Common use of Reports; Financial Statements Clause in Contracts

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of the Disclosure Schedule, all forms, reports, schedules, prospectuses, circulars, statements and other documents (together with any amendments thereto) filed by it with any of the Canadian Securities Authorities, the SEC, TSX and Nasdaq since December 31, 2003 and any correspondence related thereto (such forms, reports, schedules, prospectuses, circulars, statements and other documents, including any financial statements or other documents, including any schedules included therein, are referred to as the “Company Documents”), at the time filed (and if amended or superseded by a filing prior to the date of this Agreement then, on the date of such filing), (i) did not contain any misrepresentation of a material fact (as defined in applicable Securities Laws), did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of applicable Securities Laws. The Company has not filed any confidential material change report with the Canadian Securities Authorities, the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidential. None of Company’s Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Authorities, the SEC, TSX or Nasdaq. (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements of Company, including the notes thereto, included in the Company Documents (the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authorities, the Canadian Securities Authorities, the SEC, TSX and Nasdaq with respect thereto as of their respective dates, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) have been prepared in accordance with generally accepted accounting principles of Canada applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Company and its Subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and the absence of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s accounting policies, except as described in the notes to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure Schedule. (c) The books and records of the Company and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (B) to maintain accountability of the assets of the Company and its Subsidiaries. (d) Since July 31, 2002, the Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of the Disclosure ScheduleSince January 1, all forms2002, reports, schedules, prospectuses, circulars, statements Molson and other documents (together its Subsidiary Molson Canada have filed with any amendments thereto) filed by it with any of the Canadian Securities Authorities, Regulatory Authorities and the SEC, TSX and Nasdaq since December 31, 2003 and any correspondence related thereto (such the forms, reports