Incorporation NumberBC0986206




















ARTICLES


OF


CANADA GOOSE HOLDINGS INC.





BUSINESS CORPORATIONS ACT


BRITISH COLUMBIA






































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TABLE OF CONTENTS


PART 1INTERPRETATION1.1Definitions11.2Business Corporations Act and Interpretation Act Definitions Applicable2PART 2SHARES AND SHARE CERTIFICATES2.1Authorized Share Structure22.2Form of Share Certificate22.3Shareholder Entitled to Certificate or Acknowledgment22.4Delivery by Mail22.5Replacement of Worn Out or Defaced Certificate or Acknowledgement32.6Replacement of Lost, Destroyed or Wrongfully Taken Certificate32.7Recovery of New Share Certificate32.8Splitting Share Certificates32.9Certificate Fee42.10Recognition of Trusts4PART 3ISSUE OF SHARES3.1Directors Authorized43.2Commissions and Discounts43.3Brokerage43.4Conditions of Issue43.5Share Purchase Warrants and Rights5PART 4SHARE REGISTERS4.1Central Securities Register54.2Appointment of Agent54.3Closing Register5PART 5SHARE TRANSFERS5.1Registering Transfers5





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5.2Waivers of Requirements for Transfer65.3Form of Instrument of Transfer65.4Transferor Remains Shareholder65.5Signing of Instrument of Transfer65.6Enquiry as to Title Not Required75.7Transfer Fee7PART 6TRANSMISSION OF SHARES6.1Legal Personal Representative Recognized on Death76.2Rights of Legal Personal Representative7PART 7ACQUISITION OF COMPANY'S SHARES7.1Company Authorized to Purchase or Otherwise Acquire Shares87.2No Purchase, Redemption or Other Acquisition When Insolvent87.3Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares8PART 8BORROWING POWERS8.1Borrowing Powers8PART 9ALTERATIONS9.1Alteration of Authorized Share Structure99.2Special Rights or Restrictions99.3No Interference with Class or Series Rights without Consent109.4Change of Name109.5Other Alterations10PART 10MEETINGS OF SHAREHOLDERS10.1Annual General Meetings1010.2Resolution Instead of Annual General Meeting1010.3Calling of Meetings of Shareholders1010.4Notice for Meetings of Shareholders1110.5Record Date for Notice and Voting11





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10.6Failure to Give Notice and Waiver of Notice1110.7Notice of Special Business at Meetings of Shareholders1110.8Class Meetings and Series Meetings of Shareholders1210.9Notice of Dissent Rights1210.10Advance Notice Provisions12PART 11PROCEEDINGS AT MEETINGS OF SHAREHOLDERS11.1Special Business1611.2Special Majority1711.3Quorum1711.4One Shareholder May Constitute Quorum1711.5Persons Entitled to Attend Meeting1711.6Requirement of Quorum1711.7Lack of Quorum1711.8Lack of Quorum at Succeeding Meeting1811.9Chair1811.10Selection of Alternate Chair1811.11Adjournments1811.12Notice of Adjourned Meeting1811.13Decisions by Show of Hands or Poll1811.14Declaration of Result1911.15Motion Need Not be Seconded1911.16Casting Vote1911.17Manner of Taking Poll1911.18Demand for Poll on Adjournment1911.19Chair Must Resolve Dispute1911.20Casting of Votes2011.21No Demand for Poll on Election of Chair2011.22Demand for Poll Not to Prevent Continuance of Meeting2011.23Retention of Ballots and Proxies20PART 12VOTES OF SHAREHOLDERS12.1Number of Votes by Shareholder or by Shares2012.2Votes of Persons in Representative Capacity2012.3Votes by Joint Holders2112.4Legal Personal Representatives as Joint Shareholders2112.5Representative of a Corporate Shareholder2112.6When Proxy Holder Need Not Be Shareholder22





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12.7When Proxy Provisions Do Not Apply to the Company2212.8Appointment of Proxy Holders2212.9Alternate Proxy Holders2212.10Deposit of Proxy2212.11Validity of Proxy Vote2312.12Form of Proxy2312.13Revocation of Proxy2412.14Revocation of Proxy Must Be Signed2412.15Chair May Determine Validity of Proxy2412.16Production of Evidence of Authority to Vote25PART 13DIRECTORS13.1Number of Directors2513.2Change in Number of Directors2513.3Directors' Acts Valid Despite Vacancy2513.4Qualifications of Directors2513.5Remuneration of Directors2513.6Reimbursement of Expenses of Directors2513.7Special Remuneration for Directors2613.8Gratuity, Pension or Allowance on Retirement of Director26PART 14ELECTION AND REMOVAL OF DIRECTORS14.1Election at Annual General Meeting2614.2Consent to be a Director2614.3Failure to Elect or Appoint Directors2614.4Directors May Fill Casual Vacancies2714.5Remaining Directors' Power to Act2714.6Shareholders May Fill Vacancies2714.7Additional Directors2714.8Ceasing to be a Director2714.9Removal of Director by Shareholders2814.10Removal of Director by Directors28PART 15POWERS AND DUTIES OF DIRECTORS15.1Powers of Management2815.2Appointment of Attorney of Company28





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PART 16INTERESTS OF DIRECTORS AND OFFICERS16.1Obligation to Account for Profits2916.2Restrictions on Voting by Reason of Interest2916.3Interested Director Counted in Quorum2916.4Disclosure of Conflict of Interest or Property2916.5Director Holding Other Office in the Company2916.6No Disqualification2916.7Professional Services by Director or Officer2916.8Director or Officer in Other Corporations30PART 17PROCEEDINGS OF DIRECTORS17.1Meetings of Directors3017.2Voting at Meetings3017.3Chair of Meetings3017.4Meetings by Telephone or Other Communications Medium3017.5Calling of Meetings3117.6Notice of Meetings3117.7When Notice Not Required3117.8Meeting Valid Despite Failure to Give Notice3117.9Waiver of Notice of Meetings3117.10Quorum3217.11Validity of Acts Where Appointment Defective3217.12Consent Resolutions in Writing32PART 18BOARD COMMITTEES18.1Appointment and Powers of Committees3218.2Obligations of Committees3318.3Powers of Board3318.4Committee Meetings33PART 19OFFICERS19.1Directors May Appoint Officers3419.2Functions, Duties and Powers of Officers34





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19.3Qualifications3419.4Remuneration and Terms of Appointment34PART 20INDEMNIFICATION20.1Definitions3520.2Mandatory Indemnification of Directors and Officers3520.3Deemed Contract3520.4Permitted Indemnification3520.5Non-Compliance withBusiness Corporations Act3520.6Company May Purchase Insurance36PART 21DIVIDENDS21.1Payment of Dividends Subject to Special Rights3621.2Declaration of Dividends3621.3No Notice Required3621.4Record Date3621.5Manner of Paying Dividend3621.6When Dividend Payable3721.7Dividends to be Paid in Accordance with Number of Shares3721.8Receipt by Joint Shareholders3721.9Dividend Bears No Interest3721.10Fractional Dividends3721.11Payment of Dividends3721.12Capitalization of Retained Earnings or Surplus3721.13Unclaimed Dividends38PART 22ACCOUNTING RECORDS AND AUDITOR22.1Recording of Financial Affairs3822.2Inspection of Accounting Records3822.3Remuneration of Auditor38PART 23NOTICES23.1Method of Giving Notice3823.2Deemed Receipt39





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23.3Certificate of Sending3923.4Notice to Joint Shareholders4023.5Notice to Legal Personal Representatives and Trustees4023.6Undelivered Notices40PART 24SEAL24.1Who May Attest Seal4024.2Sealing Copies4124.3Mechanical Reproduction of Seal41PART 25PROHIBITIONS25.1Definitions4125.2Application4125.3Consent Required for Transfer of Shares or Transfer Restricted Securities42PART 26FORUM SELECTION26.1Forum for Adjudication of Certain Disputes42PART 27SPECIAL RIGHTS OR RESTRICTIONS27.1Definitions4227.2Subordinate Voting Shares and Multiple Voting Shares4427.3Preferred Shares47





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Incorporation NumberBC0986206








ARTICLES


OF


CANADA GOOSE HOLDINGS INC.


(the "Company")


PART 1 INTERPRETATION





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|1.1 | Definitions

In these Articles (the " Articles "), unless the context otherwise requires:


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|(1) | "appropriate person" has the meaning assigned in theSecurities Transfer Act;

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|(2) | "board of directors", "directors" and "board" mean the directors of the Company for the time being;

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|(3) | "Business Corporations Act" means theBusiness Corporations Act(British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

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|(4) | "Interpretation Act" means theInterpretation Act(British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

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|(5) | "legal personal representative" means the personal or other legal representative of a shareholder;

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|(6) | "protected purchaser" has the meaning assigned in theSecurities Transfer Act;

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|(7) | "registered address" of a shareholder means the shareholder's address as recorded in the central securities register;

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|(8) | "seal" means the seal of the Company, if any;

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|(9) | "Securities Act" means theSecurities Act(British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

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|(10) | "securities legislation" means statutes concerning the regulation of securities markets and trading in securities and the regulations, rules, forms and schedules under those statutes, all as amended from time to time, and the blanket rulings and orders, as amended from time to time, issued by the securities commissions or similar regulatory







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authorities appointed under or pursuant to those statutes; " Canadian securities legislation " means the securities legislation in any province or territory of Canada and includes the Securities Act ; and " U.S. securities legislation " means the securities legislation in the federal jurisdiction of the United States and in any state of the United States and includes the Securities Act of 1933 and the Securities Exchange Act of 1934;


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|(11) | "Securities Transfer Act" means theSecurities Transfer Act(British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act.




