<Page>
Exhibit 3.2
QUEBEC [logo]
CERTIFICATE OF AMENDMENT
COMPANIES ACT, PART IA
(S.R.Q., c. C-38)
I hereby certify that the company
LE GROUPE JEAN COUTU (PJC) INC.
has amended its articles on SEPTEMBER 10, 2002, under Part IA of
the Companies Act, as indicated in the articles of amendment
attached herewith.
REGISTERED ON SEPTEMBER 10, 2002
UNDER ENTERPRISE NUMBER 1143240183
[seal]
INSPECTOR GENERAL OF [signed] R. S. Turcotte
FINANCIAL INSTITUTIONS Inspector General of Financial Institutions
QUEBEC [logo]
E030J13G81L01SA
<Page>
[logo] Government of Quebec
INSPECTOR GENERAL
OF FINANCIAL INSTITUTIONS
Form 5
ARTICLES OF AMENDMENT
Companies Act, S.R.Q., c. C-38
Part 1A
1 Name
LE GROUPE JEAN COUTU (PJC) INC. / THE JEAN COUTU GROUP (PJC) INC.
2 / / Amendment of articles under sections 123.140 and following of the
Companies Act
3 The articles of the company are amended as follows:
The articles of the Company are amended by the provisions of Schedule "A"
attached herewith, said Schedule forming an integral part of this Form 5.
4 Effective date, if later than that on 5 Name (or enterprise number) prior
which the documents are filed (see to the amendment, if different
instructions) than the one mentioned in
section 1
See Schedule "A" N/A
If the space provided is insufficient, include an appendix in two (2) copies.
Signature of
authorised director [signed] Yvon Bechard
--------------------------------------------------------
________________________________________________________________________________
For official use only C-215 (Rev. 2001-03)
Government of Quebec
Filed on
Sep. 10 2002
Inspector General of Financial Institutions
<Page>
SCHEDULE "A"
Form 5, Part 1A of the Companies Act (S.R.Q. 1977 c. C-38) - Articles of
amendment
Schedule "A" of the articles of amendment of Le Groupe Jean Coutu (PJC) Inc. -
The Jean Coutu Group (PJC) Inc. (the "Company") amending the articles of
continuance dated January 27, 1986 of the Company as amended by articles of
amendment dated August 8, 1986, October 9, 1986, February 14, 1992 and September
18, 2000. This Schedule "A" forms an integral part of the articles of amendment
of the Company.
2. Article 5 of the articles of continuance of the Company, as amended by
articles of amendment dated August 8, 1986, October 9, 1986, February
14, 1992 and September 18, 2000, is amended as follows:
"The share capital of the Company, comprised of (i) an unlimited number
of Class "A" subordinate shares, without par value, (ii) un unlimited
number of Class "B" shares, without par value, and (iii) an unlimited
number of Class "C" shares, without par value, that may be issued in one
or more series is, as of 5:01 P.M. on September 25, 2002, amended by:
(a) the subdivision of each issued and outstanding Class "A"
subordinate share without par value of the Company into two (2)
Class "A" subordinate shares without par value, with the result
that each shareholder of record as at September 25, 2002 at the
close of business will receive one Class "A" subordinate share
for each Class "A" subordinate share held; and
(b) the subdivision of each issued and outstanding Class "B" share
without par value of the Company into two (2) Class "B" shares
without par value, with the result that each shareholder of
record as at September 25, 2002 at the close of business will
receive one Class "B" share for each Class "B" share held."
<Page>
QUEBEC [logo]
CERTIFICATE OF AMENDMENT
COMPANIES ACT, PART IA
(S.R.Q., c. C-38)
I hereby certify that the company
LE GROUPE JEAN COUTU (PJC) INC.
has amended its articles on SEPTEMBER 18, 2000, under Part IA of
the Companies Act, as indicated in the articles of amendment
attached herewith.
REGISTERED ON SEPTEMBER 18, 2000
UNDER ENTERPRISE NUMBER 1143240183
[seal +logo]
Government of Quebec [signed] R. S. Turcotte
INSPECTOR GENERAL OF Inspector General of Financial Institutions
FINANCIAL INSTITUTIONS
E830J13G81L01SA
<Page>
[logo] Government of Quebec
INSPECTOR GENERAL
OF FINANCIAL INSTITUTIONS
Form 5
ARTICLES OF AMENDMENT
Companies Act, S.R.Q., c. C-38
Part 1A
1 Name
LE GROUPE JEAN COUTU (PJC) INC. / THE JEAN COUTU GROUP (PJC) INC.
2 / / Amendment of articles under sections 123.140 and following of the
Companies Act
3 The articles of the company are amended as follows:
The articles of the Company are amended by the provisions of Schedule "A"
attached herewith, said Schedule forming an integral part of this Form 5.
4 Effective date, if later than that 5 Name (or enterprise number) prior
on which the documents are filed (see to the amendment, if different
instructions) than the one mentioned in
section 1
See Schedule "A"
If the space provided is insufficient, include an appendix in two (2) copies.
Signature of
authorised director [signed] Yvon Bechard
---------------------------------------------------------
________________________________________________________________________________
For official use only C-215 (Rev. 07-99)
Government of Quebec
Filed on
Sep. 18 2000
Inspector General of Financial Institutions
<Page>
SCHEDULE "A"
Form 5, Part IA of the Companies Act (S.R.Q. 1977 c. C-38) - Articles of
Amendment
Schedule "A" of the articles of amendment of Le Groupe Jean Coutu (PJC) Inc. -
The Jean Coutu Group (PJC) Inc. (the "Company") amending the articles of
continuance dated January 27, 1986 of the Company as amended by articles of
amendment dated August 8, 1986, October 9, 1986 and February 14, 1992. This
Schedule "A" forms an integral part of the articles of amendment of the Company.
I. Article 5 of the articles of continuance of the Company, as amended by
articles of amendment dated August 8, 1986, October 9, 1986 and February
14, 1992, is amended as follows:
"The share capital of the Company, comprised of (i) an unlimited number
of Class "A" subordinate shares, without par value, (ii) un unlimited
number of Class "B" shares, without par value, and (iii) an unlimited
number of Class "C" shares, without par value, that may be issued in one
or more series is, as of 5:01 P.M. on September 29, 2000, amended by:
(a) the subdivision of each issued and outstanding Class "A"
subordinate share without par value of the Company into two (2)
Class "A" subordinate shares without par value, with the result
that each shareholder of record as at September 29, 2000 at the
close of business will receive one Class "A" subordinate share
for each Class "A" subordinate share held; and
(b) the subdivision of each issued and outstanding Class "B" share
without par value of the Company into two (2) Class "B" shares
without par value, with the result that each shareholder of
record as at September 29, 2000 at the close of business will
receive one Class "B" share for each Class "B" share held."
<Page>
QUEBEC [logo]
CERTIFICATE OF AMENDMENT
COMPANIES ACT, PART IA
(S.R.Q., c. C-38)
I hereby certify that the company
LE GROUPE JEAN COUTU (PJC) INC.
has amended its articles on SEPTEMBER 9, 1997, under Part IA of
the Companies Act, as indicated in the articles of amendment
attached herewith.
REGISTERED ON SEPTEMBER 9, 1997
UNDER ENTERPRISE NUMBER 1143240183
[seal +logo]
Government of Quebec [signed]
INSPECTOR GENERAL OF Inspector General of Financial Institutions
FINANCIAL INSTITUTIONS
N230J13G81L02JA
<Page>
[logo] Government of Quebec
INSPECTOR GENERAL
OF FINANCIAL INSTITUTIONS
Form 5
ARTICLES OF AMENDMENT
Companies Act, S.R.Q., c. C-38
Part 1A
1 Name
LE GROUPE JEAN COUTU (PJC) INC.
2 / / Amendment of articles under sections 123.140 and following of the
Companies Act
3 The articles of the company are amended as follows:
Section 3 of the articles of continuance of the Company, dated January 27, 1986,
are amended as follows:
The maximum number of directors is increased to twenty (20).
4 Effective date, if later than that 5 Name (or enterprise number) prior
on which the documents are filed (see to the amendment, if different
instructions) than the one mentioned in
section 1
N/A N/A
If the space provided is insufficient, include an appendix in two (2) copies.
Signature of
authorised director [signed] Yvon Bechard
----------------------------------------------------------
________________________________________________________________________________
For official use only C-215 (Rev. 05-95)
Government of Quebec
Filed on
Sep. 9 1997
Inspector General of Financial Institutions
<Page>
[logo] Government of Quebec CERTIFICATE OF AMENDMENT
INSPECTOR GENERAL Companies Act
OF FINANCIAL INSTITUTIONS (R.S.Q., c. C-38)
Part IA
I HEREBY CERTIFY THAT THE COMPANY
LE GROUPE JEAN COUTU (PJC) INC.
HAS AMENDED ITS ARTICLES, UNDER PART IA OF THE COMPANIES
ACT, AS INDICATED IN THE ARTICLES OF AMENDMENT ATTACHED
HEREWITH.
DATED 1992 02 14
[seal +logo]
Government of Quebec [signed] Jean-Marie Bouchard
INSPECTOR GENERAL OF Inspector General of Financial Institutions
FINANCIAL INSTITUTIONS 1331-7433
<Page>
[logo] Government of Quebec
INSPECTOR GENERAL
OF FINANCIAL INSTITUTIONS
Form 5
ARTICLES OF AMENDMENT
Companies Act
Part 1A
1 Name or enterprise number
LE GROUPE JEAN COUTU (PJC) INC.
THE JEAN COUTU GROUP (PJC) INC.
2 The articles of the company are amended as follows:
Section 5 of the articles of continuance of the Company are amended in
accordance with the provisions of Schedule "A" attached herewith, which forms an
integral part of this Form 5. The said provisions will be effective on March 4,
1992, at 8:00 A.M., Montreal time.
3 Effective date, if later than that on 4 Name (or enterprise number)
which the documents are filed (See prior to the amendment, if
instructions) different than the one
mentioned in section 1
N/A N/A
Signature of Function of
authorised director [signed] Jean Coutu signatory Director
------------------------- -------------------
________________________________________________________________________________
For official use only 1331-7433
[logo]
Government of Quebec
Filed on
Feb. 14 1992
Inspector General of Financial Institutions
<Page>
SCHEDULE "A"
Form 5, Part 1A of the Companies Act (S.R.Q. 1977 c. C-38) - Articles of
amendment
Schedule "A" of the articles of amendment of Le Groupe Jean Coutu (PJC) Inc. -
The Jean Coutu Group (PJC) Inc. (the "Company") amending the articles of
continuance dated January 27, 1986 of the Company as amended by articles of
amendment dated August 8, 1986. This Schedule "A" forms an integral part of the
articles of amendment of the Company.
I.
II. Article 5 of the articles of continuance of the Company, as amended by
articles of amendment dated August 8, 1986, is amended as follows:
"The share capital of the Company, comprised of (i) an unlimited number
of Class "A" subordinate shares, without par value, (ii) un unlimited
number of Class "B" shares, without par value, and (iii) an unlimited
number of Class "C" shares, without par value, that may be issued in one
or more series is amended by:
(a) the subdivision of each issued and outstanding Class "A"
subordinate share without par value of the Company into two (2)
Class "A" subordinate shares without par value;
(b) the subdivision of each issued and outstanding Class "B" share
without par value of the Company into two (2) Class "B" shares
without par value.
