Exhibit 3.1
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Industry Canada Industrie Canada
RESTATED CERTIFICATE CERTIFICAT
OF INCORPORATION DE CONSTITUTION A JOUR
CANADA BUSINESS LOI CANADIENNE SUR
CORPORATIONS ACT LES SOCICTES PAR ACTIONS
GEAC COMPUTER CORPORATION LIMITED 281794-2
- --------------------------------------- -----------------------------------
Name of corporation-Denomination de la Corporation number-Numero de la
societe societe
I hereby certify that the articles of Je certifie que les statuts
the above-named corporation were constitutifs de la societe
restated under section 180 of the Canada susmentionnee ont ete mis a jour
Business Corporations Act as set out envertu de l'article 180 de la Loi
in the attached restated articles of canadienne surles societes par
incorporation. actions, tel qu'il est indiquedans
les statuts mis a jour ci-joints.
OCTOBER 5,200O / le 5 OCTOBRE 2000
/s/ ILLEGIBLE SIGNATURE
- --------------------------------- Effective Date of Restatement
- -Director - Directeur Date d'entree en vigueur de la mise a jour
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<Table>
<Caption>
Consumer and Consommation et FORM 7 FORMULE 7
Corporate Affairs Canada Affaires commerciales Canada RESTATED ARTICLES OF STATUTS CONSTITUTIFS
INCORPORATION MIS A JOUR
(SECTION 180) (ARTICLE 180)
Canada Business Loi regissant les societes
Corporations Act par actions de regime federal
</Table>
<Table>
<Caption>
1 - Name of corporation - Denomination de la societe Corporation No. - N de la societe
281794-2
GEAC COMPUTER CORPORATION LIMITED
2 - The place in Canada where the registered office is situated Lieu au Canada ou est situe le siege social
City of Toronto, Province of Ontario
3 - The classes and any maximum number of shares that the Categories et tout nombre maximal d'actions que
corporation is authorized to issue la societe est autorisee a emettre
The annexed Schedule 1 is incorporated in this form.
4 - Restrictions, if any, on share transfers Restrictions sur le transfert des actions, s'il
y a lieu
There are no restrictions on the transfer of shares of the Corporation.
5 - Number (or minimum and maximum number) of directors Nombre (ou nombre minimal et maximal)
d'administrateurs
Minimum of 3 - Maximum of 15
6 - Restrictions, if any, on business the corporation may carry on Limites imposees a l'activite commerciale de
la soceite, s'il y a lieu
There are no restrictions on the business the Corporation may carry on.
7 - Other provisions, if any Autres dispositions, s'il y a lieu
The annexed Schedule 2 is incorporated in this form.
The foregoing restated articles of incorporation correctly set Cette mise a jour des statuts constitutifs demontre exactement,
out, without substantive change, the corresponding provisions sans changement substantiel, les dispositions correspondantes
of the articles of incorporation as amended and supersede the des statuts constitutifs modifies qui remplacent les statuts
original articles of incorporation constitutifs originaux.
FOR DEPARTMENTAL USE ONLY -
Signature Date A L'USAGE DU MINISTERE SEULEMENT
/s/ ILLEGIBLE SIGNATURE D-J M Y-A Filed - Deposee
26 / 09 / 00
Title - Titre
VP & Corporate Secretary
</Table>
SCHEDULE 1
RESTATED ARTICLES OF INCORPORATION OF
GEAC COMPUTER CORPORATION LIMITED
(THE "CORPORATION")
3 - The classes and any maximum number of shares that the Corporation is
authorized to issue -
3.I The Corporation is authorized to issue:
(a) an unlimited number of shares without nominal or par value of
a class designated as preference shares issuable in series
(hereinafter called the "preference shares"); and
(b) an unlimited number of shares without nominal or par value of
a class designated as Common Shares (hereinafter called the
"Common Shares").
3.II The rights, privileges, restrictions and conditions attaching to the
preference shares without nominal or par value of the Corporation are as
follows:
(a) the preference shares may from time to time be issued in one
or more series and subject to the following provisions, and
subject to the sending of articles of amendment in prescribed
form, and the issuance of a certificate of amendment in
respect thereof, the directors may fix from time to time
before such issue the number of shares which is to comprise
each series and the designation, rights, privileges,
restrictions and conditions attaching to each series of
preference shares including, without limiting the generality
of the foregoing, the rate or amount of dividends or the
method of calculating dividends, the dates of payment thereof,
the redemption, purchase and/or conversion, and any sinking
fund or other provisions;
(b) the preference shares of each series shall, with respect to
the payment of dividends and the distribution of assets or
return of capital in the event of liquidation, dissolution or
winding-up of the Corporation, whether voluntary or
involuntary, or any other return of capital or distribution of
assets of the Corporation among its shareholders for the
purpose of winding-up its affairs, rank on a parity with the
preference shares of every other series and be entitled to
preference over the Common Shares and over any other shares of
the Corporation ranking junior to the preference shares of any
series and may also be given such other preferences, not
inconsistent with these articles, over the Common Shares and
any other shares of the Corporation ranking junior to such
preference shares as may be fixed in accordance with clause
3.II(a);
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(c) if any cumulative dividends or amounts payable on the return
of capital in respect of a series of the preference shares are
not paid in full, the shares of all series of the preference
shares shall participate rateably in respect of accumulated
dividends and return of capital;
(d) the preference shares of any series may be made convertible
into Common Shares; and
(e) unless the directors otherwise determine in the articles of
amendment designating a series, the holders of shares of a
series of the preference shares shall not be entitled to vote
at meetings of shareholders.