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|1.2 | Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act , with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act , the Business Corporations Act will prevail.





PART 2 SHARES AND SHARE CERTIFICATES





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|2.1 | Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.





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|2.2 | Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act .





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|2.3 | Shareholder Entitled to Certificate or Acknowledgment

Unless the shares of which the shareholder is the registered owner are uncertificated shares within the meaning of the Business Corporations Act , each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder's name or (b) a non-transferable written acknowledgment of the shareholder's right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgment and delivery of a share certificate or an acknowledgment to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all.





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|2.4 | Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder's right to obtain a share certificate may be sent to the shareholder by mail at the shareholder's registered





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address and neither the Company nor any director, officer or agent of the Company (including the Company's legal counsel or transfer agent) is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.





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|2.5 | Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the Company is satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate is worn out or defaced, it must, on production to it of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as it thinks fit:


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|(1) | order the share certificate or acknowledgment, as the case may be, to be cancelled; and

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|(2) | issue a replacement share certificate or acknowledgment, as the case may be.




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|2.6 | Replacement of Lost, Destroyed or Wrongfully Taken Certificate

If a person entitled to a share certificate claims that the share certificate has been lost, destroyed or wrongfully taken, the Company must issue a new share certificate, if that person:


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|(1) | so requests before the Company has notice that the share certificate has been acquired by a protected purchaser;

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|(2) | provides the Company with an indemnity bond sufficient in the Company's judgement to protect the Company from any loss that the Company may suffer by issuing a new certificate; and

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|(3) | Satisfies any other reasonable requirements imposed by the Company.

A person entitled to a share certificate may not assert against the Company a claim for a new share certificate where a share certificate has been lost, apparently destroyed or wrongfully taken if that person fails to notify the Company of that fact within a reasonable time after that person has notice of it and the Company registers a transfer of the shares represented by the certificate before receiving a notice of the loss, apparent destruction or wrongful taking of the share certificate.





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|2.7 | Recovery of New Share Certificate

If, after the issue of a new share certificate, a protected purchaser of the original share certificate presents the original share certificate for the registration of transfer, then in addition to any rights under any indemnity bond, the Company may recover the new share certificate from a person to whom it was issued or any person taking under that person other than a protected purchaser.





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|2.8 | Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as represented by the share certificate so surrendered, the Company





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must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.





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|2.9 | Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.8, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act , determined by the directors.





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|2.10 | Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.





PART 3  ISSUE OF SHARES





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|3.1 | Directors Authorized

Subject to the Business Corporations Act and the rights, if any, of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.





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|3.2 | Commissions and Discounts

The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.





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|3.3 | Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.





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|3.4 | Conditions of Issue

Except as provided for by the Business Corporations Act , no share may be issued until it is fully paid. A share is fully paid when:


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|(1) | consideration is provided to the Company for the issue of the share by one or more of the following:




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|(a) | past services performed for the Company;

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|(b) | property;

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|(c) | money; and

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|(2) | the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.




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|3.5 | Share Purchase Warrants and Rights

Subject to the Business Corporations Act , the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.





PART 4 SHARE REGISTERS





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|4.1 | Central Securities Register

As required by and subject to the Business Corporations Act , the Company must maintain a central securities register, which may be kept in electronic form.





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|4.2 | Appointment of Agent

The directors may, subject to the Business Corporations Act , appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.


If the Company has appointed a transfer agent, references in Articles 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, and 5.7 to the Company include its transfer agent.





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|4.3 | Closing Register

The Company must not at any time close its central securities register.





PART 5  SHARE TRANSFERS





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|5.1 | Registering Transfers

The Company must register a transfer of a share of the Company if either:


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|(1) | the Company or the transfer agent or registrar for the class or series of share to be transferred has received:




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|(a) | in the case where the Company has issued a share certificate in respect of the share to be transferred, that share certificate and a written instrument of transfer (which may be on a separate document or endorsed on the share certificate) made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person;

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|(b) | in the case of a share that is not represented by a share certificate (including an uncertificated share within the meaning of theBusinessCorporations Actand including the case where the Company has issued a non-transferable written acknowledgement of the shareholder's right to obtain a share certificate in respect of the share to be transferred), a written instrument of transfer, made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person; and

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|(c) | such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of share to be transferred may require to prove the title of the transferor or the transferor's right to transfer the share, that the written instrument of transfer is genuine and authorized and that the transfer is rightful or to a protected purchaser; or

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|(2) | all the preconditions for a transfer of a share under theSecuritiesTransfer Acthave been met and the Company is required under theSecuritiesTransfer Actto register the transfer.




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|5.2 | Waivers of Requirements for Transfer

The Company may waive any of the requirements set out in Article 5.1(1) and any of the preconditions referred to in Article 5.1(2).





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|5.3 | Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company's share certificates or in any other form that may be approved by the Company or the transfer agent for the class or series of shares to be transferred.





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|5.4 | Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.





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|5.5 | Signing of Instrument of Transfer

If a shareholder or other appropriate person or an agent who has actual authority to act on behalf of that person, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified but share certificates are deposited with the instrument of transfer, all the shares represented by such share certificates:





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|(1) | in the name of the person named as transferee in that instrument of transfer; or

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|(2) | if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.




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|5.6 | Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.





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|5.7 | Transfer Fee

Subject to the applicable rules of any stock exchange on which the shares of the Company may be listed, there must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.





PART 6 TRANSMISSION OF SHARES





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|6.1 | Legal Personal Representative Recognized on Death

In the case of the death of a shareholder, the legal personal representative of the shareholder, or in the case of shares registered in the shareholder's name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder's interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the directors may require the original grant of probate or letters of administration or a court certified copy of them or the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest.





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|6.2 | Rights of Legal Personal Representative

The legal personal representative of a shareholder has the rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles and applicable securities legislation, if appropriate evidence of appointment or incumbency within the meaning of the Securities Transfer Act has been deposited with the Company.  This Article 6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the shareholder's name and the name of another person in joint tenancy.





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PART 7  ACQUISITION OF COMPANY'S SHARES





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|7.1 | Company Authorized to Purchase or Otherwise Acquire Shares

Subject to Article 7.2, the special rights or restrictions attached to the shares of any class or series of shares, the Business Corporations Act and applicable securities legislation, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms determined by the directors.





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|7.2 | No Purchase, Redemption or Other Acquisition When Insolvent

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:


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|(1) | the Company is insolvent; or

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|(2) | making the payment or providing the consideration would render the Company insolvent.




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|7.3 | Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell or otherwise dispose of the share, but, while such share is held by the Company, it:


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|(1) | is not entitled to vote the share at a meeting of its shareholders;

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|(2) | must not pay a dividend in respect of the share; and

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|(3) | must not make any other distribution in respect of the share.




PART 8 BORROWING POWERS





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|8.1 | Borrowing Powers

The Company, if authorized by the directors, may:


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|(1) | borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate;

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|(2) | issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as the directors consider appropriate;

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|(3) | guarantee the repayment of money by any other person or the performance of any obligation of any other person; and




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|(4) | mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.




PART 9 ALTERATIONS





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|9.1 | Alteration of Authorized Share Structure

Subject to Articles 9.2 and 9.3, the special rights or restrictions attached to the shares of any class or series of shares and the Business Corporations Act , the Company may:


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|(1) | by ordinary resolution:

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|(a) | create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

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|(b) | increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

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|(c) | if the Company is authorized to issue shares of a class of shares with par value:

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|(i) | decrease the par value of those shares; or

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|(ii) | if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

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|(d) | change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;

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|(e) | alter the identifying name of any of its shares; or

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|(f) | otherwise alter its shares or authorized share structure when required or permitted to do so by theBusiness Corporations Act;

and, if applicable, alter its Notice of Articles and  Articles accordingly; or


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|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | by resolution of the directors, subdivide or consolidate all or any of its unissued, or fully paid issued, shares and if applicable, alter its Notice of Articles and, if applicable, its Articles accordingly.




|    |                               
|--- | ------------------------------
|9.2 | Special Rights or Restrictions

Subject to the special rights or restrictions attached to any class or series of shares and the Business Corporations Act , the Company may by ordinary resolution:





- 9 -


---




|    |                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

|    |                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued;

and alter its Articles and Notice of Articles accordingly.





|    |                                                            
|--- | -----------------------------------------------------------
|9.3 | No Interference with Class or Series Rights without Consent

A right or special right attached to issued shares must not be prejudiced or interfered with under the Business Corporations Act , the Notice of Articles or these Articles unless the holders of shares of the class or series of shares to which the right or special right is attached consent by a special separate resolution of the holders of such class or series of shares.





|    |               
|--- | --------------
|9.4 | Change of Name

The Company may by directors' resolution or ordinary resolution authorize an alteration to its Notice of Articles in order to change its name.





|    |                  
|--- | -----------------
|9.5 | Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by ordinary resolution alter these Articles.





