Item 3 - Shares

SCHEDULE A
SHARE CAPITAL

The unlimited share capital of the Corporation 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 consideration
paid into the subdivision of the issued and paid-up share capital account relating to such shares is also unlimited;
Class “A” Shares shall have no par value and shall carry the following rights, privileges, conditions, and
restrictions:
(1) Dividend and Participation. Subject to the rights and privileges conferred by the other classes of
shares, the holders of Class “A” Shares shall be entitled to:
(a) participate in the property, profits, and surplus assets of the Corporation and, to that end, receive
any dividend declared by the Corporation, the amount, timing, and terms of payment of which are
at the sole discretion of the Board of Directors; and
(b) share in the remaining property of the Corporation upon liquidation or winding-up, whether
voluntary, dissolution or any other distribution of the property of the Corporation.
(2) Restriction. In addition to the restrictions set forth in Sections 42 and 34 of the Corporations Act,
the Corporation may neither pay a dividend on Class “A” Shares nor purchase any such shares by
private agreement if, as a result thereof, the book value of the net assets of the Corporation 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 of shareholders of the Corporation, except meetings at which only the holders of
another class of shares are entitled to vote, and each Class “A” Share shall entitle the holder thereof to
one (1) vote.

(B) CLASS “B” PREFERRED SHARES: The number of Class “B” Shares is unlimited, and the consideration
paid into the subdivision of the issued and paid-up share capital account relating to such shares is also unlimited;
Class “B” Shares shall have no par 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
Shares and 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 the distribution of the assets of the Corporation in the event of
the liquidation, winding-up or dissolution of the Corporation, whether or not voluntary, or any other distribution
of the assets of the Corporation among its shareholders for the purpose of winding up its affairs.

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

(3) Repayment. If, for any reason, including in the event of dissolution or liquidation or winding-up of the
Corporation, whether voluntary, some or all the assets of the Corporation are distributed among the
shareholders, each holder of Class “B” Shares shall be entitled to repayment of the amount paid for the
Class “B” Shares into the subdivision of the issued and paid-up share capital account relating to the Class “B”
Shares.
(4) No Voting Right. Subject to the provisions of the Act or as otherwise expressly provided, the holders of
Class “B” Shares shall not be entitled to receive notice of, attend or vote at the meeting of shareholders of the
Corporation.

(5) Redemption Right. The Corporation shall be entitled, at its discretion, subject to the provisions of
the Corporations Act in this regard, to redeem at any time all or from time-to-time part of the Class “B” Shares
then outstanding upon giving notice to that effect, on payment to the holders of the Class “B” Shares of an
aggregate redemption price equal to the consideration received by the Corporation at the time the Class “B”
Shares were issued.

The Corporation shall, at least 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 Corporation’s intention to
redeem such shares. Such notice shall set out the date and place at which the redemption is to take place and
where payment is to occur and, in the case of partial redemption, the number of shares of each such holder of
Class “B” Shares to be redeemed. If notice of redemption is given as aforesaid and an amount sufficient to
redeem the Class “B” Shares called for redemption is deposited with the Corporation’s bankers or at any other
place specified in the notice, on or before the Redemption Date, the holders of Class “B” Shares shall, after the
Redemption Date, no longer have any right in or against the Corporation, except the right to receive payment of
the Redemption Price and any accrued but unpaid dividends on such Class “B” Shares being redeemed, upon
presentation and surrender of the certificates representing such number of shares to be redeemed.

(6) Retraction Right. Subject to paragraph two of Section 35 of the Corporations Act, each holder of Class “B”
Shares shall be entitled, at any time and at such holder’s discretion, upon written notice, to require the
Corporation to redeem all or part of such holder’s shares at a price equal to the “Redemption Value,” as
described below, plus the number 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 the
subdivision 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 of the consideration received by the
Corporation at the time such Class “B” Share was issued exceeds the total of:
(i) the amount paid for such share into the subdivision of the issued and paid-up share
capital account relating to the Class “B” Shares; and

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(ii) the fair market value of any property, other than a Class “B” Share, given by the
Corporation in payment of such consideration.

