EXHIBIT 4.15
Quebec
CERTIFICAT DE MODIFICATION
Loi sur les compagnies, Partie IA
(L.R.Q., chap. C-38)
J'atteste par les presentes que la compagnie
SOCIETE CANADIENNE DE METAUX
REYNOLDS, LTEE
et sa version
CANADIAN REYNOLDS METALS COMPANY, LTD.
a modifie ses statuts le 1ER JANVIER 1996, sous l'autorite de la
partie IA de la Loi sur les compagnies, tel qu'indique dans les
statuts de modification ci-joints.
Deposes au registre le 15 decembre 1995
sous le matricule 1140329104
Gouvernement
du Quebec
L'Inspecteur
general des Alfred Vaillancourt
institutions Inspecteur general des institutions financieres par interim
financieres
[IMAGE OF SEAL OMITTED]
APPENDIX 2
(1) The number of its shareholders is limited to fifty (50), exclusive of
present or former employees of the Company or of a subsidiary.
(2) The directors may, when they deem it expedient:
(a) borrow money upon the credit of the Company;
(b) issue debentures or other securities of the Company, and pledge or
sell the same for such sums and at such prices as may be deemed
expedient;
(c) hypothecate the immovable and movable property or otherwise affect
the movable property of the Company.
Quebec
CERTIFICAT DE CONSTITUTION
Loi sur les compagnies, Partie IA
(L.R.Q., chap. C-38)
J'atteste par les presentes que la compagnie
SYSTEMES GRAPHIQUES SOUTHERN-CANADA,
LTEE
et sa version
SOUTHERN GRAPHIC SYSTEMS-CANADA, LTD.
a ete constituee le 31 MARS 1994, sous l'autorite de la
partie IA de la Loi sur les compagnies, tel qu'indique dans les
statuts de constitution ci-joints.
Deposes au registre le 12 avril 1994
sous le matricule 1140329104
Gouvernement
du Quebec
L'Inspecteur
general des Jean Marie Blandchard
institutions Inspecteur general des institutions financieres
financieres
S110S14G01S93MA
[IMAGE OF SEAL OMITTED]
Gouvernement du Quebec A-110220-J9401
L'Inspecteur general
des institutions financieres
Form 1
ARTICLES OF INCORPORATION
The Companies Act, R.S.Q., c. C-38
Part 1A
1 Corporate name
SYSTEMES GRAPHIQUES SOUTHERN-CANADA, LTEE
SOUTHERN GRAPHIC SYSTEMS-CANADA, LTD.
2 Quebec judicial district 3 Precise number or 4 Effective date if
wherein company is minimum and maximum after filing date
setting up its head number of directors
office
Montreal Minimum: 3 Maximum: 10 N/A
5 Description of share capital
The annexed Appendix 1 is incorporated in this form
6 Restrictions (if any) on transfer of shares
No shares of the Company shall be transferred without the approval of the
directors evidenced by a resolution duly adopted by them
7 Limitations (if any) on company activity
None
8 Other provisions
The annexed Appendix 2 is incorporated in this form
9 Incorporators
Name and surname Address and postal code Signature of each incorporator
(if a corporation, give (if a corporation, signature
head office address and of authorized person)
incorporation act)
Bertrand, Maryse 3123 Daulac Road Maryse Bertrand
Montreal, Quebec
H3Y 2A1
______________________________________________________________________________
If space is insufficient, attach an appendix in two (2) copies
- ------------------------------------------------------------------------------
For departmental use only CA-211(REV.12-93)
Gouvernement
du Quebec
Depose le
31 MARS 1994
L'Inspecteur general des
Institutions financieres
APPENDIX 1
----------
Unlimited number of class A common shares without par value;
Unlimited number of class B common shares without par value;
Unlimited number of class A preferred shares without par value;
Unlimited number of class B preferred shares without par value;
Unlimited number of class C preferred shares without par value; and
Unlimited number of class D preferred shares without par value.
I. The class A common shares and the class B common shares shall have
attached thereto the following rights, privileges, restrictions and
conditions:
(a) Each class A common share shall entitle the holder thereof to one (1)
vote at all meetings of the shareholders of the Company (except
meetings at which only holders of another specified class of shares
are entitled to vote pursuant to the provisions hereof or pursuant to
the provisions of the Companies Act (hereinafter referred to as the
"Act")). The holders of the class B common shares shall not be
entitled to receive notice of, nor to attend or vote at meetings of
the shareholders of the Company (except as required by the provisions
hereof or by the Act).
(b) In the event of the liquidation, dissolution or winding-up of the
Company, whether voluntary or involuntary, or other distribution of
assets of the Company among shareholders for the purpose of
winding-up its affairs, subject to the rights, privileges,
restrictions and conditions attaching to the class A preferred
shares, the class B preferred shares, the class C preferred shares,
the class D preferred shares and to any other class of shares ranking
prior to the class A common shares or the class B common shares, the
holders of the class A common shares and the holders of the class B
common shares shall be entitled to receive the remaining property of
the Company; the class A common shares and the class B common shares
shall rank equally with respect to the payment of dividends and to
the distribution of assets in the event of the liquidation,
dissolution or winding-up of the Company, whether voluntary or
involuntary, or any other distribution of the assets of the Company
among shareholders for the purpose of winding-up its affairs.
