AI assistant
EQB Inc. Share Issue/Capital Change 2026
45380_rns_2026-04-24_f91f8238-afbe-4386-a0df-4d279c008c04.pdf
Share Issue/Capital Change
Open in viewerOpens in your device viewer
Ontario
Ministry of Public and
Business Service Delivery
Ministère des Services au public et
aux entreprises
Certificate of Amendment
Certificat de modification
Business Corporations Act
Loi sur les sociétés par actions
EQB INC.
Corporation Name / Dénomination sociale
1601254
Ontario Corporation Number / Numéro de société de l'Ontario
This is to certify that these articles are effective on
La présente vise à attester que ces statuts entreront en vigueur le
April 22, 2026 / 22 avril 2026
V. Quintanilla W.
Director / Directeur
Business Corporations Act / Loi sur les sociétés par actions
The Certificate of Amendment is not complete without the Articles of Amendment
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quintanilla W.
Director/Registrar
Ce certificat de modification n'est pas complet s'il ne contient pas les statuts de modification
Copie certifiée conforme du dossier du ministère des Services au public et aux entreprises.
V. Quintanilla W.
Directeur ou registrateur
BCA - Articles of Amendment - EQB INC. - OCN:1601254 - April 22, 2026
Ontario
Ministry of Public and Business Service Delivery
Articles of Amendment
Business Corporations Act
Corporation Name (Date of Incorporation/Amalgamation)
EQB INC. (January 01, 2004)
-
The name of the corporation is changed to:
Not amended -
The number of directors or the minimum/maximum number of directors are amended as follows:
Not amended -
The articles are amended as follows:
A. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. If none, enter "None":
Not amended
B. The classes and any maximum number of shares that the corporation is authorized to issue:
Not amended
C. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors' authority with respect to any class of shares which may be issued in series. If there is only one class of shares, enter "Not Applicable":
Terms of Non Cumulative 5 Year Fixed Rate Reset Preferred Shares, Series 6
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
Page 1 of 13
BCA - Articles of Amendment - EQB INC. - OCN:1601254 - April 22, 2026
The following are the rights, privileges, restrictions and conditions (the "Series 6 Preferred Shares Provisions") attaching to the non cumulative 5 year fixed rate reset preferred shares, Series 6 (the "Series 6 Preferred Shares") of the Company. The Series 6 Preferred Share Provisions are in addition to those rights, privileges, restrictions and conditions attaching to preference shares, issuable in series, as a class (the "Preferred Shares") of the Company.
1. Interpretation
(1) Defined Terms. In these Series 6 Preferred Shares Provisions:
"Annual Fixed Dividend Rate" means, for any Subsequent Fixed Rate Period, the rate (expressed as a percentage rate rounded down to the nearest one hundred thousandth of one percent (with 0.000005% being rounded up)) equal to the sum of the Government of Canada Yield on the applicable Fixed Rate Calculation Date plus 3.650%.
"Bank Limited Recourse Trust" means Equitable Bank LRCN Limited Recourse Trust, a trust established under the laws of the Province of Manitoba and the initial holder of the Bank Series 7 Preferred Shares.
"Bank Notes" means the 6.761% Limited Recourse Capital Notes, Series 2 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness) to be issued by Equitable Bank on or about April 27, 2026.
"Bank Series 7 Preferred Shares" means the non cumulative 5 year fixed rate reset preferred shares, Series 7 (Non-Viability Contingent Capital (NVCC)) of Equitable Bank.
"Bank Shares" has the meaning attributed to it in Section 15.
"Bloomberg Screen GCAN5YR Page" means the display designated on page "GCAN5YR" on the Bloomberg Financial L.P. service (or such other page as may replace the GCAN5YR page on that service for purposes of displaying Government of Canada bond yields).
"Board of Directors" means the board of directors of the Company.
"Book Entry System" means the record entry securities transfer and pledge system administered by the Depository in accordance with its operating rules and procedures in force from time to time or any successor system thereof.
"Business Day" means a day other than a Saturday, a Sunday or any other day which is a statutory or civic holiday in Toronto, Ontario.
"Cash Redemption Price" has the meaning attributed to it in Section 3(3).
"Common Shares" means the common shares of the Company.
"Company" means EQB Inc. and its successors and assigns.
"Corporate Secretary" means the corporate secretary of the Company.
"Depository" means CDS Clearing and Depository Services Inc. and its nominees, or any successor carrying on the business as a depository, which is approved by the Company pursuant to Section 10(1).
"Dividend Payment Date" means April 30 and October 31 in each year.
"Dividend Waiver" means a waiver duly executed and delivered by the holder(s) of all of the issued and outstanding shares of a series of such holder(s) rights to receive any and all dividends on the shares during a period specified in such waiver.
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
BCA - Articles of Amendment - EQB INC. - OCN:1601254 - April 22, 2026
"Extraordinary Resolution" has the meaning attributed to it in Section 9.
"Fixed Period End Date" means October 31, 2031 and each October 31 every fifth year thereafter.
"Fixed Rate Calculation Date" means, for any Subsequent Fixed Rate Period, the Business Day prior to the first day of such Subsequent Fixed Rate Period.
"Fundamental Change" has the meaning attributed to it in Section 7(1).
"Global Certificate" means, if applicable, the global certificate representing outstanding Series 6 Preferred Shares held through the Book-Entry System.
