FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of February, 2024
001-14832
(Commission File Number)
CELESTICA INC.
(Translation of registrant’s name into English)
5140 Yonge Street, Suite 1900
Toronto, Ontario
Canada M2N 6L7
(416) 448-5800
(Address of principal executive offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate
by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Furnished Herewith (and incorporated by reference
herein)
The information contained in Exhibits 99.1, 99.2
and 99.3 of this Form 6-K is not incorporated by reference into any registration statement (or into any prospectus that forms a part thereof)
filed by Celestica Inc. with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CELESTICA INC. |
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| Date: February 28, 2024 |
By: |
/s/ Douglas Parker |
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Douglas Parker |
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Chief Legal Officer and Corporate Secretary |
EXHIBIT INDEX
Exhibit 99.1
| FOR IMMEDIATE RELEASE | |
February 28, 2024 |
Celestica Announces Updates to its
2024 Annual and Special Meeting of Shareholders
TORONTO, Canada - Celestica Inc. (“Celestica”
or the “Corporation”) (NYSE, TSX: CLS), a leader in design, manufacturing, hardware
platform and supply chain solutions for the world’s most innovative companies, today announced that the previously announced
Annual and Special Meeting of its shareholders (the “Meeting”), to be held on Thursday, April 25, 2024 at 9:30
a.m. EDT, has been changed from a virtual-only format to a hybrid format.
Celestica welcomes the participation of shareholders
who will be able to attend the Meeting in-person at Celestica’s head office at 5140 Yonge Street, Suite 1900, Toronto, Ontario.
Shareholders may also attend and participate in the Meeting virtually via a live audio-only webcast.
By-Law 1
At the Meeting, in addition to the previously
announced items of formal business, shareholders will be asked to confirm the amending and restating of the Corporation’s By-Law
1 to remove the Canadian residency requirement for members of the Board of Directors.
About Celestica
Celestica enables the world's best brands. Through
our recognized customer-centric approach, we partner with leading companies in Aerospace and Defense, Communications, Enterprise, HealthTech, Industrial
and Capital Equipment to deliver solutions for their most complex challenges. As a leader in design, manufacturing, hardware platform
and supply chain solutions, Celestica brings global expertise and insight at every stage of product development - from the drawing board
to full-scale production and after-market services. With talented teams across North America, Europe and Asia, we imagine, develop and
deliver a better future with our customers. For further information on Celestica, visit www.celestica.com. Our securities filings
can be accessed at www.sedarplus.com and www.sec.gov.
| Contacts: |
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| Celestica Global
Communications |
Celestica Investor
Relations |
| (416) 448-2200 |
(416) 448-2211 |
| media@celestica.com |
clsir@celestica.com |
Exhibit 99.2
CELESTICA INC.
BY-LAW 1
A by-law relating generally
to the conduct of the affairs of CELESTICA INC.
BE IT ENACTED AND IT IS HEREBY
ENACTED as a by-law of CELESTICA INC. (hereinafter called the “Corporation”) as follows:
DEFINITIONS
I. In
this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:
| A. | “Act” means the Business Corporations Act, R.S.O. 1990, c. B.16, as from time
to time amended, and every statute that may be substituted therefor and, in the case of such amendment or substitution, any reference
in the by-laws of the Corporation shall be read as referring to the amended or substituted provisions; |
| B. | “by-law” means any by-law of the Corporation from time to time in force and effect; |
| C. | all terms contained in the by-laws which are defined in the Act shall have the meanings given to such
terms in the Act; |
| D. | words importing the singular number only shall include the plural and vice versa; words importing
the masculine gender shall include the feminine and neuter genders; and |
| E. | the headings used in the by-laws are inserted for reference purposes only and are not to be considered
or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect
of any such terms or provisions. |
REGISTERED OFFICE
II. The
Corporation may from time to time (i) by resolution of the directors change the address of the registered office of the Corporation
within the municipality or geographic township within Ontario specified in its articles, and (ii) by special resolution, change
the municipality or geographic township within Ontario in which its registered office is situated.
SEAL
III. The
Corporation may, but need not, have a corporate seal. An instrument or agreement executed on behalf of the Corporation by a director,
an officer or an agent of the Corporation is not invalid merely because the corporate seal, if any, is not affixed thereto.
DIRECTORS
IV. Number
and powers. The number of directors, or the minimum and maximum number of directors of the Corporation, is set out in the articles
of the Corporation. At least 25 percent of the directors shall be resident Canadians. The directors shall manage or
supervise the management of the business and affairs of the Corporation and may exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation and are not by the Act, the articles, the by-laws, any special resolution of the Corporation,
or by statute expressly directed or required to be done in some other manner.
Notwithstanding any vacancy
among the directors, the remaining directors may exercise all the powers of the directors so long as a quorum of the directors remains
in office.
Subject to subsections 124(1),
(2), (4) and (5) of the Act and to the Corporation’s articles, where there is a quorum of directors in office and a vacancy
occurs, the directors remaining in office may appoint a qualified person to hold office for the unexpired term of his predecessor.
V. Duties. Every director and officer of the Corporation in exercising his powers
and discharging his duties to the Corporation shall:
| A. | act honestly and in good faith with a view to the best interests of the Corporation; and |
| B. | exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. |
Every director and officer of
the Corporation shall comply with the Act, the regulations thereunder, the Corporation’s articles and by-laws and any unanimous
shareholder agreement.
VI. Qualification.
Every director shall be an individual 18 or more years of age and no one who is of unsound mind and has been so found by a court in Canada
or elsewhere or who has the status of a bankrupt shall be a director.
VII. Term
of office. A director’s term of office (subject to the provisions, if any, of the Corporation’s articles, and subject
to his election for an expressly stated term) shall be from the date of the meeting at which he is elected or appointed until the close
of the annual meeting of shareholders next following his election or appointment or until his successor is elected or appointed.
VIII. Vacation
of office. The office of a director shall be vacated if:
| A. | he dies or, subject to subsection 119(2) of the Act, sends to the Corporation a written resignation
and such resignation, if not effective upon receipt by the Corporation, becomes effective in accordance with its terms; |
| B. | he is removed from office; |
| C. | he becomes bankrupt; or |
| D. | he is found by a court in Canada or elsewhere to be of unsound mind. |
IX. Election
and removal. Directors shall be elected by the shareholders by ordinary resolution on a show of hands, or by ballot if a ballot is
demanded. Except for those directors elected for an expressly stated term, all the directors then in office shall cease to hold office
at the close of the meeting of shareholders at which directors are to be elected but, if qualified, are eligible for re-election. Subject
to subsection 122(2) of the Act, the shareholders of the Corporation may by ordinary resolution at an annual or special meeting remove
any director before the expiration of his term of office and may, by a majority of the votes cast at the meeting, elect any person in
his stead for the remainder of his term.
Whenever at any election of
directors of the Corporation the number or the minimum number of directors required by the articles is not elected by reason of the disqualification,
incapacity or the death of any candidates, the directors elected at that meeting may exercise all the powers of the directors if the number
of directors so elected constitutes a quorum pending the holding of a meeting of shareholders in accordance with subsection 124(3) of
the Act.
A retiring director shall cease
to hold office at the close of the meeting at which his successor is elected unless such meeting was called for the purpose of removing
him from office as a director in which case the director so removed shall vacate office forthwith upon the passing of the resolution for
his removal.
X. Validity
of acts. An act done by a director or by an officer is not invalid by reason only of any defect that is thereafter discovered in his
appointment, election or qualification.
MEETINGS OF DIRECTORS
XI. Place
of meeting. Meetings of directors and of any committee of directors may be held at any place within or outside Ontario and in any
financial year a majority of the meetings of the board of directors need not be held at a place within Canada. A meeting of directors
may be convened by the Chairman of the Board (if any), the President or any director at any time and the Secretary shall upon direction
of any of the foregoing convene a meeting of directors. A quorum of the directors may, at any time, call a meeting of the directors for
the transaction of any business the general nature of which is specified in the notice calling the meeting.
XII. Notice.
Notice of the time and place for the holding of any such meeting shall be sent to each director not less than two days (exclusive of the
day on which the notice is sent but inclusive of the day for which notice is given) before the date of the meeting; provided that meetings
of the directors or of any committee of directors may be held at any time without formal notice if all the directors are present (except
where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting
is not lawfully called) or if all the absent directors have waived notice.
Notice of the time and place
for the holding of any meeting of directors or any committee of directors may be given by delivery, telegraph, cable, telex or other electronic
means that produces a written copy.
For the first meeting of directors
to be held following the election of directors at an annual or special meeting of the shareholders or for a meeting of directors at which
a director is appointed to fill a vacancy in the board, no notice of such meeting need be given to the newly elected or appointed director
or directors in order for the meeting to be duly constituted, provided a quorum of the directors is present.
XIII.
Waiver of notice. Notice of a meeting of directors or of any
committee of directors or any irregularity in a meeting or in the notice thereof may be waived in any manner by any director and
such waiver may be validly given either before or after the meeting to which such waiver relates. Attendance of a director at a
meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
XIV. Telephone
participation. Where all the directors of the Corporation present at or participating in the meeting consent thereto (either before
or after the meeting), a director may participate in a meeting of directors or of any committee of directors by means of such telephone,
electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously
and instantaneously, and a director participating in a meeting by such means shall be deemed for the purposes of the Act to be present
at that meeting. If the majority of the directors participating in the meeting are then in Canada, the meeting shall be deemed to be held
in Canada.
XV. Adjournment.
Any meeting of directors or of any committee of directors may be adjourned from time to time by the chairman of the meeting, with the
consent of the meeting, to a fixed time and place and no notice of the time and place for the holding of the adjourned meeting need be
given to any director if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall
be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The directors who formed
a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned
meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.
XVI. Quorum
and voting. A majority of the number of directors or minimum number of directors required by the articles shall constitute a quorum
for the transaction of business. Subject to subsection 124(1) and subsection 126(7) of the Act, no business shall be transacted
by the directors except at a meeting of directors at which a quorum is present. Questions arising at any meeting of directors shall be
decided by a majority of votes. In case of an equality of votes, the chairman of the meeting in addition to his original vote shall not
have a second or casting vote.