II. The class A preferred shares shall have attached thereto the following
rights, privileges, restrictions and conditions:
(a) Each class A preferred share shall entitle the holder thereof to one
(1) vote at all meetings of the shareholders of the Company (except
meetings at which only holders of another specified class of shares
are entitled to vote pursuant to the provisions of the Act).
(b) The holders of the class A preferred shares shall be entitled to
receive during each month, as and when declared by the board of
directors, but always in preference and priority to any payment of
dividends on the other shares of the Company, non-cumulative
dividends at a fixed rate of one percent (1%) per month calculated on
the class A preferred redemption price (as hereinafter in paragraph
II. (g) defined) of each such share payable in money, property or by
the issue of fully paid shares of any class of the Company. The
holders of the class A preferred shares shall not be entitled to any
dividend in excess of the dividend hereinbefore provided for.
(c) In the event of the liquidation, dissolution or winding-up of the
Company, whether voluntary or involuntary, or other distribution of
assets of the Company among shareholders for the purpose of
winding-up its affairs, the holders of the class A preferred shares
shall be entitled to receive for each class A preferred share, in
preference and priority to any distribution of the property or assets
of the Company to the holders of the other shares of the Company, an
amount equal to the class A preferred redemption price plus all
declared and unpaid dividends thereon, but shall not be entitled to
share any further in the distribution of the property or assets of
the Company.
(d) The Company may, in the manner hereinafter provided, redeem at any
time all, or from time to time any part, of the outstanding class A
preferred shares on payment for each class A preferred share to be
redeemed of the class A preferred redemption price plus all declared
and unpaid dividends thereon (in paragraphs II. (e) and (f) called
the "redemption price").
(e) Before redeeming any class A preferred shares, the Company shall mail
or deliver to each person who, at the date of such mailing or
delivery, shall be a registered holder of class A preferred shares to
be redeemed, notice of the intention of the Company to redeem such
shares held by such registered holder; such notice shall be delivered
to, or mailed by ordinary prepaid post addressed to, the last address
of such holder as it appears on the records of the Company, or in the
event of the address of any such holder not appearing on the records
of the Company, then to the last address of such holder known to the
Company, at least one (1) day before the date specified for
redemption; such notice shall set out the redemption price, the date
on which the redemption is to take place and, if part only of the
class A preferred shares held by the person to whom it is addressed
is to be redeemed, the number thereof so to be redeemed; on or after
the date so specified for redemption the Company shall pay or cause
to be paid the redemption price to the registered holders of the
class A preferred shares to be redeemed on presentation and surrender
of the certificates for the class A preferred shares so called for
redemption at the registered office of the Company or at such other
place or places as may be specified in such notice, and the
certificates for such class A preferred shares shall thereupon be
cancelled, and the class A preferred shares represented thereby shall
thereupon be redeemed; from and after the date specified for
redemption in such notice, the holders of the class A preferred
shares called for redemption shall cease to be entitled to dividends
in respect of such shares and shall not be entitled to exercise any
of the rights of the holders thereof, except the right to receive the
redemption price, unless payment of the redemption price shall not be
made by the Company in accordance with the foregoing provisions, in
which case the rights of the holders of such shares shall remain
unaffected; on or before the date specified for redemption, the
Company shall have the right to deposit the redemption price of the
class A preferred shares called for redemption in a special account
with any chartered bank or trust company in Canada named in the
notice of redemption, to be paid, without interest, to or to the
order of the respective holders of such class A preferred shares
called for redemption, upon presentation and surrender of the
certificates representing the same and, upon such deposit being made
or upon the date specified for redemption, whichever is later, the
class A preferred shares in respect whereof such deposit shall have
been made, shall be deemed to be redeemed and the rights of the
respective holders thereof, after such deposit or after such
redemption date, as the case may be, shall be limited to receiving,
out of the moneys so deposited, without interest, the redemption
price applicable to their respective class A preferred shares against
presentation and surrender of the certificates representing such
class A preferred shares. If less than all the class A preferred
shares are to be redeemed, the shares to be redeemed shall be
redeemed pro rata, disregarding fractions, unless the holders of the
class A preferred shares unanimously agree to the adoption of
another method of selection of the class A preferred shares to be
redeemed. If less than all the class A preferred shares represented
by any certificate be redeemed, a new certificate for the balance
shall be issued.
(f) The Company may purchase for cancellation at any time all, or from
time to time any part, of the class A preferred shares outstanding,
by private contract at any price, with the unanimous consent of the
holders of the class A preferred shares then outstanding, or by
invitation for tenders addressed to all the holders of the class A
preferred shares at the lowest price at which, in the opinion of the
directors, such shares are obtainable but not exceeding the
redemption price thereof. If less than all the class A preferred
shares represented by any certificate be purchased for cancellation,
a new certificate for the balance shall be issued.
