(cover continued from previous page)
The specific terms of the Securities with respect to a particular offering will be set
forth in the applicable Prospectus Supplement and may include, without limitation, where applicable: (i) in the case of Common Shares, the number of Common Shares being offered, the offering price (in the event the offering is a fixed price
distribution), the manner of determining the offering price(s) (in the event the offering is not a fixed price distribution), whether the Common Shares are being offered for cash, the persons offering the Common Shares and any other specific terms;
(ii) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, the terms, conditions and procedures for the exchange of the Subscription Receipts into or for Common Shares and/or other
securities of FirstService and any other specific terms; (iii) in the case of Warrants, the number of such Warrants offered, the offering price, whether the Warrants are being offered for cash, the terms, conditions and procedures for the
exercise of such Warrants into or for Common Shares and/or other securities of FirstService and any other specific terms; (iv) in the case of Units, the number of Units being offered, the offering price, whether the Units are being offered for
cash, the terms of the Common Shares, Subscription Receipts and/or Warrants underlying the Units, and any other specific terms; and (v) in the case of Securities to be offered and sold by Selling Securityholders, such information in respect of
such Selling Securityholders as may be required under applicable securities laws. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange
rates applicable to the Securities will be included in the Prospectus Supplement describing the Securities.
All information permitted under applicable
securities legislation to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, unless an exemption from the prospectus delivery requirements has
been granted or is otherwise available. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of such Prospectus Supplement and only for the purposes of the
distribution of the Securities to which that Prospectus Supplement pertains.
We and the Selling Securityholder(s) may offer and sell the Securities to or
through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through agents or pursuant to applicable statutory exemptions. The Securities may be sold from time to time in one or more
transactions at fixed prices or not at fixed prices, such as market prices prevailing at the time of sale, prices related to such prevailing market prices or prices to be negotiated with purchasers, which prices may vary as between purchasers and
during the period of distribution of the Securities. The Prospectus Supplement relating to a particular offering of Securities will identify, if applicable, each underwriter, dealer or agent, as the case may be, engaged by us or the Selling
Securityholder(s) in connection with the offering and sale of the Securities, and will set forth the terms of the offering of such Securities, including, to the extent applicable, any fees, discounts or any other compensation payable to
underwriters, dealers or agents in connection with the offering, the method of distribution of the Securities, the identity of the Selling Securityholder(s), if any, the initial offering price (in the event that the offering is a fixed price
distribution), the manner of determining the offering price(s) (in the event the offering is not a fixed price distribution), the proceeds that we or the Selling Securityholder(s) will or expect to receive and any other material terms. See
Plan of Distribution.
The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices, including sales in transactions that are deemed to be at-the-market distributions as defined in National
Instrument 44-102 Shelf Distributions, including sales made directly on the Toronto Stock Exchange (the TSX) or other existing trading markets for the Common Shares.
If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale,
at prices determined by reference to the prevailing price of a specified Security in a specified market or at prices to be negotiated with purchasers. If offered on a non-fixed price basis, the compensation
payable to an underwriter, dealer or agent in connection, if applicable, with any such sale will be decreased by the amount, if any, by which the aggregate price paid for Securities by the purchasers is less than the gross proceeds paid by the
underwriter, dealer or agent to us. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.
In connection with any offering of Securities, other than an
at-the-market distribution, unless otherwise specified in a Prospectus Supplement, the underwriters, dealers or agents, as the case may be, may over-allot or
effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any
time. A purchaser who acquires Securities forming part of the underwriters, dealers or agents over-allocation position acquires those Securities under this Prospectus and the Prospectus Supplement relating to the particular
offering of Securities, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. See Plan of Distribution. No underwriter or dealer involved
in an at-the-market distribution under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert
with such underwriter or dealer will over-