Cigna Corporation
900 Cottage Grove Road
Bloomfield, Connecticut 06002

September 26 , 2019

To the beneficial owners, or representatives acting on behalf of the beneficial owners, of the outstanding notes listed in the below table (collectively, the “Notes”):

Issuer: Cigna Holding Company


Title of Series


CUSIP Number


4.500% notes due 2021


125509BP3


4.000% notes due 2022


125509BS7


8.30% notes due 2023


125509AG4


7.65% notes due 2023


125509AH2


3.250% notes due 2025


125509BU2


7.875% debentures due 2027


125509AZ2


3.050% notes due 2027


125509BV0


8.30% step-down notes due 2033


125509BE8


6.150% notes due 2036


125509BH1


5.875% notes due 2041


125509BQ1


5.375% notes due 2042


125509BT5


3.875% notes due 2047


125509BW8

Issuer: Express Scripts Holding Company

 


Title of Series


CUSIP Number


3.300% senior notes due 2021


30219GAL2


4.750% senior notes due 2021


30219GAE8


3.900% senior notes due 2022


30219GAF5


3.050% senior notes due 2022


30219GAT5


3.000% senior notes due 2023


30219GAQ1


3.50% senior notes due 2024


30219GAK4


4.500% senior notes due 2026


30219GAM0


3.400% senior notes due 2027


30219GAN8


6.125% senior notes due 2041


30219GAG3


4.800% senior notes due 2046


30219GAP3

Issuer: Medco Health Solutions, Inc.


Title of Series


CUSIP Number


4.125% senior notes due 2020


58405UAG7

* * * * * *

We are considering undertaking certain transactions with respect to the Notes. If you are a beneficial owner, or a representative acting on behalf of a beneficial owner, of the Notes that is a Qualified Holder (as described below), please complete the Eligibility Letter on the next page and return it to D.F. King & Co., Inc. at the address set forth in the Eligibility Letter. Additionally, if you are a Qualified Holder who is an Eligible Canadian Holder, please complete the Canadian Eligibility Letter on the next page in addition to the Eligibility Letter. If you are a beneficial owner of the Notes that is not a Qualified Holder, please do not take any action at this time.

A “Qualified Holder” is a beneficial owner that certifies that it is:
(a)   a “Qualified Institutional Buyer,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or
(b)   a person that is outside of the “United States” and is
(i) not a “U.S. person,” as those terms are defined in Rule 902 under the Securities Act and
(ii) a “non-U.S. qualified offeree.”
The definitions of “Qualified Institutional Buyer,” “United States,” “U.S. person” and “non-U.S. qualified offeree” are set forth in Annex A.

In addition, if you are an “Eligible Canadian Holder” (as defined below), please so indicate below.

An “Eligible Canadian Holder” is a Qualified Holder who certifies that it is:
(a)   entitled under applicable provincial or territorial securities laws to acquire securities without the benefit of a prospectus qualified under such securities laws;

(b)   an “accredited investor,” as such term is defined in National Instrument 45-106—Prospectus Exemptions (“NI 45-106”) or Section 73.3(1) of the Securities Act (Ontario), as applicable, and a “permitted client,” as such term is defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”));
(c)   is either
(i) acquiring securities as principal,
(ii) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation of a jurisdiction of Canada (other than a trust company or trust corporation registered solely under the laws of the Province of Prince Edward Island) or a foreign jurisdiction acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be, or
(iii)   a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an advisor or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; and
(d)   was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106. The definitions of “accredited investor” and “permitted client” are set forth in Annex A.

I am an "Eligible Holder"

I am an "Eligible Canadian Holder"

I am not an "Eligible Holder"


RESPONSE MUST BE RECEIVED NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 4, 2019.

This letter neither is an offer nor a solicitation of an offer with respect to the Notes nor creates any obligations whatsoever on the part of Cigna Corporation to make any offer or on the part of the recipient to participate if an offer is made.

COMPLETED FORMS MUST BE FAXED TO THE ATTENTION OF D.F. KING & CO., INC., THE INFORMATION AGENT, AT (212) 709-3328. You may direct any questions about the eligibility process to D.F. King & Co., Inc., Attention: Andrew Beck, telephone: (800) 499-8541 (toll free) or (212) 269-5550 (collect); email: Cigna@dfking.com.