(g) For the purposes of the foregoing paragraphs II. (b), (c) and (d),
the "class A preferred redemption price" of each class A preferred
share shall be an amount equal to (i) the monetary consideration
received by the Company upon the issuance of such share (denominated
in the currency in which such consideration was paid to the Company),
if such share has been issued for money; or (ii) the fair market
value of the consideration received by the Company (including,
without limitation, shares of another class of the Company) upon the
issuance of such share, if such share has been issued for a
consideration other than money. Subject to the provisions of the
following sub-paragraph, such fair market value is to be determined
by the directors on the basis of generally accepted accounting and
valuation principles.
The fair market value determined as hereinabove provided for shall be
subject to revision in accordance with any binding agreement with, or
decision by, the appropriate taxation authorities, or any judgment of
a court of competent jurisdiction. In the event that any such
agreement, decision or judgment shall result in a final determination
under the provisions of the appropriate taxation legislation and the
amount thereby determined is an amount other than the amount for
which such share was originally issued as determined by the directors
in accordance with the preceding sub-paragraph, such finally
determined amount for the purpose of the appropriate taxation
legislation shall then be deemed to be the fair market value of the
consideration received by the Company upon the issuance of such class
A preferred share.
(h) In the event that only part of the amount of the consideration
received by the Company for any class A preferred share issued by the
Company is added to the issued and paid up capital account for the
class of shares of which such class A preferred share forms part,
such class A preferred share shall be deemed to have been issued for
the full amount of the consideration received, for all purposes of
these articles (except only the issued and paid up capital of such
shares) including, but without limiting the generality of the
foregoing, dividend rights, redemption rights and rights upon
liquidation and dissolution.
(i) No change to any of the provisions of paragraphs II. (a) to (h) or of
this paragraph (i) shall have any force or effect until it has been
approved by a majority of not less than two-thirds (2/3) of the votes
cast by the holders of the class A preferred shares, voting
separately as a class at a meeting of such holders specially called
for that purpose, or by a resolution in writing signed by all the
holders of the class A preferred shares, in addition to any other
approval required by the Act.
III. The class B preferred shares shall have attached thereto the following
rights, privileges, restrictions and conditions:
(a) Subject to the provisions of the Act or as otherwise expressly
provided herein, the holders of the class B preferred shares shall
not be entitled to receive notice of, nor to attend or vote at
meetings of the shareholders of the Company.
(b) The holders of the class B preferred shares shall be entitled to
receive during each month, as and when declared by the board of
directors, but always in preference and priority to any payment of
dividends on the class C preferred shares, the class D preferred
shares, the class A common shares and the class B common shares or
any other shares ranking junior to the class B preferred shares,
non-cumulative dividends at a fixed rate of one percent (1%) per
month calculated on the class B preferred redemption price (as
hereinafter in paragraph III. (g) defined) of each such share
payable in money, property or by the issue of fully paid shares of
any class of the Company. The holders of the class B preferred
shares shall not be entitled to any dividend in excess of the
dividend hereinbefore provided for.
(c) In the event of the liquidation, dissolution or winding-up of the
Company, whether voluntary or involuntary, or other distribution of
assets of the Company among shareholders for the purpose of
winding-up its affairs, the holders of the class B preferred shares
shall be entitled to receive for each class B preferred share, in
preference and priority to any distribution of the property or
assets of the Company to the holders of the class C preferred
shares, the class D preferred shares, the class A and the class B
common shares or any other shares ranking junior to the class B
preferred shares, an amount equal to the class B preferred
redemption price plus all declared and unpaid dividends thereon, but
shall not be entitled to share any further in the distribution of
the property or assets of the Company.
(d) The Company may, in the manner hereinafter provided, redeem at any
time all, or from time to time any part, of the outstanding class B
preferred shares on payment for each class B preferred share to be
redeemed of the class B preferred redemption price plus all declared
and unpaid dividends thereon (in paragraphs III. (e) and (f) called
the "redemption price").