Such that, upon receipt of the certificate of amendment ratifying these
articles of amendment, the share capital of the company shall be
comprised of (i) an unlimited number of class "A" subordinate shares
without par value, (ii) an unlimited number of class "B" shares without
par value and (iii) an unlimited number of class "C" shares without par
value which may be issued in one or more series, including 18,458,000
class "A" subordinate shares without par value, and 34,000,000 Class "B"
shares without par value which shall be issued and outstanding as fully
paid-up and not subject to calls.
The authorised share capital of the company and all of the rights,
privileges, conditions and limitations attached to restricted class "A"
shares without par value, to class "B" shares without par value and to
class "C" shares without par value as a class are as follows.
<Page>
ARTICLE 1 - AUTHORISED SHARE CAPITAL
The company is hereby authorised to issue (i) an unlimited number of
restricted class "A" shares without par value (the "class "A"
subordinate shares"), (ii) an unlimited number of class "B" shares
without par value (the "class "B" shares") and (iii) an unlimited number
of class "C" shares without par value, which may be issued in one or
more series (the "class "C" preferred shares").
ARTICLE 2 - CLASS "A" SUBORDINATE SHARES
The rights, privileges, conditions and limitations attached to class "A"
subordinate shares are as follows:
2.1 VOTING RIGHTS - Subject to the provisions of the Companies Act
of the Province of Quebec (R.S.Q., 1977 chapter C-38) and the
regulations adopted pursuant to this Act (the "Act"), holders of
class "A" subordinate shares shall be entitled to receive
notices of meetings and to attend and vote at any annual or
special shareholders' meetings of the company. Each class "A"
subordinate share grants its holder the right to one vote, which
may be exercised personally or by proxy.
2.2 DIVIDENDS - Subject to the preference rights of holders of class
"C" shares and of shares of any other class enjoying a
preference ahead of class "A" subordinate shares in relation to
dividends, and subject to the rights of class "B" shareholders
described hereinafter, the holders of class "A" subordinate
shares shall be entitled to receive and the company may declare
and pay out a dividend on such shares out of company funds
properly allocated to the payment of dividends, upon resolution
by the board of directors of the company (the "board of
directors"). The rate of such dividend shall be determined by
the board of directors. Cheques issued by the company or its
duly appointed agent for such purpose, drawn from a bank listed
at schedule A or schedule B of the Bank Act (CANADA) (the "Bank
Act") and payable at any branch of such bank within Canada,
shall be issued in payment of such dividends to the holders of
class "A" subordinate shares entitled thereto. The posting of
these cheques shall release and discharge the company from any
liability in relation to such dividends up to the amount of any
sums represented thereby, unless these cheques are not honoured
upon presentation. Subject to any relevant law to the contrary,
the amount of any dividend represented by cheque which has not
been presented for payment within six years following its issue
or which otherwise remains unclaimed for a period of six years
commencing on the date when it was declared payable and
allocated for payment, shall revert to the company.
No dividend shall be declared payable on class "A" subordinate
shares unless a dividend of an equal amount per share has been
simultaneously
<Page>
- 3 -
declared and paid in relation to class "B" shares, which at such
time are issued and outstanding.
2.3 LIQUIDATION; WINDING-UP - In the event of liquidation or
winding-up of the company, whether voluntary or forced, or any
other distribution of assets of the company among shareholders
for the purposes of winding-up the company business, class "A"
subordinate shareholders shall be entitled to receive, in
proportion to the number of class "A" subordinate shares which
they respectively hold, and after payment by the company to
class "C" shareholders and shareholders of any other class
ranking ahead of class "A" subordinate shareholders for purposes
of division of company assets further to liquidation or
winding-up, any sums declared payable in accordance with the
following terms, for each class "A" subordinate share: (i) an
amount equal to the average, per class "A" subordinate share, of
amounts allocated to the issued and outstanding share capital
account kept for class "A" subordinate shares, in addition to,
based on the number of class "A" subordinate shares which they
respectively hold, (ii) any dividends declared on class "A"
subordinate shares which remain unpaid at the time of
distribution.
Furthermore, class "A" subordinate shareholders and class "B"
shareholders shall be entitled to share and share alike, pari
passu, the remaining assets of the company without preference or
distinction, in proportion to the number of shares which they
respectively hold.
2.4 EXCHANGE RIGHT -
2.4.1 Unless the context indicates otherwise, for the purposes
of article 2.4,
(a) "transfer agent" shall mean the transfer agent,
appointed from time to time, for class "A" subordinate
shares;
(b) "control" of a body corporate shall mean
beneficial control, either directly through the holding
of shares or other securities, or indirectly by way of a
trust or contract, or by holding securities in any other
body corporate or otherwise;
(c) "bid date" with respect to any bid shall mean
the date when a bid is made;
(d) "Jean Coutu" shall mean Mr Jean Coutu, the
incumbent chairman of the board of directors and
president and chief executive officer of the company as
of the date hereof;
<Page>
- 4 -
(e) "Coutu family" shall mean Jean Coutu and his
successors, heirs and assigns, or any one of them or any
body corporate controlled by any one of them;
(f) "associate" shall mean the relationship between
a person and (i) a body corporate in which the person
holds shares or securities carrying more than 10% of
voting rights attached to all issued securities, (ii) a
partner of such person , (iii) the trust or estate in
which he or she has a substantial beneficial interest
equivalent to that of an owner or with respect to which
he serves as a trustee, testamentary executor or in a
similar capacity;
(g) "offeror" shall mean any person who makes a bid;
(h) "bid" shall mean a takeover bid, a bid by way of
an exchange of securities or an issuer bid (as defined
by the SECURITIES ACT (Quebec), as amended or re-enacted
from time to time) for the purpose of purchasing class
"B" shares. However, a bid does not include an exempt
bid.
(i) "exempt bid" shall mean:
(A) a bid made to any holders of
class "B" shares which is concurrently
offered at the same price and subject to
identical conditions, to all holders of
class "A" subordinate shares whose most
recent address in the company share
register is in Canada.
(B) a bid to purchase all or some of
the issued and outstanding class "B"
shares on the bid date, provided the
price offered for each class "B" share
shall not exceed 115% of the reference
price for class "A" subordinate shares.
The "reference price" shall be as
defined at article 187 of the regulation
adopted pursuant to the Securities Act
(Quebec) in force and effect as of the
date hereof, or
(C) a bid made by any member of the
Coutu Family to any other member of the
Coutu Family;
(j) "person" shall mean a physical person,
association, partnership, government or a body
corporate;
<Page>
- 5 -
(k) "body corporate" shall mean any entity with a
legal personality, including partnerships and trusts,
notwithstanding its place of business or form of
incorporation;
(l) "majority shareholder" shall mean, from time to
time, any holder of class "B" shares who, on such date,
owns or controls, directly or indirectly, in any manner
whatsoever (including, but without limitation, through
bodies corporate or trust bodies or otherwise)
outstanding shares of any class of the company which
allows them to exercise more than 50% of the voting
rights attached to outstanding shares of all classes of
voting shares of the company as of such date.
Any notice, document or certificate which must be
executed by the majority shareholder for the purposes of
this article 2.4 shall be deemed properly executed
provided that, on the date of execution of such notice,
document or certificate, the relevant person owns or
controls the majority of shares then held by the
majority shareholder. Any such notice, document or
certificate executed in such manner shall be binding
upon all majority shareholders.
2.4.2 Subject to the following sub-paragraphs of this article
2.4, where any bid is made, any class "A" subordinate
share may be exchanged into a class "B" share commencing
on the bid date, in the entire discretion of the holder,
but solely for the purposes of allowing this holder to
accept the bid.
The exercise of the exchange right attached to class "A"
subordinate shares shall be subject to acceptance of the
bid by the majority shareholder and such acceptance
shall be deemed a condition precedent to the exchange.
2.4.3 The exchange right with respect to class "A" subordinate
shares provided for at this article 2.4.2 may be
exercised by written notice delivered to the company at
its head office or to the transfer agent for class "A"
subordinate shares. For such purpose, delivery to any
office of the transfer agent where the transfer of class
"A" subordinate shares may be made shall be deemed
valid. Such notice shall be accompanied by a certificate
or certificates representing the class "A" subordinate
shares which the holder wishes to exchange for class "B"
shares, and shall be executed by the holder or his
representative, specifying the number of class "A"
subordinate shares which the holder wishes to convert
into class "B" shares. Where only some of the class "A"
subordinate shares represented by a certificate
accompanying the notice are marked for exchange, the
holder shall receive, at company expense, a new
<Page>
- 6 -
certificate describing the class "A" subordinate shares
in the certificate which were delivered in the foregoing
manner, and which may not be exchanged.
2.4.4 Where a holder of class "A" subordinate shares sends the
notice of intent to exchange described at article 2.4.3,
the transfer agent shall be deemed the agent of such
holder for the purposes of the bid and for the purposes
of taking any measures necessary to complete acceptance
of the bid on behalf of such holder, subject to article
2.4.12. The execution of any acceptance form
accompanying the bid by a holder of class "A"
subordinate shares and proper delivery to the transfer
agent, accompanied by any certificates representing such
shares, shall be deemed valid delivery by such holder to
the transfer agent of the notice of intent to exchange.
2.4.5 Where any exchange of class "A" subordinate shares is
made by a holder pursuant to article 2.4.2, the company
shall ensure that the transfer agent issues a
certificate representing class "B" shares resulting from
such exchange in the name of such transfer agent.
2.4.6 The right of any holder of class "A" subordinate shares
to exchange his shares for class "B" shares pursuant to
article 2.4.2 is deemed to have been exercised, and the
holder of class "A" subordinate shares which are to be
exchanged is deemed to be a holder of class "B" shares
for the purposes of the bid, on the date of delivery of
any certificate representing class "A" subordinate
shares which are to be exchanged, accompanied by the
written notice referred to at article 2.4.3,
notwithstanding any delay in the issuance of any
certificates representing class "B" shares for which
such class "A" subordinate shares have been exchanged
pursuant to the bid, subject to the other provisions of
article 2.4.
2.4.7 Following the issuance of a class "B" share certificate
in the name of the transfer agent in his capacity as
agent acting on behalf of any holder pursuant to article
2.4.5, the transfer agent may, in his discretion, or
where applicable, further to the holder's written
instructions, take any measures necessary to finalize
acceptance of such bid on behalf of such holder,
including filing such certificate and any other document
required with the depository further to terms of the
bid. In this regard, the transfer agent may, in his
discretion, make a notation on any such certificate or
attach a written notice thereto stating that class "B"
shares represented by such certificate are subject to
certain limitations and conditions, i.e. those set forth
at article 2.4.8, 2.4.9 and 2.4.10 hereof.
<Page>
- 7 -
2.4.8 Notwithstanding articles 2.4.2 to 2.4.7, where the
transfer agent receives written notice from the majority
shareholder prior to the expiration date of any bid
stating that the majority shareholder does not intend to
accept the bid,
(a) the exchange right described at article 2.4.2
shall be deemed never to have been exercised;
(b) the transfer agent shall no longer be deemed to
be acting on behalf of class "A" subordinate
shareholders for the purposes of accepting the bid;
(c) the class "A" subordinate shares exchanged for
class "B" shares on or prior to such date shall be
deemed never to have been exchanged and shall
consequently continue to be deemed class "A" subordinate
shares. This also applies to any shares already received
and paid for by the offeror pursuant to terms of the
bid; and
(d) the transfer agent shall take any necessary
measures to ensure that any holders of the class "A"
subordinate shares which are deemed never to have been
exchanged shall receive any relevant certificates
representing such class "A" subordinate shares and make
the necessary entries in the company shareholders'
register to give full and force and effect to the
foregoing.
