Just Energy Group Inc. (Form: 8-A12B, Received: 02/08/2017 06:04:56)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

JUST ENERGY GROUP INC.

(Exact name of registrant as specified in its charter)

Canada		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6345 Dixie Road, Suite 200 Mississauga, Ontario, Canada		L5T 2E6
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered		Name of each exchange on which each class is to be registered
8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares		New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. o

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o

Securities Act registration statement file number to which this form relates (if applicable): 333-208289

Securities to be registered pursuant to Section 12(g) of the Act: None .

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

The securities to be registered hereunder are 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares (the “Series A Preferred Shares”) of Just Energy Group Inc., a corporation organized under the Canada Business Corporations Act (the “Registrant”). The descriptions of the general terms and provisions of the Series A Preferred Shares as set forth under the caption “Description of Preferred Shares” in the prospectus included in the Registrant’s registration statement on Form F-10 (File No. 333-208289), as amended, filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2015, and declared effective by the SEC on December 15, 2015, and under the captions “Description of the Series A Preferred Shares” and “Material Tax Considerations” in the prospectus supplement thereto dated January 30, 2017, which was filed with the SEC pursuant to General Instruction II.L of Form F-10 under the Securities Act of 1933, as amended, are incorporated by reference herein.

Item 2. Exhibits.

The following exhibits to this Registration Statement on Form 8-A are filed herewith or incorporated by reference from the documents specified which have been previously filed with the SEC.

Exhibit Number		Description

1		Registration Statement on Form F-10 (Registration No. 333-208289), as amended, filed with the SEC on December 1, 2015 (incorporated herein by reference).

2		Articles of Arrangement of the Registrant.*

3		Articles of Amendment of the Registrant.*

4		By-Laws of the Registrant.*

5		Specimen Stock Certificate for the Series A Preferred Shares.*

*Filed Herewith.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: February 7, 2017	JUST ENERGY GROUP INC.

	By:	/s/ Patrick McCullough
		Name:	Patrick McCullough
		Title:	Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number		Description

1		Registration Statement on Form F-10 (Registration No. 333-208289), as amended, filed with the SEC on December 1, 2015 (incorporated herein by reference).

2		Articles of Arrangement of the Registrant.*

3		Articles of Amendment of the Registrant.*

4		By-Laws of the Registrant.*

5		Specimen Stock Certificate for the Series A Preferred Shares.*

*Filed Herewith.

Exhibit 2

Exhibit 2 Industry Canada Industria Canada FORM 14.1 FORM ULAIRE 14.1 Canada Business Lot [ILLEGIBLE] sur les ARTICLES OF ARRANGEMENT CLAUSES D’ARRANGEMENT Corporations Act [ILLEGIBLE] par actions (SECTION 192) (ARTICLE 192) 1 – Name of the applicant corporation(s) • Denomination socials de la(des) [ILLEGIBLE](s) 2 – [ILLEGIBLE] Just Energy Exchange Corp. , Just Energy Group Inc. 449031-2, 755876-7 3 – Name of the corporation(s) the articles of which are ascended, if applicable Denomination 4 – Corporation No.[ILLEGIBLE] socials de is(des) [ILLEGIBLE] Just Energy Group Inc., 755876-7 5 – Name of the corporation(s) created by amalgamation, if applicable Denomination socials is 6 – Corporation No.[ILLEGIBLE] [ILLEGIBLE] Just Energy Group Inc. 7502079 (for further information to the Corporation created by [ILLEGIBLE] 7 – Name of the disserved corporation(s). If [ILLEGIBLE] 8 – Corporation No.[ILLEGIBLE] 9 – Name of other corporations [ILLEGIBLE] 10 – [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] OESC Exchangeco II Inc., UEGL Exchangeco Corp 767242-0, 717333-4 11 – In accordance with the order approving the arrangement – [ILLEGIBLE] a. The articles as the above [ILLEGIBLE] The name of is changed to La denomination [ILLEGIBLE] de [ILLEGIBLE] b. The following [ILLEGIBLE] corporation are amalgamated to [ILLEGIBLE] with the attached plan of arrangement Les [ILLEGIBLE] c. The above [ILLEGIBLE] corporation(s) is ([ILLEGIBLE]) and dissolved in [ILLEGIBLE] with the attached plan of arrangement La (les) [ILLEGIBLE] conformant an plan arrangement [ILLEGIBLE] d. The plan of arrangement attached herded, [ILLEGIBLE] the above named body(les), corporation is hereby effected Le plan d’arrangement [ILLEGIBLE] portent [ILLEGIBLE] personae(s) [ILLEGIBLE] effet Signature [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] Jonah Davids Officer (905) 795-3563 [ILLEGIBLE] JAN 01 2011 [ILLEGIBLE] Canada

SCHEDULE”A” Information concerning Just Energy Group Inc., created by the amalgamation of Just Energy Group Inc. (Corporation No. 755876-7), Just Energy Exchange Corp. (Corporation No. 449031-2), OESC Exchangeco II Inc.. (Corporation No. 767242-0) and UEGL Exchangeco Corp, (Corporation No. 717333-4) 1. Name of the Amalgamated Corporation Just Energy Group Inc. 2. The province or territory in Canada where the registered office is to be situated Ontario 3. The classes and any maximum number of shares that the corporation is authorized to issue The annexed Appendix “A” is incorporated in this Schedule 4. Restrictions, if any, on share transfers None 5. Minimum and maximum number of directors Minimum of three (3) and a maximum of twelve (12) 6. Restrictions, if any, on business the corporation may carry on None 7. Other provisions, if any The annexed Appendix “B” is incorporated in this Schedule. W:\055679\0036\Schedule A - Form 14 1 (01).doc

APPENDIX “A” Authorized Share Capital The Corporation is authorized to issue an unlimited number of Common Shares and 50,000,000 Preferred Shares, issuable in series. COMMON SHARES The rights, privileges, restrictions and conditions attaching to the Common Shares shall be as follows: 1. VOTING Holders of Common Shares shall be entitled to receive notice of and to attend and vote at all meetings of shareholders of the Corporation, except meetings of holders of another class of shares. Each Common Share shall entitle the holder thereof to one vote. 2. DIVIDENDS Subject to the preferences accorded to holders of Preferred Shares and any other shares of the Corporation ranking senior to the Common Shares from time to time with respect to the payment of dividends, holders of Common Shares shall be entitled to receive, if, as and when declared by the Board of Directors, such dividends as may be declared thereon by the Board of Directors from time to time. 3. LIQUIDATION, DISSOLUTION OR WINDING-UP In the event of the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, or any other distribution of its assets among its shareholders for the purpose of winding-up its affairs (such event referred to herein as a “Distribution’’), holders of Common Shares shall be entitled, subject to the preferences accorded to holders of Preferred Shares and any other shares of the Corporation ranking senior to the Common Shares from time to time with respect to payment on a Distribution, to share equally, share for share, in the remaining property of the Corporation. PREFERRED SHARES The rights, privileges, restrictions and conditions attaching to the Preferred Shares, as a class, shall be as follows: 4. ISSUANCE IN SERIES 4.1 Subject to the filing of Articles of Amendment in accordance with the Canada Business Corporations Act (the “Act”), the Board of Directors may at any time and from time to time issue the Preferred Shares in one or more series, each series to consist of such number of shares as may, before the issuance thereof, be determined by the Board of Directors 4.2 Subject to the filing of Articles of Amendment in accordance with the Act, the Board of Directors may from time to time fix, before issuance, the designation, rights, privileges, restrictions and conditions attaching to each series of Preferred Shares including, without limiting the generality of the foregoing, the amount, if any, specified as being payable preferentially to such series on a Distribution; the extent, if any, of further participation on a Distribution; voting W:\055679\0036\Schedule A - Form 14 1 (01).doc

A-2 5 LIQUIDATION 5.1 In the event of a Distribution, holders of each series of Preferred Shares shall be entitled, in priority to holders of Common Shares and any other shares of the Corporation ranking junior to the Preferred Shares from time to time with respect to payment on a Distribution, to be paid rateably with holders of each other series of Preferred Shares the amount, if any, specified as being payable preferentially to the holders of such series on a Distribution. 6 DIVIDENDS 6.1 The holders of each series of Preferred Shares shall be entitled, in priority to holders of Common Shares and any other shares of the Corporation ranking junior to the Preferred Shares from time to time with respect to the payment of dividends, to be paid rateably with holders of each other series of Preferred Shares, the amount of accumulated dividends, if any, specified as being payable preferentially to the holders of such series W:\055679\0036\Schedule A - Form 14 1 (01).doc

APPENDIX “B” Other Provisions a. The Board of Directors of the Corporation or any committee of the Board of Directors authorized so to do may, without authorization of the shareholders and without in any way limiting the authority conferred on the Directors by Section 189 of the Canada Business Corporations Act (the “Act”): i. borrow money upon the credit of the Corporation; ii. issue, reissue, sell or pledge debt obligations of the Corporation; iii. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation; iv. subject to the Act, give a guarantee on behalf of the Corporation to secure performance of an obligation of any person, and; v. the Board of Directors and any such committee of the Board of Directors may from time to time delegate to such one or more of the Directors and officers of the Corporation as may be designated by it, all or any of the powers conferred by sub-clauses (c)(i), (ii), (iii) and (iv) to such extent and in such manner as it shall determine at the time of each such delegation b. The Board of Directors may, appoint one or more Directors, who shall hold office for a term expiring not later than the close of the next annual meeting of 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. c. The Articles of the Corporation may be amended by special resolution pursuant to Section 173 of the Act to: i. increase or decrease any maximum number of authorized shares of such class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of another class; or ii. effect an exchange, reclassification or cancellation of all or part of the shares of any class; or iii. create a new class of shares equal or superior to the shares of another class; and no separate class or (except as may otherwise be provided for a particular series in the provisions attaching thereto) series vote shall be required under Section 176 of such Act in respect of the amendment. W:\055679\0036\Schedule A - Form 14 1 (01).doc

SCHEDULE “B” Corporations being Amalgamated Just Energy Exchange Corp. (449031-2) Just Energy Group Inc. (755876-7) OESC Exchangeco II Inc (767242-0) UEGL Exchangeco Corp (717333-4) W:\055679\0036\Schedule B - Form 14 1 (01).doc

Exhibit A Plan of Arrangement

Plan of Arrangement under Section 192 of the Canada Business Corporations Act ARTICLE 1 INTERPRETATION 1.1 In this Plan of Arrangement, the following terms have the following meanings: (a) “AcquisitionCo” means Just Energy Group Inc., a corporation incorporated under the CBCA and a wholly-owned subsidiary of the Fund; (b) “AcquisitionCo Common Shares” means common shares in the capital of AcquisitionCo and, following the Amalgamation, means the New Just Energy Common Shares; (c) “AcquisitionCo DSGs” means deferred share grants in respect of AcquisitionCo Common Shares to be granted to holders of Fund Director DUGs under the Arrangement; (d) “AcquisitionCo EPS Rights” means rights to acquire AcquisitionCo Common Shares to be granted to holders of rights to acquire Fund Units under the Fund EPS Plan under the Arrangement; (e) “AcquisitionCo EUP Rights” means rights to acquire AcquisitionCo Common Shares to be granted to holders of rights to acquire Fund Units under the Fund EUP Plan under the Arrangement; (f) “AcquisitionCo Options” means options to acquire AcquisitionCo Common Shares to be granted to holders of Fund Options under the Arrangement; (g) “AcquisitionCo RSGs” means restricted share grants in respect of AcquisitionCo Common Shares to be granted to holders of Fund UARs under the Arrangement; (h) “Amalgamation” means the amalgamation pursuant to this Plan of Arrangement of AcquisitionCo and, provided that it has been continued as a corporation under the CBCA prior to the Effective Time, OESC ExchangeCo, and, if the JEEC Arrangement Resolution is approved, JEEC and UEGL ExchangeCo; (i) “Arrangement”, “herein”, “hereof, “hereto”, “hereunder” and similar expressions mean and refer to the arrangement pursuant to Section 192 of the CBCA set forth in this Plan of Arrangement as supplemented, modified or amended, and not to any particular article, section or other portion hereof; (j) “Arrangement Agreement” means the arrangement agreement dated effective May 27, 2010 among the Fund, JEEC, AcquisitionCo, and JEC, with respect to the Arrangement and all amendments thereto and restatements thereof; (k) “Articles of Arrangement” means the articles of arrangement in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order has been made;

A - 2 (l) “Business Day” means a day other than a Saturday, Sunday or a day when banks in the City of Toronto, Ontario are not generally open for business; (m) “CBCA” means the Canada Business Corporations Act, R.S.C. 1985, c. C-44; (n) “Certificate” means the certificate of arrangement which may be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement and giving effect to the Arrangement (o) “Computershare” means Computershare Trust Company of Canada; (p) “CT” means ESIF Commercial Trust I, an open ended investment trust established under the laws of the Province of Ontario pursuant to the CT Declaration of Trust; (q) “CT Declaration of Trust” means the trust indenture dated March 16, 2004 between the Fund, as the initial unitholder and JEC as trustee, as amended from time to time; (i) “CT Preferred Units” means the 1,394,489 preferred units of CT owned by JEC; (s) “Court” means the Court of Queen’s Bench of Alberta; (t) “Depositary” means Computershare, or such other person as may be designated by the Fund or, following the Effective Time, New Just Energy, for the purpose of receiving the deposit of certificates formerly representing Fund Securities; (u) “Director” means the Director appointed pursuant to section 260 of the CBCA; (v) “Dissenting Securityholders” means registered holders of Fund Units and, if the JEEC Arrangement Resolution is approved, registered holders of JEEC Exchangeable Shares, in each case who validly exercise the rights of dissent with respect to the Arrangement provided to them under the Interim Order and whose dissent rights remain valid immediately before the Effective Time; (w) “Effective Date” means the date shown in the Certificate; (x) “Effective Time” means 12:01 am (Toronto time) on the Effective Date or such other time on the Effective Date as may be specified in writing by the Fund, JEC, in its capacity as administrator of the Fund, or New Just Energy; (y) “Final Order” means the order of the Court approving the Arrangement, as such order may be affirmed, amended or modified by any court of competent jurisdiction; (z) “Fund” means Just Energy Income Fund, a trust organized under the laws of the Province of Ontario and governed by the Fund Declaration of Trust; (aa) “Fund Arrangement Parties” means the Fund, JEC, AcquisitionCo, OESC ExchangeCo, JEEC, CT, and UEGL ExchangeCo, and, following the Amalgamation, New Just Energy; (bb) “Fund Arrangement Resolution” means the special resolution in respect of the Arrangement passed by the Fund Voting Securityholders at the Fund Meeting;

