certificate of incorporation · business corporations act form 1 (section 6) articles of...

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CORPORATE ACCESS NUMBER

20647526

BUSINESS CORPORATIONS ACT

CERTIFICATE

OF

INCORPORATION

WESTPORT INNOVATIONS INC.

WAS INCORPORATED IN ALBERTA ON MARCH 20, 1995

c:ii"'NW Vef -14W

Registrar of Corporations

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REG 3066 (94/10) CCA-06-102

BUSINESS CORPORATIONS ACT FORM 1(Section 6)

ARTICLES OF INCORPORATION

1. NAME OF CORPORATION:


2. THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THECORPORATION IS AUTHORIZED TO ISSUE:

(a) An unlimited number of Common Shares; and,

(b) An unlimited number of Preferred Shares.

2.A The Directors of the Corporation may at any time issue anyPreferred Shares in one or more series, each series to consistof such number of shares as may be determined by theDirectors. The Directors may determine at the time ofissuance the designation, rights, privileges, restrictions andconditions attaching to the shares of each series.

SPECIAL RIGHTS, PRIVILEGES, RESTRICTIONS ANDCONDITIONS ATTACHING TO EACH CLASS OF SHARES

(I) DIVIDENDS

(A) Subject to any rights, privileges, restrictions andconditions which may have been determined by theDirectors to which to any series of Preferred

FILE shares, the Directors shall have complete uncontrolled discretion to pay dividends on anyclass or classes of shares or any series within a

MAR 2 01995 class of shares issued and outstanding in anyparticular year to the exclusion of any other classor classes of shares or any series within a class

Registrar of CerpnrAlml of shares out of any or all profits or surplusProvincoo available for dividends.

(II) REPAYMENT OF CAPITAL

(A) On the winding-up, liquidation or dissolution of theCorporation or upon the happening of any other eventgiving rise to a distribution of the Corporation'sassets other than by way of dividend amongst itsShareholders for the purposes of winding-up itsaffairs (any such occurrence is hereafter called"Winding-Up"), subject to any rights, privileges,restrictions and conditions which may have beendetermined by the Directors to attach to any seriesof Preferred shares, the holders of all shares shallbe entitled to participate pari passu.

2

(III)VOTING RIGHTS AND RESTRICTIONS

(A) Common shares. At all meetings of Shareholders ofthe Corporation, each holder of Common shares shallbe entitled to one (1) vote for each Common shareheld.

(B) Preferred shares. The holders of the Preferredshares shall have no right to receive notice of orto be present at or vote either in person or byproxy, at any general meeting of the Corporation byvirtue of or in respect of their holding ofPreferred Shares.

3. RESTRICTIONS IF ANY ON SHARE TRANSFERS:

No share of the Corporation shall be transferred without theapproval of the Board of Directors evidenced by a DirectorsResolution.

4. NUMBER (OR MINIMUM AND MAXIMUM NUMBER) OF DIRECTORS:

The Corporation shall have at least one (1) and a maximum often (10) Directors.

5. IF THE CORPORATION IS RESTRICTED FROM CARRYING ON A CERTAINBUSINESS, SPECIFY THESE RESTRICTIONS:

There are no restrictions placed on the business of theCorporation.

6. OTHER PROVISIONS IF ANY:

(a) The Directors may, between Annual General Meetings,appoint one or more additional Directors of theCorporation to serve until the next Annual GeneralMeeting, but the number of additional Directors shall notat any time exceed 1/3 of the number of Directors whoheld office at the expiration of the last Annual Meetingof the Corporation.

(b) A Director or Directors of the Corporation may be electedor appointed for terms expiring not later than the closeof the third Annual Meeting of Shareholders following theelection.

(c) The Corporation has a lien on a share registered in thename of a Shareholder or his legal representative for adebt of that Shareholder to the Corporation.

3

(d) The number of Shareholders of the Corporation is limitedto not more than 50 persons, exclusive of those personsdescribed in clause 1(p.1)(ii)(A) and (B) of theSecurities Act (S.A. 1981. Chap. 5-61), 2 or more personswho are joint registered owners of 1 or more shares beingcounted as 1 Shareholder.

(e) Any invitation to the public to subscribe for securitiesof the Corporation is prohibited.

7. DATE: MARCH 20, 1995

INCORPORATOR(S)NAME

MANI CHOPRA

ADDRESS SIGNATURE:(include Postal Code)

SUITE 760,NATIONAL BANK BUILDING10150 - 100 STREETEDMONTON, ALBERTAT5J OP6

I r t t Ir t t t r t t t I r r r t t t I t t

AlbertaREGISTRIES


20647526


CERTIFICATE

OF

AMENDMENT


AMENDED ITS ARTICLES ON JUNE 30, 1995.

