BY-LAW 1

A by-law relating generally to thetransaction of the business andaffairs ofOPEN TEXT CORPORATION

Contents
One-

Interpretation

Two-

Business of the Corporation

Three

-

Borrowing and Security

Four

-

Directors

Five-

Committees

Six-

Officers

Seven-

Protection of Directors, Officers and Others

Eight

-

SharesNine-

Dividends

Ten-

Meetings of Shareholders

Eleven-NoticesTwelve-Effective Date and Repeal

BE IT ENACTED AS A BY-LAW OF THE CORPORATION AS FOLLOWS:TABLE OF CONTENTSSECTION ONE
1.01

INTERPRETATION.................................................................................. 1

Definitions.............................................................................................................. 1

SECTION TWO

BUSINESS OF THE CORPORATION .................................................... 2

2.01

Registered Office ................................................................................................... 2

2.02

Corporate Seal ........................................................................................................ 2

2.03

Financial Year ........................................................................................................ 2

2.04

Execution of Instruments ....................................................................................... 2

2.05

Banking Arrangements .......................................................................................... 2

2.06

Voting Rights in Other Bodies Corporate .............................................................. 2

2.07

Divisions ................................................................................................................ 2

SECTION THREE

BORROWING AND SECURITY ............................................................. 4

3.01

Borrowing Power ................................................................................................... 4

3.02

Delegation .............................................................................................................. 4

SECTION FOURDIRECTORS ............................................................................................. 5

4.01

Number of Directors .............................................................................................. 5

4.02

Qualification .......................................................................................................... 5

4.03

Election and Term .................................................................................................. 5

4.04

Removal of Directors ............................................................................................. 5

4.04 A Advance Notice of Nominations of Directors ........................................................ 5
4.05

Vacation of Office ................................................................................................ 10

4.06

Appointment of Additional Directors .................................................................. 10

4.07

Action by the Board ............................................................................................. 11

4.08

Canadian Directors Present at Meetings .............................................................. 11

4.09

Meeting by Telephone ......................................................................................... 11

4.10

Signed Resolutions............................................................................................... 11

4.11

Place of Meetings ................................................................................................. 11

4.12

Calling of Meetings .............................................................................................. 11

4.13

Notice of Meeting ................................................................................................ 11

4.14

First Meeting of New Board ................................................................................ 12

4.15

Adjourned Meeting .............................................................................................. 12

4.16

Regular Meetings ................................................................................................. 12

4.17

Chair ..................................................................................................................... 13

-24.18

Quorum ................................................................................................................ 13

4.19

Votes to Govern ................................................................................................... 13

4.20

Conflict of Interest ............................................................................................... 13

4.21

Remuneration and Expenses ................................................................................ 13

SECTION FIVECOMMITTEES........................................................................................ 14

5.01

Committees of the Board ..................................................................................... 14

5.02

Transaction of Business ....................................................................................... 14

5.03

Audit Committee .................................................................................................. 14

5.04

Advisory Bodies................................................................................................... 14

5.05

Procedure ............................................................................................................. 14

SECTION SIXOFFICERS ............................................................................................... 15

6.01

Appointment ........................................................................................................ 15

6.02

Powers and Duties of Officers ............................................................................. 15

6.03

Term of Office ..................................................................................................... 15

6.04

Agents and Attorneys ........................................................................................... 15

6.05

Conflict of Interest ............................................................................................... 15

SECTION SEVEN

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS ............. 16

7.01

Limitation of Liability .......................................................................................... 16

7.02

Indemnity ............................................................................................................. 16

7.03

Advance of Costs ................................................................................................. 16

7.04

Additional Circumstances .................................................................................... 16

7.05

Indemnities Not Limiting ..................................................................................... 17

7.06

Insurance .............................................................................................................. 17

SECTION EIGHTSHARES .................................................................................................. 18

8.01

Allotment of Shares ............................................................................................. 18

8.02

Commissions ........................................................................................................ 18

8.03

Registration of Transfers ...................................................................................... 18

8.04

Non-recognition of Trusts .................................................................................... 18

8.05

Share Certificates ................................................................................................. 18

8.06

Replacement of Share Certificates ....................................................................... 19

8.07

Joint Shareholders ................................................................................................ 19

8.08

Deceased Shareholders ........................................................................................ 19

-38.09

Transfer Agents and Registrars ............................................................................ 19

8.10

Record Dates ........................................................................................................ 19

8.11

Electronic Book-Based or Other Non-Certificated Registered Positions ............ 19

SECTION NINEDIVIDENDS ............................................................................................ 21

9.01

Dividends ............................................................................................................. 21

9.02

Dividend Cheques ................................................................................................ 21

9.03

Record Date ......................................................................................................... 21

SECTION TENMEETINGS OF SHAREHOLDERS ....................................................... 22

10.01 Annual Meetings .................................................................................................. 22
10.02 Special Meetings .................................................................................................. 22
10.03 Place of Meetings ................................................................................................. 22
10.04 Participation in Meeting by Electronic Means ..................................................... 22
10.05 Meeting held by Electronic Means ...................................................................... 22
10.06

Notice of Meetings .............................................................................................. 22

10.07 List of Shareholders Entitled to Notice ................................................................ 23
10.08 Record Date for Notice ........................................................................................ 23
10.09 Meetings Without Notice ..................................................................................... 23
10.10 Chair, Secretary and Scrutineers .......................................................................... 24
10.11 Persons Entitled to be Present .............................................................................. 24
10.12 Quorum ................................................................................................................ 24
10.13 Right to Vote ........................................................................................................ 24
10.14 Proxyholders and Representatives ....................................................................... 24
10.15 Time for Deposit of Proxies ................................................................................. 25
10.16 Joint Shareholders ................................................................................................ 25
10.17 Votes to Govern ................................................................................................... 25
10.18 Show of Hands ..................................................................................................... 25
10.19 Ballots .................................................................................................................. 26
10.20 Adjournment ........................................................................................................ 26
SECTION ELEVEN NOTICES ................................................................................................. 27
11.01 Method of Giving Notices.................................................................................... 27
11.02 Notice to Joint Shareholders ................................................................................ 27
11.03 Computation of Time ........................................................................................... 27

-411.04 Undelivered Notices ............................................................................................. 27
11.05 Omissions and Errors ........................................................................................... 28
11.06 Persons Entitled by Death or Operation of Law .................................................. 28
11.07 Waiver of Notice .................................................................................................. 28
11.08 Interpretation ........................................................................................................ 28
11.09 Electronic Documents .......................................................................................... 28
SECTION TWELVE EFFECTIVE DATE AND REPEAL ....................................................... 29
12.01 Effective Date ...................................................................................................... 29
12.02 Repeal .................................................................................................................. 29

SECTION ONE
INTERPRETATION
1.01
requires:Definitions. - In the by-laws of the Corporation, unless the context otherwise“Act” means the Canada Business Corporations Act, or any statute that may besubstituted therefor, and the regulations to the Act, as from time to time amended;“appoint” includes “elect” and vice versa;“articles” means the articles attached to the certificate of continuance of the
Corporation, as from time to time amended or restated;“board” means the board of directors of the Corporation;“by-laws” means this by-law and all other by-laws of the Corporation from time
to time in force and effect;“Corporation” means the corporation continued under the Act by the said
certificate to which the articles are attached, and named “Open Text Corporation”;“director” means a member of the board;“including” means including, without limitation;“meeting of shareholders” includes an annual meeting of shareholders and a
special meeting of shareholders; and “special meeting of shareholders” includes ameeting of any class or classes of shareholders and a special meeting of allshareholders entitled to vote at an annual meeting of shareholders;“prescribed” means prescribed in accordance with the Act; and“recorded address” has the meaning set forth in section 11.08.

