Item - 2012.EX18.2

City Council on April 10 and 11, 2012, adopted the following:

1          City Council appoint the City Manager or his designate as the City’s proxy holder for the purposes of the annual shareholders’ meeting of Enwave Energy Corporation (“Enwave”) to be held on April 17, 2012 and any adjournment of that meeting and direct the proxy holder to attend same and vote:

a.         to approve the minutes of the 2010 Annual Meeting held on July 20, 2011;

b.         to receive the annual audited financial statements of Enwave for the fiscal year ended October 31, 2011 together with the auditor’s report on those statements;

c.         to receive the unaudited financial statements for the first quarter ended January 31, 2012;

d.         to reappoint Ernst & Young LLP, Chartered Accountants, as Enwave’s auditor, and authorize the directors of Enwave to fix the auditor's remuneration;

e.         to accept the resignation of the individual identified in Confidential Appendix A to Attachment 1 to the report (February 27, 2012) from the City Manager, as a Director of Enwave effective as of the close of business on December 7, 2011;

f.          to confirm the appointment of the individual identified in Confidential Appendix A to Attachment 1 to the report (February 27, 2012) from the City Manager, as a Director of Enwave effective as of the close of business on December 7, 2011 and to hold office until the third annual meeting of the shareholders of Enwave to be held after the April 17, 2012 annual shareholders meeting, or until his successor is elected or appointed;

g.         to elect as directors of the Enwave Board:

i.          Councillor Gary Crawford as the designate of the Mayor and to allow for a variation in the term of the appointment, such term to end after the first annual meeting of Enwave's shareholders to be held after the April 17, 2012 annual shareholders meeting, or until his successor is elected or appointed;

ii.         the two citizens nominated by BPC Penco and identified in Confidential Appendix A to Attachment 1 to the report (February 27, 2012) from the City Manager, whose term is to end after the third annual meeting of Enwave's shareholders to be held after the April 17, 2012 annual shareholders' meeting, or until their successors are elected or appointed; and

iii.        the two citizens identified in Confidential Appendix A to Attachment 1 to the report (February 27, 2012) from the City Manager, whose term is to end after the first annual meeting of Enwave's shareholders to be held after the April 17, 2012 annual shareholders' meeting and to allow for a variation in the terms of the appointments of these Directors, or until their successors are elected or appointed;

h.         to appoint as the Chair of the Enwave Board the individual identified in Confidential Appendix A to Attachment 1 to the report (February 27, 2012) from the City Manager; and

i.          at the proxy holder's discretion on any minor amendment or minor variation to matters specified in the notice of such meeting or on any other minor matter that may properly come before such meeting or any adjournment thereof.

2.         City Council waive Sections 3.2 and 3.7 of the Public Appointments Policy to accommodate the full length of service permitted by the Policy and to permit the individuals identified in Confidential Attachment 5 to the report (February 27, 2012) from the City Manager, to be elected to the Enwave Board of Directors.

3.         City Council authorize and direct the Deputy City Manager and Chief Financial Officer and the City Clerk to execute on behalf of the City the common share proxy substantially in the form of Confidential Attachment 2 to the report (February 27, 2012) from the City Manager.

4.         City Council receive the confidential report of the Deputy City Manager and Chief Financial Officer, entitled "Enwave Energy Corporation – 2011 Financial Statements", being Confidential Attachment 4 to the report (February 27, 2012) from the City Manager.

5.         City Council direct that Confidential Attachment 4 to the report (February 27, 2012) from the City Manager, remain confidential in its entirety after the consideration of this Item by Council except as routinely disclosed in the “Government Business Enterprises” section of the City’s Consolidated Financial Statements.

6.         City Council direct that Confidential Attachments 2 and 5 to the report (February 27, 2012) from the City Manager, and Confidential Appendix A to Attachment 1 to the report (February 27, 2012) from the City Manager, be made public after the conclusion of the annual general meeting. 

Confidential Appendix A to Attachment 1 and Confidential Attachments 2 and 5 to the report (February 27, 2012) from the City Manager remain confidential in their entirety at this time, in accordance with the provisions of the City of Toronto Act, 2006, as they relate to the security of the property of the municipality or local board.  The confidential information contained in Confidential Appendix A to Attachment 1 and in Confidential Attachments 2 and 5 will be made public after the conclusion of the annual general meeting.

Confidential Attachment 4 to the report (February 27, 2012) from the City Manager remains confidential in its entirety in accordance with the provisions of the City of Toronto Act, 2006, as it relates to the security of the property of the municipality or local board except as routinely disclosed in the “Government Business Enterprises” section of the City’s Consolidated Financial Statements.