Exhibit 4.2
Exhibit 4.2 DUPLICATE Number: BC0951528 — BRITISH COLUMBIA CERTIFICATE OF INCORPORATION BUSINESS CORPORA T/ONS ACT I Hereby Certify that GRANITE REIT INC./FPI GRANITE INC. was incorporated under the Business Corporations Act on September 28, 2012 at 02:02 PM Pacific Time. Issued under my hand at Victoria, British Columbia On September 28, 2012 CAROL PREST Registrar of Companies Province of British Columbia Canada
,d Time: April 17, 2015 02:09 PM Pacific Time Mailing Address: Location: 1 BC Registry PO Box 9431 Sin Prov Govt 2nd Floor- 940 Blanshard Street Services Victoria BC VBW 9V3 Victoria BC j www.corporateonline.gov.bc.ca 1 877 526-1526 Notice of Articles BUSINESS CORPORATIONS ACT This Notice of Articles was issued by the Registrar on: January 8, 2013 02:00PM Pacific Time Incorporation Number: BC0951528 Recognition Date and Time: Incorporated on September 28, 2012 02:02 PM Pacific Time NOTICE OF ARTICLES Name of Company: GRANITE REIT INC./FPI GRANITE INC. REGISTERED OFFICE INFORMATION Mailing Address: Delivery Address: SUITE 2600, THREE BENTALL CENTRE SUITE 2600, THREE BENTALL CENTRE 595 BURRARD STREET, PO BOX 49314 595 BURRARD STREET, PO BOX 49314 VANCOUVER BC V7X 1L3 VANCOUVER BC V7X 1L3 CANADA CANADA RECORDS OFFICE INFORMATION Mailing Address: Delivery Address: SUITE 2600, THREE BENTALL CENTRE SUITE 2600, THREE BENTALL CENTRE 595 BURRARD STREET, PO BOX 49314 595 BURRARD STREET, PO BOX 49314 VANCOUVER BC V7X 1L3 VANCOUVER BC V7X 1L3 CANADA CANADA BC0951528 Page: 1 of 3
DIRECTOR INFORMATION Last Name, First Name, Middle Name: Brody, Michael Mailing Address: Delivery Address: 77 KING STREET WEST, SUITE 4010 77 KING STREET WEST, SUITE 4010 P.O. BOX 159, TORONTO-DOMINION CENTRE P.O. BOX 159, TORONTO-DOMINION CENTRE TORONTO ON M5K1H1 TORONTO ON M5K1H1 CANADA CANADA ————————- Last Name, First Name, Middle Name: Oran, Scott I. Mailing Address: Delivery Address: 77 KING STREET WEST, SUITE 4010 77 KING STREET WEST, SUITE 4010 P.O. BOX 159, TORONTO-DOMINION CENTRE P.O. BOX 159, TORONTO-DOMINION CENTRE TORONTO ON M5K1H1 TORONTO ON M5K1H1 CANADA CANADA -.————————-·- Last Name, First Name, Middle Name: Miller, Gerald J. Mailing Address: Delivery Address: 77 KING STREET WEST, SUITE 4010 77 KING STREET WEST, SUITE 4010 P.O. BOX 159, TORONTO-DOMINION CENTRE P.O. BOX 159, TORONTO-DOMINION CENTRE TORONTO ON M5K1H1 TORONTO ON M5K 1H1 CANADA CANADA Last Name, First Name, Middle Name: Gilbertson, Barry Mailing Address: Delivery Address: 77 KING STREET WEST, SUITE 4010 77 KING STREET WEST, SUITE 4010 P.O. BOX 159, TORONTO-DOMINION CENTRE P.O. BOX 159, TORONTO-DOMINION CENTRE TORONTO ON M5K1H1 TORONTO ON M5K1H1 CANADA CANADA ———·—————~~——- Last Name, First Name, Middle Name: Voorheis, G. Wesley Mailing Address: Delivery Address: 77 KING STREET WEST, SUITE 4010 77 KING STREET WEST, SUITE 4010 P.O. BOX 159, TORONTO-DOMINION CENTRE P.O. BOX 159, TORONTO-DOMINION CENTRE TORONTO ON M5K1H1 TORONTO ON M5K1H1 CANADA .. CANADA _;,_.,_________________ .. ,. __ _ Last Name, First Name, Middle Name: Heslip, Thomas Mailing Address: Delivery Address: 77 KING STREET WEST, SUITE 4010 77 KING STREET WEST, SUITE 4010 P.O. BOX 159, TORONTO-DOMINION CENTRE P.O. BOX 159, TORONTO-DOMINION CENTRE TORONTO ON M5K1H1 TORONTO ON M5K1H1 CANADA CANADA ——-··—·-~ BCQ9.Q1528 _page: 2 of 3
t st Name, First Name, Middle Name: Dey, Peter Mailing Address: Delivery Address: 77 KING STREET WEST, SUITE 4010 77 KING STREET WEST, SUITE 4010 P.O. BOX 159, TORONTO-DOMINION CENTRE P.O. BOX 159, TORONTO-DOMINION CENTRE TORONTO ON M5K1H1 TORONTO ON M5K1H1 CANADA CANADA RESOLUTION DATES: Date(s) of Resolution(s) or Court Order(s) attaching or altering Special Rights and Restrictions attached to a class or a series of shares: December 20, 2012 December 31 , 2012 AUTHOR~EDSHARESTRUCTURE 1. No Maximum Common Shares Without Par Value With Special Rights or Restrictions attached BC0951528 Page: 3 of 3
