<Page>
<Table>
BRITISH Ministry of Finance Mailing Address: Location:
[LOGO] COLUMBIA Corporate and Personal PO BOX 9431 Stn Prov Govt 2nd Floor -- 940 St Blanshard St
Property Registries Victoria BC V8W 9V3 Victoria BC
www.corporateonline.gov.bc.ca 250 356-8626
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</Table>
TRANSITION APPLICATION
FORM 43
BUSINESS CORPORATIONS ACT
SECTION 437
<Table>
FILING DETAILS: Transition Application form
SUN MEDIA CORPORATION/CORPORATION SUN MEDIA
Filed Date and Time: May 17, 2004 04:00 PM Pacific Time
Transition Date and Time: Transitioned on May 17, 2004 04:00 PM Pacific Time
</Table>
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TRANSITION APPLICATION
This confirms there has been filed with the registrar all records necessary to
ensure that the information in the corporate registry respecting the directors
of the company is, immediately before the transition application is submitted to
the registrar for filing, correct.
<Table>
Incorporation Number: Name of Company:
C0630300 SUN MEDIA CORPORATION/CORPORATION SUN
MEDIA
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NOTICE OF ARTICLES
Name of Company:
SUN MEDIA CORPORATION/CORPORATION SUN MEDIA
</Table>
CO630300Page: 1 of 4
<Page>
<Table>
REGISTERED OFFICE INFORMATION
Mailing Address: Delivery Address:
800 PARK PLACE 800 PARK PLACE
666 BURRARD STREET 666 BURRARD STREET
VANCOUVER BC V6C 3P3 VANCOUVER BC V6C 3P3
- --------------------------------------------------------------------------------
RECORDS OFFICE INFORMATION
Mailing Address: Delivery Address:
800 PARK PLACE 800 PARK PLACE
666 BURRARD STREET 666 BURRARD STREET
VANCOUVER BC V6C 3P3 VANCOUVER BC V6C 3P3
- --------------------------------------------------------------------------------
DIRECTOR INFORMATION
Last Name, First Name Middle Name:
MONGRAIN, JEAN-LOUIS
Mailing Address: Delivery Address:
8480 ST-CHARLES, APT 4A 8480 ST-CHARLES, APT 4A
BROSSARD QC. J4X 2A5 BROSSARD QC J4X 2A5
- --------------------------------------------------------------------------------
Last Name, First Name Middle Name:
FRANCOEUR, PIERRE
Mailing Address: Delivery Address:
333 KING STREET EAST 333 KING STREET EAST
TORONTO ON JOR 1LO TORONTO ON JOR 1L0
- --------------------------------------------------------------------------------
Last Name, First Name Middle Name:
Gouin, Serge
Mailing Address: Delivery Address:
612 SAINT-JACQUES 612 SAINT-JACQUES
13TH FLOOR 13TH FlOOR
MONTREAl QC H3C 4MB MONTREAL QC H3C 4M8
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</Table>
CO630300Page: 2 of 4
<Page>
<Table>
DIRECTOR INFORMATION
Last Name, First Name Middle Name:
BOURBONNAIS, ANDRE
Mailing Address: Delivery Address:
2001 MCGILL COLLEGE, #1901 2001 MCGILL COLLEGE, #1901
MONTREAL QC H3A 1G1 MONTREAL QC H3A 1G1
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Last Name, First Name Middle Name:
LA COUTURE, JEAN
Mailing Address: Delivery Address:
1445 STANLEY, APT 1501 1445 STANLEY, APT 1501
MONTREAL QC H3A 3T1 MONTREAL QC H3A 3T1
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PRE-EXISTING COMPANY PROVISIONS
The Pre-existing Company Provisions apply to this company.
</Table>
CO630300Page: 3 of 4
<Page>
AUTHORIZED SHARE STRUCTURE
<Table>
1. 10,000,000,000 Class A Common Shares Without Par Value
With Special Rights or
Restrictions attached
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2. 10,000,000,000 Class B Preferred Shares Without Par Value
With Special Rights or
Restrictions attached
- ------------------------------------------------------------------------------------------------------
3. 10,000,000,000 Class C Preferred Shares Without Par Value
With Special Rights or
Restrictions attached
- ------------------------------------------------------------------------------------------------------
</Table>
C06JO300Page: 4 of 4
<Page>
<Table>
BRITISH Ministry of Finance Mailing Address: Location:
[LOGO] COLUMBIA Corporate and Personal PO BOX 9431 Stn Prov Govt 2nd Floor -- 940 St Blanshard St
Property Registries Victoria BC V8W 9V3 Victoria BC
www.corporateonline.gov.bc.ca 250 356-8626
- --------------------------------------------------------------------------------------------------------------
</Table>
NOTICE OF ALTERATION
FORM 11
BUSINESS CORPORATIONS ACT
SECTION 257
<Table>
Filed Date and Time: May 17, 2004 04:00 PM Pacific Time
Alteration Date and Time: Notice of Articles Altered on May 17, 2004 04:00 PM Pacific Time
- --------------------------------------------------------------------------------------------------
</Table>
NOTICE OF ALTERATION
<Table>
Incorporation Number: Name of Company:
C0630300 SUN MEDIA CORPORATION/CORPORATION SUN
MEDIA
</Table>
ALTERATION EFFECTIVE DATE:
The alteration is to take effect at the time that this application is filed
with the Registrar.
PRE-EXISTING COMPANY PROVISiONS
The company has resolved that the Pre-existing Company Provisions no longer
apply to this company.
CO630300Page: 1 of 1
<Page>
ARTICLES
OF
SUN MEDIA CORPORATION
CONTINUATION NUMBER: C-630300
<Page>
TABLE OF CONTENTS
<Table>
PART 1 - INTERPRETATION...................................................... 1
PART 2 - ISSUE OF SHARES..................................................... 1
PART 3 - SHARE CERTIFICATES.................................................. 2
PART 4 - TRANSFER OF SHARES, GENERAL......................................... 2
PART 5 - TRANSMISSION OF SHARES.............................................. 3
PART 6 - BORROWING AND CAPITAL............................................... 3
PART 7 - MEETINGS............................................................ 4
PART 8 - PROCEEDINGS AT GENERAL MEETINGS..................................... 5
PART 9 - VOTES OF SHAREHOLDERS............................................... 7
PART 10 - DIRECTORS.......................................................... 9
PART 11 - INDEMNIFICATION................................................... 10
PART 12 - PROCEEDINGS OF DIRECTORS.......................................... 12
PART 13 - OFFICERS.......................................................... 13
PART 14 - EXECUTION OF INSTRUMENTS.......................................... 14
PART 15 - DIVIDENDS......................................................... 14
PART 16 - ACCOUNTS.......................................................... 16
PART 17 - NOTICES........................................................... 16
PART 18 - FEES.............................................................. 17
PART 19 - TRANSFER OF SHARES. RESTRICTIONS.................................. 17
PART 20 - SPECIAL RIGHTS AND RESTRICTIONS................................... 18
</Table>
<Page>
SUN MEDIA CORPORATION
CONTINUATION NUMBER: C-630300
PART 1 - INTERPRETATION
1.1 In these Articles, unless the context otherwise requires:
(a) "directors" means the director or directors of the Company for
the time being;
(b) "Business Corporations Act" means the Business Corporations
Act of the Province of British Columbia from time to time in
force and all amendments thereto and all Regulations and
amendments thereto made pursuant to that Act;
(c) "register" means the central securities register to be kept
pursuant to the Business Corporations Act;
(d) "registered address" of a shareholder means his address as
recorded in the register;
(e) "prescribed address" of a director means his address as
recorded in the Company's register of directors to be kept at
the records office of the Company pursuant to the Business
Corporations Act.
