CANADA
PROVINCE OF NEW BRUNSWICK
BUSINESS CORPORATIONS ACT
CERTIFICATE OF CONTINUANCE
Name of Corporation
CONSOLTEX GROUP INC. - GROUPE CONSOLTEX INC.
Corporation Number
510854
I HEREBY CERTIFY that the Articles of the above-mentioned
corporation was continued under Section 126 of the Business
Director
Date of Continuance December 16, 1999
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NEW BRUNSWICK
NEW BRUNSWICK
BUSINESS CORPORATINS ACT
FORM 7
ARTICLE OF CONTINUANCE
(SECTION 126)
1- Name of Corporation:
CONSOLTEX GROUP INC. -
GROUPE CONSOLTEX INC.
2- The classes and any maximum number of shares that the
corporation is authorized to issue and any maximum
aggregate amount for which shares may be issued including
shares without par value and/or with par value and the
amount of the par value:
THE ANNEXED SCHEDULE "I" IS INCORPORATED IN THIS FORM.
3- Restrictions, if any, on share transfers:
THE ANNEXED SCHEDULE "II" IS INCORPORATED IN THIS FORM.
4- Number (or minimum and maximum number) of directors:
A MINIMUM OF THREE (3) AND A MAXIMUM OF TWENTY (20) AS DETERMINED BY
RESOLUTION OF THE BOARD OF DIRECTORS.
5- Restrictions, if any, on business the corporation may carry on:
corporation:
NONE
6- (1) If a change of name effected, previous name:
N/A
(2) Details of incorporation:
INCORPORATED UNDER THE CANADA BUSINESS
CORPORATIONS ACT on September 16,1992.
7- Other Provisions, if any:
THE ANNEXED SCHEDULE "III" IS INCORPORATED INTO THIS FORM.
Date
December 13, 1999
Signature
KIM A.
Description of Office
CHIEF FINANCIAL OFFICER
FOR DEPARTMENT USE ONLY
Corporation No. -
510854
FILED/DEC 16 1999
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CONSOLTEX GROUP INC.-
GROUPE CONSOLTEX INC.
(hereinafter referred to as the "Corporation")
THIS IS SCHEDULE "I" TO THE FOREGOING FORM 7 UNDER THE
NEW BRUNSWICK BUSINESS CORPORATIONS ACT
The shares of the Corporation shall consist of:
(i) an unlimited number of first preferred shares without nominal or
par value issuable in series (hereinafter called the "First
Preferred Shares"),
(ii) an unlimited number of second preferred shares without nominal or
par value issuable in series (hereinafter called the "Second
Preferred Shares"),
(iii) an unlimited number of multiple voting shares without nominal or
par value (hereinafter called the "Multiple Voting Shares"), and
(iv) an unlimited number of subordinate voting shares without
nominal or par value (hereinafter called the "Subordinate Voting
Shares"),
and the rights, privileges, conditions and restrictions attaching to each
such class are as hereinafter set forth. Any reference herein to the Act
is a reference to the BUSINESS CORPORATIONS ACT (New Brunswick) as it now
exists and as it may be amended from time to time and any reference herein
to a section of the Act is a reference herein to a section of the Act as
such section is presently numbered or as it may be renumbered from time to
time.
1. FIRST PREFERRED SHARES
The rights, privileges, restrictions and conditions attaching to the
First Preferred Shares as a class, shall be as follows:
(a) The First Preferred Shares shall be issuable in series and
the Board of Directors of the Corporation shall have the
right, from time to time, to fix the number of, and to
determine the designation, 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 Corporation.
(b) The holders of any series of the First Preferred Shares
shall be entitled to receive in priority to the holders of
shares of any other class of the Corporation ranking
subordinate to the First Preferred Shares, as and when
declared by the Board of Directors of the Corporation,
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.
(c) Upon any liquidation, dissolution, or winding-up of the
Corporation or other distribution of assets of the
Corporation among shareholders for the purpose of winding-up
its affairs, before any amount shall be paid to or any
assets distributed among the holders of shares of any other
class of the Corporation ranking subordinate 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 thereof all amounts which may be provided in the
Articles of the Corporation to be payable thereon in respect
of return of capital, premium and accumulated dividends
remaining unpaid, including all cumulative dividends,
whether or not declared.
