Exhibit 99.1

 

Incorporation number: BC1059858

 

TELUS INTERNATIONAL (CDA) INC.

(the “Company”)

 

The Company has as its Articles the following Articles:

Full name and signature of director: “Jeffrey Puritt” Full name: Jeffrey Puritt

Date of signing: February 4, 2021

 

ARTICLES

 

1		INTERPRETATION	1
	1.1	Definitions	1
	1.2	General	2
	1.3	Special Majority	2
	1.4	Business Corporations Act and Interpretation Act Definitions Applicable	2
	1.5	Conflicts Between Articles and the Business Corporations Act	2
2		SHARES AND SHARE CERTIFICATES	2
	2.1	Authorized Share Structure	2
	2.2	Form of Share Certificate	3
	2.3	Shareholder Entitled to Share Certificate or Acknowledgement	3
	2.4	Delivery by Mail	3
	2.5	Replacement of Worn Out or Defaced Share Certificate	3
	2.6	Replacement of Lost, Destroyed or Wrongfully Taken Share Certificate	3
	2.7	Recovery of New Share Certificate	4
	2.8	Splitting Share Certificates	4
	2.9	Share Certificate or Acknowledgement Fee	4
	2.10	Recognition of Interests	4
3		ISSUE OF SHARES	4
	3.1	Directors Authorized	4
	3.2	Conditions of Issue	4
	3.3	Commissions	5
	3.4	Share Purchase Warrants and Rights	5
4		SECURITIES REGISTERS	5
	4.1	Central Securities Register	5
	4.2	Appointment of Agent	5
5		SHARE TRANSFERS	5
	5.1	Registering Transfers	5
	5.2	Form of Instrument of Transfer	6
	5.3	Transferor Remains Shareholder	6
	5.4	Signing of Instrument of Transfer	6

 

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	5.5	Enquiry as to Title Not Required	7
	5.6	Transfer Fee	7
6		TRANSMISSION OF SHARES	7
	6.1	Legal Personal Representative Recognized on Death	7
	6.2	Rights of Legal Personal Representative	7
7		PURCHASE OF SHARES	7
	7.1	Company Authorized to Purchase Shares	7
	7.2	Purchase When Insolvent	7
	7.3	Sale and Voting of Purchased Shares	8
8		BORROWING POWERS	8
	8.1	Borrowing Powers	8
	8.2	Delegation	8
9		ALTERATIONS	8
	9.1	Alteration of Authorized Share Structure	8
	9.2	Special Rights and Restrictions	9
	9.3	Change of Name	10
	9.4	Other Alterations	10
10		MEETINGS OF SHAREHOLDERS	10
	10.1	Annual General Meetings	10
	10.2	Calling of Meetings of Shareholders	10
	10.3	Location of Meeting	10
	10.4	Notice for Meetings of Shareholders	10
	10.5	Record Date for Notice and Voting	10
	10.6	Failure to Give Notice and Waiver of Notice	10
	10.7	Class Meetings and Series Meetings of Shareholders	11
	10.8	Electronic Meetings	11
	10.9	Electronic Voting	11
	10.10	Advance Notice for Proposals	11
11		PROCEEDINGS AT MEETINGS OF SHAREHOLDERS	12
	11.1	Quorum	12
	11.2	Other Persons May Attend	12
	11.3	Requirement of Quorum	12
	11.4	Lack of Quorum	12
	11.5	Lack of Quorum at Succeeding Meeting	12
	11.6	Chair	12
	11.7	Adjournments	13
	11.8	Notice of Adjourned Meeting	13
	11.9	Decisions by Show of Hands or Poll	13
	11.10	Declaration of Result	13
	11.11	Motion Need Not be Seconded	13
	11.12	Casting Vote	14

 

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	11.13	Manner of Taking Poll	14
	11.14	Demand for Poll on Adjournment	14
	11.15	Casting of Votes	14
	11.16	Demand for Poll Not to Prevent Continuance of Meeting	14
	11.17	Retention of Ballots and Proxies	14
12		VOTES OF SHAREHOLDERS	15
	12.1	Number of Votes by Shareholder or by Shares	15
	12.2	Votes of Persons in Representative Capacity	15
	12.3	Votes by Joint Holders	15
	12.4	Legal Personal Representatives as Joint Shareholders	15
	12.5	Representative of a Corporate Shareholder	15
	12.6	Appointment and Instruction of Proxy Holders	16
	12.7	Form of Proxy	16
	12.8	Deposit of Proxy	16
	12.9	Revocation of Proxy	16
	12.10	Waiver of Proxy Time Limits	16
	12.11	Chair May Determine Validity of Proxy	17
	12.12	Revocation of Proxy Must Be Signed	17
	12.13	Validity of Proxy Vote	17
	12.14	Inquiry and Production of Evidence	17
	12.15	Chair’s Resolution of Dispute	18
13		DIRECTORS	18
	13.1	Number of Directors	18
	13.2	Directors’ Acts Valid	18
	13.3	Qualifications of Directors	18
	13.4	Remuneration and Reimbursement of Expenses	18
14		ELECTION AND REMOVAL OF DIRECTORS	18
	14.1	Election at Annual General Meeting	18
	14.2	Nomination of Directors	19
	14.3	Consent to be a Director	21
	14.4	Failure to Elect or Appoint Directors	21
	14.5	Directors May Appoint to Fill Vacancies	22
	14.6	Remaining Directors Power to Act	22
	14.7	Shareholders May Fill Vacancies	22
	14.8	Ceasing to be a Director	22
	14.9	Removal of Director by Shareholders	23
	14.10	Removal of Director by Directors	23
	14.11	Manner of Election of Directors	23
15		POWERS AND DUTIES OF DIRECTORS	23
	15.1	Powers of Management	23
16		INTERESTS OF DIRECTORS AND OFFICERS	23
	16.1	Director Holding Other Office in the Company	23

 

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	16.2	No Disqualification	23
	16.3	Director or Officer in Other Corporations	24
17		PROCEEDINGS OF DIRECTORS	24
	17.1	Meetings of Directors	24
	17.2	Voting at Meetings	24
	17.3	Chair of Meetings	24
	17.4	Meetings by Telephone or Other Communications Facilities	24
	17.5	Calling of Meetings	25
	17.6	Notice of Meetings	25
	17.7	When Notice Not Required	25
	17.8	Meeting Valid Despite Failure to Give Notice	25
	17.9	Waiver of Notice of Meetings	25
	17.10	Quorum	25
	17.11	Validity of Acts Where Appointment Defective	26
	17.12	Consent Resolutions	26
18		COMMITTEES AND DELEGATION OF AUTHORITY	26
	18.1	Appointment and Powers of Committees and Delegation of Authority
	18.2	Audit Committee	27
	18.3	Powers of Board	27
	18.4	Transaction of Business	27
	18.5	Procedure	27
19		OFFICERS	27
	19.1	Directors May Appoint Officers	27
	19.2	Functions, Duties and Powers of Officers	28
	19.3	Qualifications	28
	19.4	Terms of Appointment	28
	19.5	Appointment of Attorney of Company	28
20		INDEMNIFICATION	28
	20.1	Mandatory Indemnification of Eligible Parties	28
	20.2	Indemnification of Other Persons	28
	20.3	Non-Compliance with Business Corporations Act	29
	20.4	Company May Purchase Insurance	29
21		DIVIDENDS	29
	21.1	Payment of Dividends Subject to Special Rights	29
	21.2	Declaration of Dividends	29
	21.3	No Notice Required	29
	21.4	Record Date	29
	21.5	Manner of Paying Dividend	29
	21.6	Receipt by Joint Shareholders	29
	21.7	No Interest	29
	21.8	Method of Payment	30
	21.9	Capitalization of Surplus	30

 

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	21.10	Unclaimed Dividends	30
22		ACCOUNTING RECORDS	30
	22.1	Recording of Financial Affairs	30
	22.2	Inspection of Accounting Records	30
23		GIVING NOTICES AND SENDING RECORDS	30
	23.1	Method of Giving Notices and Delivering Records	30
	23.2	Deemed Receipt	31
	23.3	Certificate of Sending	32
	23.4	Notice to Joint Shareholders	32
	23.5	Notice to Legal Personal Representative	32
	23.6	Omission and Errors	32
	23.7	Undelivered Records	33
	23.8	Unregistered Shareholders	33
24		SEAL	33
	24.1	Who May Attest Seal	33
	24.2	Mechanical Reproduction of Seal	33
25		FORUM SELECTION	34
	25.1	Forum for Adjudication of Certain Disputes	34
26		SPECIAL RIGHTS OR RESTRICTIONS	34
	26.1	Definitions	34
	26.2	Subordinate Voting Shares and Multiple Voting Shares	35
	26.3	Preferred Shares	38

 

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TELUS INTERNATIONAL (CDA) INC.

 

(the “Company”)

 

1              INTERPRETATION

 

1.1                               Definitions

 

In these Articles, unless the context otherwise requires:

 

(1)                                 “Acknowledgement” means a non-transferable written acknowledgement of the shareholder’s right to obtain a certificate for shares of any class or series, including a direct registration system advice;

 

(2)                                 “applicable securities laws” means the applicable securities legislation of Canada (if any), each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada;

 

(3)                                 “appropriate person” has the meaning assigned thereto in the Securities Transfer Act;

 

(4)                                 “board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;

 

(5)                                 “Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto or replacements thereof and includes all regulations and amendments thereto made pursuant to that Act;

 

(6)                                 “business day” means any day other than a Saturday, Sunday or any statutory holiday in the province of British Columbia;

 

(7)                                 “Interpretation Act” means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

 

(8)                                 “legal personal representative” means the personal or other legal representative of a shareholder, and includes a trustee in bankruptcy of the shareholder;

 

(9)                                 “protected purchaser” has the meaning assigned thereto in the Securities Transfer Act;

 

(10)                          “registered address” means a shareholder’s address as recorded in the central securities register;

 

(11)                          “seal” means the seal of the Company, if any;

 

 

(12)                          “Securities Transfer Act” means the Securities Transfer Act (British Columbia), as amended or re- enacted from time to time;

 

(13)                          “TELUS” means TELUS Corporation or any successor.

 

1.2                               General

 

In these Articles:

 

(1)                                 expressions referring to writing include printing, lithography, typewriting, photography, facsimile, Internet, e-mail, CD-ROM, diskette, electronic and other modes of representing or reproducing words;

 

(2)                                 expressions referring to signing include facsimile and electronic signatures; and

 

(3)                                 the words “including”, “includes” and “include” means including (or includes or include) without limitation.

 

1.3                               Special Majority

 

(1)                                 For the purposes of the Articles and the Business Corporations Act, the majority of votes required for the Company to pass a special resolution at a general meeting is two-thirds of the votes cast on the resolution.

 

(2)                                 For the purposes of the Business Corporations Act, and unless otherwise provided in the Articles, the majority of votes required for shareholders holding shares of a class or series of shares to pass a special separate resolution is two-thirds of the votes cast on the resolution.

 

1.4                               Business Corporations Act and Interpretation Act Definitions Applicable

 

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes and unless the context requires otherwise, apply to these Articles as if the Articles were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail.

 

1.5                               Conflicts Between Articles and the Business Corporations Act

 

If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

 

2              SHARES AND SHARE CERTIFICATES

 

2.1                               Authorized Share Structure

 

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

 

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2.2                               Form of Share Certificate

 

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

 

2.3                               Shareholder Entitled to Share Certificate or Acknowledgement

 

Unless the shares of which the shareholder is the registered owner are uncertificated shares, each shareholder is entitled, upon request and without charge, to (1) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (2) an Acknowledgement, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or Acknowledgement and delivery of a share certificate or Acknowledgement to one of several joint shareholders or to one of the joint shareholders’ duly authorized agents will be sufficient delivery to all.

 

2.4                               Delivery by Mail

 

Any share certificate or Acknowledgement may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or Acknowledgement is lost in the mail, stolen or returned.

 

2.5                               Replacement of Worn Out or Defaced Share Certificate

 

If the directors are satisfied that a share certificate is worn out or defaced, the directors must, on production of the share certificate and on such other terms, if any, the directors determine:

 

(1)                                 order the share certificate to be cancelled; and

 

(2)                                 issue a share certificate or Acknowledgement.

 

2.6                               Replacement of Lost, Destroyed or Wrongfully Taken Share Certificate

 

If a person entitled to a share certificate claims that the share certificate has been lost, destroyed or wrongfully taken, the Company must issue a share certificate or an Acknowledgement if that person:

 

(1)                                 so requests before the Company has notice that the share certificate has been acquired by a protected purchaser;

 

(2)                                 provides the Company with an indemnity bond sufficient in the Company’s judgment to protect the Company from any loss that the Company may suffer by issuing a new certificate or Acknowledgement; and

 

(3)                                 satisfies any other reasonable requirements imposed by the directors.

 

A person entitled to a share certificate or Acknowledgement may not assert against the Company a claim for a new share certificate or Acknowledgement where a share certificate has been lost, apparently destroyed or wrongfully taken if that person fails to notify the Company of that fact within a reasonable time after that person has notice of it and the Company registers a transfer of

 

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the shares represented by the certificate before receiving a notice of the loss, apparent destruction or wrongful taking of the share certificate.

 

2.7                               Recovery of New Share Certificate

 

If, after the issue of a new share certificate, a protected purchaser of the original share certificate presents the original share certificate for the registration of a transfer, then in addition to any rights on the indemnity bond, the Company may recover the new share certificate from a person to whom it was issued or any person, other than a protected purchaser, taking under that person.

 

2.8                               Splitting Share Certificates

 

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

 

2.9                               Share Certificate or Acknowledgement Fee

 

There must be paid to the Company, in relation to the issue of any share certificate or Acknowledgement under Articles 2.5, 2.6 or 2.8, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors or the Company’s transfer agent.

 

2.10                        Recognition of Interests

 

The Company is not bound by or compelled in any way to recognize (even when having notice thereof): (a) any equitable, contingent, future or partial interest in any share or fraction of a share or, (b) except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction, any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

 

3              ISSUE OF SHARES

 

3.1                               Directors Authorized

 

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons (including directors), in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine.

 

3.2                               Conditions of Issue

 

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

 

(1)                                 consideration is provided to the Company for the issue of the share by one or more of the following:

 

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(a)                                 past services performed for the Company;

 

(b)                                 property;

 

(c)                                  money; and

 

(2)                                 the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

 

3.3                               Commissions

 

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

 

3.4                               Share Purchase Warrants and Rights

 

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine.

 

4              SECURITIES REGISTERS

 

4.1                               Central Securities Register

 

As required by and subject to the Business Corporations Act, the Company must maintain a central securities register, which may be kept in electronic form and may be made available for inspection in accordance with the Business Corporations Act by means of computer terminal or other electronic technology.

 

4.2                               Appointment of Agent

 

The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

 

5              SHARE TRANSFERS

 

5.1                               Registering Transfers

 

Subject to the Business Corporations Act and the Securities Transfer Act, a transfer of a share of the Company must not be registered unless the Company or the transfer agent or registrar for the class or series of the share to be transferred has received:

 

(1)                                 in the case of a share certificate that has been issued by the Company in respect of the share to be transferred, that share certificate and a written instrument of transfer (which may be on a separate document or endorsed on the share certificate) from

 

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the shareholder or other appropriate person or from an agent who has actual authority to act on behalf of that person;

 

(2)                                 in the case of an Acknowledgment in respect of the share to be transferred, a written instrument of transfer that directs that the transfer of the share be registered, from the shareholder or other appropriate person or from an agent who has actual authority to act on behalf of that person;

 

(3)                                 in the case of a share that is an uncertificated share, a written instrument of transfer that directs that the transfer of the share be registered, from the shareholder or other appropriate person or from an agent who has actual authority to act on behalf of that person; and

 

(4)                                 such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of the share to be transferred may require to prove the title of the transferor or the transferor’s right to transfer the share, that the written instrument of transfer is genuine and authorized and that the transfer is rightful or to a protected purchaser.