A - 3 (cc) “Fund Declaration of Trust” means the amended and restated declaration of trust dated April 18, 2001 between JEC and the Fund Trustee, as the same may be further amended or amended and restated from time to time, (dd) “Fund DDC Plan” means the Directors’ Deferred Compensation Plan of the Fund as amended from time to time; (ee) “Fund DUGs” means deferred unit grants in respect of Fund Units outstanding under the Fund DDC Plan; (ff) “Fund EPS Plan” means the Employee Profit Sharing Plan of the Fund as amended from time to time; (gg) “Fund EUP Plan” means the Employee Unit Purchase Plan (for employees of U.S. subsidiaries) of the Fund as amended from time to time; (hh) “Fund Incentive Plans” means, collectively, the Fund DDC Plan, the Fund EPS Plan, the Fund EUP Plan, the Fund Option Plan and the Fund UAR Plan; (ii) “Fund Note” means the promissory note, in aggregate principal amount equal to the fair market value of the CT Preferred Units, to be issued in favour of JEC pursuant to subsection 3.l(I) hereof; in consideration of the transfer of the CT Preferred Units by JEC to the Fund; (jj) “Fund Meeting” means the annual and special meeting of Fund Voting Securityholders held to consider the Fund Arrangement Resolution and related matters in accordance with the terms of the Interim Order, and any adjournment(s) thereof; (kk) “Fund Option Plan” means the 2001 Unit Option Plan of the Fund as amended from time to time; (ii) “Fund Options” means options to acquire Fund Units outstanding under the Fund Option Plan; (mm) “Fund Trustee” means Montreal Trust Company of Canada (and its successors), in its capacity as trustee under the Fund Declaration of Trust; (nn) “Fund Securities” means, collectively, the Fund Units, the JEEC Exchangeable Shares and the JEC Class A Shares; (oo) “Fund Securityholders” means, collectively, the Fund Unitholders, the JEEC Exchangeable Shareholders and the holder(s) of the JEC Class A Shares; (pp) “Fund Special Voting Right” means the one special voting right of the Fund issued to Computershare in its capacity as trustee under the voting and exchange trust agreement dated July 1, 2009 among the Fund, JEEC, UEGL ExchangeCo and Computershare, the beneficiaries of which are the JEEC Exchangeable Shareholders; (qq) “Fund UAR Plan” means the 2004 Unit Appreciation Rights Plan of the Fund as amended from time to time;

A - 4 (tt) “Fund UARs” means unit appreciation rights in respect of Fund Units outstanding under the Fund UAR Plan; (ss) “Fund Unitholders” means registered holders of Fund Units from time to time; (tt) “Fund Units” means the trust units of the Fund; (uu) “Fund Voting Securityholders” means the holders of Fund Voting Securities and the Fund Special Voting Right from time to time; (vv) “Fund Voting Securities” means, collectively, the Fund Units, the Fund Special Voting Right and the JEC Class A Shares; (ww) “Interim Order” means the interim order of the Court containing declarations and directions with respect to the notice to be given in respect of, and the conduct of, the Fund Meeting and otherwise with respect to the Arrangement, as such order may be affirmed, amended or modified by any court of competent jurisdiction; (xx) “Letter of Transmittal” means the letter of transmittal to be sent to the Fund Securityholders, pursuant to which such holders will be required to deliver certificates representing Fund Securities in order to receive the New Just Energy Common Shares issuable to them pursuant to the Arrangement; (yy) “JEC” means Just Energy Corp., a corporation amalgamated under the laws of the Province of Ontario and a subsidiary of the Fund; (zz) “JEC Class A Shares” means the Class A preference shares in the capital of JEC; (aaa) “JEEC” means Just Energy Exchange Corp., a corporation incorporated under the CBCA and a subsidiary of the Fund; (bbb) “JEEC Arrangement Resolution” means the special resolution of JEEC Exchangeable Shareholders approving the Arrangement; (ccc) “JEEC Exchangeable Shareholders” means the holders from time to time of JEEC Exchangeable Shares; (ddd) “JEEC Exchangeable Shares” means the exchangeable shares, series 1 in the capital of JEEC; (eee) “New Just Energy” means the corporation formed pursuant to the Amalgamation and, if the Amalgamation is not completed, means AcquisitionCo; (fff) “New Just Energy Common Shares” means the common shares in the capital of New Just Energy outstanding following completion of the Amalgamation; (ggg) “OESC ExchangeCo” means OESC Exchangeco II Inc., a corporation incorporated under the laws of the Province of Ontario; and (hhh) “UEGL ExchangeCo” means UEGL Exchangeco Corp., a corporation incorporated under the CBCA and a wholly-owned subsidiary of the Fund.

A - 5 1.2 The division of this Plan of Arrangement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. 1.3 Unless reference is specifically made to some other document or instrument, all references herein to articles and sections are to articles and sections of this Plan of Arrangement. 1.4 Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa; words importing any gender shall include all genders; and words importing persons shall include individuals, partnerships, associations, corporations, bodies corporate, trusts, unincorporated organizations, governments, regulatory authorities, and other entities. 1.5 In the event that the date on which any action is required to be taken hereunder by any of the parties is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place. 1.6 References in this Plan of Arrangement to any statute or sections thereof shall include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect. ARTICLE 2 ARRANGEMENT AGREEMENT 2.1 This Plan of Arrangement is made pursuant to the Arrangement Agreement. 2.2 The parties to this Plan of Arrangement intend that for United States federal income tax purposes the transactions contemplated hereby quality as a “reorganization” within the meaning of subsection 368(a) of the United States Internal Revenue Code of 1986, as amended, and that this Plan of Arrangement constitutes a “plan of reorganization” for such purposes. 2.3 This Plan of Arrangement, upon the filing of the Articles of Arrangement and the issue of the Certificate, if any, shall become effective as of, and be binding as of and after, the Effective Time on: (i) the Fund Securityholders; (ii) the Fund Arrangement Parties; and (iii) the holders of Fund Options, Fund DUGs, Fund UARs and rights to acquire Fund Units under the Fund EPS Plan and the Fund EUP Plan; provided that for greater certainty, if the JEEC Arrangement Resolution is not approved, JEEC, the JEEC Exchangeable Shareholders and UEGL ExchangeCo shall not participate in this Plan of Arrangement. 2.4 The Articles of Arrangement and Certificate shall be filed and issued, respectively, with respect to the Arrangement in its entirety The Certificate shall be conclusive evidence that the Arrangement has become effective and that, subject to the provisions of Section 3.1, each of the provisions of Article 3 has become effective in the sequence and at the times set out therein. 2.5 Other than as expressly provided for herein, no portion of this Plan of Arrangement shall take effect with respect to any party or person until the Effective Time Furthermore, each of the events listed in Article 3 shall be, without affecting the timing set out in Article 3, mutually conditional, such that no event described in Article 3 may occur without all steps occurring, and those events shall effect the integrated transaction which constitutes the Arrangement.

A - 6 ARTICLE 3 ARRANGEMENT 3.1 Commencing at the Effective Time, each of the events set out below shall occur and shall be deemed to occur in the following order, each occurring immediately after the completion of the previous step, without any further act or formality except as otherwise provided herein: Amendment of Fund Declaration of Trust (a) the Fund Declaration of Trust shall be amended to the extent necessary to facilitate the Arrangement and the implementation of the steps and transactions contemplated herein; Amendment of CT Declaration of Trust (b) the CT Declaration of Trust shall be amended to the extent necessary to facilitate the Arrangement and the implementation of the steps and transactions contemplated herein; Dissenting Securityholders (c) the Fund Units held by Dissenting Securityholders shall be deemed to have been transferred to the Fund (free and clear of any and all liens, claims and encumbrances) and shall be immediately cancelled and cease to be outstanding, and such Dissenting Securityholders shall cease to be Fund Unitholders or to have any rights as Fund Unitholders, other than the right to be paid the fair value of their Fund Units in accordance with Article 4; (d) if the JEEC Arrangement Resolution is approved, the JEEC Exchangeable Shares held by Dissenting Securityholders shall be deemed to have been transferred to JEEC (free and clear of any and all liens, claims and encumbrances) and shall be immediately cancelled and cease to be outstanding, and such Dissenting Securityholders shall cease to be JEEC Exchangeable Shareholders or to have any rights as JEEC Exchangeable Shareholders, other than the right to be paid the fair value of their JEEC Exchangeable Shares in accordance with Article 4; Removal of AcquisitionCo Share Transfer and Issue Restrictions (e) the articles of AcquisitionCo shall be amended to eliminate the restrictions on share transfers and the limitations on share issuances and shareholders by deleting Item 4 and paragraphs a and b of Item 7 thereof in their entirety; Exchange of Fund Units (f) all of the issued and outstanding Fund Units (for greater certainty, other than those Fund Units (if any) previously transferred to the Fund by Dissenting Securityholders and immediately cancelled by the Fund pursuant to subsection 3.1(c)) shall be transferred by Fund Unitholders to, and acquired by, AcquisitionCo (free and clear of any and all liens, claims and encumbrances); (g) in exchange for each one (1.0) Fund Unit acquired by AcquisitionCo pursuant to subsection 3.1(f), AcquisitionCo shall issue one (1.0) AcquisitionCo Common Share to the Fund Unitholder who transferred such Fund Unit to AcquisitionCo;

A - 7 Exchange of JEC Class A Shares (h) all of the issued and outstanding JEC Class A Shares shall be transferred by the holder(s) thereof to, and acquired by, AcquisitionCo (free and clear of any and all liens, claims and encumbrances); (i) in exchange for each one (1.0) JEC Class A Share acquired by AcquisitionCo pursuant to subsection 3.1(h), AcquisitionCo shall issue one (1.0) AcquisitionCo Common Share to the holder who transferred such JEC Class A Share to AcquisitionCo; Exchange of JEEC Exchangeable Shares (j) if the .JEEC Arrangement Resolution is approved, all of the issued and outstanding JEEC Exchangeable Shares (for greater certainty, other than those JEEC Exchangeable Shares (if any) previously transferred to JEEC by Dissenting Securityholders and immediately cancelled by JEEC pursuant to subsection 3.1(d)) shall be transferred by JEEC Exchangeable Shareholders to, and acquired by, AcquisitionCo (free and clear of any and all liens, claims and encumbrances); (k) in exchange for each one (1.0) JEEC Exchangeable Share acquired by AcquisitionCo pursuant to subsection 3.l(j), AcquisitionCo shall transfer one (1.0) AcquisitionCo Common Share to the JEEC Exchangeable Shareholder who transferred such JEEC Exchangeable Share to AcquisitionCo; Termination of Special Voting Right (1) The Special Voting Right shall be cancelled and cease to be outstanding. Exchange of Rights Under Fund Incentive Plans (m) each of the issued and outstanding Fund Options shall be exchanged for an AcquisitionCo Option under an agreement with AcquisitionCo to acquire the same number of AcquisitionCo Common Shares as the number of Fund Units subject to the Fund Option, at the same price and on the same terms as provided in the Fund Option; (n) each of the issued and outstanding Fund UARs shall be exchanged for an AcquisitionCo RSG under an agreement with AcquisitionCo to receive the same number of AcquisitionCo Common Shares as the number of Fund Units subject to the Fund UARs on the same terms as provided in the Fund UARs; (o) each of the issued and outstanding Fund DUGs shall be exchanged for an AcquisitionCo DSG under an agreement with AcquisitionCo to receive the same number of AcquisitionCo Common Shares as the number of Fund Units subject to the Fund DUGs on the same terms as provided in the Fund DUGs; (p) each of the issued and outstanding rights to acquire Fund Units under the Fund EPS Plan shall be exchanged for equivalent AcquisitionCo EPS Rights under an agreement with AcquisitionCo to acquire the same number of AcquisitionCo Common Shares as the number of Fund Units subject to the rights under the Fund EPS Plan; on the same terms as provided in the rights under the Fund EPS Plan

A - 8 (q) each of the issued and outstanding lights to acquire Fund Units under the Fund EUP Plan shall be exchanged for equivalent AcquisitionCo EUP Rights under an agreement with AcquisitionCo to acquire the same number of AcquisitionCo Common Shares as the number of Fund Units subject to the rights under the Fund EUP Plan on the same terms as provided in the rights under the Fund EUP Plan; Transfer of CT Preferred Units (t) JEC shall sell, transfer, assign and convey the CT Preferred Units to the Fund and as consideration for the CT Preferred Units, the Fund shall issue to JEC the Fund Note; CT Distribution (s) CT shall declare a distribution to the Fund of an amount equal to any remaining taxable income not declared payable or paid to the Fund prior to the Effective Time. Wind-Up and Termination of CT (t) CT shall be liquidated and dissolved (as a result of which CT shall cease to exist), and all of the assets and liabilities of CT shall be distributed to and assumed by the Fund; Repurchase of Initial AcquisitionCo Common Shares (u) AcquisitionCo shall repurchase the 100 AcquisitionCo Common Shares held by the Fund for $1.00 per share and such AcquisitionCo Common Shares shall be cancelled; Fund Distribution (v) the Fund shall declare a distribution to AcquisitionCo of an amount equal to any remaining taxable income not declared payable or paid to Fund Unitholders prior to the Effective Time Wind-Up and Termination of the Fund (w) the Fund shall be liquidated and dissolved (as a result of which the Fund shall cease to exist), and all of the assets and liabilities of the Fund shall be distributed to and assumed by AcquisitionCo, including, without limitation, all liabilities in respect of any declared but unpaid distributions payable by the Fund; Amalgamation of AcquisitionCo and Certain Subsidiaries (x) AcquisitionCo, and, provided that it has been continued as a corporation under the CBCA prior to the Effective Time, OESC ExchangeCo, and, if the JEEC Arrangement Resolution is approved, JEEC and UEGL ExchangeCo, shall be amalgamated and continued as one corporation, New Just Energy, in accordance with the following: (i) the stated capital of all of the shares of OESC ExchangeCo shall be reduced to $1.00 in aggregate immediately prior to the amalgamation; (ii) the stated capital of all of the shares of JEEC shall be reduced to $1.00 in aggregate immediately prior to the amalgamation;

A - 9 (iii) the stated capital of all of the shares of UEGL ExchangeCo shall be reduced to $1 00 in aggregate immediately prior to the amalgamation; (iv) the articles of New Just Energy shall be the same as the articles of AcquisitionCo, and the name of New Just Energy shall be “Just Energy Group Inc ”; (v) all of the shares of OESC ExchangeCo (which, as a result of the transactions in subsection 3.1(w) shall be held by AcquisitionCo) shall be cancelled without any repayment of capital in respect thereof; (vi) all of the shares of JEEC (which, as a result of the transactions in subsection 3.1(d) and subsection 3.1(j) shall either have been cancelled or be held by AcquisitionCo) shall be cancelled without any repayment of capital in respect thereof; (vii) all of the shares of UEGL ExchangeCo (which, as a result of the transactions in subsection 3.1(w) shall be held by AcquisitionCo) shall be cancelled without any repayment of capital in respect thereof; (viii) the property of each of AcquisitionCo, OESC ExchangeCo, JEEC and UEGL ExchangeCo shall continue to be the property of New Just Energy; (ix) New Just Energy shall continue to be liable for the obligations of each of AcquisitionCo, OESC ExchangeCo, JEEC and UEGL ExchangeCo including, without limitation, obligations of AcquisitionCo in respect of the AcquisitionCo Options, AcquisitionCo RSGs, AcquisitionCo DSGs, AcquisitionCo EPS Rights and AcquisitionCo EUP Rights; (x) any existing cause of action, claim or liability to prosecution of any of AcquisitionCo, OESC ExchangeCo, JEEC or UEGL ExchangeCo shall be unaffected; (xi) any civil, criminal or administrative action or proceeding pending by or against any of AcquisitionCo, OESC ExchangeCo, JEEC or UEGL ExchangeCo may be continued to be prosecuted by or against New Just Energy; (xii) a conviction against, or ruling, order or judgment in favour of or against, any of AcquisitionCo, OESC ExchangeCo, JEEC or UEGL ExchangeCo may be enforced by or against New Just Energy; (xiii) the Articles of Amalgamation of New Just Energy shall be deemed to be the Articles of Incorporation of New Just Energy and the Certificate of Amalgamation of New Just Energy shall be deemed to be the Certificate of Incorporation of New Just Energy; (xiv) the by-laws of New Just Energy shall be the by-laws of AcquisitionCo; (xv) the first directors of New Just Energy shall be the directors of AcquisitionCo, and each director of any of OESC ExchangeCo, JEEC and UEGL ExchangeCo