(e) Before redeeming any class B preferred shares, the Company shall
mail or deliver to each person who, at the date of such mailing or
delivery, shall be a registered holder of class B preferred shares
to be redeemed, notice of the intention of the Company to redeem
such shares held by such registered holder; such notice shall be
delivered to, or mailed by ordinary prepaid post addressed to, the
last address of such holder as it appears on the records of the
Company, or in the event of the address of any such holder not
appearing on the records of the Company, then to the last address of
such holder known to the Company, at least one (1) day before the
date specified for redemption; such notice shall set out the
redemption price, the date on which the redemption is to take place
and, if part only of the class B preferred shares held by the person
to whom it is addressed is to be redeemed, the number thereof so to
be redeemed; on or after the date so specified for redemption the
Company shall pay or cause to be paid the redemption price to the
registered holders of the class B preferred shares to be redeemed on
presentation and surrender of the certificates for the class B
preferred shares so called for redemption at the head office of the
Company or at such other place or places as may be specified in such
notice, and the certificates for such class B preferred shares shall
thereupon be cancelled, and the class B preferred shares represented
thereby shall thereupon be redeemed; from and after the date
specified for redemption in such notice, the holders of the class B
preferred shares called for redemption shall cease to be entitled to
dividends in respect of such shares and shall not be entitled to
exercise any of the rights of the holders thereof, except the right
to receive the redemption price, unless payment of the redemption
price shall not be made by the Company in accordance with the
foregoing provisions, in which case the rights of the holders of
such shares shall remain unaffected; on or before the date
specified for redemption, the Company shall have the right to
deposit the redemption price of the class B preferred shares called
for redemption in a special account with any chartered bank or trust
company in Canada named in the notice of redemption, to be paid,
without interest, to or to the order of the respective holders of
such class B preferred shares called for redemption, upon
presentation and surrender of the certificates representing the same
and, upon such deposit being made or upon the date specified for
redemption, whichever is later, the class B preferred shares in
respect whereof such deposit shall have been made, shall be deemed
to be redeemed and the rights of the respective holders hereof,
after such deposit or after such redemption date, as the case may
be, shall be limited to receiving, out of the moneys so deposited,
without interest, the redemption price applicable to their
respective class B preferred shares against presentation and
surrender of the certificates representing such class B preferred
shares. If less than all the class B preferred shares are to be
redeemed, the shares to be redeemed shall be redeemed pro rata,
disregarding fractions, unless the holders of the class B preferred
shares unanimously agree to the adoption of another method of
selection of the class B preferred shares to be redeemed. If less
than all the class B preferred shares represented by any certificate
be redeemed, a new certificate for the balance shall be issued.
(f) The Company may purchase for cancellation at any time all, or from
time to time any part, of the class B preferred shares outstanding,
by private contract at any price, with the unanimous consent of the
holders of the class B preferred shares then outstanding, or by
invitation for tenders addressed to all the holders of the class B
preferred shares at the lowest price at which, in the opinion of the
directors, such shares are obtainable but not exceeding the
redemption price thereof. If less than all the class B preferred
shares represented by any certificate be purchased for cancellation,
a new certificate for the balance shall be issued.
(g) For the purposes of the foregoing paragraphs III. (b), (c) and (d),
the "class B preferred redemption price" of each class B preferred
share shall be an amount equal to (i) the monetary consideration
received by the Company upon the issuance of such share (denominated
in the currency in which such consideration was paid to the
Company), if such share has been issued for money; or (ii) the fair
market value of the consideration received by the Company
(including, without limitation, shares of another class of the
Company) upon the issuance of such share, if such share has been
issued for a consideration other than money. Subject to the
provisions of the following sub-paragraph, such fair market value is
to be determined by the directors on the basis of generally accepted
accounting and valuation principles.
The fair market value determined as hereinabove provided for shall
be subject to revision in accordance with any binding agreement
with, or decision by, the appropriate taxation authorities, or any
judgment of a court of competent jurisdiction. In the event that
any such agreement, decision or judgment shall result in a final
determination under the provisions of the appropriate taxation
legislation and the amount thereby determined is an amount other
than the amount for which such share was originally issued as
determined by the directors in accordance with the preceding
subparagraph, such finally determined amount for the purpose of the
appropriate taxation legislation shall then be deemed to be the fair
market value of the consideration received by the Company upon the
issuance of such class B preferred share.
(h) In the event that only part of the amount of the consideration
received by the Company for any class B preferred share issued by
the Company is added to the issued and paid up capital account for
the class of shares of which such class B preferred share forms
part, such class B preferred share shall be deemed to have been
issued for the full amount of the consideration received, for all
purposes of these articles (except only the issued and paid up
capital of such shares) including, but without limiting the
generality of the foregoing, dividend rights, redemption rights and
rights upon liquidation and dissolution.
(i) No change to any of the provisions of paragraphs III. (a) to (h) or
of this paragraph (i) shall have any force or effect until a by-law
has been approved by a majority of not less than two-thirds (2/3) of
the votes cast by the holders of the class B preferred shares,
voting separately as a class at a meeting of such holders specially
called for that purpose, or by a resolution in writing signed by all
the holders of the class B preferred shares, in addition to any
other approval required by the Act.
IV. The class C preferred shares shall have attached thereto the following
rights, privileges, restrictions and conditions:
(a) Each class C preferred share shall entitle the holder thereof to one
(1) vote at all meetings of the shareholders of the Company (except
meetings at which only holders of another specified class of shares
are entitled to vote pursuant to the provisions hereof or pursuant
to the Act).
(b) The holders of the class C preferred shares shall be entitled to
receive during each month, as and when declared by the board of
directors, but always in preference and priority to any payment of
dividends on the class D preferred shares, the class A and the class
B common shares or any other shares ranking junior to the class C
preferred shares, non-cumulative dividends at a fixed rate of one
percent (1%) per month calculated on the class C preferred
redemption price (as hereinafter in paragraph IV. (h) defined) of
each such share payable in money, property or by the issue of fully
paid shares of any class of the Company. The holders of the class C
preferred shares shall not be entitled to any dividend in excess of
the dividend hereinbefore provided for.
