**Exhibit 1.12**

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[Translation]

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***[Logo of Québec Registrar]***

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***CERTIFICATE OF CONSTITUTION***

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*Companies Act, Part IA**(R.S.Q.,c. C-38)*

* *

I hereby certifythat the company

 

9193-2962 QUÉBECINC.

 

 

was constituted on***FEBRUARY 28, 2008***, under Part IAof the *Companies Act*, as indicated in theArticles of Constitution attached hereto.

*** ***

*** ***
| *** ***                           | *** *** | *** ***                                                                            | ** ** | **[**Signed**]**            |
|----------------------------------------|--------------|-----------------------------------------------------------------------------------------|------------|-----------------------------|
| *** ***                           | *** *** | ***Filed in the register on  March 3, 2008 under registration number 1165008898*** | ** ** | ** **                  |
| ***[Seal  of Québec Registrar]*** | *** *** | *** ***                                                                            | ** ** | Acting Enterprise Registrar |

 

S310I18Q98980MA

 

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[Translation]

 
| *Registraire  des entreprises*                                                                                                                     | ** ** | **Articles of Constitution**                    |
|----------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------|
| **QUÉBEC**                                                                                                                                    | ** ** | **Articles of Continuance**                     |
| ** **                                                                                                                                         | ** ** | ** **                                      |
| ** **                                                                                                                                         | ** ** | *Companies Act* (R.S.Q., c. C-38, Part IA) |
| ** **                                                                                                                                         | ** ** | * *                                        |
| Mark  an X in the appropriate box.                                                                                                                 | ** ** | * *                                        |
| Articles  of Constitution     x** **    Articles  of Continuance:     o | ** ** | For articles of continuance only.               |

 

| Québec  enterprise number |
|--------------------------------|
|                           |
| NEQ                            | 1 | 1 |   |   |   |   |   |   |   |   |

 
| **1.**     | ** ** | **Name –** Constitution: Enter the company name, and its  version in another language, if applicable. Leave blank if you are applying  for a designating number rather than a name. Continuance: enter the current  name, if you are keeping it, and its version if applicable, and N.A. in  section 8 **or**enter the new name, and its  version in another language if applicable. |
|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | ** ** | **9193-2962 QUÉBEC INC.**                                                                                                                                                                                                                                                                                                                                                            |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | ** ** | Mark  an x in this box if you  are applying for a designating number (numbered company) rather than a name. x                                                                                                                                                                                                                                                                             |

 
| **2.**     | ** ** | **Québec judicial district of the company head office****—**                                                                                                                                                 | ** ** | Enter  the judicial district, such as stipulated in the *Territorial*                                                                                                                                        |
|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** |  

Montréal                                                                                                                                                                                                  | ** ** | *Division Act*(R.S.Q.,  c. D-11).   You can obtain  additional information at the Court house, from Services Québec or online at  www.justice.gouv.qc.ca/francais/recherche/district.asp |
| ** ** | ** ** | ** **                                                                                                                                                                                                             | ** ** | ** **                                                                                                                                                                                                   |
| **3.**     | ** ** | **Precise number or minimum  and maximum number of directors**                                                                                                                                                         | **4.**     | **Effective Date******Enter  the date of entry into force, if later than that on which the articles are  filed.                                                                                              | ** ** | Year | ** ** | Month | Day |
| ** ** | ** ** | Minimum:  1                               Maximum:  10 | ** ** | ** **                                                                                                                                                                                                   | ** ** | ** ** |   | ** ** |   |   |
|            |            |                                                                                                                                                                                                                        |            |                                                                                                                                                                                                              |  |  |  |  |  |  |

** **
| **5.**     | ** ** | **Describe the authorized capital stock and the limits imposed****–**Unless otherwise  indicated in its articles, the company has unlimited capital stock with  shares without par value.  (See the  section “Description of capital stock”.) |
|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        |
| ** ** | ** ** | See  Schedule A hereof which is an integral part of these Articles of  Constitution.                                                                                                                                                                              |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        |
| **6.**     | ** ** | **Restrictions on the transfer of shares and other provisions,**if applicable.                                                                                                                                                                                    |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        |
| ** ** | ** ** | See  Schedules B and C hereof which are integral parts of these Articles of  Constitution.                                                                                                                                                                        |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        |
| **7.**     | ** ** | **Limits on activity,**if applicable.                                                                                                                                                                                                                             |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        |
| ** ** | ** ** | S/O                                                                                                                                                                                                                                                               |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        |
| **8.**     | ** ** | **Name prior to the continuance**(if different than  the one mentioned in section 1)                                                                                                                                                                              |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        | ** ** |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        |
| **9.**     | ** ** | **Founders******(for articles of constitution only) – Enter  first and last names, address(es) of founder(s) or name and address of  head office of the legal person acting in this capacity.                                                           |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        |
| ** ** | ** ** | Last  and first names **or** name of  the legal person acting in the quality of founder                                                                                                                                                                           | ** ** | ** ** |
| ** ** | ** ** |                                                                                                                                                                                                                                                              | ** ** | ** ** |
| ** ** | ** ** | Fondateurs  Inteltex Inc./Inteltex Incorporators Inc.                                                                                                                                                                                                             | ** ** | ** ** |
| ** ** | ** ** |                                                                                                                                                                                                                                                              | ** ** | ** ** |
| ** ** | ** ** | Street  and no., apartment/suite, city/province, postal code and country                                                                                                                                                                                          | ** ** | ** ** |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        | ** ** | ** ** |
| ** ** | ** ** | 651  Notre-Dame Street West, 3rd floor, Montréal, Quebec, H3C 1J1, Canada                                                                                                                                                                                    | ** ** | ** ** |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        | ** ** | ** ** |
| ** ** | ** ** | Loi constitutive  de la personne morale agissant à titre de fondateur                                                                                                                                                                                        | ** ** | ** ** |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        | ** ** | **Signature of founder or the  person** |
| ** ** | ** ** | Loi canadienne  sur les sociétés par actions                                                                                                                                                                                                            | ** ** | **authorized by the legal person** |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        | ** ** | ** ** |
| ** ** | ** ** | Last  and first names **or**name of  the legal person acting in the quality of founder                                                                                                                                                                            | ** ** | ** ** |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        | ** ** | ** ** |
| ** ** | ** ** | Street  and no., apartment/suite, city/province, postal code and country                                                                                                                                                                                          | ** ** | **Signature of founder or the  person** |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        | ** ** | **authorized by the legal person** |
| ** ** | ** ** | Constituting  act of the legal person acting in the quality of founder                                                                                                                                                                                            | ** ** | ** ** |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                        | ** ** | ** ** |
|            |            |                                                                                                                                                                                                                                                                   |  |  |  |

 
|                        |   | For articles of continuance only:                                                                                                                                                                                                                                                                |   |   |   |
|-----------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|
|                        |   |         Signature  of authorized director                                                                                                                                                                                                                |
|                        |   |                                                                                                                                                                                                                                                                                             |
| Do  not write in this space |   | If the space provided is not sufficient,  include an appendix, in two copies, identifying the corresponding section. If  necessary, number the pages.

