BUSINESS CORPORATIONS ACT
(Section 174)
RESTATED ARTICLES OF CONTINUANCE Form 6-01
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1. Name of Corporation: CERTICOM CORP.
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2. The classes and any maximum number of shares that the corporation is
authorized to issue:
One class of an unlimited number of shares designated as Common Shares
without par or nominal value and one class of an unlimited number of
shares designated as Preference Shares without par or nominal value,
issuable in series. The rights, privileges, restrictions and conditions
attaching to the shares are as set out in Schedule A attached hereto.
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3. Restrictions if any on share transfers: None
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4. Number (or minimum or maximum number) of directors:
Not less than 3 and not more than 11, with such number of directors
within such range to be determined by the directors of the Corporation.
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5. Restrictions if any on businesses the corporation may carry on: None
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6. Other provisions if any:
(1) The directors of the Corporation may, between annual general
meetings of the Corporation, appoint one or more additional
directors to serve until the next annual general meeting but
the number of additional directors shall not at any time
exceed one third of the number of directors who held office at
the expiration of the last annual general meeting, and in no
event shall the total number of directors exceed the maximum
number of directors fixed pursuant to paragraph 4 of these
Restated Articles of Continuance.
(2) Meetings of shareholders may be held at such place or places
as the directors in their absolute discretion may determine
from time to time.
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(3) The shareholders of the Corporation shall not be entitled to
cumulative voting on any class or series of shares issued by
the Corporation.
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THE FOREGOING RESTATED ARTICLES OF CONTINUANCE CORRECTLY SET
OUT WITHOUT SUBSTANTIVE CHANGE THE CORRESPONDING PROVISIONS OF
THE ARTICLES OF CONTINUANCE AS AMENDED AND SUPERSEDE THE
ORIGINAL ARTICLES OF CONTINUANCE .
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7. Date Signature Title
Vice-President,
Finance & Administration,
November 15, 1999 Bruce A. MacInnis Chief Financial Officer
and Secretary
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<PAGE>
SCHEDULE "A"
1. The rights, privileges, restrictions and conditions attaching to the
Common Shares are as follows:
(a) Dividends
The holders of the Common Shares, subject to the rights of the
holders of the Preference Shares, but in priority to all other
shares ranking junior to the Common Shares shall be entitled
to receive and the Corporation shall pay thereon, dividends as
and when declared by the Board of Directors of the Corporation
out of the assets of the Corporation properly applicable to
the payment of dividends.
(b) Voting Rights
The holders of the Common Shares shall be entitled to receive
notice of and to attend any meeting of the shareholders of the
Corporation and shall be entitled to one vote in respect to
each Common Share held at such meetings, except meetings at
which the holders of a particular class of shares other than
the Common Shares are entitled to vote separately as a class.
(c) Liquidation, Dissolution or Winding-up
In the event of the liquidation, dissolution or winding-up of
the Corporation or other distribution of property of the
Corporation among shareholders for the purposes of winding-up
its affairs, the holders of the Common Shares shall, subject
to the rights of the holders of the Preference Shares, be
entitled to receive the assets and property of the
Corporation.
2. The rights, privileges, restrictions and conditions attaching to the
Preference Shares are as follows:
(a) Each series of Preference Shares shall be without par value,
shall consist of such number of shares as shall before
issuance thereof be fixed by the directors who shall at the
same time determine the designation, rights, privileges,
restrictions and conditions attaching to the Preference Shares
of each such series including, without limiting the generality
of the foregoing, the rate of preferential dividends, whether
dividends shall be cumulative or non-cumulative, the dates of
payment thereof, whether the shares shall be redeemable and if
so the redemption price and the terms and conditions of
redemption, any voting rights, any conversion rights, any
sinking fund, purchase fund or other provisions attaching
thereto, and the amount payable on return of capital in the
event of the liquidation, dissolution or winding up of the
Corporation.
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(b) The Preference Shares of any series shall be entitled to such
preferences over the Common Shares and any other shares
ranking junior to the Preference Shares with respect to the
payment of dividends and all amounts payable on return of
capital in the event of the liquidation, dissolution or
winding up of the Corporation as may be determined by the
directors when authorizing the respective series.