(d) Except as the Articles of the Corporation may provide with
respect to any series of the First Preferred Shares in the
event of the non-payment of dividends attached to such
series, the holders of the First Preferred Shares shall not
be entitled to receive any notice of or to attend or to vote
at any meeting of shareholders of the Corporation; provided
that 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
separately as a class, each holder of the First Preferred
Shares of any series thereof shall be entitled to cast, in
respect of each such First Preferred Share held, that number
of votes which is equal to the quotient obtained by dividing
the stated capital account maintained for all the
outstanding First Preferred Share of such series by the
number of such outstanding First Preferred Shares; provided
that in respect of any such consideration denominated in a
currency other than Canadian, the Board of Directors of the
Corporation shall, for the purpose of this subsection 1(d),
determine the appropriate conversion rate of such currency
to Canadian currency in effect on the date of issue and,
based on such rate, the Canadian dollar equivalent of such
consideration; and provided further that when such quotient
is a fraction or a whole number plus a fraction there shall
be no right to vote in respect of such fraction.
(e) The holders of the First Preferred Shares shall not be
entitled to vote separately as a class, and, unless the
Articles of the Corporation otherwise provide, the holders
of any series of the First Preferred Shares shall not be
entitled to vote separately as a series, upon a proposal to
amend the Articles of the Corporation in the case of an
amendment of a kind referred to in paragraphs (a), (b) and
(e) of subsection 115(1) of the Act.
(f) Any meeting of shareholders at which the holders of the
First Preferred Shares are required or entitled by law to
vote separately as a class or a series shall, unless the
Articles of the Corporation otherwise provide, be called and
conducted in accordance with the by-laws of the Corporation;
provided that no amendment to or repeal of the provisions of
such by-laws made after the date of the first issue of any
of the First Preferred Shares by the Corporation shall be
applicable to the calling and conduct of meetings of holders
of the First Preferred Shares voting separately as a class
or as a series unless such amendment or repeal has been
theretofore approved by ordinary resolution adopted by the
holders of the First Preferred Shares voting separately as a
class.
2. SECOND PREFERRED SHARES
The rights, privileges, restrictions and conditions attaching to the
Second Preferred Shares as a class, shall be as follows:
(a) The Second Preferred Shares shall be subject to and
subordinate to the rights, privileges, restrictions and
conditions attaching to the First Preferred Shares.
(b) The Second Preferred Shares shall be issuable in series and
the Board of Directors of the Corporation shall have the
right, from time to time, to fix the number of, and to
determine the designation, 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 Corporation.
(c) The holders of any series of the Second Preferred Shares
shall be entitled to receive in priority to the holders of
shares of any other class of the Corporation ranking
subordinate to the Second Preferred Shares, as and when
declared by the Board of Directors of the Corporation
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.
(d) Upon any liquidation, dissolution or winding-up of the
Corporation or other distribution of assets of the
Corporation among shareholders for the purpose of winding-up
its affairs, before any amount shall be paid to or any
assets distributed among the holders of shares of any other
class of the Corporation ranking subordinate 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 thereof all amounts which may be provided in the
Articles of the Corporation to be payable thereon in respect
of return of capital, premium and accumulated dividends
remaining unpaid, including all cumulative dividends,
whether or not declared.
(e) Except as the Articles of the Corporation may provide with
respect to any series of the Second Preferred Shares in the
event of the non-payment of dividends attached to such
series, the holders of the Second Preferred Shares shall not
be entitled to receive any notice of or to attend or to vote
at any meeting of shareholders of the Corporation; provided
that at any meeting of shareholders at which,
notwithstanding the foregoing, the holders of the Second
Preferred Shares are required or entitled by law to vote
separately as a class, each holder of the Second Preferred
Shares of any series thereof shall be entitled to cast, in
respect of each such Second Preferred Share held, that
number of votes which is equal to the quotient obtained by
dividing the stated capital account maintained for all the
outstanding Second Preferred Shares of such series by the
number of such outstanding Second Preferred Shares; provided
that in respect of any such consideration denominated in a
currency other than Canadian, the Board of Directors of the
Corporation shall, for the purpose of this subsection 2(e),
determine the appropriate conversion rate of such currency
to Canadian currency in effect on the date of issue and,
based on such rate, the Canadian dollar equivalent of such
consideration; and provided further that when such quotient
is a fraction or a whole number plus a fraction there shall
be no right to vote in respect of such fraction.
(f) The holders of the Second Preferred Shares shall not be
entitled to vote separately as a class, and, unless the
Articles of the Corporation otherwise provide, the holders
of any series of the Second Preferred Shares shall not be
entitled to vote separately as a series, upon a proposal to
amend the Articles of the Corporation in the case of an
amendment of a kind referred to in paragraphs (a), (b) and
(e) of subsection 115(1) of the Act.
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(g) Any meeting of shareholders at which the holders of the
Second Preferred Shares are required or entitled by law to
vote separately as a class or a series shall, unless the
Articles of the Corporation otherwise provide, be called and
conducted in accordance with the by-laws of the Corporation;
provided that no amendment to or repeal of the provisions of
such by-laws made after the date of the first issue of any
of the Second Preferred Shares by the Corporation shall be
applicable to the calling and conduct of meetings of holders
of the Second Preferred Shares voting separately as a class
or as a series unless such amendment or repeal has been
theretofore approved by ordinary resolution adopted by the
holders of the Second Preferred Shares voting separately as
a class.