"Government of Canada Yield" means, as at any Fixed Rate Calculation Date, the bid yield to maturity on such date (assuming semi-annual compounding) of a Canadian dollar denominated non-callable Government of Canada bond with a term to maturity of five years as quoted as of 10:00 a.m. (Toronto time) on such date and which appears on the Bloomberg Screen GCAN5YR Page on such date; provided that, if such rate does not appear on the Bloomberg Screen GCAN5YR Page on such date, the Government of Canada Yield will mean the bid yield to maturity on such date, compounded semi-annually, which a non-callable Government of Canada nominal bond would be expected to carry if issued, in Canadian dollars in Canada, at 100% of its principal amount on such date with a term to maturity equal to the related Subsequent Fixed Rate Period, as determined by two independent Canadian investment dealers (each of which is a member of the Canadian Investment Regulatory Organization or any successor to or of the Canadian Investment Regulatory Organization) selected by the Company, and based on a linear interpolation of the yields represented by the arithmetic average of bids observed in the market on the relevant date (or, if not available on the relevant date, on the most recent date for which such bids are available) for each of the two outstanding non-callable Government of Canada nominal bonds which have the terms to maturity which most closely span such Subsequent Fixed Rate Period on such Fixed Rate Calculation Date, where such arithmetic average is based in each case on the bids quoted by such independent investment dealers.
"Initial Annual Fixed Dividend Rate" means 6.760% per annum.
"Initial Fixed Rate Period" means the period commencing April 23, 2026 to, but excluding, October 31, 2031.
"Limited Recourse Trust" means EQB LRCN Limited Recourse Trust, a trust established under the laws of the Province of Manitoba and the initial holder of the Series 6 Preferred Shares.
"Notes" means the 6.760% Limited Recourse Capital Notes, Series 2 (Subordinated Indebtedness) to be issued by the Company on or about April 27, 2026.
"NVCC Automatic Conversion" means a non-viability contingent conversion of the Bank Series 7 Preferred Shares upon the occurrence of a Trigger Event.
"OBCA" means the Business Corporations Act (Ontario).
"OSFI" means the Office of the Superintendent of Financial Institutions Canada.
"Participants" has the meaning attributed to it in Section 10(1).
"Preferred Shares" has the meaning attributed to it in the introductory paragraph to these Series 6 Preferred Shares Provisions.
"Redemption Date" has the meaning attributed to it in Section 3(8).
"Redemption Notice" has the meaning attributed to it in Section 3(8).
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
Page 3 of 13
BCA - Articles of Amendment - EQB INC. - OCN:1601254 - April 22, 2026
"Series 6 Preferred Shares" has the meaning attributed to it in the introductory paragraph to these Series 6 Preferred Shares Provisions.
"Series 6 Preferred Shares Provisions" has the meaning attributed to it in the introductory paragraph to these terms and conditions attaching to the Series 6 Preferred Shares.
"Subsequent Fixed Rate Period" means for the initial Subsequent Fixed Rate Period, the period from and including October 31, 2031 to, but excluding, the next Fixed Period End Date, and each five-year period thereafter, from and including such Fixed Period End Date to, but excluding, the next Fixed Period End Date.
"Tax Act" means the Income Tax Act (Canada).
"Tax Event Date" means the date on which the Company has received an opinion of independent counsel of a nationally recognized law firm in Canada experienced in such matters (who may be counsel to the Company) to the effect that, as a result of, (i) any amendment to, clarification of, or change (including any announced prospective change) in, the laws, or any regulations thereunder, or any application or interpretation thereof, of Canada, or any political subdivision or taxing authority thereof or therein, affecting taxation; (ii) any judicial decision, administrative pronouncement, published or private ruling, regulatory procedure, rule, notice, announcement, assessment or reassessment (including any notice or announcement of intent to adopt or issue such decision, pronouncement, ruling, procedure, rule, notice, announcement, assessment or reassessment) (collectively, an "Administrative Action"); or (iii) any amendment to, clarification of, or change (including any announced prospective change) in, the official position with respect to or the interpretation of any Administrative Action or any interpretation or pronouncement that provides for a position with respect to such Administrative Action that differs from the theretofore generally accepted position, in each case (i), (ii) or (iii), by any legislative body, court, governmental authority or agency, regulatory body or taxing authority, irrespective of the manner in which such amendment, clarification, change, Administrative Action, interpretation or pronouncement is made known, which amendment, clarification, change or Administrative Action is effective or which interpretation, pronouncement or Administrative Action is announced on or after the date of issue of the Notes, there is more than an insubstantial risk (assuming any proposed or announced amendment, clarification, change, interpretation, pronouncement or Administrative Action is effective and applicable) that (A) the Company or the Limited Recourse Trust is, or may be, subject to more than a de minimis amount of additional taxes, duties or other governmental charges or civil liabilities because the treatment of any of its items of income, taxable income, expense, taxable capital or taxable paid-up capital with respect to the Notes (including the treatment by the Company of interest on the Notes) or the treatment of the Notes or the Series 6 Preferred Shares (including dividends thereon) or other assets of the Limited Recourse Trust or the Limited Recourse Trust, as or as would be reflected in any tax return or form filed, to be filed, or otherwise could have been filed, will not be respected by a taxing authority, or (B) the Limited Recourse Trust is, or will be, subject to more than a de minimis amount of taxes, duties or other governmental charges or civil liabilities.