 

5.2                               Form of Instrument of Transfer

 

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved from time to time by the Company or its transfer agent for the class or series of shares to be transferred.

 

5.3                               Transferor Remains Shareholder

 

Except to the extent that the Business Corporations Act otherwise provides, a transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

 

5.4                               Signing of Instrument of Transfer

 

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the Acknowledgement deposited with the instrument of transfer:

 

(1)                                 in the name of the person named as transferee in that instrument of transfer; or

 

(2)                                 if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

 

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5.5                               Enquiry as to Title Not Required

 

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or any Acknowledgement in respect of such shares.

 

5.6                               Transfer Fee

 

There must be paid to the Company or its transfer agent, in relation to the registration of any transfer, the amount, if any, determined by the Company or its transfer agent.

 

6              TRANSMISSION OF SHARES

 

6.1                               Legal Personal Representative Recognized on Death

 

In the case of the death of a shareholder, the legal personal representative of the shareholder, or in the case of shares registered in the shareholder’s name and the name of another person in joint tenancy, the surviving joint tenant, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the directors may require the original grant of probate or letters of administration or a court certified copy of them or the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest.

 

6.2                               Rights of Legal Personal Representative

 

The legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided appropriate evidence of appointment or incumbency, within the meaning of the Securities Transfer Act, and the documents required by the Business Corporations Act and the directors have been deposited with the Company. This Article 6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the shareholder’s name and the name of another person in joint tenancy.

 

7              PURCHASE OF SHARES

 

7.1                               Company Authorized to Purchase Shares

 

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares upon the terms authorized by the directors.

 

7.2                               Purchase When Insolvent

 

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

 

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(1)                                 the Company is insolvent; or

 

(2)                                 making the payment or providing the consideration would render the Company insolvent.

 

7.3                               Sale and Voting of Purchased Shares

 

If the Company retains a share, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

 

(1)                                 is not entitled to vote the share at a meeting of its shareholders;

 

(2)                                 must not pay a dividend in respect of the share; and

 

(3)                                 must not make any other distribution in respect of the share.

 

8              BORROWING POWERS

 

8.1                               Borrowing Powers

 

The Company, if authorized by the directors, may:

 

(1)                                 borrow money in the manner and amount, on the security, from the sources and on the terms that the directors consider appropriate;

 

(2)                                 issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as the directors consider appropriate;

 

(3)                                 guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

 

(4)                                 mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

 

8.2                               Delegation

 

The directors may from time to time delegate to such one or more of the directors or officers of the Company as may be designated by the board all or any of the powers conferred on the board by Article 8.1 or by the Business Corporations Act to such extent and in such manner as the directors shall determine at the time of each such delegation.

 

9              ALTERATIONS

 

9.1                               Alteration of Authorized Share Structure

 

Subject to Article 9.2 and the Business Corporations Act, the Company may:

 

(1)                                 by ordinary resolution:

 

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(a)                                 create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

 

(b)                                 increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

 

(c)                                  if the Company is authorized to issue shares of a class of shares with par value:

 

(i)                                     decrease the par value of those shares; or

 

(ii)                                  if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

 

(d)                                 change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value; or

 

(e)                                  alter the identifying name of any of its shares;

 

and, if applicable, alter its Articles and Notice of Articles accordingly; or

 

(2)                                 by resolution of the directors, subdivide or consolidate all or any of its unissued, or fully paid issued, shares and, if applicable, alter its Articles and Notice of Articles accordingly.

 

9.2                               Special Rights and Restrictions

 

(1)                                 Subject to the Business Corporations Act and to the special rights and restrictions attached to any class or series of shares, the Company may by special resolution:

 

(a)                                 create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares which have been issued; or

 

(b)                                 vary or delete any special rights or restrictions attached to the shares of any class or series of shares which have been issued;

 

and if applicable, alter its Articles and Notice of Articles accordingly.

 

(2)                                 Subject to the Business Corporations Act and to the special rights and restrictions attached to any class or series of shares, the Company may by ordinary resolution:

 

(a)                                 create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares for any shares which have not been issued; or

 

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(b)                                 vary or delete any special rights or restrictions attached to the shares of any class or series of shares which have not been issued;

 

and, if applicable, alter its Articles and Notice of Articles accordingly.

 

9.3                               Change of Name

 

The Company may by resolution of the directors authorize an alteration of its Notice of Articles in order to change its name or to adopt or change any translation of that name.

 

9.4                               Other Alterations

 

Unless the Business Corporations Act or these Articles otherwise require, any action that must or may be taken or authorized by the shareholders, including any amendment or alteration to these Articles, may be taken or authorized by an ordinary resolution.

 

10           MEETINGS OF SHAREHOLDERS

 

10.1                        Annual General Meetings

 

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

 

10.2                        Calling of Meetings of Shareholders

 

The directors may call a meeting of shareholders at such time as they determine.

 

10.3                        Location of Meeting

 

Subject to Article 10.8, the directors may, by resolution of the directors, approve any location for the holding of a meeting of shareholders.

 

10.4                        Notice for Meetings of Shareholders

 

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least 21 days before the meeting.

 

10.5                        Record Date for Notice and Voting

 

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of, and to vote at, any meeting of shareholders.

 

10.6                        Failure to Give Notice and Waiver of Notice

 

The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting.

 

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Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

 

10.7                        Class Meetings and Series Meetings of Shareholders

 

Unless otherwise specified in these Articles, the provisions of these Articles relating to a meeting of shareholders will apply, with the necessary changes and so far as they are applicable, to a class meeting or series meeting of shareholders holding a particular class or series of shares.

 

10.8                        Electronic Meetings

 

The directors may determine that a meeting of shareholders shall be held entirely by means of telephonic, electronic or other communication facilities that permit all participants to communicate with each other during the meeting. A meeting of shareholders may also be held at which some, but not necessarily all, persons entitled to attend may participate by means of such communication facilities, if the directors determine to make them available. A person participating in a meeting by such means is deemed to be present at the meeting.

 

10.9                        Electronic Voting

 

Any vote at a meeting of shareholders may be held entirely or partially by means of telephonic, electronic or other communication facilities, if the directors determine to make them available, whether or not persons entitled to attend participate in the meeting by means of communication facilities.

 

10.10                 Advance Notice for Proposals

 

No business may be transacted at an annual general meeting other than business that is either (i) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction of the board, (ii) otherwise properly brought before the annual general meeting by or at the direction of the board, or (iii) otherwise properly brought before the annual general meeting by any shareholder of the Company who complies with the proposal procedures set forth in this Article 10.10. For business to be properly brought before an annual general meeting by a shareholder of the Company, such shareholder must submit a proposal to the Company for inclusion in the Company’s management proxy circular in accordance with the requirements of the Business Corporations Act; provided that any proposal that includes nominations for the election of directors shall be submitted to the Company in accordance with the requirements set forth in Article 14.2. The Company shall set out the proposal in the management proxy circular or attach the proposal thereto, subject to the exemptions and bases for refusal set forth in the Business Corporations Act.

 

At a special meeting of shareholders, only such business shall be conducted as shall have been brought before the meeting pursuant to the Company’s notice of meeting. Nominations of persons for election to the board may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Company’s notice of meeting only pursuant to and in compliance with Article 14.2.

 

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11           PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

 

11.1                        Quorum

 

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is persons who are, or represent by proxy, shareholders holding, in the aggregate, at least 25% of the issued Shares (as defined in Article 26) plus at least a majority of Multiple Voting Shares (as defined in Article 26) entitled to be voted at the meeting.

 

11.2                        Other Persons May Attend

 

The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditor of the Company and others who, although not entitled to vote, are entitled or required under any provision of the Business Corporations Act, the special rights and restrictions attaching to their shares or these Articles to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or on the consent of the directors.

 

11.3                        Requirement of Quorum

 

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

 

11.4                        Lack of Quorum

 

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

 

(1)                                 in the case of a general meeting requisitioned by shareholders, the meeting is dissolved; and

 

(2)                                 in the case of any other meeting of shareholders, the meeting stands adjourned to a fixed time and place as determined by the chair of the board or by the directors.

 

11.5                        Lack of Quorum at Succeeding Meeting

 

If, at the meeting to which the meeting referred to in Article 11.4(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

 

11.6                        Chair

 

The following individual shall preside as chair at a meeting of shareholders:

 

(1)                                 the chair of the board, if any;

 

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(2)                                 if the chair of the board is absent or determines not to act as chair of the meeting, the president or chief executive officer; or

 

(3)                                 if neither the chair nor the president or chief executive officer is present, any director;

 

unless another person is or has been designated by the board to act as chair of such meeting and such person is present and willing to act as chair at such meeting, in which case the person so designated shall preside as chair.

 

11.7                        Adjournments

 

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

 

11.8                        Notice of Adjourned Meeting

 

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 45 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

 

11.9                        Decisions by Show of Hands or Poll

 

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands or the functional equivalent of a show of hands by means of electronic, telephonic or other communication facility, unless a poll, before or on the declaration of the result of the vote by show of hands or the functional equivalent of a show of hands, is directed by the chair of the meeting or demanded by any shareholder entitled to vote who is present in person or by proxy.

 

11.10                 Declaration of Result

 

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands (or its functional equivalent) or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.9, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

 

11.11                 Motion Need Not be Seconded

 

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

 

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11.12                 Casting Vote

 

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands (or its functional equivalent) or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

 

11.13                 Manner of Taking Poll

 

Subject to Article 11.14, if a poll is duly demanded at a meeting of shareholders:

 

(1)                                 the poll must be taken:

 

(a)                                 at the meeting, or within seven business days after the date of the meeting, as the chair of the meeting directs; and

 

(b)                                 in the manner, at the time and at the place that the chair of the meeting directs;

 

(2)                                 the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

 

(3)                                 the demand for the poll may be withdrawn by the person who demanded it.

 

11.14                 Demand for Poll on Adjournment

 

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

 

11.15                 Casting of Votes

 

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

 

11.16                 Demand for Poll Not to Prevent Continuance of Meeting

 

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

 

11.17                 Retention of Ballots and Proxies

 

The Company must, after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting and, as soon as reasonably practicable after the meeting, make such ballots and proxies available for inspection during statutory business hours by any shareholder or proxy holder entitled to vote at the meeting for such period of time as required by the Business Corporations Act. At the end of such period, the Company may destroy such ballots and proxies.

 

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12           VOTES OF SHAREHOLDERS

 

12.1                        Number of Votes by Shareholder or by Shares

 

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

 

(1)                                 on a vote by show of hands (or its functional equivalent), every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

 

(2)                                 on a poll, every shareholder entitled to vote on the matter has, in respect of each share entitled to be voted on the matter and held by that shareholder, that number of votes provided by the Articles or the Business Corporations Act and may exercise that vote either in person or by proxy.

 

12.2                        Votes of Persons in Representative Capacity

 

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands (or its functional equivalent) or on a poll, and may appoint a proxy holder to act at the meeting to the extent permitted by law, if, before doing so, the person satisfies the chair of the meeting that the person is a legal personal representative for a shareholder who is entitled to vote at the meeting.

 

12.3                        Votes by Joint Holders

 

If there are joint shareholders registered in respect of any share:

 

(1)                                 any one of the joint shareholders may vote at any meeting of shareholders, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

 

(2)                                 if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of the joint shareholders votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

 

12.4                        Legal Personal Representatives as Joint Shareholders

 

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

 

12.5                        Representative of a Corporate Shareholder

 

Any shareholder which is a corporation may authorize by resolution of its directors or governing body an individual to represent it at a meeting of shareholders and such individual may exercise on the shareholder’s behalf all the powers it could exercise if it were an individual shareholder. The authority of such an individual shall be established by depositing with the Company a certified copy of such resolution, or in such other manner as may be satisfactory to the secretary of the Company or the chair of the meeting. Any such representative need not be a shareholder.

 

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12.6                        Appointment and Instruction of Proxy Holders

 

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint one or more proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy. A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder. The instructing of proxy holders may be carried out by means of telephonic, electronic or other communication facility in addition to or in substitution for instructing proxy holders by mail.

 

12.7                        Form of Proxy

 

A proxy, whether for a specified meeting or otherwise shall be in such form as approved by the directors or the chair of the meeting.

 

12.8                        Deposit of Proxy

 

The board may specify in the notice calling a meeting of shareholders a time, not exceeding 48 hours (excluding non-business days), preceding the meeting, or an adjournment thereof, before which proxies must be deposited with the Company or its agent specified in such notice. Subject to Articles 12.10 and 12.11, a proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Company or an agent thereof specified in such notice or, where no such time is specified in such notice, if it has been so deposited or received by the secretary of the Company or by the chair of the meeting or any adjournment thereof prior to the time of voting. A proxy may be sent to the Company or its agent by written instrument, fax or any other method of transmitting legibly recorded messages and by using available internet or telephone voting services as may be approved by the directors.

 

12.9                        Revocation of Proxy

 

Subject to Articles 12.10 and 12.12, every proxy may be revoked by an instrument in writing that is received:

 

(1)                                 at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

 

(2)                                 by the chair of the meeting, at the meeting, before any vote in respect of which the proxy is to be used shall have been taken.

 

12.10                 Waiver of Proxy Time Limits

 

Notwithstanding Articles 12.8 and 12.9, the chair of any meeting or the directors may, but need not, at his, her or their sole discretion waive the time limits for the deposit or revocation of proxies by shareholders, including any deadline set out in the notice calling the meeting of shareholders, any proxy circular or specified in a proxy for the meeting and any such waiver shall be final and conclusive.

 

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12.11                 Chair May Determine Validity of Proxy

 

The chair of any meeting of shareholders may, but need not, at his or her sole discretion, make determinations as to the acceptability of proxies deposited for use at the meeting, including the acceptability of proxies which may not strictly comply with the requirements of this Article 12 as to form, execution, accompanying documentation or otherwise, and any such determination made in good faith shall be final and conclusive.

 

12.12                 Revocation of Proxy Must Be Signed

 

An instrument referred to in Article 12.9 must be signed as follows:

 

(1)                                 if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative;

 

(2)                                 if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

 

12.13                 Validity of Proxy Vote

 

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

 

(1)                                 at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

 

(2)                                 by the chair of the meeting, at the meeting, before any vote in respect of which the proxy is to be used shall have been taken.

 

12.14                 Inquiry and Production of Evidence

 

The board or chair of any meeting of shareholders may, but need not, at any time (including prior to, at or subsequent to the meeting), ask questions of, and request the production of evidence from, a shareholder (including a beneficial owner), the transfer agent or such other person as they, he or she considers appropriate for the purposes of determining a person’s share ownership position as at the relevant record date and authority to vote. For greater certainty, the board or the chair of any meeting of shareholders may, but need not, at any time, inquire into the legal or beneficial share ownership of any person as at the relevant record date and the authority of any person to vote at the meeting and may, but need not, at any time, request from that person production of evidence as to such share ownership position and the existence of the authority to vote. Such request by the board or the chair of any meeting shall be responded to as soon as reasonably possible.

