Exhibit 3.1
THE ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF CGI, DATED MARCH
8, 1984, WHICH WERE FILED WITH THE INSPECTOR GENERAL OF FINANCIAL INSTITUTIONS
OF THE GOVERNMENT OF QUEBEC, ARE WRITTEN IN FRENCH. THIS IS A SUMMARY UNOFFICIAL
ENGLISH TRANSLATION OF THESE ARTICLES OF AMENDMENT TO THE ARTICLES OF
INCORPORATION OF CGI. THIS TRANSLATION HAS NOT BEEN FILED WITH THE INSPECTOR
GENERAL OF FINANCIAL INSTITUTIONS OF THE GOVERNMENT OF QUEBEC AND HAS BEEN
TRANSLATED SOLELY FOR CONVENIENCE.
The legal district (jurisdiction) of Quebec where CGI has its principal place of
business is changed from Quebec to Montreal.
THE ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF CGI, DATED
OCTOBER 22, 1986, WHICH WERE FILED WITH THE INSPECTOR GENERAL OF FINANCIAL
INSTITUTIONS OF THE GOVERNMENT OF QUEBEC, ARE WRITTEN IN FRENCH. THIS IS A
SUMMARY UNOFFICIAL ENGLISH TRANSLATION OF THESE ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF CGI. THIS TRANSLATION HAS NOT BEEN FILED WITH THE
INSPECTOR GENERAL OF FINANCIAL INSTITUTIONS OF THE GOVERNMENT OF QUEBEC AND HAS
BEEN TRANSLATED SOLELY FOR CONVENIENCE.
CGI shall have no less than 3 and no more than 20 directors.
THE ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF CGI, DATED
NOVEMBER 25, 1986, WHICH WERE FILED WITH THE INSPECTOR GENERAL OF FINANCIAL
INSTITUTIONS OF THE GOVERNMENT OF QUEBEC, ARE WRITTEN IN FRENCH. THIS IS A
SUMMARY UNOFFICIAL ENGLISH TRANSLATION OF THESE ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF CGI. THIS TRANSLATION HAS NOT BEEN FILED WITH THE
INSPECTOR GENERAL OF FINANCIAL INSTITUTIONS OF THE GOVERNMENT OF QUEBEC AND HAS
BEEN TRANSLATED SOLELY FOR CONVENIENCE.
SCHEDULE A
Paragraph 3 of the articles is replaced with the following:
An unlimited number of First Preferred Shares, issuable in series, an
unlimited number of Second Preferred Shares,issuable in series, an unlimited
number of Class A Subordinate Shares and an unlimited number of Class B
Shares (multiple voting), all without par value.
SCHEDULE I
THE CGI GROUP INC.
The First Preferred Shares, the Second Preferred Shares, the Class A
Subordinate Shares and the Class B Shares (multiple voting) shall respectively
carry and be subject to the following rights, privileges, restrictions and
conditions:
1. FIRST PREFERRED SHARES
The First Preferred Shares, as a class, shall carry and be subject to the
following rights, privileges, restrictions and conditions:
1.1 ISSUE IN SERIES
The First Preferred Shares may be issued in series and the Board of
Directors of the Company shall have the right, at any time, to fix
the number of, and to determine the designation and the rights,
privileges, restrictions and conditions attaching to the First
Preferred Shares of each series, subject to the limitations, if any,
set out in the Articles of the Company.
1.2 DIVIDENDS
The holders of any series of the First Preferred Shares shall be
entitled to receive, in priority over the holders of Second
Preferred Shares, of Class A Subordinate Shares, of Class B Shares
(multiple voting) and of shares of any other class of the Company
ranking junior to the First Preferred Shares, as and when declared
by the Board of Directors of the Company, dividends in the amounts
specified or determinable in accordance with the rights, privileges,
restrictions and conditions attaching to the series of which such
First Preferred Shares form part.
1.3 LIQUIDATION OR DISSOLUTION
Upon liquidation or dissolution of the Company or any other
distribution of its assets among its shareholders for the purpose of
winding up its affairs, before any amount can be paid or any assets
distributed to the holders of Second Preferred Shares, of Class A
Subordinate Shares, of Class B Shares (multiple voting) or of shares
of any other class of the Company ranking junior to the First
Preferred Shares, the holders of the First Preferred Shares shall be
entitled to receive, with respect to the Shares of each series of
First Preferred Shares, all amounts which are, under the Articles of
the Company, payable thereon in respect of return of capital,
premium and dividends remaining unpaid, including all cumulative
dividends, whether or not declared. After payment to the holders of
the First Preferred Shares of the amounts which are payable to them
under the Articles of the Company, such holders shall no longer be
entitled to share in any further distribution of the assets of the
Company.
1.4 VOTING RIGHTS
Subject to the provisions of the Companies Act and of the Articles
of the Company, the holders of the First Preferred Shares shall not
be entitled as such (except as expressly provided for herein) to
receive any notice of nor to attend any meeting of shareholders of
the Company and shall not be entitled to vote at any such meeting;
however, at any meeting of shareholders at which, notwithstanding
the foregoing, the holders of the First Preferred Shares are
required or entitled by law to vote, each holder of First Preferred
Shares shall be entitled to one (1) vote for each share held.