"Transfer Agent" means Odyssey Trust Company, or such other person as from time to time may be the registrar and transfer agent for the Series 6 Preferred Shares.
"Trigger Event" has the meaning attributed thereto in the OSFI Guideline for Capital Adequacy Requirements (CAR), Chapter 2 - Definition of Capital, effective November 2025, as such term may be amended or superseded by OSFI from time to time.
(2) Ranking of Shares. The expressions "in priority to", "on a parity with", "ranking equally with", "ranking prior to" and "ranking junior to" and similar expressions refer to the order of priority only in payment of dividends or in the distribution of assets in the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company for the purpose of winding up its affairs.
(3) Holder. References to a "holder" in relation to Series 6 Preferred Shares means a registered holder of those shares.
(4) References to Statutes. Reference to any statute is to that statute as in force from time to time, including any regulations,
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quintarilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
BCA - Articles of Amendment - EQB INC. - OCN:1601254 - April 22, 2026
rules, policy statements or guidelines made under that statute, and includes any statute which may be enacted in substitution of that statute.
(5) Other Payment Matters.
(a) If any date on which any dividend on the Series 6 Preferred Shares is payable, or on or by which any other action is required to be taken by the Company under these Series 6 Preferred Shares Provisions is not a Business Day, then the dividend will be payable, or such other action will be required to be taken, on or by the next day that is a Business Day.
(b) Whenever it is necessary to compute any dividend amount in respect of the Series 6 Preferred Shares for a period of less than one full semi-annual dividend period, such dividend amount shall be calculated on the basis of the actual number of days in the period and a year of 365 days.
(c) In the event of the non receipt of a cheque by a holder of Series 6 Preferred Shares entitled to the cheque, or the loss or destruction of the cheque, the Company, on being furnished with reasonable evidence of non receipt, loss or destruction, and an indemnity reasonably satisfactory to the Company, will issue to the holder a replacement cheque for the amount of the original cheque.
(d) The Company will be entitled to deduct or withhold from any amount payable to a holder of Series 6 Preferred Shares under these Series 6 Preferred Shares Provisions any amount required or permitted by law to be deducted or withheld from that payment.
(6) Currency and Currency Conversion.
All dollar amounts in these Series 6 Preferred Shares Provisions are expressed in Canadian dollars. If it is necessary to convert any amount into Canadian dollars, the Board of Directors will select an appropriate method and rate of exchange to convert any non Canadian currency into Canadian dollars.
2. Dividends
(1) Payment of Dividends.
(a) Unless waived by the holders of Series 6 Preferred Shares, the holders of Series 6 Preferred Shares will be entitled to receive, and the Company will pay on the Series 6 Preferred Shares, as and when declared by the Board of Directors, fixed rate non cumulative preferential cash dividends at the rates and times herein provided.
(b) During the Initial Fixed Rate Period, dividends on the Series 6 Preferred Shares will be payable semi-annually on each Dividend Payment Date at the Initial Annual Fixed Dividend Rate. Accordingly, on each Dividend Payment Date during the Initial Fixed Rate Period, the dividend payable, if declared, will be in an amount of $33.80 per share. Notwithstanding the foregoing, the first of such dividends, if declared, will be paid on October 31, 2026 and will be $35.09643836 per share in respect of the period from and including the date of issue of the Series 6 Preferred Shares to, but excluding, October 31, 2026.
(c) During each Subsequent Fixed Rate Period, dividends on the Series 6 Preferred Shares will, if declared, be in the amount per share per annum determined by multiplying the Annual Fixed Dividend Rate applicable to such Subsequent Fixed Rate Period by $1,000.00, payable semi-annually on each Dividend Payment Date.
(d) The Company will, in respect of each Subsequent Fixed Rate Period, calculate on each Fixed Rate Calculation Date the Annual Fixed Dividend Rate for such Subsequent Fixed Rate Period and will, on the Fixed Rate Calculation Date, give written notice thereof to the then holders of Series 6 Preferred Shares by mailing such notice by ordinary unregistered first class prepaid mail to the address of each such holder as it appears on the books of the Company, or if the address of any such holder does not so appear, then to the last known address of such holder. Each such determination by the Company of the Annual Fixed Dividend Rate will, in the absence of manifest error, be final and binding upon the Company and upon all holders of Series 6 Preferred Shares.
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Auntanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
BCA - Articles of Amendment - EQB INC. - OCN:1601254 - April 22, 2026
(e) If the Board of Directors does not declare the dividend, or any part thereof, on the Series 6 Preferred Shares on or before the Dividend Payment Date for a particular period, then the entitlement of the holders of the Series 6 Preferred Shares to receive such dividend, or to any undeclared part thereof, for such period will be forever extinguished.
(f) In addition to the foregoing, in the event Equitable Bank declares and pays a dividend in respect of the Bank Series 7 Preferred Shares, the Company shall forthwith declare and pay a dividend per share on the Series 6 Preferred Shares at the Initial Annual Fixed Dividend Rate or the applicable Annual Fixed Dividend Rate, as applicable, unless a Dividend Waiver in respect of the Series 6 Preferred Shares is in place. However, for greater certainty, the failure of Equitable Bank to declare and pay a dividend on the Bank Series 7 Preferred Shares shall not alter the dividend entitlements of the Series 6 Preferred Shares as provided in these Series 6 Preferred Shares Terms.