(c) The holders of the Preference Shares shall not be entitled to
receive notice of or to attend or to vote at any meeting of
shareholders of the Corporation provided, however, that
notwithstanding the foregoing provisions of this paragraph:
(i) the holders of any series of the Preference Shares
shall be entitled to receive notice of and to vote at
meetings of shareholders of the Corporation to the
extent specifically provided in the rights and
privileges to be attached to such series, and
(ii) the holders of the Preference Shares or of any series
thereof shall be entitled to vote separately as a
class or as a series in respect of any matter for
which a separate vote is specifically provided in the
Business Corporations Act (Yukon) or any successor
statute thereto.
<PAGE>
BUSINESS CORPORATIONS ACT
(Section 190)
ARTICLES OF CONTINUANCE Form 3-01
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1. Name of Corporation: CERTICOM CORP.
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2. The classes and any maximum number of shares that the corporation is
authorized to issue:
One class of an unlimited number of shares designated as Common Shares
without par or nominal value and one class of an unlimited number of
shares designated as Preferred Shares without par or nominal value. The
rights, privileges, restrictions and conditions attaching to the shares
are as set out in Schedule A attached hereto.
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3. Restrictions if any on share transfers: None
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4. Number (or minimum or maximum number) of directors:
Not less than 3 and not more than 11, with such number of directors
within such range to be determined by the directors of the Corporation.
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5. Restrictions if any on businesses the corporation may carry on: None
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6. If change of name effected, previous name: Not applicable
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7. Details of incorporation:
The Corporation was incorporated in Ontario on March 20, 1985 under the
name Cryptech Systems Inc. The name of Cryptech Systems Inc. was
changed to Certicom Corp. on October 13, 1995.
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8. Other provisions if any:
(1) The directors of the Corporation may, between annual general
meetings of the Corporation, appoint one or more additional
directors to serve until the next annual general meeting but the
number of additional directors shall not at any time exceed one
third of the number of directors who held office at the expiration
of the last annual general meeting, and in no event shall the
total number of directors exceed the maximum number of directors
fixed pursuant to paragraph 4 of these Articles of Continuance.
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(2) Meetings of shareholders may be held at such place or places as
the directors in their absolute discretion may determine from time
to time.
(3) The shareholders of the Corporation shall not be entitled to
cumulative voting on any class or series of shares issued by the
Corporation.
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9. Date Signature Title
Vice-President,
Finance & Administration,
August 6, 1999 Bruce A. MacInnis Chief Financial Officer
and Secretary
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<PAGE>
SCHEDULE "A"
1. The rights, privileges, restrictions and conditions attaching to the
Common Shares are as follows:
(a) Dividends
The holders of the Common Shares, subject to the rights of the
holders of the Preferred Shares, but in priority to all other
shares ranking junior to the Common Shares shall be entitled to
receive and the Corporation shall pay thereon, dividends as and
when declared by the Board of Directors of the Corporation out of
the assets of the Corporation properly applicable to the payment
of dividends.
(b) Voting Rights
The holders of the Common Shares shall be entitled to receive
notice of and to attend any meeting of the shareholders of the
Corporation and shall be entitled to one vote in respect to each
Common Share held at such meetings, except meetings at which the
holders of a particular class of shares other than the Common
Shares are entitled to vote separately as a class.
(c) Liquidation, Dissolution or Winding-up
In the event of the liquidation, dissolution or winding-up of the
Corporation or other distribution of property of the Corporation
among shareholders for the purposes of winding-up its affairs, the
holders of the Common Shares shall, subject to the rights of the
holders of the Preferred Shares, be entitled to receive the assets
and property of the Corporation.