(c) In the event of the liquidation, dissolution or winding-up of the
Company, whether voluntary or involuntary, or other distribution of
assets of the Company among shareholders for the purpose of
winding-up its affairs, the holders of the class C preferred shares
shall be entitled to receive for each class C preferred share, in
preference and priority to any distribution of the property or
assets of the Company to the holders of the class D preferred
shares, the class A and the class B common shares or any other
shares ranking junior to the class C preferred shares, an amount
equal to the class C preferred redemption price plus all declared
and unpaid dividends thereon, but shall not be entitled to share any
further in the distribution of the property or assets of the
Company.
(d) The Company may, in the manner hereinafter provided, redeem at any
time all, or from time to time any part, of the outstanding class C
preferred shares on payment for each class C preferred share to be
redeemed of the class C preferred redemption price plus all declared
and unpaid dividends thereon (in paragraphs IV. (e), (f) and (g)
called the "redemption price").
(e) Before redeeming any class C preferred shares, the Company shall
mail or deliver to each person who, at the date of such mailing or
delivery, shall be a registered holder of class C preferred shares
to be redeemed, notice of the intention of the Company to redeem
such shares held by such registered holder; such notice shall be
delivered to, or mailed by ordinary prepaid post addressed to, the
last address of such holder as it appears on the records of the
Company, or in the event of the address of any such holder not
appearing on the records of the Company, then to the last address of
such holder known to the Company, at least one (1) day before the
date specified for redemption; such notice shall set out the
redemption price, the date on which the redemption is to take place
and, if part only of the class C preferred shares held by the person
to whom it is addressed is to be redeemed, the number thereof so to
be redeemed; on or after the date so specified for redemption the
Company shall pay or cause to be paid the redemption price to the
registered holders of the class C preferred shares to be redeemed on
presentation and surrender of the certificates for the class C
preferred shares so called for redemption at the head office of the
Company or at such other place or places as may be specified in such
notice, and the certificates for such class C preferred shares shall
thereupon be cancelled, and the class C preferred shares represented
thereby shall thereupon be redeemed; from and after the date
specified for redemption in such notice, the holders of the class C
preferred shares called for redemption shall cease to be entitled to
dividends in respect of such shares and shall not be entitled to
exercise any of the rights of the holders thereof, except the right
to receive the redemption price, unless payment of the redemption
price shall not be made by the Company in accordance with the
foregoing provisions, in which case the rights of the holders of
such shares shall remain unaffected; on or before the date specified
for redemption, the Company shall have the right to deposit the
redemption price of the class C preferred shares called for
redemption in a special account with any chartered bank or trust
company in Canada named in the notice of redemption, to be paid,
without interest, to or to the order of the respective holders of
such class C preferred shares called for redemption, upon
presentation and surrender of the certificates representing the same
and, upon such deposit being made or upon the date specified for
redemption, whichever is later, the class C preferred shares in
respect whereof such deposit shall have been made, shall be deemed
to be redeemed and the rights of the respective holders thereof,
after such deposit or after such redemption date, as the case may
be, shall be limited to receiving, out of the moneys so deposited,
without interest, the redemption price applicable to their
respective class C preferred shares against presentation and
surrender of the certificates representing such class C preferred
shares. If less than all the class C preferred shares are to be
redeemed, the shares to be redeemed shall be redeemed pro rata,
disregarding fractions, unless the holders of the class C preferred
shares unanimously agree to the adoption of another method of
selection of the class C preferred shares to be redeemed. If less
than all the class C preferred shares represented by any certificate
be redeemed, a new certificate for the balance shall be issued.
(f) A holder of class C preferred shares shall be entitled to require
the Company to redeem at any time all, or from time to time any
part, of the class C preferred shares registered in the name of such
holder by tendering to the Company at its head office the share
certificate(s) representing the class C preferred shares which the
registered holder desires to have the Company redeem together with a
request in writing specifying (i) the number of class C preferred
shares which the registered holder desires to have redeemed by the
Company and (ii) the business day (in this paragraph referred to as
the "redemption date") on which the holder desires to have the
Company redeem such class C preferred shares, which redemption date
shall not be less than five (5) days after the day on which the
request in writing is given to the Company. Upon receipt of the
share certificate(s) representing the class C preferred shares which
the registered holder desires to have the Company redeem together
with such a request, the Company shall on, or at its option, before,
the redemption date redeem such class C preferred shares by paying
to the registered holder thereof, for each share to be redeemed, an
amount equal to the redemption price in respect thereof; such
payment shall be made by cheque payable at par at any branch of the
Company's bankers for the time being in Canada. The said class C
preferred shares shall be deemed to be redeemed on the date of
payment of the redemption price and from and after such date such
class C preferred shares shall cease to be entitled to dividends and
the holders thereof shall not be entitled to exercise any of the
rights of the holders of class C preferred shares in respect
thereof. Notwithstanding the foregoing, the Company shall only be
obliged to redeem class C preferred shares so tendered for
redemption to the extent that such redemption would not be contrary
to any applicable law, and if such redemption of any such class C
preferred shares would be contrary to any applicable law, the
Company shall only be obliged to redeem such class C preferred
shares to the extent that the moneys applied thereto shall be such
amount (rounded to the next lower multiple of one hundred dollars
($100.00)) as would not be contrary to such law, in which case the
Company shall pay to each holder his pro rata share of the purchase
moneys allocable. If less than all the class C preferred shares
represented by any certificate be redeemed, a new certificate for
the balance shall be issued.