(g) The Company will use its best efforts, subject to compliance with applicable law, including without limitation, all applicable OSFI requirements and the due exercise of the fiduciary obligations of the Board of Directors, and there being a Dividend Waiver in place in respect of the Series 6 Preferred Shares, to declare and pay dividends on the Series 6 Preferred Shares, including without limitation, in the event Equitable Bank does not pay a dividend on the Bank Series 7 Preferred Shares.
(2) Method of Payment. The Company may pay dividends, in cash, in any manner as it may agree with any particular holder, including the Limited Recourse Trust. Without limiting the generality of the foregoing, dividends on the Series 6 Preferred Shares may be paid by cheque of the Company, in lawful money of Canada payable at par at any branch in Canada of a chartered bank or trust company, in the amount of the applicable dividend, rounded to the nearest whole cent ($0.01), less any tax required by law to be deducted or withheld by the Company. The mailing by ordinary unregistered first class prepaid mail of such a cheque to a holder of Series 6 Preferred Shares to the address of the holder as it appears on the register of holders, or if the address of any such holder does not so appear, then to the last known address of such holder, on or before the fifth Business Day before the Dividend Payment Date will be deemed to be payment and will satisfy and discharge all liabilities for dividends payable on that Dividend Payment Date to the extent of the amount represented by the cheque (plus any tax required by law to be deducted or withheld from the payment) unless such cheque is not paid on due presentation. Dividends represented by a cheque which has not been duly presented for payment within six years after it was issued or that otherwise remain unclaimed for a period of six years from the date on which the dividends were declared to be payable and set apart for payment will be forfeited to the Company.
3. Redemption
(1) No Redemption Before September 30, 2031. Except as specifically provided in this Section 3, the Company may not redeem any Series 6 Preferred Shares before September 30, 2031.
(2) Redemption of the Bank Series 7 Preferred Shares by Equitable Bank. If Equitable Bank elects to complete and has obtained receipt of all necessary regulatory approvals relating to a redemption of any number of Bank Series 7 Preferred Shares, then the Company shall provide written notice to the holders of the Series 6 Preferred Shares and, subject to compliance with applicable law and Section 6, shall redeem (for a payment of the Cash Redemption Price) immediately after a redemption by Equitable Bank, the same number of Series 6 Preferred Shares as the number of Bank Series 7 Preferred Shares that have been redeemed by Equitable Bank. For greater certainty, upon the occurrence of a NVCC Automatic Conversion, there is no obligation of the Company to redeem any Series 6 Preferred Shares.
(3) Redemption On and After September 30, 2031. Subject to the provisions of the OBCA and Section 6, during the period from September 30, 2031 to and including October 31, 2031 and during the period from September 30 to and including October 31 every fifth year thereafter, the Company, upon giving notice as hereinafter provided, may redeem all, or from time to time any part, of the outstanding Series 6 Preferred Shares, at the option of the Company, without the consent of the holders of Series 6 Preferred Shares, as stipulated in the notice hereinafter provided, by the payment of an amount in cash for each such share to be redeemed of $1,000.00 together with any declared and unpaid dividends up to, but excluding, the date fixed for redemption (the "Cash Redemption Price"); provided that Equitable Bank elects to complete and has obtained receipt of all necessary
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Auntanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
BCA - Articles of Amendment - EQB INC. - OCN:1601254 - April 22, 2026
regulatory approvals relating to a redemption of the same number of Bank Series 7 Preferred Shares.
(4) Redemption On or Following a Tax Event Date. Upon the occurrence of a Tax Event Date, but subject to the provisions of the OBCA and Section 6, the Company may, upon giving notice as hereinafter provided, at any time on or following a Tax Event Date, redeem the then outstanding Series 6 Preferred Shares, in whole but not in part, by the payment of an amount in cash for each Series 6 Preferred Share so redeemed of the Cash Redemption Price; provided that Equitable Bank elects to complete and has obtained receipt of all necessary regulatory approvals relating to a redemption of the same number of Bank Series 7 Preferred Shares.
(5) Redemption Concurrent with Redemption of Notes. If at any time the Company redeems Notes in accordance with their terms or purchases Notes, in whole or in part, by tender offer, open market purchases, negotiated transactions or otherwise, for cancellation, then the Company shall, subject to the provisions of the OBCA and Section 6, redeem such number of Series 6 Preferred Shares with an aggregate face amount equal to the aggregate principal amount of Notes redeemed or purchased for cancellation by the Company, by the payment of an amount in cash for each share so redeemed of the Cash Redemption Price.
(6) Redemption Concurrent with Maturity of Notes. Concurrently with or upon the maturity of the Notes, the Company shall redeem all of the outstanding Series 6 Preferred Shares by the payment of an amount in cash for each share so redeemed of the Cash Redemption Price and apply, or cause the trustee of the Limited Recourse Trust to apply, the proceeds of such redemption towards the repayment of the aggregate principal amount of and any accrued and unpaid interest on the Notes.
(7) Partial Redemptions. In the case of partial redemptions, Series 6 Preferred Shares to be redeemed will be redeemed pro rata (disregarding fractions).
(8) Notice of Redemption. The Company will give to each holder of Series 6 Preferred Shares to be redeemed pursuant to this Section 3 a notice in writing of the intention of the Company to redeem such shares (the "Redemption Notice"). The Redemption Notice must be given at least 10 days but not more than 60 days before the Redemption Date. The Redemption Notice must set out the number of Series 6 Preferred Shares held by the person to whom it is addressed which are to be redeemed, the Cash Redemption Price and the date on which the redemption is to occur (the "Redemption Date").