Date and Time : January 4, 2013 01 :44 PM Pacific Time BC Registry Mailing Address: Location: PO Box 9431 Stn Prov Govt 2nd Floor—940 Blanshard Street Services Victoria BC VBW 9V3 Victoria BC www.corporateonline.gov.bc.ca 250 356-8626 Notice of Alteration FORM 11 BUSINESS CORPORATIONS ACT Section 257 Filed Date and Time: January 4, 2013 01:44PM Pacific Time Alteration Date and Time: Notice of Articles Altered on January 4, 2013 01 :44 PM Pacific Time NOTICE OF ALTERATION Incorporation Number: Name of Company: _C0951528 GRANITE REIT INC./FPI GRANITE INC. ALTERATION EFFECTIVE DATE: The alteration is to take effect at the time that this application is filed with the Registrar. ADD A RESOLUTION DATE: Date(s) of Resolution(s) or Court Order(s) attaching or altering Special Rights and Restrictions attached to a class or a series of shares: New Resolution Date: December 31, 2012 AUTHORIZED SHARE STRUCTURE 1. No Maximum Common Shares Without Par Value With Special Rights or Restrictions attached BC0951528 Page: 1 of 1
Ministry of Finance NOTICE OF ALTERATION ~t, BRITISH Corporate and Personal • COLUMBIA Property Registries FORM 11- 8C COMPANY www.fln.gov.bt:.calregistrles Section 257 {4) Business Corporations Act Telephone: 250 356—8626 Freedom ofInformation and Protection ofPrivacy Act (FIPPA) the Corporate and Personal The personal information requested on this form is made avaaable to the DO NOT MAIL THIS FORM to public under the authority ofthe Business Corporations Act Questions about Property Registries unless you are instructed to do so how the FIPPA applies to this personal information can be directed to the by registry staff. The Regulation under the Business Adminisftativ-e Assistant of the Corporate and Personal Property Registries at Corporations Act requi~this form to be filed on 2fi0 356-119/l, PO Ao)( 9431 Stn ProvC..ovt. VICtoria BC VSW 9V3. the Internet at www.corporat&online.gov.bc.ca A. INCORPORATION NUMBER OF COMPANY BC0951528 B. NAME OF COMPANY GRANITE REIT INC./FPI GRANITE INC. C. ALTERATJONS TO THE NOTICE OF ARTICLES Please indicate what information on the Notice of Articles is to be altered or added D Company name 0 Date of a Resolution or Court Order 0 A translation of company name (appllos to special rights or restrictions only) 0 Pre-existing Company Provisions 0 Authorized Share Structure D. .ALTERATION EFFECTIVE DATE—Choose one of the following: The alteration is to take effect at the time that this notice is filed with the registrar. D The alteration is to take effect at 12:01 a.m. Pacific Time on ________ being a date that is not more than ten days after the date of the filing of this notice. 0 The alteration is to take effect at 0 a.m. or 0 p.m. Pacific Time on ____ being a date and time that is not more than ten days after the date of the filing of th1s not1ce. E. CHANGE OF COMPANY NAME The company is to change its name from———————————-to (choose one of the following): D This name has been reserved for the company under name reservation number———— or D a name created by adding “B.C. Ltd: after the incorporation number of the company. F. TRANSLATION OF COMPANY NAME Set out every new translation of the company name, or set out any change or deletion of .:Jn existing translation of the company name to be used outside of Canada. Add ltions: Set out every new translation of the company name that the company intends to use outside of Canada. Rev. 200417!27 FORM 11—Le1tch Systems Des•gn Inc. -Approved September 3, 2004 Page 1 Adapted and repnnted With perm1ssion of the Provmce of Bni!Sh Columb1a- C) 2004 50832671.1
