-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E5peCPQo2MPlCKtHarnaV6dZHA0NoC8+4YTrvIDufNyoYpE/wdBn+BjD2lLINj+O vUqJpLwUjlL3CMpOD3oP9w== 0000950123-05-015042.txt : 20051221 0000950123-05-015042.hdr.sgml : 20051221 20051221165817 ACCESSION NUMBER: 0000950123-05-015042 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20051219 FILED AS OF DATE: 20051221 DATE AS OF CHANGE: 20051221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANWEST GLOBAL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001003565 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14148 FILM NUMBER: 051279132 BUSINESS ADDRESS: STREET 1: 3100 TD CENTRE STREET 2: 201 PORTAGE AVE CITY: WINNIPEG MANITOBA STATE: A2 BUSINESS PHONE: 2049562025 MAIL ADDRESS: STREET 1: 1981 MCGILL COLLEGE AVE CITY: MONTREAL STATE: A8 ZIP: H3A 3C7 6-K 1 y15807e6vk.txt FORM 6-K ================================================================================ FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2005 Commission File Number: 001-14148 ---------- CANWEST GLOBAL COMMUNICATIONS CORP. (Translation of registrant's name into English) ---------- 3100 CANWEST GLOBAL PLACE 201 PORTAGE AVENUE WINNIPEG, MANITOBA, CANADA R3B 3L7 (204) 956-2025 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F X ----- ----- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___________. Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. Indicate by check mark whether by furnishing the information contained in this Form the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X ----- ----- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________ ================================================================================ SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CANWEST GLOBAL COMMUNICATIONS CORP. Date: December 21, 2005 By: /s/ JOHN E. MAGUIRE ------------------------------------ John E. Maguire Chief Financial Officer EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 1 CanWest Global Communications Corp. Restated Certificate of Incorporation dated November 19, 1998. 2 CanWest Global Communications Corp. Certificate of Amendment dated November 3, 2000. 3 CanWest Global Communications Corp. Certificate of Amendment dated April 27, 2001.
EX-99.1 2 y15807exv99w1.txt EX-99.1: RESTATED CERTIFICATE OF INCORPORATION Exhibit 1 (LOGO INDUSTRY CANADA) Industrie Canada RESTATED CERTIFICATE OF INCORPORATION CERTIFICAT DE CONSTITUTION A JOUR CANADA BUSINESS CORPORATIONS ACT LOI CANADIENNE SUR LES SOCIETES PAR ACTIONS CANWEST GLOBAL COMMUNICATIONS CORP. 273746-9 ______________________________________________ _______________________________________ NAME OF CORPORATION-DENOMINATION DE LA SOCIETE CORPORATION NUMBER-NUMERO DE LA SOCIETE I hereby certify that the articles of Je certifie que les statuts incorporation of the above-named corporation constitutifs de la societe were restated under section 180 of the Canada susmentionnee ont ete mis a jour en Business Corporations Act as set out in the vertu de l'article 180 de la Loi attached restated articles of incorporation. canadienne sur les societis par actions, tel qu'il est indique dans les statuts mis a jour ci-joints. November 19, 1998/le 19 novembre 1998 /s/ Illegible - ---------------------------------------------- Director - Directeur EFFECTIVE DATE OF RESTATEMENT - DATE D'ENTREE EN VIGUEUR DE LA MISE A JOUR
(CANADA LOGO) (LOGO) Consumer and Consommation et FORM 7 FORMULE 7 Corporate Affairs Canada Affaires commerciales Canada RESTATED ARTICLES OF STATUTS CONSTITUTES INCORPORATION MIS A JOUR Canada Business Loi regissant les societes (SECTION 180) (ARTICLE 180) Corporations Act par actions de regime federal
1 -- Name of corporation -- Denomination de la societe Corporation No. -- No de la societe 273746-9 CANWEST GLOBAL COMMUNICATIONS CORP. 2 -- The place in Canada where the registered office is situated Lieu au Canada ou est situe le siege social City of Winnipeg, Province of Manitoba 3 -- The classes and any maximum number of shares that the Categories et tout nombre maximal d'actions que la corporation is authorized to issue societe est autorisee a emettre An unlimited number of Preference Shares, issuable in series; an unlimited number of Multiple Voting Shares; an unlimited number of Subordinate Voting Shares; and an unlimited number of Non-Voting Shares. The rights, privileges, restrictions and conditions attaching to the shares are set out in the annexed Schedule I which forms part of this document. 4 -- Restrictions, if any, on share transfers Restrictions sur le transfert des actions, s'il y a lieu The annexed Schedule II is incorporated in this form. 5 -- Number (or minimum and maximum number) of directors Nombre (ou nombre minimal et maximal) d'administrateurs The minimum number of directors is three and the maximum number of directors is twenty. 6 -- Restrictions, if any, on business the corporation may Limites Imposees a I'activite commerciale de la societe, carry on s'il y a lieu NIL 7 -- Other provisions, if any Autres dispositions, s'il y a lieu The directors may appoint one or more directors who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, provided that the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual meeting of shareholders. The foregoing restated articles of incorporation correctly set Cette mise a jour des statuts constitutifs demontre out, without substantive change, the corresponding provisions of exacte-ment, sans changement substantiel, les the articles of incorporation/as amended and supersede the dispositions corres-pondantes des statuts constitutifs original articles of Incorporation. modifies qui remplacent les statuts constitutifs originaux. Signature Date FOR DEPARTMENTAL USE ONLY -- D-J M Y-A A L'USAGE DU MINISTERE SEULEMENT 12 11 98 /s/ Illegible - ----------------------------------- Title -- Titre Filed -- Deposee Corporate Secretary
SCHEDULE I RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHING TO PREFERENCE SHARES 1. DIRECTORS' RIGHT TO ISSUE IN ONE OR MORE SERIES The Preference Shares may be issued at any time or from time to time in one or more series. Before any shares of a series are issued, the board of directors of the Corporation will fix the number of shares that will form such series and will, subject to the limitations set out in the Articles, determine the designation, rights, privileges, restrictions and conditions to be attached to the Preference Shares of such series, the whole subject to the filing with the Director (as defined in the Canada Business Corporations Act (the "Act")) of Articles of Amendment containing a description of such series including the rights, privileges, restrictions and conditions attaching thereto as determined by the board of directors of the Corporation. 2. RANKING OF THE PREFERENCE SHARES The Preference Shares of each series will rank on a parity with the Preference Shares of every other series with respect to dividends and return of capital and will be entitled to a preference over the Multiple Voting Shares, the Subordinate Voting Shares, the Non-Voting Shares and over any other shares of the Corporation ranking junior to the Preference Shares with respect to priority in payment of dividends and in the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs. If any cumulative dividends, whether or not declared, or declared non-cumulative dividends or amounts payable on return of capital are not paid in full in respect of any series of the Preference Shares, the Preference Shares of all series will participate rateably in respect of such dividends in accordance with the sums that would be payable on such shares if all such dividends were declared and paid in full, and in respect of such return of capital in accordance with the sums that would be payable on such return of capital if all sums so payable were paid in full; provided, however, that if there are insufficient assets to satisfy in full all such claims as aforesaid, the claims of the holders of the Preference Shares with respect to return of capital will be paid and satisfied first and any assets remaining thereafter will be applied towards the payment and satisfaction of claims in respect of dividends. The Preference Shares of any series may also be given such other preferences not inconsistent with the rights, privileges, restrictions and conditions attaching to the Preference Shares as a class over the Multiple Voting Shares, the Subordinate Voting Shares, the Non-Voting Shares and over any other shares of the Corporation ranking junior to the Preference Shares as may be determined by the board of directors of the Corporation in the case of such series of Preference Shares. 3. VOTING RIGHTS Except as hereinafter provided or as required by law or as provided in the Articles relating to any series of Preference Shares, the holders of the Preference Shares will not be entitled as such to receive notice of, to attend or to vote at any meeting of the shareholders of the Corporation. 4. AMENDMENT WITH APPROVAL OF HOLDERS OF PREFERENCE SHARES The rights, privileges, restrictions and conditions attaching to the Preference Shares as a class may be added to, changed or removed but only with the approval of the holders of the Preference Shares given as hereinafter specified. 5. APPROVAL OF HOLDERS OF THE PREFERENCE SHARES The approval of the holders of the Preference Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Preference Shares as a class or in respect of any other matter requiring the consent of the holders of the Preference Shares may be given in such manner as may then be required by law, subject to a minimum requirement that such approval be given by resolution signed by all the holders of the Preference Shares or passed by the affirmative vote of at least 2/3 of the votes cast at a meeting of the holders of the Preference Shares duly called for that purpose. The formalities to be observed with respect to the giving of notice of any such meeting or any adjourned meeting, the quorum required therefor and the conduct thereof will be those from time to time prescribed by the by-laws of the Corporation with respect to meetings of shareholders, or if not so prescribed, as required by the Act as in force at the time of the meeting. On every poll taken at every meeting of the holders of the Preference Shares as a class, or at any joint meeting of the holders of two or more series of Preference Shares, each holder of Preference Shares entitled to vote thereat will have one vote in respect of each $1.00 of the issue price of each Preference Share held. -4- RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHING TO MULTIPLE VOTING SHARES, SUBORDINATE VOTING SHARES AND NON-VOTING SHARES 1. DEFINITIONS Capitalized terms used in this Schedule I and not defined herein shall have the meanings ascribed to such terms in Schedule II to these Articles. In this Schedule I, the following terms shall have the following meanings, unless the context otherwise requires: "CANADIAN HOLDER" means a holder of Multiple Voting Shares, Subordinate Voting Shares or Non-Voting Shares who is a Canadian and one or more Canadians beneficially own and Control, directly or indirectly, and otherwise than by way of security only, such shares. "CONVERSION PERIOD" means the period of time commencing on the Offer Date and terminating on the Expiry Date. "CONVERTED SHARES" means Subordinate Voting Shares resulting from the conversion of Non-Voting Shares into Subordinate Voting Shares pursuant to paragraph 8(a). "EQUITY SHARE" means a Multiple Voting Share, a Subordinate Voting Share or a Non-Voting Share. "EXCLUSIONARY OFFER" means a Subordinate Voting Share Offer, made by an Offeror, that: (i) must, by reason of requirements of applicable securities legislation or of a stock exchange on which the Subordinate Voting Shares are listed, be made to all or substantially all of the holders of Subordinate Voting Shares who are in a province or territory of Canada to which such requirements apply; and -5- (ii) is not made concurrently with an offer to purchase the Non-Voting Shares at a price