Save as aforesaid, words and expressions defined in the Act, including “distributing
corporation”, “electronic document” and “resident Canadian”, have the same meanings whenused herein. Words importing the singular number include the plural and vice versa; and words
importing a person include an individual, partnership, association, body corporate, trustee,
executor, administrator and legal representative.

1

SECTION TWO
BUSINESS OF THE CORPORATION
2.01
Registered Office. - The registered office of the Corporation shall be in theprovince in Canada from time to time specified in the articles, and at such location therein
initially as is specified in the notice thereof filed with the articles and thereafter as the board mayfrom time to time determine.
2.02
Corporate Seal. - The Corporation may, but need not, adopt a corporate seal and
if one is adopted it shall be in a form approved from time to time by the board.
2.03
Financial Year. - Until changed by the board, the financial year of the
Corporation shall end on June 30 in each year.
2.04
Execution of Instruments. - Deeds, transfers, assignments, contracts,
obligations, certificates and other instruments may be signed on behalf of the Corporation by any
two of the directors and officers of the Corporation. In addition, any two of the directors andofficers of the Corporation may from time to time direct the manner in which and the person or
persons by whom any particular instrument or class of instruments may or shall be signed. Any
signing officer may affix the corporate seal to any instrument requiring the same.
2.05
Banking Arrangements. - The banking business of the Corporation, including
the borrowing of money and the giving of security therefor, shall be transacted with such banks,
trust companies or other bodies corporate or organizations as may from time to time be
designated by or under the authority of the board. Such banking business or any part thereof
shall be transacted under such agreements, instructions and delegations of powers as the board
may from time to time prescribe.
2.06
Voting Rights in Other Bodies Corporate. - The signing officers of the
Corporation under section 2.04 may execute and deliver proxies and arrange for the issuance ofvoting certificates or other evidence of the right to exercise the voting rights attaching to any
securities held by the Corporation. Such instruments shall be in favour of such persons as may
be determined by the officers executing or arranging for the same. In addition, the board mayfrom time to time direct the manner in which and the persons by whom any particular voting
rights or class of voting rights may or shall be exercised.
Divisions. - The board may cause the business and operations of the Corporation
2.07
or any part thereof to be divided into one or more divisions upon such basis, including types ofbusiness or operations, geographical territories, product lines or goods or services, as may beconsidered appropriate in each case. In connection with any such division the board or, subject
2

to any direction by the board, the chief executive officer may authorize from time to time, uponsuch basis as may be considered appropriate in each case:(a)

Subdivision and Consolidation - the further division of the business andoperations of any such division into sub-units and the consolidation of thebusiness and operations of any such divisions and sub-units;(b)Name - the designation of any such division or sub-unit by, and the carrying onof the business and operations of, any such division or sub-unit under, a nameother than the name of the Corporation; provided that the Corporation shall set out
its name in legible characters in all places required by law; and(c)Officers - the appointment of officers for any such division or sub-unit, thedetermination of their powers and duties, and the removal of any of such officers
so appointed, provided that any such officers shall not, as such, be officers of the
Corporation.

3

SECTION THREE
BORROWING AND SECURITY
3.01
Borrowing Power. - Without limiting the borrowing powers of the Corporation
as set forth in the Act, but subject to the articles, the board may from time to time on behalf of
the Corporation, without authorization of the shareholders:(a)borrow money upon the credit of the Corporation;(b)issue, reissue, sell, pledge or hypothecate bonds, debentures, notes or otherevidences of indebtedness or guarantee of the Corporation, whether secured or
unsecured;(c)give a guarantee on behalf of the Corporation to secure performance of any
present or future indebtedness, liability or obligation of any person; and(d)mortgage, hypothecate, pledge or otherwise create a security interest in all or any
currently owned or subsequently acquired real or personal, movable or
immovable, property of the Corporation, including book debts, rights, powers,
franchises and undertakings, to secure any such bonds, debentures, notes or otherevidences of indebtedness or guarantee or any other present or futureindebtedness, liability or obligation of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of
exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the
Corporation.
3.02
Delegation. - Unless the articles of the Corporation otherwise provide, the board
may from time to time delegate to a director, a committee of the board, or an officer of the
Corporation any or all of the powers conferred on the board by section 3.01 to such extent and insuch manner as the board may determine at the time of such delegation.

4

SECTION FOURDIRECTORS
4.01
Number of Directors. - Until changed in accordance with the Act, the board
shall consist of not fewer than the minimum number and not more than the maximum number of
directors provided in the articles. The board shall consist of not fewer than the minimum numberof directors required by the Act for a distributing corporation.
4.02
Qualification. - No person shall be qualified for election as a director if such
person is less than 18 years of age, is of unsound mind and has been so found by a court in
Canada or elsewhere, is not an individual, or has the status of a bankrupt. Unless the articles
otherwise provide, a director need not be a shareholder. Subject to the Act, at least 25 percent of
the directors shall be resident Canadians, or if the number of directors is fewer than four, at least
one director shall be a resident Canadian. At least such number of directors as may be specified
by the Act, other applicable law or stock exchange requirements shall not be officers or
employees of the Corporation or of its affiliates.
4.03
Election and Term. - Subject to the Act, the number of directors to be elected ateach annual meeting of shareholders shall be the number of directors as determined by the board.
Each director shall hold office for the stated term at the time of their election at any such meetingof shareholders or, if not stated, until the close of the first annual meeting of shareholders
following the director’s election. Where the shareholders adopt an amendment to the articles toincrease the number or maximum number of directors, the shareholders may, at the meeting at
which they adopt the amendment, elect the additional number of directors authorized by theamendment. The election shall be by resolution. If an election of directors is not held at theproper time, the incumbent directors shall continue in office until their successors are elected.
4.04
Removal of Directors. - Subject to the Act, the shareholders may by resolution
passed at a meeting of shareholders specially called for such purpose remove any director fromoffice and the vacancy created by such removal may be filled at the same meeting, failing which,subject to the Act, it may be filled by the board.
4.04 A

Advance Notice of Nominations of Directors.
(a)Nomination Procedures - Subject only to the Act, Applicable Securities Law andthe articles of the Corporation, only persons who are nominated in accordancewith the following procedures shall be eligible for election as directors of the
Corporation. Nominations of persons for election to the board may be made at
any annual meeting of shareholders, or at any special meeting of shareholders if
the election of directors is a matter specified in the notice of meeting,

5

(i)

by or at the direction of the board, including pursuant to a notice ofmeeting;(ii)

by or at the direction or request of one or more shareholders pursuant to a
proposal made in accordance with the provisions of the Act, or arequisition of the shareholders made in accordance with the provisions of
the Act; or(iii)

by any person (a “Nominating Shareholder”) who (A) at the close ofbusiness on the date of the giving of the notice provided for in this section
4.04A and on the record date for notice of such meeting, is entered in the
securities register as a holder of one or more shares carrying the right tovote at such meeting or who beneficially owns shares that are entitled to
be voted at such meeting and provides evidence of such beneficial
ownership to the Corporation, and (B) complies with the notice procedures
set forth below in this section 4.04A.