1.5 SHAREHOLDERS' MEETINGS
Any meeting of shareholders at which the holders of First Preferred
Shares are required or entitled by law to vote shall, unless the
Articles of the Company otherwise require, be called and conducted
in accordance with the By-laws of the Company. If a quorum is not
present at any such meeting within the half-hour after the time
scheduled for the meeting, the meeting shall be adjourned to such
date being not less than 15 days later and to such time and place as
may be determined by the chairman of the meeting and a notice of not
less than 10 days shall be given of such adjourned meeting, but it
shall not be necessary in such notice to specify the purpose for
which the meeting was originally called. At such adjourned meeting,
the holders of First Preferred Shares present or represented by
proxy may transact the business for which the meeting was originally
called.
1.6 AMENDMENTS
The Company may, from time to time, adopt a by-law authorizing
Articles of Amendment to alter or modify the terms attaching to said
First Preferred Shares; but no Articles of Amendment for such
purpose shall be filed with the Inspector General of Financial
Institutions until such by-law shall have been approved, in addition
to the approval by holders of the other classes of shares required
by the provisions of the Companies Act, by at least two-thirds of
the votes cast at a special general meeting of the holders of the
then outstanding First Preferred Shares duly called for the purpose
of considering such by-law.
2. SECOND PREFERRED SHARES
The Second Preferred Shares, as a class, shall carry and be subject
to the following rights, privileges, restrictions and conditions:
2.1 RANK
The Second Preferred Shares shall be subject and subordinate to the
rights, privileges, restrictions and conditions attaching to the
First Preferred Shares.
2.2 ISSUE IN SERIES
The Second Preferred Shares may be issued in series and the Board of
Directors of the Company shall have the right, at any time, to fix
the number of, and to determine the designation and the rights,
privileges, restrictions and conditions attaching to the Second
Preferred Shares of each series, subject to the limitations, if any,
set out in the Articles of the Company.
2.3 DIVIDENDS
The holders of any series of the Second Preferred Shares shall be
entitled to receive, in priority over the holders of Class A
Subordinate Shares, of Class B Shares (multiple voting) and of
shares of any other class of the Company ranking junior to the
Second Preferred Shares, as and when declared by the Board of
Directors of the Company, dividends in the amounts specified or
determinable in accordance with the rights, privileges, restrictions
and conditions attaching to the series of which such Second
Preferred Shares form part.
2.4 LIQUIDATION OR DISSOLUTION
Upon liquidation or dissolution of the Company or any other
distribution of its assets among its shareholders for the purpose of
winding up its affairs, before any amount can be paid or any assets
distributed to the holders of Class A Subordinate Shares, of Class B
Shares (multiple voting) or of shares of any other class of the
Company ranking junior to the Second Preferred Shares, the holders
of the Second Preferred Shares shall be entitled to receive, with
respect to the Shares of each series of Second Preferred Shares, all
amounts which are, under the Articles of the Company, payable
thereon in respect of return of capital, premium and dividends
remaining unpaid, including all cumulative dividends, whether or not
declared. After payment to the holders of the Second Preferred
Shares of the amounts which are payable to them under the Articles
of the Company, such holders shall no longer be entitled to share in
any further distribution of the assets of the Company.
2.5 VOTING RIGHTS
Subject to the provisions of the Companies Act and of the Articles
of the Company, the holders of the Second Preferred Shares shall not
be entitled as such (except as expressly provided for herein) to
receive any notice of nor to attend any meeting of shareholders of
the Company and shall not be entitled to vote at any such meeting;
however, at any meeting of shareholders at which, notwithstanding
the foregoing, the holders of the Second Preferred Shares are
required by law to vote, each holder of Second Preferred Shares
shall be entitled to one (1) vote for each share held.
2.6 SHAREHOLDERS' MEETINGS
Any meeting of shareholders at which the holders of Second Preferred
Shares are required or entitled by law to vote shall, unless the
Articles of the Company otherwise require, be called and conducted
in accordance with the By-laws of the Company. If a quorum is not
present at any such meeting within the half-hour after the time
scheduled for the meeting, the meeting shall be adjourned to such
date being not less than 15 days later and to such time and place as
may be determined by the chairman of the meeting and a notice of at
least 10 days shall be given of such adjourned meeting, but it shall
not be necessary in such notice to specify the purpose for which the
meeting was originally called. At such adjourned meeting, the
holders of Second Preferred Shares present or represented by proxy
may transact the business for which the meeting was originally
called.
2.7 AMENDMENTS
The Company may, from time to time, adopt a by-law authorizing
Articles of Amendment to alter or modify the terms attaching to said
Second Preferred Shares; but
no Articles of Amendment for such purpose shall be filed with the
Inspector General of Financial Institutions until such by-law shall
have been approved, in addition to the approval by holders of the
other classes of shares required by the provisions of the Companies
Act, by at least two-thirds of the votes cast at a special general
meeting of the holders of the then outstanding Second Preferred
Shares duly called for the purpose of considering such by-law.
3. CLASS A SUBORDINATE SHARES AND CLASS B SHARES (MULTIPLE VOTING)
The Class A Subordinate Shares and the Class B Shares (multiple voting)
shall carry and be subject to the following rights, privileges, restrictions and
conditions:
3.1 DIVIDENDS
The Class A Subordinate Shares and the Class B Shares (multiple
voting) shall participate equally, share for share, in any dividend
which may be declared, paid or set aside for payment in the course
of any fiscal year of the Company in respect of such Shares.