Changes: Change the following translation(s) of the company name: PREVIOUS TRANSLATION OF THE COMPANY NAME I NEW TRANSlATION OF THE COMPANY NAME —————————————————-~——————-· Deletions: Remove the following translation(s) of the company name: G. PRE-EXISTING COMPANY PROVISIONS (refer to Part 17 and Table 3 of the Regulation under the Business Corporations Act) Complete this item only If the company has resolved that none of the Pre-existing Company Provisions are to apply to this company. 0 The company has resolved that the Pre-existing Company Provisions are no longer to apply to this company. H. AUTHORIZED SHARE STRUCTURE Set out the date of each resol ution or court order altering special rights or restrictions attached to a class or series of shares. YYYY /MM/ DO :}.t;;J. /i.2./31_j Set out the new authorized share structure Maximum number of shares of this class or Are there special nghts or series of shares that the Kmd of shares of this class restrictions attached to company is authorized to or series of shares the shares of this class or tssue, or tndicate there IS series <>f shares? no maximum number MAXIMUM NUMBER OF Identifying name of class PAR VALUE OR WITHOUT SHARES AUTHORIZEO OR TYPE OF CURRENCY YESINO or series of shares NO MAXIMUM NUMBER PAR VALUE No maximum Common number without par value n/a Yes I. CERTIFIED CORRECT -I have read this form and found it to be correct. DATE SIGNED NAME OF AUTHORIZED SIGNING AUTHORITY SIGNATURE OF AUTHORIZED SIGNING FOR THE COMPANY AUTHORITY FOR THE COMPANY YYYY/MM/00 X~ Rev 2004/7/2 7 FORM 11- Leuch Systems Design tnc—Approved Septemoer 3, 2004 Page 2 Adapted and reprinted Wt!ll permrsskln ol the Provmce of Srihsh Columbra—<C> 2004 50832671.1
Date and Time: December 21, 2012 03:05PM Pacific Time Mailing Address: Location: BC Registry PO Box 9431 Stn Prov Govt 2nd Floor—940 Blanshard Street Services Victoria BC VBW 9V3 Victoria BC www.corporateonline.gov.bc.ca 250 356-8626 Notice of Alteration FORM 11 BUSINESS CORPORATIONS ACT Section 257 Filed Date and Time: December 21, 2012 03:05 PM Pacific Time Alteration Date and Time: Notice of Articles Altered on December 21, 2012 03:05PM Pacific Time NOTICE OF ALTERATION Incorporation Number: Name of Company: .. ;0951528 GRANITE REIT INC./FPI GRANITE INC. ALTERATION EFFECTIVE DATE: The alteration is to take effect at the time that this application is filed with the Registrar. ADD A RESOLUTION DATE: Date(s) of Resolution(s) or Court Order(s) attaching or altering Special Rights and Restrictions attached to a class or a series of shares: New Resolution Date: December 20, 2012 BC0951528 Page: 1 of 1
Ministry of Finance NOTICE OF ALTERATION ~~, BRITISH Corporate and Personal ~~ (OLUMBLA Property Registries FORM11-BCCOMPANY www.fin.gov.bc.ca/registries Section 257 (4) Business Corporations Act Telephone: 250 356- 8626 Freedom ofInformation and Protection ofPrivacy Act (FIPPA) The personal information requested on this form is made available to the DO NOT MAIL THIS FORM to the Corporate and Personal public under the authority of the Business Corporations Act. Questions about Property Registries unless you are instructed to do so how the FIPPA applies to this personal information can be directed to the by registry staff. The Regulation under the Business Administrative Assistant of the Corporate and Personal Property Registries at Cotporations Act requires this fonn to be filed on 250 356-1198, PO Box 9431 Stn Prov Govt, Victoria BC V8W 9V3. the Internet at www.corporateonline.gov.bc.ca A. INCORPORATION NUMBER OF COMPANY BC0951528 B. NAME OF COMPANY GRANITE REIT INC./FPI GRANITE INC. C. ALTERATIONS TO THE NOTICE OF ARTICLES Please indicate what information on the Notice of Articles is to be altered or added D Company name 0 Date of a Resolution or Court Order (applies to special rights or restrictions only) D A translation of company name D Pre-existing Company Provisions D Authorized Share Structure D. ALTERATION EFFECTIVE DATE- Choose one of the following: The alteration is to take effect at the time that this notice is filed with the registrar. D The alteration is to take effect at 12:01 a.m. Pacific Time on-:—-::-:-:—-:——:——:—being a date that is not more than ten days after the date of the filing of this notice. D The