COMMITTEES OF DIRECTORS
XVII. General.
The directors may from time to time appoint from their number a committee of directors and may delegate to such committee any of the
powers of the directors, except that no such committee shall have the authority to:
| A. | submit to the shareholders any question or matter requiring the approval of the shareholders; |
| B. | fill a vacancy among the directors or in the office of auditor or appoint or remove any of the chief executive
officer, however designated, the chief financial officer, however designated, the chairman or the president of the Corporation; |
| C. | subject to section 184 of the Act, issue securities except in the manner and on the terms authorized by
the directors; |
| E. | purchase, redeem or otherwise acquire shares issued by the Corporation; |
| F. | pay a commission referred to in section 37 of the Act; |
| G. | approve a management information circular referred to in Part VIII of the Act; |
| H. | approve a takeover bid circular, directors’ circular or issuer bid circular referred to in Part XX
of the Securities Act; |
| I. | approve any financial statements referred to in clause 154(1)(b) of the Act and Part XVIII of
the Securities Act; |
| J. | approve an amalgamation under section 177 or an amendment to the articles under subsection 168(2) or
(4) of the Act; or |
| K. | adopt, amend or repeal by-laws. |
XVIII. Audit
committee. The board of directors shall elect annually from among their number an audit committee to be composed of not fewer than
three directors, a majority of whom are not officers or employees of the Corporation or any of its affiliates, to hold office until the
next annual meeting of the shareholders.
Each member of the audit committee
shall serve during the pleasure of the board of directors and, in any event, only so long as he shall be a director. The directors may
fill vacancies in the audit committee by election from among their number.
The audit committee shall have
power to fix its quorum at not less than a majority of its members and to determine its own rules of procedure subject to any regulations
imposed by the board of directors from time to time and to the following paragraph.
The auditor of the Corporation
is entitled to receive notice of every meeting of the audit committee and, at the expense of the Corporation, to attend and be heard thereat;
and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of
the auditor. The auditor of the Corporation or any member of the audit committee may call a meeting of the committee.
The audit committee shall review
the financial statements of the Corporation and shall report thereon to the board of directors of the Corporation prior to approval thereof
by the board of directors and shall have such other powers and duties as may from time to time by resolution be assigned to it by the
board.
REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES
XIX. The
remuneration to be paid to the directors of the Corporation shall be such as the directors shall from time to time by resolution determine
and such remuneration shall be in addition to the salary paid to any officer or employee of the Corporation who is also a director. The
directors may also by resolution award special remuneration to any director in undertaking any special services on the Corporation’s
behalf other than the normal work ordinarily required of a director of a corporation. The confirmation of any such resolution or resolutions
by the shareholders shall not be required. The directors may fix the remuneration of the officers and employees of the Corporation. The
directors, officers and employees shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection
with the affairs of the Corporation.
SUBMISSION OF CONTRACTS OR TRANSACTIONS TO
SHAREHOLDERS FOR APPROVAL
XX. The
directors in their discretion may submit any contract, act or transaction for approval, ratification or confirmation at any meeting of
the shareholders called for the purpose of considering the same and any contract, act or transaction that shall be approved, ratified
or confirmed by resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement
is imposed by the Act or by the Corporation’s articles or by-laws) shall be as valid and as binding upon the Corporation and upon
all the shareholders as though it had been approved, ratified and/or confirmed by every shareholder of the Corporation.
FOR THE PROTECTION OF DIRECTORS AND OFFICERS
XXI. No
director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director
or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense suffered or incurred by
the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the
Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation
shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm
or corporation including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited
or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities
or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of
the duties of his respective office of trust or in relation thereto, unless the same shall happen by or through his failure to exercise
the powers and to discharge the duties of his office honestly and in good faith with a view to the best interests of the Corporation,
and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances,
provided that nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or regulations
made thereunder or relieve him from liability for a breach thereof. The directors for the time being of the Corporation shall not be under
any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on
behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the board of directors. If any director
or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer
or shall be a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for
the Corporation, the fact of his being a shareholder, director or officer of the Corporation shall not disentitle such director or officer
or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.
INDEMNITIES TO DIRECTORS AND OTHERS
XXII. Subject
to the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation
or a person who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity,
of another entity, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle
an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal, administrative, investigative or other
proceeding in which the individual is involved because of that association with the Corporation or other entity, if he acted honestly
and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity
for which he acted as a director or officer or in a similar capacity at the Corporation’s request.
The Corporation may advance
money to a director, officer or other person for the costs, charges and expenses of a proceeding referred to above, but the person shall
repay the money if the person does not fulfil the conditions set forth above.
The Corporation is hereby authorized
to execute agreements evidencing its indemnity in favour of the foregoing persons to the full extent permitted by law.
OFFICERS
XXIII. Appointment
of officers. The directors may annually or as often as may be required appoint a President and a Secretary and if deemed advisable
may annually or as often as may be required appoint a Chairman of the Board, one or more Vice-Presidents, a Treasurer and one or more
Assistant Secretaries and/or one or more Assistant Treasurers. None of such officers, except the Chairman of the Board, need be a director
of the Corporation. Any director may be appointed to any office of the Corporation. Two or more of such offices may be held by the same
person. In case and whenever the same person holds the offices of Secretary and Treasurer he may but need not be known as the Secretary-Treasurer.
The directors may from time to time appoint such other officers, employees and agents as they shall deem necessary who shall have such
authority and shall perform such functions and duties as may from time to time be prescribed by resolution of the directors.
XXIV. Removal
of officers, etc. All officers, employees and agents, in the absence of agreement to the contrary, shall be subject to removal
by resolution of the directors at any time, with or without cause.
XXV. Duties
of officers may be delegated. In case of the absence or inability or refusal to act of any officer of the Corporation or for any other
reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer
or to any director for the time being.
XXVI. Chairman
of the Board. The Chairman of the Board shall, when present, preside at all meetings of the directors, any committee of the directors
and shareholders, shall sign such documents as may require his signature in accordance with the by-laws of the Corporation and shall have
such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the directors or as
are incidental to his office.
XXVII. President.
In the absence of the Chairman of the Board, and if the President is also a director of the Corporation, the President shall, when present,
preside at all meetings of the directors, any committee of the directors and shareholders; he shall sign such contracts, documents or
instruments in writing as require his signature and shall have such other powers and shall perform such other duties as may from time
to time be assigned to him by resolution of the directors or as are incidental to his office.
XXVIII. Chief
Executive Officer. The Chief Executive Officer shall exercise general supervision over the business and affairs of the Corporation.
The position of Chief Executive Officer may be held by any officer or director of the Corporation, or other individual, in each case appointed
by the directors. The Chief Executive Officer shall sign such contracts, documents or instruments in writing as require his signature
and shall have such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the
directors or as are incidental to his office.
XXIX. Vice-President.
The Vice-President or, if more than one, the Vice-Presidents in order of seniority, shall be vested with all the powers and shall perform
all the duties of the President in the absence or inability or refusal to act of the President; provided, however, that a Vice-President
who is not a director shall not preside as chairman at any meeting of directors or shareholders. The Vice-President or, if more than one,
the Vice-Presidents in order of seniority, shall sign such contracts, documents or instruments in writing as require his or their signatures
and shall also have such other powers and duties as may from time to time be assigned to him or them by resolution of the directors or
by the Chief Executive Officer or as are incidental to his office.
XXX. Secretary.
The Secretary shall give or cause to be given notices for all meetings of the directors, any committee of the directors and shareholders
when directed to do so and shall have charge of the minute books of the Corporation and, subject to the provisions of paragraph 45 hereof,
of the documents and registers referred to in subsections 140(1) and (2) of the Act. He shall sign such contracts, documents
or instruments in writing as require his signature and shall have such other powers and duties as may from time to time be assigned to
him by resolution of the directors or as are incidental to his office.
XXXI. Treasurer/Controller.
Subject to the provisions of any resolution of the directors, the Treasurer or the Controller shall have the care and custody of all
the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such bank or banks or with such
other depositary or depositaries as the directors may by resolution direct. He shall prepare and maintain adequate accounting records.
He shall manage the Corporation’s financial information systems and shall provide financial information and data to the directors
of the Corporation. He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other
powers and duties as may from time to time be assigned to him by resolution of the directors or as are incident to his office. He may
be required to give such bond for the faithful performance of his duties as the directors in their uncontrolled discretion may require
and no director shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason
of the failure of the Corporation to receive any indemnity thereby provided. If the Corporation should appoint both a Treasurer and a
Controller, their respective duties shall be allocated between them in such manner as the directors or the Chief Executive Officer may
determine.
XXXII. Compliance
Officer. Subject to the provisions of any resolution of the directors, the Compliance Officer shall have the responsibility for ensuring
that the Corporation complies with all rules and regulations of any statutory or regulatory body or similar authority having jurisdiction
over the Corporation or any organization of which the Corporation is a member, including any stock exchange, securities exchange or commodities
exchange. He shall advise the Corporation of the requirements of such entities and shall assist the directors in the development of policies
to ensure compliance therewith. He shall prepare and maintain adequate records to comply with the requirements of any such institution
or organization and he shall sign such contracts, documents or instruments in writing as require his signature and shall have such other
powers and duties as may from time to time be assigned to him by resolution of the directors or as are incident to his office.
XXXIII. Assistant
Secretary and Assistant Treasurer. The Assistant Secretary or, if more than one, the Assistant Secretaries in order of seniority,
and the Assistant Treasurer or, if more than one, the Assistant Treasurers in order of seniority, shall perform all the duties of the
Secretary and Treasurer, respectively, in the absence or inability to act of the Secretary or Treasurer, as the case may be. The Assistant
Secretary or Assistant Secretaries, if more than one, and the Assistant Treasurer or Assistant Treasurers, if more than one, shall sign
such contracts, documents or instruments in writing as require his or their signatures, respectively, and shall have such other powers
and duties as may from time to time be assigned to them by resolution of the directors.