(b)

Timely notice - In addition to any other applicable requirements, for a nomination
to be made by a Nominating Shareholder, the Nominating Shareholder must havegiven timely notice thereof in proper written form to the secretary of the
Corporation in accordance with this section 4.04A.

(c)

Manner of timely notice - To be timely, a Nominating Shareholder’s notice mustbe given:(i)in the case of an annual meeting (including an annual and special meeting)of shareholders, not less than 30 nor more than 65 days prior to the date of
the meeting; provided, however, that in the event that the meeting is to beheld on a date that is less than 45 days after the date (the “Notice Date”)
on which the first public announcement of the date of the meeting was
made, notice by the Nominating Shareholder may be made not later thanthe close of business on the tenth (10th) day following the Notice Date; and(ii)

in the case of a special meeting (which is not also an annual meeting) of
shareholders called for the purpose of electing directors (whether or notcalled for other purposes), not later than the close of business on thefifteenth (15th) day following the day on which the first publicannouncement of the date of the meeting was made.

In no event shall any adjournment, postponement, or reconvening of a meeting, or
the announcement thereof, commence a new time period for the giving of a
Nominating Shareholder’s notice as described above.
(d)

Proper form of notice - To be in proper written form, a Nominating Shareholder’snotice must set forth:6(i)as to each person whom the Nominating Shareholder proposes to nominate
for election as a director, (A) the name, age, province or state, and countryof residence of the person, (B) the principal occupation, business or
employment of the person, both present and within the five years
preceding the notice, (C) whether the person is a resident Canadian within
the meaning of the Act, (D) the number of securities of each class ofvoting securities of the Corporation or any of its subsidiaries beneficiallyowned, or controlled or directed, directly or indirectly, by such person, asof the record date for the meeting of shareholders (if such date shall thenhave been made publicly available and shall have occurred) and as of thedate of such notice, and (E) any other information relating to the personthat would be required to be disclosed in a dissident’s proxy circular inconnection with solicitations of proxies for election of directors pursuant
to the Act or any Applicable Securities Laws; and(ii)

as to the Nominating Shareholder, (A) the number of securities of eachclass of voting securities of the Corporation or any of its subsidiaries
beneficially owned, or controlled or directed, directly or indirectly, bysuch person or any joint actors, as of the record date for the meeting (ifsuch date shall then have been made publicly available and shall haveoccurred) and as of the date of such notice, (B) full particulars regarding
any proxy, contract, arrangement, agreement, understanding or
relationship pursuant to which such Nominating Shareholder has a right tovote or to direct or to control the voting of any shares of the Corporationand (C) any other information relating to such Nominating Shareholderthat would be required to be made in a dissident’s proxy circular inconnection with solicitations of proxies for election of directors pursuant
to the Act or any Applicable Securities Laws.

References to “Nominating Shareholder” in this section 4.04A shall be deemed torefer to each shareholder that nominates a person for election as a director in thecase of a nomination proposal where more than one shareholder is involved in
making such nomination proposal.
(e)Other Information - The Corporation may require any proposed nominee tofurnish such other information as may reasonably be required by the Corporation
to determine the eligibility of such proposed nominee to serve as an independent
director of the Corporation or that would reasonably be expected to be material toa reasonable shareholder’s understanding of the independence and/or
qualifications, or lack thereof, of such proposed nominee.

(f)

Notice to be updated - In addition, to be considered timely and in proper written
form, a Nominating Shareholder’s notice shall be promptly updated andsupplemented, if necessary, so that the information provided or required to beprovided in such notice shall be true and correct as of the record date for the
meeting.
7

(g)Power of the chair - The chair of the meeting shall have the power and duty todetermine whether a nomination was made in accordance with the procedures set
forth in the foregoing provisions and, if any proposed nomination is not incompliance with such foregoing provisions, to declare that such defective
nomination shall be disregarded.

(h)Delivery of notice - Notwithstanding any other provision of this by-law, noticegiven to the secretary of the Corporation pursuant to this section 4.04A may only
be given by personal delivery, facsimile transmission or by email (provided thatthe secretary of the Corporation has stipulated an email address for purposes ofthis notice), and shall be deemed to have been given and made only at the time itis served by personal delivery, email (at the address as aforesaid) or sent byfacsimile transmission (provided that receipt of the confirmation of suchtransmission has been received) to the secretary of the Corporation at the addressof the principal executive offices of the Corporation; provided that if suchdelivery or electronic communication is made on a day which is not a business
day or later than 5:00 p.m. (Toronto time) on a day which is a business day, thensuch delivery or electronic communication shall be deemed to have been made on
the subsequent day that is a business day.

(i)

Increase in number of directors to be elected - Notwithstanding any provisions inthis section to the contrary, in the event that the number of directors to be elected
at a meeting is increased effective after the time period for which the Nominating
Shareholder’s notice would otherwise be due under this section, a notice withrespect to nominees for the additional directorships required by this section shallbe considered timely if it shall be given not later than the close of business on thetenth (10th) day following the day on which the first public announcement of suchincrease was made by the Corporation.

(j)

Notwithstanding the foregoing, the board may, in its sole discretion, waive any
requirement in this section 4.04A.

(k)

Definitions - For purposes of this section 4.04A,“Affiliate”, when used to indicate a relationship with a specific person,
shall mean a person that directly, or indirectly through one or moreintermediaries, controls, or is controlled by, or is under common control
with, such specified person;“Applicable Securities Laws” means the applicable securities legislationof each relevant province and territory of Canada, as amended from time
to time, the written rules, regulations and forms made or promulgatedunder any such statute and the published national instruments, multilateral
instruments, policies, bulletins and notices of the securities commissions
and similar regulatory authorities of each province and territory ofCanada;8

“Associate”, when used to indicate a relationship with a specified person,
shall mean (i) any body corporate or trust of which such person
beneficially owns, directly or indirectly, voting securities carrying morethan 10% of the voting rights attached to all voting securities of such body
corporate or trust for the time being outstanding, (ii) any partner of that
person, (iii) any trust or estate in which such person has a substantial
beneficial interest or as to which such person serves as trustee or in asimilar capacity, (iv) a spouse of such specified person, (v) any person ofeither sex with whom such specified person is living in conjugal
relationship outside marriage or (vi) any relative of such specified personor of a person mentioned in clauses (iv) or (v) of this definition if that
relative has the same residence as the specified person;“beneficially owns” or “beneficially owned” means, in connection withthe ownership of shares in the capital of the Corporation by a person, (i)any such shares as to which such person or any of such person’s Affiliates
or Associates owns at law or in equity, or has the right to acquire or
become the owner at law or in equity, where such right is exercisable
immediately or after the passage of time and whether or not on conditionor the happening of any contingency or the making of any payment, upon
the exercise of any conversion right, exchange right or purchase rightattaching to any securities, or pursuant to any agreement, arrangement,
pledge or understanding whether or not in writing; (ii) any such shares as
to which such person or any of such person’s Affiliates or Associates has
the right to vote, or the right to direct the voting, where such right is
exercisable immediately or after the passage of time and whether or not on
condition or the happening of any contingency or the making of any
payment, pursuant to any agreement, arrangement, pledge orunderstanding whether or not in writing; (iii) any such shares which are
beneficially owned, directly or indirectly, by a Counterparty (or any ofsuch Counterparty’s Affiliates or Associates) under any Derivatives
Contract (without regard to any short or similar position under the same or
any other Derivatives Contract) to which such person or any of such
person’s Affiliates or Associates is a Receiving Party; provided, howeverthat the number of shares that a person beneficially owns pursuant to thisclause (iii) in connection with a particular Derivatives Contract shall not
exceed the number of Notional Securities with respect to such Derivatives
Contract; provided, further, that the number of securities owned
beneficially by each Counterparty (including their respective Affiliatesand Associates) under a Derivatives Contract shall for purposes of thisclause be deemed to include all securities that are owned beneficially,
directly or indirectly, by any other Counterparty (or any of such otherCounterparty’s Affiliates or Associates) under any Derivatives Contract towhich such first Counterparty (or any of such first Counterparty’s
Affiliates or Associates) is a Receiving Party and this proviso shall be
9

