Head Office Relocation 9
Change of Head Office of the Corporation
As a result of certain changes to members of the Board and management of the Corporation, the
Corporation has developed a stronger nexus to Ontario than Quebec. Accordingly, at the Meeting,
Shareholders will be asked to consider, and if deemed advisable, to approve a special resolution
(the “Head Office Change Resolution”) to authorize an amendment to the articles of the Corporation to
modify the location of the head office of the Corporation from Montral, Quebec to Toronto, Ontario (the
“Change of Head Office”).
The Board and management of the Corporation, after careful consideration of a number of factors, has
determined that the Change of Head Office is in the best interests of the Corporation and its Shareholders
and authorized the submission of the Change of Head Office to Shareholders for approval by special
resolution at the Meeting. The Change of Head Office Resolution must be passed, with or without
variation, by at least two-thirds of the votes cast by the Shareholders present in person or by proxy at the
Meeting. Accordingly, at the Meeting, Shareholders will be asked to approve the following special
resolution approving the Change of Head Office:
“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. the head office of the Corporation be changed from Montral, Quebec to Toronto,
Ontario;
2. the articles of the Corporation be amended to reflect the foregoing;
3. the Board be and is authorized to file articles of amendment and all other requisite
documents with all applicable regulatory authorities in order to give effect to the change
of the head office of the Corporation;
4. notwithstanding the passage of this resolution by the shareholders of the Corporation, the
Board may, without any further notice or approval of the shareholders of the Corporation,
decide not to proceed with the change of the head office of the Corporation or to
otherwise give effect to this resolution at any time prior to the change of the head office of
the Corporation becoming effective and may revoke this resolution without further
approval of the shareholders at any time prior to the completion of the transactions
authorized by this resolution; and
5. any one or more of the directors or officers of the Corporation is hereby authorized and
directed, acting for, in the name of and on behalf of the Corporation, to execute or cause
to be executed, under the seal of the Corporation or otherwise, and to deliver or cause to
be delivered, such other documents and instruments, and to do or cause to be done all
such other acts and things, as may in the opinion of such director or officer of the
Corporation be necessary or desirable to carry out the intent of the foregoing resolution,
the execution of any such document or the doing of any such other act or thing by any
director or officer of the Corporation being conclusive evidence of such determination,
provided such actions are carried out within the limit of the law.”
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE HEAD OFFICE
CHANGE RESOLUTION.
PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE HEAD OFFICE
CHANGE RESOLUTION, UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS
OR HER COMMON SHARES ARE TO BE VOTED AGAINST SUCH RESOLUTION.
Election of Directors