at least equal to the Offer Price and that is identical to the Subordinate Voting Share Offer in terms of the percentage of outstanding shares of each class to be taken up (exclusive of shares of each class owned immediately before the offer by the Offeror) and the form or forms of consideration offered and in all other material respects (except with respect to the conditions to the Offeror's obligation to take up and pay for Subordinate Voting Shares that may be attached to the Subordinate Voting Share Offer), and that has no condition attached other than the right not to take up and pay for Non-Voting Shares tendered if no Subordinate Voting Shares are purchased under the Subordinate Voting Share Offer. "EXPIRY DATE" means the last date on which holders of Subordinate Voting Shares may accept an Exclusionary Offer in accordance with its terms. "HOLDER" means the holder of Multiple Voting Shares, Subordinate Voting Shares or Non-Voting Shares, as the case may be, registered on the books of the Corporation. "NON-CANADIAN HOLDER" means a holder who is not a Canadian holder. "OFFER DATE" means the date on which an Exclusionary Offer is made. "OFFEROR" means a person that makes an offer to purchase Subordinate Voting Shares, and includes any Associate or "affiliate" (as defined in the Canada Business Corporations Act) of such person or any other person that is disclosed in the offering document relating to such offer to be acting jointly or in concert with such first mentioned person, but excludes the Corporation. "OFFER PRICE" means the price per share offered for Subordinate Shares under a Subordinate Voting Share Offer. "RE-CONVERSION" has the meaning given to it in paragraph 8(c). "SUBORDINATE VOTING SHARE OFFER" means an offer to purchase Subordinate Voting Shares and includes any amendment or variation to a previous offer to purchase Subordinate Voting Shares except an amendment or variation comprised solely of a change to the conditions to the Offeror's obligations to take up and pay for Subordinate Voting Shares attached to the Subordinate Voting Share Offer. 2. DIVIDENDS The Multiple Voting Shares, the Subordinate Voting Shares and the Non-Voting Shares will rank equally with one another and subordinate to the Preference Shares as to such dividends as may be declared by the Board of Directors out of funds legally available therefor and all dividends, other than stock dividends payable in equity shares, declared at any time after the date these articles of amendment become effective will be declared contemporaneously and paid at the same time in the same property and in equal amounts per share on all the Multiple Voting Shares, all the Subordinate Voting Shares and all the Non-Voting Shares at the time outstanding, without preference or priority of one share over another. The Board of Directors may declare separate stock dividends payable in equity shares for each of the Multiple Voting Shares, Subordinate Voting Shares and Non-Voting Shares provided that: (a) such stock dividends shall be declared contemporaneously and paid at the same time and in equal numbers of additional equity shares per share on all the Multiple Voting Shares, all the Subordinate Voting Shares and all the Non-Voting Shares at the time outstanding; (b) such stock dividends shall be paid (i) in Multiple Voting Shares to the holders of Multiple Voting Shares, provided that each Canadian holder of Multiple Voting Shares may elect, in the manner prescribed by the Board of Directors from time to time, to receive such stock dividends in Subordinate Voting Shares or Non-Voting Shares and each Non-Canadian holder of Multiple Voting Shares may elect, in the manner prescribed by the Board of Directors from time to time, to receive such stock dividends in Non-Voting Shares and absent any election such stock dividends shall be paid in Multiple Voting Shares to such holder, (ii) in Subordinate Voting Shares to the Canadian holders of Subordinate Voting Shares, provided that each Canadian holder of Subordinate Voting Shares may elect, in the manner prescribed by the Board of Directors from time to time, to receive such stock dividends in Non-Voting Shares and absent any election such stock dividends shall be paid in Subordinate Voting Shares to such holder, and (iii) in Non-Voting Shares to the Non-Canadian holders of Subordinate Voting Shares and to the holders of Non-Voting Shares; and (c) the Board of Directors may determine to add different amounts per share to the stated capital account of each such class in respect of any stock dividends. Canadian holders of Multiple Voting Shares or Subordinate Voting Shares who wish to receive stock dividends in the form of additional Subordinate Voting Shares, as applicable, may be required in the discretion of the Board of Directors to furnish the Transfer Agent with a declaration referred to in paragraph 7(a). 3. RIGHTS ON LIQUIDATION In the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Multiple Voting Shares, Subordinate Voting Shares and Non-Voting Shares will be entitled to receive, after payment of all liabilities of the Corporation and subject to the preferential rights of any class of shares ranking in priority to Multiple Voting Shares, Subordinate Voting Shares and Non-Voting Shares, the remaining assets and property of the Corporation, in equal amounts per share, without preference or priority of one share over another. 4. VOTING The holders of Multiple Voting Shares and the holders of Subordinate Voting Shares are entitled to receive notice of any meeting of shareholders of the Corporation and to attend and vote thereat, except those meetings where only the holders of shares of a particular class or of a particular series are entitled to vote. Each Subordinate Voting Share will entitle the holder thereof to have one vote for each share held and each Multiple Voting Share will entitle the holder thereof to have ten votes for each share held. The holders of Non-Voting Shares are entitled to receive notice of any meeting of shareholders of the Corporation and to attend thereat, except those meetings where only the holders of shares of a particular class or of a particular series are entitled to vote. Subject to the provisions of applicable law, a Non-Voting Share will not entitle the holder thereof to any right to vote at any meeting of shareholders of the Corporation. 5. CONVERSION OF MULTIPLE VOTING SHARES AT ANY TIME (a) Conversion Right A holder of Multiple Voting Shares has the right, at the holder's option, at any time to convert all or a part of such Multiple Voting Shares into (i) fully paid and non-assessable Subordinate Voting Shares on the basis of one Subordinate Voting Share for each Multiple Voting Share so converted, provided, at the time of such conversion, the holder is a Canadian holder, or (ii) fully paid and non-assessable Non-Voting Shares on the basis of one Non-Voting Share for each Multiple Voting Share so converted. (b) Conversion Procedure The conversion right provided for in paragraph 5(a) may be exercised by notice in writing given to the Corporation at its registered office and to the transfer agent(s) from time to time for the Multiple Voting Shares, the Subordinate Voting Shares and the Non-Voting Shares (the "Transfer Agent"), accompanied by the certificate or certificates representing the Multiple Voting Shares in respect of which the holder thereof desires to exercise such right of conversion. Such notice must be signed by the holder or its duly authorized attorney and must specify the number of Multiple Voting Shares which the holder desires to have converted. If less than all the Multiple Voting Shares represented by any certificate or certificates accompanying any such notice are to be converted, the holder will be entitled to receive, at the expense of the Corporation, a new certificate representing the Multiple Voting Shares comprised in the certificate or certificates surrendered as aforesaid which are not to be converted. On any conversion of Multiple Voting Shares, the share certificates representing the Subordinate Voting Shares or Non-Voting Shares resulting therefrom will be issued in the name of the holder of the Multiple Voting Shares converted or, subject to payment by the holder of any stock transfer or other applicable taxes, in the name of such person as the holder may direct in writing, provided that in the case of a conversion into Subordinate Voting Shares such person furnishes the Transfer Agent with a declaration referred to in paragraph 7(a). The right of a holder of Multiple Voting Shares to convert the same into Subordinate Voting Shares or Non-Voting Shares will be deemed to have been exercised, and the holder of Multiple Voting Shares to be converted (or any person in whose name such holder of Multiple Voting Shares will have directed certificates representing Subordinate Voting Shares or Non-Voting Shares to be issued) will be deemed to have become a holder of Subordinate Voting Shares or Non-Voting Shares, as the case may be, of record for all purposes on the date of surrender of the certificate representing the Multiple Voting Shares to be converted accompanied by notice in writing as referred to above, notwithstanding any delay in the delivery of the certificate representing the Subordinate Voting Shares or Non-Voting Shares into which such Multiple Voting Shares have been converted provided, in the case of a conversion into Subordinate Voting Shares, that the holder has delivered a declaration referred to in paragraph 7(a) if such declaration has been requested by the Corporation prior to the issuance of the certificates evidencing the Subordinate Voting Shares. 6. CONVERSION OF SUBORDINATE VOTING SHARES AT ANY TIME (a) Conversion Right A holder of Subordinate Voting Shares has the right, at the holder's option, at any time to convert all or a part of such Subordinate Voting Shares into fully paid and non-assessable Non-Voting Shares on the basis of one Non-Voting Share for each Subordinate Voting Share so converted. (b) Conversion Procedure The conversion right provided for in paragraph 6(a) may be exercised by notice in writing given to the Transfer Agent, accompanied by the certificate or certificates representing the Subordinate Voting Shares in respect of which the holder thereof desires to exercise such right of conversion. Such notice must be signed by the holder or its duly authorized attorney and must specify the number of Subordinate Voting Shares which the holder desires to have converted. If less than all the Subordinate Voting Shares represented by any certificate or certificates accompanying any such notice are to be converted, the holder will be entitled to receive, at the expense of the Corporation, a new certificate representing the Subordinate Voting Shares comprised in the certificate or certificates surrendered as aforesaid which are not to be converted. On any conversion of Subordinate Voting Shares, the share certificates representing the Non-Voting Shares resulting therefrom will be issued in the name of the holder of the Subordinate Voting Shares converted or, subject to payment by the holder of any stock transfer or other applicable taxes, in such name or names as such holder may direct in writing. The right of a holder of Subordinate Voting Shares to convert the same into Non-Voting Shares will be deemed to have been exercised, and the holder of Subordinate Voting Shares to be converted (or any person or persons in whose name or names such holder of Subordinate Voting Shares will have directed certificates representing Non-Voting Shares to be issued) will be deemed to have become a holder of Non-Voting Shares of record for all purposes on the date of surrender of the certificate representing the Subordinate Voting Shares to be converted accompanied by notice in writing as referred to above, notwithstanding any delay in the delivery of the certificate representing the Non-Voting Shares into which such Subordinate Voting Shares have been converted. 