3.III The rights, privileges, restrictions and conditions attaching to the
first series of the preference shares without nominal or par value of the
Corporation (hereinafter called the "Series 1 Preference Shares") are as
follows:
1. Dividends
(a) The holders of the Series 1 Preference Shares, in priority to
the Common Shares and all other shares ranking junior to the
preference shares without par value, shall be entitled to
receive and the Corporation shall pay thereon, as and when
declared by the board of directors of the Corporation out of
the assets of the Corporation properly applicable to the
payment of dividends, non-cumulative cash dividends at the
rate of $0.45 per share, per quarter, payable on the first
days of January, April, July and October in each year. Cheques
of the Corporation payable at par at any branch of the
Corporation's bankers in Canada shall be issued in respect of
such dividends and payment thereof shall satisfy such
dividends. The board of directors shall be entitled from time
to time to declare part of the said dividends for any quarter
notwithstanding that such dividends for such quarter shall not
be declared in full. If within four months after the
expiration of the payment date for any such dividend the board
of directors in its discretion shall not have declared the
said dividends or any part thereof on the Series 1 Preference
Shares for such quarter, then the rights of the holders of the
Series 1 Preference Shares to such dividends or to any
undeclared part thereof for such quarter shall be forever
extinguished. The holders of the Series 1 Preference Shares
shall not be entitled to any dividends other than or in excess
of the dividends hereinbefore provided for; and
(b) Subject to the rights, privileges, restrictions and conditions
attaching generally to the preference shares without par
value, except with the consent in writing of the holders of
all of the Series 1 Preference Shares outstanding, no dividend
shall at any time be declared and paid on or declared and set
apart for payment on the Common Shares or on any other shares
of the Corporation ranking junior to the Series 1 Preference
Shares for any quarter unless the non-cumulative cash
dividends on the Series 1 Preference Shares then issued and
outstanding in respect of such quarter shall have been
declared and paid or set apart for payment in full
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at the date of such declaration and payment or setting apart
of dividends on the Common Shares or on any other shares
ranking junior to the Series 1 Preference Shares.
2. Liquidation, Dissolution or Winding-Up
Subject to the rights, privileges, restrictions and conditions
attaching generally to the preference shares without par value, in the
event of the liquidation, dissolution or winding-up of the Corporation
or other distribution of assets of the Corporation among shareholders
for the purpose of winding-up its affairs, the holders of the Series 1
Preference Shares shall be entitled to receive from the assets of the
Corporation a sum equivalent to the aggregate Series 1 Redemption
Amount (as hereinafter defined) of all of the Series 1 Preference
Shares held by them respectively before any amount shall be paid or any
assets of the Corporation distributed to the holders of Common Shares
or shares of any other class ranking junior to the Series 1 Preference
Shares. After payment to the holders of the Series 1 Preference Shares
of the amount so payable to them as above provided they shall not be
entitled to share in any further distribution of the assets of the
Corporation.
3. Redemption
(a) The Corporation may, subject to the requirements of the Canada
Business Corporations Act and the provisions of this Section
and Section 4 hereof, upon giving notice as hereinafter
provided, redeem at any time after October 9, 1991 the whole
or from time to time any part of the then outstanding Series 1
Preference Shares on payment of an amount for each share to be
redeemed equal to $19.20 plus all declared and unpaid
non-cumulative cash dividends thereon, the whole constituting
and being herein referred to as the "Series 1 Redemption
Amount";
(b) In the case of redemption of Series 1 Preference Shares under
the provisions of Subsection 3(a) hereof, the Corporation
shall, unless waived in writing by the holders of all of the
Series 1 Preference Shares, at least 20 days before the date
specified for redemption deliver or mail to each person, who
at the date of mailing is a registered holder of Series 1
Preference Shares to be redeemed, a notice in writing of the
intention of the Corporation to redeem such Series 1
Preference Shares. Such notice shall be delivered or mailed by
letter, postage prepaid, addressed to each such shareholder at
his or her address as it appears on the records of the
Corporation or in the event of the address of any such
shareholder not so appearing then to the last known address of
such shareholder or if delivered, delivered to each such
shareholder at such address; provided, however, that
accidental failure to give any such notice to one or more of
such shareholders shall not affect the validity of such
redemption. Such notice shall set out the Series 1 Redemption
Amount and the date on which redemption is to take place and,
if part only of the shares held by the person to whom it is
addressed is to be redeemed, the number thereof to be so
redeemed; provided, however, that if a part
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only of the Series 1 Preference Shares for the time being
