For Ministry Use Only | Ontario Corporation Number |
A l'usce onclus ministere | Numero de la soceite en Ontario |
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| 1010116 |
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[ONTARIO SEAL] Ministry of Ministere de
Consumer and la Consommation
Commercial Revisions et du Commerce
CERTIFICATE CERTIFICAT
This is to certify that these Ceci cantifle que les presents
articles are effective on status entrent en vigueur le
MAY 25 MAI, 2001
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/s/ B Antonin
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Director/Directrece
Business Corporation Act/ Loi Bur les societes dar actions
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ARTICLES OF AMENDMENT
status de modification
1. The name of the corporation is: Denomination sociale de la societe:
Form 3 ----------------------------------------------------------------------------------------------
Business MOORE CORPORATION LIMITED
Corporations ----------------------------------------------------------------------------------------------
Act
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Formule 3
Loi sur les ----------------------------------------------------------------------------------------------
societes par
actions ----------------------------------------------------------------------------------------------
2. The name of the corporation is changed to Nouvelle denomination sociale de la societe
(if applicable): (s'll y a lieu):
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N/A
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3. Date of incorporation/amalgamation: Date de la constitution ou de la fusion:
1993 January 1
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(Year, Month, Day)
(annee, mois, jour)
4. The articles of the corporation are amended as Les statuts de la societe son modifies de
follows: la facon suivante
See pages 1A to 1D
DYE & DURHAM
FORM 3 (B.C.A.)
07/98
CBR 173
(a) 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 rights, privileges,
restrictions and conditions as set out in the attached Schedule A;
(b) to delete the following from paragraph 10 of the articles of the
Corporation and substitute therefor "None":
"The objects for which the Corporation is incorporated are:
(a) to carry on business as a manufacturer, producer, retailer, wholesaler
and dealer of and in business forms, business systems, custom
packaging and related products of all kinds and classes including
machinery and equipment to be used in the manufacture, production,
sale or other use of business forms, business systems and custom
packaging; and
(b) to acquire and hold any shares, stocks, bonds, debentures or other
securities of any other corporation or corporations organized under
the laws of Canada or any province thereof or of any country, state or
other jurisdiction outside Canada and carrying on a business which is
similar to, or is capable of being conveniently carried on in
connection with the business of the Corporation."
SCHEDULE A
SERIES 1 PREFERENCE SHARES
1. DIVIDENDS
The holders of the Series 1 Preference Shares shall be entitled to receive and
the Corporation shall pay thereon, as and when declared by the board of
directors out of the moneys of the Corporation properly applicable to the
payment of dividends, preferential non-cumulative dividends in an amount equal
to $0.001 per annum per share as the directors may from time to time determine
and, except with the consent in writing of the holders of all the Series 1
Preference Shares outstanding, no cash dividend may be paid in any year to the
holders of the common shares or any other class of shares of the Corporation
ranking junior to the Series 1 preference shares unless in such year the
full amount of the preferential dividend herein provided for shall have been
paid to the holders of the Series 1 Preference Shares prior thereto or
simultaneously therewith.
2. ADDITIONAL DIVIDENDS
In addition to the preferential dividend attaching to the Series 1 Preference
Shares as provided for in paragraph 1 hereof, the holders of the Series 1
Preference Shares shall be entitled to participate share for share with the
holders of the common shares, without preference or distinction, in any cash
dividend paid in any one fiscal year on the common shares.
3. NO VOTING RIGHTS
Except as otherwise provided in the Business Corporations Act (Ontario) (the
"Act"), the holders of the Series 1 Preference Shares shall not be entitled to
receive notice of, or to attend or to vote at any meeting of the shareholders of
the Corporation.
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 be entitled to receive in respect of each such share, before any
distribution of any part of the assets of the Corporation among the holders of
the common shares and any other class of shares of the Corporation ranking
junior to the Series 1 Preference Shares, an amount equal to $0.001 together
with all dividends declared thereon and unpaid up to the date of liquidation,
dissolution or winding up. After payment to the holders of the Series 1
Preference Shares of the amount so payable to such holders as herein provided,
all of the property and assets of the Corporation available for distribution to
the holders of the Series 1 Preference Shares and the common shares shall be
paid or distributed equally, share for share, to the holders of the Series 1
Preference Shares and the common shares, respectively, without preference or
distinction.