applied to successive Counterparties as appropriate; and (iv) any suchshares which are owned beneficially within the meaning of this definition
by any other person with whom such person is acting jointly or in concert
with respect to the Corporation or any of its securities;“close of business” means 5:00 p.m. (Toronto time) on a business day inOntario, Canada;“Derivatives Contract” shall mean a contract between two parties (the“Receiving Party” and the “Counterparty”) that is designed to expose
the Receiving Party to economic benefits and risks that correspond
substantially to the ownership by the Receiving Party of a number ofshares in the capital of the Corporation or securities convertible into suchshares specified or referenced in such contract (the number corresponding
to such economic benefits and risks, the “Notional Securities”),
regardless of whether obligations under such contract are required or
permitted to be settled through the delivery of cash, shares in the capital of
the Corporation or securities convertible into such shares or otherproperty, without regard to any short position under the same or any other
Derivatives Contract. For the avoidance of doubt, interests in broad-based
index options, broad-based index futures and broad-based publicly tradedmarket baskets of stocks approved for trading by the appropriate
governmental authority shall not be deemed to be Derivatives Contracts;
and“public announcement” shall mean disclosure in a press release reported
by a national news service in Canada, or in a document publicly filed by
the Corporation under its profile on the System for Electronic Document
Analysis and Retrieval at www.sedar.com.
Vacation of Office. - A director ceases to hold office on death, on removal fromoffice by the shareholders, on ceasing to be qualified for election as a director, on receipt of awritten resignation by the Corporation, or, if a time is specified in such resignation, at the time so
specified, whichever is later. Subject to the Act, a quorum of the board may appoint a qualified
individual to fill a vacancy in the board.
4.05

Appointment of Additional Directors. - If the articles of the Corporation so
provide, the directors may, within the maximum number permitted by the articles, appoint one ormore additional directors, who shall hold office for a term expiring not later than the close of thenext annual meeting of the shareholders, but the total number of directors so appointed may notexceed one third of the number of directors elected at the previous annual meeting ofshareholders.
4.06

10

Action by the Board. - The board shall manage, or supervise the managementof, the business and affairs of the Corporation. The powers of the board may be exercised at a
meeting (subject to sections 4.08 and 4.09) at which a quorum is present or by resolution inwriting signed by all the directors entitled to vote on that resolution at a meeting of the board.
Where there is a vacancy in the board, the remaining directors may exercise all the powers of theboard so long as a quorum remains in office.
4.07

Canadian Directors Present at Meetings. - Subject to the Act, the board shallnot transact business at a meeting, other than filling a vacancy in the board, unless at least 25
percent of the directors present are resident Canadians, or if the Corporation has fewer than four
directors, at least one of the directors present is a resident Canadian, except where:
4.08

(a)

a resident Canadian director who is unable to be present approves in writing, orby telephonic, electronic or other communication facility, the business transacted
at the meeting; and(b)

the required number of resident Canadians would have been present had that
director been present at the meeting.

Meeting by Telephone. - Subject to the Act, if all the directors of the
Corporation consent thereto generally or in respect of a particular meeting, a director may
participate in a meeting of the board or of a committee of the board by means of a telephonic,
electronic or other communication facility that permits all participants to communicate
adequately with each other during the meeting, and a director participating in such a meeting bysuch means is deemed to be present at the meeting. Any such consent shall be effective whether
given before or after the meeting to which it relates and may be given with respect to all
meetings of the board and of committees of the board.
4.09

4.10
Signed Resolutions. - Any resolution in writing may be signed in counterparts
and if signed as of any date shall be deemed to have been passed on such date.
4.11
Place of Meetings. - Subject to the articles, meetings of the board may be held at
any place in or outside Canada.
4.12
Calling of Meetings. - Meetings of the board shall be held from time to time atsuch time and at such place as the board, the chair of the board, the chief executive officer, thepresident or any two directors may determine.
4.13
Notice of Meeting. - Notice of the time and place of each meeting of the board
shall be given in the manner provided in Section Eleven to each director not less than 48 hours
before the time when the meeting is to be held. A notice of a meeting of directors need not11specify the purpose of or the business to be transacted at the meeting except where the Act
requires such purpose or business to be specified, including, if required by the Act, any proposal
to:(a)submit to the shareholders any question or matter requiring approval of theshareholders;(b)fill a vacancy among the directors or in the office of auditor, or appoint additional
directors;(c)issue securities except as authorized by the board;(d)issue shares of a series except as authorized by the board;(e)declare dividends;(f)purchase, redeem or otherwise acquire shares issued by the Corporation;(g)

pay a commission for the sale of shares except as authorized by the board;(h)approve a management proxy circular;(i)approve a take-over bid circular or directors’ circular;(j)approve any annual financial statements; or(k)adopt, amend or repeal by-laws.

A director may in any manner waive a notice of a meeting of directors, and attendance of adirector at a meeting of directors is a waiver of notice of the meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called.
4.14
First Meeting of New Board. - Provided a quorum of directors is present, each
newly elected board may without notice hold its first meeting immediately following the meetingof shareholders at which such board is elected.
4.15
Adjourned Meeting. - Notice of an adjourned meeting of the board is not
required if the time and place of the adjourned meeting is announced at the original meeting.
4.16
Regular Meetings. - The board may appoint a day or days in any month ormonths for regular meetings of the board at a place and hour to be named. A copy of any
resolution of the board fixing the place and time of such regular meetings shall be sent to eachdirector forthwith after being passed, but no other notice shall be required for any such regular12

meeting except where the Act requires the purpose thereof or the business to be transacted
thereat to be specified.
4.17
Chair. - The chair of any meeting of the board shall be the first mentioned ofsuch of the following positions as have been appointed and who is a director and is present at themeeting: the chair of the board or the lead director. If no person holding such a position ispresent, the directors present shall choose one of their number to be chair.
4.18
Quorum. - Subject to the articles and subject to section 4.08, the quorum for thetransaction of business at any meeting of the board shall consist of a majority of the minimum
number of directors required by the articles or such greater number of directors as the board mayfrom time to time determine.
4.19
Votes to Govern. - At all meetings of the board every question shall be decided
by a majority of the votes cast on the question. In case of an equality of votes the chair of themeeting shall not be entitled to a second or casting vote.
4.20
Conflict of Interest. - A director or officer of the Corporation shall disclose to
the Corporation, in the manner and to the extent provided by the Act, any interest that suchdirector or officer has in a material contract or transaction, whether made or proposed, with the
Corporation, if such director or officer (a) is a party to the contract or transaction; (b) is adirector or an officer, or an individual acting in a similar capacity, of a party to the contract ortransaction; or (c) has a material interest in a party to the contract or transaction. Such a director
shall not vote on any resolution to approve the same except as provided by the Act.
4.21
Remuneration and Expenses. - The directors shall be paid such remuneration
for their services as the board may from time to time determine. The directors shall also beentitled to be reimbursed for travelling and other expenses properly incurred by them inattending meetings of the board or any committee thereof. Nothing herein contained shallpreclude any director from serving the Corporation in any other capacity and receiving
remuneration therefor.

