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Corporate Governance

Overview

Governance Documents

The Company is a securities issuer listed on the Toronto Stock Exchange (TSX) and is thus required to publish the latest versions of its governance documents on its website.

Certificates and Articles of Incorporation and Amendments

The Company was incorporated on October 22, 1979 under the original name “Les Entreprises El Drago Ltée” and changed its name as of August 5, 1998, to “ADF Group Inc.” The document “Articles of Incorporation and Amendments” includes the incorporation under the original name as well as all subsequent amendments, including the Company’s change of name.

Majority Voting Policy for the Election of Directors

Issuers listed on the TSX are required to adopt a majority voting policy for electing directors unless they can meet the majority voting requirement in another way deemed acceptable by the TSX or are eligible for the exemption for listed issuers controlled by a majority shareholder. The Company has not adopted a majority voting policy for the election of directors without opposition. The Company received confirmation from the TSX that it can apply the exemption for listed issuers controlled by a majority shareholder because the Shareholder Agreement to which Jean Paschini, Pierre Paschini, and Marise Paschini are subject makes it such that they control, together and not separately, approximately 89% of the voting rights of all outstanding shares. In this context, implementing a majority voting policy for the election of directors would be illusory and would not have any practical effect.

Description of the Positions of Co-President of the Board of Directors and Chief Executive Officer, and Co-President of the Board of Directors and Independent Board Leader

The description of the positions of the Co-President of the Board of Directors and Chief Executive Officer and Co-President of the Board of Directors and Independent Board Leader is included in the document titled “Board of Directors’ Mandate.”

Documents