Exhibit 1.1 i
[CANADA LETTERHEAD]
CERTIFICATE CERTIFICAT
OF AMENDMENT DE MODIFICATION
CANADA BUSINESS LOI CANADIENNE SUR
CORPORATIONS ACT LES SOCIETES PAR ACTIONS
HOLLINGER INC. 197578-1
Name of corporation-Denomination de la societe Corporation number-Numero de la societe
I hereby certify that the articles of the Je certifie que les statuts de la societe
above-named corporation were amended: susmentionnee ont ete modifies:
a) under section 13 of the Canada Business [ ] a) en vertu de I'article 13 de la Loi
Corporations Act in accordance with the canadienne sur les societes par actions,
attached notice; conformement a I'avis ci-joint;
b) under section 27 of die Canada Business [ ] b) en vertu de I'article 27 de la Loi canadienne
Corporations Act as set out in the attached sur les societes par actions, tel qu'il est
articles of amendment designating a series indique dans les clauses modificatrices
of shares; ci-jointes designant une serie d'actions;
c) under section 179 of the Canada Business [X] c) en vertu de I'article 179 de la Loi
Corporations Act as set out in the attached canadienne sur les societes par actions, tel
articles of amendment; qu'il est indique dans les clauses
modificatrices ci-jointes;
d) under section 191 of the Canada Business [ ] d) en vertu de I'article 191 de la Loi canadienne
Corporations Act as set out in the attached sur les societes par actions, tel qu'il est
articles of reorganization; indique dans les clauses de reorganisation
ci-jointes;
APRIL 22,2003 / LE 22 AVRIL 2003
Director - Directeur Date of Amendment - Date de modification
[CANADA LETTERHEAD]
FORM 4 FORMULE 4
ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES
(SECTION 27 OR 177) (ARTICLES 27 OU 177)
1 - Name of the Corporation 2 - Corporation No. - N' de la societe
- Denomination societe de la societe
HOLLINGER INC. 197578-1
3 - The articles of the above-named Les status de la societe mentionnec
corporation are amended as follows: ci-dessus sont modifies de la facon
suivante:
The new series of Preference Shares of the Corporation shall consist of an
unlimited number of Preference Shares designated as Retractable Non-Voting
Preference Shares Series IV, having the rights, privileges, restrictions and
conditions set forth in annexed Schedule A.
Date Signature 4- Capacity of - En qualite de
April 22,2003 /s/ Charles G. Cowan Vice-President and Secretary
For Departmental Printed Name -
Use Only
Charles G. Cowan
SCHEDULE A
NUMBER AND DESIGNATION OF
AND RIGHTS, PRIVILEGES, RESTRICTIONS
AND CONDITIONS ATTACHING TO
THE SERIES IV PREFERENCE SHARES
The series of Preference Shares of the Corporation shall
consist of an unlimited number of Preference Shares which shall be designated as
Retractable Non-Voting Preference Shares Series IV (hereinafter referred to as
the "Series IV Preference Shares") and which, in addition to the rights,
privileges, restrictions and conditions attached to the Preference Shares as a
class, shall have attached thereto the following rights, privileges,
restrictions and conditions:
1. INTERPRETATION
1.1. DEFINITIONS
For the purpose hereof:
(a) "Act" means the Canada Business Corporations Act, as amended,
re-enacted or replaced from time to time;
(b) "Benchmark Price" on any Retraction Date means an amount
equal to $10 multiplied by the quotient obtained when (i) the
simple average of the End-of-Day Price for each of the 20
business days preceding that Retraction Date of the Two Series
of Government of Canada Bonds is divided by (ii) the simple
average of the End-of-Day Price for each of the 20 business
days preceding April 30, 2003 of the Two Series of Government
of Canada Bonds;
(c) "Board" means the board of directors of the Corporation or the
Executive Committee thereof;
(d) "Business Day" means a day other than Saturday, Sunday or any
other day that is treated as a statutory holiday in the
jurisdiction in which the Corporation's registered office is
located;
(e) "End-of-Day Price" means the bid-side price for each of the
Two Series of Government of Canada Bonds as published in the
National Post; provided that in the event that the National
Post newspaper fails 10 provide a published quote for a bond
on a date during the relevant 20 business day period, then the
bid-side price for such bond on such day shall be obtained
from a major Canadian investment dealer chosen by the