 

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12.15                 Chair’s Resolution of Dispute

 

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting shall determine the dispute, and his or her determination made in good faith is final and conclusive.

 

13           DIRECTORS

 

13.1                        Number of Directors

 

The number of directors shall be a minimum of eight and a maximum of 15 and the number of directors may be fixed within such range from time to time by the board of directors, whether previous notice thereof has been given or not. Notwithstanding any limitation in Article 14.1, the board of directors, between annual general meetings, may appoint one or more additional directors of the Company, but the number of additional directors must not at any time exceed 1/3 of the number of current directors who were elected or appointed as directors other than under this Article 13.1.

 

13.2                        Directors’ Acts Valid

 

An act or proceeding of the directors is not invalid merely because fewer than the minimum number of directors set or otherwise required under these Articles is in office.

 

13.3                        Qualifications of Directors

 

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

 

13.4                        Remuneration and Reimbursement of Expenses

 

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. The Company must reimburse each director for the reasonable expenses that he or she may incur on behalf of the business of the Company.

 

14           ELECTION AND REMOVAL OF DIRECTORS

 

14.1                        Election at Annual General Meeting

 

At every annual general meeting:

 

(1)                                 the shareholders entitled to vote at the annual general meeting for the election of directors are entitled to elect a board of directors consisting of not more than the number of directors set by the directors pursuant to Article 13.1; and

 

(2)                                 all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

 

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14.2                        Nomination of Directors

 

(1)                                 Only persons who are nominated in accordance with the procedures set out in this Article 14.2 shall be eligible for election as directors of the Company. Nominations of persons for election to the board of directors of the Company may be made at any annual general meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors:

 

(a)                                 by or at the direction of the board, including pursuant to a notice of meeting;

 

(b)                                 by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the Business Corporations Act or pursuant to a requisition of the shareholders made in accordance with the Business Corporations Act; or

 

(c)                                  by any shareholder:

 

(i)                                     who, at the close of business on the date of the giving of the notice provided for below in this Article 14.2 and on the record date for notice of such meeting, is entered in the central securities register of the Company as a holder of one or more shares carrying the right to vote at such meeting on the election of directors (a “Nominating Shareholder”); and

 

(ii)                                  who complies with the notice procedures set forth in this Article 14.2.

 

(2)                                 In addition to any other requirements under applicable laws, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof (in accordance with this Article 14.2) and in proper written form (in accordance with this Article 14.2 to the secretary of the Company at the principal executive offices of the Company.

 

(3)                                 To be timely, a Nominating Shareholder’s notice to the Company must be made:

 

(a)                                 in the case of an annual general meeting, not less than 30 days prior to the date of the annual general meeting of shareholders provided, however, in the event that the annual general meeting of shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual general meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the 10th day following the Notice Date; and

 

(b)                                 in the case of a special meeting (which is not also an annual general meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

 

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Notwithstanding the provisions of this Article 14.2, in no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described above.

 

(4)                                 To be in proper written form, a Nominating Shareholder’s notice to the Company must set forth:

 

(a)                                 if the Nominating Shareholder is not the beneficial owner of the shares, the identity of the beneficial owner and the number of shares held by that beneficial owner;

 

(b)                                 as to each person whom the Nominating Shareholder proposes to nominate for election as a director:

 

(i)                                     the name, age and address of the person;

 

(ii)                                  the principal occupation or employment of the person;

 

(iii)                               the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; and

 

(iv)                              any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular or other filings to be made in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and applicable securities laws; and

 

(c)                                  as to the Nominating Shareholder giving the notice, any proxy, contract, agreement, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Company on the election of directors and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular or other filings to be made in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and applicable securities laws.

 

The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company in accordance with applicable securities laws and the rules of any stock exchange on which the securities of the Company are then listed for trading or that could be material to a reasonable shareholder’s understanding of such independence, or lack thereof, of such proposed nominee.

 

(5)                                 Except as otherwise provided by the special rights or restrictions attached to the shares of any class or series of the Company, no person shall be eligible for election

 

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as a director of the Company unless nominated in accordance with the provisions of this Article 14.2; provided, however, that nothing in this Article 14.2 shall be deemed to preclude discussion by a shareholder or proxy holder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Business Corporations Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded. A duly appointed proxy holder of a Nominating Shareholder shall be entitled to nominate at a meeting of shareholders the directors nominated by the Nominating Shareholder, provided that all of the requirements of this Article 14.2 have been satisfied.

 

(6)                                 For purposes of this Article 14.2, “public announcement” shall mean disclosure in a news release reported by a national news service in Canada, or in a document publicly filed by the Company under its issuer profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com.

 

(7)                                 Notwithstanding any other provision of these Articles, notice given to the secretary of the Company pursuant to this Article 14.2 may only be given by personal delivery or facsimile transmission (at such contact information as set out on the Company’s issuer profile on the System for Electronic Document Analysis and Retrieval), and shall be deemed to have been given and made only at the time it is served by personal delivery to the secretary of the Company at the principal executive offices of the Company or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or transmission is made on a day which is a not a business day or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or transmission shall be deemed to have been made on the next following day that is a business day.

 

(8)                                 Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this Article 14.2.

 

14.3                        Consent to be a Director

 

No nomination, election, appointment or designation of an individual as a director is valid unless:

 

(1)                                 that individual consents to be a director in the manner provided for in the Business Corporations Act; or

 

(2)                                 that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director.

 

14.4                        Failure to Elect or Appoint Directors

 

If:

 

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(1)                                 the Company fails to hold an annual general meeting on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

 

(2)                                 the shareholders fail at the annual general meeting to elect or appoint any directors;

 

then each director then in office continues to hold office until the earlier of:

 

(3)                                 the date on which his or her successor is elected or appointed; and

 

(4)                                 the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

 

14.5                        Directors May Appoint to Fill Vacancies

 

The directors may appoint a qualified person to fill any vacancy occurring in the board of directors except a vacancy:

 

(1)                                 resulting from an increase in the number of the minimum or maximum number of directors; or

 

(2)                                 resulting from a failure by the shareholders to elect the number or minimum number of directors set or otherwise required under these Articles;

 

and a director elected or appointed to fill a vacancy on the board of directors shall hold office for the unexpired term of his or her predecessor. For greater certainty, the ability of the directors to add additional directors as provided in Article 13.1 is not filling a vacancy as contemplated hereunder.

 

14.6                        Remaining Directors Power to Act

 

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than a quorum of directors, the directors may only act for the purpose of appointing directors up to that number, or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors.

 

14.7                        Shareholders May Fill Vacancies

 

If the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

 

14.8                        Ceasing to be a Director

 

A director ceases to be a director when:

 

(1)                                 the term of office of the director expires;

 

(2)                                 the director dies;

 

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(3)                                 the director resigns as a director by notice in writing provided to the Company; or

 

(4)                                 the director is removed from office pursuant to Articles 14.9 or 14.10.

 

14.9                        Removal of Director by Shareholders

 

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint a director to fill that vacancy.

 

14.10                 Removal of Director by Directors

 

The directors may remove any director before the expiration of his or her term of office if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

 

14.11                 Manner of Election of Directors

 

At any shareholders meeting at which directors are to be elected a separate vote of shareholders shall be taken with respect to each candidate nominated for director.

 

15           POWERS AND DUTIES OF DIRECTORS

 

15.1                        Powers of Management

 

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

 

16           INTERESTS OF DIRECTORS AND OFFICERS

 

16.1                        Director Holding Other Office in the Company

 

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director on the terms (as to remuneration or otherwise) that the directors may determine.

 

16.2                        No Disqualification

 

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

 

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16.3                        Director or Officer in Other Corporations

 

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

 

17           PROCEEDINGS OF DIRECTORS

 

17.1                        Meetings of Directors

 

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as the directors determine, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

 

17.2                        Voting at Meetings

 

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

 

17.3                        Chair of Meetings

 

The following individual shall preside as chair at a meeting of directors:

 

(1)                                 the chair of the board, if any; or

 

(2)                                 any other director chosen by the directors present if the chair of the board is not present at the meeting or any part of the meeting, determines not to chair the meeting or has advised the secretary or any other director that he or she will not be present at the meeting.

 

17.4                        Meetings by Telephone or Other Communications Facilities

 

A director who is entitled to participate in, including vote at, a meeting of directors or of a committee of directors may participate:

 

(1)                                 in person; or

 

(2)                                 by telephone; or

 

(3)                                 with the consent of the directors present, by other communications facilities;

 

if all directors participating in the meeting, whether in person, by telephone or by other communications facilities, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 17.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

 

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17.5                        Calling of Meetings

 

A director may, and the secretary or an assistant secretary of the Company (if any) on the request of a director must, call a meeting of directors at any time.

 

17.6                        Notice of Meetings

 

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 17.1, reasonable notice of each meeting of directors, specifying the place, day and time of that meeting must be given to each of the directors by any method set out in Article 23.1 or orally or by telephone conversation with that director.

 

17.7                        When Notice Not Required

 

It is not necessary to give notice of a meeting of directors to a director if:

 

(1)                                 the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of directors at which that director is appointed; or

 

(2)                                 the director has waived notice of the meeting.

 

17.8                        Meeting Valid Despite Failure to Give Notice

 

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director does not invalidate any proceedings at that meeting.

 

17.9                        Waiver of Notice of Meetings

 

Any director may by way of a written instrument, fax, e-mail or any other method of transmitting legibly recorded messages in which the waiver of the director is evidenced, whether or not the signature of the director is included in the record, waive notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of directors need be given to that director and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director. Attendance of a director at a meeting of the directors is a waiver of notice of the meeting unless that director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

 

17.10                 Quorum

 

The quorum necessary for the transaction of the business of the directors may be set by the directors to a number not less than 50% of the directors in office, and, if not so set, is deemed to be a majority of directors in office.

 

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17.11                 Validity of Acts Where Appointment Defective

 

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

 

17.12                 Consent Resolutions

 

A resolution of the directors or of any committee of the directors may be passed without a meeting:

 

(1)                                 in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or

 

(2)                                 in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who are entitled to vote on the resolution consents to it in writing.

 

A consent in writing under this Article may be by any written instrument, fax, e-mail or any other method of transmitting legibly recorded messages in which the consent of the director is evidenced, whether or not the signature of the director is included in the record. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this Article 17.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

 

18           COMMITTEES AND DELEGATION OF AUTHORITY

 

18.1                        Appointment and Powers of Committees and Delegation of Authority

 

The directors may, by resolution:

 

(1)                                 appoint one or more committees consisting of a director or directors that they consider appropriate;

 

(2)                                 delegate to a committee appointed under paragraph (1) or to any officer or officers of the Company any of the directors’ powers, except the power to:

 

(a)                                 fill vacancies in the board of directors;

 

(b)                                 remove a director;

 

(c)                                  create a committee of the directors, create or modify the terms of reference for a committee of the directors, or change the membership of, or fill vacancies in, any committee of the directors;

 

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(d)                                 issue securities except on the terms authorized by the directors;

 

(e)                                  declare dividends;

 

(f)                                   purchase, redeem or otherwise acquire shares issued by the Company except on the terms authorized by the directors; and

 

(g)                                  appoint or remove the president or chief executive officer;

 

(3)                                 make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

 

18.2                        Audit Committee

 

The directors shall appoint from among its number an audit committee to be composed of not fewer than 3 directors in compliance with all regulatory requirements and to provide to the audit committee the powers and duties as determined by the directors.

 

18.3                        Powers of Board

 

The directors may, at any time, with respect to a committee appointed under Articles 18.1 or 18.2:

 

(1)                                 revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

 

(2)                                 terminate the appointment of, or change the membership of, the committee; and

 

(3)                                 fill vacancies in the committee.

 

18.4                        Transaction of Business

 

The power of a committee of directors may be exercised by a meeting at which a quorum is present or by resolution consented to in writing by all 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 of Canada, by telephone or by other communications facilities.

 

18.5                        Procedure

 

Unless otherwise determined by the directors, each committee shall have power to fix its quorum at not less than a majority of its members, to elect its chair and to regulate its procedure.

 

19           OFFICERS

 

19.1                        Directors May Appoint Officers

 

The directors may, from time to time, appoint such officers as the directors determine and the directors may, at any time, terminate any such appointment.

 

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19.2                        Functions, Duties and Powers of Officers

 

The directors may, for each officer:

 

(1)                                 determine the title of the officer;

 

(2)                                 determine the functions and duties of the officer or permit the president or chief executive officer to make that determination; and

 

(3)                                 revoke, withdraw, alter or vary all or any of the functions and duties of the officer or change the title of the officer or permit the president or chief executive officer to make any such determinations.

 

19.3                        Qualifications

 

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board must be a director. Any officer need not be a director.

 

19.4                        Terms of Appointment

 

All appointments of officers are to be made on the terms and conditions that the directors determine and are subject to termination at the pleasure of the directors.

 

19.5                        Appointment of Attorney of Company

 

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions and for such period, and subject to such conditions as the directors may determine. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors determine. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

 

20           INDEMNIFICATION

 

20.1                        Mandatory Indemnification of Eligible Parties

 

Subject to the Business Corporations Act, the Company must indemnify an eligible party and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must indemnify, and pay expenses in advance of the final disposition of an eligible proceeding in accordance with, and to the fullest extent and in all circumstances permitted by, the Business Corporations Act.

 

20.2                        Indemnification of Other Persons

 

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

 

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20.3                        Non-Compliance with Business Corporations Act

 

The failure of an eligible party or any other person to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

 

20.4                        Company May Purchase Insurance

 

Subject to the limitations contained in the Business Corporations Act, the Company may purchase and maintain insurance for the benefit of any person referred to in this Article 20.

 

21           DIVIDENDS

 

21.1                        Payment of Dividends Subject to Special Rights

 

The provisions of this Article 21 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

 

21.2                        Declaration of Dividends

 

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as the directors may deem advisable.

 

21.3                        No Notice Required

 

The directors need not give notice to any shareholder of any declaration under Article 21.2.

 

21.4                        Record Date

 

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5:00 p.m. (Vancouver time) on the date on which the directors pass the resolution declaring the dividend.

 

21.5                        Manner of Paying Dividend

 

A resolution declaring a dividend may direct payment of the dividend wholly or partly in money, by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other corporation, or in any one or more of those ways.

 

21.6                        Receipt by Joint Shareholders

 

If several persons are joint shareholders of any share, any one of such joint shareholders may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

 

21.7                        No Interest

 

No dividend shall bear interest against the Company. Where the dividend to which a shareholder is entitled includes a fraction of a cent, such fraction shall be disregarded in making payment thereof and such payment shall be deemed to be payment in full.

 

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21.8                        Method of Payment

 

Any dividend, bonuses or other distribution payable in money in respect of shares may be paid by cheque sent through the post or by electronic transfer, so authorized by the shareholder, directed to the registered address of the holder or the account specified by such holder, or in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register or the account specified by such joint holder, or to such person and to such address as the holder or joint holders may direct in writing. Every such cheque shall be made payable to the order of the person whom it is sent. The mailing of such cheque or the forwarding by electronic transfer shall, to the extent of the sum represented thereby (plus the amount of any tax required by law to be deducted) discharge all liability for the dividend, unless such cheque shall not be paid on presentation or the amount of tax so deducted shall not be paid to the appropriate taxing authority.

