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ARTICLES OF ASSOCIATION
MOLSON COORS INTERNATIONAL GENERAL, ULC
these Articles, unless there be something in the subject or context inconsistent therewith:
means the Companies Act, R.S.N.S. 1989 and all amendments thereto;
and "these presents" include these Articles of Association and all amendments thereto;
means the company named above;
or "the Board" means the directors of the Company for the time being;
writing" and "written" includes printing, lithography and other modes of representing or reproducing words in visible form;
means the Memorandum of Association of the Company, and all amendments thereto;
means calendar month;
means the registered office for the time being of the Company;
means the register of shareholders kept pursuant to Section 42 of the Act;
means the Registrar of Joint Stock Companies for the time being;
company" and "reporting issuer" shall have the meanings as set out in Section 2 of the Act;
includes any person appointed to perform the duties of the Secretary temporarily;
includes fractional share;
means a member as that term is used in the Act in connection with a company limited by shares;
resolution" has the meaning assigned by Section 87 of the Act;
includes an alternate proxyholder;
importing persons include corporations and any other entity, including partnerships and limited partnerships.
importing the masculine gender include the feminine gender; and
importing the singular number include the plural number and vice versa;
regulations appearing in Table A in the First Schedule to the Act shall not apply to the Company.
directors may enter into and carry into effect or adopt and carry into effect any agreement or agreements made by the promoters of the Company on behalf of the Company and shall
have full power to agree to any modification in the terms of any such agreement or agreements, either before or after their execution.
directors may, out of any moneys of the Company for the time being in their hands, pay all expenses incurred for the formation and establishment of the Company, including the
expenses of registration.
business of the Company may be commenced as soon after incorporation as the directors think fit, and notwithstanding that part only of the shares have been allotted.
authorized capital of the Company consists of 10,000,000,000 common shares without nominal or par value, which may by resolution of the directors be divided into several classes
and/or have attached thereto respectively any preferential, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption and purchase of
such shares, subject however to the provisions of the Act.
directors shall control the shares and, subject to the provisions of these Articles, may allot or otherwise dispose of them, fractional or otherwise, to such persons at such times,
on such terms and conditions and either at a premium or at par as they think fit.
directors may pay on behalf of the Company a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any
shares in the Company, or his procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, provided that such commission paid or agreed to be paid
does not exceed ten percent of the price at which such shares are sold. The commission may be paid or satisfied in cash or in shares, debentures or debenture stock of the Company.
the issue of shares the Company may arrange among the holders thereof differences in the calls to be paid and in the times for their payment.
the whole or part of the allotment price of any shares is, by the conditions of their allotment, payable in instalments, every such instalment shall, when due, be payable to the
Company by the person who is at such time the registered holder of the shares.
may be registered in the names of joint holders not exceeding three in number.
joint holders of a share shall be jointly and severally liable for the payment of all instalments and calls due in respect of such share. On the death of one or more joint holders
of shares the survivor or survivors of them shall alone be recognized by the Company as the registered holder of holders of the shares.
as herein otherwise provided, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered
by a court of competent jurisdiction or required by statute, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person.
of title to shares shall comply with the Act and be in the following form or as near thereto as circumstances will permit, or in such other form as the directors or
shareholders may from time to time approve:
the registered owner of fully [or partially] paid Common Shares of transferable only on the books
of the Company (subject to the
restrictions imposed by the Articles of Association of the Company) by the holder thereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.
WITNESS WHEREOF the Company has caused this Certificate to be signed by its duly authorized officers and to be sealed with the seal of the Company this day
may bear any other legend required by applicable securities laws or the contractual obligations of the holders thereof.
the directors otherwise determine, every certificate of title to shares shall be signed manually by at least one of the Chair, President, Secretary, Treasurer, a
vice-president, an assistant secretary, any other officer of the Company or any director of the Company or by or on behalf of a share registrar transfer agent or branch transfer agent
appointed by the Company or by any other person whom the directors may designate. When signatures of more than one person appear on a certificate all but one may be printed or otherwise mechanically
reproduced. All such certificates when signed as provided in this Article shall be valid and binding upon the Company. If a certificate contains a printed or mechanically reproduced signature of a
person, the Company may issue the certificate, notwithstanding that the person has ceased to be a director or an officer of the Company and the certificate is as valid as if such person were a
director or an officer at the date of its issue.
to any regulations made at any time by the directors, each shareholder may have title to the shares registered in such shareholder's name evidenced by any number of
certificates so long as the aggregate of the shares stipulated in such certificates equals the aggregate registered in his name.
shares are registered in the names of two or more persons, the Company shall not be bound to issue more than one certificate or one set of certificates, and such certificate or
set of certificates shall be delivered to the person first named on the Register.
certificate that has become worn, damaged or defaced may, upon its surrender to the directors, be cancelled and replaced by a new certificate. Any certificate that has become lost
or destroyed may also be replaced by a new certificate upon proof of such loss or destruction to the satisfaction of the directors and the furnishing to the Company of such undertakings of indemnity
as the directors deem adequate.
sum of one dollar or such other sum as the directors from time to time determine shall be paid to the Company for every certificate other than the first certificate issued to any
holder in respect of any share or shares.
directors may cause one or more branch registers of shareholders to be kept in any place or places, whether inside or outside of Nova Scotia.
directors may from time to time make such calls as they think fit upon the shareholders in respect of all monies unpaid on the shares held by them respectively and not made
payable at fixed times by the conditions on which such shares were allotted, and each shareholder shall pay the amount of every call so made on such shareholder to the persons and at the times and
places appointed by the directors. A call may be made payable in instalments.
call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed.
least fourteen days' notice of any call shall be given, and such notice shall specify the time and place at which and the person to whom such call shall be paid.
the sum payable in respect of any call or instalment is not paid on or before the day appointed for the payment thereof, the holder for the time being of the share in respect of
which the call has been made or the instalment is due shall pay interest on such call or instalment at the rate of ten percent per annum from the day appointed for the payment thereof up to the time
of actual payment.
the trial or hearing of any action for the recovery of any money due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered on the Register
as the holder or one of the holders of the share or shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call
was duly given to the shareholder sued in pursuance of these Articles. It shall not be necessary to
the appointment of the directors who made such call or any other matters whatsoever and the proof of the matters stipulated shall be conclusive evidence of the debt.
directors may, if they think fit, receive from any shareholder willing to advance it all or any part of the monies due upon shares held by such shareholder beyond the sums
actually called for; and upon the monies so paid or satisfied in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such
advance has been made the Company may pay interest at such rate, not exceeding ten percent per annum, as the shareholder paying such sum in advance and the directors agree upon, or the directors may
agree with such shareholder that such shareholder may participate in profits upon the amount so paid or satisfied in advance.
FORFEITURE OF SHARES
any shareholder fails to pay any call or instalment on or before the day appointed for payment, the directors may at any time thereafter while the call or instalment remains unpaid
serve a notice on such shareholder requiring such shareholder to pay the call or instalment together with any interest that may have accrued and all expenses that may have been incurred by the Company
by reason of such non-payment.
notice shall name a day (not being less than fourteen days after the date of the notice) and a place or places on and at which such call or instalment and such interest and
expenses are to be paid. The notice shall also state that, in the event of non-payment on or before the day and at the place or one of the places so named, the shares in respect of which
the call was made or instalment is payable will be liable to be forfeited.
the requirements of any such notice are not complied with, any shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or
instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the
forfeited shares and not actually paid before the forfeiture.
any share has been so forfeited, notice of the resolution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of the
forfeiture shall be made in the Register.
share so forfeited shall be deemed the property of the Company and the directors may sell, re-allot or otherwise dispose of it in such manner as they think fit.
may at any time before any share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they
shareholder whose shares have been forfeited shall nevertheless be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or
in respect of such shares at the time of the forfeiture together with interest thereon at the rate of ten per cent per annum from the time of forfeiture until payment. The directors may enforce such
payment if they think fit, but are under no obligation to do so.
certificate under the hand of the Secretary stating that a share has been duly forfeited on a specified date in pursuance of these Articles and the time when it was forfeited shall
be conclusive evidence of the facts therein stated as against all persons who would have been entitled to the share but for such forfeiture.