PART 10 MEETINGS OF SHAREHOLDERS





|     |                        
|---- | -----------------------
|10.1 | Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act , the Company must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place, whether in or outside of British Columbia, as may be determined by the directors.





|     |                                             
|---- | --------------------------------------------
|10.2 | Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company's annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.





|     |                                    
|---- | -----------------------------------
|10.3 | Calling of Meetings of Shareholders

The directors may, at any time, call a meeting of shareholders, to be held at such time and place, whether in or outside of British Columbia, as may be determined by the directors.





- 10 -


---







|     |                                    
|---- | -----------------------------------
|10.4 | Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution, and any notice to consider approving an amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:


|    |                                                                
|--- | ---------------------------------------------------------------
|(1) | if and for so long as the Company is a public company, 21 days;

|    |                    
|--- | -------------------
|(2) | otherwise, 10 days.




|     |                                  
|---- | ---------------------------------
|10.5 | Record Date for Notice and Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of, and to vote at, any meeting of shareholders.





|     |                                            
|---- | -------------------------------------------
|10.6 | Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement or agree to reduce the period of that notice.  Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.





|     |                                                       
|---- | ------------------------------------------------------
|10.7 | Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:


|    |                                                      
|--- | -----------------------------------------------------
|(1) | state the general nature of the special business; and

|    |                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

|    |                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------
|(a) | at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

|    |                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------
|(b) | during statutory business hours on any one or more specified days before the day set for the holding of the meeting.




- 11 -


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|     |                                                   
|---- | --------------------------------------------------
|10.8 | Class Meetings and Series Meetings of Shareholders

Unless otherwise specified in these Articles, the provisions of these Articles relating to a meeting of shareholders will apply, with the necessary changes and so far as they are applicable, to a class meeting or series meeting of shareholders holding a particular class or series of shares.





10.9  Notice of Dissent Rights


The Company must send to each of its shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent together with a copy of the proposed resolution at least the following number of days before the meeting:


|    |                                                                
|--- | ---------------------------------------------------------------
|(1) | if and for so long as the Company is a public company, 21 days;

|    |                    
|--- | -------------------
|(2) | otherwise, 10 days.




|      |                          
|----- | -------------------------
|10.10 | Advance Notice Provisions

|    |                        
|--- | -----------------------
|(1) | Nomination of Directors

Subject only to the Business Corporations Act and these Articles, only persons who are nominated in accordance with the procedures set out in this Article 10.10 shall be eligible for election as directors to the board of directors of the Company. Nominations of persons for election to the board may only be made at an annual meeting of shareholders, or at a special meeting of shareholders called for any purpose at which the election of directors is a matter specified in the notice of meeting, as follows:


|    |                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------
|(a) | by or at the direction of the board or an authorized officer of the Company, including pursuant to a notice of meeting;

|    |                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | by or at the direction or request of one or more shareholders pursuant to a valid proposal made in accordance with the provisions of theBusiness Corporations Actor a valid requisition of shareholders made in accordance with the provisions of theBusiness Corporations Act; or

|    |                                                                                  
|--- | ---------------------------------------------------------------------------------
|(c) | by any person entitled to vote at such meeting (a "Nominating Shareholder"), who:

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i) | is, at the close of business on the date of giving notice provided for in this Article 10.10 and on the record date for notice of such meeting, either entered in the securities register of the Company as a holder of one or more shares carrying the right to vote 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 Company; and

|     |                                                                                   
|---- | ----------------------------------------------------------------------------------
|(ii) | has given timely notice in proper written form as set forth in this Article 10.10.




- 12 -


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|    |                
|--- | ---------------
|(2) | Exclusive Means

For the avoidance of doubt, this Article 10.10 shall be the exclusive means for any person to bring nominations for election to the board before any annual or special meeting of shareholders of the Company.


|    |              
|--- | -------------
|(3) | Timely Notice

In order for a nomination made by a Nominating Shareholder to be timely notice (a " Timely Notice "), the Nominating Shareholder's notice must be received by the corporate secretary of the Company at the principal executive offices or registered office of the Company:


|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | in the case of an annual meeting of shareholders (including an annual and special meeting), not later than 5:00 p.m. (Toronto time) on the 30thday before the date of the meeting; provided, however, if the first public announcement made by the Company of the date of the meeting (each such date being the "Notice Date") is less than 50 days before the meeting date, notice by the Nominating Shareholder may be given not later than the close of business on the 10thday following the Notice Date; and

|    |                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the board, not later than the close of business on the 15thday following the Notice Date;

provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ) is used for delivery of proxy related materials in respect of a meeting described in Article 10.10(3)(a) or 10.10(3)(b), and the Notice Date in respect of the meeting is not less than 50 days before the date of the applicable meeting, the notice must be received not later than the close of business on the 40 th day before the date of the applicable meeting.


|    |                      
|--- | ---------------------
|(4) | Proper Form of Notice

To be in proper written form, a Nominating Shareholder's notice to the corporate secretary must comply with all the provisions of this Article 10.10 and disclose or include, as applicable:


|    |                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------
|(a) | as to each person whom the Nominating Shareholder proposes to nominate for election as a director (a "Proposed Nominee"):

|    |                                                                         
|--- | ------------------------------------------------------------------------
|(i) | the name, age, business and residential address of the Proposed Nominee;

|     |                                                                                                                     
|---- | --------------------------------------------------------------------------------------------------------------------
|(ii) | the principal occupation/business or employment of the Proposed Nominee, both presently and for the past five years;

|      |                                                                                                                                                                                                                                                                                             
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(iii) | the number of securities of each class of securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such date shall then have been made




- 13 -


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publicly available and shall have occurred) and as of the date of such notice;


|     |                                                                                                                                                                                                                                                                                                                                                           
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(iv) | full particulars of any relationships, agreements, arrangements or understandings (including financial, compensation or indemnity related) between the Proposed Nominee and the Nominating Shareholder, or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Proposed Nominee or the Nominating Shareholder;

|    |                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(v) | any other information that would be required to be disclosed in a dissident proxy circular or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to theBusiness Corporations Actor applicable securities law; and

|     |                                                                                                                                                                                                                                          
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(vi) | a written consent of each Proposed Nominee to being named as nominee and certifying that such Proposed Nominee is not disqualified from acting as director under the provisions of subsection 124(2) of theBusiness Corporations Act; and

|    |                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------
|(b) | as to each Nominating Shareholder giving the notice,and each beneficial owner, if any, on whose behalf the nomination is made:

|    |                                              
|--- | ---------------------------------------------
|(i) | their name, business and residential address;

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii) | the number of securities of the Company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by the Nominating Shareholder or any other person with whom the Nominating Shareholder is acting jointly or in concert with respect to the Company or any of its securities, as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

|      |                                                                                                                                                                                                                                                                                             
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(iii) | their interests in, or rights or obligations associated with, any agreement, arrangement or understanding, the purpose or effect of which is to alter, directly or indirectly, the person's economic interest in a security of the Company or the person's economic exposure to the Company;

|     |                                                                                                                                                                                                                                                                                                                                         
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(iv) | any relationships, agreements or arrangements, including financial, compensation and indemnity related relationships, agreements or arrangements, between the Nominating Shareholder or any affiliates or associates of, or any person or entity acting jointly or in concert with, the Nominating Shareholder and any Proposed Nominee;

|    |                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(v) | full particulars of any proxy, contract, relationship arrangement, agreement or understanding pursuant to which such person, or any of its affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights or obligations relating to the voting




- 14 -


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of any securities of the Company or the nomination of directors to the board;


|     |                                                                                                                                                                                                                                                      
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(vi) | a representation that the Nominating Shareholder is a holder of  record of securities of the Company, or a beneficial owner, entitled to vote at such meeting, and intends to appear in person or by proxy at the meeting to propose such nomination;

|      |                                                                                                                                                                                                                                                                                  
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(vii) | a representation as to whether such person intends to deliver a proxy circular and/or form of proxy to any shareholder of the Company in connection with such nomination or otherwise solicit proxies or votes from shareholders of the Company in support of such nomination;and

|       |                                                                                                                                                                                                                                                                                                                  
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(viii) | any other information relating to such person that would be required to be included in a dissident proxy circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to theBusiness Corporations Actor as required by applicable securities law.

Reference to " Nominating Shareholder " in this section 10.10(4) shall be deemed to refer to each shareholder that nominated or seeks to nominate a person for election as director in the case of a nomination proposal where more than one shareholder is involved in making the nomination proposal.


|    |                                
|--- | -------------------------------
|(5) | Currency of Nominee Information

All information to be provided in a Timely Notice pursuant to this Article 10.10 shall be provided as of the date of such notice. The Nominating Shareholder shall provide the Company with an update to such information forthwith so that it is true and correct in all material respects as of the date that is 10 business days before the date of the meeting, or any adjournment or postponement thereof.


|    |                        
|--- | -----------------------
|(6) | Delivery of Information

Notwithstanding Part 23 of these Articles, any notice, or other document or information required to be given to the corporate secretary pursuant to this Article 10.10 may only be given by personal delivery or courier (but not by fax or email) to the corporate secretary at the address of the principal executive offices or registered office  of the Company and shall be deemed to have been given and made on the date of delivery if it is a business day and the delivery was made prior to 5:00 p.m. (Toronto time) and otherwise on the next business day.


|    |                                   
|--- | ----------------------------------
|(7) | Defective Nomination Determination

The chair of any meeting of shareholders of the Company shall have the power to determine whether any proposed nomination is made in accordance with the provisions of this Article 10.10, and if any proposed nomination is not in compliance with such provisions, must as soon as practicable following receipt of such nomination and prior to the meeting declare that such defective nomination shall not be considered at any meeting of shareholders.