Corporation;
(f) "junior share" means a share of the Corporation ranking junior
to the Series IV Preference Shares with respect to the payment
of dividends or the distribution of
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assets in the event of the liquidation, dissolution or
winding-up of the Corporation, whether voluntary or
involuntary, or in the event of any other distribution of
assets of the Corporation among its shareholders for the
purpose of winding up its affairs;
(g) "Mandatory Redemption Date" has the meaning set out in section
3.2;
(h) "Optional Redemption Date" has the meaning set out in section
3.1;
(i) "ranking as to capital" means ranking with respect to the
distribution of assets in the event of a liquidation,
dissolution or winding-up of the Corporation, whether
voluntary or involuntary, or in the event of any other
distribution of assets of the Corporation among its
shareholders for the purpose of winding up its affairs;
(j) "Retraction Date" means any Business Day on which the
documents specified in section 4.1 are duly tendered by a
holder of Series IV Preference Shares in respect of the
exercise of his at her retraction right pursuant to Article 4;
(k) "Retraction Notice" has the meaning set out in section 4.1;
and
(1) "Retraction Price" of the Series IV Preference Shares means:
(i) on or before April 30, 2007, 95% of the Benchmark
Price on the Retraction Date plus any accrued and
unpaid dividends on the Series IV Preference Shares
up to and including the Retraction Date;
(ii) after April 30, 2007, $9.50 plus accrued and unpaid
dividends on the Series IV Preference Shares up to
and including the Retraction Date; and
(m) "Two Series of Government of Canada Bonds" means the 6% series
of Government of Canada bonds due on June I, 2008 and the 10%
series of Government of Canada bonds due on June 1, 2008.
1.2. DATES
In the event that any date on which any dividend on the Series
IV Preference Shares is payable by the Corporation, or on or by which any other
action is required to be taken by the Corporation or the holders of Series IV
Preference Shares hereunder, is not a Business Day, then such dividend shall be
payable, or such other action shall be required to be taken, on or by the next
succeeding date that is a Business Day.
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1.3. CURRENCY
All cash amounts paid by the Corporation in respect of the
Series IV Preference Shares shall be made in Canadian dollars and all references
herein to monetary amounts shall be construed accordingly.
2. DIVIDENDS
2.1. PAYMENT OF DIVIDENDS
The holders of the Series IV Preference Shares shall be
entitled to receive, and the Corporation shall pay thereon, as and when declared
by the Board, subject to the insolvency provisions of applicable law, an annual
cumulative preferential cash dividend in lawful money of Canada of $0.80 per
share payable quarterly in four equal amounts of $0.20 on each third month
anniversary of May 6, 2003 commencing with a dividend of $0.20 per share payable
on August 6, 2003.
2.2. METHOD OF PAYMENT
(a) Cheques payable in lawful money of Canada at any branch in
Canada of the Corporation's bankers shall be issued in respect
of any cash dividends or distributions on the Series IV
Preference Shares (less any tax required to be withheld by the
Corporation). The mailing, by prepaid first class mail, of
such a cheque to a holder of Series IV Preference Shares,
shall be deemed to be payment of the dividends represented
thereby unless the cheque is not paid upon presentation.
Dividends which are represented by a cheque which has not been
presented to the Corporation's bankers for payment or that
otherwise remain unclaimed for a period of six years from the
date on which they were declared to be payable shall be
forfeited to the Corporation.
(b) Notwithstanding anything to the contrary herein the
Corporation shall pay to any shareholder whose latest address
as shown on the books of the Corporation is not in Canada all
dividends in United States dollars unless any such shareholder
requests payment in Canadian dollars. Any such payment in
United States dollars shall be in an amount equivalent to the
amount otherwise payable in Canadian dollars converted to
United States dollars at the Bank of Canada noon rate of
exchange on the applicable dividend record date.