alteration is to take effect at D a.m. or D p.m. Pacific Time on _____ being a date and time that is not more than ten days after the date of the filing of this notice. E. CHANGE OF COMPANY NAME The company is to change its name from————————————- to (choose one of the following): D This name has been reserved for the company under name reservation number———— or D a name created by adding “B.C. Ltd.” after the incorporation number of the company. F. TRANSLATION OF COMPANY NAME Set out every new translation of the company name, or set out any change or deletion of an existing translation of the company name to be used outside of Canada. Additions: Set out every new translation of the company name that the company intends to use outside of Canada. Rev. 2004/7/27 FORM 11—Leitch Systems Design Inc.—Approved September 3, 2004 Page 1 Adapted and reprinted with permission of the Province of British Columbia-© 2004 50832739.1
Changes: Change the following translation(s) of the company name: PREVIOUS TRANSLATION OF THE COMPANY NAME NEW TRANSLATION OF THE COMPANY NAME Deletions: Remove the following translation(s) of the company name: G. PRE-EXISTING COMPANY PROVISIONS (refer to Part 17 and Table 3 of the Regulation under the Business Corporations Act} Complete this item only if the company has resolved that none of the Pre-existing Company Provisions are to apply to this company. D The company has resolved that the Pre-existing Company Provisions are no longer to apply to this company. H. AUTHORIZED SHARE STRUCTURE Set out the date of each resolution or court order altering special rights or restrictions attached to a class or series of shares. YYYY /MM/DD .:.lai .2/ 1-J- / f2o Set out the new authorized share structure Maximum number of shares of this class or Are there special rights or series of shares that the Kind of shares of this class restrictions attached to company is authorized to or series of shares the shares of this class or issue, or indicate there is series of shares? no maximum number MAXIMUM NUMBER OF Identifying name of class PAR VALUE OR WITHOUT SHARES AUTHORIZED OR TYPE OF CURRENCY YES/NO or series of shares PAR VALUE NO MAXIMUM NUMBER No maximum Common number without par value n/a Yes No maximum Non-Voting without par value n/a Yes number I. CERTIFIED CORRECT- I have read this form and found it to be correct. DATE SIGNED NAME OF AUTHORIZED SIGNING AUTHORITY SIGNATURE OF AUTHORIZED SIGNING FOR THE COMPANY AUTHORITY FOR THE COMPANY YYYY/MM/DD “JcAil ,·Fer X Rev. 2004/7/27 FORM 11—Leitch Systems Design Inc. -Approved September 3, 2004 Page2 Adapted and reprinted with permission of the Province of British Columbia-© 2004 50832739.1
Date and Time: September 28, 2012 02:05PM Pacific Time I BC Registry Mailing Address: Location: PO Box 9431 Stn Prov Govt 2nd Floor- 940 Blanshard Street BRITISH I sefVlCeS . Victoria BC V8W 9V3 Victoria BC COLUMBIA www.corporateonline.gov.bc.ca 250 356-8626 Notice of Articles BUSINESS CORPORA T/ONS ACT This Notice ofArticles was issued by the Registrar on: September 28, 2012 02:02PM Pacific Time Incorporation Number: BC0951528 Recognition Date and Time: Incorporated on September 28, 2012 02:02 PM Pacific Time NOTICE OF ARTICLES Name of Company: GRANITE REIT INC./FPI GRANITE INC. REGISTERED OFFICE INFORMATION Mailing Address: Delivery Address: SUITE 2600, THREE BENTALL CENTRE SUITE 2600, THREE BENTALL CENTRE 595 BURRARD STREET, PO BOX 49314 595 BURRARD STREET, PO BOX 49314 VANCOUVER BC V7X 1L3 VANCOUVER BC V7X 1L3 CANADA CANADA RECORDS OFFICE INFORMATION Mailing Address: Delivery Address: SUITE 2600, THREE BENTALL CENTRE SUITE 2600, THREE BENTALL CENTRE 595 BURRARD STREET, PO BOX 49314 595 BURRARD STREET, PO BOX 49314 VANCOUVER BC V7X 1L3 VANCOUVER BC V7X 1L3 CANADA CANADA BC0951528 Page: 1 of 2