7. CONVERSION OF NON-VOTING SHARES UPON PROOF OF BEING CANADIAN (a) Declaration As used in this Schedule, "declaration" means a statutory declaration under the Canada Evidence Act, or such other form of declaration satisfactory to the Corporation, that a holder is a Canadian holder of the equity shares in respect of which the declaration is being delivered. (b) Conversion Right A holder of Non-Voting Shares who is a Canadian holder has the right, at the holder's option, at any time to convert all or a part of such Non-Voting Shares into fully paid and non-assessable Subordinate Voting Shares on the basis of one Subordinate Voting Share for each Non-Voting Share so converted, provided that the holder furnishes to the Transfer Agent a declaration referred to in paragraph 7(a). (c) Conversion Procedure The conversion right provided in paragraph 7(b) may be exercised by notice in writing given to the Transfer Agent, accompanied by the declaration referred to in paragraph 7(a) and the certificate or certificates representing the Non-Voting Shares in respect of which the holder thereof desires to exercise such right of conversion. Such notice must be signed by the holder or its duly authorized attorney and must specify the number of Non-Voting Shares which the holder desires to have converted. If less than all the Non-Voting Shares represented by any certificate or certificates accompanying any such notice are to be converted, the holder will be entitled to receive, at the expense of the Corporation, a new certificate representing the Non-Voting Shares comprised in the certificate or certificates surrendered as aforesaid which are not to be converted. On any conversion of Non-Voting Shares, the share certificates representing the Subordinate Voting Shares resulting therefrom will be issued in the name of the holder of the Non-Voting Shares converted or, subject to payment by the registered holder of any stock transfer or other applicable taxes, in the name of such person as the holder may direct in writing, provided that such person furnishes the Transfer Agent with a declaration referred to in paragraph 7(a). The right of a holder of Non-Voting Shares to convert the same into Subordinate Voting Shares will be deemed to have been exercised, and the holder of Non-Voting Shares to be converted (or any person in whose name such holder of Non-Voting Shares will have directed certificates representing Subordinate Voting Shares to be issued) will be deemed to have become a holder of Subordinate Voting Shares of record for all purposes on the date of surrender of the certificate representing the Non-Voting Shares to be converted accompanied by the notice in writing and the declaration as referred to above, notwithstanding any delay in the delivery of the certificate representing the Subordinate Voting Shares into which such Non-Voting Shares have been converted. 8. CONVERSION OF NON-VOTING SHARES UPON THE MAKING OF AN EXCLUSIONARY OFFER (a) Conversion Right Upon the making of an Exclusionary Offer, a holder of Non-Voting Shares has the right, at the holder's option, at any time during the Conversion Period to convert all or a part of such Non-Voting Shares on the terms and conditions set forth herein into fully paid and non-assessable Subordinate Voting Shares on the basis of one Subordinate Voting Share for each Non-Voting Share so converted. (b) Conversion Procedure The conversion right provided for in paragraph 8(a) may be exercise by notice in writing given to the Transfer Agent, accompanied by the certificate or certificates representing the Non-Voting Shares in respect of which the holder thereof desires to exercise such right of conversion. Such notice must be signed by the holder or its duly authorized attorney and must specify the number of Non-Voting Share which the holder desires to have converted. If less than all the Non-Voting Shares represented by any certificate or certificates accompanying any such notice are to be converted, the holder will be entitled to receive, at the expense of the Corporation, a new certificate representing the Non-Voting Shares comprised in the certificate or certificates surrendered as aforesaid which are not to be converted. On any conversion of Non-Voting Shares pursuant to the right in paragraph 8(a), the share certificates representing the Subordinate Voting Shares resulting therefrom will be issued in the name of the holder of the Non-Voting Shares converted. The right of a holder of Non-Voting Shares to convert the same into Subordinate Voting Shares will be deemed to have been exercised, and the holder of Non-Voting Shares to be converted will be deemed to have become a holder of Subordinate Voting Shares of record for all purposes on the date of surrender of the certificate representing the Non-Voting Shares to be converted accompanied by notice in writing as referred to above, notwithstanding any delay in the delivery of the certificate representing the Subordinate Voting Shares into which such Non-Voting Shares have been converted. (c) Further Elections An election by a holder of Non-Voting Shares to exercise the conversion right provided for in paragraph 8(a) shall also constitute irrevocable elections by such holder: (i) to deposit the Converted Shares under the Exclusionary Offer (subject to such holder's right subsequently to withdraw such Converted Shares from the Exclusionary Offer in accordance with the terms thereof and applicable law); (ii) to appoint a Canadian trustee (as designated by the Corporation) as the agent, attorney and attorney-in-fact of the holder with respect to the Converted Shares, with full power of substitution, (such power of attorney being coupled with an interest, being irrevocable) to, in the name of, and on behalf of, the holder during the Conversion Period, vote such Converted Shares at any meeting or meetings (whether annual, special or otherwise) of holders of Subordinate Shares, and to revoke any and all other authority, whether as agent, attorney, attorney-in-fact, proxy or otherwise, conferred or agreed to be conferred by the holder at any time with respect to the Converted Shares or any of them and to covenant that no subsequent authority, whether as agent, attorney, attorney-in-fact, proxy or otherwise, will be granted with respect thereto by or on behalf of the holder; and (iii) to exercise the right (which right is hereby granted) to convert (the result of such exercise, a "Re-Conversion") into Non-Voting Shares all Converted Shares in respect of which such holder exercises the holder's right of withdrawal from the Exclusionary Offer or which are not otherwise ultimately taken up and paid for under the Exclusionary Offer, and any Re-Conversion shall be on the basis of one Non-Voting Shares for each Subordinate Voting Share in respect of which the Re-Conversion occurs. (d) Re-Conversion Any Re-Conversion in respect of Converted Shares which have been withdrawn from the Exclusionary Offer shall be effective at the time the right of withdrawal is exercised. Any Re-Conversion in respect of Converted Shares which have not been taken up and paid for under the Exclusionary Offer shall be effective: (i) in respect of an Exclusionary Offer for less than all the Subordinate Voting Shares which is completed, immediately following the time by which the Offeror is required under applicable securities legislation to take up and pay for all shares to be acquired by the Offeror under the Exclusionary Offer; and (ii) in respect of an Exclusionary Offer which is abandoned or withdrawn, at the time at which the Exclusionary Offer is abandoned or withdrawn. (e) Deliveries No share certificates representing Converted Shares shall be delivered to or to the order of the holders thereof before such shares have been deposited under the Exclusionary Offer, and the Transfer Agent, on behalf of the holders of the Converted Shares, shall deposit, and the holders of such shares shall be deemed to have irrevocably authorized and directed the Transfer Agent to deposit, under the Exclusionary Offer, the certificate or certificates representing the Converted Shares. Upon completion of the Exclusionary Offer, the Transfer Agent shall deliver or cause to be delivered to the holders entitled thereto all consideration paid by the Offeror under the Exclusionary Offer in respect of Converted Shares. On any Re-Conversion, the Transfer Agent shall deliver to each holder entitled thereto a share certificate representing the Non-Voting Shares resulting from the Re-Conversion. The Corporation shall make all arrangements with the Transfer Agent necessary or desirable to give effect to this paragraph 8(e). (f) Notice As soon as reasonably practicable after the Offer Date, the Corporation shall mail, by prepaid first class mail, to each holder of Non-Voting Shares a notice advising such holders that they are entitled to convert their Non-Voting Shares into Subordinate Voting Shares under paragraph 8(a) and the reasons therefor. Such notice shall: (i) include a description of the procedure to be followed to effect the conversion and to have the Converted Shares tendered under the Exclusionary Offer; (ii) include the information set out in subparagraphs 8(c)(i)-(iii); and (iii) be accompanied by a copy of the Exclusionary Offer and all other material sent to holders of Subordinate Voting Shares in respect of the offer, and as soon as is reasonably practicable after any additional material, including a notice of variation, is sent to the holders of Subordinate Voting Shares in respect of the offer, the Corporation shall send a copy of such additional material to each holder of Non-Voting Shares. (g) Press Release Before or forthwith after sending any notice referred to in paragraph 8(f), the Corporation shall cause a press release to be issued to a Canadian and United States national news wire service describing the contents of the notice. 9. RESTRICTION ON ISSUANCE OR TRANSFER OF SHARES TO NON-CANADIANS (a) Restriction on Issuance The Corporation may not issue Subordinate Voting Shares to a Non-Canadian. The Transfer Agent shall not register any issuance of Subordinate Voting Shares in the securities register of the Corporation, unless contemporaneously with the issuance, the holder furnishes the Transfer Agent with a declaration referred to in paragraph 7(a). Notwithstanding such restriction, if, for whatever reason, the Corporation issues Subordinate Voting Shares to a Non-Canadian, the Non-Canadian holder shall immediately thereafter convert such Subordinate Voting Shares into fully paid and non-assessable Non-Voting Shares in accordance with section 6. If a Non-Canadian holder fails to convert such Subordinate Voting Shares, the holder shall be deemed to have converted such shares into Non-Voting Shares immediately after the issuance on the basis of one Non-Voting Share for each Subordinate Voting Share deemed to be so converted. If Subordinate Voting Shares are issued to a Non-Canadian, the Non-Canadian holder shall immediately deliver to the Transfer Agent the certificate(s) representing such Subordinate Voting Shares. Upon receipt of the certificate(s) representing the Subordinate Voting Shares, the Transfer Agent shall deliver certificate(s), issued in the name of the Non-Canadian holder, representing the Non-Voting Shares into which such shares have been converted. Any such Non-Canadian holder will be deemed to have become a holder of Non-Voting Shares of record for all purposes at the time the Subordinate Voting Shares are issued, notwithstanding any delay in the delivery of the certificates representing the Subordinate Voting Shares being converted or the Non-Voting Shares into which such shares have been converted. (b) Restriction on Transfer A holder may not transfer Subordinate Voting Shares to a Non-Canadian holder unless such shares are first converted into fully paid and non-assessable Non-Voting Shares in accordance with section 6. If the holder fails to convert Subordinate Voting Shares prior to a transfer referred to in the immediately preceding sentence, the holder shall be deemed to have converted such shares into Non-Voting Shares immediately prior to such transfer on the basis of one Non-Voting Share for each Subordinate Voting Share deemed to be so converted. The Transfer Agent shall not register any transfer of Subordinate Voting Shares in the securities register of the Corporation unless contemporaneously with the transfer, the transferee furnishes the Transfer Agent with (i) a declaration referred to in paragraph 7(a), and (ii) the certificate or certificates representing the Subordinate Voting Shares to be transferred. Where the Transfer Agent is not furnished with the declaration but is furnished with the certificate or certificates representing the transferred shares, the Transfer Agent shall register the transfer in the securities register of the Corporation as a conversion by the transferor of such Subordinate Voting Shares into Non-Voting Shares and a subsequent transfer by the transferor of Non-Voting Shares to the transferee. The share certificates representing such Non-Voting Shares will be issued in the name of the transferee. Thereafter, the transferee will be deemed to have become a holder of Non-Voting Shares of record for all purposes on the date of surrender of the certificate or certificates representing the Subordinate Voting Shares being converted and transferred, notwithstanding any delay in the delivery of the certificate representing the Non-Voting Shares into which such shares have been converted. 