MARKHAM ENTERPRISES CORPORATION

ANNUAL GENERAL MEETING OF THE SHAREHOLDER

Markham Civic Centre, York Room

DECEMBER 13, 2005 – 11:20 a.m.

MINUTES

Shareholders Present:

F. Scarpitti (Chair), J. Heath, , B. O'Donnell, S. Daurio, J. Virgilio, G. McKelvey, J. Webster, D. Horchik, A. Chiu

Officers Present:

J. Livey, President; A. Taylor, Vice-President; C. Conrad, Legal Counsel; B. Cribbett, Treasurer; A. Pozywiak, Secretary

Minutes:

J. Kee, Committee Clerk, Town of Markham

1. APPOINTMENT OF THE CHAIR

Moved by J. Virgilio; Seconded by G. McKelvey

That F. Scarpitti be appointed Chair of the meeting.

CARRIED

2. ADOPTION OF MINUTES FROM JUNE 20, 2005

It was requested that the second resolution listed on Page 5 of the Minutes of June 20, 2005 be amended to delete the following phrase:

“at the time remuneration for Markham Enterprises Corporation is reviewed.”

And that the following phrase be added:

“at a later date.”

Moved by J. Virgilio; Seconded by A. Chiu

That the minutes of the Markham Enterprises Corporation Meeting of the Shareholder held on June 20, 2005, be adopted, as amended.

CARRIED

3. PRESIDENT’S REPORT

Copies of the “President’s Report” were distributed, and Mr. John Livey, President reviewed the highlights of the 2005 accomplishments of MEC and its subsidiaries, Markham District Energy Inc. and PowerStream. He noted that 2005 had been a successful year and thanked the Shareholder for the support received.

Moved by A. Chiu; Seconded by J. Virgilio

That the President’s Report be received.

CARRIED

4. APPROVAL OF 2004 YEAR END AUDITED FINANCIAL STATEMENTS

The Shareholder had before it for approval a report from the Treasurer entitled “Markham Energy Corporation – Consolidated December 31, 2004 Financial Statements”.

Moved by B. O’Donnell; Seconded by A. Chiu

That the Markham Energy Corporation – Consolidated December 31, 2004 Financial Statements be approved.

CARRIED

There was some discussion regarding the status of MEC as either a private or public corporation, whether meetings of the shareholder are properly constituted Council Meetings, the level of reporting required, and the guidelines relating to in-camera sessions. The President advised that this matter will be referred to the agenda of the January 13, 2006 Strategic Planning Session. Officers will provide clarification and also contact other jurisdictions regarding best practices.

5. ELECTION OF DIRECTORS FOR 2006

Moved by S. Daurio; Seconded by B. O’Donnell

That the following members of the Council of the Town of Markham be appointed as Directors of the Markham Enterprises Corporation for 2006:

D. Cousens, (Chair)

F. Scarpitti

J. Heath

J. Jones

B. O'Donnell

S. Daurio

E. Shapero

J. Virgilio

J. Webster

G. McKelvey

D. Horchik

K. Usman

A. Chiu

CARRIED

6. APPOINTMENT OF AN AUDITOR FOR 2005

Moved by A. Chiu; Seconded by S. Daurio

That the Shareholders appoint KPMG, LLP as the Markham Enterprise Corporation’s auditors to complete the audit of the Markham Enterprises Corporation financial records for the year ending December 31, 2005.

CARRIED

7. ADJOURNMENT

Moved by A. Chiu; Seconded by S. Daurio

The meeting adjourned at the hour of 11:45 a.m.

CARRIED