- 15 -


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|    |                  
|--- | -----------------
|(8) | Failure to Appear

Despite any other provision of this Article 10.10, if the Nominating Shareholder (or a qualified representative of the Nominating Shareholder) does not appear at the meeting of shareholders of the Company to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Company.


|    |       
|--- | ------
|(9) | Waiver

The board may, in its sole discretion, waive any requirement in this Article 10.10.


|     |            
|---- | -----------
|(10) | Definitions

For the purposes of this Article 10.10, " public announcement " means disclosure in a press release disseminated by the Company through a national news service in Canada, or in a document filed by the Company for public access under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com or the Electronic Data Gathering Analysis and Retrieval (EDGAR) system at www.sec.gov.





PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS





|     |                 
|---- | ----------------
|11.1 | Special Business

At a meeting of shareholders, the following business is special business:


|    |                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|(2) | at an annual general meeting, all business is special business except for the following:

|    |                                                              
|--- | -------------------------------------------------------------
|(a) | business relating to the conduct of or voting at the meeting;

|    |                                                                                   
|--- | ----------------------------------------------------------------------------------
|(b) | consideration of any financial statements of the Company presented to the meeting;

|    |                                                          
|--- | ---------------------------------------------------------
|(c) | consideration of any reports of the directors or auditor;

|    |                                          
|--- | -----------------------------------------
|(d) | the election or appointment of directors;

|    |                               
|--- | ------------------------------
|(e) | the appointment of an auditor;

|    |                                               
|--- | ----------------------------------------------
|(f) | the setting of the remuneration of an auditor;

|    |                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|(g) | business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; and

|    |                               
|--- | ------------------------------
|(h) | any non-binding advisory vote.




- 16 -


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|     |                 
|---- | ----------------
|11.2 | Special Majority

The majority of votes required for the Company to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution.





|     |       
|---- | ------
|11.3 | Quorum

Subject to the special rights or restrictions attached to the shares of any class or series of shares and to Article 11.4, a quorum for the transaction of business at a meeting of shareholders is present if shareholders who, in the aggregate, hold at least 25% of the issued shares plus at least a majority of Multiple Voting Shares entitled to be voted at the meeting are present in person or represented by proxy, irrespective of the number of persons actually present at the meeting.





|     |                                      
|---- | -------------------------------------
|11.4 | One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:


|    |                                                                                   
|--- | ----------------------------------------------------------------------------------
|(1) | the quorum is one person who is, or who represents by proxy, that shareholder, and

|    |                                                                             
|--- | ----------------------------------------------------------------------------
|(2) | that shareholder, present in person or by proxy, may constitute the meeting.




|     |                                   
|---- | ----------------------------------
|11.5 | Persons Entitled to Attend Meeting

In addition to those persons who are entitled to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are the directors, the officers, any lawyer for the Company, the auditor of the Company, any persons invited to be present at the meeting by the directors or by the chair of the meeting and any persons entitled or required under the Business Corporations Act or these Articles to be present at the meeting; but if any of those persons does attend the meeting, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.





|     |                      
|---- | ---------------------
|11.6 | Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.





|     |               
|---- | --------------
|11.7 | Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:


|    |                                                                                      
|--- | -------------------------------------------------------------------------------------
|(1) | in the case of a meeting requisitioned by shareholders, the meeting is dissolved, and

|    |                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------
|(2) | in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.




- 17 -


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|     |                                     
|---- | ------------------------------------
|11.8 | Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.





|     |      
|---- | -----
|11.9 | Chair

The following individual is entitled to preside as chair at a meeting of shareholders:


|    |                                   
|--- | ----------------------------------
|(1) | the chair of the board, if any; or

|    |                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------
|(2) | if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.




|      |                             
|----- | ----------------------------
|11.10 | Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the corporate secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.





|      |             
|----- | ------------
|11.11 | Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.





|      |                            
|----- | ---------------------------
|11.12 | Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.





|      |                                   
|----- | ----------------------------------
|11.13 | Decisions by Show of Hands or Poll

Subject to the Business Corporations Act :


|    |                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | for so long as any Multiple Voting Shares are outstanding, every motion put to a vote at a meeting of shareholders will be decided by a poll; and

|    |                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | if no Multiple Voting Shares are outstanding, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the




- 18 -


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declaration of the result of the vote by show of hands, is directed by the chair or demanded by any shareholder entitled to vote who is present in person or by proxy.





|      |                      
|----- | ---------------------
|11.14 | Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.





|      |                            
|----- | ---------------------------
|11.15 | Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.





|      |             
|----- | ------------
|11.16 | Casting Vote

In the case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.





|      |                      
|----- | ---------------------
|11.17 | Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:


|    |                        
|--- | -----------------------
|(1) | the poll must be taken:

|    |                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------
|(a) | at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

|    |                                                                                   
|--- | ----------------------------------------------------------------------------------
|(b) | in the manner, at the time and at the place that the chair of the meeting directs;

|    |                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------
|(2) | the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

|    |                                                                        
|--- | -----------------------------------------------------------------------
|(3) | the demand for the poll may be withdrawn by the person who demanded it.




|      |                               
|----- | ------------------------------
|11.18 | Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.





|      |                           
|----- | --------------------------
|11.19 | Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.





- 19 -


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|      |                 
|----- | ----------------
|11.20 | Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.





|      |                                        
|----- | ---------------------------------------
|11.21 | No Demand for Poll on Election of Chair

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.





|      |                                                      
|----- | -----------------------------------------------------
|11.22 | Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of the meeting for the transaction of any business other than the question on which a poll has been demanded.





|      |                                 
|----- | --------------------------------
|11.23 | Retention of Ballots and Proxies

The Company or its agent must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company or its agent may destroy such ballots and proxies.





PART 12  VOTES OF SHAREHOLDERS





|     |                                            
|---- | -------------------------------------------
|12.1 | Number of Votes by Shareholder or by Shares

Subject to Article 27.2 and any other special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:


|    |                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------
|(1) | on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

|    |                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | on a poll, every shareholder entitled to vote on the matter is entitled, in respect of each share entitled to be voted on the matter and held by that shareholder, to that number of votes provided by the Articles or theBusiness Corporations Actand may exercise that vote either in person or by proxy.




|     |                                            
|---- | -------------------------------------------
|12.2 | Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.





- 20 -


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|     |                       
|---- | ----------------------
|12.3 | Votes by Joint Holders

If there are joint shareholders registered in respect of any share:


|    |                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | any one of the joint shareholders may vote at any meeting of shareholders, personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

|    |                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.




|     |                                                     
|---- | ----------------------------------------------------
|12.4 | Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders registered in respect of that share.





|     |                                          
|---- | -----------------------------------------
|12.5 | Representative of a Corporate Shareholder

If a corporation that is not a subsidiary of the Company is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:


|    |                                                                               
|--- | ------------------------------------------------------------------------------
|(1) | for that purpose, the instrument appointing a representative must be received:

|    |                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned or postponed meeting; or

|    |                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | at the meeting or any adjourned or postponed meeting, by the chair of the meeting or adjourned or postponed meeting or by a person designated by the chair of the meeting or adjourned or postponed meeting;

|    |                                                          
|--- | ---------------------------------------------------------
|(2) | if a representative is appointed under this Article 12.5:

|    |                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

|    |                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.




- 21 -


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Evidence of the appointment of any such representative may be sent to the Company or its transfer agent by written instrument, fax or any other method of transmitting legibly recorded messages.





|     |                                          
|---- | -----------------------------------------
|12.6 | When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:


|    |                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------
|(1) | the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;

|    |                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------
|(2) | the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting;

|    |                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or

|    |                                 
|--- | --------------------------------
|(4) | the Company is a public company.




|     |                                                  
|---- | -------------------------------------------------
|12.7 | When Proxy Provisions Do Not Apply to the Company

If and for so long as the Company is a public company, Articles 12.8 to 12.16 apply only insofar as they are not inconsistent with any Canadian securities legislation applicable to the Company, any U.S. securities legislation applicable to the Company or any rules of an exchange on which securities of the Company are listed.





|     |                             
|---- | ----------------------------
|12.8 | Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint one or more proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.





|     |                        
|---- | -----------------------
|12.9 | Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.





|      |                 
|----- | ----------------
|12.10 | Deposit of Proxy

A proxy for a meeting of shareholders must:


|    |                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting;




- 22 -


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|    |                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | unless the notice provides otherwise, be received, at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting; or

|    |                                                                                     
|--- | ------------------------------------------------------------------------------------
|(3) | be received in any other manner determined by the board or the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages or by using such available internet or telephone voting services as may be approved by the directors.





|      |                       
|----- | ----------------------
|12.11 | Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:


|    |                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or

|    |                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.




|      |              
|----- | -------------
|12.12 | Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:


[name of company]


(the " Company ")


The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name] , as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.