outstanding is to be redeemed, the shares so to be redeemed
shall be selected by lot in such manner as the directors in
their discretion shall decide or if the directors so determine
may be redeemed pro rata (disregarding fractions) unless
otherwise agreed in writing by the holders of all of the
Series 1 Preference Shares. On or after the date so specified
for redemption, the Corporation shall pay or cause to be paid
to or the order of the registered holders of the Series 1
Preference Shares to be redeemed the Series 1 Redemption
Amount thereof on presentation and surrender, at the
registered office of the Corporation or any other place
designated in such notice, of the certificates representing
the Series 1 Preference Shares called for redemption. Such
payment shall be made by cheque payable at par at any branch
of the Corporation's bankers in Canada. If less than all of
the Series 1 Preference Shares represented by any certificate
are redeemed, the holder shall be entitled to receive a new
certificate for that number of Series 1 Preference Shares
represented by the original certificate which are not
redeemed. From and after the date specified for redemption in
any such notice, the holders of the Series 1 Preference Shares
called for redemption shall cease to be entitled to dividends
and shall not be entitled to exercise any of the rights of
shareholders in respect thereof unless payment of the Series 1
Redemption Amount shall not be made upon presentation of
certificates in accordance with the foregoing provisions, in
which case the rights of shareholders in respect thereof shall
remain unaffected. The Corporation shall have the right, at
any time after the mailing of notice of its intention to
redeem any Series 1 Preference Shares, to deposit the Series 1
Redemption Amount of the shares so called for redemption or of
such of the said shares represented by certificates as have
not at the date of such deposit been surrendered by the
holders thereof in connection with such redemption to a
special account in any chartered bank or in any trust company
in Canada, named in such notice, to be paid without interest
to or to the order of the respective holders of such Series 1
Preference Shares called for redemption upon presentation and
surrender to such bank or trust company of the certificates
representing the same. Upon such deposit being made or upon
the date specified for redemption in such notice, whichever is
the later, the Series 1 Preference Shares in respect whereof
such deposit shall have been made shall be redeemed and the
rights of the holders thereof after such deposit or such
redemption date, as the case may be, shall be limited to
receiving without interest their proportionate part of the
total Series 1 Redemption Amount so deposited against
presentation and surrender of the said certificates held by
them respectively and any interest on the amount so deposited
shall be for the account of the Corporation. If any part of
the total Series 1 Redemption Amount so deposited has not been
paid to or to the order of the respective holders of the
Series 1 Preference Shares which were called for redemption
within two years after the date upon which such deposit was
made or the date specified for redemption in the said notice,
whichever is the later, such balance remaining in the said
special account shall be returned to the Corporation without
prejudice to the rights of the holders of the shares being
-5-
redeemed to claim the Series 1 Redemption Amount without
interest from the Corporation.
4. Redemption Fund
(a) Subject to Subsection 4(b) hereof, so long as any of the
Series 1 Preference Shares remain outstanding, the Corporation
shall, no later than May 1st, 1992 and on the first day of
each fiscal year of the Corporation commencing thereafter, set
aside as a special account (the "Series 1 Redemption Fund
Account"), to be reflected in the books of the Corporation as
a fund for payment of the Series 1 Redemption Amount to be
paid on the redemption of Series 1 Preference Shares, an
amount equal to $750,000, or such lesser amount as is
determined by the directors of Corporation in accordance with
Subsection 4(b) hereof. The Corporation will redeem, in
accordance with the procedures set forth in Section 3 hereof,
Series 1 Preference Shares with such funds so set aside on or
before the last day of each such fiscal year. Any amount or
amounts set aside in the Series 1 Redemption Fund Account need
not be kept apart from other monies of the Corporation and
pending the use or application thereof for the purpose
hereinafter provided may be employed in the business of the
Corporation.
(b) The Corporation shall redeem Series 1 Preference Shares in
accordance with Subsection 4(a) hereof only if and to the
extent that the directors of the Corporation, acting in good
faith and in the best interest of the Corporation, determine
that the Corporation, after giving effect to the redemption,
will be able to meet its obligations as they become due and
will have a sufficient working capital to permit the efficient
operation of the businesses of the Corporation and its
subsidiaries.
(c) So long as any Series 1 Preference Shares remain outstanding,
no dividend shall at any time be declared and paid on or
declared for payment on the Common Shares or on any other
shares of the Corporation ranking junior to the Series 1
Preference Shares for any fiscal year commencing after April
30, 1992 unless the Corporation has redeemed Series 1
Preference Shares for an aggregate Series 1 Redemption Amount
of $750,000.