(9) Method of Payment. The Company will pay or cause to be paid to the holders of the Series 6 Preferred Shares to be redeemed pursuant to this Section 3 the Cash Redemption Price, together with payment of any fractional interest, as the case may be, subject to Section 10, on presentation and surrender at the offices of the Transfer Agent in Toronto, Ontario, or at any other place or places within Canada designated in the Redemption Notice, of the certificate or certificates for the Series 6 Preferred Shares so called for redemption, if any, together with such other documents as may be reasonably required to effect a transfer of the Series 6 Preferred Shares. Payment will be made by cheque payable at par at any branch in Canada of a chartered bank or trust company. If only a part of the Series 6 Preferred Shares represented by any certificate are redeemed, a new certificate for the balance will be issued at the expense of the Company. Subject to Section 3(10), from and after the Redemption Date specified in any Redemption Notice, the Series 6 Preferred Shares called for redemption will be deemed to be redeemed and the holders of those Series 6 Preferred Shares will cease to be entitled to dividends, no interest shall accrue or be payable on the Cash Redemption Price, and the holders of those Series 6 Preferred Shares will not be entitled to exercise any of the rights of shareholders in respect of those Series 6 Preferred Shares unless payment of the Cash Redemption Price is not duly made by the Company on presentation and surrender of the certificate or certificates representing the Series 6 Preferred Shares.
(10) Deposit of Redemption Price. At any time after the Redemption Notice is given, the Company will have the right to deposit the Cash Redemption Price of any or all Series 6 Preferred Shares called for redemption with the Company or with any chartered bank or trust company in Canada named in the Redemption Notice, including the Transfer Agent or an affiliate of the Transfer Agent, to the credit of a special account for the respective holders of those Series 6 Preferred Shares to be paid on surrender to the Company or that chartered bank or trust company of the certificate or certificates representing those Series 6 Preferred Shares. Any such deposit will constitute payment and satisfaction of the Cash Redemption Price of the Series 6 Preferred Shares for which the deposit is made and the rights of the holders of those shares will be limited to receiving the proportion (less any
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
Page 7 of 13
BCA - Articles of Amendment - EQB INC. - OCN:1601254 - April 22, 2026
tax required by law to be deducted or withheld) of the Cash Redemption Price so deposited applicable to those shares, without interest, on presentation and surrender of the certificate or certificates representing the Series 6 Preferred Shares being redeemed. The Company will be entitled to any interest on such deposit.
4. Purchase for Cancellation
(1) Subject to Section 6 and the provisions of applicable securities laws, the Company may purchase for cancellation at any time all or from time to time any part of the Series 6 Preferred Shares then outstanding at the lowest price or prices at which in the opinion of the Board of Directors such shares are obtainable; provided that Equitable Bank elects to complete and has obtained receipt of all necessary regulatory approvals relating to a purchase of the same number of Bank Series 7 Preferred Shares.
(2) In the event that Equitable Bank elects to complete and has obtained receipt of all necessary regulatory approvals relating to the purchase for cancellation of any number of Bank Series 7 Preferred Shares, then the Company, subject to Section 6, in compliance with applicable law and upon receipt of the notice of Equitable Bank's intention to purchase such shares for cancellation, shall (i) purchase for cancellation the same number of Series 6 Preferred Shares as the number of Bank Series 7 Preferred Shares that are then proposed to be purchased by Equitable Bank, and (ii) immediately thereafter tender, or cause the trustee of the Limited Recourse Trust to tender to Equitable Bank for cancellation the same number of Bank Series 7 Preferred Shares as Series 6 Preferred Shares tendered to and purchased for cancellation by the Company.
5. Rights on Liquidation
In the event of the liquidation, dissolution or winding up of the Company, the holders of the Series 6 Preferred Shares will be entitled to receive $1,000.00 for each Series 6 Preferred Share held by them, plus any dividends declared and unpaid to the date of payment, before any amounts are paid or any assets of the Company are distributed to the holders of the Common Shares or any shares ranking junior to the Series 6 Preferred Shares. After payment of those amounts, the holders of Series 6 Preferred Shares will not be entitled to share in any further distribution of the property or assets of the Company.
6. Restrictions on Dividends and Retirement of Shares
(1) For so long as any of the Series 6 Preferred Shares are outstanding, the Company will not, without the approval of the holders of the Series 6 Preferred Shares given in accordance with Section 9:
(a) pay any dividends (other than stock dividends payable in shares of the Company ranking as to capital and dividends junior to the Series 6 Preferred Shares) on shares of the Company ranking as to dividends junior to the Series 6 Preferred Shares;
(b) except out of the net cash proceeds of a substantially concurrent issue of shares of the Company ranking as to return of capital and dividends junior to the Series 6 Preferred Shares, redeem or call for redemption, purchase or otherwise pay off, retire or make any return of capital in respect of any shares of the Company ranking as to capital junior to the Series 6 Preferred Shares;
(c) redeem or call for redemption, purchase, or otherwise pay off or retire for value or make any return of capital in respect of less than all of the Series 6 Preferred Shares then outstanding; or
(d) except pursuant to any purchase obligation, retraction privilege or mandatory redemption provisions attaching thereto, redeem or call for redemption, purchase or otherwise pay off, retire or make any return of capital in respect of any Preferred Shares ranking as to the payment of dividends or return of capital on a parity with the Series 6 Preferred Shares,
unless in each case, all dividends on the Series 6 Preferred Shares then issued and outstanding, up to and including those payable on the Dividend Payment Date for the last completed period for which dividends will be payable and in respect of which the rights of the holders thereof have not been extinguished, and all dividends then accrued up to and including the most recent applicable Dividend Payment Date on all other shares ranking prior to or pari passu with the Series 6 Preferred Shares, have
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
BCA - Articles of Amendment - EQB INC. - OCN:1601254 - April 22, 2026
been declared and paid or set apart for payment.