A - 10 immediately prior to the amalgamation shall be deemed to have ceased to hold office as a director; (xvi) the first officers of New Just Energy shall be the officers of AcquisitionCo, and each officer of any of OESC ExchangeCo, JEEC and UEGL ExchangeCo immediately prior to the amalgamation shall be deemed to have ceased to hold office as an officer; and (xvii) the registered office of New Just Energy shall be the registered office of AcquisitionCo; Transfer of JEC Class A Shares (y) New Just Energy shall sell, transfer, assign and convey the JEC Class A Shares to JEC and as consideration for the JEC Class A Shares, JEC shall issue to New Just Energy one (1) common share in the capital of JEC; Cancellation of JEC Class A Shares (z) The JEC Class A Shares acquired by JEC pursuant to subsection 3 1(y) shall be cancelled and shall cease to be outstanding; 3.2 The Fund Arrangement Parties shall make the appropriate entries in their securities registers to reflect the matters referred to, and the transactions provided for, in Section 3.1. 3.3 The Fund Incentive Plans and all agreements, elections, allocation notices and other documents representing or evidencing Fund Options, Fund UARs, Fund DUGs and rights to acquire Fund Units under the Fund EPS Plan and the Fund EUP Plan, as the case may be, shall be deemed amended at the Effective Time to the extent necessary to facilitate the exchanges contemplated by subsection 3.1(m), 3.1(n), 3.1(o), 3.1(p) and 3 1(q) without further action by the Fund, JEC, AcquisitionCo, New Just Energy or the holders thereof and such agreements, elections, allocation notices and other documents shall thereafter represent or evidence the right to receive the AcquisitionCo Common Shares in accordance with the terms of the AcquisitionCo Options, AcquisitionCo RSGs, AcquisitionCo DSGs, AcquisitionCo EPS Rights and AcquisitionCo EUP Rights to which the holder is entitled pursuant to the exchanges contemplated by subsection 3.1(m), 3.1(n), 3.1(o), 3.1(p) or 3.1(q), as the case may be. 3.4 The sole consideration to be received by the Fund Securityholders for the transfer of the Fund Securities to AcquisitionCo as provided by subsection 3.1(f), 3.1(h) and 3.1(j), as the case may be, shall be the AcquisitionCo Common Shares issued in connection with such transfer as contemplated by subsection 3.1(g), 3.1(i) and 3.1(k), as the case may be. ARTICLE 4 DISSENTING SECURITYHOLDERS 4.1 Registered Fund Unitholders and, provided the JEEC Arrangement Resolution is approved, JEEC Exchangeable Shareholders may exercise rights of dissent with respect to the Fund Units and JEEC Exchangeable Shares, respectively, held by such Fund Securityholders pursuant to and in the manner set forth in section 190 of the CBCA, as modified by the Interim Order, and this Section 4.1 in connection with the Arrangement. Registered Fund Unit holders and JEEC Exchangeable Shareholders who duly exercise such rights of dissent and who:

A - 11 (a) are ultimately entitled to be paid fair value for their Fund Units or JEEC Exchangeable Shares, as the case may be, shall be deemed not to have exchanged their Fund Units or JEEC Exchangeable Shares, as the case may be, for AcquisitionCo Common Shares pursuant to the Arrangement, and such Fund Units or JEEC Exchangeable Shares, as the case may be, shall be cancelled in accordance with the Arrangement and will not be exchanged for AcquisitionCo Common Shares in accordance with the Arrangement; or (b) are ultimately not entitled, for any reason, to be paid fair value for their Fund Units or JEEC Exchangeable Shares, as the case may be, shall be deemed to have participated in the Arrangement on the same basis as Fund Unitholders or JEEC Exchangeable Shareholders, as the case may be, who have not exercised dissent rights pursuant to this Section. 4.1, and shall receive AcquisitionCo Common Shares in exchange for their Fund Units or JEEC Exchangeable Shares, as the case may be, on the basis determined in accordance with subsection 3.1(g) or subsection 3.1(k), as the case may be; but in no case shall the Fund, JEEC, AcquisitionCo or New Just Energy or any other person be required to recognize such holders as Fund Unitholders or JEEC Exchangeable Shareholders after the Effective Time, and the names of such Fund Securityholders shall be deleted from the applicable registers of Fund Securities effective as at the Effective Time. The fair value for the Fund Units and JEEC Exchangeable Shares shall be determined as of the close of business on the Business Day before the day on which the Arrangement is approved by Fund Voting Securityholders at the Fund Meeting. ARTICLE 5 OUTSTANDING CERTIFICATES AND FRACTIONAL SECURITIES 5.1 From and after the Effective Time, certificates formerly representing Fund Securities that were exchanged pursuant to subsection 3.1(f), subsection 3.1(h) or subsection 3.1(j), as the case may be, shall represent only the right to receive the certificates representing AcquisitionCo Common Shares which the former holder of such Fund Securities is, subject to Section 5.5, entitled to receive pursuant to Article 3 of this Plan of Arrangement, subject to compliance with the requirements set forth in this Article 5, or as to those certificates formerly representing Fund Units and/or JEEC Exchangeable Shares held by Dissenting Securityholders (other than those Dissenting Securityholders deemed to have participated in the Arrangement pursuant to Section 4.1), to receive the fair value of the Fund Units and/or JEEC Exchangeable Shares formerly represented by such certificates. 5.2 The Fund shall forward or cause to be forwarded to each Fund Securityholder (being in the case of the Fund Securityholders CDS&Co as the sole registered holder of Fund Units) at the address of such holder as it appears on the applicable register of Fund Securities on the Effective Date, a Letter of Transmittal and instructions for obtaining delivery of the AcquisitionCo Common Shares to be issued to such holder pursuant to this Arrangement. A Fund Securityholder may take delivery of such AcquisitionCo Common Shares by delivering the certificates representing such holder’s Fund Securities to the Depositary at any of the offices indicated in the Letter of Transmittal, accompanied by a duly completed Letter of Transmittal and such other documents as the Depositary may reasonably require. The certificates representing the AcquisitionCo Common Shares issued to such holder shall be registered in such names and, delivered to such addresses as such holder may direct in such Letter of Transmittal, or if requested by the former Fund Securityholder in the Letter of Transmittal, made available at the Depositary for pick-up by the former Fund Securityholder, as soon as practicable after receipt by the Depositary of the required documents. 5.3 If any certificate which immediately prior to the Effective Time represented an interest in outstanding Fund Securities that were exchanged pursuant to Section 3.1 has been lost, stolen or

A - 12 destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to have been lost, stolen or destroyed, the Depositary shall issue and deliver in exchange for such lost, stolen or destroyed certificate the consideration to which the holder is entitled pursuant to the Arrangement (and any dividends or distributions with respect thereto) as determined in accordance with the Arrangement. The person who is entitled to receive such consideration shall, as a condition precedent to the receipt thereof, give a bond to each of the Fund and New Just Energy and their respective transfer agents, which bond is in form and substance satisfactory to each of the Fund and New Just Energy and their respective transfer agents, in their sole and absolute discretion, or shall otherwise indemnify the Fund and New Just Energy and their respective transfer agents to their satisfaction, in their sole and absolute discretion, against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed. 5.4 All distributions made or dividends paid with respect to any AcquisitionCo Common Shares allotted and issued to former holders of Fund Securities pursuant to the Arrangement but for which a certificate has not been issued shall be paid or delivered to the Depositary to be held by the Depositary in trust for the registered holder thereof. The Depositary shall pay and deliver to any such registered holder, as soon as reasonably practicable after application therefor is made by the registered holder to the Depositary in such form as the Depositary may reasonably require, such distributions or dividends to which such holder is entitled, without interest. 5.5 Fund Securityholders shall not be entitled to any interest, distribution, premium or other payment on or with respect to the former Fund Securities other than the certificates representing the New Just Energy Common Shares which they are entitled to receive pursuant to this Arrangement. 5.6 Any certificate formerly representing Fund Securities that is not deposited with all other documents as required by this Plan of Arrangement on or before the day prior to the fifth anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature including the right of the holder of such Fund Securities to receive AcquisitionCo Common Shares and any distributions made or dividends paid thereon. In such case, such AcquisitionCo Common Shares shall be returned to New Just Energy for cancellation, and any dividends or distributions in respect of AcquisitionCo Common Shares shall be returned to New Just Energy. 5.7 No fractional AcquisitionCo Common Shares shall be issued under the Arrangement. In lieu of any fractional AcquisitionCo Common Shares, each registered holder of Fund Securities otherwise entitled to a fractional interest in AcquisitionCo Common Shares shall receive the nearest whole number of AcquisitionCo Common Shares (with fractions equal to exactly 0.5 being rounded up). 5.8 The Fund, New Just Energy and the Depositary shall be entitled to deduct and withhold from any distribution, dividend or other consideration payable to any former Fund Securityholder, such amounts as the Fund, New Just Energy or the Depositary are required to deduct and withhold with respect to such payment under the any provision of applicable federal, provincial, state, local or foreign laws relating to taxes, in each case as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the securities in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority To the extent that the amount so required to be deducted or withheld from any payment to a holder exceeds the cash component, if any, of the consideration otherwise payable to the holder, the Fund, New Just Energy and the Depositary are hereby authorized to sell or otherwise dispose of such portion of the AcquisitionCo Common Shares otherwise issuable to the holder as is necessary to provide sufficient funds to the Fund, New Just Energy or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and the Fund, New Just Energy or

A - 13 the Depositary shall notify the holder thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority. ARTICLE 6 AMENDMENTS 6.1 The Fund, JEC, JEEC and AcquisitionCo may by mutual agreement amend this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment must be: (i) set out in writing; and (ii) filed with the Court. 6.2 Any amendment, modification or supplement to this Plan of Arrangement may be made prior to the Effective Time by the Fund, JEC, JEEC and AcquisitionCo (or, following the Effective Time, by New Just Energy) without the approval of the Court or the Fund Voting Securityholders, provided that it concerns a matter which, in the reasonable opinion the Fund, JEC, JEEC and AcquisitionCo (or, following the Effective Time, New Just Energy), is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement or is not adverse to the financial or economic interests of any former holder of Fund Units, JEEC Exchangeable Shares or JEC Class A Shares. 6.3 Subject to Section 6.2, any amendment to this Plan of Arrangement may be proposed by the Fund, JEC, JEEC or AcquisitionCo at any time prior to or at the Fund Meeting (provided that the other parties to the Arrangement Agreement shall have consented thereto) with or without any prior notice or communication to Fund Voting Securityholders or holders of, JEEC Exchangeable Shares and if so proposed and accepted by the Fund Voting Securityholders voting at the Fund Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. 6.4 Subject to Section 6.2 the Fund, JEC, JEEC and AcquisitionCo may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time after the Meeting and prior to the Effective Time with the approval of the Court and, if and as required by the Court, after communication to the Fund Voting Securityholders and holders of, JEEC Exchangeable Shares. ARTICLE 7 FURTHER ASSURANCES 7.1 Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein. 7.2 If, prior to the Effective Date, any term or provision of this Plan of Arrangement is held by the Court to be invalid, void or unenforceable, the Court, at the request of any parties, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of this Plan of Arrangement shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation.

A - 14 7.3 The Fund, JEC and AcquisitionCo may agree not to implement this Plan of Arrangement, notwithstanding the passing of the Fund Arrangement Resolution by the Fund Securityholders and the JEEC Arrangement Resolution by the JEEC Exchangeable Shareholders and the receipt of the Final Order.

Exhibit 3

Certificate of Amendment	Certificat de modification

*Canada Business Corporations Act*	*Loi canadienne sur les sociétés par actions*

Just Energy Group Inc.

Corporate name / Dénomination sociale

750207-9

Corporation number / Numéro de société

I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the attached articles of amendment.

JE CERTIFIE que les statuts de la société susmentionnée sont modifiés aux termes de l’article 178 de la Loi canadienne sur les sociétés par actions , tel qu’il est indiqué dans les clauses modificatrices ci-jointes.

	/s/ Virginie Ethier
	Virginie Ethier

	Director / Directeur

	2017-02-06
	Date of Amendment (YYYY-MM-DD)
	Date de modification (AAAA-MM-JJ)

Form 4	Formulaire 4
Articles of Amendment	Clauses modificatrices
Canada Business Corporations Act	Loi canadienne sur les sociétés par
(CBCA) (s. 27 or 177)	actions (LCSA) (art. 27 ou 177)

1	Corporate name
	Dénomination sociale
	Just Energy Group Inc.

2	Corporation number
	Numéro de la société
	750207-9

3	The articles are amended as follows
	Les statuts sont modifiés de la façon suivante

	See attached schedule / Voir I’annexe ci-jointe

4	Declaration: I certify that I am a director or an officer of the corporation.
	Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société.

	Original signed by / Original signé par
	Patrick McCullough
	Patrick McCullough
	713-933-0895

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250 (1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Vous fourmissez des renseignements exigés par la LCSA. Il est a noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

SCHEDULE A

TO ARTICLES OF AMENDMENT

JUST ENERGY GROUP INC.

Appendix “A” to the Articles of Arrangement of the Corporation is hereby amended to add the following Section 7 immediately following Section 6 thereof:

“ 8.50% SERIES A FIXED-TO-FLOATING RATE CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES

7. Designation of Series A Preferred Shares. The first series of Preferred Shares of the Corporation shall consist of an aggregate of 10,000,000 Preferred Shares, designated as the “8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares” (the “ Series A Preferred Shares ”), which notwithstanding anything to the contrary in this Section 7, shall have attached thereto the following rights, privileges, restrictions and conditions:

7.1 Number of Shares . The number of Series A Preferred Shares is limited to an aggregate of 10,000,000 Series A Preferred Shares.

7.2 Definitions and Currency . As used in this Section 7, in addition to terms defined elsewhere herein, the following terms shall have the following meanings, unless the context otherwise requires:

“ Alternative Form Consideration ” has the meaning ascribed thereto in Section 7.8(c).

“ Board of Directors ” means the board of directors of the Corporation.

“ Business Day ” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in Toronto, Ontario are authorized or required by law, regulation or executive order to close.

“ CBCA ” means the Canada Business Corporations Act , as amended or replaced from time to time.