5. Voting Rights
The holders of the Series 1 Preference Shares as such shall not be
entitled to receive notice of or to attend any meeting of the
shareholders of the Corporation, unless the meeting is called:
(a) to consider any matter in respect of which the holders of the
preference shares without par value would be entitled to vote
separately as a class or the holders of the Series 1
Preference Shares would be entitled to vote separately as a
series; or
-6-
(b) for the purpose of authorizing the dissolution of the
Corporation or the sale, lease or exchange of all or
substantially all of the property of the Corporation other
than in the ordinary course of business of the Corporation,
then in each case the holders of the Series 1 Preference Shares shall
be entitled to receive notice of and to attend such meeting. The
holders of the Series 1 Preference Shares as such shall not be entitled
either to vote at any meeting of the shareholders of the Corporation or
to sign a resolution in writing, except at a meeting called to
consider, or a resolution in writing in respect of, any matter in
respect of which the holders of the preference shares without par value
would be entitled to vote as a class or the holders or the Series 1
Preference Shares would be entitled to vote separately as a series
pursuant to any applicable laws.
6. Conversion at the Option of the Holder
(a) Subject as hereinafter provided, any holder of Series 1
Preference Shares shall be entitled, at his or her option at
any time up to the close of business on the third day prior to
the redemption date specified in any notice of redemption of
Series 1 Preference Shares, to have all or any of the Series 1
Preference Shares held by him or her converted into fully paid
Common Shares as the same shall be constituted at the time of
conversion at the rate of nine Common Shares for each Series 1
Preference Share in respect of which the conversion privilege
is exercised.
(b) The conversion privilege herein provided for may only be
exercised by notice in writing given to the Corporation at its
registered office accompanied by the certificate or
certificates for Series 1 Preference Shares in respect of
which the holder thereof desires to exercise such right of
conversion and such notice shall be signed by the person
registered on the books of the Corporation as the holder of
the Series 1 Preference Shares which the holder desires to
have converted. Upon the Corporation receiving such notice it
shall issue certificates for Common Shares, at the applicable
rate herein prescribed and in accordance with the provisions
hereof, to the registered holder of the Series 1 Preference
Shares represented by the certificate or certificates
accompanying such notice. If less than all of the Series 1
Preference Shares represented by any such certificate are
converted, the holder shall be entitled to receive a new
certificate for that number of Series 1 Preference Shares
represented by the original certificate which are not
converted.
(c) Upon conversion of any Series 1 Preference Shares pursuant to
this Section or Section 7 hereof the Corporation shall make a
payment to the holder of such shares of an amount equal to all
dividends declared and unpaid on such shares at the date of
conversion but shall make no payment or adjustment on account
of any dividends on the Common Shares issuable upon such
conversion.
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(d) If the Corporation shall subdivide its Common Shares into a
greater number of shares or shall issue in exchange for such
Common Shares a greater number of Common Shares then, in such
case from and after the effective date of such subdivision or
exchange of shares, the conversion rate for the purposes of
this Section or Section 7 hereof shall be increased in
proportion to the increase in the number of outstanding Common
Shares resulting from such subdivision or exchange, and if the
Corporation shall reduce the number of Common Shares by
combination or consolidation of shares or shall issue in
exchange for its outstanding Common Shares a smaller number of
Common Shares then, in each case from and after the effective
date of such combination, consolidation or exchange of shares,
the conversion rate for the purposes of this Section or
Section 7 hereof shall be decreased in proportion to the
decrease in the number of the outstanding Common Shares
resulting from such combination, consolidation or exchange of
shares.
(e) If the Corporation shall declare and pay a stock dividend upon
the Common Shares or a dividend payable at the option of the
respective holders either in Common Shares or cash, then in
each case from and after the payment date of such dividend the
conversion rate for the purposes of this Section or Section 7
hereof shall be increased in proportion to the increase in the
number of outstanding Common Shares resulting from such
dividend.
(f) The Corporation shall not issue fractional shares in
satisfaction of the conversion privilege hereinbefore provided
for in this Section or Section 7 hereof but in lieu of
fractional shares it shall issue non-voting and non-dividend
bearing scrip certificates for a fraction of a share in a form
approved by the board of directors. Such scrip certificates
may be consolidated into certificates for full shares within
such reasonable time as may be determined by the board of
directors and, if the aggregate amount of shares represented
by scrip certificates surrendered for consolidation is an
amount in excess of an even number of shares, the Corporation
shall at the time of delivery of certificates for the number
of full shares called for by the surrender of scrip
certificates issue a new scrip certificate for an amount equal
to such excess. Such scrip certificates may contain provisions
authorizing the sale by the Corporation after the expiration
of such reasonable time as may be determined by the board of
directors of the number of shares represented by such scrip
certificates for the benefit of the holders of such scrip
certificates.
(g) All shares issued for the purpose of or with respect to any
conversion of Series 1 Preference Shares into Common Shares
under these articles or the consolidation of scrip
certificates and of shares sold under the foregoing provisions
shall be deemed to be fully paid and non-assessable.