10. SUBDIVISION OR CONSOLIDATION None of the Multiple Voting Shares, the Subordinate Voting Shares or the Non-Voting Shares will be subdivided, consolidated, reclassified or otherwise changed unless contemporaneously therewith the shares of such other classes are subdivided, consolidated, reclassified or otherwise changed in the same proportion or the same manner. 11. RESTRICTIONS ON ADDITIONAL ISSUANCES If the Corporation proposes to grant options, rights or warrants to holders of shares of any class, as a class, to acquire additional participating securities (whether voting or not voting), securities convertible into the foregoing, or to make any other distribution of property or assets, then the holders of Multiple Voting Shares, Subordinate Voting Shares and Non-Voting Shares will, for such purpose, be deemed to be holders of shares of the same class of shares. Notwithstanding the foregoing, if the Corporation proposes to grant or distribute options, rights or warrants to acquire additional equity shares or securities convertible into equity shares, the Corporation shall grant or distribute (i) to the holders of Multiple Voting Shares options, rights or warrants to acquire additional Multiple Voting Shares or securities convertible into Multiple Voting Shares, provided that (A) each Canadian holder of Multiple Voting Shares may elect at the time of exercise or conversion, as the case may be, in the manner prescribed by the Board of Directors from time to time, to acquire in lieu thereof Subordinate Voting Shares or Non-Voting Shares and (B) each Non-Canadian holder of Multiple Voting Shares may elect at the time of exercise or conversion, as the case may be, in the manner prescribed by the Board of Directors from time to time, to acquire in lieu thereof Non-Voting Shares, (ii) to the Canadian holders of Subordinate Voting Shares options, rights or warrants to acquire additional Subordinate Voting Shares or securities convertible into Subordinate Voting Shares, provided that each Canadian holder of Subordinate Voting Shares may elect at the time of exercise or conversion, as the case may be, in the manner prescribed by the Board of Directors from time to time, to acquire in lieu thereof Non-Voting Shares, and (iii) to the Non-Canadian holders of Subordinate Voting Shares and to the holders of Non-Voting Shares options, rights or warrants to acquire additional Non-Voting Shares or securities convertible into Non-Voting Shares, provided that such options, rights or warrants or convertible securities entitle the holders of each such class to acquire, per share, the same number of additional Multiple Voting Shares, Subordinate Voting Shares or Non-Voting Shares, as the case may be, or securities convertible into the same. Canadian holders of Multiple Voting Shares and Subordinate Voting Shares who wish to acquire pursuant to this paragraph 11 additional Subordinate Voting Shares may be required to furnish the Transfer Agent with a declaration referred to in paragraph 7(a). 12. MODIFICATION The provisions attaching to the Multiple Voting Shares as a class, to the Subordinate Voting Shares as a class, or to the Non-Voting Shares as a class will not be added to, removed or changed unless the addition, removal or change is first approved by the separate affirmative vote of two-thirds of the votes cast at meetings of the holders of the shares of each such class. 13. EQUALITY Subject to the foregoing provisions, the Multiple Voting Shares, the Subordinate Voting Shares and the Non-Voting Shares rank equally in all respects and no rights may be conferred upon the holders of the shares of any such class without conferring the same rights on the holders of the other such classes. SCHEDULE II RESTRICTIONS ON ISSUANCE AND TRANSFER OF SHARES 1. CONSTRAINED SHARE CORPORATION In order to enable the Corporation or any of its Associates to qualify under the Broadcasting Act or any other Prescribed Law to obtain or renew a licence to carry on any business, the Corporation is a constrained share corporation and the issue and transfer of its Shares are constrained as hereinafter provided. 1.1. INTERPRETATION In this Schedule II, all terms which are not otherwise defined have the meanings attributed to those terms in the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the "Act") and in the Canada Business Corporations Regulations (the "Regulations"), both as amended from time to time, and words importing the singular include the plural and vice versa and words importing gender include masculine, feminine and neuter genders. 1.2. DEFINITIONS In this Schedule II: 1.2.1. "ASSOCIATE", when used to indicate a relationship with any person, includes, (a) a partner of the person, (b) a trust or an estate in which the person has a substantial beneficial interest or in respect of which the person serves as a trustee or in a similar capacity, (c) a spouse, common-law spouse, son, daughter, son-in-law or daughter-in-law of the person, (d) a relative, not referred to in paragraph (c), of the person, or of the person's spouse or common-law spouse, who has the same residence as that person, (e) a corporation of which that person alone or a person together with one or more Associates as described in this definition has, directly or indirectly, control of more than 50% of the issued voting securities, (f) a corporation of which an Associate as described in this definition, of the person has, directly or indirectly, control of more than 50% of the issued voting securities, and (g) a person, with whom the person has entered into an arrangement, a contract, an understanding or an agreement in respect of the voting of shares of a Broadcasting Undertaking or of a corporation that has, directly or indirectly, effective control of a Broadcasting Undertaking, except where that person controls less than one percent of all issued Voting Shares of a corporation whose shares are publicly traded on a stock exchange; 1.2.2. "BROADCASTING ACT" means the Broadcasting Act 1991, S.C. 1991, c. 11 together with the regulations thereunder, Orders in Council and Directions pursuant thereto, and the terms of licences issued thereunder, as the same may from time to time be amended, restated, re-enacted, replaced or supplemented; 1.2.3. "BROADCASTING UNDERTAKING" means any business or undertaking in respect of which the Corporation, or any person over which the Corporation has direct or indirect effective control, has obtained a broadcasting licence under the Broadcasting Act and in respect of which the prior approval of the CRTC is a condition to any Change of Control Transaction; 1.2.4. "CANADIAN" means, (i) a citizen within the meaning of subsection 2(1) of the Citizenship Act who is ordinarily resident in Canada, (ii) a permanent resident of Canada within the meaning of subsection 2(1) of the Immigration Act who is ordinarily resident in Canada and has been ordinarily resident in Canada for not more than one year after the date on which that person first became eligible to apply for Canadian citizenship, (iii) a Canadian government, whether federal, provincial or local, or an agency thereof, subject to the Direction to the CRTC (Ineligibility to Hold Broadcasting Licenses), (iv) a corporation without share capital where a majority of its directors or, where the corporation has no directors, those performing functions that are similar to the functions performed by directors, as the case may be, are appointed or designated, either by their personal names or by their names of office, by one or more of, (A) a federal or provincial statute or regulation, (B) the Governor in Council or the lieutenant governor in council of a province, or (C) a minister of the Crown in right of Canada or a province, (v) a Qualified Corporation, (vi) a Qualified Mutual Insurance Company, (vii) a Qualified Pension Fund Society, or (viii) a Qualified Co-operative; 1.2.5. "CANADIAN HOLDER" means a holder of Multiple Voting Shares, Subordinate Voting Shares or Non-Voting Shares who is a Canadian and one or more Canadians beneficially own and Control, directly or indirectly and otherwise than by way of security only, such shares; 1.2.6. "CRTC" means the Canadian Radio-television and Telecommunications Commission; 1.2.7. "CHANGE OF CONTROL TRANSACTION" means any act, agreement or transaction that, directly or indirectly, would result in, (i) a change by whatever means of the effective control of one or more Broadcasting Undertaking, (ii) a person alone or a person together with its Associates (a) who Controls less than 30 percent of the issued Voting Shares of the Corporation or of a person that has, directly or indirectly, effective control of the Broadcasting Undertaking, having Control of 30 percent or more of such issued Voting Shares, or (b) who owns less than 50 percent of the issued Shares of the Corporation or of a person that has, directly or indirectly, effective control of the Broadcasting Undertaking, owning 50 percent or more of such issued Shares, or (iii) a conflict with the requirements of any of the broadcasting licences held by the Corporation or its subsidiaries with respect to the ownership or effective control of one or more Broadcasting Undertakings, in each case, as construed in accordance with or determined pursuant to the Broadcasting Act; 1.2.8. "CONSTRAINED CLASS" means the class of persons to any of whom an issue or transfer of Shares may, in the opinion of the directors of the Corporation, adversely affect the ability of the Corporation or any of its Associates to qualify under the Broadcasting Act or any other Prescribed law to obtain or renew a licence to carry on any business, including, without limitation, a licence to carry on a Broadcasting Undertaking, and shall include, without limiting the generality of the foregoing: (a) in relation to the determination of Maximum Aggregate Holdings, Non-Canadian holders, and (b) in relation to the determination of Maximum Individual Holdings, (i) any person together with its Associates who, in the opinion of the directors of the Corporation, either alone or jointly or in concert with any other persons, intend to engage in a Change of Control Transaction without the prior approval of the CRTC (collectively, an "Acquiror") or (ii) any Non-Canadian holder; 1.2.9. "CONTROL" means control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, agreement or arrangement, the ownership of a corporation or otherwise; 1.2.10. "EFFECTIVE CONTROL" of a Broadcasting Undertaking includes situations in which, (a) a person owns, beneficially owns or controls, directly or indirectly, other than by way of security only, a majority of the voting securities of such