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## performance Share unit plan 

In the first quarter of 2011, a new long-term incentive compensation arrangement, a Performance Share Unit (PSU) plan was approved by the Directors. As approved by shareholders at the 2011 Annual General Meeting, the Company is permitted to issue up to 200,000 shares from treasury in settling bonus entitlements under the PSU plan. 

Grants of PSUs will be at the discretion of the Human Resources and Corporate Governance Committee of the Board (HR Committee), within the limitations of the PSU plan and subject to the rules and policies of applicable regulatory authorities. PSUs may be issued under the PSU plan to any eligible employee of the Company or its subsidiaries who have rendered meritorious services that contributed to the success of the Company or any of its subsidiaries, as determined by the HR Committee. Directors who are not full-time employees of the Company may not participate in the PSU plan. The PSU plan is expected to reward Management Committee members for performance, which is expected to drive long-term shareholder value. 

The amount payable to each participant under the PSU plan in respect of a particular grant of PSUs shall be determined by multiplying the number of PSUs (which will be adjusted in connection with the payment of dividends by the Company as if such PSUs were common shares held under a dividend reinvestment plan) by a performance multiplier to be determined by the Board of Directors and by the fair market value of a common share at the vesting date. The PSUs will vest at the end of a three-year period if agreed upon performance measures are met. The measures for the plan will be approved annually by the HR Committee. 

The PSU plan shall be paid by one or more of the following forms: (i) cash; (ii) common shares; or (iii) non-voting equity shares. Common shares and non-voting equity shares may be obtained from the market or from treasury of the Company in order to pay out PSUs in accordance with their terms. Issuances of PSUs also may not result in the following limitations being exceeded: (a) the aggregate number of shares issuable to insiders pursuant to the PSU plan, the share option plan or any other security-based compensation arrangement of the Company exceeding 10% of the aggregate of the issued and outstanding shares at any time; and (b) the issuance from treasury to insiders, within a 12-month period, of an aggregate number of shares under the PSU plan, the share option plan and any other security-based compensation arrangement of the Company exceeding 10% of the aggregate of the issued and outstanding shares. 

## performance Share unitS 

The Company has issued 16,459 performance share units to named executive officers during the first quarter of 2011. The carrying amount of the liability and the compensation expense recognized relating to the performance share units as at, and for, the fiscal 2011 reporting period was as follows: 

## For the fifty-two weeks ended December 31, 2011: 

<img src='content_image/172087.jpg'>

The assumptions used in determining the fair value of the liability and related compensation expense for the performance share units were as follows: 

<img src='content_image/172088.jpg'>