“ Change of Control ” means, and is deemed to occur when, after the original issuance of the Series A Preferred Shares, any of the following have occurred and are continuing:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, arrangement, amalgamation or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Corporation and its subsidiaries taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act); or

(2) the consummation of any transaction or series of related transactions

(including, without limitation, any merger, arrangement, amalgamation or consolidation), the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power of all Common Shares entitled to vote generally in the election of directors of the Corporation, measured by voting power rather than number of Common Shares; and provided, that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

“ Change of Control Conversion Date ” means the date the Series A Preferred Shares are to be converted, which will be a Business Day that is no fewer than 20 days nor more than 35 days after the date on which the Corporation provides the Change of Control Notice to the holders of Series A Preferred Shares.

“ Change of Control Conversion Right ” means the right of each holder of Series A Preferred Shares to convert any or all of such holder’s Series A Preferred Shares as provided for in Section 7.8.

“ Change of Control Notice ” means a notice provided by or on behalf of the Corporation to holders of Series A Preferred Shares notifying of the occurrence of a Change of Control that describes the resulting Change of Control Conversion Right and that states the following: (i) the events constituting the Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series A Preferred Shares may exercise their Change of Control Conversion Right; (iv) the method and period for calculating the Common Share Price; (v) the Change of Control Conversion Date; (vi) that if, prior to the Change of Control Conversion Date, the Corporation has provided or provides irrevocable notice of its election to redeem all or any portion of the Series A Preferred Shares pursuant to Section 7.7, holders of Series A Preferred Shares will not be able to convert Series A Preferred Shares designated for redemption and such shares will be redeemed on the related redemption date, even if such shares have already been surrendered for conversion pursuant to the Change of Control Conversion Right (unless the Corporation defaults in payment of the redemption price and all accumulated and unpaid dividends required to be paid pursuant to Section 7.7); (vii) if applicable, the type and amount of Alternative Form Consideration entitled to be received per Series A Preferred Share; (viii) the name and address of any paying agent and conversion agent; (ix) the procedures that the holders of Series A Preferred Shares must follow to exercise the Change of Control Conversion Right; and (x) the last date on which holders of Series A Preferred Shares may withdraw Series A Preferred Shares surrendered for conversion and the procedures such holders must follow to effect such a withdrawal.

“ Close of Business ” shall mean 5:00 p.m., Toronto time, on any Business Day.

“ Common Share Conversion Consideration ” has the meaning ascribed thereto in Section 7.8(a).

“ Common Share Price ” means (i) if the consideration to be received in the Change of Control by the holders of Common Shares is solely cash, the amount of cash consideration per Common Share or (ii) if the consideration to be received in the Change of Control by holders of

Common Shares is other than solely cash (x) the average of the closing sale prices per Common Share (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the principal United States securities exchange on which the Common Shares are then traded, or (y) the average of the last quoted bid prices for Common Shares in the over-the-counter market as reported by OTC Market Group Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Common Shares are not then listed for trading on a United States securities exchange, or (z) the average of the closing sales prices per Common Share (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control as reported on the TSX (as converted to United States dollars based on the average of the noon rate of exchange reported by the Bank of Canada (or any successor(s) thereof) for the exchange of Canadian dollars to United States dollars for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control) if the Common Shares are not then listed for trading on a United States securities exchange or United States over-the-counter market.

“ Conversion Consideration ” means the Common Share Conversion Consideration pursuant to Section 7.8(a) or the Alternative Form Consideration pursuant to Section 7.8(c), as applicable.

“ Depository ” means The Depository Trust Company, CDS Clearing and Depository Services Inc. or such other person (including any successor(s) thereof) as is designated by the Corporation from time to time to act as depository in respect of the Series A Preferred Shares.

“ dividend payment date ” has the meaning ascribed thereto in Section 7.4(a).

“ dividend period ” means each successive quarterly period ended on the last day of March, June, September and December.

“ dividend record date ” has the meaning ascribed thereto in Section 7.4(a).

“ Exchange Act ” means the United States Securities Exchange Act of 1934 , as amended, and the rules and regulations promulgated thereunder.

“ Junior Shares ” has the meaning ascribed thereto in Section 7.3(a).

“ Limiting Documents ” has the meaning ascribed thereto in Section 7.4(b).

“ Liquidation Preference ” means US$25.00 per Series A Preferred Share.

“ Mid Market Swap Rate ” means, on the second business day in New York immediately preceding the first day of each relevant dividend period for the Series A Preferred Shares, the applicable semi-annual 5-year U.S. dollar mid market swap rate (the “ 5-year Mid Swap Rate ”) displayed at 5:00 p.m. (New York time) as reported by Bloomberg L.P. on the IRSB page (or

such other page as may replace that page as reported by Bloomberg L.P., or such other service as may be nominated by the person providing or sponsoring the information appearing there for the purposes of displaying comparable rates) on such date of determination; provided that if the 5-year Mid Swap Rate does not appear on that page, it shall be determined by a U.S. or Canadian investment banking firm selected by the Corporation on the basis of (i) quotations provided by the principal office of each of four major banks in the U.S. dollar swap market of the rates at which swaps for a 5 year period in U.S. dollars are offered by it at approximately 5:00 p.m. (New York time) on such date of determination to participants in the U.S. dollar swap market, and (ii) the arithmetic mean rounded, if necessary, to the nearest 0.00001 (0.000005 being rounded upwards) of such quotations.

“ NYSE ” means the New York Stock Exchange or any successor(s) thereof.

“ Parity Shares ” has the meaning ascribed thereto in Section 7.3(b).

“ SEC ” has the meaning ascribed thereto in Section 7.12.

“ Senior Shares ” has the meaning ascribed thereto in Section 7.3(c).

“ Share Cap ” has the meaning ascribed thereto in Section 7.8(a)(2).

“ Share Split ” has the meaning ascribed thereto in Section 7.8(b).

“ TSX ” means the Toronto Stock Exchange or any successor(s) thereof.

All Series A Preferred Shares shall be denominated in United States currency, and all payments and distributions thereon or with respect thereto shall be made in United States currency. All references herein to “$” or “dollars” in this Section 7 refer to United States currency.

7.3 Ranking .

(a) The Series A Preferred Shares shall rank senior to the Common Shares and any other equity securities that the Corporation may issue from time to time, the terms of which specifically provide that such equity securities rank junior to the Series A Preferred Shares or do not specifically provide that such equity securities rank pari passu with, or senior to, the Series A Preferred Shares, in each case with respect to payment of dividends and amounts upon liquidation, dissolution or winding up (such junior shares being referred to hereinafter collectively as “ Junior Shares ”).

(b) The Series A Preferred Shares shall rank pari passu with any equity securities that the Corporation may issue from time to time, the terms of which specifically provide that such equity securities rank pari passu with such Series A Preferred Shares, in each case with respect to payment of dividends and amounts upon liquidation, dissolution or winding up (“ Parity Shares ”).

(c) The Series A Preferred Shares shall rank junior to other equity securities that the Corporation may issue from time to time, the terms of which specifically provide that such equity securities rank senior to the Series A Preferred Shares, in each case with respect to

payment of dividends and amounts upon liquidation, dissolution or winding up (“ Senior Shares ”).

(d) The Series A Preferred Shares shall rank junior to the Corporation’s existing and future indebtedness.

(e) If dividends on the Series A Preferred Shares are not paid on an applicable dividend payment date, the Corporation will not pay a dividend on any Parity Shares or Junior Shares until all accrued and unpaid dividends on the Series A Preferred Shares have been paid.

7.4 Dividends

(a) Holders of the Series A Preferred Shares are entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative cash dividends. During each dividend period from, and including, the date of original issuance to, but not including, March 31, 2022, dividends on the Series A Preferred Shares will accrue at the rate of 8.50% per annum of the Liquidation Preference. During each dividend period from, and including, March 31, 2022, to, but not including, March 31, 2027, dividends on the Series A Preferred Shares will accrue at an annual rate equal to the sum of (i) 6.48% plus the Mid Market Swap Rate as calculated on the immediately preceding dividend payment date and (ii) 0.50%, of the Liquidation Preference. During each dividend period from and including March 31, 2027, and thereafter, dividends on the Series A Preferred Shares will accrue at an annual rate equal to the sum of (i) 6.48% plus the Mid Market Swap Rate as calculated on the immediately preceding dividend payment date and (ii) 1.00%, of the Liquidation Preference. Dividends on the Series A Preferred Shares shall accrue daily and be cumulative from, and including, the date of original issue of each Series A Preferred Share and shall be payable quarterly on the last day of each March, June, September and December (each, a “ dividend payment date ”); provided that if any dividend payment date is not a Business Day, then the declared dividends which would otherwise have been payable on that dividend payment date will be paid on the next succeeding Business Day without the accumulation of additional dividends. For dividend periods beginning from, and including, March 31, 2022, the Mid Market Swap Rate will be determined on the immediately preceding dividend payment date and will apply to each day of such dividend period. The first dividend on the Series A Preferred Shares is scheduled to be paid on March 31, 2017 in the amount of US$0.3128 per Series A Preferred Share to holders of record of the Series A Preferred Shares at the close of business on the applicable dividend record date, which will be March 15, 2017. Any dividend payable on the Series A Preferred Shares, including dividends payable for any partial dividend period, will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the Corporation’s share register for the Series A Preferred Shares at the Close of Business on the applicable record date, which shall be the 15th day of each March, June, September and December, whether or not a Business Day, in which the applicable dividend payment date falls (each, a “ dividend record date ”).

(b) No dividends on Series A Preferred Shares shall be authorized by the Board of Directors or paid, declared or set aside for payment by the Corporation at any time when the authorization, payment, declaration or setting aside for payment would be unlawful under the CBCA or any other applicable law, or when the terms and provisions of any agreement of the Corporation,

including any agreement relating to the Corporation’s indebtedness (the “ Limiting Documents ”), prohibit the authorization, payment, declaration or setting aside for payment thereof or provide that the authorization, payment, declaration or setting aside for payment thereof would constitute a breach of the Limiting Documents or a default under the Limiting Documents. Notwithstanding the foregoing sentence, dividends on the Series A Preferred Shares will accrue regardless of whether (i) the terms of any Senior Shares that the Corporation may issue or agreements that the Corporation may enter into, including any documents or agreements governing the Corporation’s indebtedness, at any time prohibit the current payment of dividends, (ii) the Corporation has earnings or profits, (iii) there are funds legally available for the payment of such dividends, or (iv) such dividends are declared by the Board of Directors. No interest, or sum in lieu of interest, will be payable by the Corporation in respect of any dividend payment or dividend payments on the Series A Preferred Shares which may be in arrears, and holders of the Series A Preferred Shares will not be entitled to any dividends in excess of full cumulative dividends described in this Section 7.4. Any dividend payment made on the Series A Preferred Shares shall first be credited against the earliest accumulated but unpaid dividend due with respect to the Series A Preferred Shares.

(c) When dividends are not paid in full upon the Series A Preferred Shares and any other Preferred Shares that the Corporation may issue ranking pari passu as to dividends with the Series A Preferred Shares, all dividends declared upon the Series A Preferred Shares and such other Preferred Shares shall be declared pro rata so that the amount of dividends declared per Series A Preferred Share and such other Preferred Shares shall in all cases bear to each other the same ratio that accrued dividends per share on the Series A Preferred Shares and such other Preferred Shares (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such other Preferred Shares do not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series A Preferred Shares which may be in arrears.

7.5 Liquidation, Dissolution or Winding Up.

(a) Upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, then, after satisfaction of all liabilities and obligations to creditors of the Corporation and distribution of any assets of the Corporation to the holders of Senior Shares, and before any distribution or payment shall be made to or set aside for the holders of Common Shares or any other class or series of Junior Shares, the holders of Series A Preferred Shares shall be entitled to receive out of the Corporation’s assets or proceeds thereof legally available for distribution to shareholders and subject to the rights of holders of any Parity Shares, liquidating distributions in the amount per Series A Preferred Share of the Liquidation Preference, plus an amount equal to all dividends (whether or not declared) accrued and unpaid thereon to and including the date of payment. After payment of the full amount of the liquidating distributions to which they are entitled as set forth in the prior sentence, the holders of Series A Preferred Shares will have no right or claim to any of the Corporation’s remaining assets. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets or proceeds thereof are insufficient to pay in full the amount of the liquidating distributions on all outstanding Series A Preferred Shares and the amounts payable on all Senior Shares and Parity Shares, then after payment of the liquidating distribution on all outstanding

Senior Shares, the holders of the Series A Preferred Shares and all other classes or series of Parity Shares shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise respectively be entitled.

(b) For the purposes of this Section 7.5, a consolidation or merger, arrangement or amalgamation of the Corporation with or into any other entity, or the sale, lease or conveyance of all or substantially all of the Corporation’s property or business, or a statutory share exchange involving the Corporation, shall not be deemed to constitute a voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

7.6 Voting Rights.

(a) Except as provided by applicable law and as provided for herein, holders of Series A Preferred Shares will have no voting rights.

(b) Holders of Series A Preferred Shares shall be entitled to vote separately as a class to:

(1) amend, alter or repeal any provisions of the Corporation’s articles relating to the Series A Preferred Shares to affect materially and adversely the rights, privileges, restrictions or conditions of the Series A Preferred Shares; or

(2) authorize, create or increase the authorized amount of, any class or series of shares having rights senior to the Series A Preferred Shares with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up.

For the purposes of the foregoing voting rights, the following shall not, and shall be deemed not to, materially and adversely affect the rights, privileges, restrictions or conditions of the Series A Preferred Shares:

(i) any amendment of provisions of the Corporation’s articles so as to authorize or create or to increase the authorized amount of, any Junior Shares or any Parity Shares, including additional Series A Preferred Shares; and

(ii) any filing under the CBCA or another similar statute by the Corporation, including in connection with a merger, consolidation, arrangement, amalgamation or otherwise, in which (1) the Corporation is the surviving, resulting or continuing entity and the Series A Preferred Shares remain outstanding with the terms thereof materially unchanged in any respect adverse to the holders thereof; (2) the resulting, surviving, continuing or transferee entity is organized under the federal laws of Canada or under the laws of any Province of Canada or any state of the United States and substitutes or exchanges the Series A Preferred Shares for other preferred equity or shares having rights, privileges, restrictions and conditions substantially similar to those of the Series A Preferred Shares (except for changes that do not materially and adversely affect the Series A Preferred Shares); or (3) upon effectiveness of such merger, consolidation, arrangement, amalgamation or other transaction giving rise to the filing (and if such effectiveness occurs before March 31, 2022, a Change of Control shall have occurred on or prior to such effectiveness), the holders of Series A Preferred Shares will be entitled to

receive in exchange for their Series A Preferred Shares without further action by such holder cash consideration equal to the redemption price described under Section 7.7(a) or Section 7.7(b), as the case may be, including all accumulated and unpaid dividends (whether or not declared) to, but not including, the date of such effectiveness, and funds sufficient to pay the redemption price for all Series A Preferred Shares will be set aside for payment.

(c) The voting rights in Section 7.6(b) will not apply with respect to Series A Preferred Shares if, at or before the time when the act with respect to which the vote would otherwise be required is effected, such outstanding Series A Preferred Shares either are subject to (1) a notice of redemption pursuant to Section 7.7(a) or Section 7.7(b) and funds sufficient to pay the applicable redemption price, including accumulated and unpaid dividends to, but not including, the date of redemption, for all of such Series A Preferred Shares called for redemption have been set aside for payment or (2) a Change of Control Conversion Right which has been properly exercised and not withdrawn. In addition, the voting rights in Section 7.6(b) shall not apply to the creation by the Corporation of any additional series or classes of Parity Shares and/or Junior Shares, any increase in the authorized number of shares of Parity Shares (including the Series A Preferred Shares) and/or any Junior Shares (including Common Shares) or any issue additional series of Parity Shares (including Series A Preferred Shares) and/or Junior Shares.