13

SECTION FIVECOMMITTEES
5.01
Committees of the Board. - The board may appoint one or more committees ofthe board, however designated, and delegate to any such committee any of the powers of theboard except those which pertain to items which, under the Act, a committee of the board has no
authority to exercise.
5.02
Transaction of Business. - The powers of a committee of the board may be
exercised by a meeting at which a quorum is present or by resolution in writing signed by all
members of such committee who would have been entitled to vote on that resolution at a meetingof the committee. Meetings of such committee may be held at any place in or outside Canada.
5.03
Audit Committee. The board shall appoint annually from among its number anaudit committee to be composed of not fewer than three directors who meet the independence
and other requirements as may be specified by the Act, other applicable law and stock exchange
requirements and who are not officers or employees of the Corporation or its affiliates. The
audit committee shall have the powers and duties provided in the Act and in other applicable law
and in addition, such other powers and duties as the board may determine.
5.04
Advisory Bodies. - The board may from time to time appoint such advisory
bodies as it may deem advisable.
5.05
Procedure. - Unless otherwise determined by the board, each committee andadvisory body shall have power to fix its quorum at not less than a majority of its members andto regulate its procedure.

14

SECTION SIXOFFICERS
6.01
Appointment. - The board may from time to time appoint a chair of the board, achief executive officer, a president, one or more vice-presidents (to which title may be added
words indicating seniority or function), a secretary, a treasurer and such other officers as theboard may determine, including one or more assistants to any of the officers so appointed. One
person may hold more than one office. The board may specify the duties of and, in accordancewith this by-law and subject to the Act, delegate to such officers powers to manage the businessand affairs of the Corporation. Subject to section 6.02, an officer may but need not be a director.
6.02
Powers and Duties of Officers. - The powers and duties of all officers shall besuch as the terms of their engagement call for or as the board may from time to time specify ordelegate to him or her to manage any business or affairs of the Corporation (including the power
to sub-delegate) and subject to the provisions of the Act, vary, add to or limit the powers andduties of any officer. Any of the powers and duties of an officer to whom an assistant has been
appointed may be exercised and performed by such assistant, unless the board otherwise
determines. To the extent not otherwise so specified or delegated, and subject to the Act, theduties and powers of the officers of the Corporation shall be those usually pertaining to theirrespective offices.
6.03
Term of Office. - The board, in its discretion, may remove any officer of the
Corporation. Otherwise each officer appointed by the board shall hold office until a successor isappointed or until the officer resigns.
6.04
Agents and Attorneys. - The Corporation, by or under the authority of theboard, shall have power from time to time to appoint agents or attorneys for the Corporation in or
outside Canada with such powers (including the power to subdelegate) of management,
administration or otherwise as may be thought fit.
6.05
Conflict of Interest. - An officer shall disclose any interest in a material contract
or material transaction, whether made or proposed, with the Corporation in accordance withsection 4.20.

15

SECTION SEVEN
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
7.01
Limitation of Liability. - All directors and officers of the Corporation in
exercising their powers and discharging their duties shall act honestly and in good faith with aview to the best interests of the Corporation and exercise the care, diligence and skill that areasonably prudent person would exercise in comparable circumstances. Subject to theforegoing, and without limiting any defences available to a director or an officer under the Act orotherwise, no director or officer shall be liable for the acts, omissions, failures, neglects ordefaults of any other director, officer or employee, or for any loss, damage or expense happening
to the Corporation through the insufficiency or deficiency of title to any property acquired for oron behalf of the Corporation, or for the insufficiency or deficiency of any security in or uponwhich any of the moneys of the Corporation shall be invested, or for any loss or damage arisingfrom the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys,
securities or effects of the Corporation shall be deposited, or for any loss occasioned by any errorof judgment or oversight on the part of such director or officer, or for any other loss, damage or
misfortune which shall happen in the execution of the duties of office or in relation thereto;
provided that nothing herein shall relieve any director or officer from the duty to act inaccordance with the Act or from liability for any breach thereof.
7.02
Indemnity. - Subject to the Act, the Corporation shall indemnify a director or an
officer, a former director or officer, or another individual who acts or acted at the Corporation’srequest as a director or officer, or an individual acting in a similar capacity, of another entity, andtheir heirs and legal representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect ofany civil, criminal, administrative, investigative or other proceeding in which the individual isinvolved because of that association with the Corporation, or other entity, if suchindividual (a) acted honestly and in good faith with a view to the best interests of the
Corporation, or, as the case may be, to the best interests of the other entity for which theindividual acted as director or officer or in a similar capacity at the Corporation’s request; and(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary
penalty, the individual had reasonable grounds for believing that the individual’s conduct was
lawful.
7.03
Advance of Costs. - The Corporation shall advance moneys to a director, officer
or other individual for the costs, charges and expenses of a proceeding referred to in section 7.02.
The individual shall repay the moneys if the individual does not fulfil the conditions of section
7.02.
7.04
Additional Circumstances. - The Corporation shall also indemnify an individualreferred to in section 7.02 in such other circumstances as the Act or law permits or requires.

16

7.05
Indemnities Not Limiting. - The provisions of this Section Seven shall be inaddition to and not in substitution for or limitation of any rights, immunities and protections towhich a person is otherwise entitled.
7.06
Insurance . – Subject to the Act, the Corporation may purchase and maintaininsurance for the benefit of an individual referred to in section 7.02 hereof as the board may fromtime to time determine.