7. Voting Rights
(1) Subject to applicable law, the Company's by-laws and Section 16, the holders of the Series 6 Preferred Shares will not be entitled to receive notice of or to attend or to vote at any meeting of the shareholders of the Company (i) except in the event of a proposed change in the business of the Company or Equitable Bank (which, for greater certainty, will not include a NVCC Automatic Conversion), including any action such as the issuance of debt or preferred shares that, in the reasonable opinion of the independent members of the Board of Directors (which, for greater certainty, is defined as those directors other than members of Company management), will result in the Company not being able to pay the applicable dividend on any outstanding Series 6 Preferred Shares (a "Fundamental Change") or (ii) unless and until the first time at which the Board of Directors has not declared or paid the whole dividend in any period on the Series 6 Preferred Shares at the applicable dividend rate. In the event of (i) above, the holders of the Series 6 Preferred Shares will be entitled to receive notice of, and to attend a meeting of shareholders of the Company entitled to vote on the matter to consider the Fundamental Change and will be entitled to one vote for each Series 6 Preferred Share held. The Company or Equitable Bank, as applicable, will not proceed with the Fundamental Change unless a majority of the Company's shareholders (other than holders of Series 6 Preferred Shares) voting on the matter and a majority of the holders of the Series 6 Preferred Shares voting on the matter have approved the Fundamental Change. In the event of (ii) above, the holders of the Series 6 Preferred Shares will be entitled to receive notice of, and to attend, meetings of shareholders of the Company at which directors are to be elected and will be entitled to one vote for each Series 6 Preferred Share held in the election of directors, voting together with all other shareholders of the Company entitled to vote on such matter. The voting rights of the holders of the Series 6 Preferred Shares under (ii) above will forthwith cease upon payment by the Company of the first dividend on Series 6 Preferred Shares to which the holders are entitled subsequent to the time such voting rights first arose, until such time as the Company may again fail to declare or pay the applicable dividend in which event the voting rights set out in (ii) above will become effective again.
In connection with any action to be taken by the Company which requires the approval of the holders of Series 6 Preferred Shares voting as a series or as part of the class, each such share will entitle the holder thereof to one vote.
8. Issue of Additional Shares and Amendments to Series 6 Preferred Shares
(1) Issue of Additional Shares. The Company may issue shares of any other series of preferred shares of the Company ranking on a parity with the Series 6 Preferred Shares without authorization of the holders of Series 6 Preferred Shares.
(2) Amendments to Series 6 Preferred Shares. The Company will not without, but may from time to time with, the approval of holders of the Series 6 Preferred Shares given as specified in Section 9, delete, amend or vary any of these Series 6 Preferred Shares Provisions.
9. Approval of Holders of Series 6 Preferred Shares
Any approval given by the holders of Series 6 Preferred Shares will be deemed to have been sufficiently given if given by a resolution passed at a meeting of the holders of Series 6 Preferred Shares duly called and held on not less than 21 days' notice at which the holders of at least one third of the outstanding Series 6 Preferred Shares are present or are represented by proxy and, other than as required by Section 7, carried by the affirmative vote of not less than 66 2/3% of the votes cast at the meeting (an "Extraordinary Resolution"). If at the meeting the holders of at least one third of the outstanding Series 6 Preferred Shares are not present or represented by proxy within 30 minutes after the time appointed for the meeting, the meeting will be adjourned to such date, not less than 21 days afterwards, and to such time and place as the chair of the meeting may designate, and not less than 15 days' written notice shall be given of the adjourned meeting. At the adjourned meeting, the holders of Series 6 Preferred Shares present or represented by proxy may transact the business for which the meeting was originally called and an Extraordinary Resolution passed at the adjourned meeting will constitute the approval of the holders of Series 6 Preferred Shares. On every poll taken at any meeting or adjourned meeting, every holder of Series 6 Preferred Shares will be entitled to
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
BCA - Articles of Amendment - EQB INC. - OCN:1601254 - April 22, 2026
one vote in respect of each Series 6 Preferred Share held. Subject to the foregoing, the formalities to be observed in respect of the giving of notice of any meeting or adjourned meeting and the conduct of any such meeting will be those from time to time as may be prescribed in the by laws of the Company with respect to meetings of shareholders or under the OBCA.