(b) Determination of Fair Market Value of the Consideration

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

(c) Adjustment of the Premium in Case of a Disagreement with the Department of Revenue
In the event of a disagreement 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 the assets that form part of the
consideration received by the Corporation at the time the Class “B” Shares are issued, the appraisal by
such department shall prevail. The amount of the premium relating to the redemption of the Class “B”
Shares shall be adjusted accordingly if the department in question provides the Corporation and each
holder of Class “B” Shares, or, where all of the shares are redeemed, the Corporation and each former
holder of Class “B” Shares, with the opportunity to contest the appraisal with the department or before
the courts. Where the federal and provincial appraisals differ, the amount of the premium shall be
equal to the lower appraisal established in accordance with an uncontested assessment or another final
judgment, as the case may be.
If, before the Redemption Value provided for in the foregoing sentence is adjusted, the Corporation
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 adjusted Redemption Value, the holder or the Corporation, as the case may be, shall
immediately pay to the holder or the Corporation, as the case may be, the difference between the
amount paid in connection with the redemption, retraction or purchase and the adjusted Redemption
Value. Moreover, if, at the time of the adjustment, dividends have already been declared and paid on
the Class “B” Shares, such dividends shall be adjusted to reflect the adjustment of the Redemption
Value.

(7) Right to Purchase by Private Agreement. Subject to Section 34 of the Corporations Act, the Corporation
may, at any time, without giving notice and without taking into consideration the other classes of shares,
purchase by private agreement and at the best possible price all or part of the issued and outstanding Class “B”
Shares. However, such purchase price shall never exceed the Redemption Value mentioned above or the book
value of the net assets of the Corporation.

(C) CLASS “C” PREFERRED SHARES: The number of Class “C” Shares is unlimited, and the
consideration paid into the subdivision of the issued and paid-up share capital account relating to such shares is
also unlimited; Class “C” Shares shall have no par value and shall carry the following rights, privileges,
conditions and restrictions:

(1) Ranking of Class “C” Preferred Shares. Class “C” Preferred Shares shall have priority over the Common
Shares and 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 and the distribution of the assets of the Corporation in the
event of the liquidation, winding-up or dissolution of the Corporation, whether or not voluntary, or any other
distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs.

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

(3) Repayment. If, for any reason, including in the event of dissolution or liquidation or winding-up of the
Corporation, whether or not voluntary, some or all of the assets of the Corporation are distributed among the
shareholders, each holder of Class “C” Shares shall be entitled to repayment of the amount paid for the
Class “C” Shares into the subdivision of the issued and paid-up share capital account relating to the Class “C”
Shares.

(4) No Voting Right. Subject to the provisions of the Act or as otherwise expressly provided, the holders of
Class “C” Shares shall not be entitled to receive notice of, attend or vote at the meeting of shareholders of the
Corporation.

(5) Redemption Right. The Corporation shall be entitled, at its discretion, subject to the provisions of
the Corporations Act in this regard, to redeem at any time all or from time-to-time part of the Class “C” Shares
then outstanding upon giving notice to that effect, on payment to the holders of the Class “C” Shares of an
aggregate redemption price equal to the consideration received by the Corporation at the time the Class “C”
Shares were issued.

The Corporation shall, at least 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 Corporation’s intention to
redeem such shares. Such notice shall set out the date and place at which the redemption is to take place and
where payment is to occur and, in the case of partial redemption, the number of shares of each such holder of
Class “C” Shares to be redeemed. If notice of redemption is given as aforesaid and an amount sufficient to
redeem the Class “C” Shares called for redemption is deposited with the Corporation’s bankers or at any other
place specified in the notice, on or before the Redemption Date, the holders of Class “C” Shares shall, after the
Redemption Date, no longer have any right in or against the Corporation, except the right to receive payment of
the Redemption Price and any accrued but unpaid dividends on such Class “C” Shares being redeemed, upon
presentation and surrender of the certificates representing such number of shares to be redeemed.

(6) Retraction Right. Subject to paragraph two of Section 36 of the Corporations Act, each holder of Class “C”
Shares shall be entitled, at any time and at such holder’s discretion, upon written notice, to require the
Corporation to redeem all or part of such holder’s shares at a price equal to the “Redemption Value,” as
described below, plus the number of dividends declared but unpaid, if any, on the Class “C” Shares.