DIRECTOR INFORMATION .... ast Name, First Name, Middle Name: lindale, Jennifer Mailing Address: Delivery Address: 77 KING STREET WEST, SUITE 4010 77 KING STREET WEST, SUITE 4010 P.O. BOX 159, TORONTO-DOMINION CENTRE P.O. BOX 159, TORONTO-DOMINION CENTRE TORONTO ON M5K1H1 TORONTO ON M5K1H1 CANADA CANADA AUTHORIZED SHARE STRUCTURE 1. No Maximum Common Shares Without Par Value With Special Rights or Restrictions attached 2. No Maximum Non-Voting Shares Without Par Value With Special Rights or Restrictions attached BC0951528 Page: 2 of 2
. BC Registry Mailing Address; Location; PO Box 9431 Stn Prov Govt 2nd Floor—940 Blanshard Street BRITISH ••• Services Victoria BC V8W 9V3 Victoria BC COLUMBIA www.corporateonline.gov.bc.ca 250 356-8626 CERTIFIED COPY Incorporation Of a Document filed with the Province of British Columbia Registrar of Companies Application FORM 1 BUSINESS CORPORATIONS ACT CAROL PREST Section 10 FILING DETAILS: Incorporation Application for: GRANITE REIT INC./FPI GRANITE INC. Incorporation Number: BC0951528 Filed Date and Time: September 28, 2012 02:02 PM Pacific Time Recognition Date Incorporated on September 28, 2012 02:02PM Pacific Time and Time: INCORPORATION APPLICATION Name Reservation Number: Name Reserved: NR1026339 GRANITE REIT INC./FPI GRANITE INC. INCORPORATION EFFECTIVE DATE: The incorporation is to take effect at the time that this application is filed with the Registrar. INCORPORATOR INFORMATION Corporation or Firm Name: Mailing Address: Granite Real Estate Inc. 77 KING STREET WEST, SUITE 4010 P.O. BOX 159, TORONTO-DOMINION CENTRE TORONTO ON M5K1H1 CANADA BC0951528 Page: 1 of 3
COMPLETING PARTY ;t Name, First Name, Middle Name: Mailing Address: Fitzpatrick, Jill SUITE 2600, THREE BENTALL CENTRE P.O. BOX 49314, 595 BURRARD STREET VANCOUVER BC V7X 1L3 CANADA Completing Party Statement I, Jill Fitzpatrick, the completing party, have examined the articles and the incorporation agreement applicable to the company that is to be incorporated by the filing of the Incorporation Application and confirm that: a) the Articles and the Incorporation Agreement both contain a signature line for each person identified as an incorporator in the Incorporation Application with the name of that person set out legibly under the signature lines, b) an original signature has been placed on each of those signature lines, and c) I have no reason to believe that the signature placed on a signature line is not the signature of the person whose name is set out under that signature line. NOTICE OF ARTICLES Name of Company: GRANITE REIT INC./FPI GRANITE INC. REGISTERED OFFICE INFORMATION Mailing Address: Delivery Address: SUITE 2600, THREE BENTALL CENTRE SUITE 2600, THREE BENTALL CENTRE 595 BURRARD STREET, PO BOX 49314 595 BURRARD STREET, PO BOX 49314 VANCOUVER BC V?X 1 L3 VANCOUVER BC V?X 1L3 CANADA CANADA RECORDS OFFICE INFORMATION Mailing Address: Delivery Address: SUITE 2600, THREE BENTALL CENTRE SUITE 2600, THREE BENTALL CENTRE 595 BURRARD STREET, PO BOX 49314 595 BURRARD STREET, PO BOX 49314 VANCOUVER BC V?X 1L3 VANCOUVER BC V?X 1L3 CANADA CANADA BC0951528 Page: 2 of 3
DIRECTOR INFORMATION t Name, First Name, Middle Name: lu1dale, Jennifer Mailing Address: Delivery Address: 77 KING STREET WEST, SUITE 4010 77 KING STREET WEST, SUITE 4010 P.O. BOX 159, TORONTO-DOMINION CENTRE P.O. BOX 159, TORONTO-DOMINION CENTRE TORONTO ON M5K1H1 TORONTO ON M5K1H1 CANADA CANADA AUTHORIZED SHARE STRUCTURE 1. No Maximum Common Shares Without Par Value With Special Rights or Restrictions attached 2. No Maximum Non-Voting Shares Without Par Value With Special Rights or Restrictions attached BC0951528 Page: 3 of 3p
