RULES OF CONDUCT OF INSIDERS RESPECTING  TRADING OF SECURITIES OF TRANSFORCE INC.
Amended and restated
December 2008

Executive Summary

As an insider of TransForce Inc. (“TransForce”) you are subject, in certain circumstances, to restrictions relating to the sale or purchase of securities of TransForce.

More specifically:

(i) you shall NOT trade when you hold Material privileged information until three (3) business days following the announcement of the said information to the public;

(ii) you shall NEVER trade during a period commencing on the last day of a quarter until three (3) business days following the announcement of the said quarter’s results to the public;

(iii) you may ONLY trade during a period commencing three (3) business days following the announcement of a quarter’s results to the public and ending on the last day of the next quarter;

(iv) you shall AVOID frequent trading on the market in a way which leads to believe that speculation is taking place;

(v) you shall obtain the approval of TransForce before trading in the securities of TransForce in ALL circumstances.

The purchase or sale of securities of TransForce by its insiders may entail, in certain circumstances, a civil or penal liability under the securities laws.

 
1. Definitions

In this document the term “securities” refers to any  shares in TransForce.
 
The “insiders” of TransForce are (i) TransForce itself, (ii) TransForce’s subsidiaries (direct or indirect), (iii) the senior executives of TransForce and the senior executives of TransForce’s “major subsidiaries” (direct or indirect), (iv) the  directors of  TransForce and its “major subsidiaries” (direct or indirect), (v) any person or company holding or controlling at least 10% of the securities of TransForce and (vi) the senior executives of the company mentioned in (v) above and (vii) any person who holds Material privileged information (as hereinafter defined) that is not disclosed to the public. 

A “senior executive” is any person exercising the functions of director, officer (president, vice-president, secretary, treasurer, controller or general manager), or similar functions.

According to National Instrument 55-101( ) “Major subsidiary” means a subsidiary of a reporting issuer if:

a. the assets of the subsidiary, on a consolidated basis with its subsidiaries, as included in the most recent annual audited balance sheet of the reporting issuer, are 10 percent or more of the consolidated assets of the reporting issuer reported on that balance sheet, or

b. the revenues of the subsidiary, on a consolidated basis with its subsidiaries, as included in the most recent annual audited income statement of TransForce, are 10 percent or more of the consolidated revenues of the reporting issuer reported on that statement.

2. Trading by the insiders of TransForce

Insiders of TransForce are subject, in certain circumstances, to restrictions relating to the sale or purchase of securities of TransForce.

TransForce considers it important to establish rules of conduct ensuring compliance with applicable laws with respect to trading of its securities by its insiders.

These rules of conduct are as follows, the application of such rules being cumulative and not alternative:

2.1 The insiders of TransForce who have access to Material privileged information respecting TransForce SHALL NOT trade in the securities of TransForce if they hold Material privileged information respecting TransForce until three (3) days following the announcement of the said information to the public. See item 3 for a description of what is deemed to constitute Material privileged information.

2.2 The insiders of TransForce shall NEVER trade during a period commencing on the last day of a quarter until three (3) days following the announcement of the said quarter’s results (“quiet period”);

2.3 The insiders of TransForce may ONLY trade during a period commencing three (3) business days following the announcement of the last quarter’s results and ending on the last day  of the next quarter;

2.4 The insiders of TransForce shall AVOID frequent trading on the market in a way which leads to believe that speculation is taking place.

2.5 The insiders of TransForce shall obtain the approval of TransForce (Mrs. Josiane-M. Langlois (514) 331-4113 or Mr. Alain Bédard (514) 331-4200) before trading in the securities of TransForce in ALL circumstances.

The foregoing rules are made to assist the insiders of TransForce in assuring themselves, as well as third parties, that they are trading in the securities of TransForce only during periods in which it is reasonable for them to believe that all Material privileged information concerning TransForce has been disclosed publicly.

3. Insider reports

Any person who becomes an insider of TransForce must declare his/her holding or control over securities of TransForce to the securities authorities within the following 10 days, whether or not this person owns any securities. For that purpose, an initial insider report must be filed on SEDI. You may contact Mrs. Josiane-M. Langlois (jlanglois@transforce.ca) or visit SEDI’S Website at www.sedi.ca for further information.

Furthermore, all insiders of TransForce must declare to the securities authorities any change (whatever the percentage may be) in their holding or control of the securities of TransForce within 10 days of such change.  For that purpose, an insider report must be filed on SEDI. In certain circumstances insiders may be exempted from such reporting in accordance with National Instrument 55-101 Insider reporting exemptions.

Any change in the holding or control of TransForce’s securities by an insider of TransForce must be pre-cleared with Mrs. Josiane-M. Langlois or Mr. Alain Bédard in accordance with paragraph 2.5 above.

4. The concept of “Material privileged information”

The following events constitute Material privileged information which triggers an obligation for the insider not to trade, insofar as this information is not announced by TransForce to the public:

4.1 a change in share ownership that may affect the control of TransForce;

4.2 a change in the corporate structure of TransForce such as a merger, amalgamation, spin-off or reorganization;

4.3 a take-over bid or issuer bid;

4.4 a major corporate acquisition, disposition or joint venture;

4.5 a stock split, consolidation or other change in the capital structure of TransForce;

4.6 the borrowing of a significant amount of funds;

4.7 the public or private sale of additional securities;

4.8 the development of a new product and/or a development affecting TransForce’s resources, technology, products or markets;

4.9 the entering into or losing a significant contract;

4.10 quarterly or annual financial results or firm evidence of a significant increase or decrease in near term earnings prospects;

4.11 an important change in capital investment plans or corporate objectives;

4.12 a significant change in management;

4.13 a significant litigation;

4.14 a  major labour dispute or a dispute with a major contractor or supplier of TransForce or of a Major subsidiary;

4.15 an event of default under a financing or other agreement;

4.16 a call of securities for redemption; and

4.17 any other development relating to the business and affairs of TransForce or of a Major subsidiary that would reasonably be expected to significantly affect the market price or value of TransForce’s securities or that would reasonably be expected to have a significant influence on an informed investor’s investment decisions.

5. Infringement

The purchase or sale of securities of TransForce by its insiders may entail, in certain circumstances, a civil or penal liability under the securities laws.