Corporate Pre-AGM Resolution

CORPORATE PRE-AGM RESOLUTION

This Pre-AGM Resolution is adopted by the Board of Directors of Company Name: , a corporation organized under the laws of Jurisdiction: , with registered office at Registered Office: . The Board convened pursuant to notice and quorum requirements on this day of , .

RECITALS

WHEREAS, the Board has determined that it is in the best interests of the corporation and its shareholders to call and prepare for the forthcoming Annual General Meeting of Shareholders (the "AGM") to consider and vote upon certain corporate matters and resolutions; and

WHEREAS, it is necessary to set the record date for shareholders entitled to receive notice and vote at the AGM, to approve the form and content of the notice and proxy materials, to propose specific resolutions for shareholder approval, and to delegate authority to officers and agents to take actions necessary to effectuate those matters; and

WHEREAS, the Board desires to document its determinations and to delegate authority to officers and agents to implement the actions set out in this resolution prior to the AGM.

NOW, THEREFORE, BE IT RESOLVED

1. AGM DATE, TIME AND PLACE

The Board hereby fixes the date, time and place of the Annual General Meeting as follows:

2. RECORD DATE

The Board sets the Record Date for determining shareholders entitled to receive notice of and vote at the AGM as:

3. NOTICE AND PROXY MATERIALS

The form, content and distribution of the notice of meeting, proxy statement and any supporting materials (collectively, the "Proxy Materials") are hereby approved in substantially the form presented to the Board. The Chief Executive Officer, Chief Financial Officer and Company Secretary are each authorized, jointly and severally, to finalize, execute and deliver the Proxy Materials and to take any actions necessary to distribute the Proxy Materials to shareholders in accordance with applicable law.

4. PROPOSED SHAREHOLDER RESOLUTIONS

The Board proposes that the following matters be submitted to shareholders at the AGM. The Board authorizes inclusion of these matters in the Proxy Materials and recommends that the proxies solicit votes in favor of each such matter unless otherwise noted.

Approve audited financial statements and auditor's report for the most recent fiscal year.

Elect directors to the Board as nominated herein.

Reappoint auditors and authorize the Board to fix the auditors' remuneration.

Declare a dividend, subject to applicable law and available retained earnings.

The Board may include additional ordinary or special resolutions as it deems necessary or desirable. Any such additional resolutions shall be documented in writing and circulated to the Board prior to finalization of the Proxy Materials.

5. PROXY AND VOTING AUTHORITY

The Board appoints the persons named in the Proxy Materials, and any other officer designated by the Company Secretary, as the corporation's proxies and attorneys to attend the AGM, to represent and vote all shares of the corporation that the appointing shareholder is entitled to vote, and to take any action incidental thereto, including but not limited to negotiating, tabulating and certifying votes on any resolution or matter properly brought before the meeting.

6. DELEGATION OF AUTHORITY

The Board authorizes and directs any officer of the corporation, and particularly the Company Secretary, General Counsel, Chief Executive Officer and Chief Financial Officer, to execute and deliver any and all documents, to give notices, to affix the corporate seal (if required), and to take such other actions as may be necessary or desirable to carry out the intent of this resolution. Such officers may delegate any of the foregoing powers to other employees or agents as they deem necessary.

7. NOTICES

All notices required or permitted under this resolution and for the conduct of the AGM shall be delivered to the following address for notice to the corporation unless otherwise specified:

8. CERTIFICATION

The Company Secretary is hereby authorized and directed to insert a copy of this resolution into the Minute Book of the corporation. The Secretary shall certify this resolution and produce certified copies to any person who may require them in connection with the AGM or related corporate actions.

9. MISCELLANEOUS

Governing Law: This resolution shall be governed by and construed in accordance with the laws of Jurisdiction: , without regard to conflict of laws principles.

Entire Agreement: This resolution constitutes the entire action of the Board with respect to the subject matter hereof and supersedes any prior oral or written actions inconsistent with the terms hereof.

Severability: If any provision of this resolution is determined to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected thereby.

Amendments and Waiver: Any amendment to or waiver of any provision of this resolution must be in writing and approved by a majority of the Board then in office unless a greater vote is required by law or the corporation's articles or bylaws.

Counterparts: This resolution may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

ADOPTION

The undersigned members of the Board hereby attest that the foregoing resolution was duly adopted in accordance with the corporation's articles and bylaws and with applicable law, and that the actions authorized herein are within the powers of the Board.

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