- 23 -


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Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the undersigned): _________________________________


Signed [month, day, year][Signature of shareholder][Name of shareholder - printed]








|      |                    
|----- | -------------------
|12.13 | Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is received:


|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or

|    |                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.




|      |                                   
|----- | ----------------------------------
|12.14 | Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:


|    |                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

|    |                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.




|      |                                       
|----- | --------------------------------------
|12.15 | Chair May Determine Validity of Proxy.

The chair of any meeting of shareholders may determine whether or not a proxy deposited for use at the meeting, which may not strictly comply with the requirements of this Part 12 as to form, execution, accompanying documentation, time of filing or otherwise, shall be valid for use at the meeting, and any such determination made in good faith shall be final, conclusive and binding upon the meeting.





- 24 -


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|      |                                            
|----- | -------------------------------------------
|12.16 | Production of Evidence of Authority to Vote

The board or the chair of any meeting of shareholders may, but need not, at any time (including before, at or subsequent to the meeting) inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence for the purposes of determining a person's share ownership as at the relevant record date and the authority to vote.





PART 13 DIRECTORS





|     |                    
|---- | -------------------
|13.1 | Number of Directors

The number of directors is the number determined by the directors from time to time. If the number of directors has not been determined as provided in this section, the number of directors is the number of directors holding office immediately following the most recent election or appointment of directors, whether at an annual or special general meeting of the shareholders, or by the directors pursuant to Article 14.7.





|     |                              
|---- | -----------------------------
|13.2 | Change in Number of Directors

If the number of directors is set under Article 13.1:


|    |                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------
|(1) | the shareholders may elect the directors needed to fill any vacancies in the board of directors up to that number; or

|    |                                                                                       
|--- | --------------------------------------------------------------------------------------
|(2) | the directors, subject to Article 14.7, may appoint directors to fill those vacancies.

No decrease in the number of directors will shorten the term of an incumbent director.





|     |                                      
|---- | -------------------------------------
|13.3 | Directors' Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.





|     |                            
|---- | ---------------------------
|13.4 | Qualifications of Directors

A director is not required to hold a share of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.





|     |                          
|---- | -------------------------
|13.5 | Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine.





|     |                                       
|---- | --------------------------------------
|13.6 | Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.





- 25 -


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|     |                                   
|---- | ----------------------------------
|13.7 | Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of, or not in his or her capacity as, a director, or if any director is otherwise specially occupied in or about the Company's business, he or she may be paid remuneration fixed by the directors, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.





13.8  Gratuity, Pension or Allowance on Retirement of Director


Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.





PART 14 ELECTION AND REMOVAL OF DIRECTORS





|     |                                   
|---- | ----------------------------------
|14.1 | Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:


|    |                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set by the directors under these Articles; and

|    |                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment, subject to being nominated in accordance with Article 10.10.




|     |                         
|---- | ------------------------
|14.2 | Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:


|    |                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------
|(1) | that individual consents to be a director in the manner provided for in theBusiness Corporations Act; or

|    |                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director.




|     |                                      
|---- | -------------------------------------
|14.3 | Failure to Elect or Appoint Directors

If:


|    |                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution




- 26 -


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contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act ; or


|    |                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:


|    |                                                       
|--- | ------------------------------------------------------
|(3) | when his or her successor is elected or appointed; and

|    |                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------
|(4) | when he or she otherwise ceases to hold office under theBusiness Corporations Actor these Articles.




|     |                                    
|---- | -----------------------------------
|14.4 | Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.





|     |                                  
|---- | ---------------------------------
|14.5 | Remaining Directors' Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act , for any other purpose.





|     |                                
|---- | -------------------------------
|14.6 | Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.





|     |                     
|---- | --------------------
|14.7 | Additional Directors

Notwithstanding Article 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.7 must not at any time exceed one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.7.


Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment, subject to being nominated in accordance with Article 10.10.





|     |                         
|---- | ------------------------
|14.8 | Ceasing to be a Director

A director ceases to be a director when:


|    |                                            
|--- | -------------------------------------------
|(1) | the term of office of the director expires;

|    |                   
|--- | ------------------
|(2) | the director dies;




- 27 -


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|    |                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------
|(3) | the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

|    |                                                                        
|--- | -----------------------------------------------------------------------
|(4) | the director is removed from office pursuant to Articles 14.9 or 14.10.




|     |                                    
|---- | -----------------------------------
|14.9 | Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.





|      |                                 
|----- | --------------------------------
|14.10 | Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company in accordance with the Business Corporations Act and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.





PART 15 POWERS AND DUTIES OF DIRECTORS





|     |                     
|---- | --------------------
|15.1 | Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.





|     |                                   
|---- | ----------------------------------
|15.2 | Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.





- 28 -


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PART 16 INTERESTS OF DIRECTORS AND OFFICERS





16.1  Obligation to Account for Profits


A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act ) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act .





16.2  Restrictions on Voting by Reason of Interest


A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.





16.3  Interested Director Counted in Quorum


A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.





16.4  Disclosure of Conflict of Interest or Property


A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act .





16.5  Director Holding Other Office in the Company


A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.





16.6  No Disqualification


No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.





16.7  Professional Services by Director or Officer


Subject to the Business Corporations Act , a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.





- 29 -


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16.8  Director or Officer in Other Corporations


A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act , the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.





PART 17 PROCEEDINGS OF DIRECTORS





|     |                      
|---- | ---------------------
|17.1 | Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.





|     |                   
|---- | ------------------
|17.2 | Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.





|     |                  
|---- | -----------------
|17.3 | Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:


|    |                                   
|--- | ----------------------------------
|(1) | the chair of the board, if any; or

|    |                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------
|(2) | in the absence of the chair of the board, the president, if any, if the president is a director; or

|    |                                               
|--- | ----------------------------------------------
|(3) | any other director chosen by the directors if:

|    |                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

|    |                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------
|(b) | neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

|    |                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | the chair of the board and the president, if a director, has advised the corporate secretary, if any, or any other director, that he or she will not be present at the meeting.




|     |                                                     
|---- | ----------------------------------------------------
|17.4 | Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors:


|    |           
|--- | ----------
|(1) | in person;




- 30 -


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|    |                 
|--- | ----------------
|(2) | by telephone; or

|    |                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------
|(3) | with the consent of all directors who wish to participate in the meeting, by other communications medium;

if all directors participating in the meeting, whether in person, or by telephone or other communications medium, are able to communicate with each other.  A director who participates in a meeting in a manner contemplated by this Article 17.3(2) is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.





|     |                    
|---- | -------------------
|17.5 | Calling of Meetings

A director may, and the corporate secretary or an assistant corporate secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.





|     |                   
|---- | ------------------
|17.6 | Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 17.1 or as provided in Article 17.7, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors by any method set out in Article 23.1 or orally or by telephone conversation with a director.





|     |                         
|---- | ------------------------
|17.7 | When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director if:


|    |                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

|    |                                               
|--- | ----------------------------------------------
|(2) | the director has waived notice of the meeting.




|     |                                             
|---- | --------------------------------------------
|17.8 | Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director, does not invalidate any proceedings at that meeting.





|     |                             
|---- | ----------------------------
|17.9 | Waiver of Notice of Meetings

Any director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director.





- 31 -


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Attendance of a director at a meeting of the directors is a waiver of notice of the meeting, unless that director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.





|      |       
|----- | ------
|17.10 | Quorum

The quorum necessary for the transaction of the business of the directors is a majority of the number of directors in office or such other number as the directors may determine from time to time.





|      |                                             
|----- | --------------------------------------------
|17.11 | Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act , an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.





|      |                               
|----- | ------------------------------
|17.12 | Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors may be passed without a meeting:


|    |                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------
|(1) | in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or

|    |                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who have not made such a disclosure consents in writing to the resolution.

A consent in writing under this Article 17.12 may be by any written instrument, e-mail or any other method of transmitting legibly recorded messages in which the consent of the director is evidenced, whether or not the signature of the director is included in the record.  A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing.  A resolution of the directors or of any committee of the directors passed in accordance with this Article 17.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of the directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.