Ministry of Finance INCORPORATION APPLICATION ~~” BRITISH Corporate and Personal J.:~i’ COLUMBIA Property Registries FORM 1- BC COMPANY www.fin .gov.bc.ca/registries Section 1 0 Business Corporations Act Telephone: 250 356—8626 DO NOT MAIL THIS FORM to the Corporate and Freedom ofInformation and Protection ofPrivacy Act (FIPPA) The personal information requested on this form is made available to the Personal Property Registries unless you are instructed public under the authority of the Business Corporations Act. Questions about to do so by registry staff. The Regulation under the how the FIPPA applies to this personal information can be directed to the Business Corporations Act requires the electronic Administrative Assistant of the Corporate and Personal Property Registries version of this form to be filed on the Internet at at 250 356-1198, PO Box 9431 Stn Prov Govt, Victoria BC V8W 9V3. www.corporateonline.gov.bc.ca A. NAME OF COMPANY- Choose one of the following: The name GRANITE REIT INC./FPI GRANITE INC. is the name reserved for the company to be incorporated. The name reservation number is 1026339 D The company is to be incorporated with a name created by adding “B.C. Ltd.” after the incorporation number of the company. B. INCORPORATION EFFECTIVE DATE—Choose one ofthe following: 0 The incorporation is to take effect at the time that this application is filed with the registrar. D The incorporation is to take effect at 12:01 a.m. Pacific Time on ————-being a date that is not more than ten days after the date of the filing of this application. D The incorporation is to take effect at D a.m. or D p.m. Pacific Time on _____ being a date and time that is not more than ten days after the date of the filing of this application. C. INCORPORATOR NAME(S) AND MAILING ADDRESS(ES) If an incorporator is a corporation or firm , enter the fu ll name of the corporation or firm . Attach an additional sheet if more space is required. CORPORATION OR FIRM NAME OR MAILI NG ADDRESS INCLUDING LAST NAME FIRST NAME MIDDLE NAME PROVINCE/STATE, COUNTRY AND POSTAUZIP CODE 77 King Street West, Suite 4010 Granite Real Estate Inc. P.O. Box 159, Toronto-Dominion Centre Toronto, ON Canada M5K 1H1 D. COMPLETING PARTY—The completing party must be an individual, not a corporation or firm . LAST NAME FIRST NAME MIDDLE NAME Fitzpatrick, Jill E. MAILING ADDRESS OF COMPLETING PARTY INCLUDING PROVINCE/STATE, COUNTRY AND POSTAL/ZIP CODE Suite 2600, Three Bentall Centre, 595 Burrard Street, PO Box 49314, Vancouver, BC V7X 1 L3 F. COMPLETING PARTY STATEMENT FIRST NAME MIDDLE NAME LAST NAME I, ,Jill Fitzpatrick the completing party, have examined the Articles and Incorporation Agreement applicable to the company that is to be incorporated by the filing of this Incorporation Application and confirm that: (a) the Articles and Incorporation Agreement both contain a signature line for each person identified as an incorporator in the Incorporation Application with the name of that person set out legibly under the signature line, (b) an original signature has been placed on each of those signature lines, and (c) I have no reason to believe that the signature placed on a signature line is not the signature of the person whose name is set out under that signature line. NAME OF COMPLETING PARTY SIGNATURE OF COMPLETING PARTY DATE SIGNED Jill Fitzpatrick, Parale al X Rev. 2005/312 FORM 1—Leitch Systems Design Inc.—Approved July 4, 2005 Page 1 Adapted and reprinted with permission of the Province of British Colum ia—© 2004
NOTICE OF ARTICLES A. NAME OF COMPANY Set out the name of the company as set out in Item A of the Incorporation Application. GRANITE REIT INC./FPI GRANITE INC. B. TRANSLATION OF COMPANY NAME Set out every translation of the company name that the company intends to use outside of Canada C. DIRECTOR NAME(S) AND ADDRESS(ES) Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9:00a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual’s residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required. DELIVERY ADDRESS INCLUDING MAILING ADDRESS INCLUDING LAST NAME FIRST NAME MIDDLE NAME PROVINCE/STATE, COUNTRY AND PROVINCE/STATE, COUNTRY AND POSTAL/ZIP CODE POSTAL/ZIP CODE 77 King Street West, Suite 77 King Street West, Suite 4010, P.O. Box 159, Toronto- 4010, P.O. Box 159, Toronto-Tindale Jennifer