbaum currently serves on numerous corporate boards of directors, including Corel Corporation and Medworxx Solutions Inc., where he is Chair of the Audit Committee. He is on the Independent Review Committee of Faircourt Asset Management, and on advisory boards of numerous private companies. Mr. Tissenbaum also served on the board of Universal Energy Group Ltd., where he was a director and Chair of the Audit Committee, and Northstar Healthcare Inc., where he was a member of the Audit Committee.
Francois R. Roy is a corporate director with extensive past executive experience including as the Chief Financial Officer at Telemedia Corporation, a Canadian media company, and also at Avenor Inc., an international forest products company, and Quebecor Inc. Mr. Roy began his career at The Bank of Nova Scotia, where he held several positions in Canada and the United States. He subsequently worked for Societe generale de financement du Quebec. He was also Vice Principal (Administration and Finance) at McGill University from 2007 to 2010 and, in that capacity, was McGill’s Chief Financial Officer and Chief Administration Officer. He has been a corporate director since 1998 and sits on the boards of Transcontinental Inc., Fibrek Inc., Macquarie Power & Infrastructure Income Fund and Caisse de depot et placement du Quebec.
Noranda Income Fund is an income trust whose units trade on the Toronto Stock Exchange under the symbol “NIF.UN”. Noranda Income Fund was created to acquire Noranda Inc.’s CEZ processing facility and ancillary assets (the “CEZ processing facility”) located in Salaberry-de-Valleyfield, Quebec. The CEZ processing facility is the second-largest zinc processing facility in North America and the largest zinc processing facility in eastern North America, where the majority of its customers are located. It produces refined zinc metal and various by-products from zinc concentrates purchased from mining operations. . The CEZ processing facility is operated and managed by Canadian Electrolytic Zinc Limited.