(g) The Company may purchase for cancellation at any time all, or from
time to time any part, of the class C preferred shares outstanding,
by private contract at any price, with the unanimous consent of the
holders of the class C preferred shares then outstanding, or by
invitation for tenders addressed to all the holders of the class C
preferred shares at the lowest price at which, in the opinion of the
directors, such shares are obtainable but not exceeding the
redemption price thereof. If less than all the class C preferred
shares represented by any certificate be purchased for cancellation,
a new certificate for the balance shall be issued.
(h) For the purposes of the foregoing paragraphs IV. (b), (c) and (d),
the "class C preferred redemption price" of each class C preferred
share shall be an amount equal to (i) the monetary consideration
received by the Company upon the issuance of such share (denominated
in the currency in which such consideration was paid to the
Company), if such share has been issued for money; or (ii) the fair
market value of the consideration received by the Company
(including, without limitation, shares of another class of the
Company) upon the issuance of such share, if such share has been
issued for a consideration other than money. Subject to the
provisions of the following sub-paragraph, such fair market value is
to be determined by the directors on the basis of generally accepted
accounting and valuation principles.
The fair market value determined as hereinabove provided for shall
be subject to revision in accordance with any binding agreement
with, or decision by, the appropriate taxation authorities, or any
judgment of a court of competent jurisdiction. In the event that
any such agreement, decision or judgment shall result in a final
determination under the provisions of the appropriate taxation
legislation and the amount thereby determined is an amount other
than the amount for which such share was originally issued as
determined by the directors in accordance with the preceding
sub-paragraph, such finally determined amount for the purpose of the
appropriate taxation legislation shall then be deemed to be the fair
market value of the consideration received by the Company upon the
issuance of such class C preferred share.
(i) In the event that only part of the amount of the consideration
received by the Company for any class C preferred share issued by
the Company is added to the issued and paid up capital account for
the class of shares of which such class C preferred share forms
part, such class C preferred share shall be deemed to have been
issued for the full amount of the consideration received, for all
purposes of these articles (except only the issued and paid up
capital of such class C preferred shares) including, but without
limiting the generality of the foregoing, dividend rights,
redemption rights and rights upon liquidation and dissolution.
(j) No change to any of the provisions of paragraphs IV. (a) to (i) or
of this paragraph (j) shall have any force or effect until a by-law
has been approved by a majority of not less than two-thirds (2/3) of
the votes cast by the holders of the class C preferred shares,
voting separately as a class at a meeting of such holders specially
called for that purpose, or by a resolution in writing signed by all
the holders of the class C preferred shares, in addition to any
other approval required by the Act.
V. The class D preferred shares shall have attached thereto the following
rights, privileges, restrictions and conditions:
(a) Subject to the provisions of the Act or as otherwise expressly
provided herein, the holders of the class D preferred shares shall
not be entitled to receive notice of, nor to attend or vote at
meetings of the shareholders of the Company.
(b) The holders of the class D preferred shares shall be entitled to
receive during each month, as and when declared by the board of
directors, but always in preference and priority to any payment of
dividends on the class A and the class B common shares or any other
shares ranking junior to the class D preferred shares,
non-cumulative dividends at a fixed rate of one percent (1%) per
month calculated on the class D preferred redemption price (as
hereinafter in paragraph V. (h) defined) of each such share payable
in money, property or by the issue of fully paid shares of any class
of the Company. The holders of the class D preferred shares shall
not be entitled to any dividend in excess of the dividend
hereinbefore provided for.
(c) In the event of the liquidation, dissolution or winding-up of the
Company, whether voluntary or involuntary, or other distribution of
assets of the Company among shareholders for the purpose of
winding-up its affairs, the holders of the class D preferred shares
shall be entitled to receive for each class D preferred share, in
preference and priority to any distribution of the property or
assets of the Company to the holders of the class A and the class B
common shares or any other shares ranking junior to the class D
preferred shares, an amount equal to the class D preferred
redemption price plus all declared and unpaid dividends thereon, but
shall not be entitled to share any further in the distribution of
the property or assets of the Company.
(d) The Company may, in the manner hereinafter provided, redeem at any
time all, or from time to time any part, of the outstanding class D
preferred shares on payment for each class D preferred share to be
redeemed of the class D preferred redemption price plus all declared
and unpaid dividends thereon (in paragraphs V. (e), (f) and (g)
called the "redemption price").
