A material contract is a contract that a reporting issuer considers significant enough to its business, operations, or financial condition that investors would reasonably need to know of its existence and its material terms in order to make an informed investment decision. National Instrument 51-102 requires a reporting issuer to list material contracts in its annual information form and, subject to specified exceptions, to file the contracts themselves on SEDAR+.

What counts as a material contract

Not every contract a company signs is material. A contract entered into in the ordinary course of business — a routine service agreement, a standard commercial lease at market terms — is generally excluded from the material contract disclosure requirement unless its terms are unusual, its financial magnitude is significant relative to the issuer's overall business, or it creates a dependency that investors would need to understand. Within the Direct-Hold Solutions structure, the categories of contract most likely to meet the materiality threshold are:

Management and services agreements. The technology services agreement between the technology vendor and the commercial operator, and any general partner or administrator agreement governing how a Direct-Hold Solution is managed, describe the compensation arrangement and the scope of authority delegated to the manager. These agreements are material because they define who is entitled to act on behalf of the vehicle and on what economic terms.

Property management contracts. An agreement under which a third party or an affiliate manages the day-to-day operation of a property — leasing, maintenance, tenant relations — is material where the arrangement affects the fee structure or operating cost base of the underlying asset.

Major leases. A lease with a tenant that represents a significant share of a property's rental income, or a lease with unusual terms — a long initial term, a below-market rent concession, an unusual renewal or termination right — is disclosed where it is significant enough to affect an investor's understanding of the asset's income stability. See Market and Property Risk for the tenant concentration risk this disclosure relates to.

Where investors can find or request material contracts

Material contracts required to be filed are filed as exhibits to the annual information form on SEDAR+ (or the equivalent registry in the applicable jurisdiction — EDGAR in the United States, the CNMV's electronic registry in Spain, the CNBV's STIV-2 platform in Mexico), where they are publicly available. Where a contract is exempted from the filing requirement — for example, because disclosure of specific commercial terms would be seriously prejudicial to the issuer's interests — the AIF still discloses the existence and general nature of the contract, and a registered investor may request additional information consistent with applicable disclosure rules through the channel described in Investor Relations Policy.

Confidential treatment

Certain commercially sensitive terms within an otherwise disclosable contract — pricing formulas, specific counterparty concessions — may qualify for confidential treatment under applicable securities law, permitting redaction of those specific terms from the publicly filed version while the balance of the contract remains available. Confidential treatment is granted by the applicable regulator, not determined unilaterally by the issuer, and applies to specific terms rather than to the existence of the contract itself.

See also

• Corporate Governance Documents — the board and committee instruments that oversee material contract review
• Investor Relations Policy — how investors direct inquiries about disclosed contracts
• Legal Proceedings — the parallel AIF disclosure item for pending litigation