2.3. PARTIAL PAYMENT
If on any payment date for any dividends or distributions
declared on the Series IV Preference Shares under section 2.1 hereof the
dividends or distributions are not paid in full on all of the Series IV
Preference Shares then outstanding, any such dividends or distributions that
remain unpaid shall be paid on a subsequent date or dates determined by the
Board on which the
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Corporation shall have sufficient money or other assets properly applicable to
the payment of such dividends or distributions.
3. REDEMPTION
3.1. OPTIONAL REDEMPTION AFTER APRIL 30, 2006
After April 30, 2006, subject to the provisions of the Act,
this Article 3 and to the rights, privileges, restrictions and conditions
attaching to any shares of the Corporation ranking prior to the Series IV
Preference Shares, the Corporation may, upon giving notice as hereinafter
provided, redeem all or any part of the then outstanding Series IV Preference
Shares on payment for each share to be redeemed of $10.00 together with an
amount equal to all dividends accrued and unpaid thereon up to and including the
redemption date (the "Optional Redemption Date") (the whole of such payment
constituting and being herein referred to as the "Redemption Price"). In the
case of a redemption of less than all of the Series IV Preference Shares
pursuant to this section 3.1 the Corporation shall redeem as nearly as
practicable the same portion of Series IV Preference Shares held by each holder.
In case of a redemption of Series IV Preference Shares
pursuant to this section 3.1, at least three Business Days prior to the Optional
Redemption Date the Corporation shall issue a press release and not less than 30
days and not more than 60 days prior to the Optional Redemption Date, the
Corporation shall send by prepaid first class mail or deliver a notice in
writing to each person who at the date of mailing or delivery is a holder of
Series IV Preference Shares each of which shall state that the Corporation
intends to redeem Series IV Preference Shares pursuant to this section 3,1 and
set out the Redemption Price and Optional Redemption Date. Such notice shall be
mailed or delivered to each holder of Series IV Preference Shares to be redeemed
at the last address of such holder as it appears on the securities register of
the Corporation, or in the event of the address of any such holder not so
appearing, then to the last address of such holder known to the Corporation.
Accidental failure or omission to give such notice to one or more holders shall
not affect the validity of such redemption, but if such failure or omission is
discovered notice as aforesaid shall be given forthwith to such holder or
holders and shall have the same force and effect as if given in due time. The
press release shall also set out the portion of Series TV Preference Shares to
be redeemed and the notice shall also set out the number of Series IV
Preference Shares held by the person to whom it is addressed which are to be
redeemed and the place or places in Canada at which holders of Series IV
Preference Shares may present and surrender the certificate or certificates
representing such shares for redemption.
In case of redemption of Series IV Preference Shares pursuant
to this section 3.1 the Corporation shall pay or cause to be paid to or to the
order of the holders of the Series IV Preference Shares to be redeemed the
Redemption Price of such shares on presentation and surrender, at the registered
office of the Corporation or any other place or places in Canada specified in
the notice of redemption, of the certificate or certificates representing the
Series IV Preference Shares called for redemption. Payment in respect of Series
IV Preference Shares
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being redeemed shall be made by cheque payable to the respective holders thereof
in lawful money of Canada at any branch in Canada of the Corporation's bankers.
If a part only of the Series IV Preference Shares represented by any certificate
shall be redeemed, a new certificate representing the balance of such shares
shall be issued to the holder thereof at the expense of the Corporation upon
presentation and surrender of the first mentioned certificate.
