SHAREHOLDERS' AGREEMENTS

Translating business objectives into shareholders agreements
Tara D'Andrea
Thomas C. Griffiths

Minority shareholder protection
Andrea M. Freund

Share transfer provisions: exit strategies
W. Paul Fitzgerald

Litigating & resolving disputes relating to shareholders’ agreements
Harry C.G. Underwood

Customizing shareholders' agreements to maximize protection
John Sypnowich

Adapting agreements to business changes
Sandra G. McLeod

Tax issues in shareholders’ agreements
Robert Martini

Andrea Freund is a partner at Blakes, practicing in the Business, Privacy and Life Sciences Groups in the Toronto office. Andrea's corporate/commercial practice extends to various areas of business law, including mergers and acquisitions, corporate financings and reorganizations, in a number of different industries, such as food and beverages, pharmaceuticals, entertainment, oil and gas, and metals. She has experience representing clients in complex transactions dealing with both corporate and securities issues. As part of her privacy practice, Andrea advises clients on federal and provincial privacy legislation, including advising clients of their companies' obligations under the legislation and reviewing and drafting privacy policies. She is a member of the Blakes committee on privacy, which meets regularly to discuss recent developments in the area of privacy law and has been a presenter at a number of internal Firm privacy seminars. She is also a member of the Canadian Bar Association Privacy Law Section - Advocacy and Government Relations Committee.

Harry Underwood is a partner in McCarthy Tétrault LLP's Litigation Section in Toronto. In 25 years of practice, he has acted as lead counsel in many trials and appeals before the courts of Ontario, the Federal Court of Canada and the Supreme Court of Canada. Mr. Underwood has also appeared before various administrative tribunals and is experienced in arbitration proceedings under both domestic and international law regimes. His particular concentration is in complex commercial disputes, including securities, corporate law and banking and insolvency matters. Mr. Underwood appears in the 2005 Canadian Legal Lexpert Directory, a guide to the leading law firms and practitioners in Canada, as a leading lawyer in the areas of corporate commercial litigation and medical negligence.

Krista Hill (416.865.7953; khill@torys.com) is a partner at Torys LLP and practises corporate and securities law, with an emphasis on mergers and acquisitions (both public and private), corporate finance, and public/private partnerships. Krista also practises in the energy and power area and is a member of Torys' Energy and Power Practice Group. She has participated in many large mergers, acquisitions and divestitures in Canada in recent years, including Manulife Financial's C$18 billion cross-border acquisition of John Hancock Financial Services, GSW's C$393.5 million acquisition by A.O. Smith by way of a takeover bid, Borealis Infrastructure's £3.2 billion acquisition, as a member of a consortium, of the South of England and Scotland gas distribution networks from National Grid Transco, and Ontario Power Generation's C$3.1 billion lease of the Bruce nuclear facility to Bruce Power, a subsidiary of British Energy. Krista speaks and writes frequently on energy and power and M&A matters. She was admitted to the Ontario bar in 1996 and obtained her B.A. in 1991 and her LL.B. in 1994 from the University of Toronto.

Functional and Industry Experience
Sandra has earned an enviable reputation for helping her clients plan for a strong financial future through effective income tax planning strategies, family business succession planning and sound investment advice. Sandra has over 20 years of estate, tax and wealth management experience. She was previously a partner with a large international CA firm where she specialized in tax, estate and financial planning. Sandra is an accomplished speaker and writer. As Director, Sandra is leading a team of professionals that is highly respected for its client focused, innovative and energetic approach to entrepreneurial-minded businesses.

Sector/service expertise
Sandra's expertise covers a wide range of activities, including helping you identify and prioritizing your goals and objectives, providing comprehensive and innovative solutions for personal and corporate tax planning and minimization, structuring tax efficient compensation strategies, maximizing the return on sale of your business, and planning the ultimate transfer of your estate.

She will explore the benefits and uses of insurance for your estate planning needs. As a Certified CAFÉ Family Council Facilitator, Sandra has the skills to facilitate family business meetings, assist with the development of strategic plans and plan any corporate restructuring that may be necessary to implement your business or succession plans.

Professional Designations and Memberships
Fellow Chartered Accountant
Chartered Accountant
Trust and Estate Practitioner
Certified Public Accountant (ILL)
Certified Financial Planner Bachelor of Commerce, University of Windsor Member, Canadian Tax Foundation
Member, Estate Planning Council
Women's Executive Network

Personal and Community Involvement
Author and frequent speaker on various tax topics, estate and succession planning Regular speaker on ROB TV Speaker at Strategy Institute and Federated Press conferences Tutor, CICA Advanced Tax Issues for the Owner-Manager and Income Tax Practice courses Celebrity Clown in Toronto Santa Claus parade in support of Sick Kids Hospital Past Board member of many community organizations including, William Osler Foundation Gala Committee, Best Buddies of Canada, Girl Guides of Canada, Junior Achievement (Toronto and Manitoba), St. Boniface Hospital and Health Sciences Research Centre in Manitoba

Sandra is an avid golfer and member of Weston Golf and Country Club.

Tara graduated with a BAH (Hons.) from Queen's University in 1995 and obtained her LLB from Dalhousie University in 1998. She was called to the Ontario Bar in 2000. At law school, Tara received a number of awards for academic performance. She was also honoured by the Law Society of Upper Canada for placing among the highest-scoring candidates in the Ontario bar admissions course.

