Exhibit 99.2
Industry Canada Industrie Canada
Restated Certificate of Incorporation | Certificat de constitution à jour | |
Canada Business Corporations Act | Loi canadienne sur les sociétés par actions |
CENOVUS ENERGY INC. | 452862-0 | |
Name of corporation-Dénomination de la société | Corporation number-Numéro de la société | |
I hereby certify that the articles of incorporation of the above-named corporation were restated under section 180 of theCanada Business Corporations Actas set out in the attached restated articles of incorporation. | Je certifie que les statuts constitutifs de la société susmentionnée ont été mis à jour en vertu de l’article 180 de laLoi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les statuts mis à jour ci-joints. | |
By: /s/ Richard G. Shaw | November 30, 2009 / le 30 novembre 2009 | |
Richard G. Shaw Director — Directeur | Effective Date of Restatement - Date d’entrée en vigueur de la mise à jour |
Industry Canada Canada Business Corporations Act | Industrie Canada Loi canadienne sur les sociétés par actions | FORM 7 RESTATED ARTICLES OF INCORPORATION (SECTION 180) | FORMULE 7 STATUTS CONSTITUTIFS MIS À JOUR (ARTICLE 180) |
1 — Name of the Corporation — Dénomination sociale de la société | Corporation No. — N° de la société | |
CENOVUS ENERGY INC. | 452862-0 |
2 — The province or territory in Canada where the registered office is situated | La province ou le territoire au Canada où est situé le siége social | |
Alberta | ||
3 — The classes and any maximum number of shares that the corporation is authorized to issue | Catégories et tout nombre maximal d’actions que la société est autorisée à émettre | |
The attached Schedule of Share Capital is incorporated into and forms part of this form. | ||
4 — Restrictions, if any, on share transfers | Restrictions sur le transfert des actions, s’il y a lieu | |
None. | ||
5 — Number (or minimum and maximum number) of directors | Nombre (ou nombre minimal et maximal) d’administrateurs | |
Minimum 3; Maximum 17 | ||
6 — Restrictions, if any, on business the corporation may carry on | Limites imposées à I’activité commerciale de la société, s’il y a lieu | |
None. | ||
7 — Other provisions, if any | Autres dispositions, s’il y a lieu |
The actual number of directors, within the minimum and maximum number set out in Item 5 above, may be determined from time to time by resolution of the directors. The directors may appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual meeting of the shareholders, but the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual meeting of the shareholders.
These restated articles of incorporation correctly set out, without substantive change, the corresponding provisions of the articles of incorporation as amended and supersede the original articles of incorporation. | Cette mise à jour des statuts constitutifs démontre exactement, sans changement substantiel, les dispositions correspondantes des statuts constitutifs modifiés qui remplacent les statuts constitutifs originaux. |
Signature | Printed Name — Nom en letters moulées | 4 — Capacity of — En qualité de | 5 — Tel. No. — N°de tél | |||
/s/ Kerry D. Dyte | Kerry D. Dyte | Officer | (403)645-2000 | |||
FOR DEPARTMENTAL USE ONLY -À L’USAGE DU MINISTÈRE SEULEMENT
NOVEMBER 30, 2009
IC 3167 (2003/08)
SCHEDULE OF SHARE CAPITAL
CENOVUS ENERGY INC.
The Corporation is authorized to issue an unlimited number of Common Shares, an unlimited number of First Preferred Shares and an unlimited number of Second Preferred Shares.