(e) Before redeeming any class D preferred shares, the Company shall
mail or deliver to each person who, at the date of such mailing or
delivery, shall be a registered holder of class D preferred shares
to be redeemed, notice of the intention of the Company to redeem
such shares held by such registered holder; such notice shall be
delivered to, or mailed by ordinary prepaid post addressed to, the
last address of such holder as it appears on the records of the
Company, or in the event of the address of any such holder not
appearing on the records of the Company, then to the last address of
such holder known to the Company, at least one (1) day before the
date specified for redemption; such notice shall set out the
redemption price, the date on which the redemption is to take place
and, if part only of the class D preferred shares held by the person
to whom it is addressed is to be redeemed, the number thereof so to
be redeemed; on or after the date so specified for redemption the
Company shall pay or cause to be paid the redemption price to the
registered holders of the class D preferred shares to be redeemed on
presentation and surrender of the certificates for the class D
preferred shares so called for redemption at the registered office
of the Company or at such other place or places as may be specified
in such notice, and the certificates for such class D preferred
shares shall thereupon be cancelled, and the class D preferred
shares represented thereby shall thereupon be redeemed; from and
after the date specified for redemption in such notice, the holders
of the class D preferred shares called for redemption shall cease to
be entitled to dividends in respect of such shares and shall not be
entitled to exercise any of the rights of the holders thereof,
except the right to receive the redemption price, unless payment of
the redemption price shall not be made by the Company in accordance
with the foregoing provisions, in which case the rights of the
holders of such shares shall remain unaffected; on or before the
date specified for redemption, the Company shall have the right to
deposit the redemption price of the class D preferred shares called
for redemption in a special account with any chartered bank or trust
company in Canada named in the notice of redemption, to be paid,
without interest, to or to the order of the respective holders of
such class D preferred shares called for redemption, upon
presentation and surrender of the certificates representing the same
and, upon such deposit being made or upon the date specified for
redemption, whichever is later, the class D preferred shares in
respect whereof such deposit shall have been made, shall be deemed
to be redeemed and the rights of the respective holders thereof,
after such deposit or after such redemption date, as the case may
be, shall be limited to receiving, out of the moneys so deposited,
without interest, the redemption price applicable to their
respective class D preferred shares against presentation and
surrender of the certificates representing such class D preferred
shares. If less than all the class D preferred shares are to be
redeemed, the shares to be redeemed shall be redeemed pro rata,
disregarding fractions, unless the holders of the class D preferred
shares unanimously agree to the adoption of another method of
selection of the class D preferred shares to be redeemed. If less
than all the class D preferred shares represented by any certificate
be redeemed, a new certificate for the balance shall be issued.
(f) A holder of class D preferred shares shall be entitled to require
the Company to redeem at any time all, or from time to time any
part, of the class D preferred shares registered in the name of such
holder by tendering to the Company at its head office the share
certificate(s) representing the class D preferred shares which the
registered holder desires to have the Company redeem together with a
request in writing specifying (i) the number of class D preferred
shares which the registered holder desires to have redeemed by the
Company and (ii) the business day (in this paragraph referred to as
the "redemption date") on which the holder desires to have the
Company redeem such class D preferred shares, which redemption date
shall not be less than five (5) days after the day on which the
request in writing is given to the Company. Upon receipt of the
share certificate(s) representing the class D preferred shares which
the registered holder desires to have the Company redeem together
with such a request, the Company shall on, or at its option, before,
the redemption date redeem such class D preferred shares by paying
to the registered holder thereof, for each share to be redeemed, an
amount equal to the redemption price in respect thereof; such
payment shall be made by cheque payable at par at any branch of the
Company's bankers for the time being in Canada. The said class D
preferred shares shall be deemed to be redeemed on the date of
payment of the redemption price and from and after such date such
class D preferred shares shall cease to be entitled to dividends and
the holders thereof shall not be entitled to exercise any of the
rights of the holders of class D preferred shares in respect
thereof. Notwithstanding the foregoing, the Company shall only be
obliged to redeem class D preferred shares so tendered for
redemption to the extent that such redemption would not be contrary
to any applicable law, and if such redemption of any such class D
preferred shares would be contrary to any applicable law, the
Company shall only be obliged to redeem such class D preferred
shares to the extent that the moneys applied thereto shall be such
amount (rounded to the next lower multiple of one hundred dollars
($100.00)) as would not be contrary to such law, in which case the
Company shall pay to each holder his pro rata share of the purchase
moneys allocable. If less than all the class D preferred shares
represented by any certificate be redeemed, a new certificate for
the balance shall be issued.
(g) The Company may purchase for cancellation at any time all, or from
time to time any part, of the class D preferred shares outstanding,
by private contract at any price, with the unanimous consent of the
holders of the class D preferred shares then outstanding, or by
invitation for tenders addressed to all the holders of the class D
preferred shares at the lowest price at which, in the opinion of the
directors, such shares are obtainable but not exceeding the
redemption price thereof. If less than all the class D preferred
shares represented by any certificate be purchased for cancellation,
a new certificate for the balance shall be issued.