The Corporation shall have the right, at any time after the
mailing or delivery of notice of its intention to redeem Series IV Preference
Shares, to deposit the Redemption Price of the Series IV Preference Shares so
called for redemption, or of such of the Series IV Preference Shares which are
represented by certificates which have not, at the date of such deposit, been
surrendered by the holders thereof in connection with such redemption, in a
separate account in any chartered bank or trust company in Canada named in the
redemption notice or in a subsequent notice in writing to the holders of the
Series IV Preference Shares in respect of which the deposit is made, to be paid
without interest to or to the order of the respective holders of the Series IV
Preference Shares called for redemption upon presentation and surrender to such
bank or trust company of the certificates representing such shares. Upon such
deposit being made or upon the Optional Redemption Date, whichever is the later,
the Series IV Preference Shares in respect of which such deposit shall have been
made shall be deemed to be redeemed and the rights of the holders thereof shall
be limited to receiving, without interest, the Redemption Price of their
respective Series IV Preference Shares being redeemed upon presentation and
surrender of the certificate or certificates representing such shares. Any
interest allowed on any such deposit shall belong to the Corporation.
3.2. MANDATORY REDEMPTION ON APRIL 30, 2008
On April 30, 2008 (the "Mandatory Redemption Date"), subject
to the provisions of the Act, this Article 3 and to the rights, privileges,
restrictions and conditions attaching to any shares of the Corporation ranking
prior to the Series IV Preference Shares, the Corporation shall redeem all of
the then outstanding Series IV Preference Shares on payment for each share to be
redeemed of $10.00 together with an amount equal to all dividends accrued and
unpaid thereon up to and including the Mandatory Redemption Date (the whole of
such payment constituting and being herein referred to as the "Redemption
Price").
In case of a redemption of Series IV Preference Shares
pursuant to this section 3.2, on or before the Mandatory Redemption Date the
Corporation shall not less than 30 days and not more than 60 days prior to the
Mandatory Redemption Date send by prepaid first class mail or deliver a, notice
to each person who at the date of mailing or delivery is a holder of Series IV
Preference Shares each of which shall state that the Corporation shall redeem
Series IV Preference Shares pursuant to this section 3.2 and set out the
Redemption Price and Mandatory Redemption Date. Such notice shall be mailed or
delivered to each holder of Series IV Preference Shares to be redeemed at the
last address of such holder as it appears on the securities register of the
Corporation, or in the event of the address of any such holder not so appearing,
then to the last address of such holder known to the Corporation. Accidental
failure or omission to give such notice to one or more holders shall not affect
the validity of such redemption, but if
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such failure or omission is discovered notice as aforesaid shall be given
forthwith to such holder or holders and shall have the same force and effect as
if given in due time. The notice shall set out the place or places in Canada at
which holders of Series IV Preference Shares must present and surrender the
certificate or certificates representing such shares for redemption.
In case of a redemption of Series IV Preference Shares
pursuant to this section 3.2, the Corporation shall pay or cause to be paid to
or to the order of the holders of the Series IV Preference Shares to be redeemed
the Redemption Price of such shares on presentation and surrender, at the
registered office of the Corporation or any other place or places in Canada
specified in the notice of redemption, of the certificate or certificates
representing the Series IV Preference Shares called for redemption. Payment in
respect of Series IV Preference Shares being redeemed shall be made by cheque
payable to the respective holders thereof in lawful money of Canada at any
branch in Canada of the Corporation's bankers,
The Corporation shall have the right to deposit the Redemption
Price of the Series IV Preference Shares so called for redemption, or of such of
the Series IV Preference Shares which are represented by certificates which have
not, at the date of such deposit, been surrendered by the holders thereof in
connection with such redemption, in a separate account in any chartered bank or
trust company in Canada named in the redemption notice or in a subsequent notice
in writing to the holders of the Series IV Preference Shares in respect of which
the deposit is made, to be paid without interest to or to the order of the
respective holders of the Series IV Preference Shares called for redemption upon
presentation and surrender to such bank or trust company of the certificates
representing such shares. Upon such deposit being made or upon the Mandatory
Redemption Date, whichever is the later, the Series IV Preference Shares in
respect of which such deposit shall have been made shall be deemed to be
redeemed and the rights of the holders thereof shall be limited to receiving,
without interest, the Redemption Price of their respective Series IV Preference
Shares being redeemed upon presentation and surrender of the certificate or
certificates representing such shares. Any interest allowed on any such deposit
shall belong to the Corporation.