2.4.9 In relation to any bid, where the offeror, for any
reason whatsoever, does not take delivery of the shares
described in the bid and does not pay the price therefor
or, where the offeror accepts delivery of a lower number
of shares deposited for purposes of acceptance of the
bid and only pays for such reduced number, and
notwithstanding the provisions of articles 2.4.2 to
2.4.7,
(a) the class "A" subordinate shares exchanged for
class "B" shares for the purposes of the bid which have
not been received and paid for shall be deemed never to
have been exchanged into class "B" shares and shall
continue to be deemed class "A" subordinate shares, and
(b) the transfer agent shall take any necessary
measures to ensure that any deemed holders of class "A"
subordinate shares which are deemed never to have been
exchanged shall receive any certificates necessary
representing class "A" subordinate shares and shall make
all necessary and relevant entries in the company
shareholders' register to give force and effect to the
foregoing.
<Page>
- 8 -
2.4.10 Any class "B" shares resulting from the exchange of
class "A" subordinate shares for the purposes of
acceptance of a bid shall allow holders one vote per
share, notwithstanding the provisions of 3.1. and shall
be deemed to be class "A" subordinate shares,
notwithstanding the exchange, with respect to the rights
of holders to receive any dividend paid on shares of the
company up until the date where the offeror has taken
delivery and paid the bid price or, where applicable,
after such date in the case of paid-up and delivered
class "A" subordinate shares which fall within the scope
of article 2.4.8.
2.4.11 Any monies paid by an offeror for shares, and received
by the transfer agent acting in his capacity as agent
for holders of class "A" subordinate shares, shall be
paid by the transfer agent to each class "A" subordinate
shareholder based on a pro rata of shares held
immediately prior to the exchange.
2.4.12 Any holder class "A" subordinate shares shall be
entitled to give written instructions to the transfer
agent acting on his behalf to exercise any right of such
holder in relation to the bid, including the right to
withdraw securities deposited in response to the bid, or
where applicable, the right to accept or refuse any
subsequent bid placed following an initial bid.
2.4.13 Any costs and expenses incurred by the transfer agent in
the performance of the foregoing provisions shall be
paid by the company.
2.4.14 The transfer agent shall send written notice to holders
of class "A" subordinate shares immediately following
the bid date, which shall substantially reproduce the
contents of articles 2.4.1 to 2.4.13. Such notice shall
be accompanied by any other document or form which the
company or transfer agent deems, in its discretion,
useful or necessary for the purpose of allowing holders
of class "A" subordinate shares to exercise their rights
further to such provisions.
2.5 RANK OF CLASS "A" SUBORDINATE SHARES - Class "A" subordinate
shares shall take preference (i) for purposes of payment of
dividends, after class "C" shares and shares of any other class
ranking ahead of Class "A" subordinate shares, and PARI PASSU
with class "B" shares (ii) for purposes of repayment of capital
and the payment of any declared but unpaid dividend during any
distribution further to liquidation or winding-up of the
company, after class "C" shares and the shares of any other
class ranking ahead of Class "A" subordinate shares and PARI
PASSU with class "B"
<Page>
- 9 -
shares (iii) for purposes of dividing the remaining assets of
the company in the event of liquidation or winding-up, PARI
PASSU with class "B" shares.
ARTICLE 3 - CLASS "B" SHARES
The rights, privileges, conditions and limitations attached to class "B"
shares are as follows.
3.1 VOTING RIGHTS - Subject to the Act and the provisions hereof,
the holders of class "B" shares shall be entitled to receive notices of
meetings and to attend and vote at any annual or special shareholder
meetings of the company. Each class "B" share shall confer upon its
holder the right to 10 votes which may be exercised in person or by
proxy, subject to article 2.4.10.
In the event that the Coutu Family, as defined at article 2.4.1 (e)
ceases to be the beneficial owner, directly or indirectly in any manner
whatsoever, (including, without restricting the generality of the
foregoing, through bodies corporate, trusts or otherwise) of outstanding
shares in the company of any class whatsoever which allows it to
exercise more than 50% of the voting rights attached to the outstanding
shares of all classes of voting shares in the share capital of the
company, all class "B" shares shall immediately cease to carry 10 votes
per share and each class "B" share as of such date shall only carry one
vote per share, the whole without any further formal requirement or
measure to be taken by the company.
3.2 DIVIDENDS - Subject to the preference rights of holders of class
"C" shares and shares of any other class ranking ahead of class
"B" shares with respect to dividends, and subject to the rights
of holders of restricted class "A" shares described hereinafter,
the holders of class "B" shares shall be entitled to receive and
the company may declare and pay out a dividend on such shares
out of company funds properly allocated to the payment of
dividends, upon resolution by the board of directors of the
company. The rate of such dividend shall be determined by the
board of directors. Cheques issued by the company or its duly
appointed agent for such purpose, drawn from a bank listed at
schedule A or schedule B of the Bank Act, and payable at any
branch of such bank within Canada, shall be issued in payment of
such dividends to the holders of class "B" shares entitled
thereto. The posting of these cheques shall release and
discharge the company from any liability in relation to such
dividends up to the amount of any sums represented thereby,
unless these cheques are not honoured upon presentation. Subject
to any relevant law to the contrary, the amount of any dividend
represented by cheque which has not been presented for payment
within six years following its issue or which otherwise remains
unclaimed for a period of six years commencing on the
<Page>
- 10 -
date when it was declared payable and allocated for payment,
shall revert to the company.
No dividend shall be declared payable on class "B" shares unless
a dividend of an equal amount per share has been simultaneously
declared and paid in relation to class "A" subordinate shares,
which at such time are issued and outstanding.
3.3 EXCHANGE RIGHT - In accordance with this article 3, the holder
of any class "B" shares shall be entitled, in his discretion and
from time to time, to exchange all or some of the class "B"
shares which he holds for class "A" subordinate shares which are
fully paid-up and not subject to call as follows, i.e. (1) one
class "A" subordinate share for each class "B" share exchanged.
(a) The exercise of this exchange right shall be subject to
approval, where required, at the time of the exchange by any
stock exchange where class "A" subordinate shares are listed in
addition to the approval of any securities commission or other
similar body whose approval is required.
(b) The exchange of one or more class "B" shares into class
"A" subordinate shares shall be made by delivery of certificates
representing the class "B" shares exchanged, by their respective
holders at any time during normal business hours, (i) to any
office of any transfer agent of the company where class "B"
shares may be transferred or, where there is no transfer agent,
(ii) at the head office of the company, addressed to the
secretary of the company and in any event accompanied by a
written document confirming receipt in a form deemed
satisfactory by the company, duly executed by the registered
holder of class "B" shares exchanged or by proxy duly authorised
in writing (the authenticity of the aforesaid signature shall be
certified in the form and manner required by the board of
directors at the relevant time). Further to such document, the
class "B" shareholder shall elect to exchange all or solely some
of the class "B" shares registered in his name. Where a holder
elects to exchange solely a portion of the class "B" shares
registered in his name, the company shall issue and deliver or
ensure that such delivery be made to such holder, at company
expense, of a new certificate representing the class "B" shares
which have not yet been included as part of the exchange.
(c) As soon as practicable after delivery of any class "B"
share intended for purposes of exchange as provided for
hereunder, the company shall issue and deliver or shall ensure
that delivery be made to the holder of class "B" shares so
delivered, one or more certificates issued in his name or any
other name which may be disclosed to the company by such holder,
representing the number of class "A" subordinate shares fully
paid-
<Page>
- 11 -
up and not subject to call, to which this holder is entitled
further to the exchange. This exchange shall be deemed made at
the closing time for business on the date where the certificates
representing the exchanged class "B" shares shall have been
delivered for purposes of exchange. Where upon such date the
authorisations referred to at article 3.3 (a) have yet to be
obtained, the rights of a class "B" shareholder as a holder of
such shares shall cease upon the date the authorizations are
granted, such that the person entitled to receive the restricted
class "A" shares further to the exchange shall be deemed for all
purposes to be the registered holder of such class "A"
subordinate shares at such time.
(d) The registered holder of class "B" shares on the
reference date elected by the company for the purposes of
determining class "B" shareholders entitled to receive dividends
declared on such class "B" shares shall be entitled to receive
such dividend notwithstanding the fact that the class "B" shares
which he holds have been exchanged for class "A" subordinate
shares in accordance with the foregoing terms and conditions,
after the reference date but prior to the date of payment of
such dividend. Furthermore, the holders of class "A" subordinate
shares issued further to the exchange shall be entitled to rank
PARI PASSU with the registered holders of any other class "A"
subordinate share in connection with any dividends declared
payable to holders of class "A" subordinate shares registered on
the relevant reference date, provided always that such reference
date is later than the exchange date.
(e) No subdivision or consolidation of (i) class "A"
subordinate shares or (ii) class "B" shares may be carried out,
unless, as the case may be (i), class "B" shares or (ii) class
"A" subordinate shares are subdivided or consolidated in an
identical manner.
(f) The issue of certificates representing class "A"
subordinate shares issued further to a class "B" share exchange
into class "A" subordinate shares shall be subject to no charge
to holders of class "B" shares carrying out such exchange.
However, the company shall not be liable nor subject to pay any
taxes which may be imposed upon the person receiving such class
"A" subordinate shares issued further to the exchange.
(g) Any and all class "B" shares exchanged into class "A"
subordinate shares further to the foregoing provisions shall be
cancelled.
(h) At the time of the exchange, the issued and paid-up
share capital account kept for class "B" shares shall be reduced
and the issued and paid-up share capital account for class "A"
subordinate shares shall be increased in amounts equal to the
result obtained by dividing (i) the product obtained by
multiplying the amount appearing in the issued and paid-up share
capital account kept for class "B" shares, by the number of
<Page>
- 12 -
class "B" shares exchanged by (ii) the aggregate number of
issued and outstanding class "B" shares immediately prior to
such exchange.
3.4 LIQUIDATION; WINDING-UP - In the event of liquidation or
winding-up of the company, whether voluntary or forced, or any
other distribution of assets of the company among shareholders
for the purposes of winding up the company business, class "B"
shareholders shall be entitled to receive, in proportion to the
number of class "B" shares which they respectively hold, and
after payment by the company to class "C" shareholders and
shareholders of any other class ranking ahead of class "B"
shareholders for purposes of division of company assets further
to liquidation or winding-up, any sums declared payable in
accordance with the following terms, for each class "B" share:
(i) an amount equal to the average, per class "B" share, of
amounts allocated to the issued and outstanding share capital
account kept for class "B" shares, in addition to, based on the
number of class "B" shares which they respectively hold, (ii)
any dividends declared on class "B" shares which remain unpaid
at the time of distribution.
Furthermore, class "B" shareholders and class "A"
subordinate shareholders shall be entitled to share and share
alike, pari passu, the remaining assets of the company without
preference or distinction, in proportion to the number of shares
which they respectively hold.
3.5 RANK OF CLASS "B" SHARES - Class "B" shares shall take
preference (i) for purposes of payment of dividends, after class
"C" shares and shares of any other class ranking ahead of class
"B" shares, and PARI PASSU with class "A" subordinate shares
(ii) for purposes of repayment of capital and the payment of any
declared but unpaid dividend during any distribution further to
liquidation or winding-up of the company, after class "C" shares
and the shares of any other class ranking ahead of class "B"
shares and PARI PASSU with class "A" subordinate shares (iii)
for purposes of dividing the remaining assets of the company in
the event of liquidation or winding-up, PARI PASSU with class
"A" subordinate shares.