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(a) Redemption Value

The “Redemption Value” of each share corresponds to the amount paid for such share into the
subdivision 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 of the consideration received by the
Corporation at the time such Class “C” Share was issued exceeds the total of:
(i) the amount paid for such share into the subdivision of the issued and paid-up share
capital account relating to the Class “C” Shares; and
(ii) the fair market value of any property, other than a Class “C” Share, given by the
Corporation in payment of such consideration.

(b) Determination of Fair Market Value of the Consideration

Upon issuance of the Class “C” Shares, the Corporation and each subscriber of Class “C” Shares shall
determine, by mutual consent and in good faith, based on a method deemed fair and reasonable, the
fair market value of each of the assets that form part of the consideration received by the Corporation
at the time the Class “C” Shares are issued.

(c) Adjustment of the Premium in Case of a Disagreement with the Department of Revenue
In the event of a disagreement 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 the assets that form part of the
consideration received by the Corporation at the time the Class “C” Shares are issued, the appraisal by
such department shall prevail. The amount of the premium relating to the redemption of the Class “C”
Shares shall be adjusted accordingly if the department in question provides the Corporation and each
holder of Class “C” Shares, or, where all of the shares are redeemed, the Corporation and each former
holder of Class “C” Shares, with the opportunity to contest the appraisal with the department or before
the courts. Where the federal and provincial appraisals differ, the amount of the premium shall be
equal to the lower appraisal established in accordance with an uncontested assessment or another final
judgment.
If, before the Redemption Value provided for in the foregoing sentence is adjusted, the Corporation
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 adjusted Redemption Value, the holder or the Corporation, as the case may be, shall
immediately pay to the holder or the Corporation, as the case may be, the difference between the
amount paid in connection with the redemption, retraction or purchase and the adjusted Redemption
Value. Moreover, if, at the time 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 the
Redemption Value.

(7) Right to Purchase by Private Agreement. Subject to Section 34 of the Corporations Act, the Corporation
may, at any time, without giving notice and without taking into consideration the other classes of shares,
purchase by private agreement and at the best possible price all or part of the issued and outstanding Class “C”
Shares. However, such purchase price shall never exceed the Redemption Value mentioned above or the book
value of the net assets of the Corporation.

(D) CLASS “D” PREFERRED SHARES: The number of Class “D” Shares is unlimited, and the
consideration paid into the subdivision of the issued and paid-up share capital account relating to such shares is
also unlimited; Class “D” Shares shall have no par value and shall carry the following rights, privileges,
conditions and restrictions:

(1) Ranking of Class “D” Preferred Shares. Class “D” Preferred Shares shall have priority over the Common
Shares and 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 dividends and the distribution of the assets of the Corporation in the
event of the liquidation, winding-up or dissolution of the Corporation, whether or not voluntary, or any other
distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs.
 -5-

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

(3) Repayment. If, for any reason, including in the event of dissolution or liquidation or winding-up of the
Corporation, whether voluntary, some or all of the assets of the Corporation are distributed among the
shareholders, each holder of Class “D” Shares shall be entitled to repayment of the amount paid for the
Class “D” Shares into the subdivision of the issued and paid-up share capital account relating to the Class “D”
Shares.

(4) No Voting Right. Subject to the provisions of the Act or as otherwise expressly provided, the holders of
Class “D” Shares shall not be entitled to receive notice of, attend or vote at the meeting of shareholders of the
Corporation.

(5) Redemption Right. The Corporation shall be entitled, at its discretion, subject to the provisions of
the Corporations Act in this regard, to redeem at any time all or from time-to-time part of the Class “D” Shares
then outstanding upon giving notice to that effect, on payment to the holders of the Class “D” Shares of an
aggregate redemption price equal to the consideration received by the Corporation at the time the Class “D”
Shares were issued.

The Corporation shall, at least 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 Corporation’s intention to
redeem such shares. Such notice shall set out the date and place at which the redemption is to take place and
where payment is to occur and, in the case of partial redemption, the number of shares of each such holder of
Class “D” Shares to be redeemed. If notice of redemption is given as aforesaid and an amount sufficient to
redeem the Class “D” Shares called for redemption is deposited with the Corporation’s bankers or at any other
place specified in the notice, on or before the Redemption Date, the holders of Class “D” Shares shall, after the
Redemption Date, no longer have any right in or against the Corporation, except the right to receive payment of
the Redemption Price and any accrued but unpaid dividends on such Class “D” Shares being redeemed, upon
presentation and surrender of the certificates representing such number of shares to be redeemed.