XXXIV. Managing
Director. The directors may from time to time appoint from their number a Managing Director who is a resident Canadian and may delegate
to the Managing Director any of the powers of the directors subject to the limits on authority provided by subsection 127(3) of the
Act. A Managing Director shall conform to all lawful orders given to him by the directors of the Corporation and shall at all reasonable
times give to the directors or any of them all information they may require regarding the affairs of the Corporation. Any agent or employee
appointed by a Managing Director shall be subject to discharge by the directors.
XXXV. Vacancies.
If the office of Chairman of the Board, President, Vice-President, Secretary, Assistant Secretary, Treasurer, Controller, Assistant Treasurer,
Compliance Officer, or any other office created by the directors pursuant to paragraph 23 hereof shall be or become vacant by reason of
death, resignation or in any other manner whatsoever, the directors shall in the case of the President or the Secretary and may in the
case of the other officers appoint an officer to fill such vacancy.
SHAREHOLDERS’ MEETINGS
XXXVI. Annual
or special meetings. The directors of the Corporation,
| A. | shall call an annual meeting of shareholders not later than 18 months after holding the last preceding
annual meeting; and |
| B. | may at any time call a special meeting of shareholders. |
XXXVII. Place of meetings. Subject to the articles, a meeting of the shareholders of the Corporation may be held at such place in or
outside Ontario as the directors may determine or, in the absence of such a determination, at the place where the registered office
of the Corporation is located.
XXXVIII. Meeting
by Electronic Means. A meeting of the shareholders may be held by telephonic or electronic means and a shareholder who, through those
means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of the Act to be present
at the meeting. A meeting held by telephonic or electronic means shall be deemed to be held at the place where the registered office of
the Corporation is located.
XXXIX. Notice.
A notice stating the day, hour and place of meeting and, if special business is to be transacted thereat, stating (or accompanied by a
statement of) (i) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon,
and (ii) the text of any special resolution or by-law to be submitted to the meeting, shall be served by sending such notice to each
person who is entitled to notice of such meeting and who on the record date for notice appears on the records of the Corporation or its
transfer agent as a shareholder entitled to vote at the meeting and to each director of the Corporation and to the auditor of the Corporation
by prepaid mail not less than 21 days and not more than 50 days (exclusive of the day of mailing and of the day for which notice is given)
before the date (if the Corporation is an offering corporation as such term is defined in the Act) or not less than 10 days before the
date (if the Corporation is not an offering corporation) of every meeting addressed to the latest address of each such person as shown
in the records of the Corporation or its transfer agent, or if no address is shown therein, then to the last address of each such person
known to the Secretary; provided that a meeting of shareholders may be held for any purpose at any date and time and at any place without
notice if all the shareholders and other persons entitled to notice of such meeting are present in person or represented by proxy at the
meeting (except where the shareholder or such other person attends the meeting for the express purpose of objecting to the transaction
of any business on the grounds that the meeting is not lawfully called) or if all the shareholders and other persons entitled to notice
of such meeting and not present in person nor represented by proxy thereat waive notice of the meeting. Notice of any meeting of shareholders
or the time for the giving of any such notice or any irregularity in any such meeting or in the notice thereof may be waived in any manner
by any shareholder, the duly appointed proxy of any shareholder, any director or the auditor of the Corporation and any other person entitled
to attend a meeting of shareholders, and any such waiver may be validly given either before or after the meeting to which such waiver
relates.
The auditor of the Corporation
is entitled to attend any meeting of shareholders of the Corporation and to receive all notices and other communications relating to any
such meeting that a shareholder is entitled to receive.
XL. Omission
of notice. The accidental omission to give notice of any meeting to or the non-receipt of any notice by any person shall not invalidate
any resolution passed or any proceeding taken at any meeting of shareholders.
XLI. Record
dates for notice of meetings. Subject to subsection 95(4) of the Act, the directors may fix in advance the date as the record
date for the determination of shareholders entitled to receive notice of a meeting of shareholders, but such record date shall not precede
by more than 60 days or by less than 30 days the date on which the meeting is to be held.
If no record date is fixed,
the record date for the determination of the shareholders entitled to receive notice of a meeting of the shareholders shall be
| 1. | at the close of business on the day immediately preceding the day on which notice is given; or |
| 2. | if no notice is given, the day on which the meeting is held. |
XLII. Votes.
Every question submitted to any meeting of shareholders shall be decided in the first instance on a show of hands and in case of an equality
of votes the chairman of the meeting shall neither on a show of hands nor on a ballot have a second or casting vote in addition to the
vote or votes to which he may be entitled as a shareholder or proxy nominee.
At any meeting, unless a ballot
is demanded by a shareholder or proxyholder entitled to vote at the meeting, either before or after any vote by a show of hands, a declaration
by the chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried
by a particular majority shall be evidence of the fact without proof of the number or proportion of votes recorded in favour of or against
the motion.
In the absence of the Chairman
of the Board (if any), the President and any Vice-President who is a director, the shareholders present entitled to vote shall choose
another director as chairman of the meeting and if no director is present or if all the directors decline to take the chair then the shareholders
present shall choose one of their number to be chairman.
If at any meeting a ballot is
demanded on the election of a chairman or on the question of adjournment or termination, the ballot shall be taken forthwith without adjournment.
If a ballot is demanded on any other question or as to the election of directors, the ballot shall be taken in such manner and either
at once or later at the meeting or after adjournment as the chairman of the meeting directs. The result of a ballot shall be deemed to
be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be made either before or after any vote by
a show of hands and may be withdrawn.
Where two or more persons hold
the same share or shares jointly, any one of such persons present at a meeting of shareholders has the right, in the absence of the other
or others, to vote in respect of such share or shares, but if more than one of such persons are present or represented by proxy and vote,
they shall vote together as one on the share or shares jointly held by them.
XLIII. Proxies.
Votes at meetings of the shareholders may be given either personally or by proxy. At every meeting at which he is entitled to vote, every
shareholder present in person and every proxyholder shall have one vote on a show of hands. Upon a poll at which he is entitled to vote
every shareholder present in person or by proxy shall (subject to the Corporation’s articles) have one vote for every share registered
in his name.
Every shareholder, including
a shareholder that is a body corporate, entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or
proxyholders or one or more alternate proxyholders, who need not be shareholders, as his nominee to attend and act at the meeting in the
manner, to the extent and with the authority conferred by the proxy.
A proxy shall be in written
or printed format or a format generated by telephonic or electronic means and becomes a proxy when completed and signed in writing or
by electronic signature by the shareholder or his attorney authorized by a document that is signed in writing or by electronic signature
or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized. If a proxy or document authorizing an attorney
is signed by electronic signature, the means of electronic signature shall permit a reliable determination that the proxy or document
was created or communicated by or on behalf of the shareholder or the attorney, as the case may be. If the Corporation is an “offering
corporation” as defined in paragraph 1(1) of the Act, any such proxy appointing a proxyholder to attend and act at a meeting
or meetings of shareholders ceases to be valid one year from its date.
An instrument appointing a proxyholder
may be in the following form or in any other form which complies with the regulations made under the Act:
“The undersigned shareholder
of CELESTICA INC. hereby appoints of ,
whom failing, ,
of
as the nominee of the undersigned to attend and act for and on behalf of the undersigned at the meeting of the shareholders of the said
Corporation to be held on the day of ,
and at any adjournment thereof in the same manner, to the same extent and with the same power as if the undersigned were
present, either personally or by telephonic or electronic means, at the said meeting or such adjournment thereof.
| Dated the day of , . |
|
| |
|
| |
|
| |
Signature
of Shareholder |
This form of proxy must be signed in writing or by electronic signature
by a shareholder or his attorney authorized by a document that is signed in writing or by electronic signature or, if the shareholder
is a body corporate, by an officer or attorney thereof duly authorized.”
The directors may from time
to time pass regulations regarding the lodging of instruments appointing a proxyholder at some place or places other than the place at
which a meeting or adjourned meeting of shareholders is to be held and for particulars of such instruments to be telegraphed, cabled,
telexed, sent in writing or otherwise communicated by electronic means that produces a written copy before the meeting or adjourned meeting
to the Corporation or any agent of the Corporation appointed for the purpose of receiving such particulars and providing that instruments
appointing a proxyholder so lodged may be voted upon as though the instruments themselves were produced at the meeting or adjourned meeting
and votes given in accordance with such regulations shall be valid and shall be counted. The chairman of the meeting of shareholders may,
subject to any regulations made as aforesaid, in his discretion accept telegraphic, telex, cable or written communication, or electronic
communication that produces a written copy, as to the authority of anyone claiming to vote on behalf of and to represent a shareholder
notwithstanding that no instrument of proxy conferring such authority has been lodged with the Corporation, and any votes given in accordance
with such telegraphic, telex, cable, written or electronic communication accepted by the chairman of the meeting shall be valid and shall
be counted.
XLIV. Adjournment.
The chairman of the meeting may with the consent of the meeting adjourn any meeting of shareholders from time to time to a fixed time
and place and if the meeting is adjourned for less than 30 days, no notice of the time and place for the holding of the adjourned meeting
need be given to any shareholder, other than by announcement at the earliest meeting that is adjourned. If a meeting of shareholders is
adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original
meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than 90 days, section 111 of the Act
does not apply. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is
present thereat. The persons who formed a quorum at the original meeting are not required to form a quorum at the adjourned meeting. If
there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.
Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original
meeting in accordance with the notice calling the same.
XLV. Quorum.
Two persons present and each holding or representing by proxy at least one issued share of the Corporation shall be a quorum of any meeting
of shareholders for the choice of a chairman of the meeting and for the adjournment of the meeting to a fixed time and place but may not
transact any other business; for all other purposes a quorum for any meeting shall be persons present not being less than two in number
and holding or representing by proxy not less than 35% of the total number of the issued shares of the Corporation for the time being
enjoying voting rights at such meeting. If a quorum is present at the opening of a meeting of shareholders, the shareholders present may
proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.
Notwithstanding the foregoing,
if the Corporation has only one shareholder, or only one shareholder of any class or series of shares, the shareholder present in person
or by proxy constitutes a meeting and a quorum for such meeting.
SHARES AND TRANSFERS
XLVI. Issuance.
Subject to the articles of the Corporation, shares in the Corporation may be issued at such time and issued to such persons and for such
consideration as the directors may determine.
XLVII. Security
certificates. Shares issued by the Corporation may be represented by a security certificate or may be an uncertificated security.