10. Registration of Series 6 Preferred Shares and Transfer, Redemption, Purchase and Exchanges Through the Book Entry System
(1) Registration. Subject to Sections 10(2) and (3) and notwithstanding any other provision of these Series 6 Preferred Shares Provisions, at any time that the Series 6 Preferred Shares are not held by the trustee of the Limited Recourse Trust, the Series 6 Preferred Shares will be represented in the form of either an electronic position or a single fully-registered Global Certificate representing the aggregate number of Series 6 Preferred Shares held by, or on behalf of, the Depository as custodian for the participants (the "Participants") in the Book Entry System, and will be registered in the name of "CDS & Co." (or such other name as the Depository may use from time to time as its nominee name for purposes of the Book Entry System) and registrations of ownership, transfers, redemptions, purchases, surrenders and exchanges of Series 6 Preferred Shares will be made only through the Book Entry System to another nominee of the Depository for the Series 6 Preferred Shares or to a successor Depository for the Series 6 Preferred Shares approved by the Company or to a nominee of such successor Depository. Accordingly, subject to Section 10(3), the beneficial owners of Series 6 Preferred Shares will not receive a certificate or other instrument from the Company or the Depository evidencing their ownership of Series 6 Preferred Shares, and beneficial owners will not be shown on the records maintained by the Depository, except through a book entry account of a Participant acting on behalf of a beneficial owner.
(2) Depository is Owner of Series 6 Preferred Shares. For purposes of these Series 6 Preferred Shares Provisions, as long as the Depository, or its nominee, is the registered holder of the Series 6 Preferred Shares:
(a) the Depository, or its nominee, as the case may be, will be considered the sole owner of the Series 6 Preferred Shares for the purpose of receiving notices or payments on or in respect of the Series 6 Preferred Shares, including payments of dividends or the Cash Redemption Price; and
(b) the Company, pursuant to the exercise by it of its right to redeem Series 6 Preferred Shares, will deliver or cause to be delivered to the Depository, or its nominee, for the benefit of the beneficial owners of the Series 6 Preferred Shares, the Cash Redemption Price against delivery, if applicable, to the Company's account with the Depository, or its nominee, of such holder's Series 6 Preferred Shares.
(3) Termination of Book Entry System. If at any time the Company determines or the Depository notifies the Company in writing that the Depository is no longer willing or able to discharge properly its responsibility as depository and, in either case, the Company is unable to determine a qualified successor, or the Company, at its option, elects, or is required by law, to terminate the Book Entry System, Sections 10(1) and 10(2) will no longer be applicable to the Series 6 Preferred Shares. In that case, the Company will execute and deliver certificates for the Series 6 Preferred Shares in definitive registered form equal to the aggregate number of Series 6 Preferred Shares represented in the Book Entry System. On such exchange, the Transfer Agent will cancel the electronic position or the Depository will surrender the Global Certificate to the Transfer Agent for re-registration, as applicable. Certificates for Series 6 Preferred Shares in definitive registered form issued in exchange for the electronic position or Global Certificate, as applicable, will be registered in such names and in such number of Series 6 Preferred Shares as instructed in writing by the Depository to the Transfer Agent. The Transfer Agent will deliver or cause to be delivered such definitive certificates to the persons in whose names the Depository has so instructed. The Company will not be liable for any delay in delivering such instructions and may conclusively act and rely on and will be protected in acting and relying on such instructions.
11. Notices
(1) Notice to the Company. Subject to applicable law, any notice, request or other communication to be given to the Company by a holder of Series 6 Preferred Shares must be in writing and will be valid and effective if given by mail (postage prepaid) or by
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Auntanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
Page 10 of 13
BCA - Articles of Amendment - EQB INC. - OCN:1601254 - April 22, 2026
electronic communication or by delivery to the registered office of the Company and addressed to the attention of the Corporate Secretary. Any such notice, request or other communication, if given by mail, electronic communication or delivery, will be deemed to have been given and received only on actual receipt by the Company.
(2) Presentation and Surrender of Certificates. Any presentation and surrender by a holder of Series 6 Preferred Shares to the Company or the Transfer Agent of certificates representing Series 6 Preferred Shares in connection with the redemption of Series 6 Preferred Shares must be made by registered mail (postage prepaid) or by delivery to the registered office of the Company or to such office of the Transfer Agent as may be specified by the Company, in each case addressed to the attention of the Corporate Secretary. Any such presentation and surrender of certificates will be deemed to have been made and to be effective only on actual receipt by the Company or the Transfer Agent, as the case may be. Any such presentation and surrender of certificates made by registered mail will be at the sole risk of the holder mailing the same.
(3) Notice to Holders of Series 6 Preferred Shares. Subject to applicable law, any notice, request or other communication to be given to a holder of Series 6 Preferred Shares by or on behalf of the Company must be in writing and will be valid and effective if given by ordinary unregistered first class mail (postage prepaid) or by electronic communication or by delivery to the address of the holder recorded in the securities register of the Company or, in the event of the address of any such holder not being so recorded, then at the last known address of such holder. Any such notice, request or other communication, if given by mail, will be deemed to have been given and received on the fifth Business Day following the date of mailing and, if given by electronic communication or by delivery, will be deemed to have been given and received on the date of electronic communication or delivery. Accidental failure or omission to give any notice, request or other communication to one or more holders of Series 6 Preferred Shares, or any defect in such notice, will not invalidate or otherwise alter or affect any action or proceeding to be taken by the Company pursuant to that notice, request or other communication.
12. Tax Election
The Company will elect, in the manner and within the time provided under Section 191.2 of the Tax Act or any successor or replacement provision of similar effect, and take all other necessary action under the Tax Act, to pay tax under Part VI. 1 of the Tax Act at a rate such that holders of the Series 6 Preferred Shares will not be required to pay tax on dividends received (or deemed to be received) on the Series 6 Preferred Shares under Section 187.2 of the Tax Act or any successor or replacement provision of similar effect. Nothing in this section will prevent the Company from entering into an agreement with a taxable Canadian corporation with which it is related to transfer all or part of the Company's liability for tax under Section 191.1 of the Tax Act to that taxable Canadian corporation in accordance with Section 191.3 of the Tax Act.