(d) The approval of any matter contemplated in Section 7.6(b) must either be approved by (i) the affirmative vote of the holders of at least two-thirds of the outstanding Series A Preferred Shares voting in person or by proxy as a separate class at a meeting of shareholders of the Corporation, or (ii) the written consent of holders of all of the outstanding Series A Preferred Shares.

(e) When the Series A Preferred Shares are entitled to vote, such shares are entitled to one vote per share. In any matter in which the Series A Preferred Shares may vote as a single class with any other Preferred Shares (whether set forth in the articles of the Corporation or as may be required by law), each Series A Preferred Share shall be entitled to one vote per US$25.00 of stated liquidation preference.

(f) The holders of Series A Preferred Shares are not entitled to vote separately as a class or series on an amendment to the articles of the Corporation, except as may otherwise be required by applicable laws. For greater certainty but without limiting the foregoing sentence, the holders of the Series A Preferred Shares are not, except as otherwise expressly provided in the articles of the Corporation, entitled to vote separately as a class or series on an amendment to the articles of the Corporation referred to in clauses (a), (b), and (e) of subsection 176(1) of the CBCA.

7.7 Redemption

(a) On and after March 31, 2022, the Corporation may, at its option, upon not less than 30 nor more than 60 days written notice, redeem the Series A Preferred Shares, in whole or in part, at any time or from time to time, for cash at a redemption price per Series A Preferred Share equal to the Liquidation Preference, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption.

(b) Upon the occurrence of a Change of Control (i) at any time on or after March 31, 2022, and (ii) provided that no Limiting Document may prohibit the same, the Corporation may, at its option, upon not less than 30 nor more than 60 days written notice, redeem the Series A Preferred Shares, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price per Series A Preferred Share equal to the Liquidation Preference, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. If, prior to the Change of Control Conversion Date, the Corporation has provided notice of redemption of some or all of the Series A Preferred Shares (whether pursuant to Section 7.7(a) or this Section 7.7(b)), the holders of Series A Preferred Shares will not have the Change of Control Conversion Right as set forth in Section 7.8 with respect to the Series A Preferred Shares so called for redemption.

(c) Any notice of redemption given by the Corporation pursuant to Section 7.7(a) or Section 7.7(b) will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of record of Series A Preferred Shares at the address shown on the share register for the Preferred Shares. Any notice mailed as provided in this Section 7.7(c) shall be conclusively deemed to have been duly given whether or not the holder receives such notice, and any failure to duly give such notice by mail or any defect in such notice or in the mailing thereof to any holder of Series A Preferred Shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other Series A Preferred Shares. Each notice of redemption shall state: (i) the redemption date; (ii) the number of Series A Preferred Shares to be redeemed; (iii) the redemption price per Series A Preferred Share, which shall be equal to the Liquidation Preference, plus any accrued and unpaid dividends to but not including the date of redemption or the method for determining the redemption price for such Series A Preferred Share; (iv) the place or places where any certificates issued for Series A Preferred Shares other than through a Depository are to be surrendered for payment of the redemption price; (v) that dividends on the Series A Preferred Shares will cease to accrue on such redemption date; and (vi) any other information required by law or by the applicable rules of any stock exchange upon which the Series A Preferred Shares may be listed or admitted for trading. If fewer than all outstanding Series A Preferred Shares are to be redeemed, the notice mailed to each such holder of Series A Preferred Shares shall also specify the number of Series A Preferred Shares to be redeemed from each such holder.

(d) At the Corporation’s election, on or prior to the redemption date established for any Series A Preferred Shares, the Corporation may irrevocably deposit the redemption price (including accrued and unpaid dividends) for the Series A Preferred Shares so called for redemption in trust for the holders thereof with a bank or trust company selected by the Board of Directors, in which case the notice to holders of the Series A Preferred Shares will (i) state the date of such deposit; (ii) specify the office of such bank or trust company as the place of payment of the redemption price; and (iii) require such holders to surrender any certificates issued for Series A Preferred Shares other than through a Depository at such place on or about the date fixed in such redemption notice (which may not be later than the applicable redemption date) against payment of the redemption price (including all accrued and unpaid dividends to but not including the redemption date). Any interest or other earnings earned on the redemption price (including all accrued and unpaid dividends) deposited with a bank or trust company in accordance with the prior sentence will be paid to the Corporation. If the Corporation makes any

such deposit with a bank or trust company, then, notwithstanding that any certificate for any Series A Preferred Share so called for redemption has not been surrendered for cancellation, on and after the applicable redemption date all Series A Preferred Shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest, and the Series A Preferred Shares shall not be considered outstanding for purposes of voting or determining shares entitled to vote on any matter on or after the date of such deposit. Any monies so deposited that remain unclaimed by the holders of the Series A Preferred Shares at the end of six months after the applicable redemption date will be returned to the Corporation by such bank or trust company.

(e) On or after the date fixed for redemption of any Series A Preferred Shares, each holder of Series A Preferred Shares that holds a certificate other than through a Depository must present and surrender each certificate representing such Series A Preferred Shares to the Corporation or its agent at the place designated in the applicable notice and thereupon the redemption price of such shares will be paid to or on the order of the person whose name appears on such certificate representing the Series A Preferred Shares as the owner thereof, each surrendered certificate and the Series A Preferred Shares represented thereby will be cancelled.

(f) If any Series A Preferred Shares are redeemed pursuant to Section 7.7(a) or Section 7.7(b) and if the redemption date occurs after a dividend record date and on or prior to the related dividend payment date, the dividend payable on such dividend payment date with respect to such shares called for redemption shall be payable on such dividend payment date to the holders of record at the Close of Business on such dividend record date, and shall not be payable as part of the redemption price for such shares determined pursuant to Section 7.7(a) or Section 7.7(b), as applicable.

7.8 Conversion.

(a) Within 15 days following the occurrence of a Change of Control, the Corporation will give holders of Series A Preferred Shares a Change of Control Notice. Any Change of Control Notice mailed shall be conclusively deemed to have been duly given whether or not the holder receives such notice, and any failure to duly give such notice by mail or any defect in such notice or in the mailing thereof to any holder of Series A Preferred Shares shall not affect the operation of this Section 7.8. Prior to the opening of business on the first Business Day following any date on which the Corporation gives a Change of Control Notice to the holders of Series A Preferred Shares, the Corporation will issue a press release for publication via a Canadian and United States nationally recognized news wire service (or, if these organizations are not in existence at the time of issuance of the press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) or post a notice on the Corporation’s website, in either case regarding the giving of the Change of Control Notice. Upon the occurrence of a Change of Control, each holder of Series A Preferred Shares will have the right (unless, prior to the Change of Control Conversion Date, the Corporation has provided or provides irrevocable notice of the Corporation’s election to redeem the Series A Preferred Shares pursuant to Section 7.7, in which case each such holder will only have the right with respect to the Series A Preferred Shares not called for redemption (unless the Corporation defaults in the

payment of the redemption price and accumulated and unpaid dividends in accordance with Section 7.7, in which case each such holder will again have a conversion right with respect to the Series A Preferred Shares that are subject to such default in payment)) to convert some or all of the Series A Preferred Shares held by such holder on the Change of Control Conversion Date into a number of Common Shares per Series A Preferred Share, which is equal to the lesser of (the lesser of (1) and (2) below being the “ Common Share Conversion Consideration ”):

(1) the quotient obtained by dividing (i) the sum of the Liquidation Preference plus the amount of any accumulated and unpaid dividends (whether or not declared) to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a dividend record date for a dividend declared on the Series A Preferred Shares and prior to the corresponding dividend payment date, in which case no additional amount for such accumulated and unpaid dividend will be included in this sum) by (ii) the Common Share Price; and

(2) 8.606 Common Shares (the “ Share Cap ”), subject to adjustment in accordance with Section 7.8(b).

The Corporation will not issue any fractional Common Shares upon the conversion of the Series A Preferred Shares of any holder; rather, the Corporation will pay the cash value of any such fractional shares.

For greater certainty, if the Corporation provides a redemption notice pursuant to Section 7.7(a) or Section 7.7(b), holders of Series A Preferred Shares will not have any right to convert the Series A Preferred Shares that the Corporation has so elected to redeem or subsequently selected for redemption by the Corporation, and any such Series A Preferred Shares that have been surrendered for conversion pursuant to the Change of Control Conversion Right will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date.

(b) The Share Cap is subject to pro rata adjustment for any share splits (including those effected pursuant to a distribution of Common Shares), subdivisions, consolidations or combinations (in each case, a “ Share Split ”) with respect to the Common Shares, as follows: the adjusted Share Cap as the result of a Share Split will be the number of Common Shares that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the aggregate number of Common Shares outstanding after giving effect to such Share Split and the denominator of which is the aggregate number of Common Shares outstanding immediately prior to such Share Split. For the greater certainty, the aggregate number of Common Shares (or equivalent Alternative Form Consideration, as applicable) issuable in connection with the exercise of the Change of Control Conversion Right will not exceed 29,564,527 Common Shares, or such greater number of Common Shares as the TSX and the NYSE may permit without shareholder approval (or equivalent Alternative Form Consideration, as applicable), subject to pro rata adjustment for any Share Splits on the same basis as the corresponding adjustments to the Share Cap in accordance with the preceding sentence.

(c) In the case of a Change of Control pursuant to which the Common Shares will be converted into or exchanged for cash, securities or other property or assets (including any combination thereof) (the “ Alternative Form Consideration ”), a holder of Series A Preferred Shares will receive upon conversion of such Series A Preferred Shares the kind and amount of such consideration that such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of Common Shares equal to the Common Share Conversion Consideration immediately prior to the effective time of the Change of Control. Notwithstanding the foregoing, if a Change of Control occurs prior to March 31, 2022 and the Corporation is not able to deliver Alternative Form Consideration, the Corporation may in lieu thereof deliver to holders converting Series A Preferred Shares upon such Change of Control cash in an amount equal to the fair value (as determined by the Corporation in good faith) of the Alternative Form Consideration that was otherwise deliverable.

(d) If the holders of Common Shares have the opportunity to elect the form of consideration to be received in the Change of Control, the consideration that the holders of the Series A Preferred Shares electing to exercise their Change of Control Conversion Right will receive pursuant to Section 7.8(c) will be the form and proportion of the consideration actually received by holders of a majority of Common Shares that made such an election (if electing between two types of consideration) or holders of a plurality of Common Shares that made such an election (if electing between more than two types of consideration), as the case may be, and will be subject to any limitations to which all holders of Common Shares are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the Change of Control.

(e) To exercise the Change of Control Conversion Right, the holders of Series A Preferred Shares will be required to deliver, on or before the Close of Business on the Change of Control Conversion Date, the certificates (if any) representing Series A Preferred Shares to be converted, duly endorsed for transfer, together with a completed written conversion notice, to the Corporation’s transfer agent, or, in the case of Series A Preferred Shares held in global form, comply with the applicable procedures of the applicable Depository. Such conversion notice must state: (i) the relevant Change of Control Conversion Date; (ii) the number of Series A Preferred Shares to be converted; and (iii) that the Series A Preferred Shares are to be converted pursuant to the applicable provisions of the Series A Preferred Shares.

(f) Holders of Series A Preferred Shares may withdraw any conversion notice given to the Corporation pursuant to Section 7.8(e) (in whole or in part) by a written notice of withdrawal delivered to the Corporation’s transfer agent prior to the Close of Business on the Business Day prior to the Change of Control Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn Series A Preferred Shares; (ii) if certificated Series A Preferred Shares have been issued, the certificate numbers of the withdrawn Series A Preferred Shares; and (iii) the number of Series A Preferred Shares, if any, which remain subject to the conversion notice.

(g) Notwithstanding Section 7.8(e) and Section 7.8(f), if the Series A Preferred Shares are held in global form through or with a Depository, the conversion notice and/or the notice of withdrawal, as applicable, must comply with applicable procedures of such Depository.

(h) Series A Preferred Shares as to which the Change of Control Conversion Right has been properly exercised by a holder of Series A Preferred Shares and for which the conversion notice given pursuant to Section 7.8(e) has not been properly withdrawn pursuant to Section 7.8(f) will be converted into the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the Change of Control Conversion Date. The Corporation will deliver any amounts owing upon such conversion no later than the fifth Business Day following the Change of Control Conversion Date. In connection with the exercise of any Change of Control Conversion Right, the Corporation will comply with, and the Change of Control Conversion Right will in all circumstances be subject to and if applicable limited by, all federal, provincial, and state securities laws and stock exchange rules in connection with any conversion of Series A Preferred Shares into Common Shares or other property.

(i) Notwithstanding the foregoing provisions of this Section 7.8, the holders of Series A Preferred Shares will not have the Change of Control Conversion Right if the “person” (as that term is used in Section 13(d)(3) of the Exchange Act) that acquires control of the Corporation has shares listed or quoted on the New York Stock Exchange, the NYSE MKT, the NASDAQ Stock Market or the TSX or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE MKT, the NASDAQ Stock Market or the TSX, and the Series A Preferred Shares become convertible into or exchangeable for such person’s listed shares upon a subsequent Change of Control of such person.

(j) Except as expressly provided in this Section 7.8, the Series A Preferred Shares are not otherwise convertible into or exchangeable for any other securities or property.

7.9 Taxes. For the purposes of subsection 191(4) of the Income Tax Act (Canada), the specified amount in respect of a Series A Preferred Share is C$31.82. The Corporation and any paying agent shall be entitled to withhold taxes on all payments on the Series A Preferred Shares, Common Shares or other securities issued upon conversion of the Series A Preferred Shares to the extent required by law.

7.10 Notices . All notices in respect of the Series A Preferred Shares shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in the articles of the Corporation or by applicable law or regulation to the registered holders of Series A Preferred Shares at their respective addresses set forth in the register of holders of Series A Preferred Shares; provided, however , if the Series A Preferred Shares are issued in book-entry form through a Depository, such notices may be given to the holders of the Series A Preferred Shares in any manner permitted by such Depository.

7.11 Registered Holders . To the fullest extent permitted by applicable law, the Corporation may deem and treat the registered holder(s) of any Series A Preferred Share as the true and lawful owner thereof for all purposes, and the Corporation shall not be affected by any notice to the contrary.

7.12 Information Rights. During any period in which the Corporation is not subject to Section 13 or 15(d) of the Exchange Act and not a “reporting issuer” under any Canadian securities laws, and any Series A Preferred Shares are outstanding, the Corporation will: (i)

transmit by mail to all holders of Series A Preferred Shares, as their names and addresses appear in the Corporation’s record books, and without cost to such holders, copies of the annual reports and quarterly reports that the Corporation would have been required to file with the United States Securities and Exchange Commission (the “ SEC ”) pursuant to Section 13 or 15(d) of the Exchange Act if the Corporation was subject to such sections (other than any exhibits that would have been required); and (ii) promptly upon written request, supply copies of such reports to any prospective holder of Series A Preferred Shares. In such circumstances, the Corporation will mail the reports to the holders of Series A Preferred Shares within 15 days after the respective dates by which the Corporation would have been required to file the reports with the SEC if the Corporation was subject to Section 13 or 15(d) of the Exchange Act, assuming the Corporation is a “non-accelerated” filer in accordance with the Exchange Act.”