3 MULTIPLE VOTING SHARES AND SUBORDINATE VOTING SHARES
The rights, privileges, restrictions and conditions attaching to
the Multiple Voting Shares and to the Subordinate Voting Shares
shall be as follows:
(a) The Multiple Voting Shares and the Subordinate Voting Shares
shall be subject to and subordinate to the rights,
privileges, restrictions and conditions attaching to the
First Preferred Shares and the Second Preferred Shares and
shall rank PARI PASSU share for share, as to the right to
receive dividends. In the event of a liquidation,
dissolution or winding-up of the Corporation, whether
voluntary or involuntarily, or any other distribution of
assets of the Corporation among its Shareholders for the
purpose of winding-up its affairs, the holders of the
Multiple Voting Shares, as a class, shall be entitled to
receive, before any amount shall be paid by the Corporation
or any assets of the Corporation shall be distributed to
holders of the Subordinate Voting Shares, an amount equal to
Cdn. $4,300,000.00. After payment to the holders of the
Multiple Voting Shares of the amount so payable to them,
they shall not be entitled to share in any further
distribution of assets of the Corporation.
(b) 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
Corporation, except meetings of which only holders of
another particular class or series shall have the right to
vote. At each such meeting, each Multiple Voting Share
shall entitle the holder thereof to five (5) votes and each
Subordinate Voting Share shall entitle the holder thereof to
one (1) vote.
(c) The Corporation shall not purchase, or otherwise acquire
from the holders thereof, any Multiple Voting Shares issued
by it, or issue shares of any other class or series of
shares of the Corporation, if the effect of such purchase,
acquisition or issuance, would be to reduce the percentage
of votes attached to the Multiple Voting Shares to less than
51% of the votes attached to all Multiple Voting Shares and
Subordinate Voting Shares then outstanding.
(d) On the date as the Willett Family (as hereinafter defined)
cease to be the beneficial owners in the aggregate of
Multiple Voting Shares and Subordinate Voting Shares having
attached thereto 50% or more of the votes attaching to all
Multiple Voting Shares and Subordinate Voting Shares then
outstanding, the Multiple Voting Shares will automatically
be converted into a like number of Subordinate Voting
Shares.
For the purposes of this subsection 3(c), "Willett Family"
means Richard H. Willett, his wife Anne Elizabeth Willett
and their descendants Lucy M. Murray Tetther, Mark G.H.
Willett, Oliver R. Willett and Dominic E. Willett and any
trustee, executor, administrator or legal representative of
any of them or any trust established for the benefit of any
of them and any entities controlled by any of them or by any
trustee, executor, administrator or legal representative of
any of them or by any trust established for the benefit of
any of them.
(e) Each issued and outstanding Multiple Voting Share may, at
any time from time to time, at the holders' option be
converted into one (1) Subordinate Voting Share. The
conversion right provided in this subsection 3(d) shall be
exercised by notice in writing given to the Corporation or
to any transfer agent of the Subordinate Voting Shares
accompanied by the certificate representing the Multiple
Voting Shares which the holder desires to convert.
(f) The Multiple Voting Shares and the Subordinate Voting Shares
may not be subdivided or consolidated unless the Multiple
Voting Shares or the Subordinate Voting Shares, as the case
may be, are simultaneously and similarly subdivided or
consolidated.
(g) Neither of the holders of the Multiple Voting Shares nor the
holders of the Subordinate Voting Shares shall be entitled
to vote separately as a class upon a proposal to amend the
Articles of the Corporation in the case of an amendment of
the kind referred to in paragraph (a) and, as regards the
creation of additional classes of preferred shares which are
non voting except as may be provided in the event that the
Corporation has failed to pay the prescribed dividends
thereon, paragraph (e) of subsection 115(1) of the Act. The
holders of the Multiple Voting Shares and the holders of the
Subordinate Voting Shares shall be entitled to vote
separately as a class upon a proposal (i) to amalgamate the
Corporation with any other corporation other than pursuant
to Section123 of the Act; (ii) to sell, lease or exchange
all or substantially all the property of the Corporation or
other than in the ordinary course of business of the
Corporation or other than to one or more wholly owned
subsidiaries of the Corporation or (iii) for the voluntary
liquidation and dissolution of the Corporation pursuant to
Section 138 of the Act.
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CONSOLTEX GROUP INC.-
GROUPE CONSOLTEX INC.