Security certificates (and the form of transfer power on the reverse side thereof) shall (subject to compliance with section 56 of the
Act) be in such form as the directors may from time to time by resolution approve and, subject to subsection 55(3) of the Act, such
certificates shall be signed manually by at least one director or officer of the Corporation or by or on behalf of a registrar, transfer
agent, branch transfer agent or issuing or other authenticating agent of the Corporation, or by a trustee who certifies it in accordance
with a trust indenture, and any additional signatures required on a security certificate may be printed or otherwise mechanically reproduced
thereon. Notwithstanding any change in the persons holding an office between the time of actual signing and the issuance of any certificate
and notwithstanding that a person signing may not have held office at the date of issuance of such certificate, any such certificate so
signed shall be valid and binding upon the Corporation.
XLVIII. Transfer
agents. For each class of securities and warrants issued by the Corporation, the directors may from time to time by resolution appoint
or remove,
| A. | a trustee, transfer agent or other agent to keep the securities register and the register of transfer
and one or more persons or agents to keep branch registers; and |
| B. | a registrar, trustee or agent to maintain a record of issued security certificates, uncertificated securities
and warrants, |
and, subject to section 48 of the Act, one person may be appointed
for the purposes of both clauses (a) and (b) in respect of all securities and warrants of the Corporation or any class or classes
thereof.
XLIX. Transfer
of Securities. Subject to the Act, and other applicable law relating to the transfer of securities, no transfer of a security issued
by the Corporation shall be recorded or registered unless and until
| A. | in the case of a security other than an uncertificated security, (i) the security certificate representing
the security to be transferred has been surrendered and cancelled, or (ii) if no security certificate has been issued by the Corporation
in respect of such share, a duly executed security transfer power in respect thereof has been presented for registration; |
| B. | in the case of an uncertificated security, an instruction in accordance with applicable law relating to
the transfer of securities is presented; and |
| C. | other reasonable requirements of the Corporation which are in compliance with the Act and other applicable
law are satisfied. |
L. Defaced,
destroyed, stolen or lost security certificates. In case of the defacement, destruction, theft or loss of a security certificate,
the fact of such defacement, destruction, theft or loss shall be reported by the owner to the Corporation or to an agent of the Corporation
(if any) acting on behalf of the Corporation, with a statement verified by oath or statutory declaration as to the defacement, destruction,
theft or loss and the circumstances concerning the same and with a request for the issuance of a new security certificate to replace the
one so defaced, destroyed, stolen or lost. Upon the giving to the Corporation (or, if there be an agent, hereinafter in this paragraph
referred to as the “Corporation’s agent”, then to the Corporation and the Corporation’s agent) of an indemnity
bond of a surety company in such form as is approved by the directors or by the Chairman of the Board (if any), the President, a Vice-President,
the Secretary or the Treasurer of the Corporation, indemnifying the Corporation (and the Corporation’s agent, if any) against all
loss, damage and expense, which the Corporation and/or the Corporation’s agent may suffer or be liable for by reason of the issuance
of a new security certificate to such shareholder, and provided the Corporation or the Corporation’s agent does not have notice
that the security has been acquired by a bona fide purchaser, a new security certificate may be issued in replacement of the one defaced,
destroyed, stolen or lost, if such issuance is ordered and authorized by any one of the Chairman of the Board (if any), the President,
a Vice-President, the Secretary or the Treasurer of the Corporation or by resolution of the directors.
DIVIDENDS
LI. The
directors may from time to time by resolution declare and the Corporation may pay dividends on its issued shares, subject to the provisions
(if any) of the Corporation’s articles.
The directors shall not declare
and the Corporation shall not pay a dividend if there are reasonable grounds for believing that:
| A. | the Corporation is, or, after the payment, would be unable to pay its liabilities as they become due;
or |
| B. | the realizable value of the Corporation’s assets would thereby be less than the aggregate of its
liabilities and stated capital of all classes. |
The directors may declare and
the Corporation may pay a dividend by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of
the Corporation and, subject to section 38 of the Act, the Corporation may pay a dividend in money or property.
LII. In
case several persons are registered as the joint holders of any securities of the Corporation, any one of such persons may give effectual
receipts for all dividends and payments on account of dividends, principal, interest and/or redemption payments on redemption of securities
(if any) subject to redemption in respect of such securities.
RECORD DATES
LIII. Subject
to subsection 95(4) of the Act, the directors may fix in advance a date as the record date for the determination of shareholders
(i) entitled to receive payment of a dividend, (ii) entitled to participate in a liquidation or distribution, or (iii) for
any other purpose except the right to receive notice of or to vote at a meeting of shareholders, but such record date shall not precede
by more than 50 days the particular action to be taken.
If no record date is fixed,
the record date for the determination of shareholders for any purpose, other than to establish a record date for the determination of
shareholders entitled to receive notice of a meeting of shareholders or to vote, shall be the close of business on the day on which the
directors pass the resolution relating thereto.
VOTING SECURITIES IN OTHER ISSUERS
LIV. All
securities of any other body corporate or issuer of securities carrying voting rights held from time to time by the Corporation may be
voted at all meetings of shareholders, bondholders, debenture holders or holders of such securities, as the case may be, of such other
body corporate or issuer and in such manner and by such person or persons as the directors of the Corporation shall from time to time
determine and authorize by resolution. The duly authorized signing officers of the Corporation may also from time to time execute and
deliver for and on behalf of the Corporation proxies and/or arrange for the issuance of voting certificates and/or other evidence of the
right to vote in such names as they may determine without the necessity of a resolution or other action by the directors.
NOTICES, ETC.
LV. Service.
Any notice or other document required to be given or sent by the Corporation to any shareholder or director of the Corporation shall be
delivered personally or sent by prepaid mail or by telegram, telex or other electronic means that produces a written copy addressed to:
| A. | the shareholder at his latest address as shown on the records of the Corporation or its transfer agent;
and |
| B. | the director at his latest address as shown in the records of the Corporation or in the last notice filed
under the Corporations Information Act, whichever is the more current. |
With respect to every notice or other document
sent by prepaid mail it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly
addressed and put into a post office or into a post office letter box and shall be deemed to be received by the addressee on the fifth
day after mailing.
LVI. If
the Corporation sends a notice or document to a shareholder and the notice or document is returned on three consecutive occasions because
the shareholder cannot be found, the Corporation is not required to send any further notices or documents to the shareholder until he
informs the Corporation in writing of his new address.
LVII. Shares
registered in more than one name. All notices or other documents shall, with respect to any shares in the capital of the Corporation
registered in more than one name, be given to whichever of such persons is named first in the records of the Corporation and any notice
or other document so given shall be sufficient notice or delivery of such document to all the holders of such shares.
LVIII. Persons
becoming entitled by operation of law. Every person who by operation of law, transfer or by any other means whatsoever shall become
entitled to any shares in the capital of the Corporation shall be bound by every notice or other document in respect of such shares which
prior to his name and address being entered on the records of the Corporation shall have been duly given to the person or persons from
whom he derives his title to such shares.
LIX. Deceased
shareholder. Any notice or other document delivered or sent by post or left at the address of any shareholder as the same appears
in the records of the Corporation shall, notwithstanding that such shareholder be then deceased and whether or not the Corporation has
notice of his death, be deemed to have been duly served in respect of the shares held by such shareholder (whether held solely or with
other persons) until some other person be entered in his stead in the records of the Corporation as the holder or one of the holders thereof
and such service shall for all purposes be deemed a sufficient service of such notice or other document on his heirs, executors or administrators
and all persons (if any) interested with him in such shares.
LX. Signatures
to notices. The signature of any director or officer of the Corporation to any notice may be written, printed or otherwise mechanically
reproduced.
LXI. Computation
of time. Where a given number of days’ notice or notice extending over any period is required to be given under any provisions
of the articles or by-laws of the Corporation, the day of service, posting or other communication of the notice shall not be counted in
such number of days or other period, and such number of days or other period shall commence on the day following the day of service, posting
or other communication of the notice and shall terminate at midnight of the last day of the period except that if the last day of the
period falls on a Sunday or holiday the period shall terminate at midnight of the day next following that is not a Sunday or holiday.
LXII. Proof
of service. A certificate of any officer of the Corporation in office at the time of the making of the certificate or of an agent
of the Corporation as to facts in relation to the mailing or delivery or service of any notice or other documents to any shareholder,
director, officer or auditor or publication of any notice or other document shall be conclusive evidence thereof and shall be binding
on every shareholder, director, officer or auditor of the Corporation, as the case may be.
CHEQUES, DRAFTS, NOTES, ETC.
LXIII. All
cheques, drafts or orders for the payment of money and all notes, acceptances and bills of exchange shall be signed by such officer or
officers or other person or persons, whether or not officers of the Corporation, and in such manner as the directors may from time to
time designate by resolution.
CUSTODY OF SECURITIES
LXIV. All
securities (including warrants) owned by the Corporation shall be lodged (in the name of the Corporation) with a chartered bank or a trust
company or in a safe or safety deposit box or, if so authorized by resolution of the directors, with such other depositaries or in such
other manner as may be determined from time to time by the directors.
All securities (including warrants)
belonging to the Corporation may be issued and held in the name of a nominee or nominees of the Corporation (and if issued or held in
the names of more than one nominee shall be held in the names of the nominees jointly with the right of survivorship) and shall be endorsed
in blank with endorsement guaranteed in order to enable transfer thereof to be completed and registration thereof to be effected.
EXECUTION OF CONTRACTS, ETC.
LXV. Contracts,
documents or instruments in writing requiring the signature of the Corporation may be signed by any director or officer and all contracts,
documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The
directors are authorized from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of
the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments
in writing.
The corporate seal, if any,
of the Corporation may, when required, be affixed to contracts, documents or instruments in writing signed as aforesaid or by an officer
or officers, person or persons appointed as aforesaid by resolution of the board of directors.
The term “contracts, documents
or instruments in writing” as used in this by-law shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and
assignments of property, real or personal, immovable or movable, powers of attorney, agreements, releases, receipts and discharges for
the payment of money or other obligations, conveyances, transfers and assignments of securities and all paper writings.
