EX-3.12 2 q4-2610xkexhibit312.htm EX-3.12
Exhibit 3.12

SCHEDULE I AUTHORIZED CAPITAL
The Corporation is authorized to issue an unlimited number of First Preference Shares and an unlimited number of Common Shares. The rights. privileges, restrictions and conditions attaching to each class is set out below:
1.FIRST PREFERENCE SHARES
1.1 lssuable in Series:
The First Preference shares may, at any time and from time to time. be issued in one or more series, each series to consist of such number of shares as may, before the issue thereof, be ﬁxed by the directors of the Corporation. The directors of the Corporation may, before issuance and subject as hereinafter provided, determine the designation, rights, privileges, restrictions and conditions attaching to the First Preference Shares of each series including, without limiting the generality of the foregoing:
(a)the rate. amount or method of calculation of any dividends, whether cumulative, non-cumulative or partially cumulative, and whether such rate, amount or method of calculation shall be subject to change or adjustment in the future, the currency or currencies of payment, the date or dates and place or places of payment thereof and the date or dates from which any such dividends shall accrue;
(b)any right of redemption and/or purchase and the redemption or purchase prices and terms and conditions of any such right;
(c)any right of retraction vested in the holders of the First Preference Shares of such series and the prices and terms and conditions of any such rights and whether any other rights of retraction may be vested in such holders in the future;
(d)any voting rights;
(e)any conversion rights;
(f)any rights upon dissolution, liquidation of winding-up of the Corporation;
(g)any sinking fund or purchase fund;
(h)any purchase obligation; and
any other provisions attaching to any such series of First Preference Shares.

1.2 Priority:
The First Preference Shares of each series shall, with respect, to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, rank on a parity with the First Preference Shares of every other series and be entitled to preference over the Common Shares and over any other shares of the Corporation ranking junior to the First Preference Shares. In addition to and without limiting the generality of the foregoing. if any amount:
(a)of cumulative dividends, whether or not declared, or declared non-cumulative dividends; or
(b)payable on return of capital in the event of the liquidation, dissolution or winding up of a Corporation.
in respect of shares of a series is not paid in full, the shares of the series shall participate rateably with the shares of all other series of the same class in respect of,
(c)all accumulated cumulative dividends, whether or not declared. and all declared non-cumulative dividends; or
(d)all amounts payable on return of capital in the event of the liquidation, dissolution or winding up of the Corporation.
as the case may be.
2.COMMON SHARES
2.1 The holders of the Common Shares are entitled to receive:
(a)such dividends as the directors in their discretion may declare, regardless of whether dividends are declared on any other class of shares;
(b)the holders of the Common Shares are entitled to receive notice of and to attend all meetings of the shareholders of the Corporation, except meetings at which holders of another speciﬁed class of shares are exclusively entitled to vote, and are entitled to one vote for each Common Share held on all votes taken at such meetings; and
(c)any remaining property of the Corporation on liquidation, dissolution or wind-up of the Corporation, whether voluntary or involuntary, after payment of any amount required to redeem or retract the issued and outstanding First Preference Shares in accordance with the terms of their issuance.

SCHEDULE 2
OTHER PROVISIONS
Authorization to Appoint Additional Directors
The directors may, within the maximum number permitted by the at-toles, appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of the shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders.
Other
The corporation may amend its articles to change the number of common shares of the Corporation, whether issued or unissued, on a two-for-one basis, such that each Common Share will become two Commons Shares.