**Sign the two copies of this form and remit them,  accompanied by the documents and the required payment.**

** **

**Do not fax.** |

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| Ministére  du Revenu | LE-50.0.11.03-T (2008-10) |
|---------------------------|---------------------------|

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[Translation]

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**SCHEDULE A**SHARE CAPITAL

 

The unlimitedshare capital of the Company shall consist of seven (7) classes of shares,which shall carry the following rights:

 

**A)****                                  ****CLASS “A”COMMON SHARES:** The number of Class “A” Shares is unlimited, and the considerationpaid into the subdivision of the issued and paid-up share capital accountrelating to such shares is also unlimited; Class “A” Shares shall have nopar value and shall carry the following rights, privileges, conditions andrestrictions:

 

**1)****                                              ****Dividend andParticipation.**Subject to the rights and privileges conferred by the other classes ofshares, the holders of Class “A” Shares shall be entitled to:

 

a)                                      participate in the property,profits and surplus assets of the Company and, to that end, receive anydividend declared by the Company, the amount, timing and terms of payment ofwhich are at the sole discretion of the Board of Directors; and

 

b)                                     share in the remaining propertyof the Company upon liquidation or winding-up, whether or not voluntary,dissolution or any other distribution of the property of the Company.

 

**2)****                                              ****Restriction.** In addition to therestrictions set forth in Sections 123.70 and 123.56 of the *Companies Act*, the Company may neither paya dividend on Class “A” Shares nor purchase any such shares by privateagreement if, as a result thereof, the book value of the net assets of theCompany would be insufficient to redeem the Class “B,” “C,” “D,” “E,” “F”and “G” Shares.

 

**3)****                                              ****Voting Right.**The holders of Class “A”Shares shall be entitled to receive notice of, attend and vote at meetings ofshareholders of the Company, except meetings at which only the holders ofanother class of shares are entitled to vote, and each Class “A” Shareshall entitle the holder thereof to one (1) vote.

 

**B)****                                  ****CLASS “B”PREFERRED SHARES:** The number of Class “B” Shares is unlimited, and the considerationpaid into the subdivision of the issued and paid-up share capital accountrelating to such shares is also unlimited; Class “B” Shares shall have nopar value and shall carry the following rights, privileges, conditions and restrictions:

 

**1)****                                    ****Ranking of Class “B”Preferred Shares.**Class “B” Preferred Shares shall have priority over the Common Sharesand the Class “C,” “D,” “E,” and “F” Preferred Shares, but not over the Class “G”Preferred Shares with respect to the order of payment of dividends and thedistribution of the assets of the Company in the event 

 

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of the liquidation,winding-up or dissolution of the Company, whether or not voluntary, or anyother distribution of the assets of the Company among its shareholders for thepurpose of winding up its affairs.

 

**2)****                                    ****Right toDividends.**Theholders of Class “B” Shares shall be entitled to receive, every year, insuch manner and at such time as the Board of Directors may declare, anon-cumulative dividend at the fixed rate of 1% per month, calculated on theredemption price of the Class “B” Preferred Shares, payable in cash,property or through the issuance of fully paid shares of any class of theCompany.

 

**3)****                                    ****Repayment.** If, for any reason, includingin the event of dissolution or liquidation or winding-up of the Company,whether or not voluntary, some or all of the assets of the Company aredistributed among the shareholders, each holder of Class “B” Shares shallbe entitled to repayment of the amount paid for the Class “B” Shares intothe subdivision of the issued and paid-up share capital account relating to theClass “B” Shares.

 

4)                                      **No Voting Right.** Subject to the provisions of the Act or asotherwise expressly provided, the holders of Class “B” Shares shall not beentitled to receive notice of, attend or vote at the meeting of shareholders ofthe Company.

 

**5)****                                    ****RedemptionRight.**TheCompany shall be entitled, at its discretion, subject to the provisions of the *Companies Act*in this regard, to redeem atany time all or from time to time part of the Class “B” Shares thenoutstanding upon giving notice to that effect, on payment to the holders of theClass “B” Shares of an aggregate redemption price equal to theconsideration received by the Company at the time the Class “B” Shareswere issued.

 

The Company shall, atleast one (1) business day prior to the date fixed for redemption (the“Redemption Date”), give written notice, to each then registered holder of Class “B”Shares, of the Company’s intention to redeem such shares. Such notice shall setout the date and place at which the redemption is to take place and wherepayment is to occur and, in the case of partial redemption, the number ofshares of each such holder of Class “B” Shares to be redeemed. If noticeof redemption is given as aforesaid and an amount sufficient to redeem the Class “B”Shares called for redemption is deposited with the Company’s bankers or at anyother place specified in the notice, on or before the Redemption Date, theholders of Class “B” Shares shall, after the Redemption Date, no longerhave any right in or against the Company, except the right to receive paymentof the Redemption Price and any accrued but unpaid dividends on such Class “B”Shares being redeemed, upon presentation and surrender of the certificatesrepresenting such number of shares to be redeemed.

 

**6)****                                    ****RetractionRight.**Subjectto paragraph two of Section 123.54 of the *CompaniesAct*, each holder of Class “B” Shares shall be entitled, at anytime and at such holder’s discretion, upon written notice, to require theCompany to redeem all 

 

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or part of suchholder’s shares at a price equal to the “Redemption Value,” as described below,plus the amount of dividends declared but unpaid, if any, on the Class “B”Shares.

 

*a) Redemption Value*

* *

The “Redemption Value”of each share corresponds to the amount paid for such share into thesubdivision of the issued and paid-up share capital account relating to the Class “B”Shares, plus a premium equal to the amount by which the fair market value ofthe consideration received by the Company at the time such Class “B” Sharewas issued exceeds the total of:

 

(i)                                     the amount paid for such shareinto the subdivision of the issued and paid-up share capital account relatingto the Class “B” Shares; and

 

(ii)                                  the fair market value of anyproperty, other than a Class “B” Share, given by the Company in payment ofsuch consideration.

 

*b) Determination of Fair MarketValue of the Consideration*

* *

Upon issuance of the Class “B”Shares, the Company and each subscriber of Class “B” Shares shalldetermine, by mutual consent and in good faith, based on a method deemed fairand reasonable, the fair market value of each of the assets that form part ofthe consideration received by the Company at the time the Class “B” Sharesare issued.

