Special Council

1. That the corrections to the agenda be approved. In Favour: Mayor Van Bynen, Deputy Mayor & Regional Councillor Taylor, Councillor Kerwin, Councillor Twinney, Councillor Kwapis, Councillor Bisanz Opposed: None (6 in favour, 0 opposed)

1. That the Newmarket Hydro Holdings Inc. Report of the President dated October 25, 2017 regarding the establishment of a subsidiary company (the “Subsidiary”) to Newmarket Hydro Holdings Inc. (“NHHI”) and Tay Hydro Holdings Inc. (“THI”) be received and the following resolutions be adopted: Special Council Minutes | Monday, January 15, 2018 Page 2 of 4 a. The establishment of the Subsidiary with 100 issued shares as an Ontario corporation for the pursuit of the Business Case is authorized and approved; and, b. The subscription of 93 common shares of the Subsidiary for the aggregate amount of $93 by NHHI is authorized and approved; and, c. The entering into of the Shareholders Agreement in the form of draft provided to Municipal Council is authorized and approved; and, d. Paul Ferguson, the Mayor and the Clerk are authorized for and on behalf of Municipal Council to execute and deliver the Shareholders Agreement in the form approved herein with such changes therein, if any, as Paul Ferguson, the Mayor and the Clerk executing the Shareholders Agreement in their discretion may approve, their approval of any such changes to be conclusively evidenced by their execution and delivery of the Shareholders Agreement and the Shareholders Agreement so executed and delivered shall be deemed to be the Shareholders Agreement approved by these resolutions; and, e. Paul Ferguson, acting alone, is authorized for and on behalf of Municipal Council and NHHI to establish the Subsidiary and approv

2018-01 A By-law to Confirm the proceedings of the January 15, 2018 Special Council Meeting. 1. That By-law 2018-01 be enacted.