1.2 Words importing the singular include the plural and vice versa, and
words importing a male person include a female person and a
corporation.
1.3 The definitions in the Business Corporations Act in force and as
amended from time to time shall, with necessary changes and so far as
applicable, apply to these Articles.
1.4 The regulations contained in Table 1 in the Regulations made pursuant
to the Business Corporations Act shall not apply to the Company.
PART 2 - ISSUE OF SHARES
2.1 Subject to the Business Corporations Act and to these Articles, the
issue of shares of the Company shall be under the control of the
directors who may, subject to the rights of holders of shares of the
Company for the time being outstanding, allot or otherwise dispose of,
and/or grant options on, shares authorized but not yet issued at such
times and to such persons, including directors, and in such manner and
upon such terms and conditions and at such price or for such
consideration as the directors in their absolute discretion may
determine.
2.2 The directors of the Company need not, before allotting any shares,
first offer those shares pro rata to the shareholders or, where there
are classes of shares, first offer the
<Page>
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shares to be allotted pro rata to the shareholders holding shares of
the class proposed to be allotted.
2.3 When the Company is authorized to issue shares without par value, the
directors are authorized to determine the price or consideration for
which such shares shall be allotted or issued, and notwithstanding that
the price or consideration for a share may be other than cash, the
price or consideration for a share shall, at the time when the share is
allotted, be expressed in terms of money and so recorded in the
proceedings of the directors of the Company.
2.4 Subject to the provisions and restrictions contained in the Business
Corporations Act applicable to the shares without par value or
otherwise, the Company may pay a commission or allow a discount in an
amount not exceeding 25% of the amount of the subscription price to
any person in consideration of his subscribing or agreeing to
subscribe, or procuring or agreeing to procure subscriptions, whether
absolutely or conditionally for shares. The Company may pay such
brokerage as may be lawful.
PART 3 - SHARE CERTIFICATES
3.1 Every share certificate issued by the Company shall be in such form as
the directors approve and shall comply with the requirements of the
Business Corporations Act.
3.2 If any share certificate is worn out or defaced, then upon production
of that certificate to the directors or the transfer agent of the
Company, the directors or that transfer agent may declare the same to
be cancelled and cause it to be so marked and may issue a new
certificate in place of the certificate cancelled. If any share
certificate is lost or destroyed, then, upon proof of the loss or
destruction to the satisfaction of the directors, and upon giving such
indemnity as the directors deem adequate, a new certificate shall be
issued to the party entitled to it. In any such case where a new share
certificate is issued, the fee prescribed in Part 18 of these Articles
must be paid if requested.
3.3 A share certificate registered in the names of two or more persons
shall be delivered to the person first named on the register.
PART 4 - TRANSFER OF SHARES, GENERAL
4.1 Subject to the restrictions, if any, set forth in these Articles, any
shareholder may transfer his shares by instrument in writing executed
by or on behalf of such shareholder and delivered to the Company or its
transfer agent. The instrument of transfer of any share of the Company
shall be in the form, if any, on the back of the certificate of the
share being transferred, or in any other form which the directors may
approve. If the directors so require, each instrument of transfer shall
be in respect of only one class of shares.
4.2 Every instrument of transfer shall be executed by the transferor and
left at the registered office of the Company or at an authorized office
of its transfer agent for registration, together with the certificate
for the shares to be transferred and such other evidence, if any, as
the directors or the transfer agent may require to prove the title of
the transferor or his right to transfer the shares. All instruments of
transfer which are registered shall be
<Page>
- 3 -
retained by the Company or its transfer agent, but any instrument of
transfer where the transfer is not registered shall be returned to the
person depositing the same, together with the share certificate which
accompanied the same when tendered for registration. The transferor
shall remain the holder of the share until the name of the transferee
is entered on the register in respect of that share.
4.3 The signature of the registered owner of any shares, or of his duly
authorized attorney, upon the form of transfer constitutes an authority
to the Company to register the shares specified in the form of transfer
in the name of the person named in that form as transferee or, if no
person is so named, then in any name designated in writing by the
person depositing the share certificate and the form of transfer with
the Company or its agents. The Company or its transfer agent may
require proof or guarantee of the signature of any transferor.
4.4 Neither the Company nor any director, officer or agent is bound to
enquire into the title of the transferee of shares to be transferred,
nor is any such person liable to the registered or any intermediate
owner of the shares for registering the transfer.
4.5 The Company may keep its register either at its records office or at
any other location in British Columbia designated by the directors, and
may maintain branch registers at any locations inside or outside
British Columbia designated by the directors.
PART 5 - TRANSMISSION OF SHARES
5.1 In the case of the death or bankruptcy of a shareholder, his personal
representative or trustee in bankruptcy shall be the only person
recognized by the Company as having any title to or interest in the
shares registered in the name of the deceased. Before recognizing any
personal representative or trustee in bankruptcy the directors may
require him to produce and deposit the documents required by the
Business Corporations Act.
PART 6 - BORROWING AND CAPITAL
6.1 Subject to any restriction which may from time to time be included in
the memorandum of the Company or these Articles or contained in the
Business Corporations Act or the terms, rights or restrictions of any
shares or securities of the Company outstanding, the directors may at
their discretion authorize the Company to borrow any sum of money and
may raise or secure the repayment of such sum in such manner and upon
such terms and conditions, in all respects, as they think fit, and in
particular, and without limiting the generality of the foregoing, by
the issue of bonds or debentures, or any mortgage or charge, whether
specific or floating, or by granting any other security on the
undertaking, or the whole or any part of the property, of the Company,
both present and future.
