Regular Council Meeting

That Items a) through c) be received for information.

WHEREAS the Shareholder Direction, as amended dated June 14, 2010, between The Corporation of the Town of Whitby (the “Shareholder”) Whitby Hydro Energy Corporation (the “Corporation”) provides, pursuant to paragraph 5.2 (o) and (q) thereof, that neither the Corporation nor any Subsidiary thereof will, without the approval of the Shareholder, borrow money or provide financial assistance to any Subsidiary in an amount exceeding Five Million Dollars ($5,000,000) or grant a security interest in or otherwise encumber its assets, or, enter into an agreement, commitment, arrangement, undertaking or involvement which would allow recourse to the assets of the Corporation or any of its Subsidiaries, or which would create any encumbrance, lien, security interest or recourse of any Third Party in such asset; AND WHEREAS Whitby Hydro Electric Corporation is a Subsidiary of the Corporation; AND WHEREAS Whitby Hydro Electric Corporation ( the “Subsidiary”) wishes to borrow up to the sum of Six Million Dollars ($6,000,000) from Ontario Infrastructure Projects Corporation (“OIPC”) and grant a security interest in its assets to OIPC for the purposes of funding and implementing the Provincially mandated Smart Meter Program; MINUTES OF A SPECIAL MEETING OF COUNCIL FOR THE PURPOSES OF THE ANNUAL MEETING OF THE SHAREHOLDER OF WHITBY HYDRO ENERGY CORPORATION HELD ON MONDAY, APRIL 11, 2011, AT THE HOUR OF 5:30 P.M., IN COMMITTEE ROOM ONE OF THE WHITBY MUNICIPAL BUILDING AND WHEREAS the approval of

That this Special Meeting of Council be adjourned.