3.3. CESSATION OF RIGHTS
Series IV Preference Shares redeemed pursuant to this Article
3 shall cease to be entitled to dividends or any other participation in any
distribution of the assets of the Corporation and the holders thereof shall not
be entitled to exercise any of their other rights as shareholders in respect
thereof unless the payment to be made on redemption shall not be made as
required in which case the rights of the holders shall remain unaffected.
Redemption moneys which are represented by a cheque which has not been presented
to the Corporation's bankers for payment or that otherwise remain unclaimed
(including moneys held on deposit in a separate account as provided for above)
for a period of six years from the date specified for redemption shall be
forfeited to the Corporation.
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4. RETRACTION BIGHTS
4.1. RIGHT OF RETRACTION
At any time, a holder of Series IV Preference Shares shall be
entitled, subject to the provisions of the Act and in the manner hereinafter
provided, to require the Corporation to redeem all or any of the Series IV
Preference Shares registered in the name of such holder on payment for each
share to be redeemed of the Retraction Price.
The Corporation shall pay or cause to be paid to or to the
order of the holders of the Series IV Preference Shares to be redeemed the
Retraction Price of such shares on presentation and surrender, at the registered
office of the Corporation or any other place or places in Canada specified in
the notice of redemption, of the certificate or certificates representing the
Series IV Preference Shares called for redemption. Payment in respect of Series
IV Preference Shares being redeemed shall be made by cheque payable to the
respective holders thereof in lawful money of Canada at any branch in Canada of
the Corporation's bankers. If a part only of the Series IV Preference Shares
represented by any certificate shall be redeemed, a new certificate representing
the balance of such shares shall be issued to the holder thereof at the expense
of the Corporation upon presentation and surrender of the first mentioned
certificate.
Series IV Preference Shares may be retracted only by the
registered holder thereof presenting and surrendering to the Corporation, at any
place where the Series IV Preference Shares may be transferred or at such other
place or places as shall be specified in writing by the Corporation to the
holders of the Series IV Preference Shares from time to time, the share
certificate or certificates representing the Series IV Preference Shares to be
redeemed, duly completed and endorsed in the manner prescribed thereon, together
with a request in writing in such form as may be acceptable to the Corporation
(in this section 4,1, the "Retraction Notice") from such holder specifying the
number of Series IV Preference Shares to be redeemed by the Corporation.
4.2. ELECTION IRREVOCABLE
Subject to paragraph 4.4 hereof, the election by a registered
holder of Series IV Preference Shares to surrender any Series IV Preference
Shares for retraction shall be irrevocable upon receipt by the Corporation at
its registered office of the Retraction Notice and the certificate or
certificates representing the Series IV Preference Shares to be redeemed;
provided that the Corporation may, in its unfettered discretion, permit
withdrawal of any such, election at any time prior to payment for the Series IV
Preference Shares to be redeemed.
4.3. RETRACTION LIMITATION
(a) If the redemption by the Corporation of all Series IV
Preference Shares surrendered for retraction on a Retraction
Date would be contrary to applicable law, the Corporation
shall redeem only the maximum number of Series IV Preference
Shares which it is then permitted to redeem selected pro rata
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(disregarding fractions of shares) from the Series IV
Preference Shares surrendered for retraction according to the
number of Series IV Preference Shares surrendered for
retraction by each holder thereof. Thereupon, each such holder
shall be entitled, by notice to the Corporation to withdraw
all or part only of the Series IV Preference Shares
surrendered by such holder for retraction on such Retraction
Date which have not been redeemed by the Corporation and the
Corporation shall, at its expense, issue and deliver to each
holder who exercises such right of withdrawal a new share
certificate representing the Series IV Preference Shares so
withdrawn. Thereafter, the Corporation shall redeem on a date
or dates determined by The Board on which the Corporation
shall have sufficient assets to permit such redemption, the
maximum number of Series IV Preference Shares as have been
surrendered for retraction and not withdrawn or redeemed which
the Corporation determines it is then permitted to redeem,
selected pro rata (disregarding fractions of shares) from such
Series IV Preference Shares according to the number of such
Series IV Preference Shares then held by each holder thereof
and so on until all such Series IV Preference Shares have been
redeemed.
