In compliance with NYSE Listing Standards on Corporate Governance, MFC Bancorp Ltd.
is a "foreign private issuer", the NYSE does not require MFC to comply with all its listing
standards regarding compliance. However, foreign private issuers are required to
disclose any significant ways in which their corporate governance practices differ from
those followed by U.S. domestic issuers under NYSE listing standards. Summarized
below are the significant ways in which our practices differ from those required to be
followed by U.S. domestic issuers: