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 April, 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:

 

Form 20-F  x Form 40-F  o

 

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): o

 

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): o

 

 

 

 

 

 

 

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 incorporated by reference into all effective registration statements (and into any prospectus that forms a part of any such registration statement) filed by Celestica Inc. with the Securities and Exchange Commission, and deemed to be a part thereof, from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by Celestica Inc. under the U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended.

 

 

Exhibit No.   Description
     
99.1   Certificate and Articles of Amendment, effective April 25, 2024
     
99.2   Certificate and Restated Articles of Incorporation effective April 25, 2024
     
99.3   Form of Common Share Certificate

 

 

 

 

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.

 

Date: April 25, 2024 CELESTICA INC.
   
   
  By: /s/ Douglas Parker
    Douglas Parker
    Chief Legal Officer and Corporate Secretary
     

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Certificate and Articles of Amendment, effective April 25, 2024
     
99.2   Certificate and Restated Articles of Incorporation effective April 25, 2024
     
99.3   Form of Common Share Certificate

 

 

 

Exhibit 99.1

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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 CELESTICA INC. Corporation Name / Dénomination sociale 1201522 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 25, 2024 / 25 avril 2024 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. 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. Directeur ou registrateur

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Ministry of Public and Business Service Delivery Articles of Amendment Business Corporations Act Corporation Name (Date of Incorporation/Amalgamation) CELESTICA INC. (September 27, 1996) 1. The name of the corporation is changed to: Not amended 2. The number of directors or the minimum/maximum number of directors are amended as follows: Not amended 3. 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: 1. The authorized capital of the Corporation is hereby amended as follows: (a) by deleting all the authorized Multiple Voting Shares and the rights, privileges, restrictions and conditions attaching thereto upon these Articles of Amendment becoming effective; and (b) by re-designating all presently existing Subordinate Voting Shares in the capital of the Corporation (both issued and unissued) as “Common Shares” (the “Common Shares”) and by replacing all of the rights, privileges, restrictions and conditions presently attached thereto with those rights, privileges, restrictions and conditions hereinafter set out. 2. The authorized capital of the Corporation, after giving effect to the foregoing, shall consist of an unlimited number of BCA - Articles of Amendment - CELESTICA INC. - OCN:1201522 - April 25, 2024 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. Director/Registrar, Ministry of Public and Business Service Delivery Page 1 of 3

