Regular Council Meeting

WHEREAS the Corporation of the Town of Whitby (the “Shareholder”) is the registered and beneficial owner of all of the issued and outstanding shares of Whitby Hydro Energy Corporation (the “Corporation”); AND WHEREAS the Shareholder executed a Shareholder Direction dated June 26th, 2000 (the “Shareholder Direction”) with respect to the Corporation; AND WHEREAS the Shareholder wishes to amend the Shareholder Direction as set forth herein; NOW THEREFORE THIS AMENDMENT NO. 24 TO THE SHAREHOLDER DIRECTION WITNESSESS: 1. The Shareholder Direction Article 4.2 (b) is hereby amended to read as follows: st 4.2 (b) Board and Term Effective February 1 , 2012 The Board for the Corporation shall consist of the following members elected by the Shareholder for the following terms or until a successor is elected. 1. Ross Batten Until November 30, 2012 2. Don MacMaster Until November 30, 2012 3. Patricia Perkins Subject to Article 4.3 4. Judi Longfield Until November 30, 2013 5. Sue Pitchforth Until November 30, 2013 6. Patrick McNeil Until November 30, 2014 2. The amendments

That the Audited Financial Statements and Auditor’s Report for Whitby Hydro Energy Corporation (Consolidated) and Whitby Hydro Electric Corporation for the period ending December 31, 2011 be received for information.

That Deloitte & Touche be appointed as the Auditors for the Whitby Hydro Energy Corporation and the Whitby Hydro Electric Corporation for a one-year term.

That this Special Meeting of Council be adjourned.