3.2 SUBDIVISION OR CONSOLIDATION
No subdivision or consolidation of the Class A Subordinate Shares or
the Class B Shares (multiple voting) shall occur unless,
simultaneously, the Class B Shares (multiple voting) or the Class A
Subordinate Shares, as the case may be, are subdivided or
consolidated in the same manner, and in such event, the rights,
privileges, restrictions and conditions then attaching to the Class
A Subordinate Shares and the Class B Shares (multiple voting) shall
also attach to the Class A Subordinate Shares and the Class B Shares
(multiple voting) as subdivided or consolidated.
3.3 LIQUIDATION
In the event of liquidation or dissolution of the Company or of any
distribution of its assets among its shareholders for the purpose of
winding up its affairs, all the assets of the Company available for
payment or distribution to holders of Class A Subordinate Shares and
Class B Shares (multiple voting) shall be paid or distributed
equally, share for share, to holders of Class A Subordinate Shares
and holders of Class B Shares (multiple voting).
3.4 CONVERSION
3.4.1 Unless the context otherwise requires, for the purposes of
this section 3.4,
3.4.1.1
"Date of Offer" with respect to any Offer, means
the date on which an Offer is made.
3.4.1.2 "Exempt Offer" means:
3.4.1.2.1 an Offer made to all holders of
Class B Shares (multiple voting)
and which is made at the same time,
at the same price and on the same
conditions to all holders of Class
A Subordinate Shares whose last
address in the Company's
shareholder register is in Canada;
or
3.4.1.2.2 an Offer made by an offeror who is
exempted from the obligations
contained in title IV of the
Securities Act (Quebec), as currently
enacted or as it may be amended or
reenacted thereafter.
3.4.1.3 "Majority Holder" means, at any given date, one or
several of the Senior Executives and full-time
employees of the Company or its Subsidiaries if, at
such date, they are, as a group, owners, directly or
indirectly, in any manner whatsoever (including,
without limiting the generality of the foregoing,
through corporations or trusts or otherwise) of a
number of outstanding shares of any class of the
Company which entitles them, at such date, to more
than 50% of the voting rights attaching to the
outstanding shares of all classes of the Company
carrying voting rights at such date.
Any document or certificate that must be executed by
the Majority Holder, for purposes of this section 3.4,
shall be sufficiently executed if it is signed by one
or several holders holding, at the date of execution
of such document or certificate, at least a majority
of the shares then held by the Majority Holder.
3.4.1.4 "Offer" means a take-over bid, a take-over bid by way
of an exchange of securities or an issuer bid (as
defined in the Securities Act (Quebec), as currently
enacted or as it may be amended or reenacted
thereafter) in order to purchase Class B Shares
(multiple voting); provided, however, that an Offer
does not include an Exempt Offer.
3.4.1.5 "Senior Executive" means any person who is a Senior
Executive of the Company within the meaning of the
Securities Act (Quebec), as currently enacted or as it
may be amended or reenacted thereafter.
3.4.1.6 "Subsidiary" has the meaning set forth in the
Securities Act (Quebec), as currently enacted or as it
may be amended or reenacted thereafter.
3.4.1.7 "Transfer Agent" means the transfer agent for the
Class A Subordinate Shares then acting as such.
3.4.2 Subject to the following terms of this section 3.4, if an
Offer is made, each Class A Subordinate Share shall become
convertible, as of the Date of Offer, at the holders'
discretion, into one Class B Share (multiple voting), but
solely for the purpose of allowing the holder to accept the
Offer.
3.4.3 The conversion privilege of the Class A Subordinate Shares set
forth in 3.4.2 may be exercised by written notice forwarded to
the Company at its head office or to the Transfer Agent for
the Class A Subordinate Shares at any office of the Transfer
Agent at which the transfer of Class A Subordinate Shares may
be made and such notice shall be accompanied by the
certificate or certificates representing the Class A
Subordinate Shares that the holder wishes to convert
into Class B Shares (multiple voting); such notice shall be
signed by the holder or his representative and shall specify
the number of Class A Subordinate Shares that the holder
wishes to convert into Class B Shares (multiple voting); if a
part only of the Class A Subordinate Shares represented by the
certificate or certificates which accompany the notice is to
be converted, the holder shall be entitled to receive, at the
Company's expense, a new certificate representing the Class A
Subordinate Shares represented by the certificate or
certificates forwarded as aforesaid and which are not to be
converted.
3.4.4 The giving by a holder of Class A Subordinate Shares of the
notice of conversion provided for in 3.4.3 shall constitute
the Transfer Agent as the attorney of such holder for the
purposes of the Offer and for the purposes of taking any
action to perfect the acceptance of the Offer on behalf of
such holder, subject to 3.4.12. Proper execution and delivery
to the Transfer Agent by a holder of Class A Subordinate
Shares of any acceptance form provided with the Offer,
accompanied by the certificate or certificates representing
such shares, shall be considered as delivery by such holder to
the Transfer Agent of the notice of conversion.