PART 18  BOARD COMMITTEES





|     |                                     
|---- | ------------------------------------
|18.1 | Appointment and Powers of Committees

The directors may, by resolution:


|    |                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------
|(1) | appoint one or more committees consisting of the director or directors that they consider appropriate;




- 32 -


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|    |                                                                                            
|--- | -------------------------------------------------------------------------------------------
|(2) | delegate to a committee appointed under paragraph (1) any of the directors' powers, except:

|    |                                                       
|--- | ------------------------------------------------------
|(a) | the power to fill vacancies in the board of directors;

|    |                                                                
|--- | ---------------------------------------------------------------
|(b) | the power to remove a director or appoint additional directors;

|    |                                          
|--- | -----------------------------------------
|(c) | the power to set the number of directors;

|    |                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d) | the power to create a committee of directors, create or modify the terms of reference for a committee of the directors, or change the membership of, or fill vacancies in, any committee of the directors;

|    |                                                                        
|--- | -----------------------------------------------------------------------
|(e) | the power to appoint or remove officers appointed by the directors; and

|    |                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------
|(3) | make any delegation permitted by paragraph (2) subject to the conditions set out in the resolution or any subsequent directors' resolution.




|     |                          
|---- | -------------------------
|18.2 | Obligations of Committees

Any committee appointed under Article 18.1, in the exercise of the powers delegated to it, must:


|    |                                                                                       
|--- | --------------------------------------------------------------------------------------
|(1) | conform to any rules that may from time to time be imposed on it by the directors; and

|    |                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------
|(2) | report every act or thing done in exercise of those powers at such times as the directors may require.




|     |                
|---- | ---------------
|18.3 | Powers of Board

The directors may, at any time, with respect to a committee appointed under Article 18.1:


|    |                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

|    |                                                                              
|--- | -----------------------------------------------------------------------------
|(2) | terminate the appointment of, or change the membership of, the committee; and

|    |                                 
|--- | --------------------------------
|(3) | fill vacancies in the committee.




|     |                   
|---- | ------------------
|18.4 | Committee Meetings

Subject to Article 18.2(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Article 18.1:


|    |                                                        
|--- | -------------------------------------------------------
|(1) | the committee may meet and adjourn as it thinks proper;

|    |                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;




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|    |                                                                                      
|--- | -------------------------------------------------------------------------------------
|(3) | a majority of the members of the committee constitutes a quorum of the committee; and

|    |                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.




PART 19 OFFICERS





|     |                               
|---- | ------------------------------
|19.1 | Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.





|     |                                         
|---- | ----------------------------------------
|19.2 | Functions, Duties and Powers of Officers

The directors may, for each officer:


|    |                                                   
|--- | --------------------------------------------------
|(1) | determine the functions and duties of the officer;

|    |                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | delegate to the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

|    |                                                                                               
|--- | ----------------------------------------------------------------------------------------------
|(3) | revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.




|     |               
|---- | --------------
|19.3 | Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act . One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as a managing director must be a director. Any other officer need not be a director.





|     |                                      
|---- | -------------------------------------
|19.4 | Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.





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PART 20  INDEMNIFICATION





|     |            
|---- | -----------
|20.1 | Definitions

In this Part 20:


|    |                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------
|(1) | "eligible penalty" means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

|    |                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | "eligible proceeding" means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director or former director or an officer or former officer of the Company (each, an "eligible party") or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of the Company:

|    |                                   
|--- | ----------------------------------
|(a) | is or may be joined as a party; or

|    |                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------
|(b) | is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

|    |                                                                    
|--- | -------------------------------------------------------------------
|(3) | "expenses" has the meaning set out in theBusiness Corporations Act;

|    |                                                                
|--- | ---------------------------------------------------------------
|(4) | "officer" means an officer appointed by the board of directors.




|     |                                                    
|---- | ---------------------------------------------------
|20.2 | Mandatory Indemnification of Directors and Officers

Subject to the Business Corporations Act , the Company must indemnify an eligible party and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding to the fullest extent permitted by the Business Corporations Act .





|     |                
|---- | ---------------
|20.3 | Deemed Contract

Each director and officer is deemed to have contracted with the Company on the terms of the indemnity contained in Article 20.2.





|     |                          
|---- | -------------------------
|20.4 | Permitted Indemnification

Subject to any restrictions in the Business Corporations Act , the Company may indemnify any person, including directors, officers, employees, agents and representatives of the Company.





|     |                                             
|---- | --------------------------------------------
|20.5 | Non-Compliance withBusiness Corporations Act

The failure of a director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part 20.





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|     |                               
|---- | ------------------------------
|20.6 | Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:


|    |                                                                 
|--- | ----------------------------------------------------------------
|(1) | is or was a director, officer, employee or agent of the Company;

|    |                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------
|(2) | is or was a director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

|    |                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | at the request of the Company, is or was a director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

|    |                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | at the request of the Company, holds or held a position equivalent to that of a director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, officer, employee or agent or person who holds or held such equivalent position.





PART 21 DIVIDENDS





|     |                                               
|---- | ----------------------------------------------
|21.1 | Payment of Dividends Subject to Special Rights

The provisions of this Part 21 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.





|     |                         
|---- | ------------------------
|21.2 | Declaration of Dividends

Subject to the Business Corporations Act , the directors may from time to time declare and authorize payment of such dividends as they may consider appropriate.





|     |                   
|---- | ------------------
|21.3 | No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 21.2.





|     |            
|---- | -----------
|21.4 | Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.





|     |                          
|---- | -------------------------
|21.5 | Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other corporation, or in any one or more of those ways.





- 36 -


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|     |                      
|---- | ---------------------
|21.6 | When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.





|     |                                                         
|---- | --------------------------------------------------------
|21.7 | Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.





|     |                              
|---- | -----------------------------
|21.8 | Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.





|     |                           
|---- | --------------------------
|21.9 | Dividend Bears No Interest

No dividend bears interest against the Company.





|      |                     
|----- | --------------------
|21.10 | Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.





|      |                     
|----- | --------------------
|21.11 | Payment of Dividends

Any dividend or other distribution payable in money in respect of shares may be paid;


|    |                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | by cheque, made payable to the order of the person to whom it is sent, and mailed to the  registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing; or

|    |                                                             
|--- | ------------------------------------------------------------
|(2) | by electronic transfer, if so authorized by the shareholder.

The mailing of such cheque or the forwarding by electronic transfer will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.





|      |                                               
|----- | ----------------------------------------------
|21.12 | Capitalization of Retained Earnings or Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof.





- 37 -


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|      |                    
|----- | -------------------
|21.13 | Unclaimed Dividends

Any dividend unclaimed after a period of three years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Company. The Company shall not be liable to any person in respect of any dividend which is forfeited to the Company or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.





PART 22  ACCOUNTING RECORDS AND AUDITOR





|     |                               
|---- | ------------------------------
|22.1 | Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act .





|     |                                 
|---- | --------------------------------
|22.2 | Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.





|     |                        
|---- | -----------------------
|22.3 | Remuneration of Auditor

The directors may set the remuneration of the auditor of the Company.





PART 23  NOTICES





|     |                        
|---- | -----------------------
|23.1 | Method of Giving Notice

Unless the Business Corporations Act or these Articles provide otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:


|    |                                                                                   
|--- | ----------------------------------------------------------------------------------
|(1) | mail addressed to the person at the applicable address for that person as follows:

|    |                                                                            
|--- | ---------------------------------------------------------------------------
|(a) | for a record mailed to a shareholder, the shareholder's registered address;

|    |                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

|    |                                                                  
|--- | -----------------------------------------------------------------
|(c) | in any other case, the mailing address of the intended recipient;

|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|(2) | delivery at the applicable address for that person as follows, addressed to the person:

|    |                                                                               
|--- | ------------------------------------------------------------------------------
|(a) | for a record delivered to a shareholder, the shareholder's registered address;




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|    |                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

|    |                                                                   
|--- | ------------------------------------------------------------------
|(c) | in any other case, the delivery address of the intended recipient;

|    |                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | unless the intended recipient is the Company or the auditor of the Company, sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

|    |                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | unless the intended recipient is the auditor of the Company, sending the record by e-mail to the e-mail address provided by the intended recipient for the sending of that record or records of that class;

|    |                                             
|--- | --------------------------------------------
|(5) | physical delivery to the intended recipient;

|    |                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(6) | creating and providing a record posted on or made available through a general accessible electronic source and providing written notice by any of the foregoing methods as to the availability of such record; or

|    |                                                             
|--- | ------------------------------------------------------------
|(7) | as otherwise permitted by applicable securities legislation.




|     |               
|---- | --------------
|23.2 | Deemed Receipt

A notice, statement, report or other record that is:


|    |                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | mailed to a person by ordinary mail to the applicable address for that person referred to in Article 23.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing;

|    |                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | faxed to a person to the fax number provided by that person referred to in Article 23.1 is deemed to be received by the person to whom it was faxed on the day it was faxed;

|    |                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | e-mailed to a person to the e-mail address provided by that person referred to in Article 23.1 is deemed to be received by the person to whom it was e-mailed on the day it was e-mailed; and

|    |                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------
|(4) | delivered in accordance with Section 23.1(6), is deemed to be received by the person on the day such written notice is sent.




|     |                       
|---- | ----------------------
|23.3 | Certificate of Sending

A certificate signed by the corporate secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with Article 23.1 is conclusive evidence of that fact.





- 39 -


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|     |                             
|---- | ----------------------------
|23.4 | Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing such record to the joint shareholder first named in the central securities register in respect of the share.





|     |                                                      
|---- | -----------------------------------------------------
|23.5 | Notice to Legal Personal Representatives and Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:


|    |                                       
|--- | --------------------------------------
|(1) | mailing the record, addressed to them:

|    |                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

|    |                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------
|(b) | at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

|    |                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.




|     |                    
|---- | -------------------
|23.6 | Undelivered Notices

If, on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to Article 23.1 and on each of those occasions any such record is returned because the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.





