Certificates and Articles of Incorporation and Amendments
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.