3.4.5 On any conversion of Class A Subordinate Shares by a holder
pursuant to 3.4.2, the Company shall cause the Transfer Agent
to issue, in the name of the Transfer Agent, a certificate
representing the Class B Shares (multiple voting) resulting
from this conversion.
3.4.6 The right of a holder of Class A Subordinate Shares to convert
his Shares into Class B Shares (multiple voting) under 3.4.2
shall be deemed to have been exercised, and the holder of the
Class A Subordinate Shares to be converted shall be deemed to
have become a holder of Class B Shares (multiple voting) for
the purposes of the Offer, as of the date or dates of delivery
of the certificate or certificates representing the Class A
Subordinate Shares to be converted, accompanied by the written
notice mentioned in 3.4.3, notwithstanding any delay in the
issuance of the certificate or certificates representing the
Class B Shares (multiple voting) into which such Class A
Subordinate Shares have been converted for the purposes of the
Offer, the whole subject to the other provisions of this
section 3.4.
3.4.7 Following the issuance of a certificate for the Class B Shares
(multiple voting) in the name of the Transfer Agent as
attorney for any holder, as provided for in 3.4.5, the
Transfer Agent shall take, at his discretion, or, if
applicable, according to the written instructions of such
holder, the necessary actions in order to perfect the
acceptance of the Offer in the name of such holder, including
the depositing of such certificate and any other required
document with the depositary pursuant to the Offer. In that
respect, the Transfer Agent may, at his discretion, inscribe
on such certificate or include with such certificate a written
notice to the effect that the Class B Shares (multiple voting)
represented by such certificate are subject to certain
restrictions and conditions, namely those set forth in the
following 3.4.8, 3.4.9 and 3.4.10.
3.4.8 Notwithstanding the foregoing provisions of 3.4.2 to 3.4.7,
if, prior to the date of termination of any Offer, the
Transfer Agent receives from the Majority Holder at such date
a written notice to the effect that such Majority Holder has
not accepted and will not accept the Offer,
a) the conversion privilege set forth in 3.4.2 shall be
deemed never to have arisen;
b) the Transfer Agent shall cease forthwith to be attorney
for the holders of Class A Subordinate Shares for the
purposes of accepting the Offer;
c) the Class A Subordinate Shares converted into Class B
Shares (multiple voting) on or prior to such date shall
be deemed never to have been converted and to have
always remained Class A Subordinate Shares, including
those shares which the offeror will have taken up and
paid for pursuant to the Offer;
d) the Transfer Agent shall make the necessary arrangements
so that each holder of Class A Subordinate Shares deemed
never to have been converted receives one or several
certificates representing such Class A Subordinate
Shares and shall make the necessary entries in the
Company's shareholder register to give effect to the
foregoing.
3.4.9 With respect to any Offer, if the offeror, for any reason,
does not take up the shares targeted by the Offer and does not
pay the price for such shares, or if the offeror takes up only
a reduced number of shares tendered in acceptance of the Offer
and pays only for this reduced number, then, notwithstanding
the provisions of 3.4.2 to 3.4.7,
a) the Class A Subordinate Shares which had been converted
into Class B Shares (multiple voting) for the purposes
of the Offer and which are not taken up and paid for
shall be deemed never to have been converted into Class
B Shares (multiple voting) and to have always remained
Class A Subordinate Shares; and
b) the Transfer Agent shall make the necessary arrangements
so that each holder of Class A Subordinate Shares deemed
never to have been converted receives one or several
certificates representing such Class A Subordinate
Shares and shall make the necessary entries in the
Company's shareholder register to give effect to the
foregoing.
3.4.10 With respect to any Offer, the Class B Shares (multiple
voting) resulting from the conversion of Class A Subordinate
Shares for the purposes of accepting the Offer shall entitle
their holders to one vote per share, notwithstanding the
provisions of 3.5, and shall be deemed to be Class A
Subordinate Shares, notwithstanding conversion, as to the
rights of their holders to receive any dividend paid on the
shares of the Company, until the date on which the offeror
shall have taken up and paid for the shares at the price
stipulated in the Offer or, if applicable, beyond that date
in the case of Class A Subordinate Shares taken up and paid
for, subject, however, to the provisions of 3.4.8.
3.4.11 Any payment of the price of shares, received from an offeror
by the Transfer Agent as attorney for the holders of Class A
Subordinate Shares, shall be paid by the Transfer Agent to
each of such holders in proportion to the number of Class A
Subordinate Shares which the holder held immediately prior to
conversion and which are thus paid for.
3.4.12 A holder of Class A Subordinate Shares shall have the right
to give to the Transfer Agent, acting as his attorney, any
written instruction with respect to the exercise of any right
of such holder under the Offer, including the right to
withdraw the securities tendered in acceptance of the Offer,
if applicable, and the right to accept or refuse any
subsequent Offer made after an initial Offer has been made.
3.4.13 All expenses incurred by the Transfer Agent in the
application of the foregoing provisions shall be borne by the
Company.
3.4.14 As soon as possible following the date of the Offer, the
Transfer Agent shall give written notice to the holders of
Class A Subordinate Shares stating substantially the
provisions set forth in 3.4.1 to 3.4.13, such notice being
accompanied by any other document or form that the Company or
the Transfer Agent, at its or his discretion, shall deem
useful or necessary in order to allow the holders of Class A
Subordinate Shares to exercise their rights under these
provisions.