(b) If the Board has acted in good faith in making any of the
determinations referred to in paragraph 4.3(a) hereof, the
Board and the Corporation shall have no liability if such
determination proves to be inaccurate.
(c) If the Corporation does not redeem all Series IV Preference
Shares surrendered for retraction on a Retraction Date the
Corporation shall forthwith after such date notify each holder
whose Series IV Preference Shares have not been redeemed on
such date of such holder's right to withdraw the Series IV
Preference Shares surrendered and not redeemed by the
Corporation,
4.4. CESSATION OF RIGHTS
Series IV Preference Shares redeemed pursuant to this Article
4 shall cease to be entitled to dividends or any other participation in any
distribution of the assets of the Corporation and the holders thereof shall not
be entitled to exercise any of their other rights as shareholders in respect
thereof unless the payment to be made on redemption shall not be made as
required in which case the rights of the holders shall remain unaffected.
Redemption moneys which are represented by a cheque which has not been presented
to the Corporation's bankers for payment or that otherwise remain unclaimed
(including moneys held on deposit in a separate account as provided for above)
for a period of six years from the date specified for redemption shall be
forfeited to the Corporation.
5. VOTING RIGHTS
5.1. Except as herein referred to or as required by law, the
holders of the Series IV Preference Shares as a series shall not be entitled as
such to receive notice of, to attend or to vote at
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any meeting of the shareholders of the Corporation unless and until the
Corporation at any time or from time to time has failed to pay in full eight
dividends payable on the dividend payment dates on the Series IV Preference
shares as contemplated by Article 2, whether or not such eight dividend payment
dates are consecutive and whether or not such dividends have been declared and
whether or not there are any monies of the Corporation properly applicable to
the payment of dividends. Thereafter, but only so long as any dividends on the
Series IV Preference Shares remain in arrears, the holders of the Series IV
Preference Shares shall be entitled to receive notice of, to attend and to vote
at all meetings of shareholders of the corporation, other than any meetings of
the holders of any other class or series of shares of the Corporation held
separately as a class or series, on the basis of one vote for each Series IV
Preference Share held for the election of two directors to the board of
directors of the Corporation in conjunction with the holders of any other series
of preference shares which have a similar right.
6. PURCHASE FOR CANCELLATION
Subject to the provisions of Article 7 and to the rights,
privileges, restrictions and conditions attaching to any shares of the
Corporation ranking prior to the Series IV Preference Shares, the Corporation
may purchase for cancellation at any time all or from time to time any part of
the outstanding Series IV Preference Shares in the open market (including,
without limitation, purchase through or from an investment dealer or firm
holding membership or trading privileges on a stock exchange or which the Series
IV Preference Shares are listed for trading) by invitation for tenders addressed
to all the holders of Series IV Preference Shares then outstanding or by private
agreement. If, in response to an invitation for tenders under the provisions of
this Article 6, more Series IV Preference Shares are tendered at a price or
prices acceptable to the Corporation than the Corporation is prepared to
purchase, then the Series IV Preference Shares to be purchased by the
Corporation shall be purchased as nearly as may be pro rata according to the
number of shares tendered by each holder who submits a tender to the
Corporation, provided that when shares are tendered at different prices, the pro
rating shall be effected only with respect to the shares tendered at the price
at which more shares were tendered than the Corporation is prepared to purchase
after the Corporation has purchased all the shares tendered at lower prices.