LIEN ON SHARES
Company shall have a first and paramount lien upon all shares (other than fully paid up shares) registered in the name of each shareholder (whether solely or jointly with others)
and upon the proceeds from the sale thereof for such shareholder's debts, liabilities and other engagements, solely or jointly with any other person, to or with the Company, whether or not the period
fulfilment or discharge thereof has actually arrived, and such lien shall extend to all dividends from time to time declared in respect of such shares. Unless otherwise agreed by the Company
and the transferor of the subject shares, the registration of a transfer of shares shall operate as a waiver of any lien of the Company on such shares.
the purpose of enforcing such lien the directors may sell the shares subject to it in such manner as they think fit; but no sale shall be made until the period for the payment,
fulfilment or discharge of such debts, liabilities or other engagements has arrived, and until notice in writing of the intention to sell has been given to such shareholder, such shareholder's
executors or administrators and such shareholder or shareholders have been in default of such payment, fulfilment or discharge for seven days after receipt of such notice.
net proceeds of any such sale after the payment of all costs shall be applied in or towards the satisfaction of such debts, liabilities or engagement and the residue, if any, paid
to such shareholder or such shareholder's executors, administrators or assigns.
VALIDITY OF SALES
any sale after forfeiture or the enforcing of a lien in purported exercise of the powers given by these Articles the directors may cause the purchaser's name to be entered in the
Register in respect of the shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money. After the purchaser's name has
been entered in the Register in respect of such shares the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and
against the Company exclusively.
TRANSFER OF SHARES
instrument of transfer of any share in the Company shall be signed by the transferor. The transferor shall be deemed to remain the holder of such share until the name of the
transferee is entered in the Register in respect thereof and shall be entitled to receive any dividend declared thereon before the registration of the transfer.
instrument of transfer of any share shall be in writing in the following form or as near thereto as circumstances will permit:
value received hereby sell, assign and transfer
unto shares of the capital stock of the Company represented by the within certificate, and do hereby
constitute and appoint to transfer such stock on the books of the Company with full power of substitution
in the premises.
the day of .
Company is a private issuer and:
transfer of any of the securities of the Company other than any non-convertible debt security (in this article, "securities") shall be effective unless or until
approved by resolution of either the directors or the shareholders, and the directors or shareholders, as the case may be, shall be under no obligation to give such approval or to give any reason for
number of direct or indirect beneficial owners of securities of the Company shall not exceed 50 persons, not including employees and former employees of the Company or its
affiliates, provided that each person is counted as one beneficial owner unless the person is created or used solely to purchase or hold securities of the Company, in which case each beneficial owner
or each beneficiary of the person, as the case may be, must be counted as a separate beneficial owner; and
Company shall distribute securities only to persons described in Section 2.4 of National Instrument 45-106 Prospectus and Registration Exemptions (as the same
may be amended from time to time, "NI45-106").
the purposes of this article, "debt security", "person" and "private issuer" have the meaning given to those terms in NI45-106 and "affiliates" shall have the meaning given to that
term in the Act.
directors may, without assigning any reason therefor, decline to register any transfer of shares not fully paid up, upon which the Company has a lien, or the transfer of which
would result in a violation of the limitation on number of holders described in Article 41 or which is restricted by any agreement to which the Company is a party.
instrument of transfer shall be left at the Office of the Company or its transfer agent where the principal or a branch register of shareholders is maintained for registration
together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove the title of the transferor or his right to transfer the shares.
directors may require that a fee determined by them be paid before or after registration of any transfer.
instrument of transfer shall, after its registration, remain in the custody of the Company. Any instrument of transfer that the directors decline to register shall, except in
case of fraud, be returned to the person who deposited it.
transfer books and Register of Shareholders may be closed during such time as the directors think fit, not exceeding in the whole thirty days in each year, notice of which shall
be given by advertisement in some newspaper circulating in the district in which the Office is situate.
TRANSMISSION OF SHARES
executors or administrators of a deceased shareholder (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to the
shares registered in the name of such shareholder. When a share is registered in the names of two or more joint holders, the survivor or survivors or the executors or administrators of the deceased
survivor, shall be the only persons recognized by the Company as having any title to, or interest in, such share.
anything in these Articles, if the Company has only one shareholder, not being one of several joint holders, and that shareholder dies (or, if a corporate entity, is
dissolved), the executors or administrators of such deceased shareholder or the successor in interest to such corporate shareholder shall be entitled to register themselves in the Register as the
holders of such shareholder's share, whereupon they shall have all the rights given by these Articles and law to shareholders.
person becoming entitled to shares in consequence of the death, bankruptcy, dissolution or amalgamation of any shareholder or in any way other than by allotment or transfer upon
producing evidence of such person being entitled to act in the capacity claimed or of such person's title may, subject to these Articles, be registered as a shareholder in respect of such shares, or
may, without being registered, transfer such shares subject to the provisions of these Articles respecting the transfer of shares. The directors shall have the same right to refuse to register a
person entitled by transmission to any shares, or such person's nominee, as if such person were the transferee named in an ordinary transfer presented for registration.
- (a) The
directors may fix in advance a date as the record date for the determination of shareholders
to receive payment of a dividend or entitled to receive any distribution;
to receive notice of a meeting; or
any other purpose.
no record date is fixed, the record date for the determination of shareholders
to receive notice of a meeting shall be 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;
any other purpose shall be the day on which the directors pass the resolution relating to the particular purpose.
- NOT USED
INCREASE, REDUCTION AND ALTERATION OF CAPITAL
to the Act, the shareholders may by special resolution amend these Articles to increase or alter the share capital of the Company as they think expedient. Without prejudice to
any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard
to dividends, voting, return of share capital or otherwise, as the shareholders may from time to time determine by special resolution. Except as otherwise provided by the conditions of issue, or by
these Articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to transfer and
Company may, by special resolution where required, reduce its share capital in any way and with and subject to any incident authorized and consent required by law. Subject to the
Act and any provisions attached to such shares in these Articles, the Company may redeem, purchase or acquire any of its shares and the directors may determine the manner and the terms for redeeming,
purchasing or acquiring such shares and may provide a sinking fund on such terms as they think fit for the redemption, purchase or acquisition of shares of any class or series.
CLASSES OF SHARES
to the provisions of these Articles, and without prejudice to any special rights previously conferred on the holders of existing shares, any shares may be issued with such
preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, as the Company may from time to time determine by
MODIFICATION OF RIGHTS OF SHAREHOLDERS
at any time the share capital of the Company is divided into different classes of shares pursuant to these Articles or otherwise, all or any of the rights and privileges attached
to any such class may be modified, altered, varied, affected, commuted, abrogated or otherwise dealt with by agreement between the Company and any person purporting to contract on behalf of that
class, provided such agreement is ratified in writing by the holders of at least a two-thirds majority in number of the issued shares of the class or by a resolution passed by the same
majority, and all the provisions hereinafter contained as to general meetings, shall, mutatis mutandis, apply to every meeting of such class of shareholders convened for such purpose, save that the
quorum for such a meeting shall be shareholders holding or representing by proxy one-half in number of the issued shares of the class. This Article shall not be deemed by implication to
curtail the power of modification which the Company would have if it were omitted.
SURRENDER OF SHARES
directors may accept the surrender of any share by way of compromise of any question as to the holder being properly registered in respect thereof. Any share so surrendered may be
disposed of in the same manner as a forfeited share.
BORROWING POWERS AND POWER OF GUARANTEE
directors on behalf of the Company may from time to time in their discretion:
or borrow money for the purpose of the Company;
subject to compliance with the Act, the repayment of moneys so raised or borrowed in such manner and upon such terms and conditions in all respects as they think fit, and in
particular by the execution and delivery of mortgages of the Company's real or personal property, or by the issue of bonds, debentures or debenture stock of the Company secured by mortgage or other
charge upon all or any part of the property of the Company, both present and future, including its uncalled capital for the time being;
or endorse bills, notes, acceptances, cheques, contracts, and other evidence of or securities for money borrowed or to be borrowed for the purposes aforesaid; and
debentures as security for loans.
debentures and other securities may be made assignable, free from any equities between the Company and the person to whom such securities were issued.
bonds, debentures and other securities may be issued at a discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares,
attending and voting at general meetings of the Company, appointment of directors and other matters.
Company may, from time to time, and in the discretion of the directors, guarantee the performance of liabilities, contracts and loans of any kind whatsoever, and may give any
postponements required in connection with that guarantee, and as security for such guarantee, mortgage, pledge, hypothecate or otherwise charge the whole or any of the Company's property, real or
general meetings shall be held at least once in every calendar year at such time and place as may be determined by the directors and not later than fifteen months after the
preceding ordinary general meeting. All other meetings of the Company shall be called special general meetings. In lieu of an ordinary or special general meeting all of the shareholders may sign a
resolution or resolutions pursuant to Article 93.