PART 24  SEAL





24.1  Who May Attest Seal


Except as provided in Articles 24.1(2) and 24.1(3), the Company's seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:


|    |                   
|--- | ------------------
|(1) | any two directors;

|    |                                         
|--- | ----------------------------------------
|(2) | any officer, together with any director;

|    |                                                        
|--- | -------------------------------------------------------
|(3) | if the Company only has one director, that director; or

|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|(4) | any one or more directors or officers or persons as may be determined by the directors.




- 40 -


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|     |               
|---- | --------------
|24.2 | Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 24.1, the impression of the seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the directors.





|     |                                
|---- | -------------------------------
|24.3 | Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and such persons as are authorized under Article 24.1 to attest the Company's seal may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.





PART 25 PROHIBITIONS





|     |            
|---- | -----------
|25.1 | Definitions

In this Part 25:


|    |                                                          
|--- | ---------------------------------------------------------
|(1) | "security" has the meaning assigned in theSecurities Act;

|    |                                     
|--- | ------------------------------------
|(2) | "transfer restricted security" means

|    |                        
|--- | -----------------------
|(a) | a share of the Company;

|    |                                                                  
|--- | -----------------------------------------------------------------
|(b) | a security of the Company convertible into shares of the Company;

|    |                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | any other security of the Company which must be subject to restrictions on transfer in order for the Company to satisfy the requirement for restrictions on transfer under the "private issuer" exemption of Canadian securities legislation or under any other exemption from prospectus or registration requirements of Canadian securities legislation similar in scope and purpose to the "private issuer" exemption.




|     |            
|---- | -----------
|25.2 | Application

Article 25.3 does not apply to the Company if and for so long as it is a public company.





- 41 -


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|     |                                                                          
|---- | -------------------------------------------------------------------------
|25.3 | Consent Required for Transfer of Shares or Transfer Restricted Securities

No share or other transfer restricted security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.





PART 26 FORUM SELECTION





|     |                                           
|---- | ------------------------------------------
|26.1 | Forum for Adjudication of Certain Disputes

Unless the Company consents in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada and the appellate Courts therefrom, shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Company to the Company; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the Business Corporations Act or these Articles (as either may be amended from time to time); or (iv) any action or proceeding asserting a claim otherwise related to the relationships among the Company, its affiliates and their respective shareholders, directors and/or officers, but this paragraph (iv) does not include claims related to the business carried on by the Company or such affiliates. If any action or proceeding the subject matter of which is within the scope of the preceding sentence is filed in a Court other than a Court located within the Province of Ontario (a " Foreign Action ") in the name of any securityholder, such securityholder shall be deemed to have consented to (i) the personal jurisdiction of the provincial and federal Courts located within the Province of Ontario in connection with any action or proceeding brought in any such Court to enforce the preceding sentence and (ii) having service of process made upon such securityholder in any such action or proceeding by service upon such securityholder's counsel in the Foreign Action as agent for such securityholder.





PART 27 SPECIAL RIGHTS OR RESTRICTIONS





27.1  Definitions


In this Part 27, the following terms shall have the following respective meanings:


" Affiliate " means, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such specified Person.


" Bain Group Permitted Holders " means Brent (B.C.) Participation S.à r.l. and any of its Affiliates and entities controlled, directly or indirectly, or managed by Bain Capital L.P. or an Affiliate of Bain Capital L.P.


" Change of Control Transaction " means an amalgamation, arrangement, recapitalization, business combination or similar transaction of the Company, other than an amalgamation, arrangement, recapitalization, business combination or similar transaction that would result in the voting securities of the Company outstanding





- 42 -


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immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the continuing entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company, the continuing entity or its parent and more than fifty percent (50%) of the total number of outstanding shares of the Company, the continuing entity or its parent, in each case as outstanding immediately after such transaction, and the shareholders of the Company immediately prior to the transaction own voting securities of the Company, the continuing entity or its parent immediately following the transaction in substantially the same proportions (vis a vis each other) as such shareholders owned the voting securities of the Company immediately prior to the transaction.


" Members of the Immediate Family " means with respect to any individual,  each parent (whether by birth or adoption), spouse or child (including any step-child) or other descendants (whether by birth or adoption) of such individual, each spouse of any of the aforementioned Persons, each trust created solely for the benefit of such individual and/or one or more of the aforementioned Persons, and each legal representative of such individual or of any aforementioned Persons (including without limitation a tutor, curator, mandatary due to incapacity, custodian, guardian or testamentary executor), acting in such capacity under the authority of the law, an order from a competent tribunal, a will or a mandate in case of incapacity or similar instrument.  For the purposes of this definition, a Person shall be considered the spouse of an individual if such Person is legally married to such individual, lives in a civil union with such individual or is the common law partner (as defined in the Income Tax Act (Canada) as amended from time to time) of such individual. A Person who was the spouse of an individual within the meaning of this paragraph immediately before the death of such individual shall continue to be considered a spouse of such individual after the death of such individual.


" Permitted Holders " means any of (i) the Bain Group Permitted Holders, and (ii) the Reiss Group Permitted Holders.


" Person " means any individual, partnership, corporation, company, association, trust, joint venture or limited liability company.


" Reiss Group Permitted Holders " means (i) Dani Reiss and any Members of the Immediate Family of Dani Reiss, and (ii) any Person controlled, directly or indirectly by one or more of the Persons referred to in clause (i) above.


" Shares " means Multiple Voting Shares and Subordinate Voting Shares.


For purposes of this Part 27, a Person is " controlled " by another Person or other Persons if: (i) in the case of a company or other body corporate wherever or however incorporated: (A) securities entitled to vote in the election of directors carrying in the aggregate at least a majority of the votes for the election of directors and representing in the aggregate at least a majority of the participating (equity) securities are held, other than by way of security only, directly or indirectly, by or solely for the benefit of the other Person or Persons; and (B) the votes carried in the aggregate by such securities are entitled, if exercised, to elect a majority of the board of directors of such company or other body corporate; or (ii) in the case of a Person that is not a company or other body corporate, at least a majority of the participating (equity)





- 43 -


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and voting interests of such Person are held, directly or indirectly, by or solely for the benefit of the other Person or Persons; and " controls ", " controlling " and " under common control with " shall be interpreted accordingly





|     |                                                     
|---- | ----------------------------------------------------
|27.2 | Subordinate Voting Shares and Multiple Voting Shares

The special rights or restrictions attached to the Subordinate Voting Shares and the Multiple Voting Shares shall be as follows:


|    |                                                              
|--- | -------------------------------------------------------------
|(1) | Dividends; Rights on Liquidation, Dissolution, or Winding-Up.

The Subordinate Voting Shares and the Multiple Voting Shares shall be subject to and subordinate to the special rights or restrictions attached to the Preferred Shares and the shares of any other class ranking senior to the Subordinate Voting Shares and the Multiple Voting Shares and shall rank pari passu , share for share, as to the right to receive dividends and any amount payable on any distribution of assets constituting a return of capital and to receive the remaining property and assets of the Company on the liquidation, dissolution or winding-up of the Company, whether voluntarily or involuntarily, or any other distribution of assets of the Company among its shareholders for the purposes of winding up its affairs. For the avoidance of doubt, holders of Subordinate Voting Shares and Multiple Voting Shares shall, subject always to the rights of the holders of Preferred Shares and the shares of any other class ranking senior to the Subordinate Voting Shares and the Multiple Voting Shares, be entitled to receive (i) such dividends and any amount payable on any distribution of assets constituting a return of capital as and when declared by the Board of Directors of the Company, and (ii) in the event of the liquidation, dissolution or winding-up of the Company, whether voluntarily or involuntarily, or any other distribution of assets of the Company among its shareholders for the purposes of winding up its affairs, the remaining property and assets of the Company, in the case of (i) and (ii) an identical amount per share, at the same time and in the same form (whether in cash, in specie or otherwise) as if such shares were of one class only; provided, however, that in the event of the payment of a dividend in the form of shares, holders of Subordinate Voting Shares shall receive Subordinate Voting Shares and holders of Multiple Voting Shares shall receive Multiple Voting Shares, unless otherwise determined by the Board of Directors of the Company.


|    |                           
|--- | --------------------------
|(2) | Meetings and Voting Rights

Each holder of Multiple Voting Shares and each holder of Subordinate Voting Shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Company, except meetings at which only holders of another class or of a particular series shall have the right to vote. At each such meeting, each Multiple Voting Share shall entitle the holder thereof to ten (10) votes and each Subordinate Voting Share shall entitle the holder thereof to one (1) vote.


|    |                             
|--- | ----------------------------
|(3) | Subdivision or Consolidation

No subdivision or consolidation of the Subordinate Voting Shares or the Multiple Voting Shares shall be carried out unless, at the same time, the Multiple Voting Shares or the Subordinate Voting Shares, as the case may be, are subdivided or consolidated in the same manner and on the same basis so as to preserve the relative economic and voting interests of the two classes.