Dominion Centre, Toronto, Dominion Centre, Toronto, Ontario, Canada M5K 1 H 1 Ontario, Canada M5K 1H 1 D. REGISTERED OFFICE ADDRESSES DELIVERY ADDRESS OF THE COMPANY’S REGISTERED OFFICE (INCLUDING BC and POSTAL CODE) Suite 2600, Three Bentall Centre, 595 Burrard Street, PO Box 49314, Vancouver, BC V7X 1L3 MAILING ADDRESS OF THE COMPANY’S REGISTERED OFFICE (INCLUDING BC and POSTAL CODE) Suite 2600, Three Bentall Centre, 595 Burrard Street, PO Box 49314, Vancouver, BC V7X 1 L3 E. RECORDS OFFICE ADDRESSES DELIVERY ADDRESS OF THE COMPANY’S RECORDS OFFICE (INCLUDING BC and POSTAL CODE) Suite 2600, Three Bentall Centre, 595 Burrard Street, PO Box 49314, Vancouver, BC V7X 1 L3 MAILING ADDRESS OF THE COMPANY’S RECORDS OFFICE (INCLUDING BC and POSTAL CODE) Suite 2600, Three Bentall Centre, 595 Burrard Street, PO Box 49314, Vancouver, BC V7X 1L3 F. AUTHORIZED SHARE STRUCTURE Maximum number of shares of this class or Are there special rights or series of shares that the Kind of shares of this class restrictions attached to company is authorized to or series of shares the shares of this class or issue, or indicate there is series of shares? no maximum number MAXIMUM NUMBER OF Identifying name of class PAR VALUE OR SHARES AUTHORIZED OR TYPE OF CURRENCY YES/NO or series of shares WITHOUT PAR VALUE “NO MAXIMUM NUMBER” no maximum Common without par value n/a Yes number no maximum Non-Voting without par value n/a Yes number Rev. 2005/3/2 FORM 1—Leitch Systems Design Inc.—Approved July 4, 2005 NOA Page 1 Adapted and reprinted with permission of the Province of British Columbia—© 2004
Ministry of Finance INCORPORATION APPLICATION ~- BRITISH Corporate and Personal ~••• CoLUMBIA Property Registries FORM 1—BC COMPANY www. fin.gov.bc.calregistries Section 10 Business Corporations Act Telephone: 250 356- 8626 DO NOT MAIL THIS FORM to the Corporate and Freedom ofInformation and Protection ofPrivacy Act (FIPPA} The personal information requested on this form is made available to the Personal Property Registries unless you are instructed public under the authority of the Business Corporations Act. Questions about to do so by registry staff. The Regulation under the how the FIPPA applies to this personal information can be directed to the Business Corporations Act requires the electronic AdministraWe Assistant of the Corporate and Personal Property Registries version of this form to be filed on the Internet at at250 356-1198, POBox 9431 Stn ProvGovt, Victoria BC VBW 9V3. www.corporateonline.gov.bc.ca A. NAME OF COMPANY- Choose one of the following: The name GRANITE REIT INC./FPI GRANITE INC. is the name reserved for the company to be incorporated. The name reservation number is 1026339 0 The company is to be incorporated with a name created by adding “B.C. Ltd.” after the incorporation number of the company. B. INCORPORATION EFFECTIVE DATE- Choose one of the following: 0 The incorporation is to take effect at the time that this application is filed with the registrar. D The incorporation is to take effect at 12:01 a.m. Pacific Time on -:————-beinga date that is not more than ten days after the date of the filing of this application. D The incorporation is to take effect at 0 a.m. or 0 p.m. Pacific Time on _____ being a date and time that is not more than ten days after the date of the filing of this application. C. INCORPORATOR NAME(S) AND MAILING ADDRESS(ES) If an incorporator is a corporation or firm , enter the full name of the corporation or firm. Attach an additional sheet if more space is required . CORPORATION OR FIRM NAME OR MAl LING ADDRESS INCLUDING LAST NAME FIRST NAME MIDDLE NAME PROVINCE/STATE, COUNTRY AND POSTALiZIP CODE 77 King Street West, Suite 4010 Granite Real Estate Inc. P.O. Box 159, Toronto-Dominion Centre Toronto, ON Canada M5K 1H1 D. COMPLETING PARTY- The completing party must be an individual, not a corporation or firm. LAST NAME FIRST NAME MIDDLE NAME E. MAILING