President, a Vice-President or the directors may whenever they think fit, convene a special general meeting and they shall, upon the written request of shareholders of
the Company holding not less than five percent of the total voting rights of all the shareholders having at the date of the deposit of the written request a right to vote at general meetings of the
Company and in respect of whose shares all calls or other sums then due have been paid, forthwith proceed to convene a special general meeting of the Company, to be held at such time and place as the
written request shall state the objects of the meeting requested, be signed by the shareholders making it and deposited at the Office of the Company. It may consist of several
documents in like form each signed by one or more of the requesting shareholders.
the directors do not proceed to cause a meeting to be held within thirty days after the date that the written request is so deposited, the requesting shareholders, requesting
President or requesting Vice President, as applicable, or a majority of the shareholders in value of shares held, may themselves convene a shareholders' meeting, provided it is held within ninety days
after the date of the deposit of the written request.
at any such meeting a resolution requiring confirmation at another meeting is passed, the directors shall forthwith convene a further special general meeting for the purpose of
considering such resolution and, if thought fit, of confirming it as a special resolution; and if the directors do
convene the meeting within seven days from the date of the passing of the first resolution, the requesting shareholders, or a majority of them in value, may themselves convene the meeting.
meetings shall be convened and held as nearly as possible as meetings are to be convened by the directors.
least seven clear days' notice of every general meeting, (except in the case of meetings where subsection 12(1) or (2) of the Third Schedule to the Act applies, in which
case not less than twenty-one days' notice before the date of the meeting shall be given) specifying the place, day and hour of the meeting and, when special business is to be considered,
the general nature of such business, shall be given to the shareholders entitled to be present at such meeting by notice sent by post or otherwise. With the consent in writing of all the shareholders
entitled to vote at such meeting, a meeting may be convened by a shorter notice and in any manner they think fit, or if all the shareholders are present at a meeting either in person or by proxy,
notice of the time, place and purpose of the meeting may be waived.
it is proposed to pass a special resolution, the two meetings may be convened by the same notice, and it shall be no objection to such notice that it only convenes the second
meeting contingently upon the resolution being passed by the requisite majority at the first meeting.
accidental omission to give any such notice to any of the shareholders or the failure of any shareholder to receive such notice shall not invalidate any resolution passed at any
PROCEEDINGS AT GENERAL MEETINGS
business of any ordinary general meeting shall be to receive and consider the financial statements of the Company and the reports of the directors and auditors, if any, to elect
directors in the place of those retiring and to transact any other business which under these Articles and the Act ought to be transacted at an ordinary general meeting.
business shall be transacted at any general meeting unless the requisite quorum is present at the commencement of the business. A person other than an individual that is a
shareholder of the Company and has a duly authorized agent or representative present at any such meeting shall for the purpose of this Article be deemed to be personally present at such meeting.
shareholders, where there is more than one shareholder, personally present and entitled to vote shall be a quorum for a general meeting for the choice of a Chair and the
adjournment of the meeting. For all other purposes the quorum for a general meeting shall be two shareholders personally present and entitled to vote and holding or representing by proxy not less than
one-tenth in number of such of the issued shares of the Company as confer upon the holders thereof the right to vote at such meeting, provided, that where the Company has less than two
shareholders, all business of the Company shall be conducted in the manner specified in Article 93.
Chair of the Board shall be entitled to take the chair at every general meeting or, if there be no Chair of the Board, or if the Chair is not present within fifteen minutes after
the time appointed for holding the meeting, the President or, failing the President, a Vice-President shall be entitled to take the chair. If the Chair, the President or a
Vice-President is not present within fifteen minutes after the time appointed for holding the meeting, the shareholders present entitled to vote at the meeting shall choose another
director as Chair and, if no director is present or if all the directors present decline to take the chair, then the shareholders present entitled to vote shall by majority vote choose one of their
number to be Chair.
within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if it was convened pursuant to a written request of shareholders, shall be
dissolved; if it was convened in any other way, it shall stand adjourned to the same day, in the next week, at the same time and place. If at such adjourned meeting a quorum is not present, those
to vote who are present shall be a quorum and may transact the business for which the meeting was called.
to the Act, at any general meeting a resolution put to the meeting shall be decided by a show of hands unless, either before or on the declaration of the result of the show of
hands, a poll is demanded by (i) the Chair or (ii) at least five shareholders present and entitled to vote at the meeting or (iii) a shareholder or shareholders holding or
representing by proxy at least one-tenth in number of the issued shares of the Company that confer upon their holders the right to vote at the meeting.
a resolution is decided by a show of hands, a declaration by the Chair that a resolution has been carried, carried by a particular majority, lost or not carried by a particular
majority and an entry to that effect in the Company's book of proceedings shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against
a poll is demanded, it shall be taken in such manner at such time and place as the Chair of the meeting directs, and either at once or after an interval or adjournment or
otherwise. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. When any dispute occurs over the admission
or rejection of a vote, it shall be resolved by the Chair and such determination made in good faith shall be final and conclusive.
there is an equality of votes, either on a show of hands or on a poll, the Chair shall not have a casting vote in addition to the vote or votes that the Chair has as a
Chair of a general meeting may, with the consent of a majority of the shareholders present, 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 that was adjourned.
poll demanded on the election of a Chair of a meeting or any question of adjournment shall be taken at the meeting without adjournment.
demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
VOTES OF SHAREHOLDERS
to the provisions applicable to any shares issued under conditions limiting or excluding the rights of the holders thereof to vote at general meetings, and subject to the
provisions of the Act, on a show of hands every shareholder present in person and every proxyholder have one vote, and upon a poll every shareholder present in person or by proxy shall have one vote
for every share held by such shareholder. Where a person other than an individual that is a shareholder is present by proxy or a representative duly authorized under the Act, such proxy or
representative shall, whether or not such a proxy is a shareholder, be entitled to vote for such person either on a show of hands or at a poll.
person entitled under Article 49 to a transfer of any shares may vote at any general meeting in respect thereof in the same manner as if such person were the registered
holder of such shares so long as such person, at least forty-eight hours before the time of holding the meeting or adjourned meeting at which such person proposes to vote, satisfies the directors of
such person's right to a transfer of such shares.
there are joint registered holders of any share, any one of such persons may vote such share at any meeting, either personally or by proxy, as if such person were solely
entitled to it. If more than one of such joint holders is present at any meeting, personally or by proxy, the one whose name stands first on the register in respect of such share shall alone be
entitled to vote it.
executors or administrators of a deceased shareholder in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.
may be cast either personally or by proxy or, in the case of a shareholder who is not an individual, by a representative duly authorized under the Act.
instrument appointing a proxy shall be in writing under the hand of the appointor or of the appointor's attorney duly authorized in writing. Holders of share warrants shall not be
entitled to vote by proxy in respect of the shares included in such warrants unless otherwise expressed in such warrants.
shareholder of unsound mind in respect of whom an order has been made by any court having jurisdiction may vote by such shareholder's guardian or other person in the nature of a
guardian appointed by that court and any such guardian or other person may vote by proxy.
instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be
deposited at the Office of the Company not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in such instrument proposes to vote. No
instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.
vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or dissolution of the principal, the revocation of the proxy, or
the transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, dissolution, revocation or transfer is received at the Office of the Company before the
meeting or by the Chair of the meeting before the vote is given.
instrument of proxy, when the Company is not a reporting issuer, whether for a specified meeting or otherwise, shall as nearly as circumstances will admit, be in the form
following or in such other form as the directors may from time to time determine:
in the County of , being a shareholder
(or failing such person
) as my proxy to vote for me and on my behalf at the ordinary general (or special general as the case may be) meeting of the Company, to be held on the
day of and at any adjournment thereof, or at any meeting of the Company which may be held
within months from the date thereof, and to sign as my proxy any written
resolutions pursuant to Article 93 of the Articles of Association of the Company.
witness my hand this day of ,
shareholder shall be entitled to be present or to vote on any question, either personally or by proxy or as proxy for another shareholder, at any general meeting or upon a poll, or
be reckoned in a quorum whilst any call or other sum is due and payable to the Company in respect of any of the shares of such shareholder.
resolution passed by the directors, notice of which has been given to the shareholders in the manner in which notices are hereinafter directed to be given and which is, within one
month after it has been passed, ratified and confirmed in writing by shareholders entitled on a poll to three-fifths of the votes, shall be as valid and effectual as a resolution of a general meeting.