6.2 The directors may make any debentures, bonds or other debt obligations
issued by the Company, by their terms assignable free from any equities
between the Company and the person to whom they may be issued or any
other person who lawfully acquires the same by assignment, purchase, or
otherwise, howsoever.
<Page>
- 4 -
6.3 The directors may authorize the issue of any debentures, bonds or other
debt obligations of the Company at a discount, premium or otherwise,
and with special or other rights or privileges as to redemption,
surrender, entitlement to interest or share of income, allotment of, or
conversion into, or exchange for shares, attendance at general meetings
of the Company, and otherwise as the directors may determine at or
before the time of issue, but no debenture shall be issued which the
Company has not the power to reissue until the shareholders by
resolution determine such debenture shall be cancelled unless such
debenture expressly provides by its terms that it shall not be
reissued.
6.4 The Company by ordinary resolution of the shareholders and insofar as
the Business Corporations Act shall permit, may alter its memorandum to
increase its authorized share structure by:
(a) creating shares with par value, or shares without par value,
or both;
(b) increasing the number of shares with par value, or shares
without par value, or both;
(c) increasing the par value of a class of shares with par value,
if no shares of that class are issued; or
(d) creating shares of different classes with special rights or
restrictions.
6.5 The Company may, by resolution of the directors and subject to the
provisions of the Business Corporations Act and the specific provisions
of any special rights or restrictions attached to any class or classes
of its shares, purchase or otherwise acquire any of its shares if, at
the time of the proposed purchase or acquisition the Company is not
insolvent or likely to be rendered insolvent by such purchase or
acquisition. The Company need not make its offer to purchase shares pro
rata to every shareholder who holds shares of the class or series of
shares to be purchased.
6.6 Where the Company proposes to redeem some, but not all, of its shares
of a particular class or kind, the directors shall have absolute
discretion to determine in such manner as they deem proper which shares
shall be redeemed, and, without limiting the generality of the
foregoing, may redeem shares which have been purchased by the Company
in priority to shares which are held by shareholders.
6.7 The banking business of the Company, or any part thereof, shall be
transacted with such bank, trust company or other firm or body
corporate as the board may designate, appoint or authorize from time to
time and all such banking business, or part thereof, shall be
transacted on the Company's behalf by such one or more officers or
other persons as the board may designate, direct or authorize from time
to time and to the extent thereby provided.
PART 7 - MEETINGS
7.1 Meetings of the Company shall be held at such time and place, in
accordance with the Business Corporations Act, as the directors
appoint, and, unless otherwise specifically
<Page>
- 5 -
provided, the provisions of these Articles relating to meetings shall
apply with necessary changes to a meeting of shareholders holding a
particular class of shares.
7.2 Every meeting, other than an annual general meeting or a class meeting,
shall be called an extraordinary general meeting.
7.3 The directors may, whenever they think fit, convene an extraordinary
general meeting.
7.4 Notice of a meeting shall be given not less than 10 days and not more
than 50 days prior to the date of the meeting and shall specify the
place, the day and the hour of meeting, and, in case of special
business, the general nature of that business. The accidental omission
to give notice of any meeting to, or the non-receipt of any notice by,
any of the shareholders entitled to receive notice, shall not
invalidate any proceedings at that meeting.
7.5 If any special business includes presenting, considering, approving,
ratifying or authorizing the execution of any document, then the
portion of any notice relating to that document is sufficient if it
states that a copy of the document or proposed document is or will be
available for inspection by shareholders at an office of the Company in
the Province of British Columbia or at one or more designated places in
the Province during business hours on any specified or unspecified
business day or days prior to the date of the meeting, and at the
meeting.
7.6 Meetings of shareholders shall be held at the registered office of the
Company or elsewhere in the municipality in which the registered office
is situate or, if the board shall so determine, at some other place in
Canada or, if all shareholders entitled to vote at the meeting agree,
at some place outside Canada, and a shareholder who attends a meeting
outside Canada is deemed to have so agreed except when he attends such
meeting for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully held.
PART 8 - PROCEEDINGS AT GENERAL MEETINGS
8.1 The following business at a general meeting shall be deemed to be
special business:
(a) All business at an extraordinary general meeting;
(b) All business that is transacted at an annual general meeting,
with the exception of the consideration of the financial
statements and the report of the directors and auditors, the
election of directors, the appointment of the auditors and
such other business as, under these Articles or in accordance
with the Business Corporations Act, ought to be transacted at
an annual general meeting or is business which is brought
under consideration by the report of the directors issued with
the notice convening the meeting;
and no special business shall be conducted at any meeting unless notice
of that business has been given to the shareholders in accordance with
these Articles or shareholders holding at least 75% of the shares
entitled to be voted at that meeting are present and consent to the
conduct of such business.
<Page>
- 6 -
8.2 No business, other than the election of a chairman and the adjournment
or termination of the meeting, shall be conducted at any meeting at any
time when a quorum is not present. A quorum shall be two persons
holding or representing by proxy not less than one-half of the
outstanding shares of the Company which are entitled to be voted at the
meeting, unless the Company has only one shareholder, in which case the
quorum shall be that shareholder who may conduct the business of the
Company by proceedings recorded in writing and signed by him. If at any
time during a meeting there ceases to be a quorum present, any business
then in progress shall be suspended until there is a quorum present or
until the meeting is adjourned or terminated, as the case may be.
8.3 If within 30 minutes from the time appointed for a meeting a quorum is
not present, the meeting, if convened upon the requisition of
shareholders, shall be terminated. In any other case, it shall stand
adjourned to the same day in the next week, at the same time and place,
and if, at the adjourned meeting, a quorum is not present within half
an hour from the time appointed for the meeting, the shareholder or
shareholders present shall be a quorum.
8.4 Subject to Article 8.5, the chairman of the directors, if there is one,
failing whom the president of the Company, failing whom one of the
directors present chosen by the directors from among their number,
shall preside as chairman of every meeting.
8.5 If at any general meeting there is no chairman or president or director
present within 15 minutes after the time appointed for holding the
meeting, or if the chairman or president and all the directors present
are unwilling to act as chairman, the shareholders present shall choose
someone of their number to be chairman.
8.6 The chairman of a meeting may, with the consent of any meeting at which
a quorum is present, and shall, if so directed by the meeting, adjourn
the meeting from time to time and from place to place, but no business
shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place.
When a meeting is adjourned for 30 days or more, notice of the
adjourned meeting shall be given as in the case of the original
meeting. Except as aforesaid, it is not necessary to give any notice of
an adjournment or of the business to be transacted at an adjourned
meeting.
8.7 No resolution proposed at a meeting need be seconded, and the chairman
of any meeting is entitled to move or propose a resolution.