 

*c) Adjustment of the Premium in Case of aDisagreement with the Department of Revenue*

* *

In the event of adisagreement with the federal or provincial department of revenue, or both,with respect to the appraisal of the fair market value of one or more of theassets that form part of the consideration received by the Company at the timethe Class “B” Shares are issued, the appraisal by such department shallprevail. The amount of the premium relating to the redemption of the Class “B”Shares shall be adjusted accordingly if the department in question provides theCompany and each holder of Class “B” Shares, or, where all of the sharesare redeemed, the Company and each former holder of Class “B” Shares, withthe opportunity to contest the appraisal with the department or before thecourts. Where the federal and provincial appraisals differ, the amount of thepremium shall be equal to the lower appraisal established in accordance with anuncontested assessment or another final judgment, as the case may be.

* *

If, before theRedemption Value provided for in the foregoing sentence is adjusted, theCompany pays, in cash or any other form of consideration, to a holder of Class “B”Shares, in connection with a redemption, retraction or purchase of Class “B”Shares, a sum for the Class “B” Shares that differs from the adjustedRedemption Value, the holder or the Company, as the 

 

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case may be, shallimmediately pay to the holder or the Company, as the case may be, thedifference between the amount paid in connection with the redemption,retraction or purchase and the adjusted Redemption Value. Moreover, if, at thetime of the adjustment, dividends have already been declared and paid on the Class “B”Shares, such dividends shall be adjusted so as to reflect the adjustment of theRedemption Value.

 

**7)****                                    ****Right toPurchase by Private Agreement.** Subject to Section 123.56 of the *Companies Act*, the Company may, at anytime, without giving notice and without taking into consideration the otherclasses of shares, purchase by private agreement and at the best possible priceall or part of the issued and outstanding Class “B” Shares. However, suchpurchase price shall never exceed the Redemption Value mentioned above or thebook value of the net assets of the Company.

 

**C)****                                  ****CLASS “C”PREFERRED SHARES:** The number of Class “C” Shares is unlimited, and the considerationpaid into the subdivision of the issued and paid-up share capital accountrelating to such shares is also unlimited; Class “C” Shares shall have nopar value and shall carry the following rights, privileges, conditions andrestrictions:

 

**1)****                                    ****Ranking of Class “C”Preferred Shares.**Class “C” Preferred Shares shall have priority over the Common Sharesand the Class “D,” “E” and “F” Preferred Shares, but not over the Class “B”and “G” Preferred Shares with respect to the order of payment of dividends andthe distribution of the assets of the Company in the event of the liquidation,winding-up or dissolution of the Company, whether or not voluntary, or anyother distribution of the assets of the Company among its shareholders for thepurpose of winding up its affairs.

 

**2)****                                    ****Right toDividends.**Theholders of Class “C” Shares shall be entitled to receive, every year, insuch manner and at such time as the Board of Directors may declare, anon-cumulative dividend at the fixed rate of 1% per month, calculated on theredemption price of the Class “C” Preferred Shares, payable in cash,property or through the issuance of fully paid shares of any class of theCompany.

 

**3)****                                    ****Repayment.** If, for any reason, includingin the event of dissolution or liquidation or winding-up of the Company, whetheror not voluntary, some or all of the assets of the Company are distributedamong the shareholders, each holder of Class “C” Shares shall be entitledto repayment of the amount paid for the Class “C” Shares into thesubdivision of the issued and paid-up share capital account relating to the Class “C”Shares.

 

**4)****                                    ****No VotingRight.** Subjectto the provisions of the Act or as otherwise expressly provided, the holders ofClass “C” Shares shall not be entitled to receive notice of, attend orvote at the meeting of shareholders of the Company.

 

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**5)****                                    ****RedemptionRight.**TheCompany shall be entitled, at its discretion, subject to the provisions of the *Companies Act*in this regard, to redeem atany time all or from time to time part of the Class “C” Shares thenoutstanding upon giving notice to that effect, on payment to the holders of theClass “C” Shares of an aggregate redemption price equal to theconsideration received by the Company at the time the Class “C” Shareswere issued.

 

The Company shall, atleast one (1) business day prior to the date fixed for redemption (the“Redemption Date”), give written notice, to each then registered holder of Class “C”Shares, of the Company’s intention to redeem such shares. Such notice shall setout the date and place at which the redemption is to take place and wherepayment is to occur and, in the case of partial redemption, the number ofshares of each such holder of Class “C” Shares to be redeemed. If noticeof redemption is given as aforesaid and an amount sufficient to redeem the Class “C”Shares called for redemption is deposited with the Company’s bankers or at anyother place specified in the notice, on or before the Redemption Date, theholders of Class “C” Shares shall, after the Redemption Date, no longerhave any right in or against the Company, except the right to receive paymentof the Redemption Price and any accrued but unpaid dividends on such Class “C”Shares being redeemed, upon presentation and surrender of the certificatesrepresenting such number of shares to be redeemed.

 

**6)****                                    ****RetractionRight.**Subjectto paragraph two of Section 123.54 of the *CompaniesAct*, each holder of Class “C” Shares shall be entitled, at anytime and at such holder’s discretion, upon written notice, to require theCompany to redeem all or part of such holder’s shares at a price equal to the“Redemption Value,” as described below, plus the amount of dividends declaredbut unpaid, if any, on the Class “C” Shares.

 

*a) Redemption Value*

* *

The “Redemption Value”of each share corresponds to the amount paid for such share into thesubdivision of the issued and paid-up share capital account relating to the Class “C”Shares, plus a premium equal to the amount by which the fair market value ofthe consideration received by the Company at the time such Class “C” Sharewas issued exceeds the total of:

 

(i)                                     the amount paid for such shareinto the subdivision of the issued and paid-up share capital account relatingto the Class “C” Shares; and

 

(ii)                                  the fair market value of anyproperty, other than a Class “C” Share, given by the Company in payment ofsuch consideration.

 

*b) Determination of Fair MarketValue of the Consideration*

* *

Upon issuance of the Class “C”Shares, the Company and each subscriber of Class “C” Shares shalldetermine, by mutual consent and in good faith, 

 

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based on a methoddeemed fair and reasonable, the fair market value of each of the assets thatform part of the consideration received by the Company at the time the Class “C”Shares are issued.

 

*c) Adjustment of the Premium in Case of aDisagreement with the Department of Revenue*

* *

In the event of adisagreement with the federal or provincial department of revenue, or both,with respect to the appraisal of the fair market value of one or more of theassets that form part of the consideration received by the Company at the timethe Class “C” Shares are issued, the appraisal by such department shallprevail. The amount of the premium relating to the redemption of the Class “C”Shares shall be adjusted accordingly if the department in question provides theCompany and each holder of Class “C” Shares, or, where all of the sharesare redeemed, the Company and each former holder of Class “C” Shares, withthe opportunity to contest the appraisal with the department or before thecourts. Where the federal and provincial appraisals differ, the amount of thepremium shall be equal to the lower appraisal established in accordance with anuncontested assessment or another final judgment, as the case may be.

