Great Western Railway - Share Trading

At the Annual General Meeting of Great Western Railway Ltd. held on March 25, 2014, the following motion:
Motion to authorize the issued shares of 101052644 Saskatchewan Ltd. to be split 120 shares for each share held effective May 1, 2014. CARRIED.

As of October 21, 2014 each original share has now been split into 120 shares and new certificates reflecting same have been issued.

Please consider that when offering to purchase or sell, the value per share offered should now reflect the split.

BUY/SELL GWR SHARES

Trading Rules

This document sets out the administrative rules and procedures for the purchase and sale of Great Western Railway Ltd. (GWR) Class A Shares (the Shares) through GWR's share trading program (the Program).
1.	ROLE OF GWR
The role of GWR is set out below.
1.1	GWR will verify offers to buy or sell Shares (Offers) prior to being posted on its website (the Website). GWR will attempt to verify Offers promptly and in the order that the Offers are received.
1.2	GWR will perform administrative functions to facilitate the clearing and settlement of trades of its Shares.
1.3	GWR will maintain and post records of trades that GWR clears on its Website (including the sale price per Share, the time and date of the trade, the number of Shares traded) but will not post the names of the buyers or sellers involved in any trades. GWR has the discretion to remove the record of a trade from its Website after the trade has been posted for a minimum of 1 year.
1.4	The users of the Program acknowledge and agree that no contractual rights or obligations will be created between sellers and buyers until such time as a trade has been completed in accordance with Section 5.2. Further, in no event shall GWR its directors, officers, employees or agents be held liable for any losses suffered by a buyer or seller as a result of a trade not being completed.
1.5	GWR will act honestly, fairly and in good faith.
2.	VERIFICATION, POSTING AND AMENDMENT OF OFFERS
The rules and procedures for the verification, posting and amendment of Offers are set out below.
2.1	GWR will use its reasonable efforts to verify, by telephone, the: identity of all sellers and buyers; and intention of sellers to sell Shares or of buyers to buy Shares.
2.2	GWR will post an Offer on the Website, after it has verified to its satisfaction the identity and intentions of the seller or buyer. Offers to sell will be posted in ascending order from the lowest price offered to the highest price offered. Offers to buy will be posted in descending order from the highest price offered to the lowest price offered.
2.3	An Offer can be amended by a seller or buyer giving notice to GWR in accordance with Section 6.3, provided no offer(s) are listed against it on the website. However, an Authorization to Transfer Shares can only be amended or cancelled by a notice in writing from the seller to GWR.
2.4	The identity of sellers and buyers who post Offers on the Website will be kept confidential.
3.	DELIVERY OF SHARE CERTIFICATES
The rules and procedures for the delivery of share certificates are set out below.
3.1	In order to facilitate trades, a seller MUST deliver to GWR the share certificates representing the Shares he wants to sell, together with an Authorization to Transfer Shares in the form provided below, at the time his Offer to sell is posted on the Website.
3.2	When a seller delivers his share certificates together with a properly completed Authorization to Transfer Shares at the time when his Offer to sell is posted on the Website, nothing further will be required on the part of the seller to complete a trade.
3.3	Where a seller has notified GWR that the seller wishes to remove his Offer from the Website, GWR will return all share certificates which were delivered to GWR. Provided no offer(s) are listed against it on the website.
4.	ACCEPTANCE OF OFFERS
The rules and procedures for the delivery of share certificates are set out below.
4.1	Processing Instructions to Accept
	4.1.1	GWR will not actively attempt to match Offers to sell with Offers to buy. It is up to the sellers and buyers to review the postings on the Website to identify any Offers which match their own and they wish to accept.
	4.1.2	All orders instructing GWR that a buyer or seller wishes to accept an Offer posted on the Website, will be verified by GWR on a first come first served basis.
	4.1.3	The "Acceptance Time" for purposes of these rules and procedures is 5:00 pm on the day that acceptance of an Offer to sell or buy is verified by GWR .
	4.1.4	All share transactions are subject to Board approval.
4.2	Acceptance of Offers to Sell