- 44 -


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|    |           
|--- | ----------
|(4) | Conversion

The Subordinate Voting Shares cannot be converted into any other class of shares. Each outstanding Multiple Voting Share may at any time, at the option of the holder, be converted into one fully paid and non-assessable Subordinate Voting Share, in the following manner:


|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The conversion right which provision is made in subsection 27.2(4) shall be exercised by notice in writing given to the transfer agent of the Company, if one exists, and if not, to the Company at its registered office, accompanied by a certificate or certificates representing the Multiple Voting Shares in respect of which the holder desires to exercise such conversion right or the equivalent in any non-certificated inventory system (such as, for example, a Direct Registration System) administered by any applicable depository or transfer agent of the Company. Such notice shall be signed by the holder of the Multiple Voting Shares in respect of which such conversion right is being exercised, or by the duly authorized representative thereof, and shall specify the number of Multiple Voting Shares which such holder desires to have converted. On any conversion of Multiple Voting Shares, the Subordinate Voting Shares resulting therefrom shall be registered in the name of the registered holder of the Multiple Voting Shares converted or, subject to payment by the registered holder of any stock transfer or applicable taxes and compliance with any other reasonable requirements of the Company in respect of such transfer, in such name or names as such registered holder may direct in writing.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Upon receipt of such notice and certificate or certificates and, as applicable, compliance with such other requirements, the Company shall, at its expense, effective as of the date of such receipt and, as applicable, compliance, remove or cause the removal of such holder from the register of holders in respect of the Multiple Voting Shares for which the conversion right is being exercised, add the holder (or any person or persons in whose name or names such converting holder shall have directed the resulting Subordinate Voting Shares to be registered) to the securities register of holders in respect of the resulting Subordinate Voting Shares, cancel or cause the cancellation of the certificate or certificates representing such Multiple Voting Shares and issue or cause to be issued a certificate or certificates, or the equivalent in any non-certificated inventory system (such as, for example, a Direct Registration System) administered by any applicable depository or transfer agent of the Company, representing the Subordinate Voting Shares issued upon the conversion of such Multiple Voting Shares. If less than all of the Multiple Voting Shares represented by any certificate are to be converted, the holder shall be entitled to receive a new certificate representing the Multiple Voting Shares represented by the original certificate which are not to be converted.

|    |                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | A Multiple Voting Share that is converted into Subordinate Voting Shares as provided for in this subsection 27.2(4) will automatically be cancelled.




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|    |                     
|--- | --------------------
|(5) | Automatic Conversion

|    |                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Upon the first date that any Multiple Voting Share shall be held by a person other than by a Permitted Holder, the Permitted Holder which held such Multiple Voting Share until such date, without any further action, shall automatically be deemed to have exercised his, her or its rights under subsection 27.2(4) to convert such Multiple Voting Share into one fully paid and non-assessable Subordinate Voting Share.

|    |             
|--- | ------------
|(b) | In addition:

|    |                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i) | all Multiple Voting Shares held by the Bain Group Permitted Holders will convert automatically, without any further action, into Subordinate Voting Shares at such time as the Bain Group Permitted Holders that hold Multiple Voting Shares no longer as a group beneficially own, directly or indirectly and in the aggregate, at least 15% of the issued and outstanding Shares on a non-diluted basis; and

|     |                                                                                                                                                                                                                            
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii) | all the Multiple Voting shares held by the Reiss Group Permitted Holders will convert automatically, without any further action, into Subordinate Voting Shares at such time that is the earlier to occur of the following:

|    |                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(A) | the Reiss Group Permitted Holders that hold Multiple Voting Shares no longer as a group beneficially own, directly or indirectly and in the aggregate, at least 15% of the issued and outstanding Shares on a non-diluted basis; and

|    |                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------
|(B) | Dani Reiss is no longer serving as a director of the Company or in a senior management position with the Company.

|    |                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | A Multiple Voting Share that is converted into Subordinate Voting Shares as provided for in subsection 27.2(5)(a) or 27.2(5)(b) will automatically be cancelled.

|    |             
|--- | ------------
|(6) | Single Class

Except as otherwise provided in these Articles, Subordinate Voting Shares and Multiple Voting Shares are equal in all respects and shall be treated as shares of a single class for all purposes under the Business Corporations Act .


|    |                    
|--- | -------------------
|(7) | Certain Class Votes

In connection with any Change of Control Transaction requiring approval of the holders of Subordinate Voting Shares and Multiple Voting Shares under the Business Corporations Act , holders of Subordinate Voting Shares and Multiple Voting Shares shall be treated equally and identically, on a per share basis, unless different treatment of the shares of each such class is approved by a majority of the votes cast by the holders of outstanding Subordinate Voting Shares or their proxyholders in respect of a resolution approving such Change of Control Transaction and by a majority of the votes cast by the holders of outstanding Multiple Voting Shares or their proxyholders in respect of a resolution approving such Change of Control





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Transaction, each voting separately as a class at a meeting of the holders of that class called and held for such purpose.


|    |                   
|--- | ------------------
|(8) | Certain Amendments

In addition to any other voting right or power to which the holders of Subordinate Voting Shares shall be entitled by law or regulation or other provisions of these Articles, but subject to the provisions of these Articles, holders of Subordinate Voting Shares shall be entitled to vote separately as a class, in addition to any other vote of shareholders that may be required, in respect of any alteration, repeal or amendment of these Articles which would adversely affect the rights or special rights of the holders of Subordinate Voting Shares or affect the holders of Subordinate Voting Shares and Multiple Voting Shares differently, on a per share basis, including an amendment to the terms of these Articles that provides that any Multiple Voting Shares sold or transferred to a Person that is not a Permitted Holder shall be automatically converted into Subordinate Voting Shares, and such alteration, repeal or amendment shall not be effective unless a resolution in respect thereof is approved by a majority of the votes cast by holders of outstanding shares of such class or their proxyholders.





27.3  Preferred Shares


The special rights or restrictions attached to the Preferred Shares shall be as follows:


|    |                   
|--- | ------------------
|(1) | Issuable in Series

|    |                                                                                            
|--- | -------------------------------------------------------------------------------------------
|(a) | The Preferred Shares may at any time and from time to time be issued in one or more series.

|    |                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Subject to Article 9.3 and theBusiness Corporations Act, the Company may from time to time, by directors' resolution or ordinary resolution, if none of the Preferred Shares of any particular series are issued, alter these Articles and authorize the alteration of the Notice of Articles of the Company, as the case may be, to do one or more of the following:

|    |                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i) | determine the maximum number of shares of any of those series of Preferred Shares that the Company is authorized to issue, determine that there is no such maximum number, or alter any determination made under this paragraph (i) or otherwise in relation to a maximum number of those shares;

|     |                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii) | create an identifying name by which the shares of any of those series of Preferred Shares may be identified, or alter any identifying name created for those shares; and

|      |                                                                                                                                                                                                                                                                                                     
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(iii) | attach special rights or restrictions to the shares of any of those series of Preferred Shares or alter any special rights or restrictions attached to those shares, including, but without limiting or restricting the generality of the foregoing, special rights or restrictions with respect to:




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|    |                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(A) | the rate, amount, method of calculation and payment of any dividends, whether cumulative, partly cumulative or non-cumulative, and whether such rate, amount, method of calculation or payment is subject to change or adjustment in the future;

|    |                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(B) | any rights upon a dissolution, liquidation or winding-up of the Company or upon any other return of capital or distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs;

|    |                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------
|(C) | any rights of redemption, retraction or purchase for cancellation and the prices and terms and conditions of any such rights;

|    |                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------
|(D) | any rights of conversion, exchange or reclassification and the terms and conditions of any such rights;

|    |                                    
|--- | -----------------------------------
|(E) | any voting rights and restrictions;

|    |                                                                     
|--- | --------------------------------------------------------------------
|(F) | the terms and conditions of any share purchase plan or sinking fund;

|    |                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------
|(G) | restrictions respecting payment of dividends on, or the return of capital, repurchase or redemption of, any other shares of the Company; and

|    |                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|(H) | any other special rights or restrictions, not inconsistent with these share provisions, attaching to such series of Preferred Shares.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | No special rights or restrictions attached to any series of Preferred Shares will confer upon the shares of that series a priority over the shares of any other series of Preferred Shares in respect of dividends or a return of capital in the event of the dissolution of the Company or on the occurrence of any other event that entitles the shareholders holding the shares of all series of the Preferred Shares to a return of capital.  The Preferred Shares of each series will, with respect to the payment of dividends and the distribution of assets or return of capital in the event of dissolution or on the occurrence of any other event that entitles the shareholders holding the shares of all series of the Preferred Shares to a return of capital, rank on a parity with the shares of every other series.

|    |                             
|--- | ----------------------------
|(2) | Class Rights or Restrictions

|    |                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Holders of Preferred Shares will be entitled to preference with respect to payment of dividends over the Multiple Voting Shares, the Subordinate Voting Shares and any other shares ranking junior to the Preferred Shares with respect to payment of dividends.

|    |                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the




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Company among its shareholders for the purpose of winding up its affairs, the holders of the Preferred Shares will be entitled to preference over the Multiple Voting Shares, the Subordinate Voting Shares and any other shares ranking junior to the Preferred Shares with respect to the repayment of capital paid up on and the payment of unpaid dividends accrued on the Preferred Shares.


|    |                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | The Preferred Shares may also be given such other preferences over the Multiple Voting Shares, the Subordinate Voting Shares and any other shares ranking junior to the Preferred Shares as may be fixed by directors' resolution or ordinary resolution as to the respective series authorized to be issued.




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