Exhibit 4

GENERAL BY-LAW

BY-LAW NO. 1

A BY-LAW RELATING GENERALLY

TO THE CONDUCT OF THE AFFAIRS

JUST ENERGY GROUP INC.

TITLE	SECTION	PAGE

INTERPRETATION		5
Definitions	1.01	5
Divisions	1.02	6

BANKING AND SECURITIES
Banking Arrangements	2.01	6
Voting Rights in Other Bodies Corporate	2.02	6

EXECUTION OF INSTRUMENTS
Authorized Signing Officers	3.01	7
Cheques, Drafts and Notes	3.02	7
Corporate Seal	3.03	7
Financial Year	3.04	7

DIRECTORS
Number and Residency of Directors	4.01	7
Election and Term	4.02	7
Removal of Directors	4.03	8
Consent	4.04	8
Vacation of Office	4.05	8
Committee of Directors and Lead Director	4.06	8
Transaction of Business of Committee	4.07	9
Procedure	4.08	9
Remuneration and Expenses	4.09	9
Vacancies	4.10	9
Action by the Board	4.11	9

MEETING OF DIRECTORS
Place of Meeting	5.01	9
Notice of Meeting	5.02	9
Adjourned Meeting	5.03	10
Calling of the Meetings	5.04	10
Regular Meetings	5.05	10
Chair	5.06	11
Quorum	5.07	11
Canadian Representation at Meetings	5.08	11
Voting	5.09	11
Meeting by Telephone	5.10	11
Resolution in Lieu of Meeting	5.11	11
Amendments to the Act	5.12	12

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
Conflict of Interest	6.01	12
Limitation of Liability	6.02	12
Indemnity	6.03	13
Insurance	6.04	13

OFFICERS
Election or Appointment	7.01	14
Chair of the Board	7.02	14
Lead Director	7.03	14
President	7.04	14
Vice-President	7.05	14
Secretary	7.06	14
Treasurer	7.07	15
General Manager or Manager	7.08	15
Powers and Duties of Other Officers	7.09	15
Variation of Powers and Duties	7.10	15
Vacancies	7.11	15
Remuneration and Removal	7.12	15
Agents and Attorneys	7.13	15
Conflict of Interest	7.14	16
Fidelity Bonds	7.15	16

SHAREHOLDERS’ MEETINGS
Annual Meetings	8.01	16
Special Meetings	8.02	16
Place of Meetings	8.03	16
Participation in Meeting by Electronic Means	8.04	16
Meeting Held by Electronic Means	8.05	16
Record Date for Notice	8.06	16
Notice of Meeting	8.07	17
Right to Vote	8.08	17
List of Shareholders Entitled to Notice	8.09	17
Meetings Without Notice	8.10	17
Waiver of Notice	8.11	18
Chair, Secretary and Scrutineers	8.12	18
Persons Entitled to be Present	8.13	18
Quorum	8.14	18
Proxyholders and Representatives	8.15	18
Time for Deposit of Proxies	8.16	19
Joint Shareholders	8.17	19
Votes to Govern	8.18	19
Show of Hands	8.19	19
Ballots	8.20	19
Adjournment	8.21	20
Resolution in Lieu of a Meeting	8.22	20
Only One Shareholder	8.23	20

SHARES
Non-Recognition of Trusts	9.01	20
Certificates	9.02	20
Replacement of Share Certificates	9.03	20
Joint Holders	9.04	21
Allotment of Shares	9.05	21
Commissions	9.06	21

TRANSFER OF SECURITIES
Registration of Transfer	10.01	21
Transfer Agents and Registrar	10.02	21
Securities’ Registers	10.03	22
Deceased Shareholders	10.04	22

DIVIDENDS AND RIGHTS
Dividends	11.01	22
Dividend Cheques	11.02	22
Non-Receipt of Cheques	11.03	22
Unclaimed Dividends	11.04	23
Record Date for Dividends and Rights	11.05	23

INFORMATION AVAILABLE TO SHAREHOLDERS
Confidential Information	12.01	23
Conditions of Access to Information	12.02	23
Registered Office and Records Office	12.03	23

NOTICES
Method of Giving Notices	13.01	23
Notice to Joint Shareholders	13.02	24
Computation of Time	13.03	24
Persons Entitled by Death or Operation of Law	13.04	24
Non-Receipt of Notices	13.05	24
Omissions and Errors	13.06	24
Signature on Notices	13.07	25
Waiver of Notice	13.08	25

MISCELLANEOUS
Directors to Require Surrender of Share Certificates	14.01	25
Severability	14.02	26

GENERAL BY-LAW

BY-LAW NO. 1

A BY-LAW RELATING GENERALLY TO THE CONDUCT OF THE AFFAIRS OF

JUST ENERGY GROUP INC.

(hereinafter called the “Corporation”)

IT IS HEREBY ENACTED as a by-law of the Corporation as follows:

DIVISION ONE

INTERPRETATION

1.01 In the by-laws of the Corporation, unless the context otherwise specifies or requires:

a. “Act” means the Canada Business Corporations Act , as from time to time amended and every statute that may be substituted therefore and, in the case of such substitution, any references in the by-laws of the Corporation to provisions of the Act shall be read as references to the substituted provisions therefore in the new statute or statutes;

b. “appoint” includes “elect” and vice versa;

c. “board” means the board of directors of the Corporation;

d. “by-laws” means this by-law and all other by-laws of the Corporation from time to time in force and effect;

e. “meeting of shareholders” includes an annual or other general meeting of shareholders and a special meeting of shareholders;

f. “Regulations” means the regulations under the Act as published or from time to time amended and every regulation that may be substituted therefore and, in the case of such substitution, any references in the by-laws of the Corporation to provisions of the Regulations shall be read as references to the substituted provisions therefore in the new regulations;

g. “signing officer” means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by virtue of section 3.01 of this by-law or by a resolution passed pursuant thereto; and

h. “special meeting of shareholders” means a meeting of any particular class or classes of shareholders and a meeting of all shareholders entitled to vote at any annual meeting of shareholders at which special business is to be transacted.

Save as aforesaid, all terms which are contained in the by-laws of the Corporation and which are defined in the Act or the Regulations shall, unless the context otherwise specifies or requires, have the meanings given to such terms in the Act or the Regulations. Words importing the singular number include the plural and vice versa; the masculine shall include the feminine; and the word “person” shall include an individual, partnership, association, body corporate, body politic, trustee, executor, administrator and legal representative.

Headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

1.02 Divisions

The board may cause the business and operations of the Corporation or any part thereof to be divided into one or more divisions upon such basis, including without limitation types of business or operations, geographical territories, product lines or goods or services, as may be considered appropriate in each case. In connection with any such division the board or, subject to any direction by the board, the president may authorize from time to time, upon such basis as may be considered appropriate in each case:

(a) Subdivision and Consolidation — the further division of the business and operations of any such division into sub-units and the consolidation of the business and operations of any such divisions and sub-units;

(b) Name — the designation of any such division or sub-unit by, and the carrying on the business and operations of any such division or sub-unit under, a name other than the name of the Corporation; provided that the Corporation shall set out its name in legible characters in all places required by law; and

(c) Officers — the appointment of officers for any such division or sub-unit, the determination of their powers and duties, and the removal of any of such officers so appointed, provided that any such officers shall not, as such, be officers of the Corporation.

DIVISION TWO

BANKING AND SECURITIES

2.01 Banking Arrangements

The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefore, shall be transacted with such banks, trust companies or other bodies corporate or organizations or any other persons as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of power as the board may from time to time prescribe or authorize.

2.02 Voting Rights in Other Bodies Corporate

The signing officers of the Corporation may execute and deliver instruments of proxy and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments, certificates or other evidence shall be in favour of such person or persons as may be determined by the person signing or arranging for them. In addition, the board may direct the manner in which and the person or persons by whom any particular voting rights or class of voting rights may or shall be exercised.

DIVISION THREE

EXECUTION OF INSTRUMENTS

3.01 Authorized Signing Officers

Unless otherwise authorized by the directors, deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any one officer or director of the Corporation. In addition, the board may from time to time direct the manner in which the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer may affix the corporate seal to any instrument requiring the same, but no instrument is invalid merely because the corporate seal is not affixed thereto.

3.02 Cheques, Drafts and Notes

All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or person or persons, whether or not officers of the Corporation, and in such manner as the board may from time to time designate by resolution.

3.03 Corporate Seal

The Corporation may, but need not have, a corporate seal and if one is adopted it shall be in a form approved from time to time by the board.

3.04 Financial Year

The financial year of the Corporation shall be determined from time to time by resolution of the board.

DIVISION FOUR

DIRECTORS

4.01 Number and Residency of Directors

The board shall consist of such number of directors as is fixed by the articles, or where the articles specify a variable number, shall consist of such number of directors as is not less than the minimum nor more than the maximum number of directors provided in the articles and as shall be fixed from time to time by resolution of the shareholders. No less than twenty-five percent (25%) of the directors of the Corporation must be resident Canadians.

4.02 Election and Term

Subject to the articles, the election of directors shall take place at each annual meeting of shareholders and all of the directors then in office, unless elected for a longer period of time (not to exceed the close of the third (3rd) annual meeting of shareholders following election), shall retire but, if qualified, shall be eligible for re-election. The number of directors to be elected at any such meeting shall, subject to the articles, be the number of directors then in office, or the number of directors whose terms of office expire at the meeting, as the case may be, except that, if cumulative voting is not required by the articles and the articles otherwise permit, the shareholders may resolve to elect some other number of directors. Where the shareholders adopt an amendment to the articles to increase the number or minimum number of directors, the shareholders may, at the meeting at which they adopt the amendment, elect the additional number of directors authorized by the amendment. If fan election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected. If the articles provide for cumulative voting, each director elected by shareholders (but not directors elected or

appointed by creditors or employees) censes to hold office at the annual meeting and each shareholder entitled to vote at an election of directors has the right to cast a number of votes equal to the number of votes attached to the shares held by him multiplied by the number of directors he is entitled to vote for, and he may cast all such votes in favour of one candidate or distribute them among the candidates in any manner. If he has voted for more than one candidate without specifying the distribution among such candidate, he shall be deemed to have divided his votes equally among the candidates for whom he voted.

4.03 Removal of Directors

Subject to the Act and the articles, the shareholders may by ordinary resolution passed at a special meeting remove any director from office, except a director elected by employees or creditors pursuant to the articles or a unanimous shareholder agreement, and the vacancy created by such removal may be filled at the same meeting, failing which it may be filled by the board. However, if the articles provide for cumulative voting, no director shall be removed pursuant to this section where the votes cast against the resolution for his removal would, if cumulatively voted at an election of the full board, be sufficient to elect one or more directors.

4.04 Consent

A person who is elected or appointed a director is not a director unless:

a. he was present at the meeting when he was elected or appointed and did not refuse to act as a director, or

b. if he was not present at the meeting when he was elected or appointed:

i. he consented in writing to act as a director before his election or appointment or within ten (10) days after it, or

ii. he has acted as a director pursuant to the election or appointment.

4.05 Vacation of Office

A director of the Corporation ceases to hold office when:

a. he dies or resigns;

b. he is removed in accordance with section 109 of the Act; or

c. he becomes disqualified under subsection 105( 1) of the Act.

4.06 Committee of Directors and Lead Director

The directors may appoint from among their number: (a) a lead director, who must be a resident Canadian and prescribe his duties and responsibilities and (b) one or more committees of directors, however designated, and subject to section 115 of the Act may delegate to the director or a committee any of the powers of the directors. A committee may be comprised of one or more directors and the mandate for each such committee shall be determined by the directors.

4.07 Transaction of Business of Committee

Subject to the provisions of this by-law with respect to participation by telephone, the powers of a committee of directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all of the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Canada and may be called by any one member of the committee giving notice in accordance with the by-laws governing the calling of directors’ meetings.

4.08 Procedure

Unless otherwise determined herein or by the board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chair and subject to section 4.07 hereof, to regulate its procedure.

4.09 Remuneration and Expenses

The directors shall be paid such remuneration for their services as the board may from time to time determine. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the board or any committee thereof. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

4.10 Vacancies

Subject to the Act, a quorum of the board may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or minimum number of directors or from a failure to elect the number or minimum number of directors required by the articles. If there is not a quorum of directors, or if there has been a failure to elect the number or minimum number of directors required by the articles, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.

4.11 Action by the Board

The board shall manage or supervise the management of the business and affairs of the Corporation. Notwithstanding a vacancy among the directors, a quorum of directors may exercise all the powers of the directors. If the Corporation has only one director, that director may constitute a meeting.

DIVISION FIVE

MEETING OF DIRECTORS

5.01 Place of Meeting

Meetings of the board may be held at any place within or outside Canada.

5.02 Notice of Meeting

Unless the directors have made regulations otherwise, meetings of the board may be summoned on twenty-four (24) hours’ notice, verbally or in writing, and whether by means of telephone or telegraph, or any other means of communication. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except any proposal to:

a. submit to the shareholders any question or matter requiring approval of the shareholders;

b. fill a vacancy among the directors or in the office of auditor;

c. issue securities, except in the manner and on the terms authorized by the directors;

d. declare dividends;

c. purchase, redeem or otherwise acquire shares issued by the Corporation, except in the manner and on the terms authorized by the directors;

f. pay a commission for the sate of shares;

g. approve a management proxy circular;

h. approve a take-over bid circular or directors’ circulars;

i. approve any financial statements to be placed before the shareholders at an annual meeting; or

j. adopt, amend or repeal by-laws.

Provided, however, that a director may in any manner waive notice of a meeting and attendance of a director at a meeting of directors shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

For the first meeting of the board of directors to be held immediately following an election of directors or for a meeting of the board at which a director is to be appointed to fill a vacancy in the board, no notice of such meeting shall be necessary to the newly elected or appointed director or directors in order to legally constitute the meeting, provided that a quorum of the directors is present.

5.03 Adjourned Meeting

Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

5.04 Calling of the Meetings

Meetings of the board shall be held from time to time at such time and at such place as the board, the chair of the board, the lead director, the president or any two directors may determine. Should more than one of the above-named call a meeting at or for substantially the same time, there shall be held only one meeting and such meeting shall occur at the time and place determined by, in order of priority, the board, the chair of the board, the lead director, or the president.

5.05 Regular Meetings

The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, and forthwith to each director subsequently elected or appointed, but no other notice shall be required for any such regular meeting except where the Act or this by-law requires the purpose thereof or the business to be transacted thereat to be specified.

5.06 Chair

The chair of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting: chair of the board, lead director or president. If no such officer is present, the directors present shall choose one of their number to be chair.

5.07 Quorum

Subject to section 5.08, the quorum for the transaction of business at any meeting of the board shall consist of a majority of the directors holding office or such greater number of directors as the board may from time to time determine.