7. RESTRICTIONS ON DIVIDENDS AND RETIREMENT OF SHARES
7.1. So long as any of The Series IV Preference Shares are
outstanding, the Corporation shall not, without the approval of the holders of
the Series IV Preference Shares given a$ hereinafter specified;
7.1.1. declare, pay or set apart for payment any dividends on any
junior shares (other than dividends payable in shares of the
Corporation ranking as to capital and dividends junior to the Series IV
Preference Shares);
7.1.2. call for redemption, redeem, purchase or otherwise pay off or
retire for value, or make any capital distributions in respect of, any
junior shares except in connection with the
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retirement thereof pursuant to a retraction privilege attaching thereto
or a redemption right exercisable upon a retraction;
7.1.13. except in connection with the redemption of Series IV
Preference Shares pursuant to Articles 3 or 4, call for redemption,
redeem, purchase or otherwise pay off or retire for value, or make any
capital distribution in respect of, less than all of the Series IV
Preference Shares;
7.1.4. call for redemption, redeem, purchase or otherwise pay off or
retire for value, or make any capital distribution in respect of, any
shares ranking as to capital or dividends on a parity with the Series
IV Preference Shares except in connection with the retirement thereof
pursuant to a retraction privilege attaching thereto or a redemption
right exercisable upon a retraction; or
7.1.5. issue any shares ranking as to capital or dividends prior to
or on a parity with the Series IV Preference Shares;
unless, in each such case, (i) all dividends on the Series IV Preference Shares
then outstanding and on all other shares of the Corporation ranking as to
dividends prior to or on a parity with the Series IV Preference Shares which
have accrued up to and including the dividends payable on the immediately
preceding respective date or dates for the payment of dividends thereon shall
have been declared and paid or set apart for payment, (ii) the Corporation shall
have redeemed all of the Series IV Preference Shares tendered for redemption
pursuant to Article 4, and (IV) the Corporation is not otherwise in default
under the rights, privileges, restrictions and conditions attached to the Series
IV Preference Shares or any other shares of the Corporation ranking as to
dividends or as to capital prior to or on a parity with the Series IV Preference
Shares.
8. LIQUIDATION, DISSOLUTION OR WINDING-UP
8.1. In the event of the liquidation, dissolution or winding-up of
the Corporation, whether voluntary or involuntary, or in the event of any other
distribution of assets of the Corporation among its shareholders for the purpose
of winding up its affairs, the holders of the Series IV Preference Shares shall
be entitled to receive from the assets of the Corporation a sum equal to $10.00
for each Series IV Preference Share held by them respectively, plus an amount
equal to all dividends accrued and unpaid thereon up to the date of payment.
8.2. The whole of such amounts shall be paid before any amount
shall be paid by the Corporation or any assets of the Corporation shall be
distributed to holders of shares of any class of the Corporation ranking as to
capital junior to the Series IV Preference Shares. After payment to the holders
of the Series IV Preference Shares of the amounts so payable to them, they shall
not be entitled to share in any further distribution of the assets of the
Corporation.
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9. AMENDMENT
9.1. The rights, privileges, restrictions and conditions attached
to the Series IV Preference Shares may be added to, changed or removed by
Articles of Amendment, but only with the approval of the holders of the Series
IV Preference Shares given as hereinafter specified in addition to any vote or
authorization required by law.
10. APPROVAL OF HOLDERS OF THE SERIES IV PREFERENCE SHARES
10.1. The approval of the holders of the Series IV Preference Shares
to add to, change or remove any right, privilege, restriction or condition
attaching to the Series IV Preference Shares as a series or in respect of any
other matter requiring the consent of the holders of the Series IV Preference
Shares may he given in such manner as may then be required by law, subject to a
minimum requirement that such approval be given by resolution signed by all the
holders of the Series IV Preference Shares or passed by the affirmative vote of
at least 2/3 of me votes cast at a meeting of the holders of the Series IV
Preference Shares duly called for that purpose.
The formalities to be observed with respect to the giving of
notice of any such meeting or any adjourned meeting, the quorum required
therefor and the conduct thereof shall be those from time to time prescribed by
the by-laws of the Corporation with respect to meetings of shareholders or if
not so prescribed, as required by the Act in force at the time of the meeting or
as otherwise required by law. On every poll taken at every meeting of holders of
Series IV Preference Shares as a series, each holder of Series IV Preference
Shares entitled to vote thereat shall have one vote in respect of each Series IV
Preference Share held.