EX-1.24 2 d120783dex124.htm EX-1.24 EX-1.24

Exhibit 1.24

 

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[Translation]

SCHEDULE A

to the articles of incorporation of the Corporation

The share capital of the Corporation is composed of an unlimited number of Class A, Class B and Class C shares, all without par value. The rights, privileges, conditions and restrictions attached to each of these classes of shares are those described hereinafter regarding each of them.

 

1. CLASS A SHARES

Subject to the rights granted to the holders of all other classes of shares of the share capital of the Corporation, the Class A shares shall have attached thereto the following rights, privileges, restrictions and conditions:

1.1 VOTE. The holder of Class A shares shall be entitled to one (1) vote for each Class A share they hold and shall be entitled to receive notice of the meetings of the shareholders of the Corporation and to attend them, except for those at which only the holders of a specific class of shares are entitled to vote.

1.2 DIVIDENDS. The registered holders of Class A shares shall be entitled to receive, during each financial year of the Corporation, all the dividends declared on these shares by the directors of the Corporation, if any, pari passu with the holders of Class B and Class C shares.

To this end, the directors of the Corporation, at their entire discretion and without being required to comply with the principle of equality among shareholders, may declare dividends on the shares of any other class during a financial year, without being obliged to declare a dividend on the Class A shares for the financial year in question.

Any dividend declared on the Class A shares shall be payable at the time or times, for the amounts, in such manner and at such place or places as the directors of the Corporation might determine from time to time.

1.3 LIQUIDATION. Subject to the preferential rights granted to the holders of Class B shares, in the event of liquidation, winding-up or dissolution of the Corporation or any distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of Class A shares shall be entitled to share the remaining assets and funds of the Corporation, equally and rateably, concurrently with the holders of Class B and Class C shares, but after payment to the holders of Class B shares of an amount equivalent to the capital paid on these shares, plus the dividends declared and unpaid.

 

2. CLASS B SHARES

Subject to the rights granted to the holders of all other classes of shares of the share capital of the Corporation, the Class B shares shall have attached thereto the following rights, privileges, restrictions and conditions:

2.1 VOTE. The holders of Class B shares shall be entitled to one (1) vote for each Class B share they hold and shall be entitled to receive notice of the meetings of the shareholders of the Corporation and to attend them, except for those at which only the holders of a specific class of shares are entitled to vote.

 

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2.2 DIVIDENDS. The registered holders of Class B shares shall be entitled to receive, during each financial year of the Corporation, all the dividends declared on these shares by the directors of the Corporation, if any, pari passu with the holders of Class A and Class C shares.

To this end, the directors of the Corporation, at their entire discretion and without being required to comply with the principle of equality among shareholders, may declare dividends on the shares of any other class during a financial year, without being obliged to declare a dividend on the Class B shares for the financial year in question.

Any dividend declared on the Class B shares shall be payable at the time or times, for the amounts, in such manner and at such place or places as the directors of the Corporation might determine from time to time.

2.3 LIQUIDATION. In the event of liquidation, winding-up or dissolution of the Corporation or any distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of Class B shares shall rank prior to the holders of all other classes of shares and no amount shall be paid or any assets distributed to the holders of any other classes of shares of the share capital of the Corporation until the holders of Class B shares have been paid an amount equivalent to the capital paid on these shares, plus an amount equivalent to all the dividends then declared on these shares and unpaid, and the holders of Class B shares shall be entitled to be paid equally and rateably all such monies out of the assets of the Corporation by preference over and in priority to the holders of the shares of any other classes of the share capital of the Corporation. The holders of Class B shares shall also be entitled to share the remaining assets and funds of the Corporation, equally and rateably, concurrently with the holders of Class A and Class C shares.

 

3. CLASS C SHARES

Subject to the rights granted to the holders of all other classes of shares of the share capital of the Corporation, the Class C shares shall have attached thereto the following rights, privileges, restrictions and conditions:

3.1 VOTE. Except where expressly provided to the contrary herein, the holders of Class C shares shall not be entitled, in this capacity, to any vote for the election of the directors or for any other purpose and not be entitled to receive notice of the meetings of the shareholders of the Corporation and to attend them.

3.2 DIVIDENDS. The registered holders of Class C shares shall be entitled to receive, during each financial year of the Corporation, all the dividends declared on these shares by the directors of the Corporation, if any, pari passu with the holders of Class A and Class B shares.

To this end the directors of the Corporation, at their entire discretion and without being required to comply with the principle of equality among shareholders, may declare dividends on the shares of any other class during a financial year, without being obliged to declare a dividend on the Class C shares for the financial year in question.

 

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Any dividend declared on the Class C shares shall be payable at the time or times, for the amounts, in such manner and at such place or places as the directors of the Corporation might determine from time to time.

3.3 LIQUIDATION. Subject to the preferential rights granted to the holders of Class B shares, in the event of liquidation, winding-up or dissolution of the Corporation or any distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of Class C shares shall be entitled to share the remaining assets and funds of the Corporation, equally and rateably, concurrently with the holders of Class A and Class B shares, but after payment to the holders of Class B shares of an amount equivalent to the capital paid on these shares, plus the dividends declared and unpaid.

3.4 AMENDMENTS. As long as any there are Class C shares issued and outstanding, the Corporation may not, except with the approval of the holders of Class C shares, as mentioned hereinafter, and after having complied with the relevant provisions of the laws that govern the Corporation, (a) create any other class of shares ranking prior to or pari passu with the Class C shares, or (b) revoke, amend or otherwise change any of the provisions contained in paragraphs 3.1 to 3.3 hereof or in this paragraph 3.4.

Any approval by the above-mentioned holders of Class C shares shall be deemed to have been sufficiently given if contained in (a) a resolution adopted by at least 2/3 of the votes cast at a meeting of the holders of Class C shares held for this purpose, at which meeting these holders shall be entitled to one (1) vote for each Class C share held by them respectively, or in (b) an instrument signed by the holders of at least 2/3 of the then issued and outstanding Class C shares.

Any approval given in this manner shall be binding upon all the holders of Class C shares.

 

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Schedule

Restrictions on Share Transfers

The shares of the Corporation may not be transferred without the consent (i) of the directors expressed by a resolution passed or signed by them and recorded in the books of the Corporation, or (ii) of the holders of the majority in number of the outstanding voting shares of the Corporation.

 

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Schedule

Other Provisions

When the articles of the Corporation provide for the minimum and maximum number of directors, the number of directors of the Corporation, within these numbers, may be determined, from time to time, by resolution of the directors.

The securities of the Corporation, other than the shares and the non-convertible debt securities, may not be transferred except in accordance with the restrictions on their transfer contained in the agreement among the holders of the applicable securities; in the absence of such restrictions, no transfer may be made without the consent of the directors expressed by a resolution.

 

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