 

21.9                        Capitalization of Surplus

 

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

 

21.10                 Unclaimed Dividends

 

Any dividend unclaimed after a period of three years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Company. The Company shall not be liable to any person in respect of any dividend which is forfeited to the Company or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

 

22           ACCOUNTING RECORDS

 

22.1                        Recording of Financial Affairs

 

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

 

22.2                        Inspection of Accounting Records

 

Unless the directors determine otherwise, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

 

23           GIVING NOTICES AND SENDING RECORDS

 

23.1                        Method of Giving Notices and Delivering Records

 

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report, document or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

 

(1)                                 sending the record by mail or courier addressed to the person at the applicable address for that person as follows:

 

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(a)                                 for a record mailed or sent by courier to a shareholder, the shareholder’s registered address;

 

(b)                                 for a record mailed or sent by courier to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

 

(c)                                  in any other case, the mailing address of the intended recipient;

 

(2)                                 delivering the record addressed to the person at the applicable address for that person as follows:

 

(a)                                 for a record delivered to a shareholder, the shareholder’s registered address;

 

(b)                                 for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

 

(c)                                  in any other case, the delivery address of the intended recipient;

 

(3)                                 sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

 

(4)                                 sending the record by e-mail to the e-mail address provided by the intended recipient for the sending of that record or records of that class;

 

(5)                                 personally delivering the record to the intended recipient; or

 

(6)                                 creating and providing the record that is posted on or made available through a generally accessible electronic source and providing the person notice in writing, including by mail, courier, delivery, fax or e-mail, of the availability and location of the record.

 

23.2                        Deemed Receipt

 

A notice, statement, report, document or other record that is:

 

(1)                                 mailed to a person by ordinary mail or sent by courier to the applicable address for that person referred to in Article 23.1 is deemed to be received by the person to whom it was mailed or sent by courier on the day (Saturdays, Sundays and holidays excepted) following the date of mailing or sending by courier;

 

(2)                                 faxed to a person to the fax number provided for that person referred to in Article 23.1 is deemed to be received by the person to whom it was faxed on the day it was faxed;

 

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(3)                                 e-mailed to a person to the e-mail address provided by that person referred to in Article 23.1 is deemed to be received by the person to whom it was e-mailed on the day it was e-mailed; or

 

(4)                                 delivered by posting it on or making it available through a generally accessible electronic source referred to in Article 23.1 is deemed to be received by the person on the day such person is sent notice in writing, including by mail, courier, delivery, fax or e-mail, of the availability and location of such notice, statement, report, document or other record.

 

23.3                        Certificate of Sending

 

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report, document or other record was sent in accordance with Article 23.1 is conclusive evidence of that fact.

 

23.4                        Notice to Joint Shareholders

 

A notice, statement, report, document or other record may be provided by the Company to the joint shareholders of a share by providing the record to the joint shareholder first named in the central securities register in respect of the share.

 

23.5                        Notice to Legal Personal Representative

 

A notice, statement, report, document or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

 

(1)                                 sending the record, addressed to such person:

 

(a)                                 by name, by the title of the legal personal representative of the deceased, bankrupt or incapacitated shareholder or by any similar description; and

 

(b)                                 at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

 

(2)                                 if an address referred to in paragraph (1)(b) has not been supplied to the Company, by sending the record in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

 

23.6                        Omission and Errors

 

The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the directors 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.

 

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23.7                        Undelivered Records

 

If any record sent to a shareholder pursuant to Article 23.1 is returned on two consecutive occasions because that shareholder cannot be found, the Company shall not be required to send any further records to such shareholder until that shareholder informs the Company in writing of a new address.

 

23.8                        Unregistered Shareholders

 

Every person who becomes entitled to any share by any means whatsoever shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom he derives his title to such share prior to his name and address being entered on the central 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 Company the proof of authority of his entitlement prescribed by the Business Corporations Act.

 

24           SEAL

 

24.1                        Who May Attest Seal

 

Except as provided in Article 24.2, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signature of:

 

(1)                                 any director;

 

(2)                                 any officer; or

 

(3)                                 any person authorized by any of the foregoing.

 

24.2                        Mechanical Reproduction of Seal

 

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and such persons as are authorized under Article 24.1 to attest the Company’s seal may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

 

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25           FORUM SELECTION

 

25.1                        Forum for Adjudication of Certain Disputes

 

Unless the Company consents in writing to the selection of an alternative forum, the Supreme Court of British Columbia, Canada and the appellate Courts therefrom, shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Company to the Company; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the Business Corporations Act or the Articles (as either may be amended from time to time); or (iv) any action or proceeding asserting a claim otherwise related to the relationships among the Company, its affiliates and their respective shareholders, directors and/or officers, but this clause (iv) does not include claims related to the business carried on by the Company or such affiliates. If any action or proceeding the subject matter of which is within the scope of the preceding sentence is filed in a Court other than a Court located within the Province of British Columbia (a “Foreign Action”) in the name of any securityholder, such securityholder shall be deemed to have consented to (i) the personal jurisdiction of the provincial and federal Courts located within the Province of British Columbia in connection with any action or proceeding brought in any such Court to enforce the preceding sentence and (ii) having service of process made upon such securityholder in any such action or proceeding by service upon such securityholder’s counsel in the Foreign Action as agent for such securityholder.

 

This Article 25.1 shall not apply to any causes of action arising under the U.S. Securities Act of 1933, or the U.S. Securities Exchange Act of 1934. Unless the Company consents in writing to the selection of an alternative forum, the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall be the sole and exclusive forum for resolving any complaint filed in the United States asserting a cause of action arising under the U.S. Securities Act of 1933 and the U.S. Securities Exchange Act of 1934.

 

26           SPECIAL RIGHTS OR RESTRICTIONS

 

26.1                        Definitions

 

In this Article 26, the following terms shall have the following respective meanings:

 

“Affiliate” means, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such specified Person.

 

“Baring Permitted Holders” means any funds managed or advised by Baring Private Equity Asia Group Limited or any of its Affiliates, in each case provided that it is controlled, directly or indirectly, or managed or advised by Baring Private Equity Asia Group Limited or an Affiliate of Baring Private Equity Asia Group Limited;

 

“Change of Control Transaction” means an amalgamation, arrangement, recapitalization, business combination or similar transaction of the Company, other than an amalgamation,

 

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arrangement, recapitalization, business combination or similar transaction that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the continuing entity or its parent) more than 50% of the total voting power represented by the voting securities of the Company, the continuing entity or its parent and more than 50% of the total number of outstanding shares of the Company, the continuing entity or its parent, in each case as outstanding immediately after such transaction, and the shareholders of the Company immediately prior to the transaction own voting securities of the Company, the continuing entity or its parent immediately following the transaction in substantially the same proportions (vis a vis each other) as such shareholders owned the voting securities of the Company immediately prior to the transaction.

 

“Permitted Holders” means any of (i) the Baring Permitted Holders, and (ii) the TELUS Permitted Holders;

 

“Person” means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company or other entity.

 

“TELUS Permitted Holders” means TELUS and any of its Affiliates, in each case provided that it is controlled, directly or indirectly, or managed by TELUS or an Affiliate of TELUS;

 

“Shares” means Multiple Voting Shares and Subordinate Voting Shares.

 

For purposes of this Article 26, a Person is “controlled” by another Person or other Persons if: (i) in the case of a company or other body corporate wherever or however incorporated: (A) securities entitled to vote in the election of directors carrying in the aggregate at least a majority of the votes for the election of directors and representing in the aggregate at least a majority of the participating (equity) securities are held, other than by way of security only, directly or indirectly, by or solely for the benefit of the other Person or Persons; and (B) the votes carried in the aggregate by such securities are entitled, if exercised, to elect a majority of the board of directors of such company or other body corporate; or (ii) in the case of a Person that is not a company or other body corporate, at least a majority of the participating (equity) and voting interests of such Person are held, directly or indirectly, by or solely for the benefit of the other Person or Persons; and “controls”, “controlling” and “under common control with” shall be interpreted accordingly

 

26.2                        Subordinate Voting Shares and Multiple Voting Shares

 

The special rights or restrictions attached to the Subordinate Voting Shares and the Multiple Voting Shares shall be as follows:

 

(1)                                 Dividends; Rights on Liquidation, Dissolution, or Winding-Up.

 

The Subordinate Voting Shares and the Multiple Voting Shares shall be subject to and subordinate to the special rights or restrictions attached to the Preferred Shares and the shares of any other class ranking senior to the Subordinate Voting Shares and the Multiple Voting Shares and shall rank pari passu, share for share, as to the right to receive dividends and any amount payable on any distribution of assets constituting a return of capital and to receive the remaining property and assets of the Company on the liquidation, dissolution or winding-up of the Company, whether voluntarily or involuntarily, or any other distribution of assets of the Company among its shareholders for the purposes of winding up its affairs. For the avoidance of doubt, holders of

 

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Subordinate Voting Shares and Multiple Voting Shares shall, subject always to the rights of the holders of Preferred Shares and the shares of any other class ranking senior to the Subordinate Voting Shares and the Multiple Voting Shares, be entitled to receive (i) such dividends and any amount payable on any distribution of assets constituting a return of capital as and when declared by the board of directors of the Company, and (ii) in the event of the liquidation, dissolution or winding-up of the Company, whether voluntarily or involuntarily, or any other distribution of assets of the Company among its shareholders for the purposes of winding up its affairs, the remaining property and assets of the Company, in the case of (i) and (ii) an identical amount per share, at the same time and in the same form (whether in cash, in specie or otherwise) as if such shares were of one class only; provided, however, that in the event of the payment of a dividend in the form of shares, holders of Subordinate Voting Shares shall receive Subordinate Voting Shares and holders of Multiple Voting Shares shall receive Multiple Voting Shares, unless otherwise determined by the board of directors of the Company.

 

(2)                                 Meetings and Voting Rights

 

Each holder of Multiple Voting Shares and each holder of Subordinate Voting Shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Company, except meetings at which only holders of another class or of a particular series shall have the right to vote. At each such meeting, each Multiple Voting Share shall entitle the holder thereof to 10 votes and each Subordinate Voting Share shall entitle the holder thereof to one vote.

 

(3)                                 Subdivision or Consolidation

 

No subdivision or consolidation of the Subordinate Voting Shares or the Multiple Voting Shares shall be carried out unless, at the same time, the Multiple Voting Shares or the Subordinate Voting Shares, as the case may be, are subdivided or consolidated in the same manner and on the same basis so as to preserve the relative economic and voting interests of the two classes.

 

(4)                                 Conversion

 

The Subordinate Voting Shares cannot be converted into any other class of shares. Each outstanding Multiple Voting Share may at any time, at the option of the holder, be converted into one fully paid and non-assessable Subordinate Voting Share, in the following manner:

 

(a)                                 The conversion right which provision is made in Article 26.2(4) shall be exercised by notice in writing given to the transfer agent of the Company, if one exists, and if not, to the Company at its registered office, accompanied by a certificate or certificates representing the Multiple Voting Shares in respect of which the holder desires to exercise such conversion right or the equivalent where Multiple Voting Shares are issued in uncertificated form (such as, for example, pursuant to a Direct Registration System) in accordance with the procedures of any applicable depository or transfer agent of the Company. Such notice shall be signed by the holder of the Multiple Voting Shares in respect of which such conversion right is being exercised, or by the duly authorized representative thereof, and shall specify the number of Multiple Voting Shares which such holder desires to have converted. On any conversion of Multiple Voting Shares, the Subordinate Voting Shares resulting therefrom shall be registered in the name of the

 

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registered holder of the Multiple Voting Shares converted or, subject to payment by the registered holder of any stock transfer or applicable taxes and compliance with any other reasonable requirements of the Company in respect of such transfer, in such name or names as such registered holder may direct in writing.

 

(b)                                 Upon receipt of such notice and certificate or certificates (if certificates have been issued) and, as applicable, compliance with such other requirements, the Company shall, at its expense, effective as of the date of such receipt and, as applicable, compliance, remove or cause the removal of such holder from the register of holders in respect of the Multiple Voting Shares for which the conversion right is being exercised, add the holder (or any Person or Persons in whose name or names such converting holder shall have directed the resulting Subordinate Voting Shares to be registered) to the securities register of holders in respect of the resulting Subordinate Voting Shares, cancel or cause the cancellation of the certificate or certificates representing such Multiple Voting Shares and issue or cause to be issued a certificate or certificates, or the equivalent where Multiple Voting Shares are issued in uncertificated form (such as, for example, pursuant to a Direct Registration System) in accordance with the procedures of any applicable depository or transfer agent of the Company, representing the Subordinate Voting Shares issued upon the conversion of such Multiple Voting Shares. If less than all of the Multiple Voting Shares represented by any certificate are to be converted, the holder shall be entitled to receive a new certificate representing the Multiple Voting Shares represented by the original certificate which are not to be converted.

 

(c)                                  A Multiple Voting Share that is converted into Subordinate Voting Shares as provided for in this Article 26.2(4) will automatically be cancelled.

 

(5)                                 Automatic Conversion

 

(a)                                 Upon the first date that any Multiple Voting Share shall be held by a Person other than by a Permitted Holder, the Permitted Holder which held such Multiple Voting Share until such date, without any further action, shall automatically be deemed to have exercised his, her or its rights under Article 26.2(4) to convert such Multiple Voting Share into one fully paid and non-assessable Subordinate Voting Share.

 

(b)                                 In addition:

 

(i)                                     all Multiple Voting Shares held by the TELUS Permitted Holders will convert automatically, without any further action, into Subordinate Voting Shares at such time as the TELUS Permitted Holders that hold Multiple Voting Shares no longer as a group beneficially own, directly or indirectly and in the aggregate, at least 10% of the issued and outstanding Shares on a non-diluted basis; and

 

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(ii)                                  all Multiple Voting shares held by the Baring Permitted Holders will convert automatically, without any further action, into Subordinate Voting Shares at such time as the Baring Permitted Holders that hold Multiple Voting Shares no longer as a group beneficially own, directly or indirectly and in the aggregate, at least 10% of the issued and outstanding Shares on a non-diluted basis.

 

(c)                                  A Multiple Voting Share that is converted into a Subordinate Voting Share as provided for in Articles 26.2(5)(a) or 26.2(5)(b) will automatically be cancelled.

 

(6)                                 Single Class

 

Except as otherwise provided in these Articles, Subordinate Voting Shares and Multiple Voting Shares are equal in all respects and shall be treated as shares of a single class for all purposes under the Business Corporations Act.

 

(7)                                 Certain Class Votes

 

In connection with any Change of Control Transaction requiring approval of the holders of Subordinate Voting Shares and Multiple Voting Shares under the Business Corporations Act, holders of Subordinate Voting Shares and Multiple Voting Shares shall be treated equally and identically, on a per share basis, unless different treatment of the shares of each such class is approved by a majority of the votes cast by the holders of outstanding Subordinate Voting Shares or their proxyholders in respect of a resolution approving such Change of Control Transaction and by a majority of the votes cast by the holders of outstanding Multiple Voting Shares or their proxyholders in respect of a resolution approving such Change of Control Transaction, each voting separately as a class at a meeting of the holders of that class called and held for such purpose.