In particular, without limiting
the generality of the foregoing, any director or officer is authorized to sell, assign, transfer, exchange, convert or convey all securities
owned by or registered in the name of the Corporation and to sign and execute (under the seal of the Corporation or otherwise) all assignments,
transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring,
exchanging, converting or conveying any such securities.
The signature or signatures
of any such officer or director of the Corporation and/or of any other officer or officers, person or persons appointed as aforesaid by
resolution of the directors may, if specifically authorized by resolution of the directors, be printed, engraved, lithographed or otherwise
mechanically reproduced upon all contracts, documents or instruments in writing or bonds, debentures or other securities of the Corporation
executed or issued by or on behalf of the Corporation and all contracts, documents or instruments in writing or securities of the Corporation
on which the signature or signatures of any of the foregoing officers, directors or persons shall be so reproduced, by authorization by
resolution of the directors, shall be deemed to have been manually signed by such officers, directors or persons whose signature or signatures
is or are so reproduced and shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that
the officers, directors or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of
the delivery or issue of such contracts, documents or instruments in writing or securities of the Corporation.
FINANCIAL YEAR
LXVI. The
financial year of the Corporation shall terminate on such day in each year as the board of directors may from time to time by resolution
determine.
PASSED by the directors of the Corporation on January 31,
2001, and amended by the directors of the Corporation on August 1, 2007 and, October 25, 2007 and
September 3, 2023.
Exhibit 99.3
CELESTICA INC.
BY-LAW 1
A by-law relating generally
to the conduct of the affairs of CELESTICA INC.
BE IT ENACTED AND IT IS HEREBY
ENACTED as a by-law of CELESTICA INC. (hereinafter called the “Corporation”) as follows:
DEFINITIONS
I. In
this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:
| A. | “Act” means the Business Corporations Act, R.S.O. 1990, c. B.16, as from time
to time amended, and every statute that may be substituted therefor and, in the case of such amendment or substitution, any reference
in the by-laws of the Corporation shall be read as referring to the amended or substituted provisions; |
| B. | “by-law” means any by-law of the Corporation from time to time in force and effect; |
| C. | all terms contained in the by-laws which are defined in the Act shall have the meanings given to such
terms in the Act; |
| D. | words importing the singular number only shall include the plural and vice versa; words importing
the masculine gender shall include the feminine and neuter genders; and |
| E. | the headings used in the by-laws are inserted for reference purposes only and are not to be considered
or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect
of any such terms or provisions. |
REGISTERED OFFICE
II. The
Corporation may from time to time (i) by resolution of the directors change the address of the registered office of the Corporation
within the municipality or geographic township within Ontario specified in its articles, and (ii) by special resolution, change the
municipality or geographic township within Ontario in which its registered office is situated.
SEAL
III. The
Corporation may, but need not, have a corporate seal. An instrument or agreement executed on behalf of the Corporation by a director,
an officer or an agent of the Corporation is not invalid merely because the corporate seal, if any, is not affixed thereto.
DIRECTORS
IV. Number
and powers. The number of directors, or the minimum and maximum number of directors of the Corporation, is set out in the articles
of the Corporation. The directors shall manage or supervise the management of the business and affairs of the Corporation and may exercise
all such powers and do all such acts and things as may be exercised or done by the Corporation and are not by the Act, the articles, the
by-laws, any special resolution of the Corporation, or by statute expressly directed or required to be done in some other manner.
Notwithstanding any vacancy
among the directors, the remaining directors may exercise all the powers of the directors so long as a quorum of the directors remains
in office.
Subject to subsections 124(1),
(2), (4) and (5) of the Act and to the Corporation’s articles, where there is a quorum of directors in office and a vacancy
occurs, the directors remaining in office may appoint a qualified person to hold office for the unexpired term of his predecessor.
V. Duties.
Every director and officer of the Corporation in exercising his powers and discharging his duties to the Corporation shall:
| A. | act honestly and in good faith with a view to the best interests of the Corporation; and |
| B. | exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. |
Every director and officer of
the Corporation shall comply with the Act, the regulations thereunder, the Corporation’s articles and by-laws and any unanimous
shareholder agreement.
VI. Qualification.
Every director shall be an individual 18 or more years of age and no one who is of unsound mind and has been so found by a court in Canada
or elsewhere or who has the status of a bankrupt shall be a director.
VII. Term
of office. A director’s term of office (subject to the provisions, if any, of the Corporation’s articles, and subject
to his election for an expressly stated term) shall be from the date of the meeting at which he is elected or appointed until the close
of the annual meeting of shareholders next following his election or appointment or until his successor is elected or appointed.
VIII. Vacation
of office. The office of a director shall be vacated if:
| A. | he dies or, subject to subsection 119(2) of the Act, sends to the Corporation a written resignation
and such resignation, if not effective upon receipt by the Corporation, becomes effective in accordance with its terms; |
| B. | he is removed from office; |
| C. | he becomes bankrupt; or |
| D. | he is found by a court in Canada or elsewhere to be of unsound mind. |
IX. Election
and removal. Directors shall be elected by the shareholders by ordinary resolution on a show of hands, or by ballot if a ballot is
demanded. Except for those directors elected for an expressly stated term, all the directors then in office shall cease to hold office
at the close of the meeting of shareholders at which directors are to be elected but, if qualified, are eligible for re-election. Subject
to subsection 122(2) of the Act, the shareholders of the Corporation may by ordinary resolution at an annual or special meeting remove
any director before the expiration of his term of office and may, by a majority of the votes cast at the meeting, elect any person in
his stead for the remainder of his term.
Whenever at any election of
directors of the Corporation the number or the minimum number of directors required by the articles is not elected by reason of the disqualification,
incapacity or the death of any candidates, the directors elected at that meeting may exercise all the powers of the directors if the number
of directors so elected constitutes a quorum pending the holding of a meeting of shareholders in accordance with subsection 124(3) of
the Act.
A retiring director shall cease
to hold office at the close of the meeting at which his successor is elected unless such meeting was called for the purpose of removing
him from office as a director in which case the director so removed shall vacate office forthwith upon the passing of the resolution for
his removal.
X. Validity
of acts. An act done by a director or by an officer is not invalid by reason only of any defect that is thereafter discovered in his
appointment, election or qualification.
MEETINGS OF DIRECTORS
XI. Place
of meeting. Meetings of directors and of any committee of directors may be held at any place within or outside Ontario and in any
financial year a majority of the meetings of the board of directors need not be held at a place within Canada. A meeting of directors
may be convened by the Chairman of the Board (if any), the President or any director at any time and the Secretary shall upon direction
of any of the foregoing convene a meeting of directors. A quorum of the directors may, at any time, call a meeting of the directors for
the transaction of any business the general nature of which is specified in the notice calling the meeting.
XII. Notice.
Notice of the time and place for the holding of any such meeting shall be sent to each director not less than two days (exclusive of the
day on which the notice is sent but inclusive of the day for which notice is given) before the date of the meeting; provided that meetings
of the directors or of any committee of directors may be held at any time without formal notice if all the directors are present (except
where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting
is not lawfully called) or if all the absent directors have waived notice.
Notice of the time and place
for the holding of any meeting of directors or any committee of directors may be given by delivery, telegraph, cable, telex or other electronic
means that produces a written copy.
For the first meeting of directors
to be held following the election of directors at an annual or special meeting of the shareholders or for a meeting of directors at which
a director is appointed to fill a vacancy in the board, no notice of such meeting need be given to the newly elected or appointed director
or directors in order for the meeting to be duly constituted, provided a quorum of the directors is present.
XIII. Waiver
of notice. Notice of a meeting of directors or of any committee of directors or any irregularity in a meeting or in the notice thereof
may be waived in any manner by any director and such waiver may be validly given either before or after the meeting to which such waiver
relates. Attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting
for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
XIV. Telephone
participation. Where all the directors of the Corporation present at or participating in the meeting consent thereto (either before
or after the meeting), a director may participate in a meeting of directors or of any committee of directors by means of such telephone,
electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously
and instantaneously, and a director participating in a meeting by such means shall be deemed for the purposes of the Act to be present
at that meeting. If the majority of the directors participating in the meeting are then in Canada, the meeting shall be deemed to be held
in Canada.
XV. Adjournment.
Any meeting of directors or of any committee of directors may be adjourned from time to time by the chairman of the meeting, with the
consent of the meeting, to a fixed time and place and no notice of the time and place for the holding of the adjourned meeting need be
given to any director if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall
be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The directors who formed
a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned
meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.
XVI. Quorum
and voting. A majority of the number of directors or minimum number of directors required by the articles shall constitute a quorum
for the transaction of business. Subject to subsection 124(1) and subsection 126(7) of the Act, no business shall be transacted
by the directors except at a meeting of directors at which a quorum is present. Questions arising at any meeting of directors shall be
decided by a majority of votes. In case of an equality of votes, the chairman of the meeting in addition to his original vote shall not
have a second or casting vote.
COMMITTEES OF DIRECTORS
XVII. General.
The directors may from time to time appoint from their number a committee of directors and may delegate to such committee any of the powers
of the directors, except that no such committee shall have the authority to:
| A. | submit to the shareholders any question or matter requiring the approval of the shareholders; |
| B. | fill a vacancy among the directors or in the office of auditor or appoint or remove any of the chief executive
officer, however designated, the chief financial officer, however designated, the chairman or the president of the Corporation; |
| C. | subject to section 184 of the Act, issue securities except in the manner and on the terms authorized by
the directors; |
| E. | purchase, redeem or otherwise acquire shares issued by the Corporation; |
| F. | pay a commission referred to in section 37 of the Act; |
| G. | approve a management information circular referred to in Part VIII of the Act; |
| H. | approve a takeover bid circular, directors’ circular or issuer bid circular referred to in Part XX
of the Securities Act; |
| I. | approve any financial statements referred to in clause 154(1)(b) of the Act and Part XVIII of
the Securities Act; |
| J. | approve an amalgamation under section 177 or an amendment to the articles under subsection 168(2) or
(4) of the Act; or |
| K. | adopt, amend or repeal by-laws. |
XVIII. Audit
committee. The board of directors shall elect annually from among their number an audit committee to be composed of not fewer than
three directors, a majority of whom are not officers or employees of the Corporation or any of its affiliates, to hold office until the
next annual meeting of the shareholders.