ADDRESS OF COMPLETING PARTY INCLUDING PROVINCE/STATE, COUNTRY AND POSTAL(ZIPCODE 77 King Street West, Suite 4010, P.O. Box 159, Toronto-Dominion Centre, Toronto, Ontario MSK 1H1 F. COMPLETING PARTY STATEMENT FIRST NAME MIDDLE NAME LAST NAME 1 • • Jen (\ ., te-er- n~dq Ie .. the completing party, have examined the Articles and Incorporation Agreement applicable to the company that is to be incorporated by the filing of this Incorporation Application and confirm that: (a) the Articles and Incorporation Agreement both contain a signature line for each person identified as an incorporator in the Incorporation Application with the name of that person set out legibly under the signature line, (b) an original signature has been placed on each of those signature lines, and (c) I have no reason to believe that the signature placed on a signature line is not the signature of the person whose name is set out under that signature line. NAME OF COMPLETING PARTY ·siGNATURE OF COMPLETING PARTY DATE SIGNED YYYY /MM/DD X Rev. 2005/3/2 FORM 1—Leitch Systems Design Inc.—Approved July 4, 2005 Page 1 Adapted and reprinted with permission of the Province of British Columbia-© 2004
NOTICE OF ARTICLES A. NAME OF COMPANY Set out the name of the company as set out in Item A of the Incorporation Application. GRANITE REIT INC./FPI GRANITE INC. B. TRANSLATION OF COMPANY NAME Set out every translation of the company name that the company intends to use outside of Canada C. DIRECTOR NAME(S) AND ADDRESS(ES) Set out the full name, delivery address and mailing address (if different) of every director of the company. The director may select to provide either (a) the delivery address and, if different, the mailing address for the office at which the individual can usually be served with records between 9:00a.m. and 4 p.m. on business days or (b) the delivery address and, if different, the mailing address of the individual’s residence. The delivery address must not be a post office box. Attach an additional sheet if more space is required. DELIVERY ADDRESS INCLUDING MAILING ADDRESS INCLUDING LAST NAME FIRST NAME MIDDLE NAME PROVINCe/STATE, COUNTRY AND PROVINce/STATE, COUNTRY AND POSTAL/ZIP CODE POSTAL/ZIP CODE 77 King Street West, Suite 77 King Street West, Suite lindale Jennifer 4010, P.O. Box 159, Toronto- 4010, P.O. Box 159, Toronto-Dominion Centre, Toronto, Dominion Centre, Toronto, Ontario, Canada M5K 1H 1 Ontario, Canada M5K 1 H 1 D. REGISTERED OFFICE ADDRESSES DELIVERY ADDRESS OF THE COMPANY’S REGISTERED OFFICE (INCLUDING BC and POSTAL CODE) Suite 2600, Three Bentall Centre, 595 Burrard Street, PO Box 49314, Vancouver, BC V7X 1L3 MAILING ADDRESS OF THE COMPANY’S REGISTERED OFFICE (INCLUDING BC and POSTAL CODE) Suite 2600, Three Bentall Centre, 595 Burrard Street, PO Box 49314, Vancouver, BC V7X 1 L3 E. RECORDS OFFICE ADDRESSES DELIVERY ADDRESS OF THE COMPANY’S RECORDS OFFICE (INCLUDING BC and POSTAL CODE) Suite 2600, Three Bentall Centre, 595 Burrard Street, PO Box 49314, Vancouver, BC V7X 1L3 MAILING ADDRESS OF THE COMPANY’S RECORDS OFFICE (INCLUDING BC and POSTAL CODE) Suite 2600, Three Bentall Centre, 595 Burrard Street, PO Box 49314, Vancouver, BC V7X 1L3 F AUTHORIZED SHARE STRUCTURE Maximum number of shares of this class or Are there special rights or series of shares that the Kind of shares of this class restrictions attached to company is authorized to or series of shares the shares of this class or Issue, or indicate there is series of shares? no maximum number MAXIMUM NUMBER OF Identifying name of class SHARES AUTHORIZED PAR VALUE OR OR WITHOUT TYPE OF CURRENCY YES/NO or series of shares “NO MAXIMUM NUMBER” PAR VALUE no maximum Common without par value n/a Yes number no maximum Non-Voting without par value n/a Yes number Rev. 2005/3/2 FORM 1—Leitch Systems Design Inc.—Approved July 4. 2005 NOA Page 1 Adapted and reprinted with permission of the Province of British Columbia—® 2004