17

SECTION EIGHTSHARES
8.01
Allotment of Shares. - Subject to the Act and the articles, the board may fromtime to time allot or grant options to purchase the whole or any part of the authorized andunissued shares of the Corporation at such times and to such persons and for such consideration
as the board shall determine, provided that no share shall be issued until it is fully paid asprovided by the Act.
8.02
Commissions. - The board may from time to time authorize the Corporation to
pay a reasonable commission to any person in consideration of such person’s purchasing or
agreeing to purchase shares of the Corporation, whether from the Corporation or from any otherperson, or procuring or agreeing to procure purchasers for any such shares. The board may, tothe extent permitted by the Act, delegate this authority to a committee of directors.
8.03
Registration of Transfers. - Subject to the Act, no transfer of any share shall be
registered in a securities register except upon compliance with the reasonable requirements of the
Corporation and its transfer agents.
8.04
Non-recognition of Trusts. - Subject to the Act, the Corporation may treat theregistered holder of any share as the person exclusively entitled to vote, to receive notices, toreceive any dividend or other payment in respect of the share, and otherwise to exercise all therights and powers of an owner of the share.
8.05
Share Certificates. - Every holder of one or more shares of the Corporation shallbe entitled, at the holder’s option, to a share certificate, or to a non-transferable written
acknowledgement of such right to obtain a share certificate, stating the number and class orseries of shares held by such holder as shown on the securities register. Subject to the Act, suchcertificates shall be in such form as the board may from time to time approve. Any suchcertificate shall be signed in accordance with section 2.04 and need not be under the corporate
seal. Notwithstanding the foregoing, unless the board otherwise determines, certificates
representing shares in respect of which a transfer agent and/or registrar has been appointed shallnot be valid unless countersigned by or on behalf of such transfer agent and/or registrar. The
signature of one of the signing officers under section 2.04 or, in the case of a certificate which is
not valid unless countersigned by or on behalf of a transfer agent and/or registrar and in the caseof a certificate which does not require a manual signature under the Act, the signatures of bothsigning officers under section 2.04 may be printed or otherwise mechanically reproduced in
facsimile thereon. Every such facsimile signature shall for all purposes be deemed to be thesignature of the officer whose signature it reproduces and shall be binding upon the Corporation.
A certificate executed as aforesaid shall be valid notwithstanding that one or both of the officers
whose facsimile signature appears thereon no longer holds office at the date of issue of thecertificate.
18

8.06
Replacement of Share Certificates. - The board or any officer or agent
designated by the board may direct the issue of a new share or other such certificate in lieu ofand upon cancellation of a certificate that has been mutilated or in substitution for a certificate
claimed to have been lost, destroyed or wrongfully taken on payment of such reasonable fee andon such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as theboard may from time to time prescribe, whether generally or in any particular case.
8.07
Joint Shareholders. - If two or more persons are registered as joint holders ofany share, the Corporation shall not be bound to issue more than one certificate in respect
thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to allof them. Any one of such persons may give effectual receipts for the certificate issued in respect
thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable
in respect of such share.
8.08
Deceased Shareholders. - In the event of the death of a holder, or of one of thejoint holders, of any share, the Corporation shall not be required to make any entry in the
securities register in respect thereof or to make any dividend or other payments in respect thereof
except upon production of all such documents as may be required by law and upon compliancewith the reasonable requirements of the Corporation and its transfer agents.
8.09
Transfer Agents and Registrars. - The board may from time to time appoint one
or more agents to maintain, in respect of each class of shares of the Corporation issued by it, acentral securities register and one or more branch securities registers. Such a person may bedesignated as transfer agent or registrar according to the functions of such person and one person
may be designated both registrar and transfer agent subject to any applicable stock exchange
requirements. The board may at any time terminate such appointment.

8.10
Record Dates. - The board may, within the prescribed period, fix in advance a
date as the record date for the purpose of determining the shareholders: (a) entitled to receive
notice of a meeting of shareholders; (b) entitled to vote at a meeting of shareholders; (c) entitled
to receive payment of a dividend; or (d) for any other purpose, and, unless waived in accordancewith the Act, notice of any such record date shall be given within the prescribed period in themanner provided in the Act.

8.11
Electronic Book-Based or Other Non-Certificated Registered Positions. - Forgreater certainty, but subject to subsection (1) of section 49 of the Act, a registered shareholder
may have his holdings of shares of the Corporation evidenced by an electronic, book-based,
direct registration service or other non-certificated entry or position on the register ofshareholders to be kept by the Corporation in place of a physical share certificate pursuant to aregistration system that may be adopted by the Corporation, in conjunction with its transfer
agent. This by-law shall be read such that a registered holder of shares of the Corporation19

pursuant to any such electronic, book-based, direct registration service or other non-certificatedentry or position shall be entitled to all of the same benefits, rights, entitlements and shall incur
the same duties and obligations as a registered holder of shares evidenced by a physical sharecertificate. The Corporation and its transfer agent may adopt such policies and procedures andrequire such documents and evidence as they may determine necessary or desirable in order tofacilitate the adoption and maintenance of a share registration system by electronic, book-based,
direct registration system or other non-certificated means.

20

SECTION NINEDIVIDENDS
9.01
Dividends. - Subject to the Act, the board may from time to time declare
dividends payable to the shareholders according to their respective rights and interests in the
Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the
Corporation. Any dividend unclaimed after a period of six years from the date on which thesame has been declared to be payable shall be forfeited and shall revert to the Corporation.
9.02
Dividend Cheques. - A dividend payable in money shall be paid by cheque to theorder of each registered holder of shares of the class or series in respect of which it has been
declared and mailed by prepaid ordinary mail to such registered holder at the holder’s recorded
address, unless such holder otherwise directs. In the case of joint holders the cheque shall,unless such joint holders otherwise direct, be made payable to the order of all of such joint
holders and mailed to them at their recorded address. The mailing of such cheque as aforesaid,
unless the same is not paid on due presentation, shall satisfy and discharge the liability for thedividend to the extent of the sum represented thereby plus the amount of any tax which the
Corporation is required to and does withhold. In the event of non-receipt of any dividend chequeby the person to whom it is sent as aforesaid, the Corporation shall issue to such person areplacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses
and evidence of non-receipt and of title as the board may from time to time prescribe, whether
generally or in any particular case.
9.03
Record Date. - The board may, within the prescribed period, fix in advance a
date as the record date for the purpose of determining shareholders entitled to receive payment of
a dividend and notice of the record date shall be given within the prescribed period in the manner
provided by the Act. If no date is so fixed, the record date for the determination of theshareholders entitled to receive payment of any dividend or for such other purposes shall be at
the close of business on the day on which the directors pass the resolution relating thereto.

21

SECTION TENMEETINGS OF SHAREHOLDERS
10.01
Annual Meetings. - Subject to the Act, the board shall call an annual meeting ofshareholders: (a) not later than 18 months after the Corporation comes into existence; and (b)subsequently, not later than 15 months after holding the last preceding annual meeting but nolater than six months after the end of the Corporation’s preceding financial year. The annual
meeting of shareholders shall be held for the purpose of considering the financial statements andreports required by the Act to be placed before the annual meeting, electing directors, appointing
auditors and for the transaction of such other business as may properly be brought before themeeting.
10.02
Special Meetings. - The board shall have power to call a special meeting ofshareholders at any time.
10.03
Place of Meetings. - Meetings of shareholders shall be held at the registeredoffice of the Corporation or elsewhere in Canada if the board shall so determine. A meeting ofshareholders may be held at a place outside Canada if the place is specified in the articles or all
the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.
A shareholder who attends a meeting of shareholders held outside Canada is deemed to haveagreed to it being held outside Canada except when the shareholder attends the meeting for the
express purpose of objecting to the transaction of any business on the grounds that the meeting is
not lawfully held. A meeting held pursuant to section 10.05 shall be deemed to be held at theplace where the registered office of the Corporation is located.
10.04
Participation in Meeting by Electronic Means. - Any person entitled to attend
a meeting of shareholders may participate in the meeting, in accordance with the Act, by meansof a telephonic, electronic or other communication facility that permits all participants tocommunicate adequately with each other during the meeting, if the Corporation makes available
such a communication facility. A person participating in a meeting by such means is deemed forthe purposes of the Act to be present at the meeting.
10.05
Meeting held by Electronic Means. - If the directors or the shareholders of the
Corporation call a meeting of shareholders pursuant to the Act, those directors or shareholders,
as the case may be, may determine that the meeting shall be held, in accordance with the Act,
entirely by means of a telephonic, electronic or other communication facility that permits all
participants to communicate adequately with each other during the meeting.
10.06
Notice of Meetings. - Notice of the time and place of each meeting ofshareholders shall be given in the manner provided in Section Eleven within the prescribedperiod to each director, to the auditor, and to each shareholder who at the close of business on the22