* *

If, before theRedemption Value provided for in the foregoing sentence is adjusted, theCompany pays, in cash or any other form of consideration, to a holder of Class “C”Shares, in connection with a redemption, retraction or purchase of Class “C”Shares, a sum for the Class “C” Shares that differs from the adjustedRedemption Value, the holder or the Company, as the case may be, shallimmediately pay to the holder or the Company, as the case may be, thedifference between the amount paid in connection with the redemption,retraction or purchase and the adjusted Redemption Value. Moreover, if, at thetime of the adjustment, dividends have already been declared and paid on the Class “C”Shares, such dividends shall be adjusted so as to reflect the adjustment of theRedemption Value.

 

**7)****                                    ****Right toPurchase by Private Agreement.** Subject to Section 123.56 of the *Companies Act*, the Company may, at anytime, without giving notice and without taking into consideration the otherclasses of shares, purchase by private agreement and at the best possible priceall or part of the issued and outstanding Class “C” Shares. However, suchpurchase price shall never exceed the Redemption Value mentioned above or thebook value of the net assets of the Company.

 

**D)****                                  ****CLASS “D”PREFERRED SHARES:** The number of Class “D” Shares is unlimited, and the considerationpaid into the subdivision of the issued and paid-up share capital accountrelating to such shares is also unlimited; Class “D” Shares shall have nopar value and shall carry the following rights, privileges, conditions andrestrictions:

 

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**1)****                                    ****Ranking of Class “D”Preferred Shares.**Class “D” Preferred Shares shall have priority over the Common Sharesand the Class “E” and “F” Preferred Shares, but not over the Class “B,”“C” and “G” Preferred Shares with respect to the order of payment of dividendsand the distribution of the assets of the Company in the event of the liquidation,winding-up or dissolution of the Company, whether or not voluntary, or anyother distribution of the assets of the Company among its shareholders for thepurpose of winding up its affairs.

 

**2)****                                    ****Right toDividends.**Theholders of Class “D” Shares shall be entitled to receive, every year, insuch manner and at such time as the Board of Directors may declare, anon-cumulative dividend at the fixed rate of 1% per month, calculated on theredemption price of the Class “D” Preferred Shares, payable in cash,property or through the issuance of fully paid shares of any class of theCompany.

 

**3)****                                    ****Repayment.** If, for any reason, includingin the event of dissolution or liquidation or winding-up of the Company,whether or not voluntary, some or all of the assets of the Company aredistributed among the shareholders, each holder of Class “D” Shares shallbe entitled to repayment of the amount paid for the Class “D” Shares intothe subdivision of the issued and paid-up share capital account relating to theClass “D” Shares.

 

**4)****                                    ****No VotingRight.** Subjectto the provisions of the Act or as otherwise expressly provided, the holders ofClass “D” Shares shall not be entitled to receive notice of, attend orvote at the meeting of shareholders of the Company.

 

**5)****                                    ****Redemption Right.**The Companyshall be entitled, at its discretion, subject to the provisions of the *Companies Act*in this regard, to redeem atany time all or from time to time part of the Class “D” Shares thenoutstanding upon giving notice to that effect, on payment to the holders of theClass “D” Shares of an aggregate redemption price equal to theconsideration received by the Company at the time the Class “D” Shareswere issued.

 

The Company shall, atleast one (1) business day prior to the date fixed for redemption (the“Redemption Date”), give written notice, to each then registered holder of Class “D”Shares, of the Company’s intention to redeem such shares. Such notice shall setout the date and place at which the redemption is to take place and wherepayment is to occur and, in the case of partial redemption, the number ofshares of each such holder of Class “D” Shares to be redeemed. If noticeof redemption is given as aforesaid and an amount sufficient to redeem the Class “D”Shares called for redemption is deposited with the Company’s bankers or at anyother place specified in the notice, on or before the Redemption Date, theholders of Class “D” Shares shall, after the Redemption Date, no longerhave any right in or against the Company, except the right to receive paymentof the Redemption Price and any accrued but unpaid dividends on such Class “D”Shares being redeemed, upon 

 

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presentation andsurrender of the certificates representing such number of shares to beredeemed.

 

**6)****                                    ****RetractionRight.**Subjectto paragraph two of Section 123.54 of the *CompaniesAct*, each holder of Class “D” Shares shall be entitled, at anytime and at such holder’s discretion, upon written notice, to require theCompany to redeem all or part of such holder’s shares at a price equal to the“Redemption Value,” as described below, plus the amount of dividends declaredbut unpaid, if any, on the Class “D” Shares.

 

*a) Redemption Value*

* *

The “Redemption Value”of each share corresponds to the amount paid for such share into thesubdivision of the issued and paid-up share capital account relating to the Class “D”Shares, plus a premium equal to the amount by which the fair market value ofthe consideration received by the Company at the time such Class “D” Sharewas issued exceeds the total of:

 

(i)                                     the amount paid for such shareinto the subdivision of the issued and paid-up share capital account relatingto the Class “D” Shares; and

 

(ii)                                  the fair market value of anyproperty, other than a Class “D” Share, given by the Company in payment ofsuch consideration.

 

*b) Determination of Fair MarketValue of the Consideration*

* *

Upon issuance of the Class “D”Shares, the Company and each subscriber of Class “D” Shares shalldetermine, by mutual consent and in good faith, based on a method deemed fairand reasonable, the fair market value of each of the assets that form part ofthe consideration received by the Company at the time the Class “D” Sharesare issued.

 

*c) Adjustment of the Premium in Case of aDisagreement with the Department of Revenue*

* *

In the event of adisagreement with the federal or provincial department of revenue, or both,with respect to the appraisal of the fair market value of one or more of theassets that form part of the consideration received by the Company at the timethe Class “D” Shares are issued, the appraisal by such department shallprevail. The amount of the premium relating to the redemption of the Class “D”Shares shall be adjusted accordingly if the department in question provides theCompany and each holder of Class “D” Shares, or, where all of the sharesare redeemed, the Company and each former holder of Class “D” Shares, withthe opportunity to contest the appraisal with the department or before thecourts. Where the federal and provincial appraisals differ, the amount of thepremium shall be equal to the lower appraisal established in accordance with anuncontested assessment or another final judgment, as the case may be.

 

8

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If, before theRedemption Value provided for in the foregoing sentence is adjusted, theCompany pays, in cash or any other form of consideration, to a holder of Class “D”Shares, in connection with a redemption, retraction or purchase of Class “D”Shares, a sum for the Class “D” Shares that differs from the adjustedRedemption Value, the holder or the Company, as the case may be, shallimmediately pay to the holder or the Company, as the case may be, thedifference between the amount paid in connection with the redemption,retraction or purchase and the adjusted Redemption Value. Moreover, if, at thetime of the adjustment, dividends have already been declared and paid on the Class “D”Shares, such dividends shall be adjusted so as to reflect the adjustment of theRedemption Value.