2. The rights, privileges, restrictions and conditions attaching to the
Preferred Shares shall be as follows:
(a) Cumulative Dividends: The holders of the Preferred Shares, in
priority to the holders of the Common Shares, shall be entitled to
receive and the Corporation shall pay thereon, as and when
declared by the board of directors of the Corporation out of the
assets of the Corporation properly applicable to the payment of
dividends, fixed preferential cumulative cash dividends at the
rate of $0.0625 per Preferred Share per calendar quarter. Such
dividends shall accrue on a per diem basis and be cumulative from
the date of issue of the Preferred Shares and are payable on March
31, June 30, September 30 and December 31 in each year. If on any
dividend payment date the dividend payable on such date is not
paid in full on all the Preferred Shares then issued and
outstanding, such dividend, or the unpaid part thereof, shall be
paid at a subsequent date or dates in priority to dividends on the
Common Shares. The holders of Preferred Shares shall not be
entitled to any dividends other than or in excess of the
preferential cumulative cash dividends hereinbefore provided.
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(b) Dividends Preferential: Except with the consent in writing of the
holders of all the Preferred Shares outstanding, no dividend shall
at any time be declared and paid on or set apart for payment on
the Common Shares in any financial year unless and until (i) the
accrued preferential cumulative cash dividends on all the
Preferred Shares outstanding have been declared and paid or set
apart for payment, and (ii) the Corporation shall have satisfied
any request for the redemption of Preferred Shares pursuant to
clause 2(d).
(c) 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 Preferred Shares shall be entitled to receive
from the assets of the Corporation the sum of $10.00 per Preferred
Share held by them respectively plus all unpaid dividends which
shall have accrued thereon and which shall be treated as accruing
to, but not including, the date of such distribution before any
amount shall be paid or any assets of the Corporation distributed
to the holders of any other class of shares of the Corporation.
After payment to the holders of the Preferred Shares of the amount
so payable to them as above provided they shall not be entitled to
share in any further distribution of the assets of the
Corporation.
(d) Retraction at Option of Holder: The holders of Preferred Shares
shall be entitled to require the Corporation to redeem, subject to
the requirements of the Business Corporations Act (Yukon) as now
enacted or as the same may from time to time be amended,
re-enacted or replaced, 33*% of the aggregate issued and
outstanding Preferred Shares on February 28, 1997 on and after
each of March 31, 1997, March 31, 1998 and March 31, 1999 (the
"Retraction Date") as provided herein by tendering to the
Corporation at its registered office a share certificate or
certificates representing the Preferred Shares which the holders
desire to have the Corporation redeem together with a request in
writing (the "Request") specifying the number of Preferred Shares
that the holder desires to have redeemed by the Corporation. The
Request may be given to the Corporation not more than 30 days
prior to a Retraction Date and at any time thereafter up to March
31, 2000. If at any time the Corporation receives Requests to
redeem more Preferred Shares than it is required to redeem
hereunder, Preferred Shares shall be redeemed pro rata as between
the persons from whom the Corporation has received such Requests.
Upon receipt of a share certificate or certificates representing
the Preferred Shares which the holder desires to have the
Corporation redeem together with the Request the Corporation shall
on the later of the Retraction Date and 10 days after its receipt
of the Request redeem such Preferred Shares by paying to such
holder an amount equal to $10.00 plus all unpaid dividends which
shall have accrued thereon and which shall be treated as accruing
to, but not including, the date of such redemption, the whole
constituting and being hereunder referred to as the ("Retraction
Amount"), for each such Preferred Share being redeemed. Such
payment shall be made by certified cheque payable at par at any
branch of the Corporation's bankers for the time being in Canada
(or, with the
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consent of the holder, by any other means of immediately available
funds). If a part only of the shares represented by any
certificate are redeemed a new certificate for the balance shall
be issued at the expense of the Corporation. The said Preferred
Shares shall be redeemed on the later of the Retraction Date and
10 days after receipt of the Request and from and after such date
the holder of such shares shall cease to be entitled to dividends
and shall not be entitled to exercise any of the rights of a
holder of Preferred Shares in respect thereof unless payment of
the Retraction Amount is not made on the later of the Retraction
Date and 10 days after receipt of the Request, in which event the
rights of the holder of the said Preferred Shares shall remain
unaffected.