3.6 ISSUANCE OF CLASS "B" SHARES -
3.6.1 Where any class "B" shares remain outstanding, the
company may only issue class "A" subordinate shares
provided the holders of class "B" shares consent thereto
by special resolution (as defined at article 3.6.5),
unless at the time of issuance and in the manner
determined by the board of directors, class "B"
shareholders are granted the option to subscribe in
proportion to the number of class "B" shares they
respectively hold (but not including fractions, subject
however to article 3.6.2), to a number of class "B"
shares such that, were class "B" shareholders to
subscribe to all class "B" shares to which they are
entitled, the percentage of voting rights
<Page>
- 13 -
attached to issued and outstanding class "B" shares
immediately after such subscription, expressed as a
ratio of aggregate voting rights attached to all issued
and outstanding shares immediately following the
issuance of class "A" subordinate shares, would remain
the same as immediately prior to such issuance, failing
which compensation for each class "B" share shall be
paid which is equal to the amount that the company has
paid into the issued and paid-up share capital account
kept for class "A" subordinate shares for each of the
class "A" subordinate shares which it issues at such
time.
3.6.2 The right to subscribe to class "B" shares in accordance
with article 3.6.1 may not be assigned, except between
holders of class "B" shares at the time any bid is made
pursuant to article 3.6.1.
3.6.3 In the event of issuance of class "A" subordinate shares
further to the exercise of options or subscription
rights granted by the company, the latter shall offer
such subscription rights to the class "B" shareholders
referred to at article 3.6.1 upon expiration of the
stipulated period to exercise such options or
subscription rights. The compensation payable for the
issuance of each class "B" share shall consequently be
equal to the amount the company pays into the issued and
paid-up share capital account reserved for class "A"
subordinate shares as compensation for each class "A"
subordinate shares issued further to the exercise of
such options or subscription rights.
3.6.4 The right to subscribe to class "B" shares further to
article 3.6 shall, however, not apply to the issuance of
class "A" subordinate shares:
(a) as share dividends;
(b) solely to employees of the company; or
(c) further to the exchange of class "B" shares for
class "A" subordinate shares pursuant to article 3.3.
3.6.5 For the purposes of article 3.6.1, the expression
"special resolution" shall mean a resolution adopted by
at least two thirds (2/3) of the votes expressed at a
meeting of class "B" shareholders duly convened for such
purpose. The formalities to observe with respect to
service of the notice of meeting of class "B"
shareholders, in addition to the conduct of the meeting
and quorum requirements shall comply with the company
by-laws governing special shareholder meetings.
<Page>
- 14 -
ARTICLE 4 - CLASS "C" SHARES
The rights, privileges, conditions and limitations attached to class "C"
shares as a class are as follows.
4.1 ISSUANCE IN SERIES - (a) Subject to the provisions of the Act,
class "C" shares may, from time to time, be issued in one or
more series. The board of directors may from time to time, in
their entire discretion, prior to share issuance, determine the
number and the description of shares of each series of class "C"
shares in addition to the rights, privileges, conditions and
limitations attached to the shares of any such series of class
"C" shares, including, without restricting the generality of the
foregoing (i) the rate and amount of such dividends, the date
and place for payment of such dividends, and the date commencing
upon which such dividends shall carry interest (ii) the rate or
the amount of the premium payable to their respective holders in
the event of purchase or redemption, and the date commencing
upon which shares of a series may be subject to redemption, in
addition to the method of purchase or redemption (iii) the
conditions applicable to any share purchase options programme in
relation to one or more series (iv) the conditions applicable to
any sinking fund created for the benefit of shareholders of one
or more series (v) the description of shares within any given
series (vi) the share exchange rights applicable to any
particular series of shares or any other series or other class
of shares of the share capital of the company.
(b) The rights, privileges, conditions and limitations
attached to each class "C" share series shall be determined, for
each series, by resolution of the board of directors, who may
create such series prior to the issuance of any class "C" share
of any such series. The issuance of class "C" shares shall be
subject to approval by board of directors' resolution evidenced
by a certificate of amendment referring to the amendment which
creates the share series. Any such resolution of the board of
directors shall not be subject to ratification by the
shareholders.
(c) Notwithstanding any provision to the contrary contained
herein, any share of any class "C" share series shall carry the
same voting rights, conditions and limitations with respect to
voting.
(d) Notwithstanding any contrary provision contained herein,
where amounts payable as dividends, repayment of capital or
premium on the repayment of capital are not paid in full, the
shares of all "C" class series shall participate in the amounts
payable proportionately to the sums which would be payable in
the event of full payment.
<Page>
- 15 -
4.2 VOTING RIGHTS - Subject to the provisions of the Act, class "C"
shareholders as a class are not entitled to receive notices of
meetings nor to assist or vote at either annual or special
shareholders' meetings of the company .
4.3 RANK OF CLASS "C" SHARES WITH RESPECT TO DIVIDENDS - Class "C"
shares shall take preference as a class with respect to the
payment of dividends, ahead of class "A" subordinate shares,
ahead of class "B" shares and ahead of shares of any other class
which ranks after class "C" shares with respect to dividends and
each series shall rank PARI PASSU with any other series for the
purpose of receiving dividends.
4.4 RANK OF CLASS "C" SHARES IN THE EVENT OF LIQUIDATION OR
WINDING-UP - Class "C" shares as a class shall take preference
with respect to repayment of the capital and payment of any
declared dividend which remains unpaid at the time of
distribution, in the event of liquidation or winding-up, ahead
of class "A" subordinate shares, ahead of class "B" shares and
ahead of shares of any other class ranking after class "C"
shares. The shares of this series shall rank PARI PASSU with
shares of any other class "C" share series.
4.5 LIQUIDATION; WINDING-UP - In the event of either voluntary or
forced liquidation or winding-up of the company business, or any
other division of assets of the company among its shareholders
for the purposes of liquidating its business, the holders of
class "C" shares as a class shall be entitled to receive, prior
to any distribution of assets of the company to holders of class
"A" subordinate shares, class "B" shares or shares of any other
class ranking after class "C" shares with respect to
distribution of company assets in the event of liquidation or
winding-up, sums which are due and owing to them pursuant
hereto, a sum equal to the issue price of such shares or, where
such shares are redeemable, a sum equal to the redemption price
in force and effect at the time of distribution and (i) in the
case of any class "C" cumulative share dividends remaining
unpaid (whether declared or not) up until the date of
distribution or (ii) in the case of non-cumulative class "C"
share dividends, any and all non-cumulative declared dividends
which remain unpaid as of the date of distribution.
Class "C" shares do not grant holders any other right to
participate in the profits or assets of the company.
4.6 CREATION OR ISSUANCE OF ADDITIONAL SERIES-
Further to the creation or issuance of an initial series of
class "C" shares, the board of directors of the company may not
create or issue any further class "C" shares series unless, on
the date of creation or issuance as the case may be, (i) any and
all cumulative dividends payable up until the most recently
completed financial period inclusively has been declared and
paid or earmarked for payment to each series of issued and
<Page>
- 16 -
outstanding class "C" cumulative dividend shares and (ii) any
non-cumulative declared and unpaid dividends have been paid or
earmarked for payment with respect to any non-cumulative
dividend class "C" share series which are issued and
outstanding.
4.7 OTHER TERMS AND CONDITIONS - Upon creation of any class "C"
share series, the board of directors may grant to any such
series any other right, privilege, condition or limitation which
they deem appropriate and which is not contrary to the rights,
privileges, conditions and limitations attached to any class "C"
shares as a class.
ARTICLE 5 - AMENDMENT TO THE ARTICLES
5.1 AMENDMENT - Shareholders of any class or, subject to article
5.5, of the series, are entitled to vote separately with respect
to proposed amendments to the articles of the company for the
following purposes:
(a) change the maximum authorised number of shares of such
class and to increase the maximum authorised number of shares of
any other class which grants rights or privileges which are
equal or superior;
(b) have exchanged, re-classified or cancelled all or some
of the shares of such class in a prejudicial manner;
(c) extend, modify or repeal rights, privileges, conditions
or limitations attached to the shares of such class, including
but not limited to,
(i) revoking or amending the right to accumulated or
cumulative dividends in a prejudicial manner,
(ii) extending, revoking or amending redemption rights in a
prejudicial manner,
(iii) reducing or revoking a preference related to dividends
or liquidation, or
(iv) extending, revoking or modifying in a prejudicial manner
rights related to conversion, options, voting rights,
transfers, pre-emptive or acquisition rights of
securities or provisions related to sinking funds;
(d) increase rights or privileges of shares of another class
which grants rights or privileges equal to or superior to those
of such class;
<Page>
- 17 -
(e) create a new share class which is equal or superior to
those of such class;
(f) render equal or superior to shares of such class the
shares of a class which grants lesser rights or privileges;
(g) have exchanged in a prejudicial manner all or some of
the shares of another class against shares of such class and
create a right for such purpose; or
(h) restrict the issuance, transfer or ownership of shares
of such class or modifying or revoking such restrictions.
5.2 VOTING RIGHTS - Article 5.1 shall apply even where shares of the
class grant no voting rights further to company articles, as
amended from time to time. Where a meeting of shareholders of a
specific class is held pursuant to article 5, the shareholders
of a class entitled to vote pursuant to article 5 shall have one
vote per share.
5.3 SEPARATE RESOLUTIONS - The adoption of any amendment to the
articles under article 5.1 is subject to approval by separate
resolution voted by shareholders of each class entitled to vote
pursuant to article 5.1. Any approval of the holders of any
class of shares which is required pursuant to the provisions of
article 5 shall be deemed to have been validly given where it is
contained in a resolution adopted by at least three quarters
(3/4) of the votes expressed at a special meeting of
shareholders of such class, convened for such purpose by at
least fourteen (14) days notice, and where the holders of at
least five percent (5%) of outstanding shares of such class are
present in person or represented by proxy, constituting thereby
the quorum. If the holders of at least five percent (5%) of
outstanding shares of such class are not present or represented
by proxy thirty (30) minutes after the time scheduled for the
meeting, the meeting shall be adjourned to a later date which
falls at least five days later and at least two days prior
notice of such adjourned meeting shall be given. At any such
adjourned meeting, the holders of such shares in such class
present in person or represented by proxy may transact business
for which the meeting was initially convened and a resolution
adopted by such meeting by at least three quarters (3/4) of
votes expressed shall constitute approval of the holders of such
class of shares mentioned hereinabove for the purposes of
article 5, whether the quorum referred to SUPRA is present or
not at the time of the adjourned meeting. Any approval granted
in accordance with the provisions of this article 5.3 shall bind
all holders of any such share class.
5.4 EFFECT OF APPROVAL - The procedure provided for at articles 5.1,
5.2 and 5.3 shall be deemed a compromise or arrangement and
allow the filing of articles of amendment without any further
requirement to satisfy
<Page>
- 18 -
formalities set forth in the Act which relate to compromises and
arrangements.
5.5 VOTING BY SERIES - The holders of shares of any given series
shall not be entitled to vote separately, as provided under
article 5, except with respect to draft amendments described
above which affect that particular series and not the class as a
whole.
ARTICLE 6 - CONVERSION OF COMMON SHARES
Any and all common shares of the share capital of the company which are
issued and outstanding immediately prior to these articles of amendment,
i.e. 1,000,000 shares, are hereby converted into 20,000,000 class "B"
shares of the share capital of the company, i.e. 20 class "B" shares for
each common share, such class "B" shares having the rights and
privileges and being subject to the conditions and limitations described
in the foregoing articles.
ARTICLE 7 - CANCELLATION OF SHARES
Any and all common shares of the share capital of the company which have
not been issued immediately prior to these articles of amendment are
hereby cancelled."