3.4.15 The Class A Subordinate Shares converted into Class B Shares
(multiple voting), except for those deemed never to have been
converted under 3.4.8, 3.4.9 and 3.4.10, shall become issued
Class B Shares (multiple voting).
3.4.16 Each Class B Share (multiple voting) issued and outstanding
may, at any time, at the holder's discretion, be converted
into one Class A Subordinate Share.
3.4.17 The conversion privilege of the Class B Shares (multiple
voting) set forth in 3.4.16 may be exercised by written
notice forwarded to the Company at its head office or to the
Transfer Agent for the Class B Shares (multiple voting) at
any office of the Transfer Agent at which the transfer of
Class B Shares (multiple voting) may be made and such notice
shall be accompanied by the certificate or certificates
representing the Class B Shares (multiple voting) that the
holder wishes to convert into Class A Subordinate Shares;
such notice shall be signed by the holder or his
representative and shall specify the number of Class B Shares
(multiple voting) that the holder wishes to convert into
Class A Subordinate Shares; if a part only of the Class B
Shares (multiple voting) represented by the certificate or
certificates which accompany the notice is to be converted,
the holder shall be entitled to receive, at the Company's
expense, a new certificate representing the Class B Shares
(multiple voting) represented by the certificate or
certificates forwarded as aforesaid which are not to be
converted.
3.4.18 Upon any conversion of Class B Shares (multiple voting) under
3.4.16, the certificate or certificates representing the
Class A Subordinate Shares resulting from the conversion
shall be issued in the name of the holder of the Class B
Shares (multiple voting) or to such other name which such
holders may specify in writing (either in the notice
mentioned in 3.4.17 or otherwise), provided that such holder
pay any transfer tax applicable.
3.4.19 The right of a holder of Class B Shares (multiple voting) to
convert his shares into Class A Subordinate Shares pursuant
to 3.4.16 shall be deemed to have been exercised, and the
holder of the Class B Shares (multiple voting) to be
converted (or any person or persons in whose name such holder
of Class B Shares (multiple voting) shall have given
instructions to issue one or more certificates
representing the Class A Subordinate Shares to be issued as
provided for under 3.4.18) shall be deemed to have become a
holder of Class A Subordinate Shares of the Company for any
purpose, upon the date or dates of delivery of the
certificate or certificates representing the Class B Shares
(multiple voting) to be converted, accompanied by the written
notice referred to in 3.4.17, notwithstanding any delay in
the delivery of the certificate or certificates representing
the Class A Subordinate Shares into which such Class B Shares
(multiple voting) have been converted.
3.4.20 The Class B Shares (multiple voting) converted into Class A
Subordinate Shares pursuant to 3.4.16 shall become issued
Class A Subordinate Shares.
3.4.21 Upon any conversion of Class B Shares (multiple voting) into
Class A Subordinate Shares pursuant to 3.4.16 and upon any
conversion of Class A Subordinate Shares into Class B Shares
(multiple voting) pursuant to 3.4.2 or 3.4.15, the number of
outstanding shares belonging to the class of shares
surrendered for conversion shall thereupon be reduced to the
extent of such shares surrendered for conversion, and the
number of outstanding shares belonging to the other class
shall thereupon be increased to the extent of the number of
shares issued at the time of conversion.
3.5 VOTE
The holders of Class A Subordinate Shares and the holders of Class B
Shares (multiple voting) shall be entitled to receive notice of,
attend and vote at any meeting of shareholders of the Company, other
than meetings at which only the holders of a particular class of
shares are entitled to vote; the Class A Subordinate Shares shall
carry one (1) vote per share and the Class B Shares (multiple
voting) shall carry ten (10) votes per share, subject to the
provisions of 3.4.10.
3.6 ISSUE OF CLASS B SHARES (MULTIPLE VOTING)
3.6.1 So long as Class B Shares (multiple voting) are outstanding,
the Company shall not, at any time, unless the holders shall
have given their consent by way of special resolution, issue
Class A Subordinate Shares unless, at the time of issue and in
the manner determined by the Board of Directors of the
Company, the Company shall offer to the holders of Class B
Shares (multiple voting) the right to acquire, pro rata to the
number of shares they hold (disregarding fractional shares,
but subject to 3.6.2) an aggregate number of Class B Shares
(multiple voting) such that, if the holders of Class B Shares
(multiple voting) decided to acquire all of the Class B Shares
(multiple voting) that they are entitled to acquire at the
time, the proportion of voting rights attaching to the Class B
Shares (multiple voting) issued and outstanding immediately
following such acquisition in relation to all the voting
rights attaching to all of the issued and outstanding shares
immediately following the issue of Class A Subordinate Shares
shall be the same immediately following the issue of Class A
Subordinate Shares as immediately prior to that issue. The
consideration payable for the issue of each Class B Share
(multiple voting) shall be equal to the amount that the
Company shall add to the issued and paid-up share capital
account for its Class A Subordinate Shares for each of the
Class A Subordinate Shares then issued by it.
3.6.2 The right to subscribe for Class B Shares (multiple voting)
referred to under 3.6.1 shall be assignable only between
holders of Class B Shares (multiple voting) at the time the
Offer is made pursuant to 3.6.1.