8.8 In case of an equality of votes either on a show of hands or on a poll,
the chairman shall have a casting or second vote in addition to the
vote or votes to which he may be entitled as a shareholder, which vote
or votes he is entitled to cast without vacating the chair.
8.9 In the case of any dispute as to the admission or rejection of a proxy
or a vote, the chairman shall determine the same and his determination,
made in good faith, is final and conclusive.
8.10 A shareholder entitled to more than one vote need not, if he votes, use
all his votes or cast all the votes he uses in the same way.
<Page>
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8.11 Subject to these Articles, if a poll is duly demanded it shall be taken
in such manner as the chairman directs within seven days of the demand
for the same. The result of the poll shall be deemed to be the
resolution of the meeting at which the poll is demanded. A demand for a
poll may be withdrawn at any time before it has been taken.
8.12 A poll demanded on a question of adjournment shall be taken at the
meeting without adjournment.
8.13 The demand for a poll shall not, unless the chairman so rules, prevent
the continuance of a meeting for the transaction of any business other
than the question on which a poll has been demanded or questions which
depend or bear upon that question.
8.14 Subject always to any contrary or specific provision of the Business
Corporations Act, a resolution that has been submitted to all of the
shareholders who would have been entitled to vote thereon in person or
by proxy at a meeting and that has been consented to in writing by such
shareholders holding not less than 75% of the shares of the Company
shall be deemed to be an ordinary resolution passed at a meeting.
8.15 Subject always to any contrary or specific provision of the Business
Corporations Act, a resolution consented to in writing by every
shareholder of the Company who would have been entitled to vote thereon
in person or by proxy at a meeting shall be deemed to be a special
resolution passed at a meeting.
8.16 Subject always to the provisions of the Business Corporations Act,
where all the shareholders entitled to attend and vote at the annual
general meeting of the Company consent in writing to all the business
required to be transacted at the meeting, it is not necessary for the
Company to hold that annual general meeting.
PART 9 - VOTES OF SHAREHOLDERS
9.1 Subject to any rights or restrictions for the time being attached to
any class or classes of shares, on a show of hands every shareholder
present in person or by proxy has one vote, and on a poll every such
shareholder present in person or by proxy has one vote for each share
he holds on the record date except that no shareholder which is a
corporation which is a subsidiary of the Company shall be entitled to
vote its shares of the Company, and the Company itself shall not vote
in respect of any share of the Company that it has redeemed purchased,
or otherwise acquired.
9.2 Any person who is not registered as a shareholder but who is entitled
to vote at any meeting in respect of a share, may vote the share in the
same manner as if he were a shareholder, but, unless the directors have
previously admitted his right to vote at that meeting in respect of the
share, if so required by any director he shall satisfy the directors of
his right to vote the share before the time for holding the meeting, or
adjourned meeting, as the case may be, at which he proposes to vote.
9.3 Where there are joint shareholders registered in respect of any share,
any one of the joint shareholders may vote at any meeting, either
personally or by proxy, in respect of the share as if he were solely
entitled to it. If more than one of the joint shareholders is present
at any meeting, personally or by proxy, the joint shareholder present
whose name
<Page>
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stands first on the register in respect of the share shall alone be
entitled to vote in respect of that share. Several executors or
administrators of a deceased shareholder in whose sole name any share
stands shall, for the purposes of this Article, be deemed joint
shareholders.
9.4 Subject to the provisions of the Business Corporations Act, a
corporation which is a shareholder and is not a subsidiary of the
Company may vote by up to two duly authorized representatives, who are
entitled to speak and vote, either in person or by proxy, and in all
other respects exercise the rights of a shareholder and those
representatives shall be reckoned as a shareholder for all purposes in
connection with any meeting of the Company.
9.5 A shareholder for whom a committee has been duly appointed may vote,
whether on a show of hands or on a poll, by his committee and that
committee may appoint a proxyholder.
9.6 Unless the directors otherwise determine, the instrument appointing a
proxyholder and the power of attorney or other authority, if any, under
which it is signed, or a notarially certified copy thereof, shall be
deposited at a place specified for that purpose in the notice convening
the meeting, not less than 48 hours before the time for holding the
meeting at which the proxyholder proposes to vote, or, if no such place
is specified, then it shall be deposited with the chairman of the
meeting prior to the commencement of the meeting.
9.7 A vote given in accordance with the terms of an instrument of proxy is
valid notwithstanding the previous death or incapability of the
shareholder, or revocation of the proxy, or of the authority under
which the proxy was executed, or the transfer of the share in respect
of which the proxy is given, if, but only if, no prior notice in
writing of the death, incapability, revocation or transfer has been
received at the registered office of the Company or by the chairmen of
the meeting or adjourned meeting before the vote is given.
9.8 An instrument appointing a proxyholder, whether for a specified meeting
or otherwise, shall be, subject to the requirements of the Business
Corporations Act, in the form approved by the directors.
9.9 A proxy or an instrument appointing a duly authorized representative of
a corporation shall be in writing, under the hand of the appointor or
of his attorney duly authorized in writing, or, if such appointor is a
corporation, either under its seal or under the hand of an officer or
attorney duly authorized.
9.10 Any person may act as a proxyholder whether or not he is entitled on
his own behalf to be present and to vote at the meeting at which he
acts as proxyholder.
9.11 The directors may fix in advance a date, preceding the date of any
meeting of shareholders by not more than 60 days and not less than 21
days, as a record for the determination of the shareholders entitled to
notice of the meeting, provided that notice of any such record date is
given, not less than 14 days before such record date, by newspaper
advertisement in the place where the registered office of the Company
is situate. If no record date is so fixed, the record date for the
determination of the
<Page>
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shareholders entitled to receive notice of the meeting shall be at
5:00 p.m. on the day immediately preceding the day on which the notice
is given or, if no notice is given, the day on which the meeting is
held.
PART 10 - DIRECTORS
10.1 The directors named in the transition application at the coming into
force of these Articles, shall be the directors of the Company unless
and until such person:
(a) dies;
(b) resigns in writing;
(c) is no longer qualified in accordance with these Articles or
the Business Corporations Act; or
(d) is removed from office by ordinary resolution of the
shareholders.
10.2 The management of the business of the Company shall be vested in the
directors and the directors may exercise all such powers and do all
such acts and things as the Company may exercise and do which are not
by these Articles or by the Business Corporations Act or otherwise
lawfully directed or required to be exercised or done by the Company in
general meeting, but subject, nevertheless, to the provisions of all
laws affecting the Company and of these Articles and to any rules, not
being inconsistent with these Articles which are made from time to time
by the Company in general meeting, provided that no rule made by the
Company in general meeting shall invalidate any prior act of the
directors that would have been valid if that rule had not been made.
