WEST FACE CAPITAL REQUISITIONS MEETING OF SHAREHOLDERS OF MAPLE LEAF FOODS
INC.

TORONTO, Dec. 3 /CNW/ - West Face Capital Inc. ("West Face") today announced that a fund it manages has requisitioned a Special Meeting of shareholders of Maple Leaf Foods Inc. ("Maple Leaf"TSX: MFI) pursuant to section 143 of the Canada Business Corporations Act. 

West Face is the advisor to West Face Long Term Opportunities Global Master L.P. a fund that owns more than 10% of the outstanding common shares of Maple Leaf.  It is requisitioning the Special Meeting to provide all Maple Leaf shareholders with an opportunity to approve five non-binding, advisory resolutions intended to address serious investor concerns regarding the independence and corporate governance practices of the current Board of Directors of Maple Leaf.

"The deficiencies of Maple Leaf in critical areas such as board independence and corporate governance are well known to its shareholders and the investment community at large," said Thomas Dea, a Partner of West Face.  "After being rebuffed on several occasions when we have raised these concerns with management and the Board of Directors, we have concluded  that the board needs to hear a strong message from shareholders that the independence and governance practices of Maple Leaf do not satisfy their expectations or today's standards of good corporate governance."

The current Maple Leaf Board of Directors was assembled while 31.6% owner McCain Capital Corporation ("MCC") enjoyed the support of a major shareholder through a shareholders' agreement.  Together, they owned more than 67% of the shares of Maple Leaf.  That agreement was terminated in June of this year and the supporting shareholder has fully divested its shares in Maple Leaf.  As a result, the board's composition and practices do not reflect the new reality of Maple Leaf being widely held or MCC's new position as solely a minority investor in the Company. West Face is therefore requisitioning a Special Meeting at which non-MCC shareholders of Maple Leaf can express their preference for a reconstituted Board of Directors that acts for all shareholders and is independent of major shareholders, including both MCC and West Face.

The full text of the meeting requisition sent to Maple Leaf is reproduced below.  In summary, West Face is asking that shareholders be given the opportunity to consider five non-binding, advisory resolutions. They are:

1. Effective Board size: that the Maple Leaf Board of Directors be reduced and fixed at nine directors as of the date of the  2011 Annual General Meeting;
   
   
2. Independent Board: that no less than two-thirds of the directors of Maple Leaf shall be independent, as defined in the requisition and consistent with recognized good corporate governance practices;
   
   
3. Independent Committees: that each of the committees of the board shall be composed solely of those independent directors;
   
   
4. Independent search for nominees: that the board retain an independent, global executive search firm to identify suitable candidates who meet the above criteria for independence and who would be nominated for election to the board at the Corporation's 2011 Annual General Meeting; and
   
   
5. "Say on pay": that the Corporation should adopt a policy that provides shareholders the opportunity at each annual shareholders meeting to consider, on a non-binding, advisory basis, the Corporation's approach to executive compensation.

West Face has asked that the shareholder meeting be held as soon as practicable. It has also engaged Kingsdale Shareholder Services Inc. as information agent and to assist in proxy solicitation for the Special Meeting.

Further details and background on the requisition will be provided in a Proxy Solicitation Circular, which will be mailed to shareholders and will be available on SEDAR.

The full text of the Meeting Requisition follows: 

West Face CAPITAL INC.

December 3, 2010

DELIVERED BY HAND AND BY COURIER

TO:	Maple Leaf Foods Inc. (the "Corporation") 30 St. Clair Avenue West Suite 1500 Toronto, ON M4V 3A2
AND TO:	The Board of Directors of the Corporation
RE:	Requisition of Meeting of Shareholders of the Corporation

West Face Capital Inc., in its capacity as advisor to West Face Long Term Opportunities Global Master L.P. (the "Concerned Shareholder"), being the holder of not less than five percent (5%) of the issued shares of the Corporation that carry the right to vote at the meeting to be called pursuant to this requisition, hereby requisitions the directors of the Corporation to call a meeting of the holders of voting common shares of the Corporation (the "Meeting") to transact the following business:

(a)     to consider and, if deemed advisable, pass on a non-binding, advisory basis, a resolution, as of the date of the 2011 annual general meeting of shareholders of the Corporation, to reduce and fix the size of the board to nine (9) directors;

(b)     to consider and, if deemed advisable, pass on a non-binding, advisory basis, a resolution that the Corporation should adopt a policy that no less than two-thirds of the directors of the Corporation shall be independent.  For purposes of the foregoing, a director shall be considered independent where, in addition to meeting the independence requirements under applicable securities and corporate laws:

(i)     he or she (or any immediate family member) is not a current or past executive officer, consultant or employee of the Corporation or its affiliates;

(ii)     he or she (or any immediate family member) is not a current or past director, consultant, shareholder, officer or employee of McCain Capital Corporation, McCain Foods Limited or any affiliate thereof;

(iii)     he or she (or any immediate family member) is not a current or past director, consultant, partner, shareholder holding over 5%, officer or employee of a service provider or other supplier to the Corporation, McCain Capital Corporation, McCain Foods Limited or any affiliate thereof or the family of Michael H. McCain (the "McCain Family"), other than where the relationship is immaterial to all parties;

(iv)     he or she has not directly or indirectly received any financial benefit in the past five (5) years from the Corporation (other than director fees), McCain Capital Corporation, McCain Foods Limited or any affiliate thereof or the McCain Family;

(v)     he or she has not in the past five (5) years used, for his or her personal benefit, assets of the Corporation, McCain Capital Corporation, McCain Foods Limited or any affiliate thereof or the McCain Family;

(vi)     he or she is not a relative of, or does not have any personal ties of a material nature with, any non-independent director;

(vii)     he or she does not currently share, or has not in the past five (5) years shared, interlocking board relationships with other directors or officers of the Corporation, including, without limitation, with respect to boards of private companies, charitable organizations or academic institutions; or

(viii)     he or she (or any associate thereof, including without  limitation, any immediate family member) has no other direct or indirect material relationship with the Corporation, McCain Capital Corporation, McCain Foods Limited or any affiliate thereof or the McCain Family;

(c)     to consider and, if deemed advisable, pass on a non-binding, advisory basis, a resolution that the Corporation should adopt a policy that each of the committees of the board shall be comprised solely of independent directors within the meaning of (a) (i) - (viii);  

(d)     to consider and, if deemed advisable, pass on a non-binding, advisory basis, a resolution that the board retain an independent, global executive search firm to identify suitable candidates that meet the aforementioned criteria for nomination at the 2011 annual general meeting of shareholders of the Corporation; and

(e)     to consider and, if deemed advisable, pass on a non-binding, advisory basis, a resolution that the Corporation should adopt a policy that provides shareholders the opportunity at each annual shareholders meeting to consider, on a non-binding, advisory basis, the Corporation's approach to executive compensation.

The Concerned Shareholder requests that the Meeting be held at the earliest practicable date. This requisition is made pursuant to Section 143 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44.

* * *

Sincerely,

WEST FACE LONG TERM OPPORTUNITIES
GLOBAL MASTER L.P., by its advisor, WEST FACE CAPITAL INC.

Per:                                          
Name: Thomas P. Dea
Title: Partner

About West Face Capital

West Face Capital is a Toronto-based institutional investment manager with approximately $1.5 billion in capital under management.

For further information:

West Face Capital Inc.:
Thomas Dea
647-724-8900
email: [email protected];

Media:
Lute & Company
John Lute
416-929-5883
email: [email protected]