This Article shall not apply to a resolution for winding up the Company or to a resolution dealing with any matter that by statute or these Articles ought to be dealt with by a special resolution.
resolution, including a special resolution, in writing and signed by every shareholder who would be entitled to vote on the resolution at a meeting is as valid as if it were passed
by such shareholders at a meeting and satisfied all the requirements of the Act and these Articles respecting meetings of shareholders. A resolution so passed shall be deemed to constitute a waiver of
all notices required to have been given for that meeting. The signature of a shareholder who is a body corporate shall be evidenced by the signature of an Officer or Officers, director or directors,
or other person or persons authorized by the body corporate.
the Company has only one shareholder all business which the Company may transact at ordinary general or special general meetings of shareholders shall be transacted in the
manner provided for in Article 93.
otherwise determined by general meeting, the number of directors shall not be less than one nor shall they be more than fifteen.
directors shall have power at any time from time to time to appoint any other person as a director so long as the total number of directors does not at any time exceed the maximum
number permitted. No such appointment shall be effective unless two-thirds of the directors concur in it.
first director of the Company shall be the subscriber to the Memorandum save that if the subscriber to the Memorandum is a body corporate, the first director or directors shall be
appointed by the subscriber, by an instrument in writing.
director may retire from office upon giving to the Company notice in writing of such director's intention to do so. Such resignation shall take effect upon the tendering of such
notice or such later date as provided for in such notice.
directors shall be paid out of the funds of the Company as remuneration for their service such sums, if any, as the Company in general meeting may determine and such remuneration
shall be divided among them in such proportions and manners as the directors determine. The directors may also be paid their reasonable travelling, hotel and other expenses incurred in attending board
meetings and the execution of their duties as directors.
continuing directors may act notwithstanding any vacancy in their body, but if the number falls below the minimum permitted, the directors shall not, except in emergencies or for
the purpose of filling up vacancies, act so long as the number is below the minimum.
director may, in conjunction with the office of director, and on such terms as to remuneration and otherwise as the directors arrange or determine, hold any other office or place
of profit in the Company or in any company in which the Company is a shareholder or of which the Company is a subsidiary or is otherwise interested.
office of a director shall ipso facto be vacated:
the director becomes bankrupt or makes an assignment for the benefit of creditors;
the director is found mentally incompetent or becomes of unsound mind;
the director resigns by notice to the Company;
the director is removed by special resolution as provided by these Articles; or
the director is removed by special resolution as provided by the Corporations Miscellaneous Provisions Act (Nova Scotia), as amended
from time to time.
director shall be disqualified by such office from contracting with the Company, either as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or
arrangement entered into or proposed to be entered into by or on behalf of the Company in which any director
in any way interested, either directly or indirectly, be avoided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realized by any
such contract or arrangement by reason only of such director holding that office or of the fiduciary relation thereby established. However, the existence and nature of the director's interest must be
declared by such director at a meeting of the directors of the Company. In the case of a proposed contract, such director shall declare the interest at the meeting of directors at which the question
is first taken into consideration, or if such director was not then interested, at the next meeting held after such director became so interested, and when such director becomes interested after it is
made, the director shall declare the interest at the first meeting held after the director becomes so interested. A general notice given to the directors by a director that the director is a
shareholder, shareholder or director of any specified firm or company and is to be regarded as interested in any transaction or contract with such firm or company shall be deemed to be a sufficient
declaration under this Article and no further or other notice shall be required. Upon declaration of the director's interest and subject to the director's fiduciary obigations to the Company, a
director shall be entitled to vote on the interested contract or transaction.
ELECTION OF DIRECTORS
the dissolution of every ordinary general meeting all the directors shall retire from office and be succeeded by the directors elected at such meeting. Retiring directors shall be
eligible for re-election at such meeting.
at any ordinary general meeting at which an election of directors ought to take place no such election takes place, or if no ordinary general meeting is held in any year or period
of years, the retiring directors shall continue in office until their successors are elected and a general meeting for that purpose may on proper notice be held at any time.
Company in general meeting may from time to time increase or reduce the number of directors and may determine or alter their qualification.
Company may, by special resolution, remove any director before the expiration of the period of office and appoint another person in such director's stead. The person so appointed
shall hold office during such time only as the director in whose place the director is appointed would have held office if such director had not been removed.
casual vacancy occurring among the directors may be filled by the directors, but any person so chosen shall retain office only so long as the vacating director would have
retained it if the vacating director had continued as a director.
directors may from time to time appoint one or more of their body to be managing director or managing directors of the Company, either for a fixed term or without any limitation
as to the period for which such person is or they are to hold such office, and may from time to time remove or dismiss such person, or persons from office and appoint another or others in such
person's or their place or places.
managing director shall, subject to the provisions of any contract between the managing director and the Company, be subject to the same provisions as to resignation and removal as
the other directors of the Company, and if for any reason the managing director ceases to hold the office of director, the managing director shall, ipso facto, immediately cease to be a managing
remuneration of a managing director shall from time to time be fixed by the directors and may be by way of salary, commission, participation in profits or any combination of
directors may from time to time entrust to and confer upon the managing director for the time being such powers exercisable under these Articles by the directors as they think
fit, and may confer such powers for such time, and to be exercised for such objects and purposes and upon
terms and conditions, and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for, all or any of
the powers of the directors in that regard; and may from time to time revoke, withdraw, alter or vary all or any of such powers.
PRESIDENT, VICE-PRESIDENT AND OTHER OFFICERS
- (a) The
directors shall elect the President of the Company (who need not be a director) and may determine the period for which the President is to hold office. The
President shall have general supervision of the business of the Company and shall perform such duties as may be assigned to the President from time to time by the Board.
directors may also elect Vice-Presidents and determine the period for which they are to hold office. A Vice-President need not be a director and any
Vice-President shall, at the request of the President or the Board and subject to the directions of the Board, perform the duties of the President during the absence, illness or incapacity
of the President.
directors may elect or appoint such officer or officers of the Company, having such powers and duties, as they see fit.
the directors so decide, the same person may hold more than one of the offices provided for in these Articles.
Company may employ or retain a solicitor or solicitors and such solicitor may, at the request of the Board of directors or on instructions of the Chair of the Board, the
President or the managing director, attend meetings of the directors or shareholders, whether or not the solicitor is a shareholder or a director of the Company. If such solicitor is also a director,
such person may nevertheless charge for services rendered to the Company as a solicitor.
SECRETARY AND TREASURER
directors shall appoint a Secretary of the Company to keep the minutes of the shareholders' and directors' meetings and perform such other duties as may be assigned to the
Secretary by the Board. The directors may also appoint a temporary substitute for the Secretary who shall, for the purposes of these Articles, be deemed to be the Secretary.
directors may appoint a treasurer of the Company to carry out such duties as the Board may assign. If the directors think it advisable, the same person may hold the offices of
both Secretary and treasurer.
CHAIR OF THE BOARD
directors may also elect one of their number to be Chair of the Board and may determine the period during which the Chair is to hold office. The Chair shall perform such duties
and receive such special remuneration as the Board may from time to time provide.
PROCEEDING OF DIRECTORS
directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit, and may determine the quorum necessary
for the transaction of business. Unless otherwise determined two directors shall constitute a quorum if two or more directors have been appointed.
of directors may be held either within or without the Province of Nova Scotia, but within Canada, and the directors may from time to time make arrangements relating to the
of holding directors' meetings, the notices to be given for such meetings and what meetings may be held without notice. Unless otherwise provided by such arrangements:
meeting of directors may be held at the close of every ordinary general meeting of the Company without notice.
of every other directors' meeting may be delivered or mailed or telegraphed or telephoned to each director before the meeting is to take place. Such notice shall be delivered
or mailed or telegraphed or telephoned at least forty-eight hours before the time fixed for the meeting.
meeting of directors may be held without formal notice if all the directors are present or if those absent have signified their assent to such meeting or their consent to the
business transacted at such meeting.
good faith accidental omission to give any such notice to any of the directors or the failure of any director to receive such notice shall not invalidate any resolution passed at
any such meeting.