1. | The rights, privileges, restrictions and conditions attaching to the Common Shares are as follows: |
(a) | Payment of Dividends:Subject to applicable law, the holders of the Common Shares will be entitled to receive dividends if, as and when declared by the board of directors of the Corporation (the “Board”), in such amounts and payable in such manner as the Board may from time to time determine. Subject to the rights of the holders of any other class of shares of the Corporation entitled to receive dividends in priority to or rateably with the holders of the Common Shares, the Board may in its sole discretion declare dividends on the Common Shares to the exclusion of any other class of shares of the Corporation. | ||
(b) | Participation upon Liquidation, Dissolution or Winding Up: In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Common Shares will, subject to the rights of the holders of any other class of shares of the Corporation entitled to receive the assets of the Corporation upon such a distribution in priority to or rateably with the holders of the Common Shares, be entitled to participate rateably in any distribution of the assets of the Corporation. | ||
(c) | Voting Rights:Subject to applicable law, the holders of the Common Shares will be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation and to one vote in respect of each Common Share held at all such meetings, except at separate meetings of or on separate votes by the holders of another class or series of shares of the Corporation. |
2. | The rights, privileges, restrictions and conditions attaching to the First Preferred Shares are as follows: |
(a) | Authority to Issue in One or More Series:The First Preferred Shares may, at any time and from time to time, be issued in one or more series. Subject to the following provisions, the Board may by resolution fix from time to time before the issue thereof the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series of First Preferred Shares. | ||
(b) | Voting Rights:Except as hereinafter referred to or as required by applicable law, the holders of First Preferred Shares as a class will not be entitled as such to receive notice of, to attend or to vote at any meeting of the shareholders of the |
Corporation. The holders of any particular series of First Preferred Shares will, if the Board so determines prior to the issuance of any such series, be entitled to such voting rights as may be determined by the Board if the Corporation fails to pay dividends on that series of First Preferred Shares for any period as may be so determined by the Board. | |||
(c) | Limitation on Issue:The Board may not issue any First Preferred Shares if by so doing the aggregate amount payable to holders of First Preferred Shares as a return of capital in the event of the liquidation, dissolution or winding up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs would exceed $500,000,000. | ||
(d) | Ranking of First Preferred Shares:The First Preferred Shares will be entitled to priority over the Second Preferred Shares and the Common Shares and over any other shares ranking junior to the First Preferred Shares with respect to the payment of dividends and the distribution of assets of the Corporation in the event of any liquidation, dissolution or winding up of the Corporation or other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs. | ||
(e) | Dividends Preferential:Except with the consent in writing of the holders of all the First Preferred Shares outstanding, no dividend shall be declared and paid, or set apart for payment, on the Second Preferred Shares or the Common Shares or on any other shares ranking junior to the First Preferred Shares unless and until all dividends, if any, up to and including any dividend payable for the last completed period for which such dividend is payable on each series of First Preferred Shares outstanding have been declared and paid or set apart for payment. |
3. | The rights, privileges, restrictions and conditions attaching to the Second Preferred Shares are as follows: |
(a) | Authority to Issue in One or More Series:The Second Preferred Shares may, at any time and from time to time, be issued in one or more series. Subject to the following provisions, the Board may by resolution fix from time to time before the issue thereof the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series of Second Preferred Shares. | ||
(b) | Voting Rights:Except as hereinafter referred to or as required by applicable law, the holders of Second Preferred Shares as a class will not be entitled as such to receive notice of, to attend or to vote at any meeting of the shareholders of the Corporation. The holders of any particular series of Second Preferred Shares will, if the Board so determines prior to the issuance of any such series, be entitled to such voting rights as may be determined by the Board if the Corporation fails to pay dividends on that series of Second Preferred Shares for any period as may be so determined by the Board. | ||
(c) | Limitation on Issue:The Board may not issue any Second Preferred Shares if by so doing the aggregate amount payable to holders of Second Preferred Shares as a return of capital in the event of the liquidation, dissolution or winding up of the |
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Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs would exceed $500,000,000. | |||
(d) | Ranking of Second Preferred Shares:The Second Preferred Shares will rank junior to the First Preferred Shares, but will be entitled to priority over the Common Shares and over any other shares ranking junior to the Second Preferred Shares with respect to the payment of dividends and the distribution of assets of the Corporation in the event of the liquidation, dissolution or winding up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up of its affairs. | ||
(e) | Dividends Preferential:Except with the consent in writing of the holders of all the Second Preferred Shares outstanding, no dividend can be declared and paid on or set apart for payment on the Common Shares or on any other shares ranking junior to the Second Preferred Shares unless and until all dividends, if any, up to and including any dividend payable for the last completed period for which such dividend is payable on each series of Second Preferred Shares outstanding have been declared and paid or set apart for payment. |
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