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Common Shares and an unlimited number of Preferred Shares, issuable in series. 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": The rights, privileges, restrictions and conditions attaching to the Common Shares and Preferred Shares shall be as follows: Common Shares a) Dividends. Subject to the prior rights of the holders of Preferred Shares, the holders of Common Shares shall be entitled to receive dividends, and the Corporation shall pay dividends on the Common Shares, as and when declared by the board of directors of the Corporation (the "Board"), in such amount and in such form as the Board may from time to time determine. b) Voting Rights. The holders of the Common Shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Corporation, and to vote together at all such meetings, except meetings at which only the holders of one class or series of shares are entitled to vote separately as a class or series, as the case may be. The holders of Common Shares shall be entitled to one vote per share at any meeting of holders of Common Shares at which they are entitled to vote separately as a class. c) Modification, Sub-division and Consolidation. Any modification to the provisions attaching to the Common Shares shall require the separate affirmative vote of two-thirds of the votes cast by the holders of Common Shares. d) Rights on Dissolution. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, subject to the prior rights of the holders of Preferred Shares, the holders of the Common Shares then outstanding shall be entitled to receive the remaining property and assets of the Corporation rateably according to the number of Common Shares held by each holder. Preferred Shares a) Issuable in Series. The Board may issue the Preferred Shares at any time or from time to time in one or more series. b) Board to Fix Terms of Each Series. Before the issuance of shares of any such series, the Board shall (i) fix the number of shares in such series, (ii) determine, subject to the provisions attaching to the Preferred Shares as a class, the designation of, and the rights, privileges, restrictions and conditions attaching to, the Preferred Shares of such series (including, without limiting the generality of the foregoing, the rate or amount of dividends or the method of calculating dividends, the dates of payment thereof, the price and terms and conditions of any purchase for cancellation, retraction or redemption rights, voting rights (subject to these articles), any conversion or exchange rights and any sinking fund, or other provisions) and (iii) send to the Director under the Business Corporations Act (Ontario), as the same may be amended, re-enacted or replaced from time to time (the "Act"), articles of amendment in the prescribed form setting out such number, designation, rights, privileges, restrictions and conditions. c) Ranking. The Preferred Shares of each series shall rank as to dividends (to the extent, if any, that cumulative dividends are provided for in the provisions attaching thereto as a series) and capital on a parity with the Preferred Shares of every other series. The Preferred Shares of each series shall rank as to dividends and capital senior to the Common Shares. d) Rights on Dissolution. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Preferred Shares of each series shall be entitled to receive from the assets of the Corporation in respect of each such share held a sum equal to the amount in the stated capital account for such series divided by the number of shares in such series then outstanding, together with any accrued (in the case of cumulative dividends) or declared (in the case of non-cumulative dividends) and unpaid dividends thereon, before any amount shall be paid or any assets of the Corporation shall be distributed to the holders of Common Shares. Upon the receipt of such sum by the holders of the Preferred Shares of each series, such holders shall not be entitled to share in the distribution of the remaining assets of the Corporation and their BCA - Articles of Amendment - CELESTICA INC. - OCN:1201522 - April 25, 2024 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. Director/Registrar, Ministry of Public and Business Service Delivery Page 2 of 3

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Preferred Shares shall be cancelled. 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 existing Restrictions on Share Transfers in the Corporation's articles shall be deleted in their entirety and replaced with the following: The Corporation shall not create any class or series of shares, or issue any shares of any class or series (other than Common Shares) having the right to vote generally on all matters that may be submitted to a vote of shareholders (except matters for which applicable law requires the approval of holders of another class or series of shares voting separately as a class or series) without the affirmative vote of two-thirds of the votes cast by the holders of Common Shares. E. Other provisions: Not amended 4. The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act. 5. The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on: April 25, 2024 The articles have been properly executed by the required person(s). BCA - Articles of Amendment - CELESTICA INC. - OCN:1201522 - April 25, 2024 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. Director/Registrar, Ministry of Public and Business Service Delivery Page 3 of 3

Exhibit 99.2 

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Ministry of Public and Business Service Delivery Ministère des Services au public et aux entreprises Certificate of Restated Articles of Incorporation Certificat de mise à jour des statuts constitutifs Business Corporations Act Loi sur les sociétés par actions CELESTICA INC. Corporation Name / Dénomination sociale 1201522 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 25, 2024 / 25 avril 2024 Director / Directeur Business Corporations Act / Loi sur les sociétés par actions The Certificate of Restated Articles of Incorporation is not complete without the Restated Articles of Incorporation Certified a true copy of the record of the Ministry of Public and Business Service Delivery. Director/Registrar Le certificat de mise à jour des statuts constitutifs n’est pas complet s’il ne contient pas la mise à jour des statuts constitutifs Copie certifiée conforme du dossier du ministère des Services au public et aux entreprises. Directeur ou registrateur

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Ministry of Public and Business Service Delivery Restated Articles of Incorporation Business Corporations Act 1. Corporation Name CELESTICA INC. 2. Registered Office Address 5140 Yonge Street, 1900, North York, Ontario, M2N 6L7, Canada 3. Number of Directors Minimum/Maximum Min 1 / Max 20 4. The director(s) is/are: Full Name KULVINDER (KELLY) AHUJA Resident Canadian No Address for Service 15672 Shady Lane, Los Gatos, California, 95032, United States Full Name ROBERTO ANTHONY CASCELLA Resident Canadian No Address for Service 500 Se 5th Avenue, Boca Raton, Florida, 33432, United States Full Name DEEPAK CHOPRA Resident Canadian Yes Address for Service 65 Truman Road, Toronto, Ontario, M2L 2L7, Canada Full Name FRANCOISE COLPRON Resident Canadian No Address for Service 116 Endicott Road, Bloomfield Hills, Michigan, 48304, United States BCA - Restated Articles of Incorporation - CELESTICA INC. - OCN:1201522 - April 25, 2024 The endorsed Restated Articles of Incorporation are not complete without the Certificate of Restated Articles of Incorporation. Certified a true copy of the record of the Ministry of Public and Business Service Delivery. Director/Registrar, Ministry of Public and Business Service Delivery Page 1 of 4

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Full Name JILL KALE Resident Canadian No Address for Service 12265 Potomac View Road, Newburg, Maryland, 20664, United States Full Name LAURETTE KOELLNER Resident Canadian No Address for Service 1893 Sykes Creek Drive, Merritt Island, Florida, 32953-3023, United States Full Name ROBERT MIONIS Resident Canadian No Address for Service 1 Bedford Road, 1001, Toronto, Ontario, M5R 2B5, Canada Full Name LUIS MULLER Resident Canadian No Address for Service 5140 Yonge Street, 1900, North York, Ontario, M2N 6L7, Canada Full Name MICHAEL WILSON Resident Canadian Yes Address for Service P.O. Box 1080, Bragg Creek, Alberta, T0L 0K0, Canada 5. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. If none, enter "None": None. 6. The classes and any maximum number of shares that the corporation is authorized to issue: The Corporation is authorized to issue an unlimited number of common shares ("Common Shares") and an unlimited number of preferred shares, issuable in series ("Preferred Shares"). 7. 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": BCA - Restated Articles of Incorporation - CELESTICA INC. - OCN:1201522 - April 25, 2024 The endorsed Restated Articles of Incorporation are not complete without the Certificate of Restated Articles of Incorporation. Certified a true copy of the record of the Ministry of Public and Business Service Delivery. Director/Registrar, Ministry of Public and Business Service Delivery Page 2 of 4

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The rights, privileges, restrictions and conditions attaching to the Common Shares and Preferred Shares shall be as follows: Common Shares a) Dividends. Subject to the prior rights of the holders of Preferred Shares, the holders of Common Shares shall be entitled to receive dividends, and the Corporation shall pay dividends on the Common Shares, as and when declared by the board of directors of the Corporation (the "Board"), in such amount and in such form as the Board may from time to time determine. b) Voting Rights. The holders of the Common Shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Corporation, and to vote together at all such meetings, except meetings at which only the holders of one class or series of shares are entitled to vote separately as a class or series, as the case may be. The holders of Common Shares shall be entitled to one vote per share at any meeting of holders of Common Shares at which they are entitled to vote separately as a class. c) Modification, Sub-division and Consolidation. Any modification to the provisions attaching to the Common Shares shall require the separate affirmative vote of two-thirds of the votes cast by the holders of Common Shares. d) Rights on Dissolution. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, subject to the prior rights of the holders of Preferred Shares, the holders of the Common Shares then outstanding shall be entitled to receive the remaining property and assets of the Corporation rateably according to the number of Common Shares held by each holder. Preferred Shares a) Issuable in Series. The Board may issue the Preferred Shares at any time or from time to time in one or more series. b) Board to Fix Terms of Each Series. Before the issuance of shares of any such series, the Board shall (i) fix the number of shares in such series, (ii) determine, subject to the provisions attaching to the Preferred Shares as a class, the designation of, and the rights, privileges, restrictions and conditions attaching to, the Preferred Shares of such series (including, without limiting the generality of the foregoing, the rate or amount of dividends or the method of calculating dividends, the dates of payment thereof, the price and terms and conditions of any purchase for cancellation, retraction or redemption rights, voting rights (subject to these articles), any conversion or exchange rights and any sinking fund, or other provisions) and (iii) send to the Director under the Business Corporations Act (Ontario), as the same may be amended, re-enacted or replaced from time to time (the "Act"), articles of amendment in the prescribed form setting out such number, designation, rights, privileges, restrictions and conditions. c) Ranking. The Preferred Shares of each series shall rank as to dividends (to the extent, if any, that cumulative dividends are provided for in the provisions attaching thereto as a series) and capital on a parity with the Preferred Shares of every other series. The Preferred Shares of each series shall rank as to dividends and capital senior to the Common Shares. d) Rights on Dissolution. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Preferred Shares of each series shall be entitled to receive from the assets of the Corporation in respect of each such share held a sum equal to the amount in the stated capital account for such series divided by the number of shares in such series then outstanding, together with any accrued (in the case of cumulative dividends) or declared (in the case of non-cumulative dividends) and unpaid dividends thereon, before any amount shall be paid or any assets of the Corporation shall be distributed to the holders of Common Shares. Upon the receipt of such sum by the holders of the Preferred Shares of each series, such holders shall not be entitled to share in the distribution of the remaining assets of the Corporation and their Preferred Shares shall be cancelled. 8. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows. If none, enter "None": The Corporation shall not create any class or series of shares, or issue any shares of any class or series (other than Common Shares) having the right to vote generally on all matters that may be submitted to a vote of shareholders (except matters for BCA - Restated Articles of Incorporation - CELESTICA INC. - OCN:1201522 - April 25, 2024 The endorsed Restated Articles of Incorporation are not complete without the Certificate of Restated Articles of Incorporation. Certified a true copy of the record of the Ministry of Public and Business Service Delivery. Director/Registrar, Ministry of Public and Business Service Delivery Page 3 of 4

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which applicable law requires the approval of holders of another class or series of shares voting separately as a class or series) without the affirmative vote of two-thirds of the votes cast by the holders of Common Shares. 9. Other provisions, if any. Enter other provisions, or if no other provisions enter “None”: The board of directors of the Corporation may, without authorization of the shareholders of the Corporation, from time to time, in such amounts and on such terms as it deems expedient: a) borrow money upon the credit of the Corporation; b) issue, reissue, sell or pledge debt obligations of the Corporation; c) give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and d) charge, mortgage, hypothecate, pledge or otherwise create a security interest in all or any of teh currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, including book debts, rights, powers, franchises and undertaking, to secure any obligation of the Corporation. The board of directors may from time to time by resolution delegate to a committee of directors or to one or more of the directors and officers of the Corporation all or any of the powers hereby conferred upon the board to such extent and in such manner as the board shall determine at the time of each such delegation. Nothing in this section shall limit or restrict the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation. 10. The corporation confirms that these restated articles of incorporation set out, without any changes, the corresponding provisions of the articles of incorporation as amended and supersede the original articles of incorporation and any amendments to them. The articles have been properly executed by the required person(s). BCA - Restated Articles of Incorporation - CELESTICA INC. - OCN:1201522 - April 25, 2024 The endorsed Restated Articles of Incorporation are not complete without the Certificate of Restated Articles of Incorporation. Certified a true copy of the record of the Ministry of Public and Business Service Delivery. Director/Registrar, Ministry of Public and Business Service Delivery Page 4 of 4

Exhibit 99.3

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INCORPORATED UNDER THE LAWS OF THE PROVINCE OF ONTARIO CONSTITUÉE SELON LES LOIS DE LA PROVINCE D’ONTARIO SEE REVERSE FOR CERTAIN DEFINITIONS VOIR AU VERSO POUR CERTAINES DÉFINITIONS transferable on the books of the Corporation only upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Corporation. IN WITNESS WHEREOF the Corporation has caused this certificate to be signed on its behalf by the facsimile signatures of its duly authorized officers. C0000000230 | M **SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECIMEN15101Q20700000000Celestica* Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECIMEN15101Q20700000000 Celestica*Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECIMEN15101Q2 0700000000Celestica*Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECI MEN15101Q20700000000Celestica*Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zer o****SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECIMEN15101Q20700000000Celesti ca*Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECIMEN15101Q20700000 000Celestica*Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECIMEN1510 1Q20700000000Celestica*Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zero****SPECIMEN15101Q20700000000Celestica*Inc.zero****SP SPECIMEN **015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20 700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Ce lestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc ..zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****01 5101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q207000 00000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celest ica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zer o****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101 Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q2070000000 0Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica*Inc.zero****015101Q20700000000Celestica* * * * 0 * * * 00000000 Number Numéro Shares Actions FULLY PAID AND NON-ASSESSABLE COMMON SHARES IN THE CAPITAL OF IS THE REGISTERED HOLDER OF EST LE PORTEUR INSCRIT DE THIS CERTIFIES THAT LES PRÉSENTES ATTESTENT QUE Dated: COUNTERSIGNED AND REGISTERED CONTRESIGNÉ ET IMMATRICULÉ COMPUTERSHARE TRUST COMPANY, N.A. (CANTON, MA AND JERSEY CITY, NJ) TRANSFER AGENT AND REGISTRAR AGENT DE TRANSFERT ET AGENT COMPTABLE DES REGISTRES COUNTERSIGNED AND REGISTERED CONTRESIGNÉ ET IMMATRICULÉ COMPUTERSHARE INVESTOR SERVICES INC. SERVICES AUX INVESTISSEURS COMPUTERSHARE INC. (TORONTO) (MONTREAL) TRANSFER AGENT AND REGISTRAR AGENT DE TRANSFERT ET AGENT COMPTABLE DES REGISTRES OR By / Par ______________________________ Authorized Officer - Représentant Autorisé By / Par ______________________________ Authorized Officer - Représentant Autorisé President and Chief Executive Officer Président et Chef de la direction Chief Financial Officer chef de la direction des finances * * * * 0 * * * * * * * * * * * * * * 0 * * * * * * * * * * * * * * 0 * * * * * * * * * * * * * * 0 * * * * * * * * * * * * * * 0 * * * * * CUSIP 15101Q207 ISIN CA15101Q2071 transférables dans les registres de la Société seulement sur remise de ce certificat endossé en bonne et due forme. Ce certificat n'est valide que s'il a été contresigné par l'agent de transfert et agent comptable des registres de la Société. EN FOI DE QUOI la Société a fait signer le présent certificat en son nom au moyen des fac-similés de signature de ses dirigeants dûment autorisés. ACTIONS ORDINAIRES ENTIÈREMENT LIBÉRÉES DU CAPITAL-ACTIONS DE Feb 29, 2024 Le : 29 févr. 2024 Celestica Inc. Celestica Inc. The shares represented by this certificate are transferable at the offices of Computershare Investor Services Inc. in Toronto, ON and Montreal, QC or at the offices of Computershare Trust Company, N.A. in Canton, MA and Jersey City, NJ. Les actions représentées par ce certificat peuvent être transférées aux bureaux de Services aux Investisseurs Computershare inc. à Toronto, ON et Montréal, QC ou aux bureaux de Computershare Trust Company, N.A. à Canton, MA et à Jersey City, NJ. CSAE_WIP_CLSQ_SV1.mtl.pulls/000001/000001/i

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The shares represented by this certificate have rights, privileges, restrictions and conditions attached thereto and the Corporation will furnish to a shareholder, on demand and without charge, a full copy of the text of: (a) the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series in so far as the same have been fixed by the directors; and (b) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series. Les actions représentées par ce certificat sont assorties de droits, privilèges, restrictions et conditions et la Société fournira à tout actionnaire, sur demande et sans frais, une copie du texte intégral a) des droits, privilèges, restrictions et conditions rattachés à chaque catégorie d’actions dont l’émission est autorisée et à chaque série, dans la mesure fixée par les administrateurs; et b) de l’autorisation donnée aux administrateurs de fixer les droits, privilèges, restrictions et conditions des séries ultérieures.



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