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-01

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Registrar of Corporations

/

REG 3066 (95/01) CCA-06-102

FORM 4

BUSINESS CORPORATIONS ACT(Section 27 or 167)

ARTICLES OF AMENDMENT

1. NAME OF CORPORATION: 2. CORPORATE ACCESS NO.

WESTPORT INNOVATIONS INC. 20647526

3. THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS:

1. Section 3 of the Articles of the Corporation shall,pursuant to section 167(1)(1) of the Business Corporations Act (Alberta) (the "Act") be amended byremoving therefrom the restrictions on share transfersas contained therein, and substituting therefore:

"No restrictions."

2. Section 6 of the Articles of the Corporation shall,pursuant to section 167(1)(m) of the Act be amended byremoving therefrom the provisions contained in paragraphs(c), (d) and (e).

DATE: JUNE 30, 1995

SIGNATURE: TITLE:

SOLICITOR

P-e11401..-.1

I VU N3 01995

Registrar of CorporatioqtProvince of Alberta

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AlbvraGOVERNMENT OF ALBERTA

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20647526

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CERTIFICATE

OF

AMENDMENT


AMENDED ITS ARTICLES ON MAY 21, 1997.

,_110

4Registrar of Corpora ns

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3_*4

REG 3066 (96/01)

BUSINESS CORPORATIONS ACT(SECTIONS 27 or 171)

Alberta

FORM 4


NAME OF CORPORATION:


2. ALBERTA CORPORATE ACCESS NUMBER:

20647526

3. ITEM NO, OF TIIE ARTICLES OF TI-IL ABOVE NAMED CORPORATION ARE AMENDED IN ACCORDANCE WITI-1 SECTION OF THE BUSINESS

CORPORATIONS ACT.

Pursuant to subsection 167(1)(m) of the Business Corporations Act (Alberta), Article 6

of the Articles of the Corporation be and it is hereby amended by adding the following as item

(1) thereto:

"(f) Meetings of the shareholders of the Corporation may be held anywhere

in the Provinces of Alberta or British Columbia as shall be determined by

the directors of the Corporation."

A N\( ,1997

Tloostrar Corporations

t:l0NArtr,0 01

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TITLE

FILED

M:\S\C4\DROI \MAY\3022.An

CORPORATE ACCESS NUMBER: 206475261

All=taBUSINESS CORPORATIONS ACT

CERTIFICATE

OF

AMENDMENT

WESTPORT INNOVATIONS INC.AMENDED ITS ARTICLES ON 2008/07/21.

Alberta1. Name of Corporation

3.




2. Corporate Access Number

206475261

Pursuant to subsection 173(1)(f) of the Business Corporations Act (Alberta), the Articles of theCorporation are hereby amended by consolidating the issued and outstanding Common Shares ofthe Corporation on the basis of 1 new Common Share for each Three and One Half (3.5) CommonShare presently issued and outstanding and disregarding any resulting fractional shares, with anysuch fractional shares otherwise issuable rounded down to the nearest whole number.

4. DATE

July 21, 2008

WSLegal\ 036683 \ 00087 \ 4774441 v I

SIGNATURE TITLE

DRPoRiOre aeceeliVRy

REGISTERED ONTHE ALBERTA REGISTRIES

CORES SYSTEM

JU L 2 1 2008


Governmentof Alberta •


CERTIFICATE

OF

AMENDMENT AND REGISTRATION

OF RESTATED ARTICLES

WESTPORT INNOVATIONS INC.AMENDED ITS ARTICLES ON 2012/07/09.

BUSINESS CORPORATIONS ACT FORM 4ALBERTA CONSUMER AND CORPORATE AFFAIRS1. NAME OF CORPORA'T'ION:


ARTICLES OF AMENDMENT2. CORPORATE ACCESS NUMBER:

206475261.3. THE ARTICLES OF THE ABOVE NAMED CORPORATION ARE AMENDED TO:

Pursuant to Section 180 of the Business Corporations Act (Alberta), new policy has beenimplemented that articles of amendment must be accompanied by restated articles,which are attached hereto.

Pursuant to Section 173(1)(n) of the Business Corporations Act (Alberta), the articles of theCorporation be amended by deleting the existing "Other Provisions" in their entiretyand replacing it with the "Other Rules or Provisions Schedule" attached hereto.

DATE

ft1 1,4,____1_, 2012

SIGNATURE

e<Signat life of Director or Authorized Officer

/3/2-0—r. ASPlease Print Name of Si gnakuy

fITLE

4_44e etlftr

Soc.,

REGIS TERED ONTHE ALBERTA REGISTERSCORES SYSTEMJUL 0 9 2012

529975 vl

OTHER RULES OR PROVISIONSAttached to and Forming Part of

the Articles of Incorporationof


(a) The Directors may, between Annual General Meetings, appoint one or more additionalDirectors of the Corporation to serve until the next Annual General Meeting, but thenumber of additional Directors shall not at any time exceed 1/3 of the number ofDirectors who held office at the expiration of the last Annual Meeting of the Corporation.