 

(8)                                 Certain Amendments

 

In addition to any other voting right or power to which the holders of Subordinate Voting Shares shall be entitled by law or regulation or other provisions of these Articles, but subject to the provisions of these Articles, holders of Subordinate Voting Shares shall be entitled to vote separately as a class, in addition to any other vote of shareholders that may be required, in respect of any alteration, repeal or amendment of these Articles which would adversely affect the rights or special rights of the holders of Subordinate Voting Shares or affect the holders of Subordinate Voting Shares and Multiple Voting Shares differently, on a per share basis, including an amendment to the terms of these Articles that provides that any Multiple Voting Shares sold or transferred to a Person that is not a Permitted Holder shall be automatically converted into Subordinate Voting Shares, and such alteration, repeal or amendment shall not be effective unless a resolution in respect thereof is approved by a majority of the votes cast by holders of outstanding shares of such class or their proxyholders.

 

26.3                        Preferred Shares

 

The special rights or restrictions attached to the Preferred Shares shall be as follows:

 

(1)                                 Issuable in Series

 

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(a)                                 The Preferred Shares may at any time and from time to time be issued in one or more series.

 

(b)                                 Subject to the Business Corporations Act, the Company may, by directors’ resolution or ordinary resolution from time to time, if none of the Preferred Shares of a particular series are issued, alter these Articles and authorize the alteration of the Notice of Articles of the Company, as the case may be, to do one or more of the following with respect to such series:

 

(i)                                     determine the maximum number of shares of such series of Preferred Shares that the Company is authorized to issue, determine that there is no such maximum number, or alter any determination made under this paragraph (i) or otherwise, in relation to a maximum number of such shares;

 

(ii)                                  create an identifying name by which the shares of such series of Preferred Shares may be identified, or alter any identifying name created for such shares; and

 

(iii)                               attach special rights or restrictions to the shares of such series of Preferred Shares or alter any special rights or restrictions attached to such shares, including, but without limiting or restricting the generality of the foregoing, special rights or restrictions with respect to:

 

(1)                                 the rate, amount, method of calculation and payment of any dividends, whether cumulative, partly cumulative or non- cumulative, and whether such rate, amount, method of calculation or payment is subject to change or adjustment in the future;

 

(2)                                 any rights upon a dissolution, liquidation or winding-up of the Company or upon any other return of capital or distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs;

 

(3)                                 any rights of redemption, retraction or purchase for cancellation and the prices and terms and conditions of any such rights;

 

(4)                                 any rights of conversion, exchange or reclassification and the terms and conditions of any such rights;

 

(5)                                 any voting rights and restrictions;

 

(6)                                 the terms and conditions of any share purchase plan or sinking fund;

 

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(7)                                 restrictions respecting payment of dividends on, or the return of capital, repurchase or redemption of, any other shares of the Company; and

 

(8)                                 any other special rights or restrictions, not inconsistent with these share provisions, attaching to such series of Preferred Shares.

 

(c)                                  No special rights or restrictions attached to any series of Preferred Shares will confer upon the shares of that series a priority over the shares of any other series of Preferred Shares in respect of dividends or a return of capital in the event of the dissolution of the Company or on the occurrence of any other event that entitles the shareholders holding the shares of all series of the Preferred Shares to a return of capital. The Preferred Shares of each series will, with respect to the payment of dividends and the distribution of assets or return of capital in the event of dissolution or on the occurrence of any other event that entitles the shareholders holding the shares of all series of the Preferred Shares to a return of capital, rank on a parity with the shares of every other series of Preferred Shares.

 

(2)                                 Class Rights or Restrictions

 

(a)                                 Holders of Preferred Shares will be entitled to preference with respect to payment of dividends over the Multiple Voting Shares, the Subordinate Voting Shares and any other shares ranking junior to the Preferred Shares with respect to payment of dividends.

 

(b)                                 In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the Preferred Shares will be entitled to preference over the Multiple Voting Shares, the Subordinate Voting Shares and any other shares ranking junior to the Preferred Shares with respect to the repayment of capital paid up on and the payment of unpaid dividends accrued on the Preferred Shares.

 

(c)                                  The Preferred Shares may also be given such other preferences over the Multiple Voting Shares, the Subordinate Voting Shares and any other shares ranking junior to the Preferred Shares as may be fixed by directors’ resolution or ordinary resolution as to the respective series authorized to be issued.

 

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Exhibit 99.2

 

February 5, 2021

 

TELUS International (Cda) Inc.

Floor 7, 510 West Georgia Street

Vancouver, British Columbia

V6B 0M3

 

Re: Securities Registered under Registration Statement on Form F-1

 

Ladies and Gentlemen:

 

We have acted as Canadian counsel to you in connection with your filing of a Registration Statement on Form F-1 (File No. 333-251993), as amended and supplemented (the “Original Registration Statement”), including by a Registration Statement on Form F-1 (File No. 333-252678) filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (the “Additional Registration Statement” and together with the Original Registration Statement, the “Registration Statement”) of TELUS International (Cda) Inc., a company governed by the Business Corporations Act (British Columbia) (the “Company”), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission on February 2, 2021. This opinion letter is furnished to you in connection with your filing of the Registration Statement relating to the registration of the offering of 42,550,000 subordinate voting shares of the Company (“Shares”), including Shares purchasable by the underwriters upon their exercise of an option to purchase additional subordinate voting shares granted by the selling shareholders referred to in the Registration Statement. All such option Shares were offered by certain selling shareholders referred to in the Registration Statement. The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company, the selling shareholders and the underwriters (the “Underwriting Agreement”). The option to purchase additional subordinate voting shares was exercised in full by the underwriters on February 3, 2021.

 

We have considered such questions of law and examined such public and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to certain factual matters, upon certificates of officers of the Company. Without limiting the generality of the foregoing, we have reviewed the articles of the Company in effect as of the date hereof.

 

 

We have assumed the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, electronic, photostatic or facsimile copies.

 

The opinions expressed below are limited solely to the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and are validly issued as fully paid and non-assessable subordinate voting shares of the Company.

 

We hereby consent to the inclusion of this opinion as Exhibit 99.2 to the Form 6-K, which incorporates by reference our opinion into the Registration Statement, and to the references to our firm under the caption “Legal Matters” in the Original Registration Statement and the Additional Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

Yours very truly,

 

/s/ Osler, Hoskin & Harcourt LLP

 

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Exhibit 99.3

 

TELUS INTERNATIONAL (CDA) INC.
REGISTRATION RIGHTS AGREEMENT
February 5, 2021

 

 

REGISTRATION RIGHTS AGREEMENT

 

ARTICLE 1
INTERPRETATION

 

Section 1.1                                   Defined Terms.

 

Any terms not otherwise defined in this Agreement shall have the meaning ascribed thereto in the Shareholders’ Agreement.  For purposes of this Agreement:

 

“Agreement” means this registration rights agreement and all schedules and exhibits attached to it, as it may be amended, restated, replaced or supplemented from time to time in accordance with this Agreement.

 

“Bought Deal” means an Underwritten Offering on a bought deal basis pursuant to which an underwriter has committed to purchase securities of the Corporation in a “bought deal” letter prior to the filing of a Canadian Preliminary Prospectus or Prospectus.

 

“Baring” means Riel B.V., its Permitted Holders in accordance with Article 7 and its and their respective successors.

 

“Baring Fund” means Baring Asia Private Equity Fund VI, L.P.1, Baring Asia Private Equity Fund VI, L.P.2 and Baring Asia Private Equity Fund VI Co-Investment L.P., and any of their respective successors and assigns, including any successor by way of amalgamation, merger, arrangement or other reorganization.

 

“Baring Permitted Holders” means any funds managed or advised by Baring Private Equity Asia Group Limited or any of its Affiliates, in each case provided that it is controlled, directly or indirectly, or managed or advised by Baring Private Equity Asia Group Limited or an Affiliate of Baring Private Equity Asia Group Limited.

 

“Business Day” means any day of the year, other than a Saturday, Sunday or day on which banks are closed for business in Vancouver, British Columbia, Toronto, Ontario, Singapore or New York City, New York.

 

“Canadian Preliminary Prospectus” means a preliminary prospectus of the Corporation in respect of Shares which has been filed with and a receipt issued therefor by the applicable Canadian Securities Authorities, including all amendments thereto and all material incorporated by reference therein.

 

“Canadian Prospectus” means a final prospectus of the Corporation in respect of Shares which has been filed with and a receipt issued therefor by the applicable Canadian Securities Authorities, including all amendments thereto and all material incorporated by reference therein.

 

“Canadian Securities Authorities” means the securities commissions or other securities regulatory authorities in each of the provinces and territories of Canada.

 

 

“Canadian Securities Laws” means the securities legislation of each of the provinces and territories of Canada including all rules, regulations, instruments, policies, published policy statements and blanket orders thereunder or issued by one or more of the securities regulatory authority in each of the provinces and territories of Canada.

 

“Companies Group” means, collectively, the Corporation and the Subsidiaries of the Corporation.

 

“Control” means (i) in relation to a Person that is a body corporate, the beneficial ownership, directly or indirectly, of voting securities of such Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization) carrying more than fifty per cent (50%) of the voting rights attaching to all voting securities of such Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization) or the right to elect or appoint a majority of the board of directors (or equivalent) of such Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization), and (ii) in relation to a Person that is a partnership, limited partnership, business trust or other similar entity, (a) the ownership, directly or indirectly, of voting securities of such Person carrying more than fifty per cent (50%) of the voting rights attaching to all voting securities of such Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization), or (b) the ownership, directly or indirectly, of other interests or the holding of a position (such as trustee) entitling the holder thereof to exercise control and direction over the activities of such Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization), and “Controls” and “Controlled” shall have corresponding meanings.

 

“Corporation” means TELUS International (Cda) Inc. and any of its successors and assigns, including any successor by way of amalgamation, merger, arrangement or other reorganization.

 

“Effective Date” means February 5, 2021.

 

“Equity Plan” means any equity or equity based compensation plan of the Corporation or any Subsidiary of the Corporation, including any stock option plan or any restricted stock unit.

 

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

 

“Governmental Entity” means (i) any governmental or public department, central bank, court, minister, governor-in-council, cabinet, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, municipal, local, or other; (ii) any subdivision or authority of any of the above; (iii) any stock exchange; and (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

 

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“Holder” means any Person party to this Agreement owning Registrable Securities or any Permitted Holder thereof in accordance with Article 7.

 

“IFRS” means the International Financial Reporting Standards as adopted by the International Accounting Standards Board, at the relevant time.

 

“Initiating Holder” means the Holder requesting a Demand Registration by written notice delivered as contemplated by Section 2.1.

 

“Laws” means (i) laws, constitutions, treaties, statutes, codes, ordinances, principles of common and civil law and equity, orders, decrees, rules, regulations and municipal bylaws, whether domestic, foreign or international, (ii) judicial, arbitral, administrative, ministerial, departmental and regulatory judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any Governmental Entity, and (iii) policies, practices and guidelines of, or contracts with, any Governmental Entity, which, although not actually having the force of law, are considered by such Governmental Entity as requiring compliance as if having the force of law, in each case binding on or affecting the Person, or the assets of the Person, referred to in the context in which such word is used.

 

“MJDS” means the U.S./Canada Multijurisdictional Disclosure System adopted by the SEC and the Canadian Securities Authorities.

 

“Multiple Voting Shares” means the multiple voting shares of the Corporation (for greater clarity, excluding any multiple voting shares that a Holder may elect to convert into Shares of the Corporation) as described in the Notice of Articles, and where the context permits, includes (i) any securities into which such shares may be converted, reclassified, redesignated, subdivided, consolidated or otherwise changed, (ii) any securities of the Corporation or of any other Person received by the holders of such shares as a result of any merger, amalgamation, reorganization, arrangement or other similar transaction involving the Corporation, (iii) any securities of the Corporation which are received by any one or more Persons as a stock dividend or distribution on or in respect of such shares, and (iv) any securities, other instruments or rights that are exercisable, exchangeable or convertible into, or evidence the right to acquire, any shares of the Corporation or any of the other above securities, provided that options under an Equity Plan are not included until they are exercised for Shares in accordance with such Equity Plan.

 

“Notice of Articles” means the notice of articles dated February 4, 2021 as such notice of articles, certificate and articles of incorporation or equivalent constating documents may from time to time be amended, restated, replaced or superseded.

 

“Parties” means the Corporation, Baring, TELUS and any Permitted Holder thereof in accordance with Article 7.

 

“Permitted Holder” means means any of (i) Baring Permitted Holders, and (ii) the TELUS Permitted Holders.

 

“Person” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock

 

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company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

 

“Pre-IPO Holder” means any Person, other than the Parties, who holds Shares of the Corporation on or prior to the Effective Date.

 

“Proportionate Interest” means (a) with respect to Baring, the fractional percentage that is calculated from the total number of Baring’s Shares and Multiple Voting Shares divided by the sum of Baring’s Shares and Multiple Voting Shares and TELUS’ Shares and Multiple Voting Shares; and (b) with respect to TELUS,  the fractional percentage that is calculated from the total number of TELUS’ Shares and Multiple Voting Shares divided by the sum of Baring’s Shares and Multiple Voting Shares and TELUS’ Shares and Multiple Voting Shares.

 

“Prospectus” means the prospectus included in a Registration Statement as amended or supplemented by any prospectus amendment or supplement, including post-effective amendments and all material incorporated by reference in such Prospectus.

 

“Public Offering” means a public offering and sale of Shares for cash pursuant to (i) a Canadian Preliminary Prospectus and a Canadian Prospectus, and/or (ii) an effective Registration Statement under the Securities Act, and includes a Bought Deal.

 

“Register,” “Registered,” “register” and “registration” means (i) a prospectus-qualified distribution in any province or territory of Canada pursuant to a Canadian Preliminary Prospectus and a Canadian Prospectus of the Corporation filed with one or more Canadian Securities Authorities under Canadian Securities Law with respect to which a receipt is issued by the applicable Canadian Securities Authorities, and/or (ii) a registration effected by preparing and filing a Registration Statement (including a Prospectus therein) or similar document in compliance with the Securities Act and the automatic effectiveness or the declaration or ordering of effectiveness of such Registration Statement or similar document.

 

“Registrable Securities” means Shares held by any Person party to this Agreement as of the date of this Agreement, and Shares issued or issuable with respect to any Shares held by any Person party to this Agreement as of the date of this Agreement by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization or otherwise.  As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) they have been distributed to the public pursuant to a registration or have been otherwise sold or transferred by any Holder, as applicable, except to any Permitted Holder in accordance with Article 7, or (ii) they may be sold pursuant to Rule 144 under the Securities Act without restriction on the basis of volume limitations. For greater clarity, Multiple Voting Shares must be converted to Shares before such Shares can become Registrable Securities.

 

“Registration Expenses” means any and all fees and expenses incidental to the Corporation’s performance of, or compliance with, the terms of a registration hereunder, including:  (i) Securities Regulators and stock exchange registration listing and filing fees,

 

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(ii) fees and expenses of compliance with Canadian Securities Laws, the Securities Act, the Exchange Act or with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities under the Laws of such jurisdictions as the managing underwriters may designate), (iii) printing, copying and translation expenses, (iv) expenses incurred in connection with any “road show” and marketing activities, (v) reasonable fees, expenses and disbursements of legal counsel to the Corporation and of all independent certified public accountants and chartered accountants of the Corporation (including the expenses of any special opinions, audits and “cold comfort” letters required by or incident to such performance), (vi) all transfer agents’, depositaries’ and registrars’ fees, (vii) any other fees, expenses and/or commissions payable to an underwriter, investment banker, manager or agent, other than Selling Expenses of the Selling Holders, and (viii) the reasonable fees and disbursements of one Selling Holders Counsel;

 

“Registration Statement” means a registration statement filed by the Corporation with the SEC for a public offering under the Securities Act (other than a registration statement on Form S-8, Form S-4 or Form F-4, or their successors, or any other form for a similar limited purpose).