 

**7)****                                    ****Right toPurchase by Private Agreement.** Subject to Section 123.56 of the *Companies Act*, the Company may, at anytime, without giving notice and without taking into consideration the otherclasses of shares, purchase by private agreement and at the best possible priceall or part of the issued and outstanding Class “D” Shares. However, suchpurchase price shall never exceed the Redemption Value mentioned above or thebook value of the net assets of the Company.

 

**E)****                                    ****CLASS “E”PREFERRED SHARES:** The number of Class “E” Shares is unlimited, and the considerationpaid into the subdivision of the issued and paid-up share capital accountrelating to such shares is also unlimited; Class “E” Shares shall have nopar value and shall carry the following rights, privileges, conditions andrestrictions:

 

**1)****                                    ****Ranking of Class “E”Preferred Shares.**Class “E” Preferred Shares shall have priority over the Common Sharesand the Class “F” Preferred Shares, but not over the Class “B,” “C,”“D” and “G” Preferred Shares with respect to the order of payment of dividendsand the distribution of the assets of the Company in the event of theliquidation, winding-up or dissolution of the Company, whether or notvoluntary, or any other distribution of the assets of the Company among itsshareholders for the purpose of winding up its affairs.

 

**2)****                                    ****Right toDividends.**Theholders of Class “E” Shares shall be entitled to receive, every year, insuch manner and at such time as the Board of Directors may declare, anon-cumulative dividend at the fixed rate of 1% per month, calculated on theredemption price of the Class “E” Preferred Shares, payable in cash,property or through the issuance of fully paid shares of any class of theCompany.

 

**3)****                                    ****Repayment.** If, for any reason, includingin the event of dissolution or liquidation or winding-up of the Company,whether or not voluntary, some or all of the assets of the Company aredistributed among the shareholders, each holder of Class “E” Shares shallbe entitled to repayment of the amount paid for the Class “E” Shares intothe subdivision of the issued and paid-up share capital account relating to theClass “E” Shares.

 

9

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**4)            No Voting Right.** Subject to the provisions ofthe Act or as otherwise expressly provided, the holders of Class “E”Shares shall not be entitled to receive notice of, attend or vote at themeeting of shareholders of the Company.

 

**5)            Redemption Right.**The Company shall be entitled,at its discretion, subject to the provisions of the *Companies Act*in this regard, to redeem at any time all orfrom time to time part of the Class “E” Shares then outstanding upongiving notice to that effect, on payment to the holders of the Class “E”Shares of an aggregate redemption price equal to the consideration received bythe Company at the time the Class “E” Shares were issued.

 

The Company shall, atleast one (1) business day prior to the date fixed for redemption (the “RedemptionDate”), give written notice, to each then registered holder of Class “E”Shares, of the Company’s intention to redeem such shares. Such notice shall setout the date and place at which the redemption is to take place and wherepayment is to occur and, in the case of partial redemption, the number ofshares of each such holder of Class “E” Shares to be redeemed. If noticeof redemption is given as aforesaid and an amount sufficient to redeem the Class “E”Shares called for redemption is deposited with the Company’s bankers or at anyother place specified in the notice, on or before the Redemption Date, theholders of Class “E” Shares shall, after the Redemption Date, no longerhave any right in or against the Company, except the right to receive paymentof the Redemption Price and any accrued but unpaid dividends on such Class “E”Shares being redeemed, upon presentation and surrender of the certificatesrepresenting such number of shares to be redeemed.

 

**6)            Retraction Right.**Subject to paragraph two of Section 123.54of the *Companies Act*, each holderof Class “E” Shares shall be entitled, at any time and at such holder’sdiscretion, upon written notice, to require the Company to redeem all or partof such holder’s shares at a price equal to the “Redemption Value,” asdescribed below, plus the amount of dividends declared but unpaid, if any, onthe Class “E” Shares.

 

*a) Redemption Value*

* *

The “Redemption Value”of each share corresponds to the amount paid for such share into thesubdivision of the issued and paid-up share capital account relating to the Class “E”Shares, plus a premium equal to the amount by which the fair market value ofthe consideration received by the Company at the time such Class “E” Sharewas issued exceeds the total of:

 

(i)            the amount paid for such share intothe subdivision of the issued and paid-up share capital account relating to theClass “E” Shares; and

 

(ii)           the fair market value of anyproperty, other than a Class “E” Share, given by the Company in payment ofsuch consideration.

 

10

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* *

*b) Determination of Fair MarketValue of the Consideration*

* *

Upon issuance of the Class “E”Shares, the Company and each subscriber of Class “E” Shares shalldetermine, by mutual consent and in good faith, based on a method deemed fairand reasonable, the fair market value of each of the assets that form part ofthe consideration received by the Company at the time the Class “E” Sharesare issued.

 

*c) Adjustment of the Premium in Case of a Disagreementwith the Department of Revenue*

* *

In the event of adisagreement with the federal or provincial department of revenue, or both,with respect to the appraisal of the fair market value of one or more of theassets that form part of the consideration received by the Company at the timethe Class “E” Shares are issued, the appraisal by such department shallprevail. The amount of the premium relating to the redemption of the Class “E”Shares shall be adjusted accordingly if the department in question provides theCompany and each holder of Class “E” Shares, or, where all of the sharesare redeemed, the Company and each former holder of Class “E” Shares, withthe opportunity to contest the appraisal with the department or before thecourts. Where the federal and provincial appraisals differ, the amount of thepremium shall be equal to the lower appraisal established in accordance with anuncontested assessment or another final judgment, as the case may be.

* *

If, before theRedemption Value provided for in the foregoing sentence is adjusted, theCompany pays, in cash or any other form of consideration, to a holder of Class “E”Shares, in connection with a redemption, retraction or purchase of Class “E”Shares, a sum for the Class “E” Shares that differs from the adjustedRedemption Value, the holder or the Company, as the case may be, shallimmediately pay to the holder or the Company, as the case may be, thedifference between the amount paid in connection with the redemption,retraction or purchase and the adjusted Redemption Value. Moreover, if, at thetime of the adjustment, dividends have already been declared and paid on the Class “E”Shares, such dividends shall be adjusted so as to reflect the adjustment of theRedemption Value.

 

**7)            Right to Purchase by PrivateAgreement.** Subject to Section 123.56 of the *Companies Act*, the Company may, at anytime, without giving notice and without taking into consideration the otherclasses of shares, purchase by private agreement and at the best possible priceall or part of the issued and outstanding Class “E” Shares. However, suchpurchase price shall never exceed the Redemption Value mentioned above or thebook value of the net assets of the Company.