10.3 The number of directors shall be at least one as long as the Company is
not a public company, and shall be at least three whenever the Company
is a public company, and no more than 25. Subject to the foregoing, the
number of directors may be determined from time to time by resolution
of the shareholders, and provided that the number of directors holding
office shall not fall below the minimum numbers above mentioned, the
number of directors shall be automatically reduced upon the death,
resignation, removal or disqualification of any director and
automatically increased upon the appointment of any additional director
or directors in accordance with these Articles.
10.4 If a casual vacancy should occur in the board, the remaining directors
if constituting a quorum may appoint a qualified person to fill the
vacancy for the remainder of the term. Where a vacancy or vacancies
exist on the board, the remaining directors may exercise all of the
powers of the board so long as a quorum remains in office.
10.5 If the Company removes any director by ordinary resolution, it may by
ordinary resolution, appoint another person in his stead.
10.6 Any person not being a shareholder of the Company who becomes a
director shall be deemed to have agreed to be bound by the provisions
of the Articles to the same extent as if he were a shareholder of the
Company.
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10.7 Subject to the provisions of any ordinary resolution, the remuneration
of the directors as such may from time to time be determined by the
directors themselves, and such remuneration may be in addition to any
salary or other remuneration paid to any officer or employee of the
Company as such, who is also a director. The directors shall be repaid
such reasonable expenses as they may incur in and about the business of
the Company, and if any director shall perform any professional or
other services for the Company that are outside the ordinary duties of
a director, or shall otherwise be specifically occupied in or about the
Company's business, he may be paid a special remuneration to be fixed
by the directors in addition to any other remuneration that he may be
entitled to receive and the same shall be charged as part of the
ordinary working expenses. Unless otherwise determined by ordinary
resolution, the directors on behalf of the Company may pay a gratuity
or pension or allowance on retirement to any person who has held any
office of employment with the Company or to his spouse or dependants
and may make contributions under any plan or to any fund and pay
premiums for the purchase or provision of any such gratuity, benefit,
pension or allowance.
10.8 The directors may from time to time and at any time by power of
attorney appoint any company, firm or person or body of persons to be
the attorney or attorneys of the Company for such purposes and with
such powers, authorities and discretion, not exceeding those vested in
or exercisable by the directors under these Articles, and for such
period, and subject to such conditions, as they may think fit.
10.9 A director may hold any office or place of profit under the Company
other than auditor, for such period, and on such terms as to
remuneration or otherwise, as the directors may determine. Subject to
compliance with the Business Corporations Act, no director shall be
disqualified by his office from contracting with the Company either
with regard to his tenure of any office or place of profit or as
vendor, purchaser or otherwise.
10.10 Any director may act by himself or his firm in any professional
capacity for the Company except as auditor, and he or his firm shall be
entitled to remuneration for professional services as if he were not a
director.
10.11 At each annual general meeting of the Company all the directors shall
retire from office, but are eligible for re-election and the
shareholders shall by ordinary resolution elect a board of directors
consisting of the number of directors so retiring or determined by
resolution or recommendation of the directors. If in any calendar year
the Company does not hold an annual general meeting the directors then
in office shall be deemed to have been elected as directors on the last
day on which the meeting should have been held pursuant to the Business
Corporations Act, and the directors so elected may hold office until
other directors are appointed or elected or until the day on which the
next annual general meeting is held.
PART 11 - INDEMNIFICATION
11.1 The Company may indemnify any director, officer, employee or agent of
the Company who was or is a party or is threatened to be made a party
to any current, threatened, pending or completed action or proceeding
and whether civil, criminal or administrative, by reason of the fact
that he is or was
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(a) a director, officer, employee or agent of
(i) the Company or
(ii) another corporation, at a time when the corporation
is or was an affiliate of the Company, or at the
request of the Company, or
(b) at the request of the Company, is or was a director, officer,
employee or agent of a partnership, joint venture, trust or
other enterprise,
against all costs, charges and expenses, including legal fees and any amount
paid to settle the action or proceeding or satisfy a judgment, if he acted
honestly and in good faith with a view to the best interests of the Company or
corporation or other legal entity or enterprise as aforesaid, as the case may
be, and exercised the care, diligence and skill of a reasonably prudent person,
and with respect to any proceeding other than a civil proceeding, he had
reasonable ground for believing that his conduct was lawful; provided that no
such indemnification shall be made if prohibited by the Business Corporations
Act or any other statute. The determination of any action, suit or proceeding by
judgment, order, settlement, conviction or otherwise shall not, of itself,
create a presumption that the person did not act honestly and in good faith and
in the best interests of the Company or corporation or other legal entity, as
the case may be, and did not exercise the care, diligence and skill of a
reasonably prudent person and, with respect to any proceeding that is not a
civil proceeding, did not have reasonable grounds to believe that his conduct
was lawful.
11.2 The Company may indemnify any person in respect of any loss, damage,
costs or expenses whatsoever incurred by him while acting as a
director, officer, employee or agent for the Company unless such loss,
damage, costs or expenses shall arise out of failure to comply with
instructions, wilful act or default or fraud by such person, in any of
which events the Company shall only indemnify such person if the
directors, in their absolute discretion, so decide or the Company by
ordinary resolution shall so direct.
11.3 The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification
may be entitled under any other Article, or any valid and lawful
agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent
and shall enure to the benefit of the heirs, executors and
administrators of such person. The indemnification provided by this
Article shall not be exclusive of any powers, rights, agreements or
undertakings which may be legally permissible or authorized by or under
any applicable law. Notwithstanding any other provisions set forth in
this Article, the indemnification authorized by this Article shall be
applicable only to the extent that any such indemnification shall not
duplicate any indemnity or reimbursement which that person has received
or shall receive otherwise than under this Part.
11.4 The directors are authorized from time to time to cause the Company to
give indemnities to any director, officer, employee, agent or other
person who has undertaken or is about to undertake any liability on
behalf of the Company or any corporation or other legal entity
controlled by it.
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11.5 Subject to the Business Corporations Act, no director or officer or
employee for the time being of the Company shall be liable for the
acts, receipts, neglects or defaults of any other director or officer
or employee, or for joining in any receipt or act for conformity, or
for any loss, damage or expense happening to the Company through the
insufficiency or deficiency of title to any property acquired by order
of the Board for the Company, or for the insufficiency or deficiency of
any security in or upon which any of the moneys of or belonging to the
Company shall be invested or for any loss or damages arising from the
bankruptcy, insolvency, or tortious act of any person, firm or
corporation with whom or which any moneys, securities or effects shall
be lodged or deposited or for any loss occasioned by any error of
judgment or oversight on his part or for any other loss, damage or
misfortune whatever which may happen in the execution of the duties of
his respective office or trust or in relation thereto unless the same
shall happen by or through his own wilful act or default, negligence,
breach of trust or breach of duty.