 

“SEC” means the United States Securities and Exchange Commission.

 

“Securities Act” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

 

“Securities Regulators” means, as applicable, the Canadian Securities Authorities, the SEC and any of their successors.

 

“Selling Expenses” means all underwriting discounts, selling commissions, and securities transfer taxes applicable to the sale of Registrable Securities (except for the fees and disbursements of one Selling Holders Counsel which shall be borne and paid by the Corporation).

 

“Selling Holder” means any Holder on whose behalf Registrable Securities are registered pursuant to Article 2 or Article 3.

 

“Selling Holders Counsel” means one counsel for all the Selling Holders.

 

“Shareholders’ Agreement” means the shareholders’ agreement dated effective as of February 5, 2021 entered into among TELUS Communications Inc., Baring and the Corporation and all schedules and exhibits attached to it, as it may be amended, restated, replaced or supplemented from time to time in accordance with the terms thereof.

 

“Shares” means the subordinate voting shares of the Corporation (including any subordinate voting shares into which a Holder may elect to convert its multiple voting shares of the Corporation) as described in the Notice of Articles, and where the context permits, includes (i) any securities into which such shares may be converted, reclassified, redesignated, subdivided, consolidated or otherwise changed, (ii) any securities of the Corporation or of any other Person received by the holders of such shares as a result of any

 

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merger, amalgamation, reorganization, arrangement or other similar transaction involving the Corporation, (iii) any securities of the Corporation which are received by any one or more Persons as a stock dividend or distribution on or in respect of such shares, and (iv) any securities, other instruments or rights that are exercisable, exchangeable or convertible into, or evidence the right to acquire, any shares of the Corporation or any of the other above securities, provided that options under an Equity Plan are not included until they are exercised for Shares in accordance with such Equity Plan.

 

“Short-Form Registration” means (i) a qualification of Shares effected under the procedures for the distribution of securities by way of a short form Canadian Prospectus available under Canadian Securities Laws, including National Instrument 44-101 — Short Form Prospectus Distributions, as it may be amended or replaced from time to time, or (ii) a registration effected on Form S-3, Form F-3 or Form F-10 (or any successor form), at the discretion of the Corporation and subject to eligibility.

 

“Subsidiary” means, with respect to any Person, any other Person Controlled by such Person.

 

“TELUS” means TELUS Communications Inc., TELUS International Holding Inc., 1276431 B.C. Ltd., 1276433 B.C. Ltd. 1276435 B.C. Ltd. 1276436 B.C. Ltd. and  any of their Permitted Holders in accordance with Article 7 and its and their respective successors and assigns.

 

“TELUS Corporation” means TELUS Corporation and any of its successors and assigns, including any successor by way of amalgamation, merger, arrangement or other reorganization.

 

“TELUS Permitted Holders” means TELUS and any of its Affiliates, in each case provided that it is controlled, directly or indirectly, or managed by TELUS or an Affiliate of TELUS.

 

“TELUS ROFR” means the right of first refusal granted to TELUS and related procedures as set out in Article 5 of the Shareholders’ Agreement.

 

“Underwritten Offering” means a sale of securities of the Corporation to an underwriter for reoffering to the public pursuant to (i) a Canadian Preliminary Prospectus and Canadian Prospectus, or (ii) an effective Registration Statement.

 

Section 1.2                                   Other Defined Terms.

 

In addition to the defined terms in Section 1.1 (Defined Terms), each of the following capitalized terms has the meaning ascribed thereto in the corresponding Section:

 

Term		Section
Canadian Shelf Prospectus		2.2
Canadian Shelf Supplement		2.2
Covered Person		8.1
Demand Notice		2.3

 

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Term		Section
Demand Registration		2.1
Indemnified Party		8.3
Indemnifying Party		8.3
Loss		8.1
Losses		8.1
Notice		10.1
Receiving Holder		2.3
Shelf Registration Statement		2.2

 

Section 1.3                                   Gender and Number.

 

Any reference in this Agreement to gender includes all genders.  Words importing the singular number only include the plural and vice versa.

 

Section 1.4                                   Headings, etc.

 

The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect its interpretation.

 

Section 1.5                                   Currency.

 

All references in this Agreement to dollars or to “$” are expressed in Canadian currency unless otherwise specifically indicated.

 

Section 1.6                                   Certain Phrases, etc.

 

In this Agreement, (i) the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”, (ii) the words “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of” and (iii) the words “hereof”, “herein”, “hereunder”, “hereto” and similar expressions to this Agreement as a whole and the words “Article”, “Section”, “Exhibit” or “Schedule” refer to an Article of, Section of, Exhibit to or Schedule to, this Agreement, unless specified otherwise.  In the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

 

Section 1.7                                   Accounting and Financial Terms.

 

Except as otherwise provided in this Agreement, all accounting and financial terms not specifically defined in this Agreement are to be interpreted in accordance with IFRS, provided that if any change in IFRS after the date hereof affects the interpretation or application of any such accounting or financial terms, including the computation of any financial or accounting metrics, TELUS and Baring will, based on good faith consultation, make such equitable adjustments to the affected provisions hereof to preserve the original intent thereof.

 

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Section 1.8                                   Statutory References.

 

Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute and all rules and regulations made under it as they may have been or may from time to time be amended, re-enacted or replaced.

 

ARTICLE 2
DEMAND REGISTRATION RIGHTS

 

Section 2.1                                   Demand Registration.

 

Subject to Section 2.4, at any time and from time, a Holder of Registrable Securities may, by written notice to the Corporation, request that the Corporation effect a Public Offering of Registrable Securities expected to result in gross sale proceeds of at least $50,000,000 (a “Demand Registration”).  All requests made pursuant to this Section 2.1 will specify the aggregate number or amount of Registrable Securities to be registered at such Initiating Holder’s request, the intended methods of disposition thereof, and, subject to Section 2.4, the jurisdiction in which such registration is requested (being the United States and any province or territory of Canada).  Subject to Section 2.4, the Corporation will use its commercially reasonable efforts to effect such registration of the Registrable Securities in the jurisdiction in which the Corporation has been so requested to register. The Corporation may include in any such Demand Registration other securities of the Corporation for sale for its own account or for the account of any holder of its securities other than pursuant to this Article 2 (including Pre-IPO Holders), subject to Section 4.3.

 

Any Demand Registration by Baring can only be requested after Baring has fully complied with the TELUS ROFR.

 

Any Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 2.1 (including any Initiating Holder) may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the execution of the underwriting agreement related to such Demand Registration. Upon receipt of a notice to such effect from an Initiating Holder (or if there is more than one Initiating Holder, from all such Initiating Holders) with respect to all of the Registrable Securities included by such Initiating Holder(s) in such Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement.

 

Section 2.2                                   Form of Demand Registration.

 

Each Demand Registration shall, to the extent available, be effected through the filing of a Canadian Prospectus or Registration Statement on an applicable Short-Form Registration document (or any other form which includes substantially the same information as would be required to be included in a Canadian Prospectus or Registration Statement on such form as currently constituted) and, if there is at the time of a request for Demand Registration an effective shelf prospectus filed with the Canadian Securities Authorities with respect to which a receipt has been issued (a “Canadian Shelf Prospectus”) or an effective shelf registration pursuant to Rule 415 under the Securities Act on file with the SEC (a “Shelf Registration Statement”), a Holder may request that such Demand Registration be effected pursuant to such Canadian Shelf Prospectus in accordance with National Instrument 44-102 — Shelf Distributions or Shelf

 

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Registration Statement in accordance with Rule 415 under the Securities Act, in which case references to the “Canadian Prospectus” in this Article 2 and in Article 5 shall include, where relevant, collectively the applicable Canadian Shelf Prospectus and prospectus supplement to the Canadian Shelf Prospectus (a “Canadian Shelf Supplement”).  Once the Corporation becomes eligible to effect a Demand Registration by way of a Short-Form Registration (or any other form which includes substantially the same information as would be required to be included in a Canadian Prospectus or Registration Statement on such form as currently constituted), the Corporation will use its commercially reasonable efforts to remain at all relevant times so eligible.

 

Section 2.3                                   Notice to Other Holders.

 

Promptly upon receipt of any request pursuant to Section 2.1 (but in no event more than 5 Business Days thereafter) which will or is expected to involve a roadshow and other than in connection with a Bought Deal, the Corporation will give written notice (the “Demand Notice”) of such registration request to each Holder of Registrable Securities (which Demand Notice shall specify the intended method of disposition of such Registrable Securities), and the Corporation will, subject to Section 4.3, include in such registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within 5 Business Days after the Demand Notice has been given to the applicable Parties.  Subject to Section 4.3, the Corporation and other Holders may include Shares in such registration, and such other Holders shall be given notice of the registration as set forth above.  In the event that a Demand Registration is made in connection with a Bought Deal, or another Public Offering which is not expected to include a road show, the notice periods set forth in this Section 2.3 shall not be applicable and the Initiating Holder shall give the other Holders (each a “Receiving Holder”) such notice as is practicable under the circumstances given the speed and urgency with which Bought Deals (or such other Public Offerings) are currently carried out in common market practice of its rights to participate thereunder and the Receiving Holders shall have only such time as is practicable under the circumstances to notify the Corporation and the Initiating Holder that they will participate in the Bought Deal or such other Public Offering, failing which, such Initiating Holder shall be free to pursue the Bought Deal or such other Public Offering without the participation of the Receiving Holders; provided, that Baring, in its capacity as a Receiving Holder, shall in all cases receive written notice not less than 3 Business Days prior to the Initiating Holder pursuing such Bought Deal or other Public Offering.

 

Section 2.4                                   Limitations.

 

Subject to Section 2.5 and Section 5.3, the Corporation will not be required to effect any Demand Registration within 120 days after (i) the date of the receipt of any Canadian Prospectus  (other than a Canadian Shelf Prospectus) or the effective date of any Registration Statement that was requested pursuant to Section 2.1, or (ii) the date of the receipt of any Canadian Prospectus (other than a Canadian Shelf Prospectus), the date of the Corporation’s most recent prospectus supplement filed under Canadian Securities Laws or the effective date of any Registration Statement relating to an Underwritten Offering of securities of the Corporation for its own account or for the account of any holder of its securities other than pursuant to Section 2.1, provided that the Holders were provided with the opportunity to participate by way of incidental registration in accordance with Article 3 of this Agreement in connection with such Underwritten Offering. In no event shall the Corporation be required to effect more than one (1) Demand Registration hereunder

 

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within any ninety-day period and two (2) or more Demand Registrations in any period of twelve consecutive months

 

Section 2.5                                   Delay of Registration.

 

Notwithstanding the obligations of the Corporation pursuant to this Article 2, if the Corporation is requested to effect a Demand Registration and the Corporation determines, in its opinion, that such Demand Registration would (i) require the premature disclosure of information the disclosure of which at such time could reasonably have a material adverse effect on the Companies Group, or (ii) materially adversely affect the Companies Group, including in connection with any proposed transaction, offering of securities of the Company currently commenced or other material initiative of the Companies Group at such time, then the Corporation shall have the right to defer taking action with respect to such filing for a period of not more than 90 days after the request of the Initiating Holder is given.

 

ARTICLE 3
INCIDENTAL QUALIFICATION

 

Section 3.1                                   Registration by the Corporation.

 

At any time and from time to time, if the Corporation proposes to register any of its securities under Canadian Securities Laws or the Securities Act, for its own account or for the account of any holder of its securities other than pursuant to Article 2 (including Pre-IPO Holders), on a form or in a manner that would permit registration of Registrable Securities for sale to the public under Canadian Securities Laws or the Securities Act, then prior to the initial filing of the Canadian Preliminary Prospectus, Canadian Shelf Supplement or Registration Statement, as the case may be, the Corporation will give prompt written notice to all Holders of its intention to do so.  Upon the written request of one or more Holders given within 10 Business Days after the Corporation provides such notice (which request will state (i) the number of Registrable Securities that is proposed to be included in such Canadian Preliminary Prospectus or Registration Statement, as the case may be, and (ii) the intended method of disposition), the Corporation will use its commercially reasonable efforts to cause all Registrable Securities that the Corporation has been requested to register to be registered under Canadian Securities Laws or the Securities Act, as applicable, to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder(s); provided that the Corporation will have the right to postpone or withdraw any registration initiated by the Corporation prior to a receipt being issued for the Canadian Prospectus or the effectiveness of the Registration Statement, as the case may be, pursuant to this Article 3 without obligation to any Holder.  In the event that the Corporation proposes to register any of its securities under Canadian Securities Laws or the Securities Act, for its own account or for the account of any holder of its securities other than pursuant to Article 2 (including Pre-IPO Holders) and such registration is to be effected as a Bought Deal, or another Public Offering which is not expected to include a road show, the notice periods set forth in this Section 3.1 shall not be applicable and the Corporation shall give the Holders of Registrable Securities such notice as is practicable under the circumstances given the speed and urgency with which Bought Deals (or such other Public Offerings) are currently carried out in common market practice of its rights to participate thereunder and the Holders of Registrable Securities shall have only such time as is practicable

 

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under the circumstances to notify the Corporation that they will participate in the Bought Deal or such other Public Offering, failing which, the Corporation shall be free to pursue the Bought Deal or such other Public Offering without the participation of the Holders; provided, that Baring shall in all cases receive written notice not less than 3 Business Days prior to the Initiating Holder pursuing such Bought Deal or other Public Offering.

 

Section 3.2                                   Excluded Transactions.

 

The Corporation will not be obligated to effect any registration of Registrable Securities under this Article 3 incidental to the registration of any of its securities in connection with:  (i) any registration relating to employee benefit plans or dividend reinvestment plans; or (ii) any registration relating to the acquisition or merger after the date hereof by the Corporation or any of its Subsidiaries of or with any other businesses.

 

ARTICLE 4
UNDERWRITTEN REGISTRATION

 

Section 4.1                                   Selection of Underwriters.

 

If the Initiating Holder requesting a Demand Registration intends to distribute the Registrable Securities in an Underwritten Offering, it will so advise the Corporation in its request.  If requested by the underwriters of such Underwritten Offering, the Corporation together with the Selling Holders will enter into an underwriting agreement with such underwriters for such Underwritten Offering containing such representations and warranties by the Corporation and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, customary indemnity and contribution provisions.  In respect of any Underwritten Offering that is not a Bought Deal or is expected to include a road show, the Initiating Holder shall have the right, subject to the consultation and consent of the Corporation (which consent shall not be unreasonably withheld), to select the managing underwriter or underwriters to administer the Underwritten Offering, which managing underwriters shall be one or more firms of recognized standing in the jurisdiction or jurisdictions in which such registration is sought and in the case of a Bought Deal or another Underwritten Offering that is not expected to include a road show, the Initiating Holder shall have the right, subject to consultation of the Corporation, to select the underwriter.

 

Section 4.2                                   Underwritten Registration.

 

No Holder may participate in any Underwritten Offering hereunder unless such Holder (i) agrees to sell such Holder’s securities on the basis provided in any underwriting arrangements applicable to such Underwritten Offering, and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

 

Section 4.3                                   Underwriter’s Cutback.