Each member of the audit committee
shall serve during the pleasure of the board of directors and, in any event, only so long as he shall be a director. The directors may
fill vacancies in the audit committee by election from among their number.
The audit committee shall have
power to fix its quorum at not less than a majority of its members and to determine its own rules of procedure subject to any regulations
imposed by the board of directors from time to time and to the following paragraph.
The auditor of the Corporation
is entitled to receive notice of every meeting of the audit committee and, at the expense of the Corporation, to attend and be heard thereat;
and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of
the auditor. The auditor of the Corporation or any member of the audit committee may call a meeting of the committee.
The audit committee shall review
the financial statements of the Corporation and shall report thereon to the board of directors of the Corporation prior to approval thereof
by the board of directors and shall have such other powers and duties as may from time to time by resolution be assigned to it by the
board.
REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES
XIX. The
remuneration to be paid to the directors of the Corporation shall be such as the directors shall from time to time by resolution determine
and such remuneration shall be in addition to the salary paid to any officer or employee of the Corporation who is also a director. The
directors may also by resolution award special remuneration to any director in undertaking any special services on the Corporation’s
behalf other than the normal work ordinarily required of a director of a corporation. The confirmation of any such resolution or resolutions
by the shareholders shall not be required. The directors may fix the remuneration of the officers and employees of the Corporation. The
directors, officers and employees shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection
with the affairs of the Corporation.
SUBMISSION OF CONTRACTS OR TRANSACTIONS TO
SHAREHOLDERS FOR APPROVAL
XX. The
directors in their discretion may submit any contract, act or transaction for approval, ratification or confirmation at any meeting of
the shareholders called for the purpose of considering the same and any contract, act or transaction that shall be approved, ratified
or confirmed by resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement
is imposed by the Act or by the Corporation’s articles or by-laws) shall be as valid and as binding upon the Corporation and upon
all the shareholders as though it had been approved, ratified and/or confirmed by every shareholder of the Corporation.
FOR THE PROTECTION OF DIRECTORS AND OFFICERS
XXI. No
director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director
or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense suffered or incurred by
the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the
Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation
shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm
or corporation including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited
or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities
or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of
the duties of his respective office of trust or in relation thereto, unless the same shall happen by or through his failure to exercise
the powers and to discharge the duties of his office honestly and in good faith with a view to the best interests of the Corporation,
and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances,
provided that nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or regulations
made thereunder or relieve him from liability for a breach thereof. The directors for the time being of the Corporation shall not be under
any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on
behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the board of directors. If any director
or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer
or shall be a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for
the Corporation, the fact of his being a shareholder, director or officer of the Corporation shall not disentitle such director or officer
or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.
INDEMNITIES TO DIRECTORS AND OTHERS
XXII. Subject
to the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation
or a person who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity,
of another entity, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle
an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal, administrative, investigative or other
proceeding in which the individual is involved because of that association with the Corporation or other entity, if he acted honestly
and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity
for which he acted as a director or officer or in a similar capacity at the Corporation’s request.
The Corporation may advance
money to a director, officer or other person for the costs, charges and expenses of a proceeding referred to above, but the person shall
repay the money if the person does not fulfil the conditions set forth above.
The Corporation is hereby authorized
to execute agreements evidencing its indemnity in favour of the foregoing persons to the full extent permitted by law.
OFFICERS
XXIII. Appointment
of officers. The directors may annually or as often as may be required appoint a President and a Secretary and if deemed advisable
may annually or as often as may be required appoint a Chairman of the Board, one or more Vice-Presidents, a Treasurer and one or more
Assistant Secretaries and/or one or more Assistant Treasurers. None of such officers, except the Chairman of the Board, need be a director
of the Corporation. Any director may be appointed to any office of the Corporation. Two or more of such offices may be held by the same
person. In case and whenever the same person holds the offices of Secretary and Treasurer he may but need not be known as the Secretary-Treasurer.
The directors may from time to time appoint such other officers, employees and agents as they shall deem necessary who shall have such
authority and shall perform such functions and duties as may from time to time be prescribed by resolution of the directors.
XXIV. Removal
of officers, etc. All officers, employees and agents, in the absence of agreement to the contrary, shall be subject to removal
by resolution of the directors at any time, with or without cause.
XXV. Duties
of officers may be delegated. In case of the absence or inability or refusal to act of any officer of the Corporation or for any other
reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer
or to any director for the time being.
XXVI. Chairman
of the Board. The Chairman of the Board shall, when present, preside at all meetings of the directors, any committee of the directors
and shareholders, shall sign such documents as may require his signature in accordance with the by-laws of the Corporation and shall have
such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the directors or as
are incidental to his office.
XXVII. President.
In the absence of the Chairman of the Board, and if the President is also a director of the Corporation, the President shall, when present,
preside at all meetings of the directors, any committee of the directors and shareholders; he shall sign such contracts, documents or
instruments in writing as require his signature and shall have such other powers and shall perform such other duties as may from time
to time be assigned to him by resolution of the directors or as are incidental to his office.
XXVIII. Chief
Executive Officer. The Chief Executive Officer shall exercise general supervision over the business and affairs of the Corporation.
The position of Chief Executive Officer may be held by any officer or director of the Corporation, or other individual, in each case appointed
by the directors. The Chief Executive Officer shall sign such contracts, documents or instruments in writing as require his signature
and shall have such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the
directors or as are incidental to his office.
XXIX. Vice-President.
The Vice-President or, if more than one, the Vice-Presidents in order of seniority, shall be vested with all the powers and shall perform
all the duties of the President in the absence or inability or refusal to act of the President; provided, however, that a Vice-President
who is not a director shall not preside as chairman at any meeting of directors or shareholders. The Vice-President or, if more than one,
the Vice-Presidents in order of seniority, shall sign such contracts, documents or instruments in writing as require his or their signatures
and shall also have such other powers and duties as may from time to time be assigned to him or them by resolution of the directors or
by the Chief Executive Officer or as are incidental to his office.
XXX. Secretary.
The Secretary shall give or cause to be given notices for all meetings of the directors, any committee of the directors and shareholders
when directed to do so and shall have charge of the minute books of the Corporation and, subject to the provisions of paragraph 45 hereof,
of the documents and registers referred to in subsections 140(1) and (2) of the Act. He shall sign such contracts, documents
or instruments in writing as require his signature and shall have such other powers and duties as may from time to time be assigned to
him by resolution of the directors or as are incidental to his office.
XXXI. Treasurer/Controller.
Subject to the provisions of any resolution of the directors, the Treasurer or the Controller shall have the care and custody of all the
funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such bank or banks or with such other
depositary or depositaries as the directors may by resolution direct. He shall prepare and maintain adequate accounting records. He shall
manage the Corporation’s financial information systems and shall provide financial information and data to the directors of the
Corporation. He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers
and duties as may from time to time be assigned to him by resolution of the directors or as are incident to his office. He may be required
to give such bond for the faithful performance of his duties as the directors in their uncontrolled discretion may require and no director
shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure
of the Corporation to receive any indemnity thereby provided. If the Corporation should appoint both a Treasurer and a Controller, their
respective duties shall be allocated between them in such manner as the directors or the Chief Executive Officer may determine.
XXXII. Compliance
Officer. Subject to the provisions of any resolution of the directors, the Compliance Officer shall have the responsibility for ensuring
that the Corporation complies with all rules and regulations of any statutory or regulatory body or similar authority having jurisdiction
over the Corporation or any organization of which the Corporation is a member, including any stock exchange, securities exchange or commodities
exchange. He shall advise the Corporation of the requirements of such entities and shall assist the directors in the development of policies
to ensure compliance therewith. He shall prepare and maintain adequate records to comply with the requirements of any such institution
or organization and he shall sign such contracts, documents or instruments in writing as require his signature and shall have such other
powers and duties as may from time to time be assigned to him by resolution of the directors or as are incident to his office.
XXXIII. Assistant
Secretary and Assistant Treasurer. The Assistant Secretary or, if more than one, the Assistant Secretaries in order of seniority,
and the Assistant Treasurer or, if more than one, the Assistant Treasurers in order of seniority, shall perform all the duties of the
Secretary and Treasurer, respectively, in the absence or inability to act of the Secretary or Treasurer, as the case may be. The Assistant
Secretary or Assistant Secretaries, if more than one, and the Assistant Treasurer or Assistant Treasurers, if more than one, shall sign
such contracts, documents or instruments in writing as require his or their signatures, respectively, and shall have such other powers
and duties as may from time to time be assigned to them by resolution of the directors.
XXXIV. Managing
Director. The directors may from time to time appoint from their number a Managing Director who is a resident Canadian and may delegate
to the Managing Director any of the powers of the directors subject to the limits on authority provided by subsection 127(3) of the
Act. A Managing Director shall conform to all lawful orders given to him by the directors of the Corporation and shall at all reasonable
times give to the directors or any of them all information they may require regarding the affairs of the Corporation. Any agent or employee
appointed by a Managing Director shall be subject to discharge by the directors.
XXXV. Vacancies.
If the office of Chairman of the Board, President, Vice-President, Secretary, Assistant Secretary, Treasurer, Controller, Assistant Treasurer,
Compliance Officer, or any other office created by the directors pursuant to paragraph 23 hereof shall be or become vacant by reason of
death, resignation or in any other manner whatsoever, the directors shall in the case of the President or the Secretary and may in the
case of the other officers appoint an officer to fill such vacancy.
SHAREHOLDERS’ MEETINGS
XXXVI. Annual
or special meetings. The directors of the Corporation,
| A. | shall call an annual meeting of shareholders not later than 18 months after holding the last preceding
annual meeting; and |
| B. | may at any time call a special meeting of shareholders. |
XXXVII. Place
of meetings. Subject to the articles, a meeting of the shareholders of the Corporation may be held at such place in or outside Ontario
as the directors may determine or, in the absence of such a determination, at the place where the registered office of the Corporation
is located.