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7. Conversion at the Option of the Corporation
(a) The Corporation may, subject to the provisions of this Section
7, upon giving notice as hereinafter provided, convert all but
not less than all, of the issued and outstanding Series 1
Preference Shares of the Corporation into Common Shares if the
weighted average of the prices of the Common Shares on the
Toronto Stock Exchange (the "TSX") during any period of 20
consecutive trading days (the "Trading Period") during which
the TSX is open for business ending on a day within 90 days
prior to the giving of the notice of such conversion as
hereinafter provided exceeds $4.1625, subject to adjustment
from time to time in the event the conversion rate is adjusted
pursuant to Subsections 6(d) and (e) hereof in the same
proportion as the conversion rate is adjusted.
(b) In the case of a conversion of Series 1 Preference Shares
under the provisions of this Section 7, the Corporation shall
within 89 days of the last day of the Trading Period deliver
or mail to each person who at the date of mailing is a
registered holder of Series 1 Preference Shares to be
converted a notice in writing of the intention of the
Corporation to convert such Series 1 Preference Shares. Such
notice shall be delivered or mailed by letter, postage
prepaid, addressed to each such shareholder at his or her
address as it appears on the records of the Corporation or in
the event of the address of any such shareholder not so
appearing then to the last known address of such shareholder
or if delivered, delivered to each such shareholder at such
address; provided, however, that accidental failure to give
any such notice to one or more of such shareholders shall not
affect the validity of such conversion. Such notice shall set
out the number of Common Shares to be issued to such
shareholder on the conversion and the date on which the
conversion is to take place (which may be the date on which
the notice is mailed or delivered as the case may be). On the
date so specified for conversion, the Corporation shall cancel
all of the issued and outstanding Series 1 Preference Shares
and shall issue to the registered holders of the Series 1
Preference Shares or to such persons as they may direct,
Common Shares on the basis set out in Subsection 7(a) above.
Upon presentation and surrender, at the registered office of
the Corporation or any other place designated in such notice,
of the certificates representing the Series 1 Preference
Shares called for conversion, the Corporation shall or shall
cause to be issued to such holders a certificate representing
the Common Shares issued on the conversion. From and after the
date specified for conversion in any such notice, the holders
of the Series 1 Preference Shares shall cease to be holders of
Series 1 Preference Shares and shall not as such be entitled
to dividends and shall not as such be entitled to exercise any
of the rights of shareholders in respect thereof other than
their rights as holders of Common Shares into which such
Series 1 Preference Shares are converted.
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3.IV The rights, privileges, restrictions and conditions attaching to the
second series of the preference shares without nominal or par value of the
Corporation (hereinafter called the "Series 2 Preference Shares") are as
follows:
1. Dividends
(a) The holders of the Series 2 Preference Shares, in priority to
the Common Shares and all other shares ranking junior to the
preference shares without par value, shall be entitled to
receive and the Corporation shall pay thereon, as and when
declared by the board of directors of the Corporation out of
the assets of the Corporation properly applicable to the
payment of dividends, non-cumulative cash dividends at the
rate of $0.45 per share, per quarter, payable on the first
days of January, April, July and October in each year. Cheques
of the Corporation payable at par at any branch of the
Corporation's bankers in Canada shall be issued in respect of
such dividends and payment thereof shall satisfy such
dividends. The board of directors shall be entitled from time
to time to declare part of the said dividends for any quarter
notwithstanding that such dividends for such quarter shall not
be declared in full. If within four months after the
expiration of the payment date for any such dividend the board
of directors in its discretion shall not have declared the
said dividends or any part thereof on the Series 2 Preference
Shares for such quarter, then the rights of the holders of the
Series 2 Preference Shares to such dividends or to any
undeclared part thereof for such quarter shall be forever
extinguished. The holders of the Series 2 Preference Shares
shall not be entitled to any dividends other than or in excess
of the dividends hereinbefore provided for; and
(b) Subject to the rights, privileges, restrictions and conditions
attaching generally to the preference shares without par
value, except with the consent in writing of the holders of
all of the Series 2 Preference Shares outstanding, no dividend
shall at any time be declared and paid on or declared and set
apart for payment on the Common Shares or on any other shares
of the Corporation ranking junior to the Series 2 Preference
Shares for any quarter unless the non-cumulative cash
dividends on the Series 2 Preference Shares then issued and
outstanding in respect of such quarter shall have been
declared and paid or set apart for payment in full at the date
of such declaration and payment or setting apart of dividends
on the Common Shares or on any other shares ranking junior to
the Series 2 Preference Shares.
2. Liquidation, Dissolution or Winding-Up
Subject to the rights, privileges, restrictions and conditions
attaching generally to the preference shares without par value, in the
event of the liquidation, dissolution or winding-up of the Corporation
or other distribution of assets of the Corporation among shareholders
for the purpose of winding-up its affairs, the holders of the Series 2
Preference Shares shall be entitled to receive from the assets of the
Corporation a sum equivalent to the aggregate Series 2 Redemption
Amount (as hereinafter defined) of all of
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the Series 2 Preference Shares held by them respectively before any
amount shall be paid or any assets of the Corporation distributed to
the holders of Common Shares or shares of any other class ranking
junior to the Series 2 Preference Shares. After payment to the holders
of the Series 2 Preference Shares of the amount so payable to them as
above provided they shall not be entitled to share in any further
distribution of the assets of the Corporation.