President or any other director may at any time, and the Secretary, upon the request of the President or any other director, shall summon a meeting of the directors to be held at
the Registered Office of the Company. The President, the Chair of the Board or a majority of the Board may at any time summon a meeting to be held elsewhere in Canada.
arising at any meeting of directors shall be decided by a majority of votes and when there is an equality of votes the Chair of the meeting shall not have a second or
no Chair of the Board is elected, or if at any meeting of directors the Chair is not present within five minutes after the time appointed for holding the meeting, the President,
if a director, shall preside. If the President, being a director, is not present at such time, a Vice-President who is also a director shall preside. If neither the President nor a
Vice-President who is also a director is present at such time, the directors present shall choose one of their number to be Chair of the meeting.
meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or
exercisable by the directors generally.
directors may delegate any of their powers to committees consisting of such number of members of their body as they think fit. Any committee so formed shall in the exercise of
the powers so delegated conform to any regulations that may be imposed on them by the directors.
meetings and proceedings of any such committee consisting of two or more directors shall be governed by the provisions contained in these Articles for regulating the meetings and
proceedings of the directors insofar as they are applicable and are not superseded by any regulations made by the directors.
acts done at any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there
was some defect in the appointment of the directors or persons so acting, 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.
resolution in writing signed by all the directors shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted. A resolution
so effected shall be deemed to constitute a waiver of any notice required under these Articles or the Act to have been given for such a meeting.
the Company has only one director the business affairs of the Company shall be managed by such director and all business which may be transacted at a meeting of the Board of
directors shall be transacted by such director, in Canada, in the manner provided for in the preceding Article.
any one or more of the directors is called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the
Company or the business thereof, the Company may remunerate the director or directors so doing, either by a fixed sum or by a percentage of profits or otherwise. Such remuneration shall be determined
by the directors and may be either in addition to or in substitution for such director's share in the remuneration otherwise authorized by these Articles.
directors shall cause to be kept at the Company's Office in accordance with the provisions of the Act a register of the shareholders of the Company, a register of the bond and
debenture holders of the Company and a register of its directors. Branch registers of the shareholders and the bond and debenture holders may be kept elsewhere, either within or without Nova Scotia,
in accordance with the Act.
directors shall cause minutes to be entered in books designated for the purpose:
all appointments of officers;
the names of the directors present at each meeting of directors and of any committees of directors;
all orders made by the directors and committees of directors; and
all resolutions and proceedings of meetings of the shareholders and of the directors.
such minutes of any meeting of the directors or of any committee of the directors or of the Company, if purporting to be signed by the Chair of such meeting or by the Chair of the
next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.
resolution of the shareholders, the directors, or a committee of the directors, passed pursuant to the provisions of Articles 93 or 127 of these Articles, shall be receivable as
prima facie evidence of the matters stated therein.
POWER OF DIRECTORS
management of the business of the Company shall be vested in the directors who, in addition to the powers and authorities granted by these Articles or otherwise expressly
conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be
exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the statutes in that regard and of these Articles and to any regulations from time to time made by
the Company in general meeting and the provisions of any shareholders' agreement signed by all the shareholders; provided that no regulation so made shall invalidate any prior act of the directors
that would have been valid if such regulation had not been made.
restricting the generality of the terms of the last preceding Article and without prejudice to the powers conferred thereby, and the other powers conferred by these Articles,
the directors shall have power:
take such steps as they think fit to carry out any agreement or contract made by or on behalf of the Company;
pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Company;
purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire, and at such price and generally on such terms and
conditions as they think fit;
their discretion to pay for any property, rights, or privileges acquired by, or services rendered to the Company either wholly or partially in cash or in shares, bonds, debentures
or other securities of the Company, and any such shares may be issued either as fully paid up, or with such amount credited as paid up thereon as may be agreed upon;
to the Act, to secure the fulfilment of any contracts or engagements entered into by the Company by mortgaging or charging all or any of the property of the Company and its
unpaid capital for the time being, or in such other manner as they think fit;
appoint, remove or suspend at their discretion such experts, managers, secretaries, treasurers, officers, clerks, agents and servants for permanent, temporary or special services,
as they from time to time think fit, and to determine their powers and duties, and fix their salaries or emoluments and to require security in such instances and to such amounts as they think fit;
accept from any shareholder insofar as the law permits and on such terms and conditions as may be agreed upon a surrender of his shares or any part thereof;
appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, to
execute and do all such deeds and things as may be requisite in relation to any such trust, and to provide for the remuneration of any such trustee or trustees;
institute, conduct, defend, compound or abandon any legal proceedings by and against the Company or its officers or otherwise concerning the affairs of the Company, and also to
compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company;
refer any claims or demands by or against the Company to arbitration and observe and perform the awards;
make and give receipts, releases and other discharges for money payable to the Company and for claims and demands of the Company;
determine who shall be entitled to exercise the borrowing powers of the Company and sign on the Company's behalf bonds, debentures or other securities, bills, notes, receipts,
acceptances, assignments, transfers, hypothecations, pledges, endorsements, cheques, drafts, releases, contracts, agreements and all other instruments and documents;
provide from time to time for the management of the affairs of the Company abroad in such manner as they think fit, and in particular to appoint any persons to be the attorneys or
agents of the Company with such powers (including power to sub-delegate) and upon such terms as they think fit;
invest and deal with any of the moneys of the Company not immediately required for the purposes thereof in such securities and in such manner as they think fit; and from time to
time to vary or realize such investments;
to the Act, to execute in the name and on behalf of the Company in favour of any director or other person who may incur or be about to incur any personal liability for the
benefit of the Company such mortgages of the Company's property, present and future, as they think fit, and any such mortgages may contain a power of sale and such other powers, covenants and
provisions as are agreed on;
give any officer or other person employed by the Company a commission on the profits of any particular business or transaction or a share in the general profits of the Company, and
Common Seal may be affixed to any instrument (i) in the presence of and contemporaneously with the attesting signature of any director or officer, acting within such
person's authority, or (ii) in the presence of and contemporaneously with the attesting signature of any one person designated by and under the authority of a resolution of the Board of
directors or of a committee thereof. For the purpose of certifying documents or proceedings of the Company the Common Seal may be affixed by any one of the President, Vice-President,
Secretary or a director.
Company may have facsimiles of the Common Seal which may be used interchangeably with the Common Seal.
Company may have for use at any place outside Nova Scotia to which the corporate existence and capacity of the Company extends an official seal that is a facsimile of the Common
Seal of the Company with the addition on its face of the name of the place where it is to be used; and the Company may by writing under the seal of its Common Seal authorize any person to affix such
official seal to any document at such place to which the Company is a party, and may prescribe and limit the type of documents to which the official seal may be affixed by such person.
directors may from time to time declare such dividend as they deem proper upon shares of the Company according to the preferences, rights and restrictions attached to any class
or series of shares, and may determine the date upon which such dividend will be payable and that it will be payable to the persons registered as the holders of the shares on which it is declared at
the close of business upon a record date. No transfer of such shares registered after the record date shall pass any right to the dividend so declared.
may be paid as permitted by law and, without limitation, may be paid out of the profits, retained earnings or contributed surplus of the Company. No interest shall be
payable on any dividend except insofar as the rights attached to any class or series of shares provide otherwise.
declaration of the directors as to the amount of the profits, retained earnings or contributed surplus of the Company shall be conclusive.
directors may from time to time pay to the shareholders such interim dividends as in their judgment the position of the Company justifies.
to these Articles and the preferences, rights and restrictions attached to any class or series of shares, dividends may be declared and paid to the shareholders in proportion
to the amount of capital paid-up on the shares (not including any capital paid-up bearing interest) held by them respectively.
directors may deduct from the dividends payable to any shareholder amounts due and payable by the shareholder to the Company on account of calls, instalments or otherwise, and
may apply the same in or towards satisfaction of such amounts so due and payable.
