Appointment to the Greater Toronto Airports Authority

The Nominating Committee recommends that Mr. Gerry Meinzer be nominated for appointment as the Board of Trade representative of the City of Toronto on the Board of Directors of the Greater Toronto Airports Authority (GTAA) for a further full term of office in accordance with the GTAA's By-law.

The Nominating Committee submits the following communication (February 26, 1999) from M. Elyse Allan, President and Chief Executive Officer, The Toronto Board of Trade:

On behalf of The Board of Trade, I would like to nominate Mr. Gerry Meinzer for reappointment to the Board of Directors for the Greater Toronto Airports Authority (GTAA).

Mr. Meinzer is a valued member of The Toronto Board of Trade. We are pleased with his performance as The Toronto Board of Trade's representative on the GTAA's Board and would like to see his term extended for another two years.

If you require further information, I would be pleased to discuss this matter with you and your staff.

The Nominating Committee also submits the following communication (February 22, 1999) from Mr. Toby Lennox, Legal Counsel, Greater Toronto Airports Authority:

Sidney Valo, Q.C., Corporate Secretary of the Greater Toronto Airports Authority has forwarded to me your letter to him of February 8, 1999. For your information, please find attached a letter that was forwarded to Mayor Lastman on January 29, 1999 requesting that the City of Toronto either re-appoint Mr. Gerry Meinzer or nominate a new nominee in Mr. Meinzer's place.

If you need anything further in this regard, please do not hesitate to contact me.

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(Communication dated January 29, 1999, from

Mr. Michael A. Butt, Chairman of the Board,

Greater Toronto Airports Authority, addressed to Mayor Lastman)

This letter is to advise you that the term of membership of Gerry Meinzer, one of the Nominees of the City of Toronto to the Board of Directors of Greater Toronto Airports Authority (the "GTAA") will expire on May 12th, 1999, the date of the Annual Meeting of the Members of the GTAA. The GTAA hereby requests that the City of Toronto either reappoint Gerry Meinzer to a new four year term or appoint a new Nominee to replace Mr. Meinzer. Mr. Meinzer is eligible for re-appointment having served 6 years to the maximum term of 8 years. As Mr. Meinzer's nomination received the prior approval of the Board of Trade in the City of Toronto, Mr. Meinzer's re-nomination or his replacement must also receive the prior approval of the Board of Trade.

As you are no doubt aware, the Nominee must meet the criteria for membership and the conflict of interest requirements as described in the GTAA's by-laws. In addition, the Public Accountability Principles for Canadian Airport Authorities requires that the Board of Directors collectively have business and industry experience relevant to the GTAA's specific activities.

The qualifications of the Nominee provided by the City of Toronto shall be reviewed by the Corporate Governance and Compensation Committee of the GTAA in order to ensure that the Nominee meets the criteria for membership in the GTAA. In the event that the Nominee does not meet the criteria, the GTAA would seek an alternative Nominee from the City of Toronto. In order to provide the Corporate Governance and Compensation Committee time to review your Nominee's qualifications, I would ask that you provide the name of your Nominee by Wednesday, April 14th, 1999.

The GTAA is available to assist the City of Toronto in the nomination process and in this regard, please find enclosed the profiles of the current Board Members outlining their skill sets. Your assistance in maintaining the appropriate skill sets required by the Public Accountability Principles for Canadian Airport Authorities and the nature of the GTAA's business activities through your selection of Nominee would certainly be welcome.

Please find enclosed the following materials which should assist the City of Toronto with the nomination process:

(1)a copy of the National Airports Policy;

(2)a copy of the GTAA's by-laws and constating documents;

(3)The Public Accountability Principles for Canadian Airport Authorities;

(4)the terms of reference for the Board of Directors;

(5)Directors' Conflict of Interest and Code of Conduct;

(6)Background information on current GTAA projects; and

(7)the Mission and Goals of the GTAA.

I would be grateful if you could provide me with the name of your Nominee by Wednesday, April 14th, 1999 so that the GTAA's Corporate Governance and Compensation Committee is able to complete its review of the City of Toronto's Nominee. In the event that the GTAA does not receive a Nominee by such date the Board may commence to select its own Nominee in accordance with the terms of the GTAA's by-laws, having regard to the needs of the Nominator and the Board.

Respectfully submitted,

Councillor Norman Kelly,

Chair

Toronto, March 3, 1999

Christine Archibald

Tel. (416) 392-7039