Special Council Meeting

That the Audited Financial Statements and Auditor's Report for Whitby Page 2 of 6 Special Council Minutes June 25, 2018 - 5:30 PM Hydro Energy Corporation (Consolidated) and Whitby Hydro Electric Corporation for the period ending December 31, 2017 be received for information.

That KPMG be appointed as auditor for Whitby Hydro for the 2018 fiscal year end audit as recommended by the Board of Directors of Whitby Hydro Energy Corporation.

1. That Council approve the merger of Whitby Hydro and Veridian; 2. That Council pass the by-law included in the Special Council meeting agenda in order to approve the proposed amalgamations between: (a) Veridian Corporation and Whitby Hydro Energy Corporation and (b) Veridian Connections Inc. and Whitby Hydro Electric Corporation; and 3. That the Mayor and Clerk are hereby authorized to execute all documents and agreements as are required to implement the proposed amalgamations, and to give effect to the Merger Participation Agreement and Shareholders’ Agreement in substantially the same form as provided to Council under separate cover, on such terms as are acceptable to the Chief Administrative Officer, the Treasurer, and the Town Solicitor.

That leave be granted to introduce By-law # 7418-18 and to dispense with the reading of the by-law by the Clerk and that the same be considered read and passed and that the Mayor and the Clerk sign the same and the Seal of the Corporation be thereto affixed.

That leave be granted to introduce a by-law and to dispense with the reading of the by-law by the Clerk to confirm the proceedings of the Council of the Town of Whitby at its special meeting held on June 25, 2018 and the same be considered read and passed and the Mayor and Clerk sign the same and the Seal of the Corporation be thereto affixed.

Page 5 of 6 Special Council Minutes June 25, 2018 - 5:30 PM That the meeting adjourn.