Exhibit 2
(INDUSTRY CANADA LOGO) Industrie Canada
CERTIFICATE OF AMENDMENT CERTIFICAT DE MODIFICATION
CANADA BUSINESS CORPORATIONS ACT LOI CANADIENNE SUR
LES SOCIETES PAR ACTIONS
CANWEST GLOBAL COMMUNICATIONS CORP. 273746-9
______________________________________________ ________________________________________
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
above-named corporation were amended: societe susmentionnee ont ete modifies:
a) under section 13 of the Canada Business [ ] a) en vertu de l'article 13 de la Loi
Corporations Act in accordance with the canadienne sur les societes par
attached notice; actions, conformement a l'avis
ci-joint;
b) under section 27 of the Canada Business [X] b) en vertu de l'article 27 de la Loi
Corporations Act as set out in the canadienne sur les societes par
attached articles of amendment actions, tel qu'il est indique dans
designating a series of shares; les clauses modificatrices
ci-jointes designant une serie
d'actions;
c) under section 179 of the Canada Business [ ] c) en vertu de l'article 179 de la Loi
Corporations Act as set out in the canadienne sur les societes par
attached articles of amendment; actions, tel qu'il est indique dans
les clauses modificatrices
ci-jointes;
d) under section 191 of the Canada Business [ ] d) en vertu de l'article 191 de la Loi
Corporations Act as set out in the canadienne sur les societes par
attached articles of reorganization; actions, tel qu'il est indique dans
les clauses de reorganisation
ci-jointes;
/s/ Illegible NOVEMBER 3, 2000 / LE 3 NOVEMBRE 2000
- ----------------------------------------
Director - Directeur Date of Amendment - Date de modification
(CANADA LOGO)
(INDUSTRY CANADA LOGO) Industrie Canada FORM 4 FORMULE 4
ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES
Canada Business Loi canadienne sur (SECTION 27 OR 177) (ARTICLES 27 OU 177)
Corporations Act les societes par actions
1 - Name of corporation - Denomination de la societe 2 - Corporation No. - No de la societe
CANWEST GLOBAL COMMUNICATIONS CORP. 2737469
3 - The articles of the above-named corporation are Les statuts de la societe mentionnee ci-dessus
amended as follows: sont modifies de la facon suivante:
See attached Schedule A
Date Signature Title-Titre
- ---- --------- -----------
November 2, 2000 /s/ Illegible Chief Financial Officer and
-------------------------- Vice-President, Finance
FOR DEPARTMENTAL USE ONLY - A L'USAGE DU
MINISTERE SEULEMENT
Filed - Deposee
November 3, 2000
(CANADA LOGO) IC 3089(2/96)
SCHEDULE A
ARTICLES OF AMENDMENT
CANWEST GLOBAL COMMUNICATIONS CORP.
3 - The Articles of the above named corporation are amended as follows:
To create the first series of Preference Shares which shall consist of an
unlimited number of shares designated as Series 1 Preference Shares and shall,
in addition to the rights, privileges, restrictions and conditions attaching to
the Preference Shares as a class, have the following rights, privileges,
restrictions and conditions attaching thereto:
SERIES 1 PREFERENCE SHARES
1. DEFINITIONS
Unless otherwise defined, capitalized terms in the Series 1 Preference Share
provisions shall have the meanings assigned to them in Schedule II of the
Corporation's Articles.
2. DIVIDENDS AND DISTRIBUTIONS
The holders of the Series 1 Preference Shares shall not be entitled to any
dividends or distributions from the Corporation, provided that if the Board of
Directors declares a stock dividend payable in a specified number of Multiple
Voting Shares, Non-Voting Shares or Subordinate Voting Shares, a stock dividend
of 0.15 Non-Voting Shares multiplied by that specific number, for each Series 1
Preference Share then outstanding shall be declared contemporaneously and paid
to the holders of Series 1 Preference Shares at the same time, provided that, in
the event the Corporation shall declare any dividend or make any distribution on
any of the shares of the Corporation, which would materially adversely affect
the rights of the holders of the Series 1 Preference Shares, then the Board of
Directors shall take such action as it may in its sole discretion, exercised in
good faith, determine to be fair and equitable in the circumstances to the
holders of the Series 1 Preference Shares.
3. VOTING RIGHT
(a) Right
The holders of Series 1 Preference Shares shall be entitled to receive
notice of and to attend all meetings of shareholders of the Corporation and
to vote thereat, except meetings at which only holders of a specified class
of shares or specified series of shares (other than Series 1 Preference
Shares) are entitled to vote. Subject to subsection 3(b), at all meetings
of which notice must be given to the holders of the Series 1 Preference
Shares, each holder of Series 1 Preference Shares shall be entitled to 19
votes in respect of each Series 1 Preference Share held by such holder,
provided that in no event shall the aggregate number of votes attached to
outstanding Series 1 Preference Shares entitle the holders of the Series 1
Preference Shares in aggregate to more than 33.33% (or such lesser or
greater percentage which is the maximum percentage of ownership by a
non-Canadian of a parent corporation whose subsidiary holds a broadcasting
licence in
Canada permitted, from time to time, by order pursuant to subsection 26(1)
of the Broadcasting Act) of all votes attached to the Voting Shares and the
number of votes that holders of Series 1 Preference Shares shall be
entitled to in respect of each Series 1 Preference Share held by such
holders shall be reduced accordingly on a pro rata basis.