3. Redemption
(a) The Corporation may, subject to the requirements of the Canada
Business Corporations Act and the provisions of this Section
and Section 4 hereof, upon giving notice as hereinafter
provided, redeem at any time after April 30, 1992 the whole or
from time to time any part of the then outstanding Series 2
Preference Shares on payment of an amount for each share to be
redeemed equal to $30.00 plus all declared and unpaid
non-cumulative cash dividends thereon, the whole constituting
and being herein referred to as the "Series 2 Redemption
Amount";
(b) In the case of redemption of Series 2 Preference Shares under
the provisions of Subsection 3(a) hereof, the Corporation
shall, unless waived in writing by the holders of all of the
Series 2 Preference Shares, at least 45 days before the date
specified for redemption deliver or mail to each person, who
at the date of mailing is a registered holder of Series 2
Preference Shares to be redeemed, a notice in writing of the
intention of the Corporation to redeem such Series 2
Preference Shares. Such notice shall be delivered or mailed by
letter, postage prepaid, addressed to each such shareholder at
his or her address as it appears on the records of the
Corporation or in the event of the address of any such
shareholder not so appearing then to the last known address of
such shareholder or if delivered, delivered to each such
shareholder at such address; provided, however, that
accidental failure to give any such notice to one or more of
such shareholders shall not affect the validity of such
redemption. Such notice shall set out the Series 2 Redemption
Amount and the date on which redemption is to take place and,
if part only of the shares held by the person to whom it is
addressed is to be redeemed, the number thereof to be so
redeemed; provided, however, that if a part only of the Series
2 Preference Shares for the time being outstanding is to be
redeemed, the shares so to be redeemed shall be selected by
lot in such manner as the directors in their discretion shall
decide or if the directors so determine may be redeemed pro
rata (disregarding fractions) unless otherwise agreed in
writing by the holders of all of the Series 2 Preference
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Shares. On or after the date so specified for redemption, the
Corporation shall pay or cause to be paid to or the order of
the registered holders of the Series 2 Preference Shares to be
redeemed the Series 2 Redemption Amount thereof on
presentation and surrender, at the registered office of the
Corporation or any other place designated in such notice, of
the certificates representing the Series 2 Preference Shares
called for redemption. Such payment shall be made by cheque
payable at par at any branch of the Corporation's bankers in
Canada. If less than all of the Series 2 Preference Shares
represented by any certificate are redeemed, the holder shall
be entitled to receive a new certificate for that number of
Series 2 Preference Shares represented by the original
certificate which are not redeemed. From and after the date
specified for redemption in any such notice, the holders of
the Series 2 Preference Shares called for redemption shall
cease to be entitled to dividends and shall not be entitled to
exercise any of the rights of shareholders in respect thereof
unless payment of the Series 2 Redemption Amount shall not be
made upon presentation of certificates in accordance with the
foregoing provisions, in which case the rights of shareholders
in respect thereof shall remain unaffected. The Corporation
shall have the right, at any time after the mailing of notice
of its intention to redeem any Series 2 Preference Shares, to
deposit the Series 2 Redemption Amount of the shares so called
for redemption or of such of the said shares represented by
certificates as have not at the date of such deposit been
surrendered by the holders thereof in connection with such
redemption to a special account in any chartered bank or in
any trust company in Canada, named in such notice, to be paid
without interest to or to the order of the respective holders
of such Series 2 Preference Shares called for redemption upon
presentation and surrender to such bank or trust company of
the certificates representing the same. Upon such deposit
being made or upon the date specified for redemption in such
notice, whichever is the later, the Series 2 Preference Shares
in respect whereof such deposit shall have been made shall be
redeemed and the rights of the holders thereof after such
deposit or such redemption date, as the case may be, shall be
limited to receiving without interest their proportionate part
of the total Series 2 Redemption Amount so deposited against
presentation and surrender of the said certificates held by
them respectively and any interest on the amount so deposited
shall be for the account of the Corporation. If any part of
the total Series 2 Redemption Amount so deposited has not been
paid to or to the order of the respective holders of the
Series 2 Preference Shares which were called for redemption
within two years after the date upon which such deposit was
made or the date specified for redemption in the said notice,
whichever is the later, such balance remaining in the said
special account shall be returned to the Corporation without
prejudice to the rights of the holders of the shares being
redeemed to claim the Series 2 Redemption Amount without
interest from the Corporation.
4. Redemption Fund
(a) Subject to Subsection 4(b) hereof, so long as any of the
Series 2 Preference Shares remain outstanding, the Corporation
shall, no later than May 1st, 1992 and on the first day of
each fiscal year of the Corporation commencing thereafter, set
aside as a special account (the "Series 2 Redemption Fund
Account"), to be reflected in the books of the Corporation as
a fund for payment of the Series 2 Redemption Amount to be
paid on the redemption of Series 2 Preference Shares, an
amount equal to $750,000, or such lesser amount as is
determined by the directors of Corporation in accordance with
Subsection 4(b) hereof. The
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Corporation will redeem, in accordance with the procedures set
forth in Section 3 hereof, Series 2 Preference Shares with
such funds so set aside on or before the last day of each such
fiscal year. Any amount or amounts set aside in the Series 2
Redemption Fund Account need not be kept apart from other
monies of the Corporation and pending the use or application
thereof for the purpose hereinafter provided may be employed
in the business of the Corporation.