 

**F)            CLASS “F” PREFERRED SHARES:** The number of Class “F”Shares is unlimited, and the consideration paid into the subdivision of theissued and paid-up share capital account relating to such shares is alsounlimited; Class “F” 

 

11

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Shares shall have nopar value and shall carry the following rights, privileges, conditions andrestrictions:

 

**1)            Ranking of Class “F” PreferredShares.**Class “F” Preferred Shares shall have priority over theCommon Shares, but not over the Class “B,” “C,” “D,” “E” and “G” PreferredShares with respect to the order of payment of dividends and the distributionof the assets of the Company in the event of the liquidation, winding-up ordissolution of the Company, whether or not voluntary, or any other distributionof the assets of the Company among its shareholders for the purpose ofwinding up its affairs.

 

**2)            Right to Dividends.**The holders of Class “F”Shares shall be entitled to receive, every year, in such manner and at suchtime as the Board of Directors may declare, a non-cumulative dividend at thefixed rate of 1% per month, calculated on the redemption price of the Class “F”Preferred Shares, payable in cash, property or through the issuance of fullypaid shares of any class of the Company.

 

**3)            Repayment.** If, for any reason, includingin the event of dissolution or liquidation or winding-up of the Company,whether or not voluntary, some or all of the assets of the Company aredistributed among the shareholders, each holder of Class “F” Shares shallbe entitled to repayment of the amount paid for the Class “F” Shares intothe subdivision of the issued and paid-up share capital account relating to theClass “F” Shares.

 

**4)            No Voting Right.** Subject to the provisions ofthe Act or as otherwise expressly provided, the holders of Class “F”Shares shall not be entitled to receive notice of, attend or vote at themeeting of shareholders of the Company.

 

**5)            Redemption Right.**The Company shall be entitled,at its discretion, subject to the provisions of the *Companies Act*in this regard, to redeem at any time all orfrom time to time part of the Class “F” Shares then outstanding upongiving notice to that effect, on payment to the holders of the Class “F”Shares of an aggregate redemption price equal to the consideration received bythe Company at the time the Class “F” Shares were issued.

 

The Company shall, atleast one (1) business day prior to the date fixed for redemption (the “RedemptionDate”), give written notice, to each then registered holder of Class “F”Shares, of the Company’s intention to redeem such shares. Such notice shall setout the date and place at which the redemption is to take place and wherepayment is to occur and, in the case of partial redemption, the number ofshares of each such holder of Class “F” Shares to be redeemed. If noticeof redemption is given as aforesaid and an amount sufficient to redeem the Class “F”Shares called for redemption is deposited with the Company’s bankers or at anyother place specified in the notice, on or before the Redemption Date, theholders of Class “F” Shares shall, after the Redemption Date, no longerhave any right in or against the Company, except the right to receive paymentof the Redemption Price and any 

 

12

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accrued but unpaiddividends on such Class “F” Shares being redeemed, upon presentation andsurrender of the certificates representing such number of shares to beredeemed.

 

**6)            Retraction Right.**Subject to paragraph two of Section 123.54of the *Companies Act*, each holderof Class “F” Shares shall be entitled, at any time and at such holder’sdiscretion, upon written notice, to require the Company to redeem all or partof such holder’s shares at a price equal to the “Redemption Value,” asdescribed below, plus the amount of dividends declared but unpaid, if any, onthe Class “F” Shares.

 

*a) Redemption Value*

* *

The “Redemption Value”of each share corresponds to the amount paid for such share into thesubdivision of the issued and paid-up share capital account relating to the Class “F”Shares, plus a premium equal to the amount by which the fair market value ofthe consideration received by the Company at the time such Class “F” Sharewas issued exceeds the total of:

 

(i)            the amount paid for such share intothe subdivision of the issued and paid-up share capital account relating to theClass “F” Shares; and

 

(ii)           the fair market value of anyproperty, other than a Class “F” Share, given by the Company in payment ofsuch consideration.

 

*b) Determination of Fair MarketValue of the Consideration*

* *

Upon issuance of the Class “F”Shares, the Company and each subscriber of Class “F” Shares shalldetermine, by mutual consent and in good faith, based on a method deemed fairand reasonable, the fair market value of each of the assets that form part ofthe consideration received by the Company at the time the Class “F” Sharesare issued.

 

*c) Adjustment of the Premium in Case of aDisagreement with the Department of Revenue*

* *

In the event of adisagreement with the federal or provincial department of revenue, or both,with respect to the appraisal of the fair market value of one or more of theassets that form part of the consideration received by the Company at the timethe Class “F” Shares are issued, the appraisal by such department shallprevail. The amount of the premium relating to the redemption of the Class “F”Shares shall be adjusted accordingly if the department in question provides theCompany and each holder of Class “F” Shares, or, where all of the sharesare redeemed, the Company and each former holder of Class “F” Shares, withthe opportunity to contest the appraisal with the department or before thecourts. Where the federal and provincial appraisals differ, the amount of thepremium shall be equal to 

 

13

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the lower appraisalestablished in accordance with an uncontested assessment or another finaljudgment, as the case may be.

* *

If, before theRedemption Value provided for in the foregoing sentence is adjusted, theCompany pays, in cash or any other form of consideration, to a holder of Class “F”Shares, in connection with a redemption, retraction or purchase of Class “F”Shares, a sum for the Class “F” Shares that differs from the adjustedRedemption Value, the holder or the Company, as the case may be, shallimmediately pay to the holder or the Company, as the case may be, thedifference between the amount paid in connection with the redemption,retraction or purchase and the adjusted Redemption Value. Moreover, if, at thetime of the adjustment, dividends have already been declared and paid on the Class “F”Shares, such dividends shall be adjusted so as to reflect the adjustment of theRedemption Value.

 

**7)            Right to Purchase by PrivateAgreement.** Subject to Section 123.56 of the *Companies Act*, the Company may, at anytime, without giving notice and without taking into consideration the otherclasses of shares, purchase by private agreement and at the best possible priceall or part of the issued and outstanding Class “F” Shares. However, suchpurchase price shall never exceed the Redemption Value mentioned above or thebook value of the net assets of the Company.

 

# **G)            CLASS “G”PREFERRED SHARES**

#  

The number of Class “G”Shares is unlimited, and the consideration paid into the subdivision of theissued and paid-up share capital account relating to such shares is alsounlimited. Class “G” Shares shall have no par value and shall carry thefollowing rights, privileges, conditions and restrictions:

 

**1)            Ranking of Class “G” PreferredShares.**Class “G” Preferred Shares shall have priority over theCommon Shares and the other shares of the Company with respect to the order ofpayment of dividends and the distribution of the assets of the Company in theevent of the liquidation or dissolution of the Company, whether or notvoluntary, or any other distribution of the assets of the Company among itsshareholders for the purpose of winding up its affairs.

 

**2)            Right to Dividends**. The holders of record of the Class “G”Shares shall be entitled to receive, in each fiscal year of the Company, afixed cumulative preferential dividend at the rate of 11.25% per annum pershare, calculated daily on the Redemption Price (as defined below) of the Class “G”Shares. Such dividends shall be cumulative from the respective date of issue ofeach Class “G” Share.