3.6.3 In the event of an issue of Class A Subordinate Shares
pursuant to the exercise of options or subscription rights
granted by the Company, the Company shall offer the right to
acquire Class B Shares (multiple voting) provided for in 3.6.1
at the expiry of the period provided for the exercise of such
options or rights and the consideration payable for the issue
of each Class B Share (multiple voting) shall then be equal to
the average amount added to the issued and paid-up share
capital account of the Class A Subordinate Shares with respect
to each Class A Subordinate Share issued pursuant to the
exercise of such options or rights.
3.6.4 The right to subscribe for Class B Shares (multiple voting)
shall not apply, however, in the case of the issue of Class A
Subordinate Shares:
3.6.4.1 as a stock dividend;
3.6.4.2 solely to the employees of the Company or its
subsidiaries; or
3.6.4.3 following the conversion of Class B Shares
(multiple voting) into Class A Subordinate Shares
pursuant to 3.4.16.
3.6.5 For the purposes of 3.6.1, the expression "special resolution"
shall mean a resolution passed by at least two-thirds (2/3) of
votes cast at a meeting of holders of Class B Shares (multiple
voting) duly held for that purpose. The procedures to follow
with respect to the giving of notice of any such meeting of
holders of Class B Shares (multiple voting), to the conduct of
that meeting and to the quorum shall be those prescribed by
the by-laws of the Company for meetings of such shareholders.
3.6.6 An issue of Class A Subordinate Shares shall be valid
notwithstanding any failure to comply with the provisions of
this section 3.6.
3.7 RANK
Except as otherwise provided in this section 3, each Class A
Subordinate Share and each Class B Share (multiple voting) shall
carry the same rights, shall rank equally in all respects and shall
be treated by the Company as if they constituted shares of a single
class.
3.8 AMENDMENTS
Any amendment to the Articles of the Company in order to amend or
repeal any one of the rights, privileges, restrictions or conditions
attaching to the Class A Subordinate Shares or the Class B Shares
(multiple voting), respectively, may be authorized by at least
two-thirds (2/3) of the votes cast at a meeting of holders of Class
A Subordinate Shares and of holders of Class B Shares (multiple
voting), duly held for that purpose; however, if the holders of
Class A Subordinate Shares as a class or the holders of Class B
Shares (multiple voting) as a class were to be affected in a manner
different from that of the other class of shares, such amendment
shall, in addition, be authorized by at least two-thirds (2/3) of
the votes cast at a meeting of holders of the class of shares which
is so
affected in a different manner, which meeting may be held
simultaneously with the above-mentioned meeting of holders of Class
A Subordinate Shares and holders of Class B Shares (multiple
voting). The procedure to be followed with respect to the giving of
notice of any meeting of holders of Class A Subordinate Shares and
of holders of Class B Shares (multiple voting), to the conduct of
that meeting and to the quorum shall be mutatis mutandis those
prescribed by the by-laws of the Company with respect to the
meetings of holders of Class A Subordinate Shares (limited voting
rights).
THE ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF CGI, DATED JANUARY
30, 1996, WHICH WERE FILED WITH THE INSPECTOR GENERAL OF FINANCIAL INSTITUTIONS
OF THE GOVERNMENT OF QUEBEC, ARE WRITTEN IN FRENCH. THIS IS A SUMMARY UNOFFICIAL
ENGLISH TRANSLATION OF THESE ARTICLES OF AMENDMENT TO THE ARTICLES OF
INCORPORATION OF CGI. THIS TRANSLATION HAS NOT BEEN FILED WITH THE INSPECTOR
GENERAL OF FINANCIAL INSTITUTIONS OF THE GOVERNMENT OF QUEBEC AND HAS BEEN
TRANSLATED SOLELY FOR CONVENIENCE.
SCHEDULE A
The provisions provided for in paragraph 1.4 of Schedule 1 of the articles
of amendment attached to the certificate of amendment of the Company dated
November 25, 1986 are hereby replaced with the following:
"The holders of First Preferred Shares are entitled to be conveyed to any
shareholders' meeting of the Company, to attend and to vote thereat except those
where only the holders of a particular class or series are entitled to vote,
each holder of First Preferred Shares being entitled to one (1) vote for each
share held."
THIS IS THE ENGLISH VERSION OF ANNEX A TO THE ARTICLES OF AMENDMENT OF CGI,
DATED JUNE 29, 1998, WHICH WAS FILED WITH THE INSPECTOR GENERAL OF FINANCIAL
INSTITUTIONS OF THE GOVERNMENT OF QUEBEC BOTH IN FRENCH AND ENGLISH. THIS
ENGLISH VERSION OF ANNEX A PROVIDES SUBSTANTIALLY ALL AMENDMENTS MADE TO THE
ARTICLES OF INCORPORATION OF CGI ON THAT DATE.
