2.1 Shares
| (1) | The Company is authorised to issue no more than— |
| ––– | shares of a single class of common shares, each of which entitles the holder to— |
| (a) | vote on any matter to be decided by a vote of shareholders of the company; |
| (b) | participate in any distribution of profit to the shareholders; and |
| (c) | share in the distribution of the company's residual value upon its dissolution. |
| ––– | the maximum number of each of the classes of shares set out in Part A of Schedule 2, subject to the preferences, rights, limitations and other terms associated with each such class, as set out in Part A of Schedule 2. |
| (2) | The authority of the Company's Board of Directors to increase or decrease the number of authorised shares of any class of the Company's shares, to reclassify any shares that have been authorised but not issued, to classify any unclassified shares, or to determine the preferences, rights, limitations or other terms of any class of shares, as set out in section 36 (2)(b) and (3)(c)— |
| ––– | is not limited or restricted by this Memorandum of Incorporation. |
––– is limited or restricted to the extent set out Part A of Schedule 2.
[In the case of a public company]
| (3) | The shareholders of the Company— |
| ––– | do not have any pre-emptive right to be offered and to subscribe for additional shares of the company. |
| ––– | have a common pre-emptive right to be offered and to subscribe for additional shares of the company, as set out in Part A of Schedule 3. |
| ––– | have only such pre-emptive rights to be offered and to subscribe additional shares of the company, if any, as are set out in the preference, rights, limitations and other terms associated with their respective classes of shares. |
[In the case of a private or personal liability company]
| (3) | The pre-emptive right of the Company's shareholders to be offered and to subscribe for additional shares, as set out in section 39— |
| ––– | is unconditional, and is not limited, negated or restricted in any manner contemplated in subsection (2) of section 39. |
| ––– | is subject to the conditions, limitations, or restrictions set out in Part A of Schedule 3. |
| ––– | does not apply with respect to any shares of the Company. |
| (4) | to the subscription of any option or securities of the Company or a related or inter-related company, as set out in section 44–– |
| ––– | is not limited or restricted by this Memorandum of Incorporation. |
| ––– | is limited or restricted to the extent set out in Part B of Schedule 2. |
| (5) | The authority of the Company's Board of Directors to approve the issuing of any authorised shares of the company as capitalisation shares, to issue shares of one class as capitalisation shares in respect of shares of another class, and to resolve to permit shareholders to elect a cash payment in lieu of a capitalisation share, as set out in section 47 (1)— |
––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part C of Schedule 2.
| (6) | Securities of the Company are to be issued— |
––– in uncertificated form, as contemplated in section 49 (2)(b).
––– in either certificated or uncertificated form, as the Board may determine.
| (1) | The authority of the Company's Board of Directors to authorise the company to issue secured or unsecured debt instruments, as set out in section 43 (2)— |
| ––– | is not limited or restricted by this Memorandum of Incorporation. |
| ––– | is limited or restricted to the extent set out in Part D of Schedule 2. |
| (2) | The authority of the Company's Board of Directors to grant special privileges associated with any debt instruments to be issued by the company, as set out in section 43 (3)— |
| ––– | is not limited or restricted by this Memorandum of Incorporation. |
| ––– | is limited or restricted to the extent set out in Part D of Schedule 2. |
| 2.3 | Registration of beneficial interests |
The authority of the Company's Board of Directors to allow the Company's issued securities to be held by, and registered in the name of, one person for the beneficial interest of another person, as set out in section 56 (1)—
| ––– | is not limited or restricted by this Memorandum of Incorporation. |
| ––– | is limited or restricted to the extent set out in Part E of Schedule 2. |