 

For greater certainty,it is hereby declared that (a) wherever it is used in this Section 2,the expression “dividend at the rate of 11.25% per annum per share” shall mean,with respect to the Class “G” Shares, a dividend calculated at such ratefor at least the number of days during which such share was outstanding in thefiscal year with respect to which the calculation is being made and (b) nothingherein contained 

 

14

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or implied shallrequire prorating of dividends with respect to any share not outstanding duringthe entire period for or with respect to which such dividends are accrued.However, the directors of the Company may, at their discretion, proratedividends with respect to any share not outstanding for the entire period foror with respect to which dividends are accrued if such right to proratedividends was reserved by the Company at the time such shares were issued.

 

All dividends declaredon the Class “G” Shares shall be payable semi-annually on a cumulativebasis on the 20th day of the months of June and December inevery year, at such place as the directors of the Company may determine, incash or by certified cheque, bank draft or wire transfer, provided that, inrespect of any payment of dividends denominated in a currency other thanCanadian dollars, the applicable exchange rate shall be that published by theBank of Canada in effect on the date of payment.

 

The holders of Class “G”Shares shall be entitled to receive only the aforementioned dividends. Nodividends may be paid on any shares ranking junior to the Class “G”Shares, unless all dividends that have become payable on the Class “G”Shares have been paid or set aside for payment.

 

**3)            Liquidation or Winding-Up**. In the event of theliquidation, winding-up, dissolution or reorganization of the Company or anyother distribution of its assets among its shareholders for the purpose ofwinding up its affairs, whether voluntarily or involuntarily, the holders of Class “G”Shares shall be entitled to receive, in preference to the holders of any otherclass of shares of the Company, an amount equal to the Redemption Price (asdefined below) for each Class “G” Share held and any accrued but unpaiddividends on such shares.

 

**4)            No Voting Right**. The holders of Class “G”Shares shall not be entitled to receive notice of, attend or vote at themeetings of shareholders of the Company, unless the Company has failed to payeight (8) semi-annual dividends on the Class “G” Shares, whether ornot consecutive. In that event and only so long as the said dividends remain inarrears, the holders of Class “G” Shares shall be entitled to receivenotice of, attend and vote at the meetings of shareholders of the Company,except meetings at which only the holders of another specified series or classof shares are entitled to vote. At each such meeting, each Class “G” Shareshall entitle the holder thereof to one (1) vote.

 

**5)            Redemption Right**. The Company shall beentitled, at its discretion, subject to the provisions of the Act in thisregard, to redeem at any time all or part of the Class “G” Shares thenoutstanding upon giving notice as hereinafter provided, on payment to theholders of the Class “G” Shares of an aggregate amount equal to theRedemption Price (as defined below) and any accrued but unpaid dividends onsuch Class “G” Shares being redeemed. In the case of partial redemption,the Class “G” Shares to be redeemed shall be selected *pro rata*among the holders of all Class “G”Shares then outstanding, except that, with the consent of all the holders of Class “G”Shares, the shares to be redeemed may be selected in another manner.

 

15

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The Company shall, atleast one (1) business day prior to the date fixed for redemption (the “RedemptionDate”), give written notice, to each then registered holder of Class “G”Shares, of the Company’s intention to redeem such shares. Such notice shall setout the date and the place at which the redemption is to take place and wherepayment is to occur and, in the case of partial redemption, the number ofshares to be redeemed from each such holder of Class “G” Shares. If noticeof redemption is given as aforesaid and an amount sufficient to redeem the Class “G”Shares called for redemption is deposited with the Company’s bankers or at anyother place or places specified in the notice, on or before the RedemptionDate, the holders of Class “G” Shares shall, after the Redemption Date, nolonger have any right in or against the Company, except the right to receivepayment of the Redemption Price and any accrued but unpaid dividends on such Class “G”Shares being redeemed, upon presentation and surrender of the certificatesrepresenting such number of shares to be redeemed.

 

**6)            Retraction Right**. Each holder of Class “G”Shares shall be entitled, at such holder’s discretion, upon prior writtennotice of no less than one (1) business day to the Company, to require theCompany to redeem all or part of such holder’s Class “G” Shares for anaggregate amount equal to the Redemption Price (as defined below) and anyaccrued but unpaid dividends on such shares, payable, subject to the provisionsof the Act in this regard, upon presentation and surrender by such holder of Class “G”Shares of the certificates representing the number of Class “G” Shares tobe redeemed (the date on which such presentation and surrender occur being the “RetractionDate”). As of the Retraction Date, the Class “G” Shares shall beconsidered redeemed, and the Company shall pay to such holder of Class “G”Shares the Redemption Price (as defined below) and any accrued but unpaiddividends on such shares. In the event the Company is unable to pay theRedemption Price of the Class “G” Shares on the Retraction Date, it shallforthwith give the holder of Class “G” Shares written notice thereof.

 

**7)            Redemption Price**. The Redemption Price of the Class “G”Shares shall be an amount equal to $1,000 per Class “G” Share beingredeemed. The Redemption Price may be paid in cash, or by certified cheque,bank draft or wire transfer, or by the delivery of assets having equivalentvalue, provided that in respect of any such payment denominated in a currencyother than Canadian dollars, for the purposes of this Section (7), theapplicable exchange rate shall be that published by the Bank of Canada ineffect on the date of payment.

 
| End of Share Capital |   |
|----------------------|--------|

 

16

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** **

[Translation]

*** ***

**SCHEDULE B**

RESTRICTIONS ONTHE TRANSFER OF SHARES

 

No shares of capital stock of theCompany shall be transferred without the approval of the Board of Directors asevidenced by a valid resolution.  Suchapproval may be given after the transfer of shares has been registered in theBook of the Company, in which case, the transfer is valid and shall come intoforce on the date of its registration.

 

17

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** **

[Translation]

*** ***

**SCHEDULE C**

OTHER PROVISIONS

 

**1.             RESTRICTIONS ON THE TRANSFER OF SECURITIES**

** **

As long as the Company shall have the statusof a « private issuer » as defined in *Regulation45-106 on Prospectus and Registration Exemptions*, all transfers ofsecurities of the Company (other than shares and non-convertible debtsecurities) shall be subject to the consent of the Board of Directors of theCompany as evidenced by a valid resolution.