Very truly yours,

CIGNA CORPORATION

ANNEX A

DEFINITIONS

“Qualified Institutional Buyer” means:

      1.    Any of the following entities, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

(a)      Any insurance company as defined in Section 2(a)(13) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);

(b)       Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or any business development company as defined in Section 2(a)(48) of the Investment Company Act;

(c)       Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

(d)      Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(e)       Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974;

(f)       Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (1)(D) or (E) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(g)      Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”);

(h)      Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and

(i)        Any investment adviser registered under the Investment Advisers Act.

2.       Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;

3.       Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a Qualified Institutional Buyer;

4.       Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other Qualified Institutional Buyers, that is part of a family of investment companies which own in aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies.  Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that:

(a)      Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and

(b)       Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor);

5.       Any entity, all of the equity owners of which are Qualified Institutional Buyers, acting for its own account or the accounts of other qualified institutional buyers; and

6.       Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

For purposes of the foregoing definition:

1.       In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

2.       The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published.  In the latter event, the securities may be valued at market for purposes of this section.

3.       In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

4.       “Riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a Qualified Institutional Buyer, including another dealer acting as riskless principal for a Qualified Institutional Buyer.

* * * * * *

“U.S. person” means:

1.       Any natural person resident in the United States;

2.       Any partnership or corporation organized or incorporated under the laws of the United States;

3.       Any estate of which any executor or administrator is a U.S. person;

4.      Any trust of which any trustee is a U.S. person;

5.       Any agency or branch of a foreign entity located in the United States;

6.       Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

7.      Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

8.       Any partnership or corporation if:

(a)        Organized or incorporated under the laws of any foreign jurisdiction; and

(b)       Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

The following are not “U.S. Persons”:

1.       Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

2.       Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(a)           an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(b)           the estate is governed by foreign law;

3.       Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

4.       An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

5.       An agency or branch of a U.S. person located outside the United States if:

(a)            the agency or branch operates for valid business reasons; and

(b)           the agency or branch is engaged in the business of insurance or  banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

6.       The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations and their agencies, affiliates and pension plans and any other similar international organizations, their agencies, affiliates and pension plans.

Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

* * * * * *

“United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

* * * * * *

“Non-U.S. qualified offeree” means:

1.        in relation to each member state of the European Economic Area (each, a “Relevant Member State”) which has implemented the Directive 2003/71/EC (as amended, including by Directive 2010/73/EU (the “2010 PD Amending Directive”), the “Prospectus Directive”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State:

(a)           any legal entity which is a qualified investor as defined in Article 2(1)(e) of the Prospectus Directive; or

(b)           any other entity in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no offer of Cigna Corporation debt securities to such entity would require Cigna Corporation or any other person to publish a prospectus pursuant to Article 3 of the Prospectus Directive;

2.        in relation to the European Economic Area, not a “retail investor”;

3.        in relation to the United Kingdom, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Financial Promotion Order”), (ii) who are high net worth entities and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or

4.        any entity outside the United States, the United Kingdom and the European Economic Area to whom the offers related to Cigna Corporation debt securities may be made in compliance with all other applicable laws and regulations of any applicable jurisdiction.

        For purposes of clause (2) of this definition, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive (as defined above).

* * * * * *

“accredited investor” means:

1.        except in Ontario, a Canadian financial institution or a Schedule III bank;

2.        in Ontario, a financial institution described in paragraph 1, 2 or 3 of section 73.1(1) of the Securities Act (Ontario);

3.        except in Ontario, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

4.        in Ontario, the Business Development Bank of Canada;

5.        except in Ontario, a subsidiary of any person referred to in paragraph (1) or (3) above, if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

6.        in Ontario, a subsidiary of any person or company referred to in paragraph (2) or (4) above, if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

7.        except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer;

8.        in Ontario, a person or company registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except as otherwise prescribed by regulations;

9.        an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (7) above;

10.        an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

11.        except in Ontario, the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;

12.        in Ontario, the Government of Canada, the government of a province or territory of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or of the government of a province or territory of Canada;

13.        a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

14.        any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

15.        except in Ontario, a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada;

16.        in Ontario, a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a province or territory of Canada;

17.        an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000;

18.        an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000;

19.        an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;

20.        an individual who, either alone or with a spouse, has net assets of at least $5,000,000;

21.        a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements;

22.        an investment fund that distributes or has distributed its securities only to:

(a)        a person that is or was an accredited investor at the time of the distribution;

(b)        a person that acquires or acquired securities in the circumstances referred to in Section 2.10 (Minimum amount investment) or 2.19 (Additional investment in investment funds) of NI 45-106; or

(c)        a person described in paragraph (a) or (b) that acquires or acquired securities under Section 2.18 (Investment fund reinvestment) of NI 45-106;

23.        an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;

24.        a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;

25.        a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

26.        a registered charity under the Income Tax Act (Canada) that, in regard to trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

27.        an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraph (1), (3), (5), (7) or (15) above (and, in Ontario, paragraph (2), (4), (6), (8) or (16) above) in form and function;

28.        a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;

29.        an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;

30.        a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor;

31.        in Ontario, a person or company that is recognized or designated by the Ontario Securities Commission as an accredited investor; or

32.        a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

For purposes of the foregoing definition all monetary references are in Canadian Dollars and:

“Canadian financial institution” means:

1.        a representative. an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under Section 473(1) of the Cooperative Credit Associations Act (Canada); or

2.        a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada.

control person” has the same meaning as in securities legislation except in Manitoba, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Québec where control person means any person that holds or is one of the combination of persons that holds:

1.        a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer; or

2.        more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of the issuer.

director” means:

1.        a member of the board of directors of a company or an individual who performs similar functions for a company; and

2.        with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company.

eligibility adviser” means:

1.        a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed;

2.        in Manitoba, also means a lawyer who is a practising member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada; provided that the lawyer or public accountant must not have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons; and

3.        have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous twelve months.

EVCC” means an employee venture capital corporation that does not have a restricted constitution and is registered under Part 2 of the Employee Investment Act (British Columbia) and whose business objective is making multiple investments.

executive officer” means, for an issuer, an individual who is:

1.        a chair, vice chair or president;

2.        a vice president in charge of a principal business unit, division or function including sales, finance or production; or

3.        performing a policy-making function in respect of the issuer.

financial assets” means:

1.        cash;

2.        securities; or

3.        a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation.

foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada.

founder” means, in respect of an issuer, a person who:

1.        acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer; and

2.        at the time of the distribution or trade is actively involved in the business of the issuer.

fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction.

jurisdiction” means a province or territory of Canada except when used in the term foreign jurisdiction.

investment fund” means a mutual fund or a non-redeemable investment fund and, for greater certainty in British Columbia, includes an EVCC and VCC.

local jurisdiction” means the jurisdiction in which the Canadian securities regulatory authority is situate.

non-redeemable investment fund” means an issuer:

1.        whose primary purpose is to invest money provided by its security holders;

2.        that does not invest;

(a)        for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund; or

(b)        for the purpose of being actively involved in the management of any issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

3.        that is not a mutual fund.

person” includes:

1.        an individual;

2.        a corporation;

3.        a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not; and

4.        an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other lega

regulator” means, for the local jurisdiction, the Executive Director as defined under securities legislation of the local jurisdiction.

related liabilities” means:

1.        liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets; or

2.        liabilities that are secured by financial assets.

Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada).

spouse” means, an individual who:

1.        is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual;

2.        is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or

3.        in Alberta, is an individual referred to in paragraph (1) or (2) above or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).

subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

VCC” means a venture capital corporation registered under Part 3 of the Small Business Venture Capital Act (British Columbia) whose business objective is making multiple investments.

* * * * * *

 permitted client” means:

1.        a Canadian financial institution or a Schedule III bank;

2.        the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

3.        a subsidiary of any person or company referred to in paragraph (1) or (2) above, if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary;

4.        a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer;

5.        a pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;

6.        an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (1) to (5) above;

7.        the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;

8.        any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

9.        a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

10.        a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be;

11.        a person or company acting on behalf of a managed account managed by the person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

12.        an investment fund if one or both of the following apply:

(a)        the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;

(b)        the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada;

13.        in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;

14.        in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;

15.        an individual who beneficially owns financial assets, as defined in section 1.1 of NI 45-106, having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds CAD$5 million;

16.        a person or company that is entirely owned by an individual or individuals referred to in paragraph (15) above, who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction;

17.        a person or company, other than an individual or an investment fund, that has net assets of at least CAD$25 million as shown on its most recently prepared financial statements;

18.        a person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (1) to (17) above.