(b) The Corporation shall redeem Series 2 Preference Shares in
accordance with Subsection 4(a) hereof only if and to the
extent that the directors of the Corporation, acting in good
faith and in the best interest of the Corporation, determine
that the Corporation, after giving effect to the redemption,
will be able to meet its obligations as they become due and
will have a sufficient working capital to permit the efficient
operation of the businesses of the Corporation and its
subsidiaries.
(c) So long as any Series 2 Preference Shares remain outstanding,
no dividend shall at any time be declared and paid on or
declared for payment on the Common Shares or on any other
shares of the Corporation ranking junior to the Series 2
Preference Shares for any fiscal year commencing after April
30, 1992 unless the Corporation has redeemed Series 2
Preference Shares for an aggregate Series 2 Redemption Amount
of $750,000.
5. Voting Rights
The holders of the Series 2 Preference Shares as such shall not be
entitled to receive notice of or to attend any meeting of the
shareholders of the Corporation, unless the meeting is called:
(a) to consider any matter in respect of which the holders of the
preference shares without par value would be entitled to vote
separately as a class or the holders of the Series 2
Preference Shares would be entitled to vote separately as a
series; or
(b) for the purpose of authorizing the dissolution of the
Corporation or the sale, lease or exchange of all or
substantially all of the property of the Corporation other
than in the ordinary course of business of the Corporation,
then in each case the holders of the Series 2 Preference Shares shall
be entitled to receive notice of and to attend such meeting. The
holders of the Series 2 Preference Shares as such shall not be entitled
either to vote at any meeting of the shareholders of the Corporation or
to sign a resolution in writing, except at a meeting called to
consider, or a resolution in writing in respect of, any matter in
respect of which the holders of the preference shares without par value
would be entitled to vote as a class or the holders or the Series 2
Preference Shares would be entitled to vote separately as a series
pursuant to any applicable laws.
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6. Conversion at the Option of the Holder
(a) Subject as hereinafter provided, any holder of Series 2
Preference Shares shall be entitled, at his or her option at
any time up to the close of business on the third day prior to
the redemption date specified in any notice of redemption of
Series 2 Preference Shares, to have all or any of the Series 2
Preference Shares held by him or her converted into fully paid
Common Shares as the same shall be constituted at the time of
conversion at the rate of nine Common Shares for each Series 2
Preference Share in respect of which the conversion privilege
is exercised.
(b) The conversion privilege herein provided for may only be
exercised by notice in writing given to the Corporation at its
registered office accompanied by the certificate or
certificates for Series 2 Preference Shares in respect of
which the holder thereof desires to exercise such right of
conversion and such notice shall be signed by the person
registered on the books of the Corporation as the holder of
the Series 2 Preference Shares which the holder desires to
have converted. Upon the Corporation receiving such notice it
shall issue certificates for Common Shares, at the applicable
rate herein prescribed and in accordance with the provisions
hereof, to the registered holder of the Series 2 Preference
Shares represented by the certificate or certificates
accompanying such notice. If less than all of the Series 2
Preference Shares represented by any such certificate are
converted, the holder shall be entitled to receive a new
certificate for that number of Series 2 Preference Shares
represented by the original certificate which are not
converted.
(c) Upon conversion of any Series 2 Preference Shares pursuant to
this Section or Section 7 hereof the Corporation shall make a
payment to the holder of such shares of an amount equal to all
dividends declared and unpaid on such shares at the date of
conversion but shall make no payment or adjustment on account
of any dividends on the Common Shares issuable upon such
conversion.
(d) If the Corporation shall subdivide its Common Shares into a
greater number of shares or shall issue in exchange for such
Common Shares a greater number of Common Shares then, in such
case from and after the effective date of such subdivision or
exchange of shares, the conversion rate for the purposes of
this Section or Section 7 hereof shall be increased in
proportion to the increase in the number of outstanding Common
Shares resulting from such subdivision or exchange, and if the
Corporation shall reduce the number of Common Shares by
combination or consolidation of shares or shall issue in
exchange for its outstanding Common Shares a smaller number of
Common Shares then, in each case from and after the effective
date of such combination, consolidation or exchange of shares,
the conversion rate for the purposes of this Section or
Section 7 hereof shall be decreased in proportion to the
decrease in the number of the outstanding Common Shares
resulting from such combination, consolidation or exchange of
shares.
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(e) If the Corporation shall declare and pay a stock dividend upon
the Common Shares or a dividend payable at the option of the
respective holders either in Common Shares or cash, then in
each case from and after the payment date of such dividend the
conversion rate for the purposes of this Section or Section 7
hereof shall be increased in proportion to the increase in the
number of outstanding Common Shares resulting from such
dividend.