Company shall be entitled to deduct and withhold from any dividend or amount otherwise payable to any shareholder (the "Payee") such amounts as the Company is (i) required
to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code
of 1986 or any provision of provincial, state, local or foreign tax law, in each case, as amended or succeeded or (ii) entitled to withhold under Section 116 of
the Income Tax Act (Canada) or any analogous provision of provincial laws. To the extent that such amounts are so withheld, such withheld amounts shall
be treated for all purposes hereof as having been paid to the Payee in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the
appropriate taxing authority. To the extent that the amount so required or entitled to be deducted or withheld from any payment to a Payee exceeds the cash portion of the consideration otherwise
payable to the Payee, the Company is hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to the Company to enable it to
comply with such deduction or withholding requirement or entitlement and the Company shall notify the Payee thereof and remit any unapplied balance of the net proceeds of such sale. References in this
section to the Income Tax Act (Canada) or to other tax law are to the Income Tax Act (Canada) or other
tax law as amended from time to time.
directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which
the lien exists.
directors may retain the dividends payable upon shares to which a person is entitled or entitled to transfer upon the death or bankruptcy of a shareholder or in any way other
than by allotment or transfer, until such person has become registered as the holder of such shares or has duly transferred such shares.
the directors declare a dividend on a class or series of shares and also make a call on such shares payable on or before the date on which the dividend is payable, the directors
may retain all or part of the dividend and set off the amount retained against the call.
to the preferences, rights and restrictions attached to any class or series of shares, the directors may declare that a dividend be paid by the distribution of cash,
paid-up shares (at par or at a premium), debentures, bonds or other securities of the Company or of any other company or any other specific assets held or to be acquired by the Company or
in any one or more of such ways.
directors may settle any difficulty that may arise in regard to the distribution of a dividend as they think expedient, and in particular without restricting the generality of
the foregoing may issue fractional certificates, may fix the value for distribution of any specific assets, may determine that cash payments will be made to any shareholders upon the footing of the
value so fixed or that fractions may be disregarded in order to adjust the rights of all parties, and may vest cash or specific assets in trustees upon such trusts for the persons entitled to the
dividend as may seem expedient to the directors.
person registered as a joint holder of any share may give effectual receipts for all dividends and payments on account of dividends in respect of such share.
otherwise determined by the directors, any dividend may be paid by a cheque or warrant delivered to or sent through the post to the registered address of the shareholder
entitled, or, when there are joint holders, to the registered address of the one whose name stands first on the Register for the shares jointly held. Every cheque or warrant so delivered or sent shall
be made payable to the order of the person to whom it is delivered or sent. The mailing or other transmission to a shareholder at the shareholder's registered address (or, in the case of joint
shareholders at the address of the holder whose name stands first on the Register) of a cheque
to the order of the person to whom it is addressed for the amount of any dividend payable in cash after the deduction of any tax which the Company has properly withheld, shall discharge the
Company's liability for the dividend unless the cheque is not paid on due presentation. If any cheque for a dividend payable in cash is not received, the Company shall issue to the shareholder a
replacement cheque for the same amount on such terms as to indemnity and evidence of non-receipt as the directors may impose. No shareholder may recover by action or other legal process
against the Company any dividend represented by a cheque that has not been duly presented to a banker of the Company for payment or that otherwise remains unclaimed for six years from the date on
which it was payable.
directors shall cause proper books of account to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and
expenditure takes place, and of all sales and purchases of goods by the Company, and of the assets, credits and liabilities of the Company.
books of account shall be kept at the Office of the Company or at such other place or places as the directors may direct.
directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company
or any of them shall be open to inspection of the shareholders, and no shareholder shall have any right of inspecting any account or book or document of the Company except as conferred by statute or
authorized by the directors or a resolution of the shareholders.
any ordinary general meeting the directors shall lay before the Company the financial statements, report of the auditor, if any, and the report of the directors required by the
financial statements shall be accompanied by a report of the directors as may be required by the Act. The financial statements shall be approved by the Board and shall be signed
on behalf of the Board and at the Board's direction by two directors of the Company or if the Company has only one director, by that director.
directors shall send copies of the financial statements together with copies of the auditor's report, if any, and the report of the directors to all persons entitled to receive
notices of general meetings of the Company at least seven days before the date of the general meeting at which the reports are to be presented or at least seven days before the signing of a resolution
pursuant to Article 93 in lieu thereof.
costs (if any) to the Company of the formation of the Company, the completion of the title to any property and rights acquired by it, the purchase of any business or contract,
the establishing of any new branch of business, the acquisition by purchase of any property of a wasting nature or any extraordinary expenditure may be spread over a series of years or otherwise
treated as the Board may determine, due provision in their opinion being always made for writing down such cost, and the amount of such cost for the time being outstanding may, for the purpose of
determining dividends, be reckoned as an asset.
AUDITORS AND AUDIT
Company shall at each annual general meeting appoint an auditor or auditors to hold office until the next annual general meeting.
first auditors of the Company may be appointed by the directors at any time before the first annual general meeting and the auditors so appointed shall hold office until such
meeting unless previously removed by a resolution of the shareholders in general meeting, in which event the shareholders at such meeting may appoint auditors.
directors may fill any casual vacancy in the office of auditor but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.
- (a) Subject
to an exemption order made pursuant to the Act, a person is disqualified from being an auditor of the Company if the person is not independent of the
Company, all of its affiliates, or of the directors or officers of the Company and its affiliates.
the purpose of this Article:
is a question of fact; and
person is deemed not to be independent if the person or the person's business partner:
a business partner, director, officer or employee of the Company or any of its affiliates, or a business partner of any director, officer or employee of the Company or any of its
owns, directly or indirectly, or exercises control or direction over a material interest in the shares of or debt owing by the Company or any of its affiliates; or
been a receiver, receiver and manager, liquidator or trustee in bankruptcy of the Company or any of its affiliates within two years of the person's proposed appointment as auditor
of the Company.
auditor who becomes disqualified pursuant to this Article shall resign forthwith upon becoming aware of the disqualification.
remuneration of the auditors shall be fixed by the Company in general meeting, or by the directors pursuant to authorization given by the shareholders at the ordinary general
meeting except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the directors.
- (a) The
auditors shall conduct such audit and make such examination of the financial statements of the Company required by the Act to be placed before the shareholders
in general meeting as is necessary for the auditors to report thereon.
auditors shall report on the financial statements in the form recommended from time to time in the Handbook of the Canadian Institute of Chartered Accountants.
- (a) The
shareholders may, except where the auditor has been appointed by court order pursuant to the Act, by resolution passed by a majority of the votes cast at a
special meeting duly called for the purpose, remove an auditor before the expiration of the auditor's term of office and shall, by a majority of the votes cast at that meeting, appoint another auditor
in place of the removed auditor for the remainder of the term.
calling a special meeting for the purpose specified in sub-article (a) or an annual general or special meeting where the directors are not recommending the
re-appointment of the incumbent auditor, the Company shall, fifteen days or more before the mailing of the notice of the meeting, give to the auditor:
notice of the intention to call the meeting, specifying therein the date on which the notice of the meeting is proposed to be mailed; and
copy of all material proposed to be sent to shareholders in connection with the meeting.
auditor has the right to make to the Company, three days or more before the mailing of the notice of the meeting, representations in writing concerning:
auditor's proposed removal as auditor;
appointment or election of another person to fill the office of auditor; or
auditor's resignation as auditor;
Company shall give notice in writing to an auditor of the auditor's appointment forthwith after the appointment is made.
resignation of an auditor becomes effective at the time the written resignation is sent to the Company or at the time specified in the resignation, whichever is later.
- (a) Upon
the demand of an auditor of the Company, the present or former directors, officers, employees or agents of the Company shall furnish such
and explanations; and
to records, documents, books, accounts and vouchers of the Company or any of its subsidiaries;
are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under the Act and that the directors, officers, employees and agents are reasonably
able to furnish.
the demand of an auditor of the Company, the directors of the Company shall:
from the present or former directors, officers, employees and agents of any subsidiary of the Company the information and explanations that the present or former directors,
officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under the Act;
the information and explanations so obtained to the auditor.
auditor of the Company is entitled to receive notice of every meeting of shareholders and, at the expense of the Company, to attend and be heard at the meeting on matters relating
to the auditor's duties as an auditor.
any director or shareholder of the Company, whether or not the shareholder is entitled to vote at the meeting, gives written notice not less than five days before a meeting of the
Company to the auditor or former auditor of the Company, the auditor or former auditor shall attend the meeting at the expense of the Company and answer questions relating to the auditor or former
auditor's duties as auditor.
director or shareholder who sends a notice referred to in subarticle (d) shall send concurrently a copy of the notice to the Company.
any accounts of the Company fail to disclose the amount of any loan made during the period to which the accounts relate, either by or on the guarantee or security of the Company,
including loans which have been repaid during such period and loans made before such period and outstanding at the expiration thereof or if any such account fails to disclose the total amount paid by
the Company to the directors as remuneration for their services other than the salaries of salaried directors, then it shall be the duty of the auditors to include in their report, so far as they are
able to do so, a statement giving particulars of all such payments and transactions.
auditor's report shall be placed before each annual general meeting of the Company and shall be read at the meeting and be open for inspection by the shareholders present.
