Petro-Canada Public Participation Act — P-11.1 9
Mandatory provisions in articles of amendment 9 (1) The articles of amendment for Petro-Canada shall contain (a) provisions imposing constraints on the issue, transfer and ownership, including joint ownership, of voting shares of Petro-Canada to prevent any one person, together with the associates of that person, from holding, beneficially owning or controlling, directly or indirectly, otherwise than by way of security only, in the aggregate voting shares to which are attached more than twenty per cent of the votes that may ordinarily be cast to elect directors of Petro-Canada, other than votes that may be so cast by or on behalf of the Minister; (b) and (c) [Repealed, 2001, c. 18, s. 2] (d) provisions preventing Petro-Canada from selling, transferring or otherwise disposing of, whether by one transaction or event or several related transactions or events, all or substantially all of its assets to any one person or group of associated persons or to non-residents, otherwise than by way of security only in connection with the financing of Petro-Canada; (e) provisions requiring Petro-Canada to ensure that any member of the public can, in either official language, communicate with and obtain available services from (i) its head office, and (ii) any of its other offices or facilities, and the head office and any other office or facility of any of its wholly-owned subsidiaries, where Petro-Canada determines that there is significant demand for communications with and services from that office or facility in that language having regard to the public served and the location of the office or facility; (f) provisions respecting the enforcement of the constraints imposed pursuant to paragraph (a); and (g) provisions specifying that the head office of Petro-Canada is to be situated in Calgary, Alberta. Enforcement provisions (2) Without limiting the generality of paragraph (1)(f), the provisions referred to therein may provide for the filing of declarations, the suspension of voting rights, the forfeiture of dividends, the refusal of the issue or registration of voting shares and the sale of voting shares held contrary to the constraints and payment of the net proceeds of the sale to the person entitled thereto. Exemption for small transactions (3) Where the directors of Petro-Canada are of the reasonable opinion, from the central securities register of Petro-Canada or otherwise, that a subscriber for or a transferee of voting shares of Petro-Canada would, on acquiring the shares, hold, beneficially own or control voting shares to which are attached not more than the lesser of two one-hundredths of one per cent of the votes that may ordinarily be cast to elect directors of Petro-Canada and ten thousand such votes, the directors are entitled to assume that the subscriber or transferee is not and will not be an associate of anyone else and, unless the address to be recorded in the register for the subscriber or transferee is outside Canada, that the shares will not be held, beneficially owned or controlled in contravention of the articles of amendment for Petro-Canada. Exceptions (4) No provision imposing constraints pursuant to paragraph (1)(a) applies in respect of voting shares of Petro-Canada that are held (a) by the Minister in trust for Her Majesty in right of Canada; (b) by one or more underwriters solely for the purpose of distributing the shares to the public; or (c) by any person who provides centralized facilities for the clearing of trades in securities and is acting in relation to trades in the shares solely as an intermediary in the payment of funds or the delivery of securities, or both. Associates (5) For the purposes of this section, a person is an associate of another person if (a) one is a corporation of which the other is an officer or director; (b) one is a corporation that is controlled by the other or by a group of persons of which the other is a member; (c) one is a partnership of which the other is a partner; (d) on