11.6 The directors may cause the Company to purchase and maintain insurance
for the benefit of any person who is or was a director, officer,
employee or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability incurred by him as a director, officer, employee
or agent.
PART 12 - PROCEEDINGS OF DIRECTORS.
12.1 Notice of the time and place of each meeting of the board shall be
given to each director not less than 48 hours before the time when the
meeting is to be held. A notice of meeting of directors need not
specify the purpose of or business to be transacted at the meeting
except where the Business Corporations Act requires such purpose or
business to be specified. The directors, when there is more than one,
may meet together at such places as they think fit for the dispatch of
business, adjourn and otherwise regulate their meetings and proceedings
as they see fit.
12.2 The quorum shall be a majority of the directors then in office, and
when an even number of directors are holding office, shall be one more
than half of their number.
12.3 The directors shall elect one of their number to be chairman of the
board of directors, but if the directors do not so elect a chairman or
if at any meeting a chairman elected by the directors is not present
within 30 minutes after the time appointed for holding the meeting, the
directors present may choose someone of their number to be chairman at
that meeting.
12.4 Any director may waive notice of any meeting of directors. Accidental
omission to give notice of a meeting of directors to, or non-receipt of
notice by, any director, shall not invalidate the proceedings of any
meeting of the directors.
12.5 Provided a quorum of directors is present, each newly elected board may
without notice hold its first meeting following the meeting of
shareholders at which such board is elected. Notice of an adjourned
meeting of the board is not required if the time and place of the
adjourned meeting is announced at the original meeting.
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12.6 The directors, or any committee of directors, may take any action
required or permitted to be taken by them and may exercise all or any
of the authorities, powers and discretion for the time being vested in
or exercisable by them by resolution either passed at a meeting at
which a quorum is present or authorized by resolution consented to in
writing signed by all the directors in accordance with the Business
Corporations Act.
12.7 The directors may delegate any, but not all, of their powers to
committees consisting of such director or directors as they think fit.
Any committee so formed in the exercise of the powers so delegated
shall conform to any rules that may from time to time be imposed on it
by the directors, and shall report every act or thing done in exercise
of those powers to the first meeting of the directors held after it has
been done.
12.8 A committee of more than one director may elect a chairman of its
meetings and if no chairman is elected, or if at any meeting the
chairman is not present within 30 minutes after the time appointed for
holding the meeting, the directors present who are members of the
committee may choose one of their number to be chairman of the meeting.
12.9 The member or members of a committee may govern their procedure as they
think proper, subject to any rules imposed by the directors. Each
committee shall have the power to fix its quorum at not less than a
majority of its members. Questions arising shall be determined by the
member, if there be only one, or by a majority of votes of the members
present, but in case of an equality of votes the chairman of a
committee shall not have a second or casting vote.
12.10 Any director of the Company may file at the registered office of the
Company by letter or facsimile a waiver of notice of any meeting of the
directors and may, at any time and by one of the means mentioned
aforesaid, withdraw the waiver, but until the waiver is withdrawn, no
notice of meetings of directors need be sent to that director, and any
and all meetings of the directors of the Company held after receipt of
such waiver and held prior to its withdrawal shall, provided a quorum
of the directors is present, be valid and effective without notice of
such meeting given to that director.
12.11 Questions arising at any meeting of the directors shall be decided by a
majority of votes. In case of an equality of votes, the chairman shall
have a second or casting vote.
12.12 No resolution proposed at a meeting of directors need be seconded, and
the chairman of any meeting is entitled to move or propose and vote
upon a resolution of the directors.
12.13 All acts done by any meeting of the directors or by a committee of
directors or by any person acting as a director shall, notwithstanding
that it shall be afterwards discovered that there was some defect in
the appointment of any such director or person acting as aforesaid, or
that they or any of them were disqualified be as valid as if every such
person had been duly appointed and was qualified to be a director.
PART 13 - OFFICERS
13.1 The Company shall have a president whom the directors shall appoint.
The board may from time to time appoint such other officers as the
board may determine.
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13.2 All appointments of officers shall be made at such remuneration,
whether by way of salary, fee, commission, participation in profits, or
otherwise, as the directors think fit, and every appointment of an
officer by the directors shall be in force until revoked by the
directors or until the death or resignation in writing of the officer
unless otherwise provided in the resolution of appointment.
13.3 Every officer of the Company who holds any office or possesses any
property whereby, whether directly or indirectly, duties or interests
might be created in conflict with his duties or interests as an officer
of the Company shall, in writing, disclose to the President the fact
and the nature, character and extent of the conflict.
PART 14 - EXECUTION OF INSTRUMENTS
14.1 Any officer or any director may sign certificates and similar
instruments (other than share certificates) on the Company's behalf
with respect to any factual matters relating to the Company's business
affairs, including certificates verifying copies of the articles,
by-laws, resolutions and minutes of meetings of the Company. Subject to
the foregoing, deeds, transfers, assignments, contracts, obligations,
certificates and other instruments shall be signed on behalf of the
Company by two persons, one of whom holds the office of Chairman of the
Board, President, Managing Director, Vice-President or director and the
other of whom holds one of the said offices or the office of Secretary,
Treasurer, Assistant Secretary or Assistant Treasurer or any other
office created by by-law or by resolution of the board. In addition,
the board may from time to time direct the manner in which and the
person or persons by whom any particular instrument or class of
instruments may or shall be signed.
14.2 The directors may, but shall not be required to, provide a common seal
for the Company. They shall have power from time to time to destroy the
same or substitute a new seal in place of the seal destroyed or to
cause the affairs of the Company to be conducted without a common seal.
In the event a seal is provided, then unless otherwise provided by the
directors, the same may be affixed to any document by the signing
officers designated in Article 14.1.
14.3 The signature of any officer of the Company may be printed,
lithographed, engraved or otherwise mechanically reproduced upon all
instruments executed or issued by the Company or any officer thereof;
and, subject to the Business Corporations Act, any instrument on which
the signature of any such person is so reproduced, shall be deemed to
have been manually signed by such person whose signature is so
reproduced and shall be as valid to all intents and purposes as if such
instrument had been signed manually, and notwithstanding that the
person whose signature is so reproduced may have ceased to hold office
at the date of the delivery or issue of such instrument. The term
"instrument" as used in this Article shall include all paper and
electronic writings.
PART 15 - DIVIDENDS
15.1 The directors may declare dividends and fix the date of record
therefore and the date for payment thereof, provided that the record
date may precede the payment date by not more than 60 days and notice
of such record date is given not less than 14 days before
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such record date by advertisement in a newspaper published or
distributed in the place where the Company has its registered office.