(6) Retraction Right. Subject to paragraph two of Section 36 of the Corporations Act, each holder of Class “D”
Shares shall be entitled, at any time and at such holder’s discretion, upon written notice, to require the
Corporation to redeem all or part of such holder’s shares at a price equal to the “Redemption Value,” as
described below, plus the number of dividends declared but 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 the
subdivision 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 of the consideration received by the
Corporation at the time such Class “D” Share was issued exceeds the total of:
(i) the amount paid for such share into the subdivision of the issued and paid-up share
capital account relating to the Class “D” Shares; and

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(ii) the fair market value of any property, other than a Class “D” Share, given by the
Corporation in payment of such consideration.

(b) Determination of Fair Market Value of the Consideration

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

(c) Adjustment of the Premium in Case of a Disagreement with the Department of Revenue
 In the event of a disagreement 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 the assets that form part of the
consideration received by the Corporation at the time the Class “D” Shares are issued, the appraisal by
such department shall prevail. The amount of the premium relating to the redemption of the Class “D”
Shares shall be adjusted accordingly if the department in question provides the Corporation and each
holder of Class “D” Shares, or, where all of the shares are redeemed, the Corporation and each former
holder of Class “D” Shares, with the opportunity to contest the appraisal with the department or before
the courts. Where the federal and provincial appraisals differ, the amount of the premium shall be
equal to the lower appraisal established in accordance with an uncontested assessment or another final
judgment.
If, before the Redemption Value provided for in the foregoing sentence is adjusted, the Corporation
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 adjusted Redemption Value, the holder or the Corporation, as the case may be, shall
immediately pay to the holder or the Corporation, as the case may be, the difference between the
amount paid in connection with the redemption, retraction or purchase and the adjusted Redemption
Value. Moreover, if, at the time of the adjustment, dividends have already been declared and paid on
the Class “D” Shares, such dividends shall be adjusted to reflect the adjustment of the Redemption
Value.

(7) Right to Purchase by Private Agreement. Subject to Section 34 of the Corporations Act, the Corporation
may, at any time, without giving notice and without taking into consideration the other classes of shares,
purchase by private agreement and at the best possible price all or part of the issued and outstanding Class “D”
Shares. However, such purchase price shall never exceed the Redemption Value mentioned above or the book
value of the net assets of the Corporation.

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(E) CLASS “E” PREFERRED SHARES: The number of Class “E” Shares is unlimited, and the consideration
paid into the subdivision of the issued and paid-up share capital account relating to such shares is also unlimited;
Class “E” Shares shall have no par value and shall carry the following rights, privileges, conditions and
restrictions:

(1) Ranking of Class “E” Preferred Shares. Class “E” Preferred Shares shall have priority over the Common
Shares and 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 dividends and the distribution of the assets of the Corporation in the event of
the liquidation, winding-up or dissolution of the Corporation, whether or not voluntary, or any other distribution
of the assets of the Corporation among its shareholders for the purpose of winding up its affairs.

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

(3) Repayment. If, for any reason, including in the event of dissolution or liquidation or winding-up of the
Corporation, whether voluntary, some or all the assets of the Corporation are distributed among the
shareholders, each holder of Class “E” Shares shall be entitled to repayment of the amount paid for the
Class “E” Shares into the subdivision of the issued and paid-up share capital account relating to the Class “E”
Shares.

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

(5) Redemption Right. The Corporation shall be entitled, at its discretion, subject to the provisions of
the Corporations Act in this regard, to redeem at any time all or from time-to-time part of the Class “E” Shares
then outstanding upon giving notice to that effect, on payment to the holders of the Class “E” Shares of an
aggregate redemption price equal to the consideration received by the Corporation at the time the Class “E”
Shares were issued.
The Corporation shall, at least one (1) business day prior to the date fixed for redemption (the “Redemption
Date”), give written notice, to each then registered holder of Class “E” Shares, of the Corporation’s intention to
redeem such shares. Such notice shall set out the date and place at which the redemption is to take place and
where payment is to occur and, in the case of partial redemption, the number of shares of each such holder of
Class “E” Shares to be redeemed. If notice of redemption is given as aforesaid and an amount sufficient to
redeem the Class “E” Shares called for redemption is deposited with the Corporation’s bankers or at any other
place specified in the notice, on or before the Redemption Date, the holders of Class “E” Shares shall, after the
Redemption Date, no longer have any right in or against the Corporation, except the right to receive payment of
the Redemption Price and any accrued but unpaid dividends on such Class “E” Shares being redeemed, upon
presentation and surrender of the certificates representing such number of shares to be redeemed.