5.08 Canadian Representation at Meetings

Directors shall not transact business at a meeting of directors unless no less than twenty-five percent (25%) of the directors present are resident Canadians. Notwithstanding the foregoing, directors may transact business at a meeting of directors when less than twenty-five percent (25%) of the directors present are resident Canadians if:

a. a resident Canadian director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and

b. the required number of resident Canadian directors would have been present at the meeting had that director who gives his approval under paragraph (a) been present at the meeting.

5.09 Votin g

Questions arising at any meeting of the board shall be decided by a majority of votes, the chair of the meeting shall be entitled to vote and the chair shall not have a second or casting vote in the event of an equality of votes.

5.10 Meeting by Telephone

A director, if all the directors of the Corporation consent, may participate in a meeting of the board or a committee of the board by means of such telephone or other communication facilities which permits all persons participating in the meeting to hear each other and a director participating in such meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of directors held while a director holds office.

5.11 Resolution in Lieu of Meeting

Notwithstanding any of the foregoing provisions of this by-law, a resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the directors or a committee of directors is as valid as if it had been passed at a meeting of the directors or committee of directors. A copy of every such resolution shall be kept with the minutes of the proceedings of the directors or committee of directors. Any such resolution in writing is effective for all purposes at such time as the resolution states regardless of when the resolution is signed.

5.12 Amendments to the Act

It is hereby affirmed that the intention of sections 4.01, 4.06, 5.08 and 7.03 as they relate to Canadian representation is to comply with the minimum requirements of the Act and in the event that such minimum requirements shall be amended, deleted or replaced such that no, or lesser, requirements with respect to Canadian representation are then in force, such sections shall be correspondingly amended, deleted or replaced.

DIVISION SIX

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

6.01 Conflict of Interest

A director or officer shall not be disqualified by his office, or be required to vacate his office, by reason only that he

a. is a party to;

b. is a director or officer, or an individual acting in a similar capacity, of a party to; or

c. has a material interest in a party to

a material contract or material transaction, whether made or proposed, with the Corporation. Such a director or officer shall, however, disclose to the Corporation the nature and extent of his interest in the contract or transaction at the time and in the manner provided by the Act. Subject to the provisions of the Act, a director shall not by reason only of his office be accountable to the Corporation or to its shareholders for any profit or gain realized from such a contract or transaction, and such contract or transaction shall not be void or voidable by reason only of the director’s interest therein, provided that the required declaration and disclosure of interest is properly made, the contract or transaction is approved by the directors or shareholders, if necessary, and the contract or transaction was fair and reasonable to the Corporation at the time it was approved and, if required by the Act, the director refrains from voting as a director on the contract or transaction.

6.02 Limitation of Liability

Every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, the Act and the Regulations, no director or officer for the time being of the Corporation shall be liable for the acts, neglects or defaults of any other director or officer or employee or for joining in any act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the Regulations thereunder or from liability for any breach thereof. The directors for the time being of the Corporation shall not be under any duty or responsibility

in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the board of directors.

No act or proceeding of any director or officer or the board shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to such act or proceeding or the election, appointment or qualification of such director or officer or board.

6.03 Indemnity

Subject to section 124 of the Act, the Corporation may indemnify a director or officer of the Corporation, a former director or officer of the Corporation or another individual who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal, administrative, investigative or other proceeding to which he is involved by reason of that association with the Corporation or other entity, if:

a. he acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which he acted as director or officer or in a similar capacity at the Corporation’s request; and

b. in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

The Corporation may also indemnify such persons in such other circumstances as the Act permits or requires. Nothing herein contained shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this section 6.03.

The Corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of any civil, criminal, administrative, investigative or other proceeding referred to above provided that the individual shall repay the moneys if the individual did not fulfill the conditions set out in paragraphs (a) and (b) above.

6.04 Insurance

The Corporation may purchase and maintain insurance for the benefit of any person referred to in section 6.03 against any liability incurred by him:

a. in his capacity as a director or officer of the Corporation, except where the liability relates to his failure to act honestly and in good faith with a view to the best interests of the Corporation; or

b. in his capacity as a director or officer of another body corporate where he acts or acted in that capacity at the Corporation’s request, except where the liability relates to his failure to act honestly and in good faith with a view to the best interests of the body corporate.

DIVISION SEVEN

OFFICERS

7.01 Election or Appointment

The board may, from time to time, appoint a chair of the board, a president, one or more executive vice presdidents, vice-presidents, a general counsel, a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Except for a managing director and a chair of the board who must be directors, an officer may, but need not be, a director and one person may hold more than one office.

7.02 Chair of the Board

The chair of the board shall, when present, preside at all meetings of the board and at all meetings of shareholders.

If no managing director is appointed, the board may assign to the chair of the board any of the powers and duties that, by any provision of this by-law, are assigned to the lead director; and he shall, subject to the provisions of the Act, have such other powers and duties as the board may specify. During the absence or disability of the chair of the board, his duties shall be performed and his powers exercised by the lead director, if any, or by the president.

7.03 Lead Director

The lead director, if any, shall be a resident Canadian and shall have, subject to the authority of the board, have such other powers and duties as the board may specify.

7.04 Chief Executive Officer and President

The roles of the Chief Executive Officer and President may be combined or separated and they shall, either combined or separately, subject to the authority of the board, have such powers and duties as the board may specify.

7.05 Vice-President

During the absence or disability of the president, his duties shall be performed and his powers exercised by the vice-president or, if there is more than one, by the vice-president designated from time to time by the board or the president; provided, however, that a vice-president who is not a director shall not preside as chair at any meeting of the board or of a committee of directors. A vice-president shall have such other powers and duties as the board or the president may prescribe.

7.06 Secretary

The secretary shall attend and be the secretary of all meetings of the board, shareholders and committees of the board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; he shall give or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the board.

7.07 Treasurer

The treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render to the board whenever required an account of all his transactions and he shall have such other powers and duties as the board or chief executive officer, if any, or the president may specify.

7.08 General Manager or Manager

If elected or appointed, the general manager or manager shall have, subject to the authority of the board, the president, if any, and the chief executive officer, full power to manage and direct the business and affairs of the Corporation (except such matters and duties as by law must be transacted or performed by the board and/or by the shareholders) and to employ and discharge agents and employees of the Corporation and may delegate to him or them any lesser authority. A general manager or manager shall conform to all lawful orders given to him by the board and shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Corporation. Any agent or employee appointed by a general manager or manager shall be subject to discharge by the board.

7.09 Powers and Duties of Other Officers

The powers and duties of all other officers shall be such as the terms of their engagement call for or as the board, or the president, if any, or the chief executive officer may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the president, if any, or the chief executive officer otherwise directs.

7.10 Variation of Powers and Duties

The board may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer.

7.11 Vacancies

If the office of any officer of the Corporation shall be or become vacant by reason of death, resignation, disqualification or otherwise, the directors by resolution shall, in the case of the president or the secretary, and may, in the case of any other office, appoint a person to fill such vacancy.

7.12 Remuneration and Removal

The remuneration of all officers appointed by the board of directors shall be determined from time to time by resolution of the board of directors. The fact that any officer or employee is a director or shareholder of the Corporation shall not disqualify him from receiving such remuneration as may be determined. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the board of directors at any time, with or without cause.

7.13 Agents and Attorneys

The Corporation, by or under the authority of the board, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including the power to sub-delegate) of management, administration or otherwise as may be thought fit.

7.14 Conflict of Interest

An officer shall disclose his interest in any material contract or proposed material contract with the Corporation in accordance with section 6.01.

7.15 Fidelity Bonds

The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their powers and duties, in such forms and with such surety as the board may from time to time determine.

DIVISION EIGHT

SHAREHOLDERS’ MEETINGS

8.01 Annual Meetings

Subject to the Act, the annual meeting of shareholders shall be held at such time and on such day in each year and, subject to section 8.03, at such place or places as the board, the chair of the board, the managing director or the president may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors if required by the Act or the articles, and for the transaction of such other business as may properly be brought before the meeting.

8.02 Special Meetings

The board shall have the power to call a special meeting of shareholders at any time.

8.03 Place of Meetings

Meetings of shareholders shall be held at any place within Canada as the directors so determine or, if all the shareholders entitled to vote at the meeting so agree or if the articles so provide, outside Canada.

8.04 Participation in Meeting by Electronic Means

Any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the Regulations to the Act, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility. A person participating in a meeting by such means is deemed to be present at the meeting.

8.05 Meeting Held by Electronic Means

If the directors or shareholders call a meeting of shareholders pursuant to the Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the Regulations to the Act, if any, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

8.06 Record Date for Notice

The board may fix in advance a date, preceding the date of any meeting of shareholders by not more than sixty (60) days and not less than twenty-one (21) days, as a record date for the determination of shareholders entitled to notice of the meeting. If no record date is fixed, the record date for the

determination of the shareholders entitled to receive notice of the meeting shall be the close of business on the date immediately preceding the day on which the notice is given or, if no notice is given, the day on which the meeting is held.

8.07 Notice of Meeting

Notice of the time and place of each meeting of shareholders shall be sent not less than twenty-one (21) days and not more than sixty (60) days before the meeting to each shareholder entitled to vote at the meeting, each director and the auditor of the Corporation. A notice of meeting need not be sent to shareholders who are not registered on the records of the Corporation or its transfer agent on the record date as determined according to section 8.06 hereof. Notice of a meeting of shareholders at which special business is to be transacted shall state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting.

8.08 Right to Vote

Subject to the provisions of the Act as to authorized representatives of any other body corporate, at any meeting of shareholders in respect of which the Corporation has prepared the list referred to in section 8.09 hereof, every person who is named in such list shall be entitled to vote the shares shown thereon opposite his name except to the extent that such person has transferred any of his shares after the record date set pursuant to section 8.06 hereof, or, if no record date is fixed, after the date on which the list referred to in section 8.09 is prepared, and the transferee, upon producing properly endorsed certificates evidencing such shares or otherwise establishing that he owns such shares, demands not later than ten (10) days before the meeting that his name be included to vote the transferred shares at the meeting, in the absence of a list prepared as aforesaid in respect of a meeting of shareholders, every person shall be entitled to vote at the meeting who at the close of business on the record date, or if no record date is set, at the close of business on the date preceding the date notice is sent, is entered in the securities register as the holder of one or more shares carrying the right to vote at such meeting.

8.09 List of Shareholders Entitled to Notice

For every meeting of shareholders the Corporation shall prepare an alphabetical list of its shareholders entitled to receive notice of the meeting, showing the number of shares held by each shareholder. If a record date for the meeting is fixed pursuant to section 8.06 hereof, the shareholders listed shall be those registered at the close of business on the record date. If no record date is fixed, the shareholders listed shall be those listed at the close of business on the day immediately preceding the day on which notice of a meeting is given, or where no such notice is given, the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where its central securities register is maintained and at the meeting of shareholders for which the list was prepared.

8.10 Meetings Without Notice

A meeting of shareholders may be held without notice at any time and place permitted by the Act:

a. if all the shareholders entitled to vote thereat are present in person or represented by proxy or if those not present or represented by proxy waive notice of or otherwise consent to such meeting being held; and

b. if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held.

At such meetings any business may be transacted which the Corporation at a meeting of shareholders may transact. If the meeting is held at a place outside Canada, shareholders not present or represented by proxy, but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to a meeting being held at such place.

8.11 Waiver of Notice

A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders and attendance of any such person at a meeting of shareholders shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

8.12 Chair, Secretary and Scrutineers

The chair of the board or, in his absence, the president, if such an officer has been elected or appointed and is present, or otherwise a vice-president who is a shareholder of the Corporation shall be chair of any meeting of shareholders. If no such officer is present within fifteen (15) minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chair. If the secretary of the Corporation is absent, the chair shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chair with the consent of the meeting.

8.13 Persons Entitled to be Present

The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditors of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

8.14 Quorum

A quorum at any meeting of shareholders (unless a greater number of persons are required to be present or a greater number of shares are required to be represented by the Act or by the articles or by any other by-law) shall be persons present not being less than two (2) in number and holding or representing not less than twenty five (25%) per cent of the shares entitled to be voted at the meeting. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of the meeting of shareholders, the shareholders present or represented may adjourn the meeting to a fixed time and place but may not transact any other business,

8.15 Proxyholders and Representatives

Votes at meetings of the shareholders may be given either personally or by proxy; or, in the case of a shareholder who is a body corporate or association, by an individual authorized by a resolution of the board or governing body of the body corporate or association to represent it at a meeting of shareholders of the Corporation, upon producing a certified copy of such resolution or otherwise establishing his authority to vote to the satisfaction of the secretary or the chair.

A proxy shall be executed by the shareholder or his attorney authorized in writing and is valid only at the meeting in respect of which it is given or any adjournment thereof. A person appointed by proxy need not be a shareholder.

8.16 Time for Deposit of Proxies

The board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting by not more than forty-eight (48) hours exclusive of Saturdays and holidays, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time having been specified in such notice, it has been received by the secretary of the Corporation or by the chair of the meeting or any adjournment thereof prior to the time of voting.

8.17 Joint Shareholders

If two or more persons hold shares jointly, any one of them present in person or duly represented at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented and vote, they shall vote as one the shares jointly held by them.

8.18 Votes to Govern

Except as otherwise required by the articles or by-laws or by law, all questions proposed for the consideration of shareholders at a meeting of shareholders shall be determined by a majority of the votes cast and in the event of an equality of votes at any meeting of shareholders, either upon a show of hands or upon a ballot, the chair shall not have a second or casting vote.

8.19 Show of Hands

Subject to the Act, any question at a meeting of shareholders shall be decided by a show of hands, unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of shareholders upon the said question.

8.20 Ballots

On any question proposed for consideration at a meeting of shareholders, a shareholder, proxyholder or other person entitled to vote may demand and the chair may require that a ballot be taken either before or upon the declaration of the result of any vote by show of hands. If a ballot is demanded on the election of a chair or on the question of an adjournment it shall be taken forthwith without an adjournment. A ballot demanded or required on any other question shall be taken in such manner as the chair shall direct. A demand or requirement for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled, in respect of the shares that he is entitled to vote at the meeting upon the question, to the number of votes as provided for by the articles or, in the absence of such provision in the articles, to one vote for each share he is entitled to vote. The result of the ballot so taken shall be the decision of the shareholders upon the question.

8.21 Adjournment

The chair at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place. If a meeting of shareholders is adjourned for less than thirty (30) days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the time of the adjournment. Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty (30) days or more, notice of the adjourned meeting shall be given in the same manner as notice for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than ninety (90) days, subsection 149(1) of the Act does not apply.

8.22 Resolution in Lieu of a Meeting

Except where not permitted in the Act, a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and a resolution in writing dealing with all matters required to be dealt with at a meeting of shareholders and signed by all the shareholders entitled to vote at such meeting, satisfies all the requirements of the Act relating to meetings of shareholders. A copy of every such resolution in writing shall be kept with minutes of the meetings of shareholders. Any such resolution in writing is effective for all purposes at such time as the resolution states regardless of when the resolution is signed.

8.23 Only One Shareholder

Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or duly represented constitutes a meeting.

DIVISION NINE

9.01 Non-Recognition of Trusts

Subject to the Act, the Corporation may treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any dividend or other payment in respect of the share, and otherwise to exercise all the rights and powers of an owner of the share.