 

Notwithstanding any other provision of this Agreement, if a registration involves an Underwritten Offering and the managing underwriter or underwriters of such proposed Underwritten Offering advises the Corporation and Holders that have requested inclusion in such

 

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Underwritten Offering that in its opinion the number of securities requested to be included in such registration would adversely affect the price, timing or distribution of the securities offered, then the Corporation may limit the number of Registrable Securities to be included in the Canadian Prospectus or Registration Statement, as applicable, for such Underwritten Offering.  The number of securities that are entitled to be included in the registration and underwriting will be allocated in the following manner:

 

(1)                                 if the Underwritten Offering is the result of a Demand Registration, (i) first, securities of the Corporation, other than Registrable Securities, requested to be included in such registration by shareholders (including Pre-IPO Holders) will be excluded, (ii) second, securities which the Corporation is proposing to issue from treasury will be excluded, and (iii) third, (a) if the Initiating Holder is Baring and the Demand Registration is requested on or after May 16, 2021, the Registrable Securities held by Baring to be included in such registration shall not be excluded unless all the Registrable Securities held by TELUS requested to be included in such registration are first entirely excluded, or (b) if the Initiating Holder is Baring and the Demand Registration is requested before May 16, 2021 and is not made in the circumstances set forth in (a), Registrable Securities requested to be included in such registration by the Holders will be excluded, allocated among such Holders in inverse proportion to their respective Proportionate Interest (i.e., if Baring’s Proportionate Interest is 33.34% and TELUS’ Proportionate Interest is 66.66%, Baring will be subject to a proportional exclusion of 33.34% of its applicable Registrable Securities and TELUS will be subject to a proportional exclusion of 66.66% of its applicable Registrable Securities);

 

(2)                                 otherwise, the number of securities that are entitled to be included in the registration and underwriting will be allocated in the following manner:  (i) first, securities of the Corporation, other than Registrable Securities, requested to be included in such registration by shareholders (including Pre-IPO Holders) will be excluded, (ii) second, Registrable Securities requested to be included in such registration by the Holders will be excluded, allocated among such Holders in inverse proportion to their respective Proportionate Interest (i.e., if Baring’s Proportionate Interest is 33.34% and TELUS’ Proportionate Interest is 66.66%, Baring will be subject to a proportional exclusion of 33.34% of its applicable Registrable Securities and TELUS will be subject to a proportional exclusion of 66.66% of its applicable Registrable Securities) and (iii) third, securities which the Corporation is proposing to issue from treasury will be excluded.

 

ARTICLE 5
REGISTRATION PROCEDURES

 

If and whenever the Corporation is required by the provisions of this Agreement to use its commercially reasonable efforts to effect the registration of any of the Registrable Securities under Canadian Securities Laws or the Securities Act, the Corporation and, where applicable, the Selling Holders will take the actions described below in this Article 5.

 

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Section 5.1                                   Preparation and Filing of Canadian Preliminary Prospectus, Canadian Prospectus or Registration Statement.

 

The Corporation will promptly prepare (in the case of a Demand Registration (and subject to Section 2.4)), after the end of the period within which requests for registration may be delivered to the Corporation, to the extent applicable) and file with, as the case may be, (i) the Canadian Securities Authorities a Canadian Preliminary Prospectus and Canadian Prospectus, in the English language and, if required, the French language, and use its reasonable efforts to cause such Canadian Preliminary Prospectus and Canadian Prospectus to be receipted, (ii) the SEC a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective, or (iii) both, in each case as specified by the Requesting Holders in the notice requesting such registration.

 

Section 5.2                                   Amendments and Supplements.

 

The Corporation will prepare and file with the Securities Regulators such Exchange Act reports and amendments to the Canadian Preliminary Prospectus or Canadian Prospectus (or such amendments and post—effective amendments to the Registration Statement, as applicable) as may be necessary (i) to keep the applicable Registrable Securities qualified for distribution in Canada for a period of not less than 120 days after the issuance of a receipt for the Canadian Prospectus (or such shorter period which will terminate when all securities have been sold or distribution is otherwise terminated), and/or (ii) to keep the Registration Statement effective for a period of not less than 120 days (or such shorter period which will terminate when all securities covered by such Registration Statement have been sold or such Registration Statement has been withdrawn) or, if such Canadian Preliminary Prospectus and Canadian Prospectus (or Registration Statement, as applicable) relates to an Underwritten Offering, such longer period as in the opinion of counsel for the underwriters the Canadian Prospectus and/or a Prospectus is required by Law to be delivered in connection with sales of securities by an underwriter or dealer.  The Corporation will cause the Canadian Prospectus and/or the Prospectus to be supplemented by any required supplement, and as so supplemented, to be filed pursuant to Canadian Securities Laws or Rule 424 under the Securities Act.

 

Section 5.3                                   Receipt/Effectiveness.

 

The Corporation shall be deemed to have effected a Demand Registration if (i) a receipt is obtained for the Canadian Prospectus from all jurisdictions in Canada where the Shares subject to such Demand Registration are intended to be registered and such Canadian Prospectus continues to remain in full force and effect pursuant to that receipt for a period of 120 days (or such shorter period ending when all Shares covered by such Canadian Prospectus have been sold), (ii) the Registration Statement relating to such Demand Registration is declared effective by the SEC and remains effective for 120 days thereafter (or such shorter period ending when all Shares covered by such Registration Statement have been sold), or (iii) at any time after the Initiating Holder requests a Demand Registration and prior to the issuance of a receipt for a Canadian Prospectus or the effectiveness of the Registration Statement, as the case may be, the registration is discontinued or such Canadian Prospectus or Registration Statement is withdrawn or abandoned, in each case after the filing of the Canadian Prospectus with applicable Canadian Securities Authorities or the filing of the Registration Statement with the SEC, as the case may be, at the request of the Initiating Holder, except where the Initiating Holder learns information (other than information already known to it at the time it made a request for a Demand Registration) that, in the good faith judgment of the Initiating Holder, is reasonably likely to have a material adverse effect on the Corporation.

 

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Section 5.4                                   Cooperation.

 

The Corporation will use its commercially reasonable efforts to cooperate with its auditors, the Selling Holders, the underwriters and their respective counsel and other representatives in the disposition of the Shares covered by such Canadian Preliminary Prospectus and Canadian Prospectus or such Registration Statement, as applicable.

 

Section 5.5                                   Notice of Certain Events.

 

The Corporation will notify the Selling Holders and the managing underwriters, if any, and (if requested) confirm such advice in writing, as soon as practicable after notice thereof is received by the Corporation (i) when (a) the Canadian Preliminary Prospectus or Canadian Prospectus or any amendment or supplement thereto has been filed or a receipt issued therefor by the applicable Canadian Securities Authorities and, in each case, to furnish such Selling Holders and managing underwriters with copies thereof, and/or (b) the Registration Statement or any amendment thereto has been filed or becomes effective or the Prospectus or any amendment or supplement to the Prospectus has been filed, (ii) of any request by the Securities Regulators for amendments or supplements to the Canadian Preliminary Prospectus, the Canadian Prospectus or the Registration Statement (or the related Prospectus), or for additional information, (iii) of the issuance by the Securities Regulators of any stop order or cease trade order suspending the effectiveness of the Canadian Prospectus or Registration Statement or any order preventing or suspending the use of any Preliminary Canadian Prospectus or Canadian Prospectus, preliminary Prospectus, Prospectus, or the initiation or threatening of any proceedings for such purposes, and (iv) of the receipt by the Corporation of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

 

Section 5.6                                   Executed Copies of Canadian Preliminary Prospectus, Canadian Prospectus or Registration Statement.

 

The Corporation will furnish to each Selling Holder and each managing underwriter, without charge, one executed copy and as many conformed copies as they may reasonably request, of the Canadian Preliminary Prospectus, the Canadian Prospectus or the Registration Statement, as the case may be, and any post-effective amendment or supplement thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including without limitation those incorporated by reference).

 

Section 5.7                                   Copies of Canadian Preliminary Prospectus, Canadian Prospectus or Registration Statement.

 

The Corporation will deliver to each Selling Holder and the underwriters, if any, without charge, as many copies of the Canadian Preliminary Prospectus, the Canadian Prospectus and the Registration Statement (and the related Prospectus), including without limitation each preliminary Prospectus), as the case may be, and any amendment or supplement thereto, as such Persons may reasonably request (it being understood that the Corporation consents to the use of the Canadian Preliminary Prospectus, the Canadian Prospectus and the Registration Statement (and the related Prospectus) as the case may be, or any amendment or supplement thereto, by each of the Selling

 

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Holders and the underwriters, if any, in connection with the offering and sale of the securities covered by the Canadian Preliminary Prospectus, the Canadian Prospectus and the Registration Statement (and the related Prospectus), as the case may be, or any amendment or supplement thereto) and such other documents as such Selling Holder may reasonably request in order to facilitate the disposition of the securities by such Selling Holder.

 

Section 5.8                                   Copies of Documents Incorporated By Reference.

 

The Corporation will as promptly as practicable after filing with the Securities Regulators of any document which is incorporated by reference into the Canadian Preliminary Prospectus, the Canadian Prospectus, the Registration Statement or the Prospectus (including without limitation each preliminary prospectus), provide copies of such document to counsel for the Selling Holders and to the managing underwriters, if any, if requested. Notwithstanding the foregoing, such documents shall be deemed supplied to the Selling Holders and underwriters pursuant to this Section 5.8 if such documents have been filed by the Corporation with the Securities Regulators and made publicly available on the System for Electronic Document Analysis and Retrieval (SEDAR) or the Electronic Data Gathering, Analysis and Retrieval System (EDGAR) and any successor system, as the case may be.

 

Section 5.9                                   Blue Sky Registration.

 

The Corporation will on or prior to the date on which a Registration Statement is declared effective use its commercially reasonable efforts to register or qualify, and cooperate with the Selling Holders, the managing underwriter or agent, if any, and their respective counsel in connection with the registration or qualification of such Shares for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as any such Selling Holders, underwriter or agent reasonably requests in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and so as to permit the continuance of sales therein for as long as may be necessary to complete the registration of the Registrable Securities covered by the Registration Statement, provided that the Corporation will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject.

 

Section 5.10                            Stop Orders, Etc.

 

The Corporation will use commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of any stop order, cease trade order or other order suspending the use of any Canadian Preliminary Prospectus or Canadian Prospectus, preliminary Prospectus or Prospectus or suspending any qualification of the Registrable Securities covered by the Canadian Preliminary Prospectus, the Canadian Prospectus or the Registration Statement, as the case may be.

 

Section 5.11                            Opinion of Counsel; Comfort Letter.

 

The Corporation will use its commercially reasonable efforts to obtain all legal opinions, auditors’ consents and comfort letters and experts’ cooperation as may be required, including

 

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without limitation furnishing to each Selling Holder of such Registrable Securities and/or underwriter(s) a signed counterpart, addressed or confirmed to such Selling Holder and/or underwriter(s), of (i) an opinion of counsel for the Corporation and (ii) a “cold comfort” letter signed by the independent public accountants who have audited the Corporation’s financial statements included in such Canadian Preliminary Prospectus, Canadian Prospectus or Registration Statement, as the case may be, covering substantially the same matters as are customarily covered in opinions of issuer’s and the seller’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities.

 

Section 5.12                            Listing and Transfer Agent.

 

The Corporation will cause all Registrable Securities covered by the Canadian Preliminary Prospectus, Canadian Prospectus or Registration Statement, as the case may be, to be listed on each securities exchange or automated quotation system on which similar securities issued by the Corporation are then listed (or if no similar securities are so listed on any securities exchange or automated quotation system, then on such securities exchange or automated quotation system as the Selling Holders shall reasonably request).  The Corporation will provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the Canadian Preliminary Prospectus, Canadian Prospectus or Registration Statement, as the case may be, not later than the date a receipt is issued for the Canadian Prospectus by the applicable Canadian Securities Authorities or the effective date of the Registration Statement, as the case may be.

 

Section 5.13                            General Compliance with Securities Laws.

 

The Corporation will use its commercially reasonable efforts to comply with all applicable rules and regulations of the Securities Regulators.

 

Section 5.14                            Notice of Prospectus Defects.

 

The Corporation will promptly notify the Selling Holders and the managing underwriters, if any, at any time during the period of qualification for distribution or effectiveness set forth in Section 5.3 above, when the Corporation becomes aware of the happening of any event as a result of which the Canadian Preliminary Prospectus, the Canadian Prospectus or the Prospectus included in such Registration Statement (as then in effect), contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, or fails to constitute full, true and plain disclosure of all material facts regarding the Registrable Securities, when such Canadian Preliminary Prospectus, Canadian Prospectus or Prospectus was delivered or if for any other reason it shall be necessary during such time period to amend or supplement the Canadian Preliminary Prospectus, the Canadian Prospectus or the Prospectus in order to comply with the Canadian Securities Laws or the Securities Act and, in either case as promptly as practicable thereafter, prepare and file with the Securities Regulators, and furnish without charge to the Selling Holders and the managing underwriters, if any, a supplement or amendment to such Canadian Preliminary Prospectus, Canadian Prospectus or Prospectus which will correct such statement or omission or effect such compliance; provided, that if Baring is the Initiating Holder in respect of such Canadian Preliminary Prospectus, the Canadian Prospectus or the Prospectus included in such Registration Statement (as then in effect), then in all cases the Corporation shall consult with

 

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Baring in resolving such event.  The Corporation will extend the period during which the Registrable Securities must be kept in distribution or the Registration Statement must be kept effective, as applicable, pursuant to this Agreement by the number of days during the period from and including the date of giving such notice to and including the date when the Selling Holders shall have received copies of the revised Canadian Preliminary Prospectus, Canadian Prospectus or Prospectus, as applicable.  Each Holder agrees that, upon receipt of any notice from the Corporation of the happening of any event of the kind described in this Section 5.14, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Canadian Preliminary Prospectus, Canadian Prospectus or Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Canadian Preliminary Prospectus, Canadian Prospectus or Prospectus contemplated by this Section 5.14, or until it is advised in writing by the Corporation that the use of the Canadian Preliminary Prospectus, Canadian Prospectus or Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Canadian Preliminary Prospectus, Canadian Prospectus or the Prospectus, and, if so directed by the Corporation, such Selling Holder will deliver to the Corporation (at the Corporation’s expense) all copies, other than permanent file copies then in such Selling Holder’s possession, of the Canadian Preliminary Prospectus, the Canadian Prospectus or the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

 

Section 5.15                            Standstill.

 

In connection with any Demand Registration involving an Underwritten Offering, the Corporation, if requested by the underwriters(s) in such Underwritten Offering, agrees to become bound by lockup restrictions (which must apply in like manner to all of the Selling Holders) that are substantially similar to the lockup restrictions agreed to in connection with the Corporation’s initial public offering except that such restrictions shall be for a customary period specified by the underwriter(s) not to exceed (i) in the case of the first Underwritten Offering following the initial public offering, 90 days following the date of the underwriting agreement entered into in connection with such Underwritten Offering and (ii) thereafter, 60 days following the date of the underwriting agreement entered into in connection with such Underwritten Offering or, in each case, such shorter period that may be agreed to with the underwriters; provided that any such lockup restriction shall contain a customary carve-out for issuances of securities by the Company in connection with an acquisition or other business combination transaction on similar terms to the carve-out granted to the Company in connection with the Company’s initial public offering. The Company shall use its commercially reasonable efforts to cause its executive officers and directors and shall use commercially reasonable efforts to cause other holders of Shares participating in such offering who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) Shares, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by the Selling Holders.