(h) For the purposes of the foregoing paragraphs V. (b), (c) and (d),
the "class D preferred redemption price" of each class D preferred
share shall be an amount equal to (i) the monetary consideration
received by the Company upon the issuance of such share (denominated
in the currency in which such consideration was paid to the
Company), if such share has been issued for money; or (ii) the fair
market value of the consideration received by the Company
(including, without limitation, shares of another class of the
Company) upon the issuance of such share, if such share has been
issued for a consideration other than money. Subject to the
provisions of the following sub-paragraph, such fair market value is
to be determined by the directors on the basis of generally accepted
accounting and valuation principles.
The fair market value determined as hereinabove provided for shall
be subject to revision in accordance with any binding agreement
with, or decision by, the appropriate taxation authorities, or any
judgment of a court of competent jurisdiction. In the event that
any such agreement, decision or judgment shall result in a final
determination under the provisions of the appropriate taxation
legislation and the amount thereby determined is an amount other
than the amount for which such share was originally issued as
determined by the directors in accordance with the preceding
sub-paragraph, such finally determined amount for the purpose of the
appropriate taxation legislation shall then be deemed to be the fair
market value of the consideration received by the Company upon the
issuance of such class D preferred share.
(i) In the event that only part of the amount of the consideration
received by the Company for any class D preferred share issued by
the Company is added to the issued and paid up capital account for
the class of shares of which such class D preferred share forms
part, such class D preferred share shall be deemed to have been
issued for the full amount of the consideration received, for all
purposes of these articles (except only the issued and paid up
capital of such shares) including, but without limiting the
generality of the foregoing, dividend rights, redemption rights and
rights upon liquidation and dissolution.
(j) No change to any of the provisions of paragraphs V. (a) to (i) or of
this paragraph (j) shall have any force or effect until a by-law has
been approved by a majority of not less than two-thirds (2/3) of the
votes cast by the holders of the class D preferred shares, voting
separately as a class at a meeting of such holders specially called
for that purpose, or by a resolution in writing signed by all the
holders of the class D preferred shares, in addition to any other
approval required by the Act.
APPENDIX 2
(1) The number of its shareholders is limited to fifty (50), exclusive
of present or former employees of the Company or of a subsidiary.
(2) The Company shall not make a distribution to the public of any of
its securities.
(3) The directors may, when they deem it expedient:
(a) borrow money upon the credit of the Company;
(b) issue debentures or other securities of the Company, and
pledge or sell the same for such sums and at such prices as
may be deemed expedient;
(c) hypothecate the immovable and movable property or otherwise
affect the movable property of the Company.
Gouvernement du Quebec A-110220-J9401
L'Inspecteur general
des institutions financieres
Form 4
NOTICE CONCERNING COMPOSITION
OF THE BOARD OF DIRECTORS
The Companies Act, R.S.Q., c. C-38
Part 1A
1 Corporate name
SYSTEMES GRAPHIQUES SOUTHERN-CANADA, LTEE
SOUTHERN GRAPHIC SYSTEMS-CANADA, LTD.
2 Present address of the company:
1420 Sherbrooke Street West, Suite 802
No Street name
Montreal
Municipality
Quebec H3G 1K9
Province Postal code
Full residential address
Name and surname (including postal code)
3 The directors of the Company are:
Christino, Thomas P. 6601 West Broad Street, Richmond, Virginia, U.S.A.
23230
Taylor, Julian H. 6601 West Broad Street, Richmond, Virginia, U.S.A.
23230
Jones, D. Michael 6601 West Broad Street, Richmond, Virginia, U.S.A.
23230
Hammond, T.L. 2929 South Floyd Street, Louisville, Kentucky,
U.S.A. 40213
______________________________________________________________________________
If space is insufficient, attach an appendix in two (2) copies
The Company
Post occupied
Maryse Bertrand by signatory Incorporator
(signature)
______________________________________________________________________________
For departmental use only CA214REV.12-93)
Gouvernement
du Quebec
Depose le
31 MARS 1994
L'Inspecteur general des
Institutions financieres
Gouvernement du Quebec A-110220-J9401
L'Inspecteur general
des institutions financieres
Form 2
NOTICE OF ADDRESS OF HEAD OFFICE
The Companies Act, R.S.Q., c. C-38
Part 1A
1 Corporate name
SYSTEMES GRAPHIQUES SOUTHERN-CANADA, LTEE
SOUTHERN GRAPHIC SYSTEMS-CANADA, LTD.
2 Notice is hereby given that the address of the head office of the company,
within the limits of the judicial district indicated in the articles, is as
follows:
1420 Sherbrooke Street West, Suite 802
No Street name
Montreal
Municipality
Quebec H3G 1K9
Province Postal code
The Company
Post occupied
Maryse Bertrand by signatory Incorporator
(signature)
_______________________________________________________________________________
For departmental use only CA-212(REV.12-93)
Gouvernement
du Quebec
Depose le
31 MARS 1994
L'Inspecteur general des
Institutions financieres