Exhibit 3.1
(GRAPHIC) Industry Canada Industrie Canada
CERTIFICATE CERTIFICAT
OF CONTINUANCE DE PROROGATION
CANADA BUSINESS LOI CANADIENNE SUR
CORPORATIONS ACT LES SOCIETES PAR ACTIONS
COREL CORPORATION 434590-8
Name of corporation-Denomination Corporation number-Numero de la societe
de la societe
I hereby certify that the above-named Je certifie que la societe susmentionnee
corporation was continued under a ete prorogee en vertu de l'article 187
section 187 of the Canada Business de la Loi canadienne sur les societes
Corporations Act, as set out in the par actions, tel qu'il est indique dans
attached articles of continuance. les clauses de prorogation ci-jointes.
/s/ Richard G. Shaw January 27, 2006 / le 27 janvier 2006
- ------------------------------------- Date of Continuance - Date de la
Richard G. Shaw prorogation
Director - Directeur
CANADA (GRAPHIC)
(GRAPHIC) Industry Canada Industrie Canada
FORM 11 FORMULE 11
Canada Business Loi canadienne sur les ARTICLES OF CONTINUANCE CLAUSES DE PROROGATION
Corporations Act societes par actions (SECTION 187) (ARTICLE 187)
1 - Name of the Corporation Denomination sociale de la societe
COREL CORPORATION
2 - The province or territory in La province ou le territorie au Canada
Canada where the registered office is ou se situera le siege social
to be situated
PROVINCE OF ONTARIO
3 - The classes and the maximum Categories et le nombre maximal
number of shares that the corporation d'actions que la societe est autorisee a
is authorized to issue emettre
an unlimited number of Common Shares and an unlimited number of Preferred
Shares, issuable in series, the rights, privileges, restrictions and conditions
of which are set out on the attached Schedule A
4 - Restrictions, if any, on share Restrictions sur le transfert des
transfers actions, s'il y a lieu
See attached Schedule B
5 - Number (or minimum and maximum Nombre (ou nombre minimal et maximal)
number) of directors d'administrateurs
minimum number of one: maximum number
often
6 - Restrictions, if any, on business Limites imposees a I'activite
the corporation may carry on commerciale de la societe, s'il y a lieu
None
7 - (1) If change of name effected, (1) S'il y a changement de denomination
previous name sociale, indiquer la denomination
sociale anterieure
(2) Details of incorporation (2) Details de la constitution
Certificate and Articles of Amalgamation of Corel Corporation and 1679043
Ontario Limited under the Business Corporation Act (Ontario) dated December 1,
2005 to form Corel Corporation.
8 - Other provisions, if any Autres dispositions, s'il y a lieu
The directors may appoint one or more additional directors, who shall hold
office for a term expiring not later than the close of the next annual meeting
of the shareholders, but the total number of directors so appointed may not
exceed one third of the number of directors elected at the previous annual
meeting of shareholders.
Date Signature 7 - Capacity of - En qualite de
January 27, 2006 /s/ Darren Sukonick Assistant Secretary
----------------------------
For Departmental Use Only Printed Name - Non et lettres moulees
A I'usage du ministere seulement Darren Sukonick
Corporation No.
N(degrees) de la societe
IC 3247 (2001/11) DSG 03/2002
CANADA (GRAPHIC)
SCHEDULE A
1. PREFERRED SHARES
The Preferred Shares, as a class, shall be designated as Preferred Shares
and shall have attached thereto the following rights, privileges, restrictions
and conditions:
1.1 Directors' Right to Issue in One or More Series
The Preferred Shares may be issued at any time or from time to time in one
or more series. Before any shares of a series are issued, the board of directors
of the Corporation shall fix the number of shares that will form such series and
shall, subject to the limitations set out in the Articles, determine the
designation, rights, privileges, restrictions and conditions to be attached to
the Preferred Shares of such series, the whole subject to the filing with the
Director (as defined in the Canada Business Corporations Act (the "Act")) of
Articles of Amendment containing a description of such series including the
rights, privileges, restrictions and conditions determined by the board of
directors of the Corporation.
