<p> SC0512</p><p>DIVIDEND</p><p>(Payment in Cash – Dividend Policy)</p><p>(Directors’ Resolution)</p><p>SC0512-1 (CFPC/Corporate – 2007) VI ― CORPORATE FINANCE</p><p>...... (Corporate name) DIRECTORS’ RESOLUTION DATED AS OF ...... </p><p>DECLARATION OF DIVIDEND – SHAREHOLDER AGREEMENT POLICY</p><p>A unanimous shareholder agreement was entered into on ...... (date) by all the shareholders of the Corporation;</p><p>In the agreement contains a dividend policy requiring the Corporation to declare a dividend when the necessary conditions are met;</p><p>The results of the fiscal year ended ...... (date) are such that the said conditions are met;</p><p>Such a dividend must not encroach on the capital of the Corporation or jeopardize its solvency, as required by law;</p><p>The Board of Directors has the necessary authority to declare a dividend; </p><p>BE IT RESOLVED:</p><p>THAT a dividend of ...... DOLLARS ($ ...... ) (total amount of dividend), namely an amount of ...... DOLLARS ($ ...... ) (amount of dividend per share) per Class “…” share, be declared in favour of the holders of the said shares registered in the books of the Corporation as of the date hereof [or as of ...... ], divided as follows:</p><p>Number of Class “…” Holder Amount of Dividend Shares Held</p><p>THAT the dividend be payable in cash immediately;</p><p>OR</p><p>THAT dividend be payable in cash on or before ...... (date);</p><p>OR</p><p>THAT the foregoing dividend be payable in cash as soon as the Corporation has received confirmation from its auditors [or accountants] that such payment is not unlawful;</p><p>OR</p><p>SC0512-2 SC0512 ― DIVIDEND (PAYMENT IN CASH ― DIVIDEND POLICY)</p><p>THAT the foregoing dividend be payable through the issuance of a promissory note in favour of [or each] holder of Class “…” shares;</p><p>THAT, accordingly, the Corporation issue the following promissory note(s):</p><p>Holder Amount of promissory note</p><p>THAT ...... (name), President of the Corporation, be authorized to sign the promissory note(s) for and on behalf of the Corporation. </p><p>VALIDITY</p><p>We, the undersigned, being all the directors of the Corporation entitled to vote, adopt the aforementioned resolution and, in conformity with the provisions of the ...... Act (name of federal or provincial statute under which the corporation was incorporated), place our signatures hereto to confer to such resolutions the same value as if they had been adopted during a meeting of the Board of Directors.</p><p>______...... Director Director</p><p>...... Director</p><p>SC0512-3 (CFPC/Corporate – 2007)</p>