XXXVIII. Meeting
by Electronic Means. A meeting of the shareholders may be held by telephonic or electronic means and a shareholder who, through those
means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of the Act to be present
at the meeting. A meeting held by telephonic or electronic means shall be deemed to be held at the place where the registered office of
the Corporation is located.
XXXIX. Notice.
A notice stating the day, hour and place of meeting and, if special business is to be transacted thereat, stating (or accompanied by a
statement of) (i) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon,
and (ii) the text of any special resolution or by-law to be submitted to the meeting, shall be served by sending such notice to each
person who is entitled to notice of such meeting and who on the record date for notice appears on the records of the Corporation or its
transfer agent as a shareholder entitled to vote at the meeting and to each director of the Corporation and to the auditor of the Corporation
by prepaid mail not less than 21 days and not more than 50 days (exclusive of the day of mailing and of the day for which notice is given)
before the date (if the Corporation is an offering corporation as such term is defined in the Act) or not less than 10 days before the
date (if the Corporation is not an offering corporation) of every meeting addressed to the latest address of each such person as shown
in the records of the Corporation or its transfer agent, or if no address is shown therein, then to the last address of each such person
known to the Secretary; provided that a meeting of shareholders may be held for any purpose at any date and time and at any place without
notice if all the shareholders and other persons entitled to notice of such meeting are present in person or represented by proxy at the
meeting (except where the shareholder or such other person attends the meeting for the express purpose of objecting to the transaction
of any business on the grounds that the meeting is not lawfully called) or if all the shareholders and other persons entitled to notice
of such meeting and not present in person nor represented by proxy thereat waive notice of the meeting. Notice of any meeting of shareholders
or the time for the giving of any such notice or any irregularity in any such meeting or in the notice thereof may be waived in any manner
by any shareholder, the duly appointed proxy of any shareholder, any director or the auditor of the Corporation and any other person entitled
to attend a meeting of shareholders, and any such waiver may be validly given either before or after the meeting to which such waiver
relates.
The auditor of the Corporation
is entitled to attend any meeting of shareholders of the Corporation and to receive all notices and other communications relating to any
such meeting that a shareholder is entitled to receive.
XL. Omission
of notice. The accidental omission to give notice of any meeting to or the non-receipt of any notice by any person shall not invalidate
any resolution passed or any proceeding taken at any meeting of shareholders.
XLI. Record
dates for notice of meetings. Subject to subsection 95(4) of the Act, the directors may fix in advance the date as the record
date for the determination of shareholders entitled to receive notice of a meeting of shareholders, but such record date shall not precede
by more than 60 days or by less than 30 days the date on which the meeting is to be held.
If no record date is fixed,
the record date for the determination of the shareholders entitled to receive notice of a meeting of the shareholders shall be
| 1. | at the close of business on the day immediately preceding the day on which notice is given; or |
| 2. | if no notice is given, the day on which the meeting is held. |
XLII. Votes.
Every question submitted to any meeting of shareholders shall be decided in the first instance on a show of hands and in case of an equality
of votes the chairman of the meeting shall neither on a show of hands nor on a ballot have a second or casting vote in addition to the
vote or votes to which he may be entitled as a shareholder or proxy nominee.
At any meeting, unless a ballot
is demanded by a shareholder or proxyholder entitled to vote at the meeting, either before or after any vote by a show of hands, a declaration
by the chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried
by a particular majority shall be evidence of the fact without proof of the number or proportion of votes recorded in favour of or against
the motion.
In the absence of the Chairman
of the Board (if any), the President and any Vice-President who is a director, the shareholders present entitled to vote shall choose
another director as chairman of the meeting and if no director is present or if all the directors decline to take the chair then the shareholders
present shall choose one of their number to be chairman.
If at any meeting a ballot is
demanded on the election of a chairman or on the question of adjournment or termination, the ballot shall be taken forthwith without adjournment.
If a ballot is demanded on any other question or as to the election of directors, the ballot shall be taken in such manner and either
at once or later at the meeting or after adjournment as the chairman of the meeting directs. The result of a ballot shall be deemed to
be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be made either before or after any vote by
a show of hands and may be withdrawn.
Where two or more persons hold
the same share or shares jointly, any one of such persons present at a meeting of shareholders has the right, in the absence of the other
or others, to vote in respect of such share or shares, but if more than one of such persons are present or represented by proxy and vote,
they shall vote together as one on the share or shares jointly held by them.
XLIII. Proxies.
Votes at meetings of the shareholders may be given either personally or by proxy. At every meeting at which he is entitled to vote, every
shareholder present in person and every proxyholder shall have one vote on a show of hands. Upon a poll at which he is entitled to vote
every shareholder present in person or by proxy shall (subject to the Corporation’s articles) have one vote for every share registered
in his name.
Every shareholder, including
a shareholder that is a body corporate, entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or
proxyholders or one or more alternate proxyholders, who need not be shareholders, as his nominee to attend and act at the meeting in the
manner, to the extent and with the authority conferred by the proxy.
A proxy shall be in written
or printed format or a format generated by telephonic or electronic means and becomes a proxy when completed and signed in writing or
by electronic signature by the shareholder or his attorney authorized by a document that is signed in writing or by electronic signature
or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized. If a proxy or document authorizing an attorney
is signed by electronic signature, the means of electronic signature shall permit a reliable determination that the proxy or document
was created or communicated by or on behalf of the shareholder or the attorney, as the case may be. If the Corporation is an “offering
corporation” as defined in paragraph 1(1) of the Act, any such proxy appointing a proxyholder to attend and act at a meeting
or meetings of shareholders ceases to be valid one year from its date.
An instrument appointing a proxyholder
may be in the following form or in any other form which complies with the regulations made under the Act:
“The undersigned shareholder
of CELESTICA INC. hereby appoints of ,
whom failing, ,
of
as the nominee of the undersigned to attend and act for and on behalf of the undersigned at the meeting of the shareholders of the said
Corporation to be held on the day of ,
and at any adjournment thereof in the same manner, to the same extent and with the same power as if the undersigned were
present, either personally or by telephonic or electronic means, at the said meeting or such adjournment thereof.
Dated the day of , .
This form of proxy must be signed in writing or by electronic signature
by a shareholder or his attorney authorized by a document that is signed in writing or by electronic signature or, if the shareholder
is a body corporate, by an officer or attorney thereof duly authorized.”
The directors may from time
to time pass regulations regarding the lodging of instruments appointing a proxyholder at some place or places other than the place at
which a meeting or adjourned meeting of shareholders is to be held and for particulars of such instruments to be telegraphed, cabled,
telexed, sent in writing or otherwise communicated by electronic means that produces a written copy before the meeting or adjourned meeting
to the Corporation or any agent of the Corporation appointed for the purpose of receiving such particulars and providing that instruments
appointing a proxyholder so lodged may be voted upon as though the instruments themselves were produced at the meeting or adjourned meeting
and votes given in accordance with such regulations shall be valid and shall be counted. The chairman of the meeting of shareholders may,
subject to any regulations made as aforesaid, in his discretion accept telegraphic, telex, cable or written communication, or electronic
communication that produces a written copy, as to the authority of anyone claiming to vote on behalf of and to represent a shareholder
notwithstanding that no instrument of proxy conferring such authority has been lodged with the Corporation, and any votes given in accordance
with such telegraphic, telex, cable, written or electronic communication accepted by the chairman of the meeting shall be valid and shall
be counted.
XLIV. Adjournment.
The chairman of the meeting may with the consent of the meeting adjourn any meeting of shareholders from time to time to a fixed time
and place and if the meeting is adjourned for less than 30 days, no notice of the time and place for the holding of the adjourned meeting
need be given to any shareholder, other than by announcement at the earliest meeting that is adjourned. If a meeting of shareholders is
adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original
meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than 90 days, section 111 of the Act
does not apply. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is
present thereat. The persons who formed a quorum at the original meeting are not required to form a quorum at the adjourned meeting. If
there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.
Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original
meeting in accordance with the notice calling the same.
XLV. Quorum.
Two persons present and each holding or representing by proxy at least one issued share of the Corporation shall be a quorum of any meeting
of shareholders for the choice of a chairman of the meeting and for the adjournment of the meeting to a fixed time and place but may not
transact any other business; for all other purposes a quorum for any meeting shall be persons present not being less than two in number
and holding or representing by proxy not less than 35% of the total number of the issued shares of the Corporation for the time being
enjoying voting rights at such meeting. If a quorum is present at the opening of a meeting of shareholders, the shareholders present may
proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.
Notwithstanding the foregoing,
if the Corporation has only one shareholder, or only one shareholder of any class or series of shares, the shareholder present in person
or by proxy constitutes a meeting and a quorum for such meeting.
SHARES AND TRANSFERS
XLVI. Issuance.
Subject to the articles of the Corporation, shares in the Corporation may be issued at such time and issued to such persons and for such
consideration as the directors may determine.
XLVII. Security
certificates. Shares issued by the Corporation may be represented by a security certificate or may be an uncertificated security.
Security certificates (and the form of transfer power on the reverse side thereof) shall (subject to compliance with section 56 of the
Act) be in such form as the directors may from time to time by resolution approve and, subject to subsection 55(3) of the Act, such
certificates shall be signed manually by at least one director or officer of the Corporation or by or on behalf of a registrar, transfer
agent, branch transfer agent or issuing or other authenticating agent of the Corporation, or by a trustee who certifies it in accordance
with a trust indenture, and any additional signatures required on a security certificate may be printed or otherwise mechanically reproduced
thereon. Notwithstanding any change in the persons holding an office between the time of actual signing and the issuance of any certificate
and notwithstanding that a person signing may not have held office at the date of issuance of such certificate, any such certificate so
signed shall be valid and binding upon the Corporation.
XLVIII. Transfer
agents. For each class of securities and warrants issued by the Corporation, the directors may from time to time by resolution appoint
or remove,
| A. | a trustee, transfer agent or other agent to keep the securities register and the register of transfer
and one or more persons or agents to keep branch registers; and |
| B. | a registrar, trustee or agent to maintain a record of issued security certificates, uncertificated securities
and warrants, |
and, subject to section 48 of the Act, one person may be appointed
for the purposes of both clauses (a) and (b) in respect of all securities and warrants of the Corporation or any class or classes
thereof.