Broadcasting Undertaking, (b) a person has the ability to cause such Broadcasting Undertaking or its board of directors to undertake a course of action, or (c) the CRTC, after a public hearing of an application for a Broadcasting Undertaking, or in respect of an existing Broadcasting Undertaking, determines that a person has such effective control and sets out that determination in a decision or public notice; 1.2.11. "HOLDER" means the holder of Shares as registered on the books of the Corporation; 1.2.12. "MAXIMUM AGGREGATE HOLDINGS" means that number of Voting Shares of the Corporation held by Non-Canadian holders that would represent 33 1/3% of all Voting Shares of the Corporation then outstanding; 1.2.13. "MAXIMUM INDIVIDUAL HOLDINGS" means (i) the maximum number of Shares of the Corporation which any Acquiror may, in the opinion of the directors of the Corporation own, beneficially own or Control, directly or indirectly, without being a party to a Change of Control Transaction, or (ii) the maximum number of Voting Shares of the Corporation that may be issued or transferred to a Non-Canadian holder without Non-Canadian holders, in the aggregate, holding Voting Shares of the Corporation in excess of the Maximum Aggregate Holdings; 1.2.14. "NON-CANADIAN" means a person or entity that is not a Canadian; 1.2.15. "NON-CANADIAN HOLDER" means a registered holder who is not a Canadian holder; 1.2.16. "NON-VOTING SHARE" means a Share which is not a Voting Share; 1.2.17. "PERSON" includes an individual, a partnership, a joint venture, an association, a corporation, a trust, an estate, a trustee, an executor and an administrator, or a legal representative of any of them; 1.2.18. "PRESCRIBED LAW" means any law of Canada or a province of Canada which is currently or hereafter prescribed pursuant to or referred to in the Act or the Regulations for the purposes of the definition of "constraint" applicable to the Corporation; 1.2.19. "QUALIFIED CO-OPERATIVE" means a co-operative, not less than 80 percent of the members of which are Canadians, that is established under an Act of Parliament or any provincial legislation relating to the establishment of co-operatives; 1.2.20. "QUALIFIED CORPORATION" means a corporation incorporated or continued under the laws of Canada or a province, where, (i) the chief executive officer or, where the corporation has no chief executive officer, the person performing functions that are similar to the functions performed by a chief executive officer, and not less than 80 percent of the members of the board of directors are Canadians, (ii) in the case of a corporation having share capital, Canadians beneficially own and Control, directly or indirectly, in the aggregate and otherwise than by way of security only, not less than 80 percent of all the issued and outstanding Voting Shares of the corporation, and (iii) in the case of a corporation that is a Subsidiary Corporation of a parent corporation incorporated or continued under the laws of Canada or a province, (A) Canadians beneficially own and Control, directly or indirectly, in the aggregate and otherwise than by way of security only, not less than 66 2/3 percent of all of the issued and outstanding Voting Shares of the parent corporation, (B) the parent corporation, its board of directors, directors or other similar officers do not exercise Control or influence over any programming decisions of the Subsidiary Corporations; 1.2.21. "QUALIFIED MUTUAL INSURANCE COMPANY" means a mutual insurance company, the head office and principal place of business of which are in Canada and not less than 80 percent of the board of directors of which and of each committee of the directors of which are Canadians; 1.2.22. "QUALIFIED PENSION FUND SOCIETY" means a pension fund society, not less than 80 percent of the board of directors of which and of each committee of the directors of which are Canadians, and that is established under An Act to Incorporate the Pension Fund of the Dominion Bank, S.C. 1887, c. 55, S.C. 1956, c. 66, An Act to Incorporate the Pension Fund Society of the Bank of Montreal, S.C. 1885, c. 13, the Pension Fund Society Act or any provincial legislation relating to the establishment of pension fund societies; 1.2.23. "SHARES" means a Voting Share or other share that represents the residual equity in the earnings of a corporation, and includes the preferred shares to which are attached rights to participate in the earnings of the corporation with no upper limit; 1.2.24. "SUBSIDIARY CORPORATION" means a corporation that is Controlled by another corporation; and 1.2.25. "VOTING SHARE" means a share of any class of shares of a corporation carrying voting rights under all circumstances or by reason of any event that has occurred and is continuing or by reason of a condition that has been fulfilled, and includes, (i) a security that is convertible into such a share at the time a calculation of the percentage of shares owned and Controlled by Canadians is made, and (ii) an option or a right to acquire such a share, or the security referred to in clause (i), that is exercisable at the time the calculation referred to in that paragraph is made. 2. DUTIES OF DIRECTORS The directors of the Corporation may, from time to time, refuse to issue a Share or to register a transfer of any Share to a person who is a member of the Constrained Class, where in the opinion of the directors of the Corporation, such issuance or transfer may jeopardize the ability of the Corporation or its subsidiaries to qualify under the Broadcasting Act or any other Prescribed Law to obtain or renew a licence to carry on business, including, without limiting the generality of the foregoing, the ability of the Corporation or its subsidiaries to maintain its broadcasting licences on terms at least as favourable as those in effect at the relevant time or to obtain any new broadcasting licences or to renew any existing licences on substantially similar terms, and, except as otherwise specifically authorized by the Act or the Regulations, the directors of the Corporation shall not issue a Share and shall refuse to register a transfer of a Share if, to the knowledge of the directors: (a) the total number of Voting Shares held by or on behalf of persons in the Constrained Class exceeds the Maximum Aggregate Holdings and the transfer or issuance is to a member of the Constrained Class; (b) the total number of Voting Shares held by or on behalf of persons in the Constrained Class does not exceed the Maximum Aggregate Holdings and the transfer or issuance would cause the number of Voting Shares held by the Constrained Class to exceed the Maximum Aggregate Holdings; (c) the total number of Shares held by or on behalf of a person in the Constrained Class exceeds the Maximum Individual Holdings and the transfer or issuance is to that person; or (d) the total number of Shares held by or on behalf of a person in the Constrained Class does not exceed the Maximum Individual Holdings and the transfer or issuance would cause the number of Shares held by that person to exceed the Maximum Individual Holdings. The directors of the Corporation may refuse to issue a Share and may refuse to register a transfer of a Share in the event that a person does not provide a declaration which may be required pursuant to any of the articles or by-law of the Corporation. 3. DIRECTORS EMPOWERED TO MAKE BY-LAWS The directors of the Corporation may make, amend or repeal any by-laws they deem necessary or appropriate to administer the constraints provided for herein including by-laws: (a) to require any person in whose name Shares of the Corporation are registered to furnish a statutory declaration under the Canada Evidence Act, or a declaration in such other form as the directors deem appropriate, declaring whether (i) the shareholder and every person who beneficially owns or Controls such Shares of the Corporation is a Canadian, and (ii) the shareholder is an Associate of any other shareholder, and any further facts that the directors consider relevant; (b) to require any person seeking to have a transfer of a Share registered in his name or to have a Share issued to him to furnish a declaration similar to the declaration a shareholder may be required to furnish under paragraph (a); and (c) to determine the circumstances under which any declarations are required, their form and the time within which they are to be furnished. 4. OPINION OF DIRECTORS Where the directors are required pursuant to these share constraints to make a determination or to express an opinion on any matter, such determination or opinion shall be expressed and conclusively evidenced by a resolution of the directors to that effect, duly adopted. EX-99.2 3 y15807exv99w2.txt EX-99.2: CERTIFICATE OF AMENDMENT Exhibit 2 (INDUSTRY CANADA LOGO) Industrie Canada CERTIFICATE OF AMENDMENT CERTIFICAT DE MODIFICATION CANADA BUSINESS CORPORATIONS ACT LOI CANADIENNE SUR LES SOCIETES PAR ACTIONS CANWEST GLOBAL COMMUNICATIONS CORP. 273746-9 ______________________________________________ ________________________________________ Name of corporation-Denomination de la societe Corporation number-Numero de la societe I hereby certify that the articles of the Je certifie que les statuts de la above-named corporation were amended: societe susmentionnee ont ete modifies: a) under section 13 of the Canada Business [ ] a) en vertu de l'article 13 de la Loi Corporations Act in accordance with the canadienne sur les societes par attached notice; actions, conformement a l'avis ci-joint; b) under section 27 of the Canada Business [X] b) en vertu de l'article 27 de la Loi Corporations Act as set out in the canadienne sur les societes par attached articles of amendment actions, tel qu'il est indique dans designating a series of shares; les clauses modificatrices ci-jointes designant une serie d'actions; c) under section 179 of the Canada Business [ ] c) en vertu de l'article 179 de la Loi Corporations Act as set out in the canadienne sur les societes par attached articles of amendment; actions, tel qu'il est indique dans les clauses modificatrices ci-jointes; d) under section 191 of the Canada Business [ ] d) en vertu de l'article 191 de la Loi Corporations Act as set out in the canadienne sur les societes par attached articles of reorganization; actions, tel qu'il est indique dans les clauses de reorganisation ci-jointes; /s/ Illegible NOVEMBER 3, 2000 / LE 3 NOVEMBRE 2000 - ---------------------------------------- Director - Directeur Date of Amendment - Date de modification
(CANADA LOGO) (INDUSTRY CANADA LOGO) Industrie Canada FORM 4 FORMULE 4 ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES Canada Business Loi canadienne sur (SECTION 27 OR 177) (ARTICLES 27 OU 177) Corporations Act les societes par actions
1 - Name of corporation - Denomination de la societe 2 - Corporation No. - No de la societe CANWEST GLOBAL COMMUNICATIONS CORP. 2737469 3 - The articles of the above-named corporation are Les statuts de la societe mentionnee ci-dessus amended as follows: sont modifies de la facon suivante: See attached Schedule A
Date Signature Title-Titre - ---- --------- ----------- November 2, 2000 /s/ Illegible Chief Financial Officer and -------------------------- Vice-President, Finance FOR DEPARTMENTAL USE ONLY - A L'USAGE DU MINISTERE SEULEMENT Filed - Deposee November 3, 2000
