ENERFLEX SYSTEMS LTD. ANNUAL INFORMATION FORM For the ...

ENERFLEX SYSTEMS LTD. – ANNUAL INFORMATION FORM
Corporate Cease Trade Orders or Bankruptcies
On December 2, 2003, the Ontario Securities Commission issued a temporary cease trade order, effective for 15
days from the date of the order, and subsequently issued a cease trade order on December 15, 2003, pursuant to
subsection 127(1) of the Securities Act (Ontario), prohibiting certain trustees of the ACS Freezers Income Trust (“the
Trust”) and certain directors and officers of Atlas Cold Storage Holdings Inc. (“ACSHI”), including Mr. J. Nicholas
Ross, from trading in the securities of the Trust. This sanction was imposed for a failure to file financial statements
contrary to subsection 77(1) of the Securities Act (Ontario). The delay in filing financial statements was caused by
the discovery of accounting irregularities, which are now the subject of an Ontario Securities Commission proceeding
brought against certain officers of ACSHI. The cease trade order remained in effect until May 11, 2004
On December 1999, Hartland Pipelines Services Ltd. was petitioned into bankruptcy following proceedings initiated
under the Companies Creditor Arrangement Act (Canada) in November 1999. Mr. Leonard A. Cornez was an officer
of Hartland Pipelines Services Ltd. from September 1999 until February 2000.
No director, officer or promoter of the Issuer has been the subject of any penalties or sanctions imposed by court or
a securities regulatory authority relating to trading in securities, the promotion, formation or management of a
publicly traded issuer or involving theft or fraud, other than penalties for late filing of insider reports. The foregoing
information, not being within the knowledge of the Issuer, has been furnished by the respective directors, officers
and promoters of the Issuer individually.
Conflicts of Interests
Investors should be aware that some of the directors and officers of the Company are directors and officers of other
private and public companies. Some of these private and public companies may, from time to time, be involved in
business transactions or banking relationships which may create situations in which conflicts might arise. Any such
conflicts shall be resolved in accordance with the procedures and requirements of the relevant provisions of the
Canada Business Corporations Act, including the duty of such directors and officers to act honestly and in good faith
with a view to the best interests of the Company.
LEGAL PROCEEDINGS
The Corporation is involved in various claims and litigation as a regular part of its business. Management believes
that the resolution of these claims and litigation (which in certain cases are, subject to applicable deductibles,
covered by insurance) will not have a materially adverse effect on its financial position or results of operations.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
Other than as set forth elsewhere in this Annual Information Form, management is unaware of any person who has
been a director, or senior officer of the Company at any time since the beginning of the last financial year, nor any
proposed nominee for election as director of the Company, nor any associate or affiliate of the foregoing, has any
material interest, direct or indirect in any transaction since the commencement of the Company’s last financial year
or in any proposed transaction which has materially affected or would materially affect the Company.
TRANSFER AGENTS AND REGISTRARS
The transfer agent and registrar for the Corporation is Computershare Trust Company of Canada. The register of
transfers of the Corporation’s securities is located at Toronto, Ontario, Canada.
MATERIAL CONTRACTS
Except for contracts entered into by the Company in the ordinary course of business or otherwise disclosed herein,
the only material contracts entered into or to be entered into by the Company which can reasonably be regarded as
presently material are the following:
Amended and Restated Shareholder Rights Plan Agreement dated February 12, 2003.
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