- (a) A
director or officer of the Company shall forthwith notify all directors and the auditor or former auditor of any error or misstatement of which the director or
officer becomes aware in a financial statement that the auditor or former auditor has reported upon if the error or misstatement in all the circumstances appears to be significant.
the auditor or former auditor of the Company is notified or becomes aware of an error or misstatement in a financial statement upon which the auditor or former auditor has
reported, and if in the auditor or former auditor's opinion the error or misstatement is material, the auditor or former auditor shall inform each director accordingly.
pursuant to sub-article (b), the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall,
within a reasonable time:
and issue revised financial statements, or
inform the shareholders and any debenture holder of the Company who has demanded or been furnished with the financial statements which contain the error or misstatement.
account of the directors, when audited and approved by a general meeting, shall be conclusive unless an error is discovered within three months after such approval. Whenever
any such error is discovered within that period, the account shall forthwith be corrected and thenceforth be conclusive.
only one auditor is appointed, all the provisions herein contained relating to auditors shall apply to such auditor.
- (a) If
all of the shareholders of the Company consent thereto, the provisions of these Articles and the provisions of the Act regarding the appointment of auditors and
duties of auditors shall not apply with respect to the financial year in respect of which the consent is given.
- Sub-article (a)
shall not apply if the Company is a reporting issuer or a reporting company.
notice may be served by the Company upon shareholders personally or by sending it through the post in a prepaid envelope or wrapper, or by any means of recorded or transmitted
communication, addressed to such shareholder at such shareholder's registered place of address.
who have no registered place of address shall not be entitled to receive any notice.
- NOT USED
notice required to be given by the Company to the shareholders, or any of them, and not expressly provided for by these Articles, shall be sufficiently given if given by
notice given by advertisement shall be advertised twice in a paper published in the place where the head office of the Company is situated, or if no paper is published there,
then in any newspapers published in the Halifax Regional Municipality, Nova Scotia.
notices shall, with respect to any registered shares to which persons are jointly entitled, be given to whichever of such persons is named first in the Register for such shares,
and notice so given shall be sufficient notice to all the joint holders of such shares.
notice sent by post shall be deemed to be served on the third day following that upon which the letter, envelope or wrapper containing it is posted, and in proving such service
it shall be sufficient to prove that the letter, envelope or wrapper containing the notice was properly addressed and put into the post office with the postage prepaid thereon. A certificate in
writing signed by any manager, secretary or other official of the Company that the letter, envelope or wrapper containing the notice was so addressed and posted shall be conclusive evidence thereof.
Any notice sent by facsimile shall be deemed to be served on the day following that upon which it is sent and sending has been confirmed. The foregoing provisions of this clause shall not apply to a
notice of a meeting of the directors.
person who by operation of law, transfer or other means whatsoever becomes entitled to any share shall be bound by every notice in respect of such share that prior to such
shareholder's name and address being entered on the Register was duly served in the manner hereinbefore provided upon the person from whom such shareholder derived his title to such share.
notice or document so advertised or sent by post to or left at the registered address of any shareholder in pursuance of the Articles, shall, notwithstanding that such
shareholder is then deceased and that the Company has notice of death, be deemed to have been served in respect of any registered shares, whether held by such deceased shareholder solely or jointly
with other persons, until some other person is registered in the deceased's stead as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a
sufficient service of such notice or document on the deceased's heirs, executors or administrators and all persons, if any, jointly interested with the deceased in any such share.
signature to any notice given by the Company may be written or printed.
a given number of days' notice or notice extending over any other period is required to be given, the day of service and the day upon which such notice expires shall not, unless
it is otherwise provided in these Articles or the Act, be counted in such number of days or other period.
director or officer, former director or officer, or person who acts or acted at the Company's request, as a director or officer of the Company, a body corporate, partnership or
other association of which the Company is or was a shareholder, partner, member or creditor, and the heirs and legal representatives of such person, in the absence of any dishonesty on the part of
such person, shall be indemnified by the Company against, and it shall be duty of the directors out of the funds of the Company to pay, all costs, losses and expenses, including an amount paid to
settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any claim made against such person or civil, criminal or
administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Company or such body corporate, partnership or other
association, whether the Company is a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on the property
of the Company and have priority as against the shareholders over all other claims.
director or officer, former director or officer, or person who acts or acted at the Company's request, as a director or officer of the Company, a body corporate, partnership or
other association of which the Company is or was a shareholder, partner, member or creditor, in the absence of any dishonesty on such person's part, shall be liable for the acts, receipts, neglects or
defaults of any other director, officer or such person, or for joining in any receipt or other act for conformity, or for the loss, damage or expense happening to the Company through the insufficiency
or deficiency of title to any property acquired for or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of the funds of the Company are
invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any funds, securities or effects are deposited, or for any loss occasioned by error
of judgment or oversight on the part of such person, or for any other loss, damage or misfortune whatsoever which happens in the execution of the duties of such person or in relation thereto.
EXECUTION OF DOCUMENTS AND INSTRUMENTS
transfers, assignments, contracts, obligations, certificates and other instruments and documents of any description whatsoever shall be effectively authorized by and signed on
behalf of the Company if signed by any director or officer acting within such person's authority, whether under seal or otherwise as such signatories may see fit. In addition, the board of directors
or the shareholders may from time to time by resolution direct the manner in which and the person or persons by whom any particular document or instrument or class of documents or instruments may or
shall be signed. Any articles, notice, resolution, requisition, statement or other document or instrument required or permitted to be executed by more than one person may be executed in several
documents or instruments of like form each of which is executed by one or more of such persons, and such documents or instruments, when duly executed by all persons required or permitted, as the case
may be, to do so, shall be deemed to constitute one document of all relevant purposes. The secretary or any other officer or any director may sign certificates and similar instruments on the Company's
behalf with respect to any factual matters relating to the Company's business and affairs, including certificates verifying copies of the constating documents, resolutions and minutes of meetings of
shareholders of the Company may become, from time to time, parties to an agreement between them and to which the Company may be a party (a "Shareholders' Agreement") which will
not form part of these Articles but which is intended to regulate their activities as shareholders of the Company. Any such agreement as amended from time to time may be placed with the corporate
records of the Company and upon such being done will, to the full extent permitted by
and no more, supersede any provisions of these Articles to the contrary. Without limitation but in particular, to the full extent permitted by law and to no greater extent:
Shareholders' Agreement signed by all shareholders shall be deemed a resolution signed by all shareholders entitled to vote thereon for the purposes of the Act and these Articles
but shall not constitute a special resolution;
limiting the foregoing, to the extent that it can be so characterized, any resolution described in paragraph (a) hereof shall be deemed to enact regulations of the
shareholders, described in Article 132, extending or limiting the powers of the directors; and
a director of the Company acts in accordance with, or fails to act in breach of, the obligation of the shareholders or the Company under the Shareholders' Agreement, the
Shareholders' Agreement shall be deemed to constitute a waiver by all signatories thereto or any breach of fiduciary obligation which may be claimed based upon such action or inaction.
directors shall comply with the following provisions of the Act and the Corporations Registration Act: (Section numbers refer to
the appropriate Sections of the Act)
a Register of shareholders. (Section 42);
a register of the holders of debentures, bonds and other securities. (Section 111, Third Schedule);
notice to the Registrar of any consolidation, division, conversion, reconversion or cancellation of the share capital or stock of the Company. (Section 53);
notice to the Registrar of any increase of capital. (Section 55);
a general meeting every year within the proper time. Meetings must be held not later than 15 months after the preceding general meeting. (Section 83);
at each annual general meeting an auditor or auditors of the Company to hold office until the next annual general meeting (Article 157); provided, however this
requirement can be waived as stated in Article 170 unless the Company is a reporting issuer or reporting company;
to the Registrar typed or printed copies of all special resolutions. (Section 88);
a register of directors and officers, send to the Registrar a copy thereof and notify the Registrar of all changes therein. (Section 98);
to the Registrar notice of the address of the Company's registered office and of all changes in such address. (Section 79);
proper minutes of all general meetings and directors' meetings in books reserved for the purpose and kept at the Company's registered office. (Sections 89 and 90);
a certificate under the Corporations Registration Act as soon as business is commenced; and
notice of the recognized agent to the Registrar in compliance with the provisions of Corporations Registration Act.