13. Return of Unclaimed Funds to the Company
The Company shall have the right, with respect to any funds deposited by the Company to any chartered bank or trust company in respect of amounts due to holders of Series 6 Preferred Shares, on or after the first anniversary date of the deposit of such funds to any chartered bank or trust company, to require that such chartered bank or trust company return to the Company any funds which remain unclaimed by holders of the Series 6 Preferred Shares. If at any time following the return of the unclaimed funds to the Company, either the Company or the chartered bank or trust company receives a request from a holder of Series 6 Preferred Shares for the holder's unclaimed entitlement to any amount due to the holder in respect of the holder's Series 6 Preferred Shares, the Company shall promptly arrange for the payment of such amount to the holder.
14. Wire or Electronic Transfer of Funds
Notwithstanding any other right, privilege, restriction or condition attaching to the Series 6 Preferred Shares, the Company may, at its option, make any payment due to a holder of Series 6 Preferred Shares hereunder by way of a wire or electronic transfer of funds to each registered holder of Series 6 Preferred Shares. In the event that a payment is made by way of a wire or electronic transfer of funds, the Company shall be responsible for any applicable charges or fees relating to the making of such transfer. As soon as practicable following the determination by the Company that a payment is to be made by way of a wire or electronic
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
Page 11 of 13
BCA - Articles of Amendment - EQB INC. - OCN:1601254 - April 22, 2026
transfer of funds, the Company shall notify each registered holder of Series 6 Preferred Shares at the address of such holder as it appears on the books of the Company. Such notice by the Company will request that each registered holder of Series 6 Preferred Shares provide the particulars of an account of such holder with a chartered bank in Canada to which the wire or electronic transfer of funds shall be directed. In the event that the Company does not receive account particulars from a registered holder of Series 6 Preferred Shares prior to the date such payment is to be made, the Company shall deposit the funds otherwise payable to such holder in a special account in trust for such holder. The making of a payment by way of a wire or electronic transfer of funds or, in the case where a registered holder of the Series 6 Preferred Shares has not provided the Company with account particulars for a wire or electronic transfer of funds, the deposit by the Company of the funds otherwise payable to such holder in a special account in trust for such holders, shall be deemed to constitute payment by the Company on the date thereof and shall satisfy and discharge all liabilities of the Company for such payment to the extent of the amount represented by such transfer.
15. Additional Conditions with Respect to Equitable Bank
(1) As long as any Series 6 Preferred Shares are outstanding, either the Company or the trustee of the Bank Limited Recourse Trust shall continue to own all of the issued and outstanding common shares and preferred shares of Equitable Bank held by the Company or the trustee of the Bank Limited Recourse Trust, as applicable, as of the date of issue of the Series 6 Preferred Shares, subject to any redemption, cancellation or exchange of the preferred shares of Equitable Bank in accordance with their terms (collectively, the "Bank Shares") and shall not transfer any such Bank Shares (other than a transfer of the Bank Series 7 Preferred Shares from the Bank Limited Recourse Trust to the Company) without the prior consent of the holders of the Series 6 Preferred Shares by Extraordinary Resolution.
(2) For so long as the Series 6 Preferred Shares are held in the Limited Recourse Trust, the trustee of the Limited Recourse Trust will exercise any voting rights in respect of the Series 6 Preferred Shares held by the trustee of the Limited Recourse Trust only as directed by the Company, and the Company will provide instructions as to the voting of the Series 6 Preferred Shares only upon receiving directions from the holders of the Notes.
(3) The Company shall vote all its Bank Series 7 Preferred Shares on any particular matter in accordance with the results of any vote of the holders of the Series 6 Preferred Shares on the matter.
16. Additional Voting Rights with Respect to Equitable Bank
(1) Subject to applicable law, at any time the Company holds Bank Series 7 Preferred Shares, the Company shall not vote any of its Bank Series 7 Preferred Shares without the prior consent of the holders of the Series 6 Preferred Shares by Extraordinary Resolution in favour of any of the following changes to the share capital of Equitable Bank:
(a) any change that is captured by Section 218 of the Bank Act (Canada), except as otherwise modified by Equitable Bank's By law No. 2 Relating to the Issuance of Shares in the Capital of Equitable Bank, dated July 1, 2013, as amended by the Board of Directors on November 13, 2014, and as may be further amended or amended and restated from time to time or as that by-law may be amended to accommodate the voting rights contemplated by this Section 16(1); provided that for this purpose any reference to a class of shares in Section 218 of the Bank Act (Canada) will mean any class or series of shares;
(b) any change to effect an exchange, reclassification or cancellation of all or part of Bank Series 7 Preferred Shares, other than in accordance with their terms; or
(c) any change to create a new class of shares ranking superior to Bank Series 7 Preferred Shares.
D. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows. If none, enter "None":
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
Page 12 of 13
BCA - Articles of Amendment - EQB INC. - OCN:1601254 - April 22, 2026
Not amended
E. Other provisions:
Not amended
-
The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act.
-
The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on:
April 20, 2026
The articles have been properly executed by the required person(s).
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
V. Quinlanilla W.
Director/Registrar, Ministry of Public and Business Service Delivery
Page 13 of 13