(CANADA LOGO) IC 3089(2/96) SCHEDULE A ARTICLES OF AMENDMENT CANWEST GLOBAL COMMUNICATIONS CORP. 3 - The Articles of the above named corporation are amended as follows: To create the first series of Preference Shares which shall consist of an unlimited number of shares designated as Series 1 Preference Shares and shall, in addition to the rights, privileges, restrictions and conditions attaching to the Preference Shares as a class, have the following rights, privileges, restrictions and conditions attaching thereto: SERIES 1 PREFERENCE SHARES 1. DEFINITIONS Unless otherwise defined, capitalized terms in the Series 1 Preference Share provisions shall have the meanings assigned to them in Schedule II of the Corporation's Articles. 2. DIVIDENDS AND DISTRIBUTIONS The holders of the Series 1 Preference Shares shall not be entitled to any dividends or distributions from the Corporation, provided that if the Board of Directors declares a stock dividend payable in a specified number of Multiple Voting Shares, Non-Voting Shares or Subordinate Voting Shares, a stock dividend of 0.15 Non-Voting Shares multiplied by that specific number, for each Series 1 Preference Share then outstanding shall be declared contemporaneously and paid to the holders of Series 1 Preference Shares at the same time, provided that, in the event the Corporation shall declare any dividend or make any distribution on any of the shares of the Corporation, which would materially adversely affect the rights of the holders of the Series 1 Preference Shares, then the Board of Directors shall take such action as it may in its sole discretion, exercised in good faith, determine to be fair and equitable in the circumstances to the holders of the Series 1 Preference Shares. 3. VOTING RIGHT (a) Right The holders of Series 1 Preference Shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Corporation and to vote thereat, except meetings at which only holders of a specified class of shares or specified series of shares (other than Series 1 Preference Shares) are entitled to vote. Subject to subsection 3(b), at all meetings of which notice must be given to the holders of the Series 1 Preference Shares, each holder of Series 1 Preference Shares shall be entitled to 19 votes in respect of each Series 1 Preference Share held by such holder, provided that in no event shall the aggregate number of votes attached to outstanding Series 1 Preference Shares entitle the holders of the Series 1 Preference Shares in aggregate to more than 33.33% (or such lesser or greater percentage which is the maximum percentage of ownership by a non-Canadian of a parent corporation whose subsidiary holds a broadcasting licence in Canada permitted, from time to time, by order pursuant to subsection 26(1) of the Broadcasting Act) of all votes attached to the Voting Shares and the number of votes that holders of Series 1 Preference Shares shall be entitled to in respect of each Series 1 Preference Share held by such holders shall be reduced accordingly on a pro rata basis. (b) Election of Series 1 Preference Share Directors If more than 1.35 million Series 1 Preference Shares are outstanding, for purposes only of voting for the election of two (2) of the directors of the Corporation, in lieu of the right to cast 19 votes per Series 1 Preference Share, the holders of Series 1 Preference Shares shall be entitled to that many votes per Series 1 Preference Share as would permit the Series 1 Preference Shareholders as a group to cast 50.0001 percent of the total votes attributed to all shares of the Corporation. If more than 900,000 Series 1 Preference Shares are outstanding, for purposes only of voting for the election of one (1) of the directors of the Corporation, in lieu of the right to cast 19 votes per Series 1 Preference Share, the holders of Series 1 Preference Shares shall be entitled to that many votes per Series 1 Preference Share as would permit the Series 1 Preference Shareholders as a group to cast 50.0001 percent of the total votes attributed to all voting Shares of the Corporation. A director elected by the Series 1 Preference Shareholders exercising their right to vote under this clause 3(b) is herein a "Series 1 Preference Share Directors". (c) Vacancy Where there are two Series 1 Preference Share Directors, any vacancy occurring among the Series 1 Preference Share Directors may be filled by the remaining Series 1 Preference Share Director. If there is a vacancy among the Series 1 Preference Share Directors and there is no remaining Series 1 Preference Share Director, the vacancy or vacancies, as the case may be, shall be filled by the Chairman after consultation with the holders of the Series 1 Preference Shares. (d) Termination of Right to Elect Series 1 Preference Share Director Notwithstanding anything contained in the articles or by-laws of the Corporation, upon any termination of the right of the holders of the Series 1 Preference Shares to additional votes attaching to the Series I Preference Shares for purposes of voting for the election of Series 1 Preference Share Directors as provided in subparagraph 3(b), the term of office of the Series 1 Preference Share Director shall terminate upon the election of new directors at the next annual meeting of shareholders or at a special meeting of shareholders which may be held for the purpose of electing directors after such termination. (e) Subdivision or Consolidation None of the Multiple Voting Shares or the Subordinate Voting Shares will be subdivided, consolidated, reclassified or otherwise changed unless contemporaneously therewith the Series 1 Preference Shares are subdivided, consolidated, reclassified or otherwise changed in the same proportion or in the same manner. 4. LIQUIDATION, DISSOLUTION OR WINDING-UP In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the holders of the Series 1 Preference Shares shall not be entitled to share in any distribution of the property or assets of the Corporation. 5. CONVERSION OF SERIES 1 PREFERENCE SHARES AT ANY TIME (a) Conversion Right A holder of Series 1 Preference Shares has the right, at the holder's option, at any time to convert all or a part of such holder's Series 1 Preference Shares into (i) fully paid and non-assessable Subordinate Voting Shares on the basis of .15 of a Subordinate Voting Share for each Series 1 Preference Share so converted, provided, at the time of such conversion, the holder is a Canadian holder, or (ii) fully paid and non-assessable Non-Voting Shares on the basis of .15 of a Non-Voting Share for each Series 1 Preference Share. (b) Conversion Procedure The conversion right provided for in subparagraph 5(a) of this paragraph may be exercised by notice in writing given to the Corporation at its registered office and to the transfer agent(s) from time to time for the Multiple Voting Shares, the Subordinate Voting Shares and the Non-Voting Shares (the "Transfer Agent"), accompanied by the certificate or certificates representing the Series 1 Preference Shares in respect of which the holder thereof desires to exercise such right of conversion. Such notice must be signed by the holder or its duly authorized attorney and must specify the number of Series 1 Preference Shares which the holder desires to have converted. If less than all the Series 1 Preference Shares represented by any certificate or certificates accompanying any such notice are to be converted, the holder will be entitled to receive, at the expense of the Corporation, a new certificate representing the Series 1 Preference Shares comprised in the certificate or certificates surrendered as aforesaid which are not to be converted. On any conversion of Series 1 Preference Shares, the share certificates representing the Subordinate Voting Shares or Non-Voting Shares resulting therefrom will be issued in the name of the holder of the Series 1 Preference Shares converted or, subject to payment by the holder of any stock transfer or other applicable taxes, in the name of such person as the holder may direct in writing, provided that the case of a conversion into Subordinate Voting Shares such person furnishes the Transfer Agent with a declaration referred to in paragraph 7(a) of Schedule I of the Corporation's Articles. The right of a holder of Series 1 Preference Shares to convert the same into Subordinate Voting Shares or Non-Voting Shares will be deemed to have been exercised, and the holder of Series 1 Preference Shares to be converted (or any person in whose name such holder of Series 1 Preference Shares will have directed certificates representing Subordinate Voting Shares or Non-Voting Shares to be issued) will be deemed to have become a holder of Subordinate Voting Shares or Non-Voting Shares, as the case may be, of record for all purposes on the date of surrender of the certificate representing the Series 1 Preference Shares to be converted accompanied by notice in writing as referred to above, notwithstanding any delay in the delivery of the certificate representing the Subordinate Voting Shares of Non-Voting Shares into which such Series 1 Preference Shares have been converted provided, in the case of a conversion into Subordinate Voting Shares, that the holder has delivered a declaration referred to in paragraph 7(a) of Schedule I of the Corporation's Articles if such declaration has been requested by the Corporation prior to the issuance of the certificates evidencing the Subordinate Voting Shares. 6. DISSENT RIGHTS The holders of Series 1 Preference Shares shall not be entitled to vote separately as a class, and shall not be entitled to dissent, upon a proposal to amend the articles of the Corporation to: (i) increase any maximum number of authorized shares of a class or series of a class having rights or privileges equal or superior to the Series 1 Preference Shares; or (ii) create a new class or series of a class of shares equal or superior to the Series 1 Preference Shares. EX-99.3 4 y15807exv99w3.txt EX-99.3: CERTIFIFCATE OF AMENDMENT Exhibit 3 (INDUSTRY CANADA LOGO) Industrie Canada CERTIFICATE OF AMENDMENT CERTIFICAT DE MODIFICATION CANADA BUSINESS CORPORATIONS ACT LOI CANADIENNE SUR LES SOCIETES PAR ACTIONS CANWEST GLOBAL COMMUNICATIONS CORP. 273746-9 ______________________________________________ _________________________________________ Name of corporation-Denomination de la societe Corporation number-Numero de la societe I hereby certify that the articles of the Je certifie que les statuts de la societe above-named corporation were amended: susmentionnee ont ete modifies: a) under section 13 of the Canada Business [ ] a) en vertu de l'article 13 de la Loi Corporations Act in accordance with the canadienne sur les societes par attached notice; actions, conformement a l'avis ci-joint; b) under section 27 of the Canada Business [ ] b) en vertu de l'article 27 de la Loi Corporations Act as set out in the canadienne sur les societes par attached articles of amendment actions, tel qu'il est indique dans designating a series of shares; les clauses modificatrices ci-jointes designant une serie d'actions; c) under section 179 of the Canada Business [X] c) en vertu de l'article 179 de la Loi Corporations Act as set out in the canadienne sur les societes par attached articles of amendment; actions, tel qu'il est indique dans les clauses modificatrices ci-jointes; d) under section 191 of the Canada Business [ ] d) en vertu de l'article 191 de la Loi Corporations Act as set out in the canadienne sur les societes par attached articles of reorganization; actions, tel qu'il est indique dans les clauses de reorganisation ci-jointes;
/s/ Illegible APRIL 27, 2001 / LE 27 AVRIL 2001 - ------------------------------------- Director - Directeur Date of Amendment - Date de modification (CANADA LOGO) INDUSTRY CANADA Industrie Canada FORM 4 FORMULE 4 ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES Canada Business Loi canadienne sur les (SECTION 27 OR 177) (ARTICLES 27 OU 177) Corporations Act societes par actions
1 - Name of corporation - Denomination de la societe 2 - Corporation No. - No de la socie CANWEST GLOBAL COMMUNICATIONS CORP. 2737469 3 - The articles of the above-named corporation are Les statuts de la societe mentionnee ci-dessus amended as follows: sont modifies de la faco suivante:
The Articles of the above-named corporation are amended as follows: to create the second series of Preference Shares which shall consist of 21,783 shares, known as Series 2 Preference Shares which shall be designated as Special Shares (the "Special Shares") and which, in addition to the rights, privileges, restrictions and conditions attached to the Preference Shares as a class, shall have attached thereto the rights, privileges, restrictions and conditions attached hereto as Schedule "A" which is incorporated herein.