record date for notice is entered in the securities register as the holder of one or more sharescarrying the right to vote at the meeting. Notice of a meeting of shareholders called for any
purpose other than consideration of the financial statements and auditor’s report, election of
directors and reappointment of the incumbent auditor shall state the nature of such business insufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state thetext of any special resolution to be submitted to the meeting.
10.07
List of Shareholders Entitled to Notice. - For every meeting of shareholders, theCorporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged
in alphabetical order and showing the number of shares held by each shareholder entitled to voteat the meeting, within the time period required by the Act. If a record date for notice of themeeting is fixed pursuant to section 10.08, the shareholders listed shall be those registered at theclose of business on such record date. If no record date for notice is fixed, the shareholders listed
shall be those registered at the close of business on the day immediately preceding the day on
which notice of the meeting is given or, where no such notice is given, on the day on which themeeting is held. The list shall be available for examination by any shareholder during usualbusiness hours at the registered office of the Corporation or at the place where the central
securities register is maintained and at the meeting for which the list was prepared. Where aseparate list of shareholders has not been prepared, the names of persons appearing in the
securities register at the requisite time as the holder of one or more shares carrying the right tovote at such meeting shall be deemed to be a list of shareholders.
10.08
Record Date for Notice. - The board may, within the prescribed period, fix inadvance a date as the record date for the purpose of determining the shareholders entitled to voteat a meeting of shareholders and notice of the record date shall be given within the prescribedperiod in the manner provided by the Act. If no such record date is so fixed, the record date forthe determination of the shareholders entitled to receive notice of the meeting shall be at theclose of business on the day immediately preceding the day on which the notice is given or, if nonotice is given, shall be the day on which the meeting is held.
10.09
Meetings Without Notice. - A meeting of shareholders may be held without
notice at any time and place permitted by the Act (a) if all the shareholders entitled to votethereat are present or duly represented or if those not present or represented waive notice of orotherwise consent to such meeting being held, and (b) if the auditors and the directors are present
or waive notice of or otherwise consent to such meeting being held; so long as such shareholders,
auditors or directors present are not attending for the express purpose of objecting to thetransaction of any business on the grounds that the meeting is not lawfully called. At such ameeting any business may be transacted which the Corporation at a meeting of shareholders may
transact. If the meeting is held at a place outside Canada, shareholders not present or duly
represented, but who have waived notice of or otherwise consented to such meeting, shall also bedeemed to have consented to the meeting being held at such place.

2310.10Chair, Secretary and Scrutineers. - The chair of any meeting of shareholders
shall be the first mentioned of such of the following officers as have been appointed and who ispresent at the meeting: chair of the board, the chief executive officer, president, or a vicepresident who is a shareholder. If no such officer is present within 15 minutes from the time
fixed for holding the meeting, the persons present and entitled to vote shall choose one of their
number to be chair. If the secretary of the Corporation is absent, the chair shall appoint someperson, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more
scrutineers, who need not be shareholders, may be appointed by a resolution or by the chair withthe consent of the meeting.
10.11
Persons Entitled to be Present. - The only persons entitled to be present at a
meeting of shareholders shall be those entitled to vote thereat, the directors and auditor of the
Corporation and others who, although not entitled to vote, are entitled or required under any
provision of the Act or the articles or by-laws to be present at the meeting. Any other person
may be admitted only on the invitation of the chair of the meeting or with the consent of themeeting.
10.12
Quorum. - Subject to the Act in respect of a majority shareholder, a quorum forthe transaction of business at any meeting of shareholders shall be two persons present, eachbeing a shareholder entitled to vote thereat or a duly appointed proxyholder or representative fora shareholder so entitled, and together holding or representing shares of the Corporation having
not less than 33 1/3 percent of the outstanding votes entitled to be cast at the meeting. If aquorum is present at the opening of any meeting of shareholders, the shareholders present or
represented may proceed with the business of the meeting notwithstanding that a quorum is notpresent throughout the meeting. If a quorum is not present at the opening of any meeting ofshareholders, the shareholders present or represented may adjourn the meeting to a fixed timeand place but may not transact any other business.
10.13
Right to Vote. - The board may, within the prescribed period, fix in advance a
date as the record date for the purpose of determining the shareholders entitled to vote at a
meeting of shareholders and notice of the record date shall be given within the prescribed period
in the manner provided by the Act. If a record date for voting is fixed, the Corporation shallprepare, within the time period required by the Act, an alphabetical list of shareholders who areentitled to vote as of the record date that shows the number of shares held by each shareholder.
If no record date for voting is fixed, the Corporation shall prepare, within the time periodrequired by the Act, an alphabetical list of shareholders who are entitled to vote as of the record
date determined under the Act that shows the number of shares held by each shareholder. Eachshareholder whose name appears on the list prepared as aforesaid is entitled to vote the sharesshown opposite their name at the meeting to which the list relates.
10.14
Proxyholders and Representatives. - Every shareholder entitled to vote at a
meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, to24attend and act as the shareholder’s representative at the meeting in the manner and to the extent
authorized and with the authority conferred by the proxy. A proxy shall be in writing executedby the shareholder or the shareholder’s attorney authorized in writing and shall conform with therequirements of the Act. The Corporation shall recognize any individual authorized by aresolution of the directors or governing body of a body corporate or association to represent it ata meeting of shareholders and such individual may exercise on the shareholder’s behalf all thepowers it could exercise if it were an individual shareholder. The authority of such an individual
shall be established by depositing with the Corporation a certified copy of such resolution, or insuch other manner as may be satisfactory to the secretary of the Corporation or the chair of themeeting. Any such proxyholder or representative need not be a shareholder.
10.15
Time for Deposit of Proxies. - The board may specify in a notice calling ameeting of shareholders a time, preceding the time of such meeting by not more than 48 hours,
excluding Saturdays and holidays, before which time proxies to be used at such meeting must be
deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been
deposited with the Corporation or an agent thereof specified in such notice, or such later time
before the time of voting as the chairman of the meeting may determine, or if, no such time
having been specified in such notice, it has been received by the secretary of the Corporation orby the chair of the meeting or any adjournment thereof prior to the time of voting.
10.16
Joint Shareholders. - If two or more persons hold shares jointly, any one ofthem present or duly represented at a meeting of shareholders may, in the absence of the other orothers, vote the shares; but if two or more of those persons are present or represented and vote,they shall vote as one the shares jointly held by them.
10.17
Votes to Govern. - At any meeting of shareholders every question shall, unlessotherwise required by the articles or by-laws or by law, be determined by a majority of the votes
cast on the question. In case of an equality of votes either upon a show of hands or upon a poll,
the chair of the meeting shall not be entitled to a second or casting vote.
10.18
Show of Hands. - Subject to the Act, any question at a meeting of shareholders
shall be decided by a show of hands, unless a ballot thereon is required or demanded ashereinafter provided. Upon a show of hands every person who is present and entitled to voteshall have one vote, subject to any provision of the Act restricting the ability of a proxyholder oralternate proxyholder to vote by way of show of hands where such person has conflicting
instructions from more than one shareholder. Whenever a vote by show of hands shall have beentaken upon a question, unless a ballot thereon is so required or demanded, a declaration by thechair of the meeting that the vote upon the question has been carried or carried by a particularmajority or defeated and an entry to that effect in the minutes of the meeting shall be prima facie
proof of the fact without proof of the number or proportion of the votes recorded in favour of oragainst any resolution or other proceeding in respect of the said question, and the result of thevote so taken shall be the decision of the shareholders upon the said question. Any vote referred25