III. Article 6 of the articles of continuance of the company entitled
"Restrictions on share transfers, where applicable", and Schedule II
which form an integral part of the articles of continuance of the
company are hereby replaced by the following:
"There are no restrictions to transfers of shares of the share capital
of the company".
IV. Article 8 of the articles of continuance of the company entitled "Other
provisions" and Schedule III which form an integral part of the articles
of continuance of the company are hereby amended by the repeal of
paragraphs 1 and 2 of Schedule III. Schedule III hereinafter shall only
be comprised of paragraph 3.
<Page>
[logo] Government of Quebec CERTIFICATE OF AMENDMENT
INSPECTOR GENERAL Companies Act
OF FINANCIAL INSTITUTIONS (R.S.Q., c. C-38)
Part IA
I HEREBY CERTIFY THAT THE COMPANY
LE GROUPE JEAN COUTU (PJC) INC.
HAS AMENDED ITS ARTICLES, UNDER PART IA OF THE COMPANIES
ACT, AS INDICATED IN THE ARTICLES OF AMENDMENT ATTACHED
HEREWITH.
DATED 1986 10 09
[seal +logo]
Government of Quebec [signed] Jean-Marie Bouchard
INSPECTOR GENERAL OF Inspector General of Financial Institutions
FINANCIAL INSTITUTIONS 1331-7433
<Page>
[logo] Government of Quebec
INSPECTOR GENERAL
OF FINANCIAL INSTITUTIONS
Form 5
ARTICLES OF AMENDMENT
Companies Act
Part IA
1 Name or enterprise number
LE GROUPE JEAN COUTU (PJC) INC. - THE JEAN COUTU GROUP (PJC) INC.
2 The articles of the company are amended as follows:
The articles of the company are amended by the provisions in Schedule "A"
attached herewith, said Schedule forming an integral part of this Form 5.
3 Effective date, if later than 4 Name (or enterprise number) prior
that on which the documents are to the amendment, if different than
filed (See instructions) the one mentioned in section 1
Signature of Function of
authorised director [signed] Yvon Martineau signatory Director
------------------------------ --------------
Yvon Martineau
________________________________________________________________________________
For official use only 1331-7433
[logo]
Government of Quebec
Filed on
1986 10 09
Inspector General of Financial Institutions
<Page>
SCHEDULE "A"
Schedule "A" of the articles of amendment (Form 5) dated October 9, 1986 of LE
GROUPE JEAN COUTU (PJC) INC. (the "Company"). This Schedule "A" forms an
integral part of the articles of amendment of LE GROUPE JEAN COUTU (PJC) INC.
Form 5 - Articles of amendment
1. Section 2 of the articles of amendment dated August 8, 1986, as well as
Schedule "A" forming an integral part thereof, is hereby amended by the
redesignation of "Class A subordinate shares" to "Class A subordinate
voting shares".
<Page>
[logo] Government of Quebec CERTIFICATE OF AMENDMENT
INSPECTOR GENERAL Companies Act
OF FINANCIAL INSTITUTIONS (R.S.Q., c. C-38)
Part IA
I HEREBY CERTIFY THAT THE COMPANY
LE GROUPE JEAN COUTU (PJC) INC.
AND ITS VERSION
THE JEAN COUTU GROUP (PJC) INC.
HAS AMENDED ITS ARTICLES, UNDER PART IA OF THE COMPANIES
ACT, AS INDICATED IN THE ARTICLES OF AMENDMENT ATTACHED
HEREWITH.
DATED 1986 08 08
[seal +logo]
Government of Quebec [signed] Jean-Marie Bouchard
INSPECTOR GENERAL OF Inspector General of Financial Institutions
FINANCIAL INSTITUTIONS
<Page>
[logo] Government of Quebec
INSPECTOR GENERAL
OF FINANCIAL INSTITUTIONS
Form 5
ARTICLES OF AMENDMENT
Companies Act
Part IA
1 Name or enterprise number
"LE GROUPE JEAN COUTU (PJC) INC." and, in its English version, "THE JEAN COUTU
GROUP (PJC) INC."
2 The articles of the company are amended as follows:
The articles of the company are amended by the provisions in Schedule "A"
attached herewith, said Schedule forming an integral part of this Form 5.
3 Effective date, if later than that 4 Name (or enterprise number) prior
on which the documents are filed to the amendment, if different than
(See instructions) the one mentioned in section 1
N/A SERVICES FARMICO INC.
Signature of Function of Director, President and
authorised director [signed] Jean Coutu signatory Chief Executive Officer
----------------------- -------------------------
________________________________________________________________________________
For official use only 1331-7433
[logo]
Government of Quebec
Filed on
1986 08 08
Inspector General of Financial Institutions
<Page>
SCHEDULE "A"
Schedule A of the articles of amendment (form 5) of SERVICES FARMICO INC., (the
"company"), dated August 8, 1986. This schedule A forms an integral part of the
articles of amendment of SERVICES FARMICO INC.
Form 5 - Articles of Amendment
I. Article 1 of the articles of continuance of the company, dated January
27, 1986, (the "articles of continuance") entitled "Company name or
registration number" is hereby replaced as follows:
"LE GROUPE JEAN COUTU (PJC) INC." and, in its English version, "THE JEAN
COUTU GROUP (PJC) INC."
II. Article 5 of the articles of continuance of the company entitled
"Description of the share capital" and Schedule I, which form an
integral part of the articles of continuance of the company, are hereby
amended as follows:
"The authorised share capital of the company, comprised of an unlimited
number of common shares, without par value (the "common shares"),
including 1,000,000 issued and outstanding common shares as of the date
hereof, all of which are fully paid-up and not subject to calls, is
hereby amended as follows:
(a) by the creation of (i) an unlimited number of class "A"
subordinate shares, without par value, (ii) an unlimited number
of class "B" shares without par value, and (iii) an unlimited
number of class "C" shares without par value which may be issued
in one or more series;
(b) by the conversion of any and all issued and outstanding common
shares as of the date hereof, i.e. 1,000,000 common shares, into
20,000,000 class "B" shares without par value, based on a
conversion ratio of 20 class "B" shares without par value for
each issued and outstanding common share. The class "B" shares
without par value shall have the rights and privileges and be
subject to the conditions and restrictions set forth in these
articles of amendment; and
(c) by the cancellation of any unissued common shares in the share
capital of the company.
Such that, upon receipt of the certificate of amendment ratifying these
articles of amendment, the share capital of the company shall be
comprised of (i) an unlimited number of class "A" subordinate shares
without par value, (ii) an unlimited number of class "B" shares without
par value and (iii) an unlimited number of class "C" shares without par
value which may be issued in one or more
<Page>
- 2 -
series, including 20,000,000 class "B" shares without par value, which
shall be issued and outstanding as fully paid-up and not subject to
calls.
The authorised share capital of the company and all of the rights,
privileges, conditions and limitations attached to restricted class "A"
shares without par value, to class "B" shares without par value and to
class "C" shares without par value as a class are as follows.
ARTICLE 1 - AUTHORISED SHARE CAPITAL
The company is hereby authorised to issue (i) an unlimited number of
restricted class "A" shares without par value (the "class "A"
subordinate shares"), (ii) an unlimited number of class "B" shares
without par value (the "class "B" shares") and (iii) an unlimited number
of class "C" shares without par value, which may be issued in one or
more series (the "class "C" preferred shares").
ARTICLE 2 - CLASS "A" SUBORDINATE SHARES
The rights, privileges, conditions and limitations attached to class "A"
subordinate shares are as follows:
2.1 VOTING RIGHTS - Subject to the provisions of the Companies Act
of the Province of Quebec (R.S.Q., 1977 chapter C-38) and the
regulations adopted pursuant to this Act (the "Act"), holders of
class "A" subordinate shares shall be entitled to receive
notices of meetings and to attend and vote at any annual or
special shareholders' meetings of the company. Each class "A"
subordinate share grants its holder the right to one vote, which
may be exercised personally or by proxy.
2.2 DIVIDENDS - Subject to the preference rights of holders of class
"C" shares and of shares of any other class enjoying a
preference ahead of class "A" subordinate shares in relation to
dividends, and subject to the rights of class "B" shareholders
described hereinafter, the holders of class "A" subordinate
shares shall be entitled to receive and the company may declare
and pay out a dividend on such shares out of company funds
properly allocated to the payment of dividends, upon resolution
by the board of directors of the company (the "board of
directors"). The rate of such dividend shall be determined by
the board of directors. Cheques issued by the company or its
duly appointed agent for such purpose, drawn from a bank listed
at schedule A or schedule B of the Bank Act (S.C., 1980-81-82,
chapter 40) (the "Bank Act") and payable at any branch of such
bank within Canada, shall be issued in payment of such dividends
to the holders of class "A" subordinate shares entitled thereto.
The posting of these cheques shall release and discharge the
company from any liability in relation to such dividends up to
the amount of any sums represented thereby, unless these cheques
are not honoured upon presentation. Subject
<Page>
- 3 -
to any relevant law to the contrary, the amount of any dividend
represented by cheque which has not been presented for payment
within six years following its issue or which otherwise remains
unclaimed for a period of six years commencing on the date when
it was declared payable and allocated for payment, shall revert
to the company.
No dividend shall be declared payable on class "A" subordinate
shares unless a dividend of an equal amount per share has been
simultaneously declared and paid in relation to class "B"
shares, which at such time are issued and outstanding.
2.3 LIQUIDATION; WINDING-UP - In the event of liquidation or
winding-up of the company, whether voluntary or forced, or any
other distribution of assets of the company among shareholders
for the purposes of winding-up the company business, class "A"
subordinate shareholders shall be entitled to receive, in
proportion to the number of class "A" subordinate shares which
they respectively hold, and after payment by the company to
class "C" shareholders and shareholders of any other class
ranking ahead of class "A" subordinate shareholders for purposes
of division of company assets further to liquidation or
winding-up, any sums declared payable in accordance with the
following terms, for each class "A" subordinate share: (i) an
amount equal to the average, per class "A" subordinate share, of
amounts allocated to the issued and outstanding share capital
account kept for class "A" subordinate shares, in addition to,
based on the number of class "A" subordinate shares which they
respectively hold, (ii) any dividends declared on class "A"
subordinate shares which remain unpaid at the time of
distribution.
Furthermore, class "A" subordinate shareholders and class "B"
shareholders shall be entitled to share and share alike, pari
passu, the remaining assets of the company without preference or
distinction, in proportion to the number of shares which they
respectively hold.
2.4 EXCHANGE RIGHT -
2.4.1 Unless the context indicates otherwise, for the purposes
of article 2.4,
(a) "transfer agent" shall mean the transfer agent,
appointed from time to time, for class "A" subordinate
shares;
(b) "control" of a body corporate shall mean
beneficial control, either directly through the holding
of shares or other securities, or indirectly by way of a
trust or contract, or by holding securities in any other
body corporate or otherwise;
<Page>
- 4 -
(c) "bid date" with respect to any bid shall mean
the date when a bid is made;
(d) "Jean Coutu" shall mean Mr Jean Coutu, the
incumbent chairman of the board of directors and
president and chief executive officer of the company as
of the date hereof;
(e) "Coutu family" shall mean Jean Coutu and his
successors, heirs and assigns, or any one of them or any
body corporate controlled by any one of them;
(f) "associate" shall mean the relationship between
a person and (i) a body corporate in which the person
holds shares or securities carrying more than 10% of
voting rights attached to all issued securities, (ii) a
partner of such person , (iii) the trust or estate in
which he or she has a substantial beneficial interest
equivalent to that of an owner or with respect to which
he serves as a trustee, testamentary executor or in a
similar capacity;
(g) "offeror" shall mean any person who makes a bid;
(h) "bid" shall mean a takeover bid, a bid by way of
an exchange of securities or an issuer bid (as defined
by the SECURITIES ACT (Quebec), as amended or re-enacted
from time to time) for the purpose of purchasing class
"B" shares. However, a bid does not include an exempt
bid.
(i) "exempt bid" shall mean:
(A) a bid made to any holders of
class "B" shares which is concurrently
offered at the same price and subject to
identical conditions, to all holders of
class "A" subordinate shares whose most
recent address in the company share
register is in Canada.
(B) a bid to purchase all or some of
the issued and outstanding class "B"
shares on the bid date, provided the
price offered for each class "B" share
shall not exceed 115% of the reference
price for class "A" subordinate shares.
The "reference price" shall be as
defined at article 187 of the regulation
adopted pursuant to the Securities Act
(Quebec) in force and effect as of the
date hereof, or
<Page>
- 5 -
(C) a bid made by any member of the
Coutu Family to any other member of the
Coutu Family;
(j) "person" shall mean a physical person,
association, partnership, government or a body
corporate;
(k) "body corporate" shall mean any entity with a
legal personality, including partnerships and trusts,
notwithstanding its place of business or form of
incorporation;
(l) "majority shareholder" shall mean, from time to
time, any holder of class "B" shares who, on such date,
owns or controls, directly or indirectly, in any manner
whatsoever (including, but without limitation, through
bodies corporate or trust bodies or otherwise)
outstanding shares of any class of the company which
allows them to exercise more than 50% of the voting
rights attached to outstanding shares of all classes of
voting shares of the company as of such date.
Any notice, document or certificate which must be
executed by the majority shareholder for the purposes of
this article 2.4 shall be deemed properly executed
provided that, on the date of execution of such notice,
document or certificate, the relevant person owns or
controls the majority of shares then held by the
majority shareholder. Any such notice, document or
certificate executed in such manner shall be binding
upon all majority shareholders.
2.4.2 Subject to the following sub-paragraphs of this article
2.4, where any bid is made, any class "A" subordinate
share may be exchanged into a class "B" share commencing
on the bid date, in the entire discretion of the holder,
but solely for the purposes of allowing this holder to
accept the bid.
The exercise of the exchange right attached to class "A"
subordinate shares shall be subject to acceptance of the
bid by the majority shareholder and such acceptance
shall be deemed a condition precedent to the exchange.
2.4.3 The exchange right with respect to class "A" subordinate
shares provided for at this article 2.4.2 may be
exercised by written notice delivered to the company at
its head office or to the transfer agent for class "A"
subordinate shares. For such purpose, delivery to any
office of the transfer agent where the transfer of class
"A" subordinate shares may be made shall be deemed
valid. Such notice shall be accompanied by a certificate
or certificates
<Page>
- 6 -
representing the class "A" subordinate shares which the
holder wishes to exchange for class "B" shares, and
shall be executed by the holder or his representative,
specifying the number of class "A" subordinate shares
which the holder wishes to convert into class "B"
shares. Where only some of the class "A" subordinate
shares represented by a certificate accompanying the
notice are marked for exchange, the holder shall
receive, at company expense, a new certificate
describing the class "A" subordinate shares in the
certificate which were delivered in the foregoing
manner, and which may not be exchanged.
2.4.4 Where a holder of class "A" subordinate shares sends the
notice of intent to exchange described at article 2.4.3,
the transfer agent shall be deemed the agent of such
holder for the purposes of the bid and for the purposes
of taking any measures necessary to complete acceptance
of the bid on behalf of such holder, subject to article
2.4.12. The execution of any acceptance form
accompanying the bid by a holder of class "A"
subordinate shares and proper delivery to the transfer
agent, accompanied by any certificates representing such
shares, shall be deemed valid delivery by such holder to
the transfer agent of the notice of intent to exchange.
2.4.5 Where any exchange of class "A" subordinate shares is
made by a holder pursuant to article 2.4.2, the company
shall ensure that the transfer agent issues a
certificate representing class "B" shares resulting from
such exchange in the name of such transfer agent.
2.4.6 The right of any holder of class "A" subordinate shares
to exchange his shares for class "B" shares pursuant to
article 2.4.2 is deemed to have been exercised, and the
holder of class "A" subordinate shares which are to be
exchanged is deemed to be a holder of class "B" shares
for the purposes of the bid, on the date of delivery of
any certificate representing class "A" subordinate
shares which are to be exchanged, accompanied by the
written notice referred to at article 2.4.3,
notwithstanding any delay in the issuance of any
certificates representing class "B" shares for which
such class "A" subordinate shares have been exchanged
pursuant to the bid, subject to the other provisions of
article 2.4.
2.4.7 Following the issuance of a class "B" share certificate
in the name of the transfer agent in his capacity as
agent acting on behalf of any holder pursuant to article
2.4.5, the transfer agent may, in his discretion, or
where applicable, further to the holder's written
instructions, take any measures necessary to finalize
acceptance of such bid on behalf of such holder,
including filing such certificate and any other document
required with the depository further to
<Page>
- 7 -
terms of the bid. In this regard, the transfer agent
may, in his discretion, make a notation on any such
certificate or attach a written notice thereto stating
that class "B" shares represented by such certificate
are subject to certain limitations and conditions, i.e.
those set forth at article 2.4.8, 2.4.9 and 2.4.10
hereof.
2.4.8 Notwithstanding articles 2.4.2 to 2.4.7, where the
transfer agent receives written notice from the majority
shareholder prior to the expiration date of any bid
stating that the majority shareholder does not intend to
accept the bid,
(a) the exchange right described at article 2.4.2
shall be deemed never to have been exercised;
(b) the transfer agent shall no longer be deemed to
be acting on behalf of class "A" subordinate
shareholders for the purposes of accepting the bid;
(c) the class "A" subordinate shares exchanged for
class "B" shares on or prior to such date shall be
deemed never to have been exchanged and shall
consequently continue to be deemed class "A" subordinate
shares. This also applies to any shares already received
and paid for by the offeror pursuant to terms of the
bid; and
(d) the transfer agent shall take any necessary
measures to ensure that any holders of the class "A"
subordinate shares which are deemed never to have been
exchanged shall receive any relevant certificates
representing such class "A" subordinate shares and make
the necessary entries in the company shareholders'
register to give full and force and effect to the
foregoing.
2.4.9 In relation to any bid, where the offeror, for any
reason whatsoever, does not take delivery of the shares
described in the bid and does not pay the price therefor
or, where the offeror accepts delivery of a lower number
of shares deposited for purposes of acceptance of the
bid and only pays for such reduced number, and
notwithstanding the provisions of articles 2.4.2 to
2.4.7,
(a) the class "A" subordinate shares exchanged for
class "B" shares for the purposes of the bid which have
not been received and paid for shall be deemed never to
have been exchanged into class "B" shares and shall
continue to be deemed class "A" subordinate shares, and
<Page>
- 8 -
(b) the transfer agent shall take any necessary
measures to ensure that any deemed holders of class "A"
subordinate shares which are deemed never to have been
exchanged shall receive any certificates necessary
representing class "A" subordinate shares and shall make
all necessary and relevant entries in the company
shareholders' register to give force and effect to the
foregoing.
2.4.10 Any class "B" shares resulting from the exchange of
class "A" subordinate shares for the purposes of
acceptance of a bid shall allow holders one vote per
share, notwithstanding the provisions of 3.1. and shall
be deemed to be class "A" subordinate shares,
notwithstanding the exchange, with respect to the rights
of holders to receive any dividend paid on shares of the
company up until the date where the offeror has taken
delivery and paid the bid price or, where applicable,
after such date in the case of paid-up and delivered
class "A" subordinate shares which fall within the scope
of article 2.4.8.
2.4.11 Any monies paid by an offeror for shares, and received
by the transfer agent acting in his capacity as agent
for holders of class "A" subordinate shares, shall be
paid by the transfer agent to each class "A" subordinate
shareholder based on a pro rata of shares held
immediately prior to the exchange.
2.4.12 Any holder class "A" subordinate shares shall be
entitled to give written instructions to the transfer
agent acting on his behalf to exercise any right of such
holder in relation to the bid, including the right to
withdraw securities deposited in response to the bid, or
where applicable, the right to accept or refuse any
subsequent bid placed following an initial bid.
2.4.13 Any costs and expenses incurred by the transfer agent in
the performance of the foregoing provisions shall be
paid by the company.
2.4.14 The transfer agent shall send written notice to holders
of class "A" subordinate shares immediately following
the bid date, which shall substantially reproduce the
contents of articles 2.4.1 to 2.4.13. Such notice shall
be accompanied by any other document or form which the
company or transfer agent deems, in its discretion,
useful or necessary for the purpose of allowing holders
of class "A" subordinate shares to exercise their rights
further to such provisions.
2.5 RANK OF CLASS "A" SUBORDINATE SHARES - Class "A" subordinate
shares shall take preference (i) for purposes of payment of
dividends, after class "C"
<Page>
- 9 -
shares and shares of any other class ranking ahead of Class "A"
subordinate shares, and PARI PASSU with class "B" shares (ii)
for purposes of repayment of capital and the payment of any
declared but unpaid dividend during any distribution further to
liquidation or winding-up of the company, after class "C" shares
and the shares of any other class ranking ahead of Class "A"
subordinate shares and PARI PASSU with class "B" shares (iii)
for purposes of dividing the remaining assets of the company in
the event of liquidation or winding-up, PARI PASSU with class
"B" shares.
ARTICLE 3 - CLASS "B" SHARES
The rights, privileges, conditions and limitations attached to class "B"
shares are as follows.
3.1 VOTING RIGHTS - Subject to the Act and the provisions hereof,
the holders of class "B" shares shall be entitled to receive notices of
meetings and to attend and vote at any annual or special shareholder
meetings of the company. Each class "B" share shall confer upon its
holder the right to 10 votes which may be exercised in person or by
proxy, subject to article 2.4.10.
In the event that the Coutu Family, as defined at article 2.4.1 (e)
ceases to be the beneficial owner, directly or indirectly in any manner
whatsoever, (including, without restricting the generality of the
foregoing, through bodies corporate, trusts or otherwise) of outstanding
shares in the company of any class whatsoever which allows it to
exercise more than 50% of the voting rights attached to the outstanding
shares of all classes of voting shares in the share capital of the
company, all class "B" shares shall immediately cease to carry 10 votes
per share and each class "B" share as of such date shall only carry one
vote per share, the whole without any further formal requirement or
measure to be taken by the company.
3.2 DIVIDENDS - Subject to the preference rights of holders of class
"C" shares and shares of any other class ranking ahead of class
"B" shares with respect to dividends, and subject to the rights
of holders of restricted class "A" shares described hereinafter,
the holders of class "B" shares shall be entitled to receive and
the company may declare and pay out a dividend on such shares
out of company funds properly allocated to the payment of
dividends, upon resolution by the board of directors of the
company. The rate of such dividend shall be determined by the
board of directors. Cheques issued by the company or its duly
appointed agent for such purpose, drawn from a bank listed at
schedule A or schedule B of the Bank Act, and payable at any
branch of such bank within Canada, shall be issued in payment of
such dividends to the holders of class "B" shares entitled
thereto. The posting of these cheques shall release and
discharge
<Page>
- 10 -
the company from any liability in relation to such dividends up
to the amount of any sums represented thereby, unless these
cheques are not honoured upon presentation. Subject to any
relevant law to the contrary, the amount of any dividend
represented by cheque which has not been presented for payment
within six years following its issue or which otherwise remains
unclaimed for a period of six years commencing on the date when
it was declared payable and allocated for payment, shall revert
to the company.
No dividend shall be declared payable on class "B" shares unless
a dividend of an equal amount per share has been simultaneously
declared and paid in relation to class "A" subordinate shares,
which at such time are issued and outstanding.
3.3 EXCHANGE RIGHT - In accordance with this article 3, the holder
of any class "B" shares shall be entitled, in his discretion and
from time to time, to exchange all or some of the class "B"
shares which he holds for class "A" subordinate shares which are
fully paid-up and not subject to call as follows, i.e. (1) one
class "A" subordinate share for each class "B" share exchanged.
(a) The exercise of this exchange right shall be subject to
approval, where required, at the time of the exchange by any
stock exchange where class "A" subordinate shares are listed in
addition to the approval of any securities commission or other
similar body whose approval is required.
(b) The exchange of one or more class "B" shares into class
"A" subordinate shares shall be made by delivery of certificates
representing the class "B" shares exchanged, by their respective
holders at any time during normal business hours, (i) to any
office of any transfer agent of the company where class "B"
shares may be transferred or, where there is no transfer agent,
(ii) at the head office of the company, addressed to the
secretary of the company and in any event accompanied by a
written document confirming receipt in a form deemed
satisfactory by the company, duly executed by the registered
holder of class "B" shares exchanged or by proxy duly authorised
in writing (the authenticity of the aforesaid signature shall be
certified in the form and manner required by the board of
directors at the relevant time). Further to such document, the
class "B" shareholder shall elect to exchange all or solely some
of the class "B" shares registered in his name. Where a holder
elects to exchange solely a portion of the class "B" shares
registered in his name, the company shall issue and deliver or
ensure that such delivery be made to such holder, at company
expense, of a new certificate representing the class "B" shares
which have not yet been included as part of the exchange.
<Page>
- 11 -
(c) As soon as practicable after delivery of any class "B"
share intended for purposes of exchange as provided for
hereunder, the company shall issue and deliver or shall ensure
that delivery be made to the holder of class "B" shares so
delivered, one or more certificates issued in his name or any
other name which may be disclosed to the company by such holder,
representing the number of class "A" subordinate shares fully
paid-up and not subject to call, to which this holder is
entitled further to the exchange. This exchange shall be deemed
made at the closing time for business on the date where the
certificates representing the exchanged class "B" shares shall
have been delivered for purposes of exchange. Where upon such
date the authorisations referred to at article 3.3 (a) have yet
to be obtained, the rights of a class "B" shareholder as a
holder of such shares shall cease upon the date the
authorizations are granted, such that the person entitled to
receive the restricted class "A" shares further to the exchange
shall be deemed for all purposes to be the registered holder of
such class "A" subordinate shares at such time.
(d) The registered holder of class "B" shares on the
reference date elected by the company for the purposes of
determining class "B" shareholders entitled to receive dividends
declared on such class "B" shares shall be entitled to receive
such dividend notwithstanding the fact that the class "B" shares
which he holds have been exchanged for class "A" subordinate
shares in accordance with the foregoing terms and conditions,
after the reference date but prior to the date of payment of
such dividend. Furthermore, the holders of class "A" subordinate
shares issued further to the exchange shall be entitled to rank
PARI PASSU with the registered holders of any other class "A"
subordinate share in connection with any dividends declared
payable to holders of class "A" subordinate shares registered on
the relevant reference date, provided always that such reference
date is later than the exchange date.
(e) No subdivision or consolidation of (i) class "A"
subordinate shares or (ii) class "B" shares may be carried out,
unless, as the case may be (i), class "B" shares or (ii) class
"A" subordinate shares are subdivided or consolidated in an
identical manner.
(f) The issue of certificates representing class "A"
subordinate shares issued further to a class "B" share exchange
into class "A" subordinate shares shall be subject to no charge
to holders of class "B" shares carrying out such exchange.
However, the company shall not be liable nor subject to pay any
taxes which may be imposed upon the person receiving such class
"A" subordinate shares issued further to the exchange.
(g) Any and all class "B" shares exchanged into class "A"
subordinate shares further to the foregoing provisions shall be
cancelled.
<Page>
- 12 -
(h) At the time of the exchange, the issued and paid-up
share capital account kept for class "B" shares shall be reduced
and the issued and paid-up share capital account for class "A"
subordinate shares shall be increased in amounts equal to the
result obtained by dividing (i) the product obtained by
multiplying the amount appearing in the issued and paid-up share
capital account kept for class "B" shares, by the number of
class "B" shares exchanged by (ii) the aggregate number of
issued and outstanding class "B" shares immediately prior to
such exchange.
3.4 LIQUIDATION; WINDING-UP - In the event of liquidation or
winding-up of the company, whether voluntary or forced, or any
other distribution of assets of the company among shareholders
for the purposes of winding up the company business, class "B"
shareholders shall be entitled to receive, in proportion to the
number of class "B" shares which they respectively hold, and
after payment by the company to class "C" shareholders and
shareholders of any other class ranking ahead of class "B"
shareholders for purposes of division of company assets further
to liquidation or winding-up, any sums declared payable in
accordance with the following terms, for each class "B" share:
(i) an amount equal to the average, per class "B" share, of
amounts allocated to the issued and outstanding share capital
account kept for class "B" shares, in addition to, based on the
number of class "B" shares which they respectively hold, (ii)
any dividends declared on class "B" shares which remain unpaid
at the time of distribution.
Furthermore, class "B" shareholders and class "A"
subordinate shareholders shall be entitled to share and share
alike, pari passu, the remaining assets of the company without
preference or distinction, in proportion to the number of shares
which they respectively hold.
3.5 RANK OF CLASS "B" SHARES - Class "B" shares shall take
preference (i) for purposes of payment of dividends, after class
"C" shares and shares of any other class ranking ahead of class
"B" shares, and PARI PASSU with class "A" subordinate shares
(ii) for purposes of repayment of capital and the payment of any
declared but unpaid dividend during any distribution further to
liquidation or winding-up of the company, after class "C" shares
and the shares of any other class ranking ahead of class "B"
shares and PARI PASSU with class "A" subordinate shares (iii)
for purposes of dividing the remaining assets of the company in
the event of liquidation or winding-up, PARI PASSU with class
"A" subordinate shares.
3.6 ISSUANCE OF CLASS "B" SHARES -
3.6.1 Where any class "B" shares remain outstanding, the
company may only issue class "A" subordinate shares
provided the holders of class "B" shares consent thereto
by special resolution (as defined at article 3.6.5),
unless at the time of issuance and in the manner
<Page>
- 13 -
determined by the board of directors, class "B"
shareholders are granted the option to subscribe in
proportion to the number of class "B" shares they
respectively hold (but not including fractions, subject
however to article 3.6.2), to a number of class "B"
shares such that, were class "B" shareholders to
subscribe to all class "B" shares to which they are
entitled, the percentage of voting rights attached to
issued and outstanding class "B" shares immediately
after such subscription, expressed as a ratio of
aggregate voting rights attached to all issued and
outstanding shares immediately following the issuance of
class "A" subordinate shares, would remain the same as
immediately prior to such issuance, failing which
compensation for each class "B" share shall be paid
which is equal to the amount that the company has paid
into the issued and paid-up share capital account kept
for class "A" subordinate shares for each of the class
"A" subordinate shares which it issues at such time.
3.6.2 The right to subscribe to class "B" shares in accordance
with article 3.6.1 may not be assigned, except between
holders of class "B" shares at the time any bid is made
pursuant to article 3.6.1.
3.6.3 In the event of issuance of class "A" subordinate shares
further to the exercise of options or subscription
rights granted by the company, the latter shall offer
such subscription rights to the class "B" shareholders
referred to at article 3.6.1 upon expiration of the
stipulated period to exercise such options or
subscription rights. The compensation payable for the
issuance of each class "B" share shall consequently be
equal to the amount the company pays into the issued and
paid-up share capital account reserved for class "A"
subordinate shares as compensation for each class "A"
subordinate shares issued further to the exercise of
such options or subscription rights.
3.6.4 The right to subscribe to class "B" shares further to
article 3.6 shall, however, not apply to the issuance of
class "A" subordinate shares:
(a) as share dividends;
(b) solely to employees of the company; or
(c) further to the exchange of class "B" shares for
class "A" subordinate shares pursuant to article 3.3.
3.6.5 For the purposes of article 3.6.1, the expression
"special resolution" shall mean a resolution adopted by
at least two thirds
<Page>
- 14 -
(2/3) of the votes expressed at a meeting of class "B"
shareholders duly convened for such purpose. The
formalities to observe with respect to service of the
notice of meeting of class "B" shareholders, in addition
to the conduct of the meeting and quorum requirements
shall comply with the company by-laws governing special
shareholder meetings.
ARTICLE 4 - CLASS "C" SHARES
The rights, privileges, conditions and limitations attached to class "C"
shares as a class are as follows.
4.1 ISSUANCE IN SERIES - (a) Subject to the provisions of the Act,
class "C" shares may, from time to time, be issued in one or
more series. The board of directors may from time to time, in
their entire discretion, prior to share issuance, determine the
number and the description of shares of each series of class "C"
shares in addition to the rights, privileges, conditions and
limitations attached to the shares of any such series of class
"C" shares, including, without restricting the generality of the
foregoing (i) the rate and amount of such dividends, the date
and place for payment of such dividends, and the date commencing
upon which such dividends shall carry interest (ii) the rate or
the amount of the premium payable to their respective holders in
the event of purchase or redemption, and the date commencing
upon which shares of a series may be subject to redemption, in
addition to the method of purchase or redemption (iii) the
conditions applicable to any share purchase options programme in
relation to one or more series (iv) the conditions applicable to
any sinking fund created for the benefit of shareholders of one
or more series (v) the description of shares within any given
series (vi) the share exchange rights applicable to any
particular series of shares or any other series or other class
of shares of the share capital of the company.
(b) The rights, privileges, conditions and limitations
attached to each class "C" share series shall be determined, for
each series, by resolution of the board of directors, who may
create such series prior to the issuance of any class "C" share
of any such series. The issuance of class "C" shares shall be
subject to approval by board of directors' resolution evidenced
by a certificate of amendment referring to the amendment which
creates the share series. Any such resolution of the board of
directors shall not be subject to ratification by the
shareholders.
(c) Notwithstanding any provision to the contrary contained
herein, any share of any class "C" share series shall carry the
same voting rights, conditions and limitations with respect to
voting.
<Page>
- 15 -
(d) Notwithstanding any contrary provision contained herein,
where amounts payable as dividends, repayment of capital or
premium on the repayment of capital are not paid in full, the
shares of all "C" class series shall participate in the amounts
payable proportionately to the sums which would be payable in
the event of full payment.
4.2 VOTING RIGHTS - Subject to the provisions of the Act, class "C"
shareholders as a class are not entitled to receive notices of
meetings nor to assist or vote at either annual or special
shareholders' meetings of the company .
4.3 RANK OF CLASS "C" SHARES WITH RESPECT TO DIVIDENDS - Class "C"
shares shall take preference as a class with respect to the
payment of dividends, ahead of class "A" subordinate shares,
ahead of class "B" shares and ahead of shares of any other class
which ranks after class "C" shares with respect to dividends and
each series shall rank PARI PASSU with any other series for the
purpose of receiving dividends.
4.4 RANK OF CLASS "C" SHARES IN THE EVENT OF LIQUIDATION OR
WINDING-UP - Class "C" shares as a class shall take preference
with respect to repayment of the capital and payment of any
declared dividend which remains unpaid at the time of
distribution, in the event of liquidation or winding-up, ahead
of class "A" subordinate shares, ahead of class "B" shares and
ahead of shares of any other class ranking after class "C"
shares. The shares of this series shall rank PARI PASSU with
shares of any other class "C" share series.
4.5 LIQUIDATION; WINDING-UP - In the event of either voluntary or
forced liquidation or winding-up of the company business, or any
other division of assets of the company among its shareholders
for the purposes of liquidating its business, the holders of
class "C" shares as a class shall be entitled to receive, prior
to any distribution of assets of the company to holders of class
"A" subordinate shares, class "B" shares or shares of any other
class ranking after class "C" shares with respect to
distribution of company assets in the event of liquidation or
winding-up, sums which are due and owing to them pursuant
hereto, a sum equal to the issue price of such shares or, where
such shares are redeemable, a sum equal to the redemption price
in force and effect at the time of distribution and (i) in the
case of any class "C" cumulative share dividends remaining
unpaid (whether declared or not) up until the date of
distribution or (ii) in the case of non-cumulative class "C"
share dividends, any and all non-cumulative declared dividends
which remain unpaid as of the date of distribution.
Class "C" shares do not grant holders any other right to
participate in the profits or assets of the company.
<Page>
- 16 -
4.6 CREATION OR ISSUANCE OF ADDITIONAL SERIES-
Further to the creation or issuance of an initial series of
class "C" shares, the board of directors of the company may not
create or issue any further class "C" shares series unless, on
the date of creation or issuance as the case may be, (i) any and
all cumulative dividends payable up until the most recently
completed financial period inclusively has been declared and
paid or earmarked for payment to each series of issued and
outstanding class "C" cumulative dividend shares and (ii) any
non-cumulative declared and unpaid dividends have been paid or
earmarked for payment with respect to any non-cumulative
dividend class "C" share series which are issued and
outstanding.
4.7 OTHER TERMS AND CONDITIONS - Upon creation of any class "C"
share series, the board of directors may grant to any such
series any other right, privilege, condition or limitation which
they deem appropriate and which is not contrary to the rights,
privileges, conditions and limitations attached to any class "C"
shares as a class.
ARTICLE 5 - AMENDMENT TO THE ARTICLES
5.1 AMENDMENT - Shareholders of any class or, subject to article
5.5, of the series, are entitled to vote separately with respect
to proposed amendments to the articles of the company for the
following purposes:
(a) change the maximum authorised number of shares of such
class and to increase the maximum authorised number of shares of
any other class which grants rights or privileges which are
equal or superior;
(b) have exchanged, re-classified or cancelled all or some
of the shares of such class in a prejudicial manner;
(c) extend, modify or repeal rights, privileges,
conditions or limitations attached to the shares of such class,
including but not limited to,
(i) revoking or amending the right to accumulated or
cumulative dividends in a prejudicial manner,
(ii) extending, revoking or amending redemption rights in a
prejudicial manner,
(iii) reducing or revoking a preference related to dividends
or liquidation, or
(iv) extending, revoking or modifying in a prejudicial manner
rights related to conversion, options, voting rights,
transfers, pre-emptive
<Page>
- 17 -
or acquisition rights of securities or provisions
related to sinking funds;
(d) increase rights or privileges of shares of another class
which grants rights or privileges equal to or superior to those
of such class;
(e) create a new share class which is equal or superior to
those of such class;
(f) render equal or superior to shares of such class the
shares of a class which grants lesser rights or privileges;
(g) have exchanged in a prejudicial manner all or some of
the shares of another class against shares of such class and
create a right for such purpose; or
(h) restrict the issuance, transfer or ownership of shares
of such class or modifying or revoking such restrictions.
5.2 VOTING RIGHTS - Article 5.1 shall apply even where shares of the
class grant no voting rights further to company articles, as
amended from time to time. Where a meeting of shareholders of a
specific class is held pursuant to article 5, the shareholders
of a class entitled to vote pursuant to article 5 shall have one
vote per share.
5.3 SEPARATE RESOLUTIONS - The adoption of any amendment to the
articles under article 5.1 is subject to approval by separate
resolution voted by shareholders of each class entitled to vote
pursuant to article 5.1. Any approval of the holders of any
class of shares which is required pursuant to the provisions of
article 5 shall be deemed to have been validly given where it is
contained in a resolution adopted by at least three quarters
(3/4) of the votes expressed at a special meeting of
shareholders of such class, convened for such purpose by at
least fourteen (14) days notice, and where the holders of at
least five percent (5%) of outstanding shares of such class are
present in person or represented by proxy, constituting thereby
the quorum. If the holders of at least five percent (5%) of
outstanding shares of such class are not present or represented
by proxy thirty (30) minutes after the time scheduled for the
meeting, the meeting shall be adjourned to a later date which
falls at least five days later and at least two days prior
notice of such adjourned meeting shall be given. At any such
adjourned meeting, the holders of such shares in such class
present in person or represented by proxy may transact business
for which the meeting was initially convened and a resolution
adopted by such meeting by at least three quarters (3/4) of
votes expressed shall constitute approval of the holders of such
class of shares mentioned hereinabove for the purposes of
article 5, whether the quorum referred to SUPRA is present or
not at the time
<Page>
- 18 -
of the adjourned meeting. Any approval granted in accordance
with the provisions of this article 5.3 shall bind all holders
of any such share class.
5.4 EFFECT OF APPROVAL - The procedure provided for at articles 5.1,
5.2 and 5.3 shall be deemed a compromise or arrangement and
allow the filing of articles of amendment without any further
requirement to satisfy formalities set forth in the Act which
relate to compromises and arrangements.
5.5 VOTING BY SERIES - The holders of shares of any given series
shall not be entitled to vote separately, as provided under
article 5, except with respect to draft amendments described
above which affect that particular series and not the class as a
whole.
ARTICLE 6 - CONVERSION OF COMMON SHARES
Any and all common shares of the share capital of the company which are
issued and outstanding immediately prior to these articles of amendment,
i.e. 1,000,000 shares, are hereby converted into 20,000,000 class "B"
shares of the share capital of the company, i.e. 20 class "B" shares for
each common share, such class "B" shares having the rights and
privileges and being subject to the conditions and limitations described
in the foregoing articles.
ARTICLE 7 - CANCELLATION OF SHARES
Any and all common shares of the share capital of the company which have
not been issued immediately prior to these articles of amendment are
hereby cancelled."
III. Article 6 of the articles of continuance of the company entitled
"Restrictions on share transfers, where applicable", and Schedule II
which form an integral part of the articles of continuance of the
company are hereby replaced by the following:
"There are no restrictions to transfers of shares of the share capital
of the company".
IV. Article 8 of the articles of continuance of the company entitled "Other
provisions" and Schedule III which form an integral part of the articles
of continuance of the company are hereby amended by the repeal of
paragraphs 1 and 2 of Schedule III. Schedule III hereinafter shall only
be comprised of paragraph 3.
<Page>
[logo] Government of Quebec CERTIFICATE OF CONTINUANCE
INSPECTOR GENERAL Companies Act
OF FINANCIAL INSTITUTIONS (R.S.Q., c. C-38)
Part IA
I hereby certify that the company
SERVICES FARMICO INC.
has continued its existence under Part IA of the
Companies Act, as indicated in the articles of
continuance attached herewith.
Dated 1986 01 27
[seal +logo]
Government of Quebec [signed] Jean-Marie Bouchard
INSPECTOR GENERAL OF Inspector General of Financial Institutions
FINANCIAL INSTITUTIONS
<Page>
[logo] Government of Quebec
INSPECTOR GENERAL
OF FINANCIAL INSTITUTIONS
Form 7
ARTICLES OF CONTINUANCE
Companies Act
Part 1A
1 Name or enterprise number
SERVICES FARMICO INC.
2 Judicial district in 3 Precise number or 4 Effective date if later
Quebec where the head minimum and maximum than that on which the
office is to be situated number of directors documents are filed
Longueuil one (1) to fifteen (15)
5 Share capital description
See Schedule I forming an integral part of this Form 7.
6 Restrictions on the transfer of shares, if applicable
See Schedule II forming an integral part of this Form 7.
7 Limits on activity, if applicable
None
8 Other provisions
See Schedule III forming an integral part of this Form 7.
9 Name (or enterprise number) prior to the continuance, if different than the
one mentioned in section 1.
Signature of Function of
authorised director [signed] Jean Coutu signatory President and Director
---------------------- -----------------------
Jean Coutu
________________________________________________________________________________
For official use only 1331-7425
[logo]
Government of Quebec
Filed on
1986-01-27
Inspector General of Financial Institutions
C-217 (83-04)
<Page>
SCHEDULE I
5 - SHARE CAPITAL DESCRIPTION
[Schedule I to the articles of continuance - Form 7 (Part 1A of the Companies
Act) of SERVICES FARMICO INC.]
An unlimited number of common shares without par value, of which one million
[1 000 000] common shares of the share capital of the Company are issued and
outstanding.
COMMON SHARES
The common shares shall have the following rights and privileges and shall be
subject to the following conditions, restrictions and limitations:
1. The holders of common shares shall have the right to receive notices of
meetings and to attend and vote at all meetings of the shareholders of
the Company and each common share shall confer to its holder the right
to one (1) vote to be exercised in person or by proxy at all meetings of
the shareholders of the company.
2. The holders of common shares shall be entitled to receive each year, at
the discretion of the directors, dividends which may be paid in monies
or in property or by the issue of fully paid shares of the Company, at
the discretion of the directors.
3. In the event of the dissolution or liquidation of the Company or other
distribution of its assets, intentional or forced, the holders of common
shares shall be entitled to receive the remaining assets of the Company,
in proportion to the number of shares which they respectively hold.
<Page>
SCHEDULE II
6 - RESTRICTIONS ON THE TRANSFER OF SHARES
[Schedule II of the articles of continuance - Form 7 (Part 1A of the Companies
Act) of SERVICES FARMICO INC.]
No shares of the Company shall be transferred or assigned without the consent of
the majority of the directors, expressed and certified by a resolution appearing
on record of the Board of directors.
<Page>
SCHEDULE III
8 - OTHER PROVISIONS
[Schedule III of the articles of continuance - Form 7 (Part 1A of the Companies
Act) of SERVICES FARMICO INC.]
1. The number of the Company's shareholders shall be limited to fifty (50),
not including persons who are or were in the employment of the Company
or of a subsidiary of the Company, two (2) or more persons holding one
(1) or more shares jointly being counted as a sole shareholder.
2. Any invitation to the public for the subscription or the offering of
securities issued by the Company is prohibited.
3. When they deem it necessary, the directors of the Corporation may:
(a) borrow money upon the credit of the Company;
(b) issue bonds or other securities of the Company and pledge or
sell them at prices and for amounts deemed appropriate;
(c) notwithstanding the provisions of the Civil Code, mortgage,
hypothecate or pledge any movable or immovable property, present
or future, of the Company, to secure the payment of the said
bonds or other securities, or provide a part only of the
guarantees for the same purposes; and establish the mortgage,
hypothec or pledge mentioned above by way of a trust deed, in
accordance with the provisions of the Special Corporate Powers
Act (R.S.Q. 1977, c. P-16), or in any other way permissible by
law in Canada or in one of its provinces; and
(d) mortgage or hypothecate the immovables or pledge or otherwise
charge the movable property of the Company, or give guarantees
to secure the payment of the loans made in a manner other than
by the issue of bonds, as well as the payment or performance of
any other debt, contract or undertaking of the Company.
The directors of the Company may, by resolution or by-law, delegate the powers
referred to in the preceding subparagraphs to any director or officer of the
Company, to such extent and in such manner as may be set out in the resolution
or by-law.