If no record date is fixed then the record date shall be 5:00 p.m. on
the day on which the resolution relating to such dividend is passed by
the board.
15.2 Subject to the terms of shares with special rights or restrictions, all
dividends shall be declared according to the number of shares held.
15.3 No dividend shall bear interest against the Company. A transfer of a
share shall not pass the right to any dividend thereon before the
registration of the transfer in the register.
15.4 A resolution declaring a dividend may direct payment of the dividend
wholly or partly by the distribution of specific assets or of paid-up
shares, bonds, debentures or other debt obligations of the Company, or
in any one or more of those ways, and, where any difficulty arises in
regard to the distribution, the directors may settle the same as they
think expedient, and in particular may fix the value for distribution
of specific assets, and may determine that cash payments shall be made
to a shareholder upon the basis of the value so fixed in place of
fractional shares, bonds, debentures or other debt obligations in order
to adjust the rights of all parties, and may vest any of those specific
assets in trustees upon such trusts for the persons entitled as may
seem expedient to the directors.
15.5 Any dividend or other moneys payable in cash in respect of a share may
be paid by cheque sent through the post to the shareholder in a prepaid
letter, envelope or wrapper addressed to the shareholder at his
registered address, or in the case of joint shareholders, to the
registered address of the joint shareholder who is the first named on
the register, or to such person and to such address as the shareholder
or joint shareholders, as the case may be, in writing direct. Any one
of two or more joint shareholders may give effectual receipts for any
dividend or other moneys payable or assets distributable in respect of
a share held by them.
15.6 No notice of the declaration of a dividend need be given to any
shareholder.
15.7 The directors may, before declaring any dividend, set aside out of the
profits of the Company such sums as they think proper as a reserve or
reserves which shall, at the discretion of the directors, be applicable
for meeting contingencies, or for equalizing dividends, or for any
other purpose to which the profits of the Company may be properly
applied, and pending that application may, at the like discretion,
either be employed in the business of the Company or be invested in
such investments, as the directors may from time to time think fit,
including shares of the Company purchased or acquired in accordance
with these Articles.
15.8 The directors may capitalize any undistributed surplus on hand of the
Company and may from time to time issue as fully paid and
non-assessable any unissued shares or any bonds, debentures or other
debt obligations of the Company as a dividend representing such
undistributed surplus on hand or any part thereof.
15.9 Should any dividend result in any shareholder being entitled to a
fractional share, the directors shall have the right to pay such
shareholders the cash equivalent of such fractional part, and shall
have the further right to carry out such distribution and to adjust
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the rights of the shareholders with respect thereto on as practical and
equitable a basis as possible.
15.10 Any dividend unclaimed after a period of six years from the date on
which the same has been declared to be payable shall be forfeited and
shall revert to the Company.
PART 16 - ACCOUNTS
16.1 The directors shall cause records and books of accounts to be kept as
necessary to record properly the financial affairs and conditions of
the Company and to comply with the provisions of the Business
Corporations Act and all statutes applicable to the Company.
16.2 The fiscal period of the Company shall terminate on such day in each
year as the Board of Directors may from time to time, by resolution,
determine.
PART 17 - NOTICES
17.1 A notice may be given to any shareholder or director, either by
personal service or by sending it by post to him in a letter, envelope
or wrapper or by facsimile addressed to the shareholder at his
registered address or to the director at his prescribed address, or in
any manner approved by the directors and not prohibited by the Business
Corporations Act.
17.2 A notice may be given by the Company to joint shareholders in respect
of a share registered in their names by giving the notice to the joint
shareholder first named in the register in respect of that share.
17.3 A notice may be given by the Company to the persons entitled to a share
in consequence of the death or bankruptcy of a shareholder by sending
it through the post in a prepaid letter, envelope or wrapper addressed
to them by name, or by the title of representatives of the deceased or
trustee of the bankrupt, or by any like description, at the address, if
any, supplied for the purpose by the persons claiming to be so
entitled, or, until that address has been so supplied, by giving the
notice in any manner in which the same might have been given if the
death or bankruptcy had not occurred.
17.4 Any notice or document sent by post to, or left at, the registered
address of any shareholder, shall, notwithstanding that shareholder is
then deceased, and whether or not the Company has notice of his death,
be deemed to have been duly served in respect of any registered shares,
whether held solely or jointly with other persons by that deceased
shareholder, until some other person is registered in his stead as the
shareholder or joint shareholder in respect of those shares, and that
service shall for all purposes of these Articles be deemed a sufficient
service of such notice or document on his personal representatives and
all persons, if any, jointly interested with him in those shares.
17.5 Any notice sent by post shall be deemed to have been served on the day
following that on which the letter, envelope or wrapper containing the
same is posted exclusive of any day upon which the mail is not
regularly delivered or handled in either the place of posting or the
place of delivery, and in proving service it is sufficient to prove
that the letter, envelope or wrapper containing the notice was properly
addressed and put in a Canadian
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government post office, postage prepaid, subject always to it being
proved by the person to whom the notice was addressed that the mail was
not regularly delivered or handled as aforesaid on or between the day
of posting and the day of delivery.
17.6 Notice of every general meeting shall be given in the manner
hereinbefore authorized to:
(a) every shareholder holding a share or shares carrying the right
to vote at such meetings on the record date or, if no record
date was established by the directors, on the date of personal
service or mailing;
(b) every person upon whom the ownership of a share has devolved
by reason of his being a legal personal representative or a
trustee in bankruptcy of a shareholder where the shareholder,
but for his death or bankruptcy, would be entitled to receive
notice of the meeting;
(c) every director of the Company; and
(d) the auditor of the Company.
Subject to any provisions in any instrument of the Company or in the
special rights or restrictions attached to any shares, no other person
is entitled to receive notice of general meetings.
PART 18 - FEES
18.1 The Company may charge the following fee to issue a new certificate in
exchange for an existing certificate or a defaced or worn out
certificate or to replace a lost or destroyed certificate:
Per new certificate: $1.00
PART 19 - TRANSFER OF SHARES. RESTRICTIONS
19.1 A share or shares in the Company may be transferred by an instrument of
transfer and in accordance with these Articles by any shareholder, or
the personal representative of any deceased shareholder or the trustee
in bankruptcy of any bankrupt shareholder or by the liquidator of any
shareholder which is a corporation, only with the approval of a
resolution of the directors.
19.2 Notwithstanding anything otherwise provided in these Articles, the
directors may, in their absolute discretion, refuse to allow and
decline to register any transfer of shares to any person, even if the
foregoing conditions and other provisions of these Articles are
complied with, and the directors shall not be bound or required to
disclose their reasons for any such refusal to anyone.