(hereinafter referred to as the "Corporation")
THIS IS SCHEDULE "II" TO THE FOREGOING FORM 7 UNDER THE
NEW BRUNSWICK BUSINESS CORPORATIONS ACT
The transfer of shares of the Corporation shall be restricted in that no
shareholder shall be entitled to transfer any share or shares without
either:
(i) the approval of the directors of the Corporation expressed by
a resolution passed at a meeting of the board of directors or by
an instrument or instruments in writing signed by a majority of
the directors; or
(ii) the approval of the holders of at least a majority of the
shares of the Corporation entitling the holders thereof to vote
in all circumstances (other than holders of shares who are
entitled to vote separately as a class) for the time being
outstanding expressed by a resolution passed at a meeting of the
holders of such shares or by an instrument or instruments in
writing signed by the holders of a majority of such shares.
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CONSOLTEX GROUP INC.-
GROUPE CONSOLTEX INC.
(hereinafter referred to as the "Corporation")
THIS IS SCHEDULE "III" TO THE FOREGOING FORM 7 UNDER THE
NEW BRUNSWICK BUSINESS CORPORATIONS ACT
1. PLACE OF SHAREHOLDER MEETINGS
Notwithstanding subsections (1) and (2) of Section 84 of the
BUSINESS CORPORATIONS ACT, as from time to time in force,
meetings of shareholders of the Corporation may be held at any
place outside New Brunswick.
2. NOTICE OF SHAREHOLDER MEETINGS
Notwithstanding subsection (1) of Section 87 of the BUSINESS
CORPORATIONS ACT, as from time to time in force, notice of time
and place of a meeting of shareholders of the Corporation
shall be deemed to be properly given if sent not less than three
(3) days nor more than fifty (50) days before such meeting:
(a) to each shareholder entitled to vote at the meeting;
(b) to each director; and
(c) to the auditor, if any.
3. PRE-EMPTIVE RIGHTS
(A) Notwithstanding subsection (2) of Section 27 of the BUSINESS
CORPORATIONS ACT, as from time to time in force, but subject
however to any rights arising under any unanimous shareholders
agreements, the holders of equity shares of any class, in the
case of the proposed issuance by the Corporation of, or the
proposed granting by the Corporation of rights or options to
purchase, its equity shares of any class of any shares or other
securities convertible into or carrying rights or options to
purchase its equity shares of any class, shall not as such, even
if the issuance of the equity shares proposed to be issued or
issuable upon exercise of such rights or options or upon
conversion of such other securities would adversely affect the
unlimited dividend rights of such holders, have the pre-emptive
right as provided by Section 27 of the BUSINESS CORPORATIONS ACT
to purchase such shares or other securities.
(B) Notwithstanding subsection (3) of Section 27 of the BUSINESS
CORPORATIONS ACT, as from time to time in force, but subject
however to any rights arising under any unanimous shareholders
agreements, the holders of voting shares of any class, in case of
the proposed issuance by the Corporation of, or the proposed
granting by the Corporation of rights or options to purchase, its
voting shares of any class or any shares or options to purchase
its voting shares of any class, shall not as such, even if the
issuance of the voting shares proposed to be issued or issuable
upon exercise of such rights or options or upon conversion of
such other securities would adversely affect the voting rights of
such holders, have the pre-emptive right as provided by Section
27 of the BUSINESS CORPORATIONS ACT to purchase such shares or
other securities.
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4. PRIVATE CORPORATION RESTRICTIONS
(A) The number of shareholders of the Corporation, exclusive of
persons who are in its employment and exclusive of persons who,
having been formerly in the employment of the Corporation, were,
while in that employment, and have continued after the
termination of that employment to be, shareholders of the
Corporation, is limited to not more than fifty (50), two or more
persons who are the joint registered owners of one or more shares
being counted as one shareholder.
(B) Any invitation to the public to subscribe for any securities of
the Corporation is hereby prohibited.
5. FINANCIAL ASSISTANCE
The Corporation may, directly or indirectly, give financial assistance
by means of a loan, guarantee or otherwise:
(a) to any shareholder, director, officer or employee of the
Corporation or of an affiliated corporation, or
(b) to any associate of a shareholder, director, officer or employee
of the Corporation or of an affiliated corporation;
whether or not:
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(c) the Corporation is, or after giving the financial assistance
would be, unable to pay its liabilities as they become due; or
(d) the realizable value of the Corporation's assets, excluding the
amount of any financial assistance in the form of a loan or in
the form of assets pledged or encumbered to secure a guarantee,
after giving the financial assistance, would be less than the
aggregate of the Corporation's liabilities and stated capital of
all classes.
6. REPLACEMENT OF 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 shareholders, but the total number of directors so
appointed may not exceed one third of the number of directors elected
at the previous annual meeting of shareholders.
7. FORM OF NAME
The Corporation may use and be legally designated by either the
English form of its name or the French form of its name or the
combined English and French form.
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