(e) Idem: If a holder of Preferred Shares shall have required the
Corporation to redeem all or any of the Preferred Shares held by
such holder and the Corporation cannot redeem the said Preferred
Shares on the Retraction Date without thereby contravening the
Business Corporations Act (Yukon) as now enacted or as the same
may from time to time be amended, re-enacted or replaced, the
Corporation shall redeem the said Preferred Shares, or at the
option of the holder as many as then legally permitted, and the
balance as soon as it is lawfully able to do so and until all the
said Preferred Shares are so redeemed the rights of the holder
thereof shall remain unaffected, provided that the said holder may
at any time by notice in writing tendered to the Corporation at
its registered office withdraw the request that the said Preferred
Shares be redeemed in which event the Corporation shall return to
the said holder the share certificate or certificates representing
the said Preferred Shares which had been tendered to the
Corporation.
(f) Redemption by Corporation: The Corporation may, upon giving notice
as hereinafter provided, redeem on each of March 31, 1997, March
31, 1998 and March 31, 1999 (the "Redemption Date") 33*% of the
Preferred Shares held by holders of Preferred Shares on February
28, 1997 on payment of $10.00 for each share to be redeemed plus
all unpaid dividends which shall have accrued thereon and which
shall be treated as accruing to, but not including, the date of
such redemption, the whole constituting and being herein referred
to as the "Redemption Amount".
(g) Idem: In the case of redemption of Preferred Shares, under the
provisions of clause (f) hereof, the Corporation shall at least 21
days (or, if all of the holders of the Preferred Shares consent,
such shorter period to which they may consent) prior to the
Redemption Date mail (or, with the consent of any particular
holder, otherwise deliver) to each person who at the date of
mailing (or delivery, as the case may be) is a holder of Preferred
Shares to be redeemed a notice in writing of the intention of the
Corporation to redeem such Preferred Shares. Such notice shall
(subject to the consent of any particular holder referred to
above) be mailed by letter, postage prepaid, addressed to each
such holder at his address as it appears on the records of the
Corporation or in the event of the address of any such holder; not
so appearing then to the last known address of such holder;
provided, however, that accidental
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failure to give any such notice to or more of such holders shall
not affect the validity of such redemption. Such notice shall set
out the Redemption Amount, the Redemption Date and the number of
Preferred Shares to be redeemed. On the Redemption Date, the
Corporation shall pay or cause to be paid to or to the order of
the holders of the Preferred Shares to be redeemed the Redemption
Amount thereof on presentation and surrender at the registered
office of the corporation or any other place designated in such
notice of the certificates representing the Preferred Shares
called for redemption. Such payment shall be made by certified
cheque payable at par at any branch of the Corporation's bankers
in Canada (or, with the consent of any particular holder, by any
other means of immediately available funds). If a part only of the
shares represented by any certificate are redeemed a new
certificate for the balance shall be issued at the expense of the
Corporation. From and after the Redemption Date in any such notice
the holders of the Preferred Shares called for redemption shall
cease to be entitled to dividends and shall not be entitled to
exercise any of the rights of holders of Preferred Shares in
respect thereof unless payment of the Redemption Amount is not
made upon presentation of certificates in accordance with the
foregoing provisions, in which case the rights of the holders of
the said Preferred Shares shall remain unaffected. The Corporation
shall have the right at any time after the mailing (or delivery,
as the case may be) of notice of its intention to redeem any
Preferred Shares to deposit the Redemption Amount of the shares so
called for redemption or of such of the said shares represented by
certificates as have not at the date of such deposit been
surrendered by the holders thereof in connection with such
redemption to a special account in any chartered bank or in any
trust company in Canada, named in such notice, to be paid without
interest to or to the order of the respective holders of such
Preferred Shares called for redemption upon presentation and
surrender to such bank or trust company of the certificates
representing the same, and upon such deposit being made or upon
the date specified for redemption in such notice, whichever is the
later, the Preferred Shares in respect whereof such deposit shall
have been made shall be redeemed and the rights of the holders
thereof after such deposit or such redemption date, as the case
may be, shall be limited to receiving without interest their
proportionate part of the total Redemption Amount so deposited
against presentation and surrender of the said certificates held
by them respectively and any interest allowed on such deposit
shall belong to the Corporation.
(h) Voting Rights: The holders of the Preferred Shares shall be
entitled to receive notice of and to attend any meeting of the
shareholders of the Corporation, but shall not be entitled to vote
at any such meeting.