 

**2.             COMPANY’S BORROWING POWERS**

** **

Without in any way limiting the Corporation’spowers, the Board of directors may without the consent of the shareholders:

 
| (a) |   | borrow money upon credit of the Company;                                                                                                            |
|-----|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) |   | issue debentures or other securities of the  Company, and pledge or sell the same for such sums and at such prices as may  be deemed expedient; and |
| (c) |   | hypothecate the immoveable and moveable or  otherwise affect the moveable property of the Company.                                                  |

 

18

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[Translation]

 
| *Registraire*     | ** ** | * *                                          |
|-------------------|------------|---------------------------------------------------|
| *des entreprises* | ** ** | **Notice Establishing the**                       |
| **QUÉBEC**   | ** ** | **Address of the Head Office  List of Directors** |
| ** **        | ** ** | ** **                                        |
| ** **        | ** ** | *Companies Act* (R.S.Q., c. C-38, Part IA)   |
| ** **        | ** ** | ** **                                        |

 
| **1.**     | ** ** | **Identification****–**Enter the company name. Leave blank if you are  applying for a designating number rather than a name (numbered company). |
|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                           |
| ** ** | ** ** | 9193-2962  QUÉBEC INC.                                                                                                                          |

** **

**COMPLETETHE APPROPRIATE SECTIONS**

** **
| **2.**     | ** ** | **Head office address –******Notice is hereby  given that the address of the company head office, within the limits of the  judicial district indicated in the articles, is as follows: |
|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                   |
| ** ** | ** ** | No.                                                                                                                                                                                          | ** ** | Street | Apt./office |
| ** ** | ** ** |                                                                                                                                                                                         | ** ** |   | ** ** |
| ** ** | ** ** | 612                                                                                                                                                                                          | ** ** | Saint-Jacques | ** ** |
| ** ** | ** ** |                                                                                                                                                                                         | ** ** |   |   |
| ** ** | ** ** | Municipality/city                                                                                                                                                                            | Province | Postal  code |
| ** ** | ** ** |                                                                                                                                                                                         |   |   |
| ** ** | ** ** | Montréal                                                                                                                                                                                | Québec | H | 3 | C | 4 | M | 8 |
|            |            |                                                                                                                                                                                              |  |  |  |  |  |  |  |  |  |

 
| **3.** | ** ** | **List of directors –**Enter the full name and address of all  directors. |
|--------|------------|--------------------------------------------------------------------------------|

 
| ** ** | ** ** | 1.                | ** **     | Last  Name and first name   | No.          | ** ** | Street         | ** ** | ** ** | Apartment/suite |
|------------|------------|-------------------|----------------|-----------------------------|--------------|------------|----------------|------------|------------|-----------------|
| ** ** | ** ** |              | ** **     |                        |         | ** ** |           | ** ** | ** ** |            |
| ** ** | ** ** |              | ** **     | Péladeau,  Pierre-Karl | 6150         | ** ** | du  Boisé | ** ** | ** ** | PH-L            |
| ** ** | ** ** |              | ** **     |                        | ** **   |       | ** **     | ** ** |       |
| ** ** | ** ** | Municipality/city | Province/state | ** **                  | Postal  Code | ** ** | Country        |       |
| ** ** | ** ** |              |           | ** **                  |         | ** ** | ** **     |       |
| ** ** | ** ** | Montréal     | Quebec         | ** **                  | H            | 3          | S              | 2          | V          | 2               | ** ** | Canada |   |
| ** ** | ** ** | 2.                | ** **     | Last  Name and first name   | No.          | ** ** | Street         | ** ** | ** ** | Apartment/suite |
| ** ** | ** ** |              | ** **     |                        |         | ** ** |           | ** ** | ** ** |            |
| ** ** | ** ** |              | ** **     | Morin,  Louis               | 26           | ** ** | des  Lilas     | ** ** | ** ** | ** **      |
| ** ** | ** ** |              | ** **     |                        | ** **   |       | ** **     | ** ** |       |
| ** ** | ** ** | Municipality/city | Province/state | ** **                  | Postal  Code | ** ** | Country        |       |
| ** ** | ** ** |              |           | ** **                  |         | ** ** | ** **     |       |
| ** ** | ** ** | Kirkland          | Quebec         | ** **                  | H            | 9          | J              | 4          | A          | 7               | ** ** | ** ** |   |
| ** ** | ** ** | 3.                | ** **     | Last  Name and first name   | No.          | ** ** | Street         | ** ** | ** ** | Apartment/suite |
| ** ** | ** ** |              | ** **     |                        | ** **   |       | ** **     | ** ** |       |
| ** ** | ** ** | Municipality/city | Province/state | ** **                  | Postal  Code | ** ** | Country        |       |
| ** ** | ** ** |              |           | ** **                  |         | ** ** | ** **     |       |
| ** ** | ** ** |              |           | ** **                  |         |       |           |       |       |            | ** ** | ** ** |   |
| ** ** | ** ** | 4.                | ** **     | Last  Name and first name   | No.          | ** ** | Street         | ** ** | ** ** | Apartment/suite |
| ** ** | ** ** |              | ** **     |                        | ** **   |       | ** **     | ** ** |       |
| ** ** | ** ** | Municipality/city | Province/state | ** **                  | Postal  Code | ** ** | Country        |       |
| ** ** | ** ** |              |           | ** **                  |         | ** ** | ** **     |       |
| ** ** | ** ** |              |           | ** **                  |         |       |           |       |       |            | ** ** | ** ** |   |
| ** ** | ** ** | 5.                | ** **     | Last  Name and first name   | No.          | ** ** | Street         | ** ** | ** ** | Apartment/suite |
| ** ** | ** ** |              | ** **     |                        | ** **   |       | ** **     | ** ** |       |
| ** ** | ** ** | Municipality/city | Province/state | ** **                  | Postal  Code | ** ** | Country        |       |
| ** ** | ** ** |              |           | ** **                  |         | ** ** | ** **     |       |
| ** ** | ** ** |              |           | ** **                  |         |       |           |       |       |            | ** ** | ** ** |   |
| ** ** | ** ** | 6.                | ** **     | Last  Name and first name   | No.          | ** ** | Street         | ** ** | ** ** | Apartment/suite |
| ** ** | ** ** |              | ** **     |                        | ** **   |       | ** **     | ** ** |       |
| ** ** | ** ** | Municipality/city | Province/state | ** **                  | Postal  Code | ** ** | Country        |       |
| ** ** | ** ** |              |           | ** **                  |         | ** ** | ** **     |       |
| ** ** | ** ** |              |           | ** **                  |         |       |           |       |       |            | ** ** | ** ** |   |
|            |            |                   |                |                             |              |            |                |            |            |                 |  |  |  |  |  |  |

 
|                        |   |                                                                                                                                                                                                                                                   |   |   |
|-----------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                        |   | **Signature of authorized person**                                                                                                                                                                                                                     |
|                        |   | ** **                                                                                                                                                                                                                                             |
| Do  not write in this space |   | If the space provided is not sufficient,  include an appendix, in two copies,  identifying the corresponding section.   If necessary, number the pages.

**Sign the two copies of this  form and remit them with your articles**

**Do not fax.** |

** **
| Ministére  du Revenu | LE-50.0.11.03-T (2008-10) |
|---------------------------|---------------------------|

 

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