FirstService (FSV) 6-K Material Change Report

Exhibit 99.2

1(A)

Authorized Capital

1. The authorized capital of the Corporation is hereby amended as follows:

(a) by deleting all the authorized Preference Shares, issuable in one or more series and the rights, privileges, restrictions and conditions attaching thereto upon these Articles of Amendment becoming effective;

(b) by deleting all the authorized Multiple Voting Shares and the rights, privileges, restrictions and conditions attaching thereto upon these Articles of Amendment becoming effective; and

(c) by re-designating all presently existing Subordinate Voting Shares in the capital of the Corporation (both issued and unissued) as "Common Shares" (the "Common Shares") and by replacing all of the rights, privileges, restrictions and conditions presently attached thereto with those rights, privileges, restrictions and conditions hereinafter set out.

2. The authorized capital of the Corporation, after giving effect to the foregoing, shall consist of an unlimited number of Common Shares.

COMMON SHARES

3. The rights, privileges, restrictions and conditions attaching to the Common Shares shall be as follows:

(a) The holders of the Common Shares shall be entitled to receive notice of, to attend and speak at and to vote at any meeting of the shareholders of the Corporation, and at such meeting shall have one (1) vote for each Common Share held.

(b) Subject to any provisions of theBusiness Corporations Act(Ontario) or any successor statute of the Province of Ontario which is from time to time in force (the "Act") and to applicable securities laws and the by-laws, regulations or policies of any stock exchange upon which the Common Shares may then be listed, all or any part of the Common Shares which are then outstanding shall be purchasable for cancellation by the Corporation at any time, in the open market, by private contract or otherwise, at the lowest price at which, in the opinion of the directors, such shares are obtainable.

(c) The Common Shares shall not be redeemable by the Corporation.

(d) If the Act would in effect require in the absence of this clause 3(d) that an amendment to the Articles of the Corporation to delete or vary any preference, right, condition, restriction, limitation or prohibition attaching to any of the Common Shares, or to create special shares ranking in priority to or on a parity with the Common Shares, be confirmed in writing by the holders of 100% or any lesser percentage of the then outstanding Common Shares, then in lieu of such confirmation in writing, such confirmation may be given by at least two-thirds of the votes cast at a meeting of the holders of the Common Shares duly called for that purpose and, at such meeting, each holder of Common Shares shall be entitled to one vote for each Common Share held.

1(B)

(e) The holders of the Common Shares shall not have any right to vote separately upon any proposal to amend the Articles of the Corporation to: (a) increase any maximum number of authorized shares of any class or series having rights or privileges equal or superior to the Common Shares; or (b) create a new class of shares equal or superior to the Common Shares.

(f) The holders of the Common Shares shall be entitled to receive such dividends as may be declared thereon by the board of directors of the Corporation.

(g) In the event of the liquidation, dissolution or winding-up of the Corporation or other distribution of the assets of the Corporation amongst its shareholders for the purposes of winding-up its affairs, all of the property and assets of the Corporation available for distribution to the shareholders of the Corporation shall be paid or distributed in equal amounts per share on all Common Shares at the time outstanding without preference or distinction, and the holders thereof shall as such participate on a share-for-share basis equally therein.