Date Signature TITLE - TITRE - ---- --------- ------------- APRIL 26, 2001 /s/ Illegible ASSOCIATE GENERAL COUNSEL & ASSISTANT SECRETARY ---------------------- FOR DEPARTMENTAL USE ONLY - A L'USAGE DU MINISTERE SEULEMENT Filed-Deposee MAY - 3 2001
(CANADA LOGO) IC 3069 (2/96) "SCHEDULE A" RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHING TO THE SPECIAL SHARES OF CANWEST GLOBAL COMMUNICATIONS CORP. SPECIAL SHARES The second series of Preference Shares of the Corporation shall consist of 21,783 Series 2 Preference Shares which shall be designated as Special Shares (the "SPECIAL SHARES") and which, in addition to the rights, privileges, restrictions and conditions attached to the Preference Shares as a class, shall have attached thereto the following rights, privileges, restrictions and conditions: 1. DEFINED TERMS In these provisions: 1.1. "AFFILIATE" means any current or former affiliate, as that term is used in the Corporations Act (Manitoba). 1.2. "APPROPRIATE STOCK EXCHANGE" means, with respect to a particular class of shares on a particular date, the stock exchange in Canada or in the United States on which the highest volume of that class of shares was traded during the 20 consecutive trading days ending on the last trading day before that particular date. 1.3. "ASSUMED RATE" during any period means a rate equal to the average rate of 60 day Government of Canada Treasury Bill rates, rounded to the nearest 0.001% (with 0.0005% rounded up), where the average rate is calculated as the simple average of the rates for such bills quoted on the Reuters page "CDOS" on each day during that period. 1.4. "Business Day" means any day, other than Saturday, Sunday or any statutory holiday in the Province of Ontario or in the Province of Manitoba. 1.5. "CANADIAN GAAP" means generally accepted accounting principles as stated in the Handbook of the Canadian Institute of Chartered Accountants. 1.6. "CBL AMALCO" means CanWest Broadcasting (2001) Ltd., the corporation continuing as a result of the CBL Amalgamation. 1.7. "CBL AMALGAMATION" means the amalgamation of CanWest Broadcasting Ltd. and GlobalTNI Subco Inc. on May 1, 2001, to continue as CBL Amalco. 1.8. "CKVU" means the television broadcast business licensed by the Canadian Radio-television and Telecommunications Commission and operated under the call letters "CKVU". 1.9. "CKVU VALUE" means: 1.9.1. if the Sale occurs on or prior to the Valuation Date, the Sale Proceeds of that Sale; or 1.9.2. otherwise, an amount equal to the Fair Value of CKVU on the Valuation Date less the Inherent Tax Liability which would have been incurred by CBL Amalco or any of its Affiliates had a Sale occurred on the Valuation Date for cash proceeds equal to the Fair Value of CKVU on the Valuation Date and assuming that such hypothetical Sale had been effected by way of a sale of shares or assets (whichever is more tax efficient to the vendor). 1.10. "CORPORATION" means CanWest Global Communications Corp. 1.11. "CURRENT MARKET PRICE" of a particular class of shares of the Corporation on any particular date means the average of the last reported sale prices (or, if none on any day, the mean between the closing bid and ask quotations on such day) of that class of shares on the Appropriate Stock Exchange during the 20 consecutive trading days ending on the last trading day before the particular date, taking into account any consolidations, reclassifications or sub-divisions of that class of shares during that period. If the class of shares of the Corporation is not listed and posted for trading on any stock exchange, the Current Market Price of that class of shares shall be determined by the board of directors of the Corporation, which determination shall be conclusive. For these purposes, "trading day" means a day on which the Appropriate Stock Exchange is open for business and the particular class of shares of the Corporation may be traded on that exchange on that day. 1.12. "DISTRIBUTION AMOUNT" means the amount of any dividends or other distributions (other than stock dividends) paid to the shareholders of CBL Amalco from the date the Special Shares were first issued to the Valuation Date, together with an amount equal to the interest which would have been earned on any amount so distributed if it had been invested during the period from the date of its distribution to the Valuation Date at a rate of interest equal to the Assumed Rate during that period. 1.13. "EFFECTIVE DATE" means the effective date of the conversion and/or redemption as set out in the relevant Election Notice or, if no Election Notice is required in connection with a particular conversion, the effective date of the conversion as determined in accordance with these share conditions. 1.14. "ELECTION NOTICE" has the meaning attributed to that term in section 5.2 1.15. "FAIR VALUE" means the fair value determined in accordance with section 4.1 hereof. 1.16. "HOLDER'S NOTICE" has the meaning attributed to that term in section 7.5. 1.17. "INDEPENDENT VALUATOR" means a valuator selected by the Corporation who would qualify as an independent valuator for the purposes of Rule 61-501 of the Ontario Securities Commission, as such Rule is in effect on the date the Special Shares are first issued. 1.18. "INHERENT TAX LIABILITY" of a vendor in respect of a particular Sale means the liability for Taxes that would result from the Sale if the income or gain from the Sale and the Taxes in respect of such Sale were computed for income tax purposes without reference to any loss, cost, deduction, credit or other attribute for income tax purposes of any kind whatever except, as applicable in computing such income, gain or Taxes: (a) losses, costs, deductions, credits and other attributes for income tax purposes from the operation of CKVU; and (b) an amount of adjusted cost base for income tax purposes not exceeding the adjusted cost base for income tax purposes to CanWest Television Inc. of its shares of CKVU Sub Inc. at the time of the CBL Amalgamation plus the amount of any investments made in CKVU out of Residual Assets and less the amount of any withdrawals made from CKVU which are included in computing Residual Assets where such amounts are taken into account in computing such adjusted cost base for income tax purposes. 1.19. "LIQUIDATION EVENT" means, where proceedings are being taken for a bankruptcy, insolvency, liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the earlier of: (a) the date on which the proceedings are first authorized by the Corporation; or (b) if the proceedings are being taken by any Person other than the Corporation, the date which is the earlier of: (i) the 60th day after the proceedings are commenced by that Person, unless the proceedings are stayed or being actively contested by the Corporation on that date; and (ii) if the proceedings are stayed and are being actively contested on that 60th day, the date on which the proceedings are no longer stayed or being actively contested by the Corporation. 1.20. "OUTSIDE DATE" means the date which is the earlier of: (i) the date which is 12 months following the Trigger Date; and (ii) the business day immediately prior to the date on which a Liquidation Event occurs. 1.21. "PERSON" means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted. 1.22. "PRAIRIE STATIONS" means the aggregate of the television broadcast business licensed by the Canadian Radio-television and Telecommunications Corporation and operated under the call letters CKND-TV (Winnipeg), CFRE-TV (Regina) and CFSK-TV (Saskatoon). 1.23. "PRAIRIES VALUE" means one times the aggregate annual revenues (other than extraordinary items) of the Prairie Stations, and excluding interest income from intercompany advances or investments of assets included in the Residual Assets, for the 12 months ending on the last day of the calendar month ending on or immediately before the relevant Valuation Date calculated in accordance with Canadian GAAP on a basis consistent with prior periods. 1.24. "REDEEMED SHARES" has the meaning attributed to that term in section 6.1. 1.25. "REDEMPTION PRICE" means, at any time, 29.33% of the aggregate of: (i) the CKVU Value, the Prairies Value and the Residual Asset Value; plus (ii) the Distribution Amount; plus (iii) an amount equal to the interest which would have been earned on the amount referred to in (i) if it had been invested during the period from the Valuation Date until that time at a rate of interest equal to the Assumed Rate during that period, divided by the aggregate number of Special Shares outstanding on the date the Special Shares were first issued. 1.26. "RELATED TRANSACTION" means any transaction pursuant to which CBL Amalco directly or indirectly sells, transfers or otherwise disposes of substantially all of its interest in CKVU to a party which is not a Third Party (other than in connection with an ultimate Sale to a Third Party). 1.27. "RESIDUAL ASSETS" means the consolidated identifiable assets (including, for certainty, cash) less liabilities of CBL Amalco and its subsidiaries, excluding (i) assets used exclusively in, and liabilities relating exclusively to, the operation of the Prairie Stations; (ii) assets and liabilities which are included in the CKVU Value, either because they are directly or indirectly sold or assumed as part of the Sale or because they are included in the assets and liabilities of CKVU for purposes of the determination of the Fair Value of CKVU used as the CKVU Value pursuant to section 1.9.2.; and (iii) assets acquired by CBL Amalco or its subsidiaries after the date of the CBL Amalgamation by way of an amalgamation, merger or other transaction which does not involve the payment of consideration from the then-existing Residual Assets. 1.28. "RESIDUAL ASSET VALUE" means the Fair Value of the Residual Assets on the Valuation Date. 1.29. "SALE" means any transaction (other than, for greater certainty, a Related Transaction) pursuant to which CBL Amalco or an Affiliate directly or indirectly sells, transfers or otherwise disposes of substantially all of its interest in CKVU to a Third Party. 1.30. "SALE PROCEEDS" of a particular sale means the proceeds of the Sale determined in accordance with section 4.2. 1.31. "SPECIAL SHARES" has the meaning attributed to that term in the recitals hereof. 1.32. "SUBJECT SHARES" has the meaning attributed to that term in section 7.1. 1.33. "TAXES" means all taxes, levies, assessments, reassessments and other charges together with all related penalties, interest and fines, payable to any domestic or foreign government (federal, provincial, municipal or otherwise) or to any regulatory authority, agency, commission or board of any domestic or foreign government, or imposed by any court or any other law, regulation or rulemaking entity having jurisdiction in the relevant circumstances. 1.34. "THIRD PARTY" means a party acting at arm's length (within the meaning of the Income Tax Act (Canada)) with the Corporation. 1.35. "TRIGGER DATE" means the earlier of: (i) the date on which the Sale Proceeds are conclusively determined in accordance with section 4.2.; and (ii) the date on which the Fair Value is determined in accordance with section 4.1. 1.36. "VALUATION DATE" means the earlier of: (i) the date on which the Sale is completed; (ii) the first anniversary of the date the Special Shares were first issued; (iii) the business day immediately prior to the date on which a Liquidation Event occurs; and (iv) the date on which a Related Transaction is completed. 2. DIVIDENDS 2.1. NO ENTITLEMENT TO DIVIDENDS The holders of the Special Shares shall not be entitled to any dividends. 3. VOTING AND DISSENT RIGHTS 3.1. NO VOTING RIGHTS Except as required by law, the holders of the Special Shares as a class shall not be entitled as such to receive notice of, to attend or to vote at any meeting of the shareholders of the Corporation. 3.2. LIMITATION ON CLASS VOTES The holders of the Special Shares shall not be entitled to vote separately as a class or series, and shall not be entitled to dissent, upon a proposal to amend the articles of the Corporation to: 3.2.1. increase any maximum number of authorized shares of a class or series of a class having rights or privileges equal or superior to the Special Shares; or 3.2.2. create a new class or series of a class of shares equal or superior to the Special Shares. 4. FAIR VALUE AND SALE PROCEEDS 4.1. DETERMINATION OF FAIR VALUE 4.1.1. The Fair Value of any property, assets or business for purposes of these share conditions shall be determined by an Independent Valuator. 4.1.2. As soon as reasonably possible following the Valuation Date, the Corporation shall retain an Independent Valuator to determine the Fair Value of the Residual Assets, if any, and, if required, the Fair Value of CKVU, in each case on the Valuation Date. 4.1.3. In determining the Fair Value of any property, assets or business, the Independent Valuator shall be instructed to conduct the valuation based on the factual circumstances existing on the Valuation Date and otherwise on the assumptions, and using methodology, which the Independent Valuator determines in his or her sole discretion would be applied by a court in fixing fair value for the purposes of the dissent and appraisal provisions of the Corporations Act (Manitoba). 