to in section 10.17 and this section 10.18 may be held, subject to and in accordance with the Act,
partly or entirely by means of a telephonic, electronic or other communication facility, if the
Corporation makes available such a communication facility. Any person participating in a
meeting of shareholders under section 10.04 or 10.05 and entitled to vote at that meeting may
vote, subject to and in accordance with the Act by means of the telephonic, electronic or othercommunication facility that the Corporation has made available for that purpose.
10.19
Ballots. - On any question proposed for consideration at a meeting ofshareholders, and whether or not a show of hands has been taken thereon, the chair may require aballot or any person who is present and entitled to vote on such question at the meeting may
demand a ballot. A ballot so required or demanded shall be taken in such manner as the chair
shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to thetaking of the ballot. If a ballot is taken each person present shall be entitled, in respect of theshares which such person is entitled to vote at the meeting upon the question, to that number ofvotes provided by the Act or the articles, and the result of the ballot so taken shall be the decisionof the shareholders upon the said question.
10.20
Adjournment. - The chair at a meeting of shareholders may, with the consent of
the meeting and subject to such conditions as the meeting may decide, adjourn the meeting fromtime to time and from place to place. If a meeting of shareholders is adjourned for less than 30days, it shall not be necessary to give notice of the adjourned meeting, other than by
announcement at the earliest meeting that is adjourned. Subject to the Act, if a meeting ofshareholders is adjourned by one or more adjournments for an aggregate of 30 days or more,
notice of the adjourned meeting shall be given as for an original meeting.

26

SECTION ELEVENNOTICES
11.01
Method of Giving Notices. - Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered or served) pursuant
to the Act, the articles, the by-laws or otherwise to a shareholder, director, officer, auditor or
member of a committee of the board shall be sufficiently given, subject to any provisions in the
Act regarding certain types of communications or documents, if delivered personally to the person
to whom it is to be given; if delivered to the person’s recorded address or if mailed to such person
at such recorded address by prepaid ordinary mail; if sent to such person at such recorded addressby any means of prepaid transmitted or recorded communication; if sent by email, electronic
document or other form of electronically transmitted message; or if posted on or made available
through a source permitted by the Act. A notice so delivered shall be deemed to have been given
when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall bedeemed to have been given when deposited in a post office or public letter box; a notice so sent by
any means of transmitted or recorded communication or by email, electronic document or otherform of electronically transmitted message shall be deemed to have been given when dispatched ortransmitted; and a notice so posted or made available shall be deemed to have been given when
notice of its availability and location is given to the addressee. A notice so delivered shall bedeemed to have been received when it is personally delivered; a notice so mailed shall be deemed
to be received at the time it would be delivered in the ordinary course of mail; a notice so sent by
any means of transmitted or recorded communication or by email, electronic document or otherform of electronically transmitted message shall be deemed to have been received on the day it isdispatched or transmitted; and a notice so posted or made available shall be deemed to have been
received when notice of its availability and location is received by the addressee. The secretary
may change or cause to be changed the recorded address of any shareholder, director, officer,
auditor or member of a committee of the board in accordance with any information believed by thesecretary to be reliable.
11.02
Notice to Joint Shareholders. - If two or more persons are registered as joint
holders of any share, any notice may be addressed to all such joint holders, but notice addressed
to one of such persons shall be sufficient notice to all of them.
11.03
Computation of Time. - In computing the date when notice must be given under
any provision requiring a specified number of days’ notice of any meeting or other event, the dayof giving the notice shall be excluded and the day of the meeting or other event shall be included.
11.04
Undelivered Notices. - If any notice given to a shareholder pursuant to section
11.01 is returned on two consecutive occasions because the shareholder cannot be found, theCorporation shall not be required to give any further notices to such shareholder until informedin writing by the shareholder of a new address.

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11.05Omissions and Errors. - The accidental omission to give any notice to any
shareholder, director, officer, auditor or member of a committee of the board or the non-receipt
of any notice by any such person or any error in any notice not affecting the substance thereof
shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise
founded thereon.
11.06
Persons Entitled by Death or Operation of Law. - Every person who, by
operation of law, transfer, death of a shareholder or any other means whatsoever shall become
entitled to any share, shall be bound by every notice in respect of such share which shall havebeen duly given to the shareholder from whom such person derives title to such share prior to thename and address of such person being entered on the securities register (whether such notice
was given before or after the happening of the event upon which such person became so entitled)
and prior to such person furnishing to the Corporation the proof of authority or evidence ofentitlement prescribed by the Act.
11.07
Waiver of Notice. - Any shareholder, proxyholder, director, officer, auditor or
member of a committee of the board, or any other person entitled to receive notice of a meetingof shareholders or any other notice from the Corporation, may at any time waive any notice, or
waive or abridge the time for any notice, required to be given to such person under the Act, thearticles, the by-laws or otherwise, and such waiver or abridgement, whether given before or after
the meeting or other event of which notice is required to be given, shall cure any default in thegiving or in the time of such notice, as the case may be. Any such waiver or abridgement shallbe in writing except a waiver of notice of a meeting of shareholders or of the board or acommittee of the board which may be given in any manner.
11.08
Interpretation. - In the by-laws, “recorded address” means: in the case of ashareholder, the address as recorded in the securities register; in the case of joint shareholders,the address appearing in the securities register in respect of such joint holding or the first address
so appearing if there are more than one; and in the case of a director, officer, auditor or memberof a committee of the board, the latest address as shown in the records of the Corporation.

11.09
Electronic Documents. A requirement under these by-laws that a notice,
document or other information be provided in writing may be satisfied by providing an electronic
document and a requirement under these by-laws for a signature or that a document be executed,
in relation to an electronic document, may be satisfied, in each case, if the requirements in the
Act in respect thereof are met.

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SECTION TWELVEEFFECTIVE DATE AND REPEAL
12.01
Effective Date. - Subject to its being confirmed by the shareholders, this by-law
shall come into force when made by the board in accordance with the Act.
12.02
Repeal. - All previous by-laws of the Corporation are repealed as of the coming
into force of this by-law. Such repeal shall not affect the previous operation of any by-law so
repealed, or affect the validity of any act done or right, privilege, obligation or liability acquired
or incurred under, or the validity of any contract or agreement made pursuant to, or the validityof any articles (as defined in the Act) or predecessor charter documents of the Corporation
obtained pursuant to, any such by-law prior to its repeal. All officers and persons acting under
any by-law so repealed shall continue to act as if appointed under the provisions of this by-law
and all resolutions of the shareholders or the board or a committee of the board with continuing
effect passed under any repealed by-law shall continue to be good and valid except to the extent
inconsistent with this by-law and until amended or repealed.

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