Professional Associations
- Canadian Bar Association (Business Law)
- Canadian Venture Capital Association

Education and Year of Call
- Called to the Ontario Bar - 2000
- Dalhousie University, LL.B. - 1998 Toronto McMillan Binch Mendelsohn LLP Montréal - Queen's University, B.A.H (first class Honours)

Tom Griffiths is Vice President & Associate General Counsel of Fairmont Hotels & Resorts and as such provides legal services to its Fairmont, Raffles, Swissôtels and Delta hotel management divisions, its real estate division involved in hotel ownership and development, and the publicly-traded Real Estate Investment Trust, Legacy Hotels REIT. His work is focused on mergers, management agreements, joint ventures and financings but he deals with the entire range of legal needs of these hotel enterprises.

Functions:
Senior Vice-President, Corporate and Legal Services, and Secretary - ING Canada Inc. - October 1997 -

- Responsible for Secretary's Office, Law Department, Compliance, Ombudsperson's Office, Risk Management, Business Continuity and Corporate Security.

Vice-President and General Counsel - Bell Canada - 1996-1997

- Responsible for Law Department in Ontario, Commercial transactions, international alliances and joint ventures, corporate matters of subsidiaries.

Vice-President, General Counsel and Secretary - Provigo Inc. - 1994-1996

- Responsible for Law Department, Secretary's Office, public financing, environment.

Vice-President, General Counsel and Secretary - Laurentian Insurance Company Inc. - 1985-1994

- Responsible for Law Department, Secretary's Office, Environment, Public Relations, Donations and Sponsorships.

Vice-President, General Counsel and Secretary - National Bank of Canada - 1980-1985

- Responsible for Law department, Secretary's Office, Translation Services, Public Relations Services, Senior Management Office, national and international financing.

Acting General Counsel - Gaz Metropolitan Inc. - 1977-1980

- Responsible for Law Department and Secretary's Office, internal controls in relation to perpetual Trust Deeds.

Student and Articling Student - McCarthy, Tétrault, 1976-1977.

Other Functions:
- Member, Vice-President and Chair of the Conservation and Environmental Board of the Province of Québec - 1988-1993.
- Governor of Université du Québec - 1988-1993.
- Université de Montréal : teaching Insurance and Trust Law.
- Member of various foundations and fund raising activities; author of the Book "Gestion de réunions" and other articles; speaker at legal and business conferences.

Educational Background
LLB of McGill University - 1976
Bar of the Province of Québec - 1977
Bar of the Law Society of Upper Canada - 2000.

Robert Martini is a partner and a member of Aird & Berlis LLP's Tax Group and Transportation Team. Robert practices tax law with a focus on corporate tax planning and reorganizations, ownermanager tax planning with an emphasis on real estate, mergers and acquisitions, international taxation, cross-border taxation issues as well as GST and sales tax matters. He also has experience dealing with personal, domestic and international tax planning and wealth preservation. Prior to practicing law, he was a Tax Manager of the International Tax Group of a major public accounting firm. Robert is the Author of numerous tax articles on taxation affecting owner-manager businesses, real estate, cross-border taxation and estate planning. He is a regular speaker on topical tax issues for a number of seminars and professional conferences in Canada and the U.S. He is an Instructor for the Bar Admission Course, Law Society of Upper Canada on taxation.

Mark Surchin is a partner at Goodmans practicing in the areas of private equity and debt financing. He has been involved in many acquisitions and other corporate transactions involving the negotiation of definitive agreements including shareholder agreements. He also has extensive expertise related to the senior credit facilities and subordinated debt of many businesses and income trusts and in the public debt component of income securities structures. Mark's private equity activities include:

- acting on behalf of a group of investors in the $2.55 billion acquisition of Shoppers Drug Mart/Pharmaprix by the group;

- acting for BG Affiliates, a private fund, in its acquisition of K-Bro Linen and its exit by way of the successful initial public offering of K-Bro Linen Income Fund; and

- acting for Premier Salons in its acquisition by Falconhead Capital, a New York private equity investment firm and the merger of Premier Salons with the operations of Stonewater Spas, an existing Falconhead portfolio company.

Mark is the President of the Toronto club of the alumni association of Brandeis University. He joined Goodmans in 1987 and became a partner in 1989.

John Sypnowich has been General Counsel at Emergis Inc. since September, 1999 and Vice-President and General Counsel since January, 2001. Prior to joining Emergis Inc., John occupied a number of legal positions within the BCE Group, most recently as Assistant General Counsel, Bell Canada. Prior to joining the BCE Group, John was in private practice in Montreal.

A member of the Quebec Bar, John has considerable experience in the corporate, commercial and information technology fields. John holds a B.A. from the University of Toronto and an LLB and BCL from McGill University.

Emergis powers business interactions, developing and managing solutions that automate transactions and the secure exchange of information. With expertise in electronic health-related claims processing and management systems, payment enablement, and loan processing, Emergis delivers solutions to the leading health insurance companies, government agencies and about 2,400 pharmacies in Canada, and to top financial institutions in North America. The Company's shares (TSX: EME) are included in the S&P/TSX Composite Index.