4.2. DETERMINATION OF SALE PROCEEDS The Sale Proceeds of a Sale shall equal the aggregate of: 4.2.1. the cash proceeds of the Sale received by the vendor upon the completion of the Sale; and 4.2.2. the Fair Value of any non-cash consideration or deferred consideration received by the vendor in connection with the Sale; after taking into account all purchase price adjustments and any other adjustments arising from the Sale, minus the aggregate of: 4.2.3. all reasonable costs and expenses incurred the vendor and its Affiliates in connection with the Sale, including any investment banking fees and commissions incurred as a result of the Sale; and 4.2.4. the Inherent Tax Liability of the vendor (whether or not paid at the time the Sale Proceeds are determined) incurred as a result of the Sale. As soon as reasonably possible following the Valuation Date, the value of the consideration, any adjustments and any other amounts referred to in this section 4.2 shall be as reasonably determined by the board of the Corporation, which determination shall be conclusive. 5. ELECTION BY CORPORATION TO CONVERT AND/OR REDEEM 5.1. ALL SPECIAL SHARES TO BE CONVERTED OR REDEEMED CONCURRENTLY On, or at any time following, the Trigger Date but prior to the Outside Date, the Corporation may, by giving the Election Notice as hereinafter provided, elect to either (a) redeem all of the Special Shares on the Effective Date as provided in these share conditions; (b) convert all of the Special Shares on the Effective Date as provided in these share conditions; or (c) redeem some Special Shares and convert the remaining Special Shares outstanding on the Effective Date as provided in these share conditions, such that all of the outstanding Special Shares are redeemed or converted on the Effective Date. 5.2. ELECTION NOTICE In order to effect the election referred to in section 5.1., the Corporation shall, at least 5 Business Days before the Effective Date, send by prepaid first class mail or deliver to each person who at the date of mailing or delivery is a holder of Special Shares a notice in writing of the intention of the Corporation to convert and/or redeem the Special Shares (the "ELECTION NOTICE"). The Election Notice shall be mailed or delivered to each holder of Special Shares at the last address of such holder as it appears on the securities register of the Corporation, or in the event of the address of any such holder not so appearing, then to the last address of such holder known to the Corporation. Accidental failure or omission to give the Election Notice to one or more holders shall not affect the validity of any redemption or conversion, but if such failure or omission is discovered, an Election Notice shall be given forthwith to such holder or holders and shall have the same force and effect as if given in due time. The Election Notice shall set out (i) the aggregate number of Redeemed Shares and Subject Shares, as applicable; (ii) the number of Redeemed Shares and Subject Shares, as applicable, held by the person to whom it is addressed; (iii) if the Corporation has elected to redeem some or all of the Special Shares, the Redemption Price and the manner in which it was calculated; (iv) if the Corporation has elected to convert some or all of the Special Shares, (a) the Redemption Price on which the conversion will be based, (b) the estimated number of Subordinate Voting Shares issuable upon conversion of each Subject Share based on the Current Market Price of the Subordinate Voting Shares on the date of the Election Notice, (c) the right of holders of Special Shares to deliver a Holder's Notice electing to convert all or part of the Subject Shares into Non-Voting Shares in accordance with section 7.5 of these share conditions, and (d) the estimated number of Non-Voting Shares issuable upon conversion of each Subject Share based on the Current Market Price of the Non-Voting Shares on the date of the Election Notice; (v) the Effective Date (which shall not be later than the Outside Date); and (vi) the place or places in Canada at which holders of Special Shares may present and surrender the certificate or certificates representing the Special Shares for redemption and/or conversion. 5.3. PRO RATA CONVERSION AND REDEMPTION If there is more than one holder of Special Shares and the Corporation has delivered an Election Notice specifying that some of the Special Shares will be redeemed on the Effective Date, the number of each such holder's Special Shares to be included in the Redeemed Shares shall equal the total number of Special Shares held by that holder multiplied by the fraction that the aggregate number of Redeemed Shares represents of the aggregate number of Special Shares held by all holders. The remaining Special Shares will be converted as provided herein on the Effective Date. 6. REDEMPTION 6.1. REDEMPTION OF SPECIAL SHARES AT THE OPTION OF THE CORPORATION The Special Shares shall not be redeemable effective on a date prior to the Trigger Date. Effective on or after the Trigger Date but prior to the Outside Date, and subject to the provisions of this Article 6 and of Article 5 and to the rights, privileges, restrictions and conditions attaching to any shares of the Corporation ranking prior to the Special Shares, the Corporation may, at its option and upon giving the Election Notice as herein provided, redeem the Special Shares specified for redemption in the Election Notice (the "REDEEMED SHARES") on payment for each Redeemed Share of cash in an amount equal to the Redemption Price at that time. 6.2. METHOD OF REDEMPTION On and after the Effective Date, the Corporation shall pay or cause to be paid to or to the order of the holders of the Redeemed Shares the Redemption Price of such shares on presentation and surrender, at the registered office of the Corporation or any other place or places in Canada specified in the Election Notice, of the certificate or certificates representing the Redeemed Shares. Payment in respect of Redeemed Shares shall be made by cheque payable to the respective holders thereof in lawful money of Canada at any branch in Canada of the Corporation's bankers. The Corporation shall have the right, at any time after the mailing or delivery of an Election Notice specifying its intention to redeem Special Shares, to deposit the Redemption Price of the Redeemed Shares so called for redemption, or of such of the Redeemed Shares which are represented by certificates which have not, at the date of such deposit, been surrendered by the holders thereof in connection with such redemption, in a separate account in any chartered bank or trust company in Canada named in the redemption notice or in a subsequent notice in writing to the holders of the Redeemed Shares in respect of which the deposit is made, to be paid without interest to or to the order of the respective holders of the Redeemed Shares upon presentation and surrender to such bank or trust company of the certificates representing such shares. Upon such deposit being made or upon the Effective Date, whichever is the later, the Redeemed Shares in respect of which such deposit shall have been made shall be deemed to be redeemed and the rights of the holders thereof shall be limited to receiving the Redemption Price of their respective Redeemed Shares upon presentation and surrender of the certificate or certificates representing such shares. Any interest allowed on any such deposit shall belong to the holder. From and after the Effective Date, the Redeemed Shares shall cease to be entitled to any participation in any distribution of the assets of the Corporation and the holders thereof shall not be entitled to exercise any of their other rights as shareholders in respect thereof unless payment of the Redemption Price shall not be made upon presentation and surrender of the certificates representing such shares in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected. Redemption moneys which are represented by a cheque which has not been presented to the Corporation's bankers for payment or that otherwise remain unclaimed (including moneys and accrued interest held on deposit in a separate account as provided for above) for a period of six years from the Effective Date shall be forfeited to the Corporation. 7. CONVERSION 7.1. CONVERSION OF SPECIAL SHARES AT THE OPTION OF THE CORPORATION The Corporation may, at its option and upon giving an Election Notice as herein provided, effective at any time after the Trigger Date but prior to the Outside Date, and subject to the provisions of this Article 7 and of Article 5, convert the Special Shares specified for conversion in the Election Notice (the "SUBJECT SHARES") into Subordinate Voting Shares and/or Non-Voting Shares in accordance with the terms of this Article 7. 7.2. AUTOMATIC CONVERSION ON THE OUTSIDE DATE If, on or prior to the Outside Date, all of the Special Shares have not been converted or redeemed by the Corporation, all of the Special Shares will be deemed to be converted into Subordinate Voting Shares as provided in section 7.3 effective on the Outside Date. All conversions of Special Shares pursuant to this section 7.2 shall be carried out in accordance with the procedures described in this Article 7. 7.3. CONVERSION RATIO Each Special Share shall be convertible into such number of Subordinate Voting Shares which is equal to the Redemption Price divided by the Current Market Price of the Subordinate Voting Shares on the Effective Date. Notwithstanding the foregoing, each holder of Special Shares to be converted may elect to convert all or part of the Subject Shares into Non-Voting Shares in accordance with section 7.5, and each Subject Share so elected in the Holder's Notice shall be convertible into such number of Non-Voting Shares which is equal to the Redemption Price divided by the Current Market Price of the Non-Voting Shares on the Effective Date. 7.4. NO FRACTIONAL SHARES No fractional Subordinate Voting Shares or Non-Voting Shares or script representing fractional Subordinate Voting Shares or Non-Voting Shares shall be issued upon any conversion of the Subject Shares. If the conversion of Subject Shares held by a shareholder results in a fraction, an amount equal to such fraction multiplied by the Current Market Price of the Subordinate Voting Shares or Non-Voting Shares, as applicable, on the Effective Date shall be paid to the holder of Subject Shares in cash by the Corporation. If a cash adjustment is to be paid under this section 7.4, the mailing from the Corporation's registered office or the principal office of the registrar of the Subordinate Voting Shares or Non-Voting Shares of the Corporation to the holder shall be deemed to be payment of the cash adjustment resulting from such fractional interest unless the cheque is not paid upon due presentation. Cash adjustments that are represented by a cheque that has not been presented to the Corporation's bankers for payment or that otherwise remain unclaimed for a period of six years from the date on which the same became payable will be forfeited to the Corporation. 7.5. HOLDER'S NOTICE Each holder of Subject Shares may, upon notice to the Corporation (the "HOLDER'S NOTICE") no later than the Business Day prior to the Effective Date (which for greater certainty, in the case of an automatic conversion of Special Shares pursuant to section 7.2., shall be the Business Day prior to the Outside Date) elect to convert all or part of the Subject Shares specified in the Election Notice into Non-Voting Shares. The Holder's Notice, if delivered, must specify the number of Subject Shares in respect of which the holder thereof elects to receive Non-Voting Shares in lieu thereof. 7.6. CONVERSION OF SUBJECT SHARES On the Effective Date, and whether or not the certificate(s) representing the Subject Shares and the Holder's Notice have been delivered by the holder, the Subject Shares shall be converted into such number of Subordinate Voting Shares as provided in the Election Notice (or such number of Non-Voting Shares, or a combination thereof, as specified in the Holder's Notice). 7.7. CERTIFICATES On any conversion of Subject Shares, the certificate or certificates representing the Non-Voting Shares or Subordinate Voting Shares resulting therefrom shall be issued at the expense of the Corporation in the name of the holder of the Subject Shares converted or in such name or names as such holder may direct in writing, provided that such holder shall pay any applicable security transfer taxes. 8. LIQUIDATION, DISSOLUTION OR WINDING-UP 8.1. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the Special Shares shall not be entitled to share in any distribution of the property or assets of the Corporation. 9. INTERPRETATION 9.1. In the event that any date on which any payment on the Special Shares is due, or on or by which any other action is required to be taken by the Corporation or the holders of Special Shares hereunder, is not a business day, then such payment shall be due, or such other action shall be required to be taken, on or by the next succeeding date that is a business day. -----END PRIVACY-ENHANCED MESSAGE-----