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EXHIBIT 3.4
[Translation]
VIDEOTRON LTEE
(the "Company")
BY-LAW AUTHORIZING THE CREATION OF
SERIES G CUMULATIVE FIRST PREFERRED SHARES
OF THE SHARE CAPITAL
being
BY-LAW NUMBER 2004-1
BE IT ENACTED AND IT IS HEREBY ENACTED AS BY-LAW NO. 2004-1 OF THE COMPANY AS
FOLLOWS:
1. This by-law authorizes the creation of an additional series of preferred
shares, i.e., Series G Preferred Shares, the rights, privileges,
restrictions and conditions of which are more fully described in
Schedule 1 hereto, which forms an integral part hereof.
2. Pursuant to this by-law, the President and the Secretary of the Company
are authorized and instructed and have the power to sign this by-law for
and on behalf of the Company and their signature hereto shall be deemed
conclusive evidence of the approval of this by-law by the board of
directors and the shareholder of the Company.
3. Any director or officer of the Company is hereby authorized and has the
power to sign and deliver, for and on behalf of the Company, all such
deeds, documents, contracts and agreements, to make any representation,
to deliver or have delivered any certificate and to do such other acts
and things as he or she may deem necessary, in his or her full
discretion, to give effect to this by-law, including, without limitation,
the filing of articles of amendment to give effect to the creation of the
preferred shares, as provided in this by-law.
By-law number 2004-1, adopted and signed on January 16, 2004.
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/s/ ROBERT DEPATIE /s/ J. SERGE SASSEVILLE
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Robert Depatie J. Serge Sasseville
President Secretary
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SCHEDULE 1
TO THE ARTICLES OF AMENDMENT OF
VIDEOTRON LTEE
PREFERRED SHARES, SERIES G
In addition to the rights, privileges, conditions and restrictions attaching
to the serried preferred shares, the Preferred Shares, Series G, without par
value shall carry the following rights, privileges, conditions and restrictions:
1. RANKING OF PREFERRED SHARES SERIES G
Preferred series G shares shall rank in preference to the holders of Common
Shares and the other shares of the Company with respect to priority in the
payment of dividends and in the distribution of assets of the Company in the
event of the liquidation or dissolution of the Company, whether voluntarily
or involuntarily, or any other distribution of the assets of the Company
among its shareholders for the purpose of winding-up its affairs.
2. DIVIDENDS
The holders of record of the Series G Shares shall be entitled to receive,
in each fiscal year of the Company, fixed cumulative preferential dividends
at the rate of 11.25% per share per annum, calculated daily on the
Redemption Price (as hereinafter defined) of the Series G Shares. The said
dividends shall be cumulative from the respective dates of issue of each
Series G Share.
For greater certainty, it is hereby declared that (a) wherever used in this
Section 2, the expression "dividends at the rate of 11.25% per share per
annum" shall mean, in respect of Series G Shares, dividends computed at that
rate for at least the number of days during which such share was outstanding
during the fiscal year in respect of which the computation is being made and
(b) nothing herein contained or implied shall require prorating of dividends
in respect of any shares not outstanding for the whole of any period for or
in respect of which such dividends are being accumulated. The directors of
the Company may, however, in their discretion, prorate dividends in respect
of any shares not outstanding for the whole of any period for or in respect
of which dividends are being accumulated if such right of prorating was
reserved by the Company at the time of the issue of such shares.
All dividends declared on the Series C Shares shall be payable semi-annually
on a cumulative basis on the 20th day of the months of June and December in
each year, at such place as the directors of the Company may determine from
time to time, in cash or by certified cheque, bank draft or wire transfer,
provided that in respect of any payment of dividends denominated in a
currency other than Canadian, the applicable exchange rate shall be that
published by the Bank of Canada in effect on the date of payment.
The holders of Series G Shares shall only be entitled to receive the
aforementioned dividends. No dividends may be paid on any shares ranking
junior to the Series G Shares unless all dividends which shall have become
payable on the Series G Shares have been paid or set aside for payment.