(6) Retraction Right. Subject to paragraph two of Section 36 of the Corporations Act, each holder of Class “E”
Shares shall be entitled, at any time and at such holder’s discretion, upon written notice, to require the
Corporation to redeem all or part of such holder’s shares at a price equal to the “Redemption Value,” as
described below, plus the number of dividends declared but unpaid, if any, on the Class “E” Shares.

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(a) Redemption Value

The “Redemption Value” of each share corresponds to the amount paid for such share into the
subdivision 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 of the consideration received by the
Corporation at the time such Class “E” Share was issued exceeds the total of:
(i) the amount paid for such share into the subdivision of the issued and paid-up share
capital account relating to the Class “E” Shares; and
(ii) the fair market value of any property, other than a Class “E” Share, given by the
Corporation in payment of such consideration.

(b) Determination of Fair Market Value of the Consideration

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

(c) Adjustment of the Premium in Case of a Disagreement with the Department of Revenue
In the event of a disagreement 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 the assets that form part of the
consideration received by the Corporation at the time the Class “E” Shares are issued, the appraisal by
such department shall prevail. The amount of the premium relating to the redemption of the Class “E”
Shares shall be adjusted accordingly if the department in question provides the Corporation and each
holder of Class “E” Shares, or, where all of the shares are redeemed, the Corporation and each former
holder of Class “E” Shares, with the opportunity to contest the appraisal with the department or before
the courts. Where the federal and provincial appraisals differ, the amount of the premium shall be
equal to the lower appraisal established in accordance with an uncontested assessment or another final
judgment, as the case may be.
If, before the Redemption Value provided for in the foregoing sentence is adjusted, the Corporation
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 adjusted Redemption Value, the holder or the Corporation, as the case may be, shall
immediately pay to the holder or the Corporation, as the case may be, the difference between the
amount paid in connection with the redemption, retraction or purchase and the adjusted Redemption
Value. Moreover, if, at the time of the adjustment, dividends have already been declared and paid on
the Class “E” Shares, such dividends shall be adjusted to reflect the adjustment of the Redemption
Value.

(7) Right to Purchase by Private Agreement. Subject to Section 34 of the Corporations Act, the Corporation
may, at any time, without giving notice and without taking into consideration the other classes of shares,
purchase by private agreement and at the best possible price all or part of the issued and outstanding Class “E”
Shares. However, such purchase price shall never exceed the Redemption Value mentioned above or the book
value of the net assets of the Corporation.

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(F) CLASS “F” PREFERRED SHARES: The number of Class “F” Shares is unlimited, and the consideration
paid into the subdivision of the issued and paid-up share capital account relating to such shares is also unlimited;
Class “F” Shares shall have no par value and shall carry the following rights, privileges, conditions, and
restrictions:

(1) Ranking of Class “F” Preferred Shares. Class “F” Preferred Shares shall have priority over the Common
Shares, but not over the Class “B,” “C,” “D,” “E” and “G” Preferred Shares with respect to the order of payment
of dividends and the distribution of the assets of the Corporation in the event of the liquidation, winding-up or
dissolution of the Corporation, whether voluntary, or any other distribution of the assets of the Corporation
among its shareholders for the purpose of winding 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 such time as the Board of Directors may declare, a non-cumulative dividend at the fixed 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 fully paid shares of any class of the Corporation.

(3) Repayment. If, for any reason, including in the event of dissolution or liquidation or winding-up of the
Corporation, whether voluntary, some or all the assets of the Corporation are distributed among the
shareholders, each holder of Class “F” Shares shall be entitled to repayment of the amount paid for the
Class “F” Shares into the subdivision of the issued and paid-up share capital account relating to the Class “F”
Shares.

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

(5) Redemption Right. The Corporation shall be entitled, at its discretion, subject to the provisions of
the Corporations Act in this regard, to redeem at any time all or from time-to-time part of the Class “F” Shares
then outstanding upon giving notice to that effect, on payment to the holders of the Class “F” Shares of an
aggregate redemption price equal to the consideration received by the Corporation at the time the Class “F”
Shares were issued.