ANNEX A
The articles of the Company are hereby amended as follows:
i) to automatically convert the First Preferred Shares, Series 1 into Class A
Subordinate Shares on a one for one basis and to delete the unissued First
Preferred Shares, Series 1 from the authorized share capital of the
Company;
ii) to modify the pre-emptive right attached to the Class B Shares (multiple
voting) pursuant to Section 3.6 of Annex I to the Articles of Amendment of
the Company attached to the Certificate of Amendment dated November 25,
1986 by replacing Section 3.6 thereof with the text set out below:
[TRANSLATION]
"3.6 ISSUE OF CLASS B SHARES (MULTIPLE VOTING)
3.6.1 As long as Class B Shares (multiple voting) remain
outstanding, the Company shall not issue (i) Class A
Subordinate Shares or (ii) securities convertible or
exchangeable into Class A Subordinate Shares or giving the
right to acquire Class A Subordinate Shares (the "Convertible
Securities") without offering, in the manner determined by the
Board of Directors of the Company, to the holders of Class B
Shares (multiple voting), PRORATA to the number of Class B
Shares (multiple voting) they hold (disregarding fractions),
the right to subscribe concurrently with the issue of the
Class A Subordinate Shares or of the Convertible Securities:
3.6.1.1 in respect of the issuance of Class A
Subordinate Shares, an aggregate number of
Class B Shares (multiple voting), such that, if
the holders of Class B Shares (multiple voting)
decide to subscribe to all the Class B Shares
(multiple voting) to which they will be
entitled to subscribe, the percentage of voting
rights attached to the Class B Shares (multiple
voting) issued and outstanding immediately
after such subscription in proportion to all
the voting rights attached to all the voting
shares issued and outstanding immediately after
the issuance of the Class A Subordinate Shares
be the same immediately after the issuance of
the Class A Subordinate Shares as it was
immediately before such issuance. The
consideration to be paid for the issuance of
each Class B Share (multiple voting) shall be
equal to the issue price (without taking into
account any discount, if any) of each Class A
Subordinate Share then issued; and
3.6.1.2 in respect of the issuance of Convertible
Securities, securities (the "Offered
Securities") convertible or exchangeable into
an
aggregate number of Class B Shares (multiple
voting) or giving the right to acquire an
aggregate number of Class B Shares (multiple
voting) such that, if the holders of Class B
Shares (multiple voting) decide to subscribe to
all the Offered Securities to which they will
be entitled to subscribe, the percentage of
voting rights attached to all the Class B
Shares (multiple voting) underlying the Offered
Securities and the Class B Shares (multiple
voting) issued and outstanding immediately
after such subscription in proportion to all
the voting rights attached to all the Class B
Shares (multiple voting) underlying the Offered
Securities, the Class A Subordinate Shares
underlying the Convertible Securities and the
voting shares issued and outstanding
immediately after the issuance of the
Convertible Securities be the same immediately
after the issuance of the Convertible
Securities as it was immediately before such
issuance. The consideration to be paid for the
issuance of the Offered Securities shall be
such that the issue price of a Class B Share
(multiple voting) underlying an Offered
Security be the same as the issue price
(without taking into account any discount, if
any) of a Class A Subordinate Share underlying
a Convertible Security.
3.6.2 If, when applying 3.6.1, there are outstanding
securities convertible or exchangeable into Class A
Subordinate Shares or into Class B Shares (multiple
voting) or giving the right to acquire such shares, the
calculations under 3.6.1 shall be made on the assumption
of the full exercise of the conversion, exchange or
acquisition rights.
3.6.3 The rights to subscribe to Class B Shares (multiple
voting) or to Offered Securities as contemplated in
3.6.1 may only be assigned between the holders of Class
B Shares (multiple voting) at the time at which the
offer is made pursuant to 3.6.1.
3.6.4 The Offered Securities shall have the same attributes as
the Convertible Securities, except that:
3.6.4.1 the Offered Securities shall be convertible or
exchangeable into Class B Shares (multiple voting)
or shall give the right to acquire Class B Shares
(multiple voting), rather than Class A Subordinate
Shares; and
3.6.4.2 the conversion, exchange or acquisition rights
attached to the Offered Securities shall be
exercisable only at the time and to the extent of
the exercise of the conversion, exchange or
acquisition rights attached to the Convertible
Securities.
3.6.5 The rights to subscribe to Class B Shares (multiple
voting) or to Offered Securities as contemplated in
3.6.1 shall not apply in the event of the issuance of
Class A Subordinate Shares or Convertible Securities:
3.6.5.1 in payment of stock dividends;
3.6.5.2 to directors, officers or employees of the
Company or of its subsidiaries pursuant to
stock option or share purchase plans;
3.6.5.3 further to the conversion of Class B Shares
(multiple voting) into Class A Subordinate Shares
pursuant to the provisions of 3.4.16 of Annex I to
the Articles of Amendment of the Company attached
to the Certificate of Amendment dated November 25,
1986 issued to the Company; or
3.6.5.4 further to the exercise of the conversion,
exchange or acquisition rights attached to
Convertible Securities or Offered Securities.
3.6.6 The holders of Class B Shares (multiple voting) may
waive their rights to subscribe to Class B Shares
(multiple voting) or to Offered Securities as
contemplated in 3.6.1 by:
3.6.6.1 a written consent to that effect signed by the
holders of at least two-thirds of the Class B
Shares (multiple voting) issued and outstanding at
the time of the issuance of the Class A
Subordinate Shares or of the Convertible
Securities or prior thereto; or
3.6.6.2 by a resolution to that effect adopted by at least
two-thirds of the votes cast at a meeting of
holders of Class B Shares (multiple voting) duly
convened and held for that purpose.