 

Section 5.16                            Lock-Up.

 

In connection with each Demand Registration involving an Underwritten Offering, each Holder, if requested by the underwriter(s) of such Underwritten Offering, agrees to become bound by and to execute and deliver such lock-up agreement restricting such Holder’s rights that is substantially similar to the lockup restrictions agreed to in connection with the Corporation’s initial

 

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public offering except that such restrictions shall be for a customary period specified by the managing underwriters or underwriters not to exceed (i) in the case of the first Underwritten Offering following the initial public offering, 90 days following the date of the underwriting agreement entered into in connection with such underwritten offering and (ii) thereafter, 60 days following the date of the underwriting agreement entered into in connection with such Underwritten Offering or, in each case, such shorter period that may be agreed to with the underwriters.

 

Section 5.17                            Participation by Selling Holders.

 

In connection with the preparation and filing of any Canadian Preliminary Prospectus, Canadian Prospectus or Registration Statement in connection with a registration made pursuant to Article 2 or Article 3, the Corporation will give the Selling Holders, the underwriter or underwriters of such distribution and their respective counsel, auditors and other representatives, the opportunity to participate in the preparation of such documents and each amendment thereof or supplement thereto, and shall insert therein such material furnished to the Corporation in writing, which in the reasonable judgment of the Corporation and its counsel should be included, and will, subject to the prior execution and delivery to the Corporation of reasonable confidentiality agreements, give each of them such reasonable and customary access to the Corporation’s books and records and such reasonable and customary opportunity to discuss the business of the Corporation with its officers and auditors, and to conduct all reasonable and customary due diligence which the Selling Holders and the underwriter or underwriters and their respective counsel may reasonably require in order to (i) conduct a reasonable investigation in order to enable such underwriters or Selling Holders to execute any applicable certificate required to be executed by them in Canada for inclusion in such documents, or (ii) to conduct a reasonable investigation within the meaning of the Securities Act, as applicable.

 

Section 5.18                            Information by Selling Holders.

 

Each Selling Holder included in any registration shall furnish to the Corporation necessary information regarding such Selling Holder and the proposed registration as may be required by law and as reasonably requested by the Corporation in writing in connection with any qualification or compliance referred to in this Agreement.

 

ARTICLE 6
EXPENSES AND LIMITATION ON OTHER AGREEMENTS

 

Section 6.1                                   Expenses.

 

(1)                                 In connection with any registration made pursuant to this Agreement, all Registration Expenses shall be paid by the Corporation and the Selling Holders shall pay (i) all Selling Expenses in proportion to the gross proceeds received by each Selling Holder in connection with such registration and (ii) fees and disbursements of counsel for such Selling Holder (except for the fees and disbursements of one Selling Holders Counsel which shall be borne and paid by the Corporation).

 

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(2)                                 For greater certainty, in connection with any registration made pursuant to this Agreement, the Corporation shall pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties).

 

Section 6.2                                   Restriction on Other Agreements.

 

The Corporation will not, without the prior written consent of TELUS and Baring, enter into any agreement with any holder or prospective holder of securities of the Corporation that grants such holder or prospective holder rights to include securities of the Corporation in any Canadian Preliminary Prospectus, Canadian Prospectus or Registration Statement unless such rights are subordinated to the rights granted to the Holders under this Agreement on terms reasonably satisfactory to TELUS and Baring.

 

ARTICLE 7
TRANSFER OF RIGHTS

 

Section 7.1                                   Transfer of Rights.

 

The rights under this Agreement, including the right to cause the Corporation to register Registrable Securities pursuant to Article 2 and Article 3, may be assigned in whole or in part by any Holder to a Permitted Holder, and by such Permitted Holder to a subsequent Permitted Holder.  Any Permitted Holder to whom rights under this Agreement are transferred will (i) as a condition to such transfer, deliver to the Corporation a written instrument by which such Permitted Holder agrees to be bound by the obligations imposed upon Holders under this Agreement to the same extent as if such Permitted Holder were a Holder under this Agreement and (ii) be deemed to be a Holder hereunder.

 

ARTICLE 8
INDEMNIFICATION

 

Section 8.1                                   Indemnification by the Corporation.

 

Subject to the other provisions of this Article 8, in connection with a registration made pursuant to Article 2 or Article 3, the Corporation will, to the full extent permitted by applicable Law, indemnify and hold harmless each Selling Holder, any Person who is or might be deemed to be a controlling Person of the Corporation or any of its Subsidiaries within the meaning of Canadian Securities Laws, the Securities Act or the Exchange Act, their respective direct and indirect partners, advisory board members, directors, officers, trustees, members and shareholders, and each other Person, if any, who controls any such Selling Holder or any such holder within the meaning of Canadian Securities Laws, the Securities Act or the Exchange Act (each such Person being a “Covered Person”) against any losses (excluding loss of profits), claims, penalties, judgments, suits, costs, damages, expenses or liabilities, joint or several (including reasonable costs of investigation and legal expenses and any indemnity and contribution payments made to underwriters) (each, a “Loss” and, collectively, “Losses”), to which such Covered Person may become subject under Canadian Securities Laws, the Securities Act, the Exchange Act, state securities laws or any other securities or other Law of any jurisdiction, the common law or otherwise, insofar as such Losses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained or

 

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incorporated by reference in (a) any Canadian Preliminary Prospectus, Canadian Prospectus or any amendment or supplement thereto or any document incorporated by reference therein, or any other such disclosure document or other document or report, or (b) any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary or final Prospectus, or any related summary Prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, (ii) any omission or alleged omission to state a material fact required to be stated or necessary to make the statements not misleading in light of the circumstances in which they were made in (a) any Canadian Preliminary Prospectus, Canadian Prospectus or any amendment or supplement thereto or any document incorporated by reference therein, or any other such disclosure document or other document or report, or (b) any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary or final Prospectus, or any related summary Prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report; or (iii) any violation or alleged violation by the Corporation of any Law applicable to the Corporation and relating to action or inaction in connection with any such registration, disclosure document or other document or report, and the Corporation will reimburse such Covered Person for any legal or any other expenses reasonably incurred by such Covered Person in connection with investigating, responding to or defending any such actual or alleged Loss or action; provided, however, that the Corporation will not be liable to any Covered Person in any such case (x) to the extent that any such Loss arises out of or is based upon any untrue or alleged untrue statement or omission or alleged omission made in such (i) Canadian Preliminary Prospectus or Canadian Prospectus, or any amendment or supplement thereto, incorporated document or other such disclosure document or other document or report, or (ii) Registration Statement, preliminary, final or summary Prospectus, or any amendment or supplement thereto, incorporated document or other such disclosure document or other document or report, in each case in reliance upon and in conformity with information furnished to the Corporation, in writing, by or on behalf of such Covered Person specifically for use in the preparation thereof or (y) in the case of a sale directly by a Selling Holder (including without limitation a sale of such Registrable Securities through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or omission was contained in a preliminary prospectus and corrected in a final, supplemented or amended prospectus, and such Selling Holder failed to deliver a copy of the final, supplemented or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by Canadian Securities Laws or the Securities Act or, as applicable, after the Corporation had furnished such Selling Holder with a sufficient number of copies of the same.  The indemnities of the Corporation contained in this Section 8.1 shall remain in full force and effect regardless of any investigation made by or on behalf of such Covered Person and shall survive any transfer of securities.  Any amounts advanced by the Corporation to an Indemnified Party pursuant to this Section 8.1 as a result of such Losses will be returned to the Corporation if it is finally determined by such a court in a judgment not subject to appeal or final review that such Indemnified Party was not entitled to indemnification by the Corporation.

 

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Section 8.2                                   Indemnification by the Selling Holders.

 

In connection with a registration made pursuant to Article 2 or Article 3, each Selling Holder will, to the full extent permitted by applicable Law, indemnify and hold harmless the Corporation, each of its directors and officers and each Person (other than such Selling Holder), if any, who controls the Corporation within the meaning of Canadian Securities Laws, the Securities Act or the Exchange Act, each other Selling Holder, against any Losses (excluding loss of profits) to which the Corporation, such directors and officers, such controlling Person or such other Selling Holder, may become subject under Canadian Securities Laws, the Securities Act, Exchange Act state securities laws or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement of a material fact contained in (a) any Canadian Preliminary Prospectus, Canadian Prospectus or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document or other document or report, or (b) any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary or final Prospectus, or any related summary Prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including without limitation reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, or (ii) the omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, in each case, to the extent, but only to the extent that such statement or omission described in the foregoing clauses (i) or (ii) was made in reliance upon information contained in information furnished in writing to the Corporation by or on behalf of such Selling Holder, specifically for use in such (x) Canadian Preliminary Prospectus or Canadian Prospectus, or amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document or other document or report, or (y) Registration Statement, preliminary, final or summary Prospectus, or any amendment or supplement thereto, incorporated document or other such disclosure document or other document; provided, however, that in no event will the obligations of such Selling Holder hereunder exceed an amount equal to the net proceeds to such Selling Holder (after deducting all underwriter’s discounts and commissions and all other expenses paid by such Holder in connection with the registration in question) from the disposition of Registrable Securities pursuant to such registration.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Corporation or any such director, officer or controlling Person and shall survive any transfer of securities.  Any amounts advanced by the Selling Holders to an Indemnified Party pursuant to this Section 8.2 as a result of such losses will be returned to the Selling Holders if it is finally determined by such a court in a judgment not subject to appeal or final review that such Indemnified Party was not entitled to indemnification by the Selling Holders.

 

Section 8.3                                   Notification of Claims, etc.

 

Promptly after receipt by a Party entitled to indemnification under this Article 8 (an “Indemnified Party”) of notice of the commencement of any action or proceeding involving a claim of the type referred to in the foregoing provisions of this Article 8, such Indemnified Party will, if a claim in respect thereof is to be made against any Indemnifying Party, give written notice to each such party which may be required to provide indemnification (an “Indemnifying Party”) of the commencement of such action; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of its obligations under this Article 8, except to the extent that such Indemnifying Party is materially prejudiced by such failure.  In case

 

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any such action is brought against an Indemnified Party, each Indemnifying Party will be entitled to participate in and to assume the defense thereof, jointly with any other Indemnifying Party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and (subject to the following sentence) after notice from an Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, such Indemnifying Party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof.  The Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party will pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential conflict of interests between the Indemnified Party and any other party represented by such counsel in such proceeding; provided, further, that in no event will the Indemnifying Party be required to pay the expenses of more than one law firm as counsel for all Indemnified Parties pursuant to this sentence.  If, within 30 days after receipt of the notice, such Indemnifying Party has not elected to assume the defense of the action, such Indemnifying Party will be responsible for any legal or other expenses reasonably incurred by such Indemnified Party in connection with the defense of the action, suit, investigation, inquiry or proceeding.  If an Indemnifying Party assumes the defense, the Indemnifying Party shall not have the right to settle such action without the consent of the Indemnified Party, unless the entry of a judgment or settlement contains an unconditional release of the Indemnified Party in respect of all liability in respect of such claims or litigation.  An Indemnified Party may, in the defense of any such claim or litigation, consent to the entry of a judgment or enter into a settlement without the consent of the Indemnifying Party only if such judgment or settlement contains a general release of the Indemnifying Party in respect of such claims or litigation and does not involve injunctive or similar remedy likely to establish a custom or practice adverse to the continuing business interests of the Indemnifying Party.

 

Section 8.4                                   Contribution.

 

If the indemnification provided for in Section 8.1 or Section 8.2 is unavailable to a party that would have been an Indemnified Party under any such Section in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each party that would have been an Indemnifying Party thereunder will, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such Losses (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of such Indemnifying Party on the one hand and such Indemnified Party on the other in connection with the statements or omissions which resulted in such Losses (or actions or proceedings in respect thereof).  The relative fault will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnifying Party or such Indemnified Party and the Parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Parties agree that it would not be just and equitable if contribution pursuant to this Section 8.4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the preceding sentence.  The amount paid or payable by a contributing party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to in this Section 8.4 will include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action

 

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or claim.  Notwithstanding the foregoing, no Person guilty of (i) misrepresentation (as defined in Canadian Securities Laws), or (ii) fraudulent misrepresentation (as defined in the Securities Act), will be entitled to contribution from any Person who was not guilty of such misrepresentation or fraudulent misrepresentation, as the case may be.

 

ARTICLE 9
REPORTING

 

Section 9.1                                   Rule 144 Reporting.

 

With a view to making available the benefits of certain rules and regulations of the SEC that may at any time permit the sale of the Registrable Securities to the public without registration, the Corporation agrees, at its expense, to use all commercially reasonable efforts to:

 

(1)                                 at all times make and keep public information available, as those terms are understood and defined in Rule 144 under the 1933 Act;

 

(2)                                 file with the SEC in a timely manner all reports and other documents required of the Corporation under the Exchange Act; and

 

(3)                                 so long as any Holder owns any Registrable Securities, furnish to the Holders forthwith upon request a written statement by the Corporation as to its compliance with the reporting requirements of the Exchange Act.

 

Section 9.2                                   Canadian Securities Law Requirements.

 

With a view to making available the benefits of certain rules and regulations of any Canadian Securities Laws that may at any time permit the sale of the Registrable Securities to the public without the filing of a Canadian Prospectus, once a public market exists for the Shares, the Corporation agrees to use all commercially reasonable efforts to:

 

(1)                                 at all times make and keep public information available, as those terms are understood under the Canadian Securities Laws;

 

(2)                                 file with the appropriate Canadian Securities Authority authorities in a timely manner all reports and other documents required of the Corporation under Canadian Securities Laws; and

 

(3)                                 so long as any Holder owns any Registrable Securities, furnish to the Holders forthwith upon request a written statement by the Corporation stating that the Corporation is a reporting issuer and is not in default of any requirement of Canadian Securities Laws.

 

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ARTICLE 10
MISCELLANEOUS

 

Section 10.1                            Term.

 

This Agreement will be effective as of the Effective Date and shall terminate with respect to any individual Holder (i) on the date when such Holder cease to beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) any Registrable Securities, or (ii) by written notice at any time by such Holder to the Company; provided that in the event of any termination pursuant to this clause (ii), any such Holder shall not sell any Shares during any delay of registration pursuant to Section 2.5 of this Agreement pending at the time of such termination.  Article 8 shall survive any termination.

 

Section 10.2                            Notices.

 

Any notice, direction, certificate, consent, determination or other communication given pursuant to this Agreement (each a “Notice”) must be in writing, sent by personal delivery, courier or email and addressed:

 

(a)                                 to TELUS at:

 

7th Floor, 510 West Georgia Street,

Vancouver, B.C.

Canada V6B 0M3

 

Attention:                                         Andrea Wood

Email:                                                            andrea.wood@telus.com

 

with a copy to:

 

Osler, Hoskin & Harcourt LLP

100 King Street West

1 First Canadian Place

Suite 6200, P.O. Box 50

Toronto ON  M5X 1B8

 

Attention:                                         Desmond Lee and James Brown

Email:                                                            dlee@osler.com and jbrown@osler.com

 

(b)                                 to Baring at:

 

c/o Baring Private Equity Asia Pte Limited

50 Collyer Quay

#11-03/04 OUE Bayfront

Singapore 049321

 

Attention:                                         Patrick Cordes

Email:                                                            patrickcordes@bpeasia.com

 

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