9.02 Certificates

The shareholder is entitled at his option to a share certificate that complies with the Act or a non-transferable written acknowledgement of his right to obtain a share certificate from the Corporation in respect of the securities of the Corporation held by him. Share certificates and acknowledgements of a shareholder’s right to a share certificate, respectively, shall be in such form as described by the Act and as the Board shall from time to time approve. A share certificate shall be signed by at least one director or officer of the Corporation or by or on behalf of a registrar, transfer agent or branch transfer agent of the Corporation, or by a trustee who certifies it in accordance with a trust indenture. Any signatures required on the share certificate may be printed or otherwise mechanically reproduced on it.

9.03 Replacement of Share Certificates

The board or any officer or agent designated by the board may in its or his discretion direct the issuance of a new share certificate or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken on payment of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and

evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

9.04 Joint Holders

The Corporation is not required to issue more than one share certificate in respect of shares held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all. Any one of such holders may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such certificate.

9.05 Allotment of Shares

Subject to the Act or the articles, the board may from time to time allot or grant options to purchase or other securities exchangeable into, the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

9.06 Commissions

The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of such person purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

DIVISION TEN

TRANSFER OF SECURITIES

10.01 Registration of Transfer

If a share in registered form is presented for registration of transfer, the Corporation shall register the transfer if:

a. the share is endorsed by an appropriate person, as defined in section 65 of the Act;

b. reasonable assurance is given that the endorsement is genuine and effective;

c. the Corporation has no duly to enquire into adverse claims or has discharged any such duty;

d. any applicable law relating to the collection of taxes has been complied with;

e. the transfer is rightful or is to a bona fide purchaser; and

f. the transfer fee, if any, has been paid.

10.02 Transfer Agents and Registrar

The board may from time to time by resolution appoint or remove one or more agents to maintain a central securities’ register or registers and a branch securities’ register or registers. Agents so appointed may be designated as transfer agent or registrar according to their functions, and a person may be appointed and designated with functions as both registrar and transfer or branch transfer agent. Registration of the issuance or transfer of a security in the central securities’ register or in a branch securities’ register is complete and valid registration for all purposes.

10.03 Securities’ Registers

A central securities’ register of the Corporation shall be kept at its registered office or at any other place in Canada designated by the directors to record the shares and other securities issued by the Corporation in registered form, showing with respect to each class or series of shares and other securities:

a. the names, alphabetically arranged, and the latest known address of each person who is or has been a holder;

b. the number of shares or other securities held by each holder; and

c. the date and particulars of the issuance and transfer of each share or other security.

A branch securities’ register or registers may be kept either in or outside Ontario at such place or places as the board may determine. A branch securities’ register shall only contain particulars of securities issued or transferred at that branch. Particulars of each issue or transfer of a security registered in a branch securities’ register shall also be kept in the corresponding central securities’ register.

10.04 Deceased Shareholders

In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities’ register in respect thereof or to make any dividend or other payments in respect thereof except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.

DIVISION ELEVEN

DIVIDENDS AND RIGHTS

11.01 Dividends

Subject to the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interest in the Corporation. Dividends may be paid in money or property or by issuing fully-paid shares of the Corporation.

11.02 Payment of Dividends

A dividend payable in money shall be paid by cheque or by electronic means or by such other method as the board may determine. The payment will be made to the order of each registered holder of shares of the class or series in respect of which it has been declared and cheques shall be mailed by prepaid ordinary mail to such registered holder at his address recorded in the Corporation’s securities’ register or registers unless such holder otherwise directs. In the case of joint holders the payment shall, unless such joint holders otherwise direct, be made payable to the order of all such joint holders and sent to them at their recorded address. The mailing of such cheque as aforesaid, or the sending of the payment by electronic means or the sending of the payment by another method determined by the board shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold, unless payment is not made upon presentation, if applicable.

11.03 Non-Receipt of Payment

In the event of non-receipt of any dividend payment by the person to whom it is sent as aforesaid, the Corporation shall issue to such person re-payment of a like amount on such terms as to indemnity,

reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

11.04 Unclaimed Dividends

Any dividend unclaimed after a period of six (6) years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

11.05 Record Date for Dividends and Rights

The board may fix in advance a date, preceding by not more than fifty (50) days the date for the payment of any dividend, as a record date for the determination of the persons entitled to receive payment of such dividend, provided that, unless waived as provided for in the Act, notice of any such record date is given, not less than seven (7) days before such record date, by newspaper advertisement in the manner provided in the Act and by written notice to each stock exchange in Canada, if any, on which the Corporation’s shares are listed for trading. Where no record date is fixed in advance as aforesaid, the record date for the determination of the persons entitled to receive payment of any dividend shall be at the close of business on the day on which the resolution relating to such dividend is passed by the board.

DIVISION TWELVE

INFORMATION AVAILABLE TO SHAREHOLDERS

12.01 Confidential Information

Except as provided by the Act, no shareholders shall be entitled to obtain information respecting any details or conduct of the Corporation’s business which in the opinion of the directors would not be expedient to the interests of the Corporation to communicate to the public.

12.02 Conditions of Access to Information

The directors may from time to time, subject to rights conferred by the Act, determine whether and to what extent and at what time and place and under what conditions or regulations the documents, books and registers and accounting records of the Corporation or any of them shall be open to the inspection of shareholders and no shareholders shall have any right to inspect any document or book or register or account record of the Corporation except as conferred by statute or authorized by the board of directors or by a resolution of the shareholders.

12.03 Registered Office and Records Office

The registered office of the Corporation shall be located within the province in Canada specified in the Corporation’s articles. The records office shall be located within Canada.

DIVISION THIRTEEN

NOTICES

13.01 Method of Giving Notices

A requirement under the Act, the Regulations, the articles or the by-laws of the Corporation that a notice, document or other information be created or provided, including a notice, document or other information required to be created or provided in writing, is satisfied by the creation or provision of an electronic document if the Act and Regulations, if any, have been complied with. A notice or document required by

the Act, the Regulations, the articles or the by-laws to be sent to a shareholder or director of the Corporation may be sent by prepaid mail addressed to, or may be delivered personally to:

a. the shareholder at his latest address as shown in the records of the Corporation or its transfer agent; and

b. the director at his latest address as shown in the records of the Corporation or in the last notice filed under section 106 or 113

or if otherwise communicated by electronic means permitted by the Act.

A notice or document sent by prepaid mail in accordance with the foregoing to a shareholder or director of the Corporation is deemed to be received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or document at the time or at all.

13.02 Notice to Joint Shareholders

If two or more persons are registered as joint holders of any share, any notice may be addressed to all of such joint holders but notice addressed to one of such persons shall be sufficient notice to all of them.

13.03 Computation of Time

In computing the dale when notice must be given under any provision requiring a specified number of days notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

13.04 Persons Entitled by Death or Operation of Law

Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholders from whom he derives his title to such share prior to his name and address being entered on the securities’ register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of his entitlement prescribed by the Act.

13.05 Non-Receipt of Notices

If a notice or document is sent to a shareholder in accordance with section 13.01 and the notice or document is returned on three (3) consecutive occasions because the shareholder cannot be found, the Corporation is not required to send any further notice or documents to the shareholder until he informs the Corporation in writing of his new address; provided always, that in the event of the return of a notice of a shareholders’ meeting mailed to a shareholder in accordance with section 13.01 of this by-law the notice shall be deemed to be received by the shareholder on the date deposited in the mail notwithstanding its return.

13.06 Omissions and Errors

Subject to the Act, the accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

13.07 Signature on Notices

Unless otherwise specifically provided, the signature of any director or officer of the Corporation to any notice or document to be given by the Corporation may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

A requirement under the Act or Regulations for a signature or for a document to be executed by a director or officer of the Corporation is satisfied if, in relation to an electronic document, the requirements of the Act or Regulations are met and if the signature results from the application by the director or officer of a technology or a process that permits the following to be proven:

a. the signature resulting from the use by the director or officer of the technology or process is unique to the director or officer;

b. the technology or process is used by the director or officer to incorporate, attach or associate the director’s or officer’s signature to the electronic document; and

c. the technology or process can be used to identify the director or officer using the technology or process.

13.08 Waiver of Notice

If a notice or document is required by the Act or the Regulations, the articles, the by-laws or otherwise to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person entitled to receive it.

DIVISION FOURTEEN

MISCELLANEOUS

14.01 Directors to Require Surrender of Share Certificates

The directors in office when a Certificate of Continuance is issued under the Act are hereby authorized to require the shareholders of the Corporation to surrender their share certificate, or such of their share certificates as the directors may determine, for the purpose of cancelling the share certificates and replacing them with new share certificates that comply with section 49 of the Act, in particular, replacing existing share certificate with share certificates that are not negotiable securities under the Act. The directors in office shall act by resolution under this section 14.01 and shall in their discretion decide the manner in which they shall require the surrender of existing share certificates and the time within which the shareholders must comply with the requirement and the form or forms of the share certificates to be issued in place of the existing share certificates. The directors may take such proceedings as they deem necessary to compel any shareholder to comply with a requirement to surrender his share certificate or certificates pursuant to this section. Notwithstanding any other provision of this by-law, but subject to the Act, the director may refuse to register the transfer of shares represented by a share certificate that has not been surrendered pursuant to a requirement under this section.

14.02 Severability

The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

MADE by the board the 21 st day of May A.D. 2010.

	/s/ Ken Hartwick
	President and Chief Executive Officer

CONFIRMED by the sole shareholder in accordance with the Canada Business Corporations Act , the 21 st day of May A.D. 2010.

	JUST ENERGY INCOME FUND, by and through its Attorney and Administrator, Just Energy Corp.

	Per:	/s/ Ken Hartwick
		Ken Hartwick
		President and Chief Executive Officer

Exhibit 5

C0000000230 | M JUST ENERGY GROUP INC. Number Shares * * * * 0 * * * * * * * * * * * * * * 0 * * * * * * * * * * * * * * 0 * * * * * * * * * * * * * * 0 * * * * * * * * * * * * * * 0 * * * * * 00000000 INCORPORATED UNDER THE CANADA BUSINESS CORPORATIONS ACT **SPECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W200 00000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY *GROUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero**** THIS CERTIFIES THAT SPECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W20000 000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W20S000P0000E00JCUST*IEMNERGYE*GRNOUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*G ROUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SP ECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W2000000 0000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*GRO UP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SPEC IMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W200000000 00JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*GROUP*INC.zero****SPECIMEN48213W20000000000JUST*ENERGY*GROUP **048213W20000000000JUST*ENERGY*GROUP*INC.zero****048213W20000000000JUST*ENERGY*GROUP*INC.zero****048213W20000000000JUST*ENERGY*G ROUP*INC.zero****048213W20000000000JUST*ENERGY*GROUP*INC.zero****048213W20000000000JUST*ENERGY*GROUP*INC.zero****048213W200000000 00JUST*ENERGY*GROUP*INC.zero****048213W20000000000JUST*ENERGY*GROUP*INC.zero****048213W20000000000JUST*ENERGY*GROUP*INC.zero****0 IS THE REGISTERED HOLDER OF UST*ENERGY*GROUP*INC.zero****048213W20000000000JUST*E*NERG*Y*G*ROUP0*INC*.ze*ro*****048213W20000000000JUST*ENERGY*GROUP*INC.zero****0482 48213W20000000000JUST*ENERGY*GROUP*INC.zero****048213W20000000000JUST*ENERGY*GROUP*INC.zero****048213W20000000000JUST*ENERGY*GROU P*INC.zero****048213W20000000000JUST*ENERGY*GROUP*INC.zero****048213W20000000000JUST*ENERGY*GROUP*INC.zero****048213W20000000000J 13W20000000000JUST*ENERGY*GROUP*INC.zero****048213W20000000000JUST*ENERGY*GROUP*INC.zero****048213W20000000000JUST*ENERGY*GROUP*I NC.zero****048213W20000000000JUST*ENERGY*GROUP*INC.zero****048213W20000000000JUST*ENERGY*GROUP*INC.zero****048213W20000000000JUST *ENERGY*GROUP*INC.zero****048213W20000000000JUST*ENERGY*GROUP*INC.zero****048213W20000000000JUST*ENERGY*GROUP*INC.zero****048213W 20000000000JUST*ENERGY*GROUP*INC.zero****048213W20000000000JUST*ENERGY*GROUP*INC.zero****048213W20000000000JUST*ENERGY*GROUP*INC. SEE REVERSE FOR CERTAIN DEFINITIONS FULLY PAID AND NON-ASSESSABLE 8.50% SERIES A FIXED-TO-FLOATING RATE CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES WITHOUT PAR VALUE IN THE CAPITAL OF JUST ENERGY GROUP INC. transferable on the books of the Corporation only upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Corporation. IN WITNESS WHEREOF the Corporation has caused this certificate to be signed on its behalf by the facsimile signatures of its duly authorized officers. Dated: Feb 07, 2017 Chief Financial Officer COUNTERSIGNED AND REGISTERED COMPUTERSHARE TRUST COMPANY, N.A. (CANTON, MA, JERSEY CITY, NJ AND COLLEGE STATION, TX) TRANSFER AGENT AND REGISTRAR COUNTERSIGNED AND REGISTERED COMPUTERSHARE INVESTOR SERVICES INC. (TORONTO) TRANSFER AGENT AND REGISTRAR OR Executive Vice President, General Counsel and Corporate Secretary By By Authorized Officer Authorized Officer The shares represented by this certificate are transferable at the office of Computershare Investor Services Inc. in Toronto, ON or at the offices of Computershare Trust Company, N.A. in Canton, MA, Jersey City, NJ and College Station, TX. CSAE_WIP_EARQ_P01.mtl.pulls/000001/000001/i ISIN CA48213W2004 CUSIP 48213W200

The following abbreviations shall be construed as though the words set forth below opposite each abbreviation were written out in full where such abbreviation appears: TEN COM TEN ENT JTTEN as tenants in common as tenants by the entireties as joint tenants with rights of survivorship and not as tenants in common (Name) CUST (Name) UNIF GIFT MIN ACT (State) (Name) as Custodian for (Name) under the (State) Uniform Gifts to Minors Act Additional abbreviations may also be used though not in the above list. For value received the undersigned hereby sells, assigns and transfers unto Insert name and address of transferee shares represented by this certificate and does hereby irrevocably constitute and appoint the attorney of the undersigned to transfer the said shares on the books of the Corporation with full power of substitution in the premises. DATED _ Signature of Shareholder Signature of Guarantor Signature Guarantee: The signature on this assignment must correspond with the name as written upon the face of the certificate(s), in every particular, without alteration or enlargement, or any change whatsoever and must be guaranteed by a major Canadian Schedule l chartered bank or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP) The Guarantor must affix a stamp bearing the actual words "Signature Guaranteed". In the USA, signature guarantees must be done by members of a "Medallion Signature Guarantee Program" only. Signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisses Populaires unless they are members of the Stamp Medallion Program. SECURITY INSTRUCTIONS-INSTRUCTIONS DE SECURITE THIS IS WATERMARKED PAPER, DO NOT ACCEPT WITHOUT NOTING WATERMARK•HOLD TO LIGHT TO VERIFY WATERMARK. PAPIEH FILIGRANE. NE PAS ACCEPTER SANS VERIFIER LA PRESENCE DU FILIGRANE. POUR CE FAIRE, PLACER A LA LUMIERE. EN_CORP_V2_01