3.6.7 The exercise of the rights contemplated in 3.6.1 and the
obligation of the Company to issue Class B Shares
(multiple voting) or Offered Securities contemplated in
3.6.1 are subject to compliance with all applicable
securities laws and all applicable rules of the
exchanges to which the Company is subject.
3.6.8 Any issuance of Class A Subordinate Shares or of
Convertible Securities shall be valid even if the
provisions of this 3.6 are not complied with.";
iii) to modify the definition of "porteur majoritaire" in Section 3.4 of Annex
I to the Articles of Amendment of the Company attached to the Certificate
of Amendment dated November 25, 1986, by replacing it with the text set
out below:
[TRANSLATION]
"3.4.1.7 "Majority Holder" means at any given date one or several
senior executives and full time employees of the Company or
its subsidiaries and any body corporate under the control
(within the meaning of the Securities Act (Quebec)) of one or
more of such senior executives if, at such date, they are, as
a group, owners, directly or indirectly, in any manner
whatsoever, of more than 50% of the outstanding Class B Shares
(multiple voting) of the Company.
Any document or certificate that must be executed by the
Majority Holder, for the purposes of this Section 3.4, shall
be sufficiently executed if signed by one or several holders
holding, at the date of execution of such document or
certificate, at least a majority of the Class B Shares
(multiple voting) then held by the Majority Holder.";
iv) to delete from the authorized share capital of the Company the First
Preferred Shares, Series 2, the First Preferred Shares, Series 3, the
First Preferred Shares, Series 4 and the First Preferred Shares, Series 5.
THIS IS THE ENGLISH VERSION OF ANNEX A TO THE ARTICLES OF AMENDMENT OF
CGI, DATED JUNE 30, 1998, WHICH WAS FILED WITH THE INSPECTOR GENERAL OF
FINANCIAL INSTITUTIONS OF THE GOVERNMENT OF QUEBEC BOTH IN FRENCH AND ENGLISH.
THIS ENGLISH VERSION OF ANNEX A PROVIDES SUBSTANTIALLY ALL AMENDMENTS MADE TO
THE ARTICLES OF INCORPORATION OF CGI ON THAT DATE.
ANNEX A
The articles of the Company are hereby amended to firstly, automatically convert
the Class B Shares (multiple voting) into Class A Subordinate Shares on a one
for one basis, secondly, delete the unissued Class B Shares (multiple voting)
from the authorized share capital of the Company, and thirdly, redesignate the
Class A Subordinate Shares as "Common Shares", in each case as of the Sunset
Date (as defined below).
DEFINITIONS:
"Equity Shares" means any shares of the share capital of the Company carrying
voting rights or carrying a residual right to participate in the earnings of the
Company or, on the liquidation or winding up of the Company, in the assets of
the Company;
"Majority Shareholders" means collectively Serge Godin, Andre Imbeau and Jean
Brassard;
"Options Agreement" means an options agreement and an amending agreement to
shareholders' agreement executed on May 26, 1998 among Serge Godin, Andre
Imbeau, Jean Brassard, Bell Canada, BCE Inc., the Company and 3439470 Canada
Inc., as amended by an amended and restated options agreement and shareholders'
agreement to be executed on July 1, 1998 among Serge Godin, Andre Imbeau, Jean
Brassard, Bell Canada, BCE Inc., the Company and 3439470 Canada Inc., and as may
be further amended;
"Deposit Agreement" means a deposit agreement among the Majority Shareholders,
BCE Inc., Trust General du Canada and the Company as contemplated in the Options
Agreement;
"Sunset Date" means the earlier of (i) January 5, 2004, (ii) the date of an
order issued by the arbitrators pursuant to subparagraphs (ii) or (iii) of
Subsection 13.3.7 of the Options Agreement and (iii) 90 calendar days after
written notification by BCE Inc., acting reasonably, to the Majority
Shareholders that any of them is in breach in any material respect of any of his
material obligations under the Options Agreement or under the Deposit Agreement,
to the extent such breach shall not have been cured or remedied by the Majority
Shareholders before the expiry of such 90 calendar day period and to the extent
the Majority Shareholders have not, within 30 calendar days of notification of
such breach, submitted the matter to arbitration pursuant to Article 13 of the
Options Agreement, provided that the Sunset Date shall be deemed to occur on the
date of any decision of the arbitrators terminating the arbitration process
because it is not being actively pursued by the Majority Shareholders; the whole
provided that, on such date, BCE Inc., Bell Canada and any of their wholly-owned
subsidiaries hold in the aggregate at least 30% of the outstanding Equity Shares
in the share capital of the Company.
THE ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF CGI, DATED
SEPTEMBER 9, 1998, WHICH WERE FILED WITH THE INSPECTOR GENERAL OF FINANCIAL
INSTITUTIONS OF THE GOVERNMENT OF QUEBEC, ARE WRITTEN IN FRENCH. THIS IS A
SUMMARY UNOFFICIAL ENGLISH TRANSLATION OF THESE ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF CGI. THIS TRANSLATION HAS NOT BEEN FILED WITH THE
INSPECTOR GENERAL OF FINANCIAL INSTITUTIONS OF THE GOVERNMENT OF QUEBEC AND HAS
BEEN TRANSLATED SOLELY FOR CONVENIENCE.
The name of CGI has been modified to read as follows: GROUPE CGI INC./CGI
GROUP INC.