	4.2.1	If an Offer to sell Shares is accepted, the Offer will be identified on the Website as a "Trade Pending", thus making the Offer to sell unavailable to other potential buyers.
	4.2.2	GWR will then attempt to contact the seller to advise him: that his Offer has been accepted; of the Acceptance Time;
4.3	Acceptance of Offers to Buy
	4.3.1	If an Offer to buy is accepted, the Offer will be identified on the Website as a "Trade Pending", thus making the Offer to buy unavailable to other potential sellers.
	4.3.2	GWR will then attempt to contact the buyer to advise him: that his Offer has been accepted; of the Acceptance Time; and that he has 5 business days from the Acceptance Time to deliver the purchase price by cash or cheque to GWR .
	4.3.3	If the buyer cannot be contacted by the close of business on the next business day following the Acceptance Time, GWR will contact the seller and give him the choice to either: cancel his acceptance and have GWR remove the "Trade Pending" identifier, thus making the Offer to buy available to other potential sellers; or have GWR attempt to reach the buyer until a time specified by the seller up to a maximum of 3 additional business days.
5.	CLEARING AND SETTLEMENT OF TRADES
The rules and procedures for clearing and settlement are set out below.
5.1	Where any Offer to buy or sell shares has been accepted: the buyer must deliver to GWR the purchase price by cash or cheque made payable to GWR; within 5 business days of the Acceptance Time. Failure on the part of either the buyer or the seller to deliver either the purchase price or the share certificates within 5 business days of the Acceptance Time may result in the cancellation of the trade and the removal of the "Trade Pending" identifier from the Offer, at the request of either party.
5.2	All purchase price payments and share certificates delivered to GWR with respect to a trade made through the Website will be held in trust by GWR pending the completion of the trade. Trades will be complete when: the share certificates for the Shares have been delivered to GWR; the purchase price has been delivered to GWR by cash or cheque; and if payment is by way of cheque, the cheque has cleared the banking system.
5.3	If a buyer's cheque fails to clear the banking system, the trade may be cancelled and the "Trade Pending" identifier removed from the Offer, at the request of either party.
5.4	When a trade is completed, GWR will: issue its cheque in the amount of the purchase price to the seller; issue a new share certificate to the buyer; and if the seller sold only a portion of his Shares, issue a new share certificate to the seller for the remainder.
5.5	GWR has the discretion to deny access to the Website to any person or may impose stricter conditions of use in circumstances where a person has failed to complete a trade for any reason, including, without limitation, the person's: failure to deliver share certificates; failure to deliver the purchase price; or cheque failing to clear the banking system.
5.6	All share transactions are subject to Board approval.
6.	GENERAL
6.1	The Website will typically be accessible 24 hours a day, 7 days a week.
6.2	Administrative personnel of GWR will be available to process and verify Offers on weekdays from 8:00 am to 5:00 pm (CST). There is no processing or verification of Offers on weekends or statutory holidays.
6.3	GWR will accept communications under these rules and procedures in person, by phone, fax, e-mail or mail delivered to the following address: Great Western Railway Ltd. Box 669 Shaunavon, SK S0N 2M0 Ph: 1(306)297-2777 Fax: 1(306)297-2508 E-mail: shares@greatwesternrail.com
6.4	The individual at GWR who is responsible for the operation of the Program is Daina Klassen or such other person as GWR may designate.
6.5	Persons who are buying or selling shares through the Program are advised to ensure compliance with The Securities Act, 1988 (Saskatchewan), including, without limitation, the provisions dealing with takeover bid requirements and insider reporting requirements, and are urged to consult a professional advisor before trading.
6.6	The activities carried out by GWR and its officers, directors, employees or agents pursuant to the Program are purely of an administrative nature and in no circumstances will GWR or its officers, directors, employees or agents: provide investment advice to buyer or sellers; solicit sellers or buyers to participate in the Program; or charge commissions or fees to sellers or buyers who participate in the Program.
6.7	Only residents of Saskatchewan can post offers or accept offers though this program.
6.8	All share transactions are subject to Board approval.

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