5. CONVERSION
In the event that at the time of issuance of any Series 1 Preference Shares of
the Corporation the authorized capital of the Corporation shall include a class
of non-voting common shares (the "Non-Voting Common Shares"), such Series 1
Preference Shares to be issued shall be automatically converted into fully paid
and non-assessable Non-Voting Common Shares of the Corporation as the same shall
be constituted at the time of conversion on the basis of one (1) Non-Voting
Common Share for each Series 1 Preference Share; provided, however, that, in the
event of liquidation, dissolution or winding up of the Corporation, such right
of conversion shall cease and expire at noon on the business day next preceding
the date of such liquidation, dissolution or winding up.
Upon written request of the Corporation, the holder or holders of Series 1
Preference Shares being converted shall surrender the certificate or
certificates, if any, representing such holder's Series 1 Preference Shares to
be converted to the registered office of the Corporation or to the transfer
agent for the time being of such Series 1 Preference Shares and thereupon there
shall be issued to such holder by the Corporation, as fully paid and
non-assessable, the number of Non-Voting Common Shares to which such holder
shall be entitled upon such conversion.
No payment or adjustment in respect of unpaid non-cumulative dividends on the
Series 1 Preference Shares so converted shall be made upon any such conversion.
6. ANTI-DILUTION PROVISION
In the event that the Corporation, shall: (i) subdivided or redivide the
outstanding common shares into a greater number of common shares; (ii) reduce,
combine or consolidate the outstanding common shares into a smaller number of
common shares; (iii) issue common shares to the holders of all or substantially
all of the outstanding common shares by way of a stock dividend (other than
common shares issued under a dividend reinvestment or similar plan) or (iv)
distribute to the holders of all or substantially all of the outstanding common
shares any evidences of indebtedness or assets, and the Corporation does not
also, on an equivalent share-for-share basis, (i) subdivide or redivide the
outstanding Series 1 Preference Shares into a greater number of Series 1
Preference Shares; (ii) reduce, combine or consolidate the outstanding Series 1
Preference Shares into a smaller number of Series 1 Preference Shares; (iii)
issue Series 1 Preference Shares (or common shares) to the holders of all or
substantially all of the outstanding Series 1 Preference Shares by way of a
stock dividend or (iv) distribute to the holders of all or substantially all of
the outstanding Series 1 Preference Shares such evidences of indebtedness or
assets, then the board of directors of the Corporation shall make such
adjustment to Series 1 Preference Shares as the board of directors of the
Corporation determines appropriate, in its sole discretion.
7. AVOIDANCE OF FRACTIONAL SHARES
No holder of Series 1 Preference Shares shall be entitled to convert any Series
1 Preference Shares into a fraction of a Non-Voting Common Share, but in any
such case the Corporation shall issue or cause to be issued in respect of such
fraction or fractions a scrip certificate, transferable by delivery, entitling
the holder thereof and of other similar scrip certificates aggregating one full
Non-Voting Common Share, upon surrender of such scrip certificates at such place
as may be designated therein, to obtain from the Corporation a full Non-Voting
Common Share and to receive a share certificate therefor. Such scrip certificate
shall be in such form and terms (including, without in any way limiting the
generality of the foregoing, terms with regard to expiry on a specific date not
less than 60 days after the issue thereof) and shall be subject to such
conditions as the Corporation may determine, and shall provide that the holder
thereof shall not be a shareholder or be entitled to receive dividends or to any
other rights of a shareholder.
8. 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:
(a) increase or decrease any maximum number of authorized Series 1
Preference Shares, or 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;
(b) effect an exchange, reclassification or cancellation of the Series 1
Preference Shares; or
(c) create a new class or series of a class of shares equal or superior to
the Series 1 Preference Shares.
In addition, each holder of Series 1 Preference Shares shall exercise any
remaining voting rights in respect of the Series 1 Preference Shares in
accordance with the recommendation of the board of directors of the Corporation.
5. The amendment has been duly authorized as required La modification a ete dument autorisee
by Sections 168 & 170 (as applicable) of the Business conformement aux articles 168 et 170 (selon le
Corporations Act. cas) de la Loi sur les societes par actions.
6. The resolution authorizing the amendment was La actionnaires ou les administrateurs (selon
approved by the shareholders/directors (as applicable) le cas) de la societe ont approuve la
of the corporation on resolution autorisant la modification le
2000 December 11 and 2001 April 12
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(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate. Les presents statuts sont signes en double
exemplaire.
MOORE CORPORATION LIMITED
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(Name of Corporation)
(Denomination sociale de la societe)
Senior Vice President,
General Counsel and
By:/Par: /s/ Lisa M. Palumbo Corporate Secretary
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(Signature) (Description of Office)
(Signature) (Fonction)