The Corporation shall, at least one (1) business day prior to the date fixed for redemption (the “Redemption
Date”), give written notice, to each then registered holder of Class “F” Shares, of the Corporation’s intention to
redeem such shares. Such notice shall set out the date and place at which the redemption is to take place and
where payment is to occur and, in the case of partial redemption, the number of shares of each such holder of
Class “F” Shares to be redeemed. If notice of redemption is given as aforesaid and an amount sufficient to
redeem the Class “F” Shares called for redemption is deposited with the Corporation’s bankers or at any other
place specified in the notice, on or before the Redemption Date, the holders of Class “F” Shares shall, after the
Redemption Date, no longer have any right in or against the Corporation, except the right to receive payment of
the Redemption Price and any accrued but unpaid dividends on such Class “F” Shares being redeemed, upon
presentation and surrender of the certificates representing such number of shares to be redeemed.

(6) Retraction Right. Subject to paragraph two of Section 36 of the Corporations Act, each holder of Class “F”
Shares shall be entitled, at any time and at such holder’s discretion, upon written notice, to require the
Corporation to redeem all or part of such holder’s shares at a price equal to the “Redemption Value,” as
described below, plus the number of dividends declared but unpaid, if any, on the Class “F” Shares.

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(a) Redemption Value

The “Redemption Value” of each share corresponds to the amount paid for such share into the subdivision 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 of the consideration received by the Corporation at the time such Class “F” Share
was issued exceeds the total of:
(i) the amount paid for such share into the subdivision of the issued and paid-up share capital account relating to
the Class “F” Shares; and
(ii) the fair market value of any property, other than a Class “F” Share, given by the Corporation in payment of
such consideration.

(b) Determination of Fair Market Value of the Consideration

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

(c) Adjustment of the Premium in Case of a Disagreement with the Department of Revenue
In the event of a disagreement 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 the assets that form part of the consideration received by the
Corporation at the time the Class “F” Shares are issued, the appraisal by such department shall prevail. The
amount of the premium relating to the redemption of the Class “F” Shares shall be adjusted accordingly if the
department in question provides the Corporation and each holder of Class “F” Shares, or, where all of the shares
are redeemed, the Corporation and each former holder of Class “F” Shares, with the opportunity to contest the
appraisal with the department or before the courts. Where the federal and provincial appraisals differ, the
amount of the premium shall be equal to the lower appraisal established in accordance with an uncontested
assessment or another final judgment.
If, before the Redemption Value provided for in the foregoing sentence is adjusted, the Corporation 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 adjusted
Redemption Value, the holder or the Corporation, as the case may be, shall immediately pay to the holder or the
Corporation, as the case may be, the difference between the amount paid in connection with the redemption,
retraction or purchase and the adjusted Redemption Value. Moreover, if, at the time of the adjustment, dividends
have already been declared and paid on the Class “F” Shares, such dividends shall be adjusted to reflect the
adjustment of the Redemption Value.

(7) Right to Purchase by Private Agreement. Subject to Section 34 of the Corporations Act, the Corporation
may, at any time, without giving notice and without taking into consideration the other classes of shares,
purchase by private agreement and at the best possible price all or part of the issued and outstanding Class “F”
Shares. However, such purchase price shall never exceed the Redemption Value mentioned above or the book
value of the net assets of the Corporation.

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(G) CLASS “G” PREFERRED SHARES

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

(1) Ranking of Class “G” Preferred Shares. Class “G” Preferred Shares shall have priority over the Common
Shares and the other shares of the Corporation with respect to the order of payment of dividends and the
distribution of the assets of the Corporation in the event of the liquidation or dissolution of the Corporation,
whether or not voluntary, or any other distribution of the assets of the Corporation among its shareholders 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 Corporation, a fixed cumulative preferential dividend at the rate of 11.25% per annum per share,
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 of each 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 rate for at least the number of days during which such share was outstanding in the fiscal year
with respect to which the calculation is being made and (b) nothing herein contained or implied shall require
prorating of dividends with respect to any share not outstanding during the entire period for or with respect to
which such dividends are accrued. However, the directors of the Corporation may, at their discretion, prorate
dividends with respect to any share not outstanding for the entire period for or with respect to which dividends
are accrued if such right to prorate dividends was reserved by the Corporation at the time such shares were
issued.