(f) The Corporation shall not issue fractional shares in
satisfaction of the conversion privilege hereinbefore provided
for in this Section or Section 7 hereof but in lieu of
fractional shares it shall issue non-voting and non-dividend
bearing scrip certificates for a fraction of a share in a form
approved by the board of directors. Such scrip certificates
may be consolidated into certificates for full shares within
such reasonable time as may be determined by the board of
directors and, if the aggregate amount of shares represented
by scrip certificates surrendered for consolidation is an
amount in excess of an even number of shares, the Corporation
shall at the time of delivery of certificates for the number
of full shares called for by the surrender of scrip
certificates issue a new scrip certificate for an amount equal
to such excess. Such scrip certificates may contain provisions
authorizing the sale by the Corporation after the expiration
of such reasonable time as may be determined by the board of
directors of the number of shares represented by such scrip
certificates for the benefit of the holders of such scrip
certificates.
(g) All shares issued for the purpose of or with respect to any
conversion of Series 2 Preference Shares into Common Shares
under these articles or the consolidation of scrip
certificates and of shares sold under the foregoing provisions
shall be deemed to be fully paid and non-assessable.
7. Conversion at the Option of the Corporation
(a) The Corporation may, subject to the provisions of this Section
7, upon giving notice as hereinafter provided, convert all but
not less than all, of the issued and outstanding Series 2
Preference Shares of the Corporation into Common Shares if the
weighted average of the prices of the Common Shares on the TSX
during the Trading Period during which the TSX is open for
business ending on a day within 90 days prior to the giving of
the notice of such conversion as hereinafter provided exceeds
$4.1625, subject to adjustment from time to time in the event
the conversion rate is adjusted pursuant to Subsections 6(d)
and (e) hereof in the same proportion as the conversion rate
is adjusted.
(b) In the case of a conversion of Series 2 Preference Shares
under the provisions of this Section 7, the Corporation shall
within 89 days of the last day of the Trading Period deliver
or mail to each person who at the date of mailing is a
registered holder of Series 2 Preference Shares to be
converted a notice in writing of the intention of the
Corporation to convert such Series 2 Preference Shares. Such
notice shall be delivered or mailed by letter, postage
prepaid, addressed to each such shareholder at his or her
address as it appears on the records of the
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Corporation or in the event of the address of any such
shareholder not so appearing then to the last known address of
such shareholder or if delivered, delivered to each such
shareholder at such address; provided, however, that
accidental failure to give any such notice to one or more of
such shareholders shall not affect the validity of such
conversion. Such notice shall set out the number of Common
Shares to be issued to such shareholder on the conversion and
the date on which the conversion is to take place (which may
be the date on which the notice is mailed or delivered as the
case may be). On the date so specified for conversion, the
Corporation shall cancel all of the issued and outstanding
Series 2 Preference Shares and shall issue to the registered
holders of the Series 2 Preference Shares or to such persons
as they may direct, Common Shares on the basis set out in
Subsection 7(a) above. Upon presentation and surrender, at the
registered office of the Corporation or any other place
designated in such notice, of the certificates representing
the Series 2 Preference Shares called for conversion, the
Corporation shall or shall cause to be issued to such holders
a certificate representing the Common Shares issued on the
conversion. From and after the date specified for conversion
in any such notice, the holders of the Series 2 Preference
Shares shall cease to be holders of Series 2 Preference Shares
and shall not as such be entitled to dividends and shall not
as such be entitled to exercise any of the rights of
shareholders in respect thereof other than their rights as
holders of Common Shares into which such Series 2 Preference
Shares are converted.
3.V The rights, privileges, restrictions and conditions attaching to the
Common Shares of the Corporation are as follows:
1. Voting Rights
Each holder of Common 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 (other than Common Shares) or specified series of shares are
entitled to vote. At all meetings of which notice must be given to the
holders of the Common Shares, each holder of Common Shares shall be
entitled to one vote in respect of each Common Shares held by such
holder.
2. Dividends
The holders of the Common Shares shall be entitled, subject to the
rights, privileges, restrictions and conditions attaching to any other
class of shares of the Corporation, to receive any dividend declared by
the Corporation.
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3. Liquidation, Dissolution or Winding-up
The holders of the Common Shares shall be entitled, subject to the
rights, privileges, restrictions and conditions attaching to any other
class of shares of the Corporation, to receive the remaining property
of the Corporation on a liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary.
SCHEDULE 2
RESTATED ARTICLES OF INCORPORATION
GEAC COMPUTER CORPORATION LIMITED
(THE "CORPORATION")
7. Other provisions, if any:
The directors of the Corporation may appoint one or more directors, who
shall hold office for a term expiring not later than the close of the
next annual meeting of shareholders, but the total number of directors
so appointed may not exceed one-third of the number of directors of the
Corporation elected at the previous annual meeting of shareholders.