NAME AND ADDRESS OF SUBSCRIBER
MOLSON COORS BREWING COMPANY
||/s/ MICHAEL J. GANNON
||Name: Michael J. Gannon
||Position: VP, Global Treasurer
|1225 - 17th Street, Suite 3200MCCC
Denver CO 80202-5534
||DATED the 22nd day of March, 2007.
|Witness to the above signature:
|/s/ MICHAEL ABBASS
|Name: Michael Abbass
|Address: 1225 17th St., Suite 3200
Denver, CO 80202 USA
COMMON SHARE PROVISIONS OF MOLSON COORS CANADA
to the rights of the holders of Preference Shares, the holders of the Common Shares shall be entitled to receive and the Company shall pay thereon, as and when declared by the board of
directors out of the moneys of the Company properly applicable to the payment of dividends, such dividends as may be declared thereon by the board of directors.
as otherwise provided in the Companies Act (Nova Scotia) (the "Act"), the holders of the Common Shares shall be entitled to receive notice of,
and to attend or to vote at, any meeting of the shareholders of the Company.
Dissolution or Winding-up
to the rights of the holders of Preference Shares, in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or
any other return of capital or distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the Common Shares shall be entitled to receive the
balance of the assets of the Company.
PREFERENCE SHARE PROVISIONS OF MOLSON COORS CANADA
respect to the Preference Shares, the following terms shall have the meanings ascribed to them below:
means the Companies Act (Nova Scotia).
Amount" in respect of each Preference Share means Cdn. $1.00.
Price" in respect of each Preference Share means the Redemption Amount together with all dividends declared thereon and unpaid up to the date of liquidation, dissolution
or winding-up or the date of redemption, as the case may be.
holders of the Preference Shares shall be entitled to receive and the Company shall pay thereon, as and when declared by the board of directors out of the moneys of the Company properly applicable
to the payment of dividends, non-cumulative preferential dividends at a rate per share of 5% of the Redemption Amount per annum.
of dividends (less any tax or other amount which the Company is required by law or entitled pursuant to the Articles to deduct or withhold) shall, subject as hereinafter provided, be made by
cheque of the Company payable at par at any branch in Canada of the Company's bankers or in such other manner as the payee may approve. Dividends which are represented by a cheque which has not been
presented to the Company's bankers for payment or that otherwise remain unclaimed for a period of six years from the date on which they were declared to be payable shall be forfeited to the Company.
with the consent in writing of the holders of all the Preference Shares outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, on the Common
Shares or any other shares of the Company ranking junior to the Preference Shares, in any year, unless dividends as provided for above have been declared on the Preference Shares for such year and the
of the dividends declared for such year on the Preference Shares then issued and outstanding shall have been paid, or provided for, at the date of such declaration and payment or setting aside
of dividends on the Common Shares or other shares of the Company ranking junior to the Preference Shares.
holders of the Preference Shares shall not be entitled to any dividends other than or in excess of the dividends hereinbefore provided for.
as otherwise provided in the Act, the holders of the Preference Shares shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Company.
Dissolution or Winding-up
the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Company among
its shareholders for the purpose of winding-up its affairs, the holders of the Preference Shares shall be entitled to receive in respect of each such share, before any distribution of any
part of the assets of the Company among the holders of the Common Shares and any other shares of the Company ranking junior to the Preference Shares, an amount equal to the Redemption Price. After
payment to the holders of the Preference Shares of the amount so payable to such holders as herein provided, the holders of the Preference Shares shall not be entitled to share in any further
distribution of the property or assets of the Company.
at the Option of the Company
to any applicable law, the Company shall, at its option, be entitled to redeem at any time or times all or any part of the Preference Shares registered in the name of any holder of any such
Preference Shares on the books of the Company with or without the consent of such holder by giving notice in writing to such holder, (unless such notice is waived by the holder) specifying:
the Company desires to redeem all or any part of the Preference Shares registered in the name of such
part only of the Preference Shares registered in the name of such holder is to be redeemed, the number thereof to be so redeemed;
business day (in this paragraph referred to as the "Redemption Date") on which the Company desires to
redeem such Preference Shares. The Redemption Date shall be
the date that is 30 days after the date on which the notice is given by the Company or such other date as the Company and such holder may agree; and
place of redemption.
Company shall, on the Redemption Date, redeem all Preference Shares so called for redemption by paying to such holder an amount equal to the aggregate Redemption Price (less any tax or other
amount which the Company is required by law or entitled pursuant to the Articles to deduct or withhold) on presentation and surrender of the certificate(s) for such Preference Shares at such place as
may be specified in such notice. The certificate(s) for such Preference Shares shall thereupon be cancelled and the Preference Shares represented thereby shall thereupon be redeemed. Payment of the
aggregate Redemption Price for the Preference Shares to be redeemed shall be made, at the option of the Company, (i) by delivery to such holder of a cheque of the Company payable at par at any
branch in Canada of the Company's bankers; or (ii) by wire transfer by the Company to the holder of the Preference Shares; or (iii) by a demand note with a principal amount equal to the
Price for the Preference Shares to be redeemed. From and after the Redemption Date, such Preference Shares shall cease to be entitled to dividends and the holder thereof shall not be
entitled to exercise any of the rights of holders of Preference Shares in respect thereof unless payment of the Redemption Price is not made on the Redemption Date, in which case the rights of the
holder of the Preference Shares shall remain unaffected until payment in full of the Redemption Price.
at any time, some, but not all, of such Preference Shares are to be redeemed, the Preference Shares to be redeemed shall be selected by lot in such manner as the board of directors determines,
or as nearly as may be in proportion to the number of Preference Shares registered in the name of each holder, or in such other manner as the board of directors determines.
at the Option of the Holder
to any applicable law, a holder of Preference Shares shall be entitled to require the Company to redeem at any time or times any Preference Shares registered in the name of such holder on the
books of the Company by providing five years notice to the Company (as provided for in (c) below) and by tendering to the Company at its registered office a share certificate representing the
Preference Share which the holder desires to have the Company redeem together with a request in writing (in this paragraph referred to as a "Redemption Demand"), (unless such request is waived by the
the holder desires to have one or more Preference Shares represented by such certificate redeemed by the Company;
such certificate represents more than one Preference Share, the number of Preference Shares to be redeemed; and
business day (in this paragraph referred to as the "Redemption Date") on which the holder desires to have the Company redeem such Preference Shares which shall be at least five
years from the date of the Redemption Demand.
Company shall, on such Redemption Date, redeem all Preference Shares required to be redeemed by paying to such holder an amount equal to the aggregate Redemption Price (less any tax or other
amount which the Company is required by law or entitled pursuant to the Articles to deduct or withhold) on presentation and surrender of the certificate(s) for the Preference Shares to be so redeemed
at the registered office of the Company. The certificate(s) for such Preference Shares shall thereupon be cancelled and the Preference Shares represented thereby shall thereupon be redeemed. Payment
of the aggregate Redemption Price for the Preference Shares to be redeemed shall be made, at the option of the Company, (i) by delivery to such holder of a cheque of the Company payable at par
at any branch in Canada of the Company's bankers; (ii) by wire transfer by the Company to the holder of the Preference Shares; or (iii) by a demand note with a principal amount equal to,
the aggregate Redemption Price for the Preference Shares to be redeemed. From and after the Redemption Date, such Preference Shares shall cease to be entitled to dividends and the holder thereof shall
not be entitled to exercise any of the rights of holders of Preference Shares in respect thereof unless payment of the said Redemption Price is not made on the Redemption Date, in which case the
rights of the holder of the Preference Shares shall remain unaffected until payment in full of the Redemption Price.
fewer than all Preference Shares represented by a certificate are redeemed, the holder shall be entitled to receive, at the expense of the Company, a new certificate representing the Preference
Shares which have not been redeemed.
on Dividends and Other Distributions
with the consent in writing of the holders of all the Preference Shares outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, and no other
distributions shall at any time be made on or in respect of the common shares, or any other shares of the Company ranking junior to the Preference Shares, if the payment or setting aside for payment
of such dividend or the making of such distribution would impair the ability of the Company to redeem any Preference Shares pursuant to either paragraph 5 or 6, as the case may be.
COMMON SHARE PROVISIONS OF MOLSON COORS CANADA HOLDCO, ULC
PREFERENCE SHARE PROVISIONS OF MOLSON COORS CANADA HOLDCO, ULC