(b) Election of Series 1 Preference Share Directors
If more than 1.35 million Series 1 Preference Shares are outstanding, for
purposes only of voting for the election of two (2) of the directors of the
Corporation, in lieu of the right to cast 19 votes per Series 1 Preference
Share, the holders of Series 1 Preference Shares shall be entitled to that
many votes per Series 1 Preference Share as would permit the Series 1
Preference Shareholders as a group to cast 50.0001 percent of the total
votes attributed to all shares of the Corporation. If more than 900,000
Series 1 Preference Shares are outstanding, for purposes only of voting for
the election of one (1) of the directors of the Corporation, in lieu of the
right to cast 19 votes per Series 1 Preference Share, the holders of Series
1 Preference Shares shall be entitled to that many votes per Series 1
Preference Share as would permit the Series 1 Preference Shareholders as a
group to cast 50.0001 percent of the total votes attributed to all voting
Shares of the Corporation. A director elected by the Series 1 Preference
Shareholders exercising their right to vote under this clause 3(b) is
herein a "Series 1 Preference Share Directors".
(c) Vacancy
Where there are two Series 1 Preference Share Directors, any vacancy
occurring among the Series 1 Preference Share Directors may be filled by
the remaining Series 1 Preference Share Director. If there is a vacancy
among the Series 1 Preference Share Directors and there is no remaining
Series 1 Preference Share Director, the vacancy or vacancies, as the case
may be, shall be filled by the Chairman after consultation with the holders
of the Series 1 Preference Shares.
(d) Termination of Right to Elect Series 1 Preference Share Director
Notwithstanding anything contained in the articles or by-laws of the
Corporation, upon any termination of the right of the holders of the Series
1 Preference Shares to additional votes attaching to the Series I
Preference Shares for purposes of voting for the election of Series 1
Preference Share Directors as provided in subparagraph 3(b), the term of
office of the Series 1 Preference Share Director shall terminate upon the
election of new directors at the next annual meeting of shareholders or at
a special meeting of shareholders which may be held for the purpose of
electing directors after such termination.
(e) Subdivision or Consolidation
None of the Multiple Voting Shares or the Subordinate Voting Shares will be
subdivided, consolidated, reclassified or otherwise changed unless
contemporaneously therewith the Series 1 Preference Shares are subdivided,
consolidated, reclassified or otherwise changed in the same proportion or
in the same manner.
4. LIQUIDATION, DISSOLUTION OR WINDING-UP
In the event of the liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, the holders of the Series 1 Preference Shares
shall not be entitled to share in any distribution of the property or assets of
the Corporation.
5. CONVERSION OF SERIES 1 PREFERENCE SHARES AT ANY TIME
(a) Conversion Right
A holder of Series 1 Preference Shares has the right, at the holder's
option, at any time to convert all or a part of such holder's Series 1
Preference Shares into (i) fully paid and non-assessable Subordinate Voting
Shares on the basis of .15 of a Subordinate Voting Share for each Series 1
Preference Share so converted, provided, at the time of such conversion,
the holder is a Canadian holder, or (ii) fully paid and non-assessable
Non-Voting Shares on the basis of .15 of a Non-Voting Share for each Series
1 Preference Share.
(b) Conversion Procedure
The conversion right provided for in subparagraph 5(a) of this paragraph
may be exercised by notice in writing given to the Corporation at its
registered office and to the transfer agent(s) from time to time for the
Multiple Voting Shares, the Subordinate Voting Shares and the Non-Voting
Shares (the "Transfer Agent"), accompanied by the certificate or
certificates representing the Series 1 Preference Shares in respect of
which the holder thereof desires to exercise such right of conversion. Such
notice must be signed by the holder or its duly authorized attorney and
must specify the number of Series 1 Preference Shares which the holder
desires to have converted. If less than all the Series 1 Preference Shares
represented by any certificate or certificates accompanying any such notice
are to be converted, the holder will be entitled to receive, at the expense
of the Corporation, a new certificate representing the Series 1 Preference
Shares comprised in the certificate or certificates surrendered as
aforesaid which are not to be converted. On any conversion of Series 1
Preference Shares, the share certificates representing the Subordinate
Voting Shares or Non-Voting Shares resulting therefrom will be issued in
the name of the holder of the Series 1 Preference Shares converted or,
subject to payment by the holder of any stock transfer or other applicable
taxes, in the name of such person as the holder may direct in writing,
provided that the case of a conversion into Subordinate Voting Shares such
person furnishes the Transfer Agent with a declaration referred to in
paragraph 7(a) of Schedule I of the Corporation's Articles. The right of a
holder of Series 1 Preference Shares to convert the same into Subordinate
Voting Shares or Non-Voting Shares will be deemed to have been exercised,
and the holder of Series 1 Preference Shares to be converted (or any person
in whose name such holder of Series 1 Preference Shares will have directed
certificates representing Subordinate Voting Shares or Non-Voting Shares to
be issued) will be deemed to have become a holder of Subordinate Voting
Shares or Non-Voting Shares, as the case may be, of record for all purposes
on the date of surrender of the certificate representing the Series 1
Preference Shares to be converted accompanied by notice in writing as
referred to above, notwithstanding any delay in the delivery of the
certificate representing the Subordinate Voting Shares of Non-Voting Shares
into which such Series 1 Preference
Shares have been converted provided, in the case of a conversion into
Subordinate Voting Shares, that the holder has delivered a declaration
referred to in paragraph 7(a) of Schedule I of the Corporation's Articles
if such declaration has been requested by the Corporation prior to the
issuance of the certificates evidencing the Subordinate Voting Shares.
6. DISSENT RIGHTS
The holders of Series 1 Preference Shares shall not be entitled to vote
separately as a class, and shall not be entitled to dissent, upon a proposal to
amend the articles of the Corporation to:
(i) increase any maximum number of authorized shares of a class or
series of a class having rights or privileges equal or superior
to the Series 1 Preference Shares; or
(ii) create a new class or series of a class of shares equal or
superior to the Series 1 Preference Shares.