XLIX. Transfer
of Securities. Subject to the Act, and other applicable law relating to the transfer of securities, no transfer of a security issued
by the Corporation shall be recorded or registered unless and until
| A. | in the case of a security other than an uncertificated security, (i) the security certificate representing
the security to be transferred has been surrendered and cancelled, or (ii) if no security certificate has been issued by the Corporation
in respect of such share, a duly executed security transfer power in respect thereof has been presented for registration; |
| B. | in the case of an uncertificated security, an instruction in accordance with applicable law relating to
the transfer of securities is presented; and |
| C. | other reasonable requirements of the Corporation which are in compliance with the Act and other applicable
law are satisfied. |
L. Defaced,
destroyed, stolen or lost security certificates. In case of the defacement, destruction, theft or loss of a security certificate,
the fact of such defacement, destruction, theft or loss shall be reported by the owner to the Corporation or to an agent of the Corporation
(if any) acting on behalf of the Corporation, with a statement verified by oath or statutory declaration as to the defacement, destruction,
theft or loss and the circumstances concerning the same and with a request for the issuance of a new security certificate to replace the
one so defaced, destroyed, stolen or lost. Upon the giving to the Corporation (or, if there be an agent, hereinafter in this paragraph
referred to as the “Corporation’s agent”, then to the Corporation and the Corporation’s agent) of an indemnity
bond of a surety company in such form as is approved by the directors or by the Chairman of the Board (if any), the President, a Vice-President,
the Secretary or the Treasurer of the Corporation, indemnifying the Corporation (and the Corporation’s agent, if any) against all
loss, damage and expense, which the Corporation and/or the Corporation’s agent may suffer or be liable for by reason of the issuance
of a new security certificate to such shareholder, and provided the Corporation or the Corporation’s agent does not have notice
that the security has been acquired by a bona fide purchaser, a new security certificate may be issued in replacement of the one defaced,
destroyed, stolen or lost, if such issuance is ordered and authorized by any one of the Chairman of the Board (if any), the President,
a Vice-President, the Secretary or the Treasurer of the Corporation or by resolution of the directors.
DIVIDENDS
LI. The
directors may from time to time by resolution declare and the Corporation may pay dividends on its issued shares, subject to the provisions
(if any) of the Corporation’s articles.
The directors shall not declare
and the Corporation shall not pay a dividend if there are reasonable grounds for believing that:
| A. | the Corporation is, or, after the payment, would be unable to pay its liabilities as they become due;
or |
| B. | the realizable value of the Corporation’s assets would thereby be less than the aggregate of its
liabilities and stated capital of all classes. |
The directors may declare and
the Corporation may pay a dividend by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of
the Corporation and, subject to section 38 of the Act, the Corporation may pay a dividend in money or property.
LII. In
case several persons are registered as the joint holders of any securities of the Corporation, any one of such persons may give effectual
receipts for all dividends and payments on account of dividends, principal, interest and/or redemption payments on redemption of securities
(if any) subject to redemption in respect of such securities.
RECORD DATES
LIII. Subject
to subsection 95(4) of the Act, the directors may fix in advance a date as the record date for the determination of shareholders
(i) entitled to receive payment of a dividend, (ii) entitled to participate in a liquidation or distribution, or (iii) for
any other purpose except the right to receive notice of or to vote at a meeting of shareholders, but such record date shall not precede
by more than 50 days the particular action to be taken.
If no record date is fixed,
the record date for the determination of shareholders for any purpose, other than to establish a record date for the determination of
shareholders entitled to receive notice of a meeting of shareholders or to vote, shall be the close of business on the day on which the
directors pass the resolution relating thereto.
VOTING SECURITIES IN OTHER ISSUERS
LIV. All
securities of any other body corporate or issuer of securities carrying voting rights held from time to time by the Corporation may be
voted at all meetings of shareholders, bondholders, debenture holders or holders of such securities, as the case may be, of such other
body corporate or issuer and in such manner and by such person or persons as the directors of the Corporation shall from time to time
determine and authorize by resolution. The duly authorized signing officers of the Corporation may also from time to time execute and
deliver for and on behalf of the Corporation proxies and/or arrange for the issuance of voting certificates and/or other evidence of the
right to vote in such names as they may determine without the necessity of a resolution or other action by the directors.
NOTICES, ETC.
LV. Service.
Any notice or other document required to be given or sent by the Corporation to any shareholder or director of the Corporation shall be
delivered personally or sent by prepaid mail or by telegram, telex or other electronic means that produces a written copy addressed to:
| A. | the shareholder at his latest address as shown on the records of the Corporation or its transfer agent;
and |
| B. | the director at his latest address as shown in the records of the Corporation or in the last notice filed
under the Corporations Information Act, whichever is the more current. |
With respect to every notice or other document
sent by prepaid mail it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly
addressed and put into a post office or into a post office letter box and shall be deemed to be received by the addressee on the fifth
day after mailing.
LVI. If
the Corporation sends a notice or document to a shareholder and the notice or document is returned on three consecutive occasions because
the shareholder cannot be found, the Corporation is not required to send any further notices or documents to the shareholder until he
informs the Corporation in writing of his new address.
LVII. Shares
registered in more than one name. All notices or other documents shall, with respect to any shares in the capital of the Corporation
registered in more than one name, be given to whichever of such persons is named first in the records of the Corporation and any notice
or other document so given shall be sufficient notice or delivery of such document to all the holders of such shares.
LVIII. Persons
becoming entitled by operation of law. Every person who by operation of law, transfer or by any other means whatsoever shall become
entitled to any shares in the capital of the Corporation shall be bound by every notice or other document in respect of such shares which
prior to his name and address being entered on the records of the Corporation shall have been duly given to the person or persons from
whom he derives his title to such shares.
LIX. Deceased
shareholder. Any notice or other document delivered or sent by post or left at the address of any shareholder as the same appears
in the records of the Corporation shall, notwithstanding that such shareholder be then deceased and whether or not the Corporation has
notice of his death, be deemed to have been duly served in respect of the shares held by such shareholder (whether held solely or with
other persons) until some other person be entered in his stead in the records of the Corporation as the holder or one of the holders thereof
and such service shall for all purposes be deemed a sufficient service of such notice or other document on his heirs, executors or administrators
and all persons (if any) interested with him in such shares.
LX. Signatures
to notices. The signature of any director or officer of the Corporation to any notice may be written, printed or otherwise mechanically
reproduced.
LXI. Computation
of time. Where a given number of days’ notice or notice extending over any period is required to be given under any provisions
of the articles or by-laws of the Corporation, the day of service, posting or other communication of the notice shall not be counted in
such number of days or other period, and such number of days or other period shall commence on the day following the day of service, posting
or other communication of the notice and shall terminate at midnight of the last day of the period except that if the last day of the
period falls on a Sunday or holiday the period shall terminate at midnight of the day next following that is not a Sunday or holiday.
LXII. Proof
of service. A certificate of any officer of the Corporation in office at the time of the making of the certificate or of an agent
of the Corporation as to facts in relation to the mailing or delivery or service of any notice or other documents to any shareholder,
director, officer or auditor or publication of any notice or other document shall be conclusive evidence thereof and shall be binding
on every shareholder, director, officer or auditor of the Corporation, as the case may be.
CHEQUES, DRAFTS, NOTES, ETC.
LXIII. All
cheques, drafts or orders for the payment of money and all notes, acceptances and bills of exchange shall be signed by such officer or
officers or other person or persons, whether or not officers of the Corporation, and in such manner as the directors may from time to
time designate by resolution.
CUSTODY OF SECURITIES
LXIV. All
securities (including warrants) owned by the Corporation shall be lodged (in the name of the Corporation) with a chartered bank or a trust
company or in a safe or safety deposit box or, if so authorized by resolution of the directors, with such other depositaries or in such
other manner as may be determined from time to time by the directors.
All securities (including warrants)
belonging to the Corporation may be issued and held in the name of a nominee or nominees of the Corporation (and if issued or held in
the names of more than one nominee shall be held in the names of the nominees jointly with the right of survivorship) and shall be endorsed
in blank with endorsement guaranteed in order to enable transfer thereof to be completed and registration thereof to be effected.
EXECUTION OF CONTRACTS, ETC.
LXV. Contracts,
documents or instruments in writing requiring the signature of the Corporation may be signed by any director or officer and all contracts,
documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The
directors are authorized from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of
the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments
in writing.
The corporate seal, if any,
of the Corporation may, when required, be affixed to contracts, documents or instruments in writing signed as aforesaid or by an officer
or officers, person or persons appointed as aforesaid by resolution of the board of directors.
The term “contracts, documents
or instruments in writing” as used in this by-law shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and
assignments of property, real or personal, immovable or movable, powers of attorney, agreements, releases, receipts and discharges for
the payment of money or other obligations, conveyances, transfers and assignments of securities and all paper writings.
In particular, without limiting
the generality of the foregoing, any director or officer is authorized to sell, assign, transfer, exchange, convert or convey all securities
owned by or registered in the name of the Corporation and to sign and execute (under the seal of the Corporation or otherwise) all assignments,
transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring,
exchanging, converting or conveying any such securities.
The signature or signatures
of any such officer or director of the Corporation and/or of any other officer or officers, person or persons appointed as aforesaid by
resolution of the directors may, if specifically authorized by resolution of the directors, be printed, engraved, lithographed or otherwise
mechanically reproduced upon all contracts, documents or instruments in writing or bonds, debentures or other securities of the Corporation
executed or issued by or on behalf of the Corporation and all contracts, documents or instruments in writing or securities of the Corporation
on which the signature or signatures of any of the foregoing officers, directors or persons shall be so reproduced, by authorization by
resolution of the directors, shall be deemed to have been manually signed by such officers, directors or persons whose signature or signatures
is or are so reproduced and shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that
the officers, directors or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of
the delivery or issue of such contracts, documents or instruments in writing or securities of the Corporation.
FINANCIAL YEAR
LXVI. The
financial year of the Corporation shall terminate on such day in each year as the board of directors may from time to time by resolution
determine.
PASSED by the directors of the Corporation on January 31,
2001, and amended by the directors of the Corporation on August 1, 2007, October 25, 2007 and September 3, 2023.
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