All dividends declared on the Class “G” Shares shall be payable semi-annually on a cumulative basis on the
20th day of the months of June and December in every year, at such place as the directors of the Corporation
may determine, in cash or by certified cheque, bank draft or wire transfer, provided that, in respect of any
payment of dividends denominated in a currency other than Canadian dollars, the applicable exchange rate shall
be that published by the Bank of Canada in effect on the date of payment.

The holders of Class “G” Shares shall be entitled to receive only the aforementioned dividends. No dividends
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 the liquidation, winding-up, dissolution or reorganization of
the Corporation or any other distribution of its assets among its shareholders for the purpose of winding 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 other class of shares of the Corporation, an amount equal to the Redemption
Price (as defined below) for each Class “G” Share held and any accrued but unpaid dividends on such shares.

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

(5) Redemption Right. The Corporation shall be entitled, at its discretion, subject to the provisions of the Act
in this regard, to redeem at any time all or part of the Class “G” Shares then outstanding upon giving notice as
hereinafter provided, on payment to the holders of the Class “G” Shares of an aggregate amount equal to the
Redemption Price (as defined below) and any accrued but unpaid dividends on such 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.

The Corporation shall, at least one (1) business day prior to the date fixed for redemption (the “Redemption
Date”), give written notice, to each then registered holder of Class “G” Shares, of the Corporation’s intention to
redeem such shares. Such notice shall set out the date and the place at which the redemption is to take place and
where payment is to occur and, in the case of partial redemption, the number of shares to be redeemed from
each such holder of Class “G” Shares. If notice of redemption is given as aforesaid and an amount sufficient to
redeem the Class “G” Shares called for redemption is deposited with the Corporation’s bankers or at any other
place or places specified in the notice, on or before the Redemption Date, the holders of Class “G” Shares shall,
after the Redemption Date, no longer have any right in or against the Corporation, except the right to receive
payment of the Redemption Price and any accrued but unpaid dividends on such Class “G” Shares being
redeemed, upon presentation and surrender of the certificates representing 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
written notice of no less than one (1) business day to the Corporation, to require the Corporation to redeem all or
part of such holder’s Class “G” Shares for an aggregate amount equal to the Redemption Price (as defined
below) and any accrued but unpaid dividends on such shares, payable, subject to the provisions of 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 to be redeemed (the date on which such presentation and surrender occur being the
“Retraction Date”). As of the Retraction Date, the Class “G” Shares shall be considered redeemed, and the
Corporation shall pay to such holder of Class “G” Shares the Redemption Price (as defined below) and any
accrued but unpaid dividends on such shares. In the event the Corporation is unable to pay the Redemption Price
of the Class “G” Shares on the Retraction Date, it shall forthwith 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 being redeemed. The Redemption Price may be paid in cash, or by certified cheque, bank draft
or wire transfer, or by the delivery of assets having equivalent value, provided that in respect of any such
payment denominated in a currency other than Canadian dollars, for the purposes of this Section (7), the
applicable exchange rate shall be that published by the Bank of Canada in effect on the date of payment.

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

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Item 4 - Restrictions on Share Transfers

No shares of capital stock of the Corporation shall be transferred without the approval of Directors as evidenced
by a resolution of the Board of Directors; the approval of such transfer of shares may be given as aforesaid after
the transfer has been registered in the books of the Corporation, in which case, unless such resolution provides
otherwise, the transfer is valid and shall come into force on the date of its registration in the books of the
Corporation.

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Item 6 - Restrictions on Business

None.

Item 7 - Other Provisions

1. RESTRICTIONS ON THE TRANSFER OF SECURITIES

If the Corporation shall have the status of a « private issuer » as defined in Regulation 45-106 on Prospectus
and Registration Exemptions, all transfers of securities of the Corporation (other than shares and non-
convertible debt securities) shall be subject to the consent of the Board of Directors of the Corporation as
evidenced by a resolution passed or signed by them.

2. CORPORATION’S BORROWING POWERS

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

(a) borrow money upon credit of the Corporation;

(b) issue debentures or other securities of the Corporation, 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
Corporation.