(b)

(c)

A Director or Directors of the Corporation may be elected or appointed for terms expiringnot later than the close of the third Annual Meeting of Shareholders following theelection.

Meetings of the shareholders of the Corporation may be held in any location as shall bedetermined by the directors of the Corporation, and either inside or outside of Alberta orBritish Columbia.

Alberta

RESTATED ARTICLES OF INCORPORATIONBusiness Corporations Act

Section 180

1. Name of Corporation:


2. Corporate Access Number:

206475261

3. The classes of shares, and any maximum number of shares that the corporation is authorized to issue:

Refer to "Share Structure" attachment.

4. Restrictions on share transfers (if any):

No Restrictions.

5. Number, or minimum and maximum number of directors:

Minimum - 1 Maximum - 10

6. If the corporation is restricted FROM carrying on a certain business or restricted TO carrying on a certainbusiness, specify the restriction(s):

There are no restrictions placed on the business of the Corporation.

7. Other provisions (if any):

Refer to "Other Rules or Provisions" attachment.

The Restated Articles of Incorporation correctly set out above, without substantive change represent the Articles ofIncorporation as amended and supersede the original Articles of Incorporation.

Date

1-3- 0 , 2012

Signature

S. nature of Director or Authorized Officer

Please Print Name of Signatory

Title

cod,' I TOR-

REC i.T;iE-.:REED ONTHE ALEERTA REGISTRIES

CORES SYSTEM

JUL 0 9 2012

529915 vl

SHARE STRUCTUREAttached to and Forming Part of



1. THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THECORPORATION IS AUTHORIZED TO ISSUE:

(a) An unlimited number of Common Shares; and,

(b) An unlimited number of Preferred Shares.

1.A The Directors of the Corporation may at any time issue any Preferred Shares in one ormore series, each series to consist of such number of shares as may be determined by theDirectors. The Directors may determine at the time of issuance the designation, rights,privileges, restrictions and conditions attaching to the shares of each series.

SPECIAL RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONSATTACHING TO EACH CLASS OF SHARES

(I) DIVIDENDS

(A) Subject to any rights, privileges, restrictions and conditions which mayhave been determined by the Directors to which to any series of Preferredshares, the Directors shall have complete uncontrolled discretion to paydividends on any class or classes of shares or any series within a class ofshares issued and outstanding in any particular year to the exclusion of anyother class or classes of shares or any series within a class of shares out ofany or all profits or surplus available for dividends.

(II) REPAYMENT OF CAPITAL

(A) On the winding-up, liquidation or dissolution of the Corporation or uponthe happening of any other event giving rise to a distribution of theCorporation's assets other than by way of dividend amongst itsShareholders for the purposes of winding-up its affairs (any suchoccurrence is hereafter called "Winding-Up"), subject to any rights,privileges, restrictions and conditions which may have been determined bythe Directors to attach to any series of Preferred shares, the holders of allshares shall be entitled to participate pari passu.

2

(III) VOTING RIGHTS AND RESTRICTIONS

(A) Common shares. At all meetings of Shareholders of the Corporation, eachholder of Common shares shall be entitled to one (1) vote for eachCommon share held.

(B) Preferred shares. The holders of the Preferred shares shall have no right toreceive notice of or to be present at or vote either in person or by proxy, atany general meeting of the Corporation by virtue of or in respect of theirholding of Preferred Shares.

(a)

OTHER RULES OR PROVISIONSAttached to and Forming Part of



The Directors may, between Annual General Meetings, appoint one or more additionalDirectors of the Corporation to serve until the next Annual General Meeting, but thenumber of additional Directors shall not at any time exceed 1/3 of the number ofDirectors who held office at the expiration of the last Annual Meeting of the Corporation.

(b) A Director or Directors of the Corporation may be elected or appointed for terms expiringnot later than the close of the third Annual Meeting of Shareholders following theelection.

(c) Meetings of the shareholders of the Corporation may be held in any location as shall bedetermined by the directors of the Corporation, and either inside or outside of Alberta orBritish Columbia.


Governmentof Alberta a


CERTIFICATE

OF

AMENDMENT

WESTPORT INNOVATIONS INC.CHANGED ITS NAME TO WESTPORT FUEL SYSTEMS INC. ON 2016/06/01.


Alberta1. Name of Corporation



2. Corporate Access Number

206475261

3. Pursuant to subsection 173(1)(a) of the Business Corporations Act (Alberta), the Articles of theCorporation be amended by changing the name of the Corporation from Westport Innovations Inc.to WESTPORT FUEL SYSTEMS INC.

4. DATE

SA.Ivt, I 2:0 I tr,

SIGNATURE TITLE

501;c4o(

REGISTERED ONTHE ALBERTA REGISTRIES

CORES SYSTEM

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