1.2 Ranking of the Preferred Shares
The Preferred Shares of each series shall rank on a parity with the
Preferred Shares of every other series with respect to dividends and return of
capital and shall be entitled to a preference over the Common Shares of the
Corporation and over any other shares ranking junior to the Preferred Shares
with respect to priority in payment of dividends and in the distribution of
assets in the event of the liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary, or any other distribution of the
assets of the Corporation among its shareholders for the purpose of winding up
its affairs. If any cumulative dividends, whether or not declared, or declared
non-cumulative dividends or amounts payable on return of capital are not paid in
full in respect of any series of the Preferred Shares, the Preferred Shares of
all series shall participate rateably in respect of such dividends in accordance
with the sums that would be payable on such shares if all such dividends were
declared and paid in full, and in respect of such return of capital in
accordance with the sums that would be payable on such return of capital if all
sums so payable were paid in full; provided, however, that if there are
insufficient assets to satisfy in full all such claims as aforesaid, the claims
of the holders of the Preferred Shares with respect to return of capital shall
be paid and satisfied first and any assets remaining thereafter shall be applied
towards the payment and satisfaction of claims in respect of dividends. The
Preferred Shares of any series may also be given such other preferences not
inconsistent with the rights, privileges, restrictions and conditions attached
to the Preferred Shares as a class over the Common Shares of the Corporation and
over any other shares ranking junior to the Preferred Shares as may be
determined in the case of such series of Preferred Shares.
1.3 Voting Rights
Except as hereinafter referred to or as required by law or unless provision
is made in the Articles relating to any series of Preferred Shares that such
series is entitled to vote, the holders of the Preferred Shares as a class shall
not be entitled as such to receive notice of, to attend or to vote at any
meeting of the shareholders of the Corporation.
1.4 Amendment With Approval of Holders of Preferred Shares
The rights, privileges, restrictions and conditions attached to the
Preferred Shares as a class may be added to, changed or removed but only with
the approval of the holders of the Preferred Shares given as hereinafter
specified.
1.5 Approval of Holders of the Preferred Shares
The approval of the holders of the Preferred Shares to add to, change or
remove any right, privilege, restriction or condition attaching to the Preferred
Shares as a class or in respect of any other matter requiring the consent of the
holders of the Preferred Shares may be 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 Preferred Shares or passed by the
affirmative vote of at least 2/3 of the votes cast at a meeting of the holders
of the Preferred 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 as in force at the time of the meeting. On
every poll taken at every meeting of the holders of the Preferred Shares as a
class, or at any joint meeting of the holders of two or more series of Preferred
Shares, each holder of Preferred Shares entitled to vote thereat shall have one
vote in respect of each $1.00 of the issue price of each Preferred Share held.
COMMON SHARES
The holders of the Common Shares shall be entitled to vote at all meetings
of shareholders of the Corporation except meetings at which only the holders of
the Preferred Shares as a
class or the holders of one or more series of the Preferred Shares are entitled
to vote, and shall be entitled to one vote at all such meetings in respect of
each Common Share held.
After payment to the holders of the Preferred Shares of the amount or
amounts to which they may be entitled, the holders of the Common Shares shall be
entitled to receive any dividend declared by the board of directors of the
Corporation and to receive the remaining property of the Corporation upon
dissolution.
SCHEDULE B
No shares of the Corporation may be transferred without either:
(a) the approval of the directors of the Corporation expressed by a resolution
passed at a meeting of the board of directors or by an instrument or
instruments in writing signed by a majority of the directors; or
(b) the approval of the holders of at least a majority of the shares of the
Corporation entitling the holders thereof to vote in all circumstances
(other than holders of shares who are entitled to vote separately as a
class) for the time being outstanding expressed by a resolution passed at a
meeting of the holders of such shares or by an instrument or instruments in
writing signed by the holders of a majority of such shares.