19.3 The number of shareholders of the Company shall be limited to 50, not
including persons who are in the employment of the Company and persons
who, having been formerly in the employment of the Company were, while
in that employment and have continued after the termination of that
employment to be, shareholders of the Company.
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PART 20 - SPECIAL RIGHTS AND RESTRICTIONS
CLASS A COMMON SHARES
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20.1 The holders of the Class A Common Shares shall be entitled to one vote
for each such share so held at all meetings of shareholders.
20.2 Subject to the rights of the holders of the Class B Preferred Shares
and any Class C Preferred Shares established by series, the directors
shall be at liberty in their absolute discretion to declare dividends
on any one or more class or classes of the Class A Common Shares, the
Class B Preferred Shares or the Class C Preferred Shares to the
exclusion of the others.
20.3 Subject to the rights of the holders of the Class B Preferred Shares
and any Class C Preferred Shares established by series, in the event of
the liquidation, dissolution or wind-up of the Company, whether
voluntary or involuntary, the holders of the Class A Common Shares
shall be entitled to participate on a pro rata basis in the
distribution of the remaining assets of the Company.
CLASS B PREFERRED SHARES
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20.4 Subject to the rights of the Class C Preferred Shares, the holders of
Class B Preferred Shares shall be entitled to receive a preferred
non-cumulative dividend the rate of which shall be determined from time
to time by the board of directors of the Company, such dividend to be
payable at such time and in such manner as shall be determined by the
board.
20.5 Subject to the rights of the Class C Preferred Shares, in the event of
winding-up or liquidation or any other distribution of the assets of
the Company, the Class B Preferred Shares shall rank prior to all other
shares of the Company as to the payment of the paid-up share capital
and any dividends attributable thereto. The Class B Preferred Shares
shall not otherwise share in the profits and surplus assets of the
Company.
20.6 Subject to the terms of the Business Corporations Act, the holders of
Class B Preferred Shares shall not, as such, be entitled to receive
notice of, or attend or vote at, any meeting of shareholders of the
Company.
20.7 Subject to the Business Corporations Act, the Class B Preferred Shares
shall be redeemable at the option of the Company, upon a 30-day notice
in writing, at a price that shall include the amount paid plus any
declared and unpaid dividends. Where only part of the shares are
redeemed, such redemption shall be made on a pro rata basis of the
shares held by all shareholders, without taking fractional shares into
consideration.
20.8 Subject to the Business Corporations Act, the Company shall have the
right, where it deems appropriate to do so and without notice, to
purchase by mutual agreement all or part of the then issued Class B
Preferred Shares, at the best possible price. Where only part of the
shares are purchased, such purchase shall be made on a pro rata basis
as set forth here above or in any other manner as may be agreed upon
unanimously by the holders of the outstanding Class B Preferred Shares.
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20.9 On the date of purchase, the Class B Preferred Shares thus redeemed or
purchased shall be cancelled.
CLASS C PREFERRED SHARES
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20.10 Class C Preferred Shares may be issued by the directors in one or more
series, and the directors may, from time to time, by resolution passed:
(a) alter the Notice of Articles of the Company to fix the number
of shares in, and to determine the designation of the shares
of, each series; and
(b) alter the Notice of Articles or the Articles of the Company to
create, define and attach special rights and restrictions to
the shares of each series, subject to the special rights and
restrictions attached to the shares of the Class, including
without in any way limiting or restricting the generality of
the foregoing, the following:
(i) the rate, amount or method of calculation of
dividends, if any, and whether the same are subject
to adjustments;
(ii) whether such dividends are cumulative, partly
cumulative or noncumulative;
(iii) the dates, manner and currency of payments of
dividends and the dates from which dividends accrue
or become payable;
(iv) if redeemable or purchasable, the redemption or
purchase prices and the terms and conditions of
redemption or purchase, with or without provision for
sinking or similar funds;
(v) any conversion, exchange or reclassification rights;
and
(vi) any other rights, privileges, restrictions and
conditions not inconsistent with these provisions.
20.11 The Class C Preferred Shares of each series shall, with respect to the
payment of dividends and the distribution of assets in the event of the
liquidation, dissolution or winding-up of the Company, whether
voluntary or involuntary, or any other distribution of the assets of
the Company among its shareholders for the purpose of winding-up its
affairs, rank on a parity with the Class C Preferred Shares of every
other series and be entitled to a preference over the Class A Common
Shares, Class B Preferred Shares and any other class ranking junior to
the Class C Preferred Shares. The Class C Preferred Shares of any
series shall also be entitled to such other preferences, not
inconsistent with these provisions, over the Class A Common Shares, the
Class B Preferred Shares and the shares of any other class ranking
junior to the Class C Preferred Shares, as may be fixed in accordance
with Article 20.10.
20.12 The approval of the holders of Class C Preferred Shares as a class, as
to any matters referred to in these provisions or required by law may
be given as specified below:
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(a) any approval given by the holders of the Class C Preferred
Shares shall be deemed to have been sufficiently given if it
shall have been given in writing by the holders of all of the
outstanding Class C Preferred Shares or by a resolution passed
at a meeting of holders of Class C Preferred Shares duly
called and held for such purpose upon not less than 21 days'
notice at which the holders of at least a majority of the
outstanding Class C Preferred Shares are present or are
represented by proxy and carried by the affirmative vote of
not less than 75% of the votes cast at such meeting. If at any
such meeting the holders of a majority of the outstanding
Class C Preferred Shares are not present or represented by
proxy within 30 minutes after the time appointed for such
meeting, then the meeting shall be adjourned to such date not
less than 15 days thereafter and to such time and place as may
be designated by the chairman of the meeting and not less than
ten days' written notice shall be given of such adjourned
meeting but it shall not be necessary in such notice to
specify the purpose for which the meeting was originally
called. At such adjournment meeting the holders of Class C
Preferred Shares present or represented by proxy shall form a
quorum and may transact the business for which the meeting was
originally called and a resolution passed thereat by the
affirmative vote of not less than 75% of the votes cast at
such meeting shall constitute the approval of the holders of
the Class C Preferred Shares; and
(b) on every poll taken at any such meeting each holder of Class C
Preferred Shares shall be entitled to one vote in respect of
each Class C Preferred Share held. Subject to the foregoing,
the formalities to be observed with respect to the giving or
waiving of notice of any such meeting and the conduct thereof
shall be those from time to time prescribed in the Business
Corporations Act and the Articles of the Company with respect
to meetings of shareholders.
20.13 Except as otherwise provided in the Business Corporations Act or these
provisions, the holders of Class C Preferred Shares shall not, as such,
be entitled to receive notice of, or attend or vote at, any meeting of
the shareholders of the Company.