[GRAPHIC]
Consumer and Consommation FORM 4 FORMULE 4
Corporate Affairs Canada et Corporations Canada
ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES
Canada Business Loi sur les societes (SECTION 27 OR 171) (ARTICLE 27 OU 171)
Corporations Act Commerciales canadiennes
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1 - Name of Corporation - Denomination de la societe
ImagicTV Inc.
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2 - Corporation No. - No. de la societe
345065-1
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3 - The articles of the above-named corporation are amended
as follows:
Les statuts de la societe ci-haut mentionnee sont mofifies de la facon
suivante:
(a) paragraph 3 of the Articles of Incorporation of the Corporation
attached to the Certificate of Incorporation issued by the Director
and dated December 24, 1997 (the "Articles of Incorporation") is
amended to:
(i) to create an unlimited number of Common Shares;
(ii) to create an unlimited number of Preferred Shares, issuable in
series;
(iii) to provide that the rights, privileges, restrictions and
conditions attached to the Common Shares and the Preferred
Shares shall be as set out in the annexed Schedule I hereto;
(iv) to change each issued and outstanding Class A Share, Class B
Share and Class C Share into one fully paid and non-assessable
Common Share;
(v) to remove the authorized but unissued Class A Share, Class B
Share and Class C Shares and all rights, privileges,
restrictions and conditions attaching thereto;
(vi) delete subparagraph 3(iii) of the Articles of Amendment of the
Corporation attached to the Certificate of Amendment issued by
the Director and dated June 30, 1998 (the "Articles of
Amendment"); and
(vii) to declare that the capital of the Corporation after giving
effect to the foregoing consists of an unlimited number of
Common Shares and an unlimited number of Preferred Shares,
issuable in series;
(b) paragraph 4 of the Articles of Incorporation is amended to delete the
provisions thereof and Schedule II attached thereto and replace it
with the following: "None.";
(c) Paragraph 5 of the Articles of Incorporation is amended to delete the
provisions thereof and to delete subparagraph 3(ii) of the Articles of
Amendment and replace it with the following: "Minimum of three (3) and
maximum of twelve (12) directors."; and
(d) Paragraph 7 of the Articles of Incorporation is amended to delete the
provisions thereof and Schedule III attached thereto and replace it
with the following:
"The actual number of directors within the minimum and maximum number
set out in paragraph 5 of the articles may be determined from time to
time by resolution of the directors and any vacancy among the
directors resulting from an increase in the number of directors as so
determined may be filled by resolution of the directors."
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Date Signature Description of Office - Description du poste
, 2000 Corporate Secretary
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FOR DEPARTMENTAL USE ONLY - A L'USAGE DU MINISTERE
SEULEMENT
Filed - Depose
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SCHEDULE 1
1. The rights, privileges, restrictions and conditions attached to the Common
Shares are as follows:
(a) Payment of Dividends: The holders of the Common Shares shall be
entitled to receive dividends if, 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 in such amounts and
payable in such manner as the board of directors may from time to time
determine. Subject to the rights of the holders of any other class of
shares of the Corporation entitled to receive dividends in priority to
or concurrently with the holders of the Common Shares, the board of
directors may in its sole discretion declare dividends on the Common
Shares to the exclusion of any other class of shares of the
Corporation.
(b) Participation upon Liquidation, Dissolution or Winding Up: In the
event of the liquidation, dissolution or winding up of the Corporation
or other distribution of assets of the Corporation among its
shareholders for the purpose of winding up its affairs, the holders of
the Common Shares shall, subject to the rights of the holders of any
other class of shares of the Corporation entitled to receive assets of
the Corporation upon such a distribution in priority to or
concurrently with the holders of the Common Shares, be entitled to
participate in the distribution. Such distribution shall be made in
equal amounts per share on all the Common Shares at the time
outstanding without preference or distinction.
(c) Voting Rights: The holders of the Common Shares shall be entitled to
receive notice of and to attend all annual and special meetings of the
shareholders of the Corporation and to one vote in respect of each
Common Share held at all such meetings.
2. The rights, privileges, restrictions and conditions attaching to the
Preferred Shares, shall be as follows:
(a) Series: The Preferred Shares may at any time or from time to time be
issued in one or more series. Subject to the provisions of clause
3(b), the board of directors of the Corporation may from time to time
before the issue thereof fix the number of shares in, and determine
the designation, rights, privileges, restrictions and conditions
attaching to the shares of each series of Preferred Shares.
(b) Idem: The Preferred Shares shall be entitled to priority over the
Common Shares and all other shares ranking junior to the Preferred
Shares with respect to the payment of dividends and/or the
distribution of assets of the Corporation in the event of any
liquidation, dissolution or winding up of the Corporation or other
distribution of assets of the Corporation among its shareholders for
the purpose of winding up its affairs.