3. LIQUIDATION
In the event of the liquidation, dissolution or reorganization of the
Company or any other distribution of its assets among its shareholders for
the purpose of winding-up its affairs, whether voluntarily or involuntarily,
the holders of Series G Shares shall be entitled to receive, in preference
to the holders of Common Shares, an amount equal to the Redemption Price (as
hereinafter defined) of each Series G Share held and any accumulated and
unpaid dividends with respect thereto.
4. VOTING RIGHTS
Holders of Series G Shares shall not be entitled to receive notice of, and
to attend or vote at, any meeting of the shareholders of the Company, unless
the Company shall have failed to pay eight (8) semi-annual dividends
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on the Series G Shares, whether or not consecutive. In that event and only
for so long as any such dividends remain in arrears, the holders of
Series G Shares shall be entitled to receive notice of, and to attend and
vote at, all shareholders' meetings, except meetings at which only holders
of another specified series or class of shares are entitled to vote. At each
such meeting, each Series G Share shall entitle the holder thereof to one
(1) vote.
5. RETRACTION RIGHTS
Each holder of Series G Shares shall be entitled, at its discretion, upon
prior written notice of not less than one (1) business day to the Company,
to require the Company to redeem all or part of such holder's Series G
Shares for an aggregate amount equal to the Redemption Price (as hereinafter
defined) and any accumulated but unpaid dividends with respect thereto,
payable, subject to the provisions of the Act in this regard, upon
presentation and surrender by such holder of Series G Shares of the
certificate(s) representing such number of Series G Shares to be redeemed
(the date on which such presentation and surrender occurs being the
"Retraction Date"). As of the Retraction Date, the Series G Shares shall be
considered redeemed and the Company shall pay to such holder of Series G
Shares the Redemption Price (as hereinafter defined) and any accumulated but
unpaid dividends with respect thereto, in the manner described in
Section 7. In the event the Company is unable to pay the Redemption Price of
the Series G Shares as of the Retraction Date, it shall forthwith give the
holder of Series G Shares written notice thereof.
6. REDEMPTION RIGHTS
The Company shall have the right, at its option, subject to the provisions
of the Act in this regard, to redeem at any time all or from time to time
any of the Series G Shares then outstanding upon giving notice as
hereinafter provided, on payment to the holders of the Series G Shares of an
aggregate amount equal to the Redemption Price (as hereinafter defined) plus
all dividends accumulated on such Series G Shares being redeemed and
remaining unpaid. In the case of partial redemption, the Series G Shares to
be redeemed shall be selected PRO RATA among the holders of all the
Series G Shares then outstanding, except that, with the consent of all the
holders of Series G Shares, the shares to be redeemed may be selected in any
other manner.
The Company shall, at least one (1) business day prior to the date fixed for
redemption (the "Redemption Date"), give written notice to each then
registered holder of Series G Shares, of the Company's intention to redeem
the same. Such notice shall set out the date and the place at which the
redemption is to take place and where payment is to occur, and in the case
of partial redemption, the number of shares to be redeemed from each such
holder of Series G Shares. If notice of redemption is given as aforesaid and
an amount sufficient to redeem the Series G Shares called for redemption is
deposited with the Company's bankers or at any other place or places
specified in the notice, on or before the Redemption Date, the holders of
Series G Shares shall, after the Redemption Date, have no right in or
against the Company except the right to receive payment of the Redemption
Price plus all dividends accumulated on such Series G Shares being redeemed
and remaining unpaid, in the manner described in Section 7, on presentation
and surrender of the certificate(s) representing such number of shares to be
redeemed.
7. REDEMPTION PRICE
The Redemption Price of the Series G Shares shall be an amount equal to
$1,000 per Series G Share being redeemed. The Redemption Price may be paid
in cash, or by certified cheque, bank draft or wire transfer, or by the
delivery of assets having equivalent value, provided that in respect of any
such payment denominated in a currency other than Canadian, for the purpose
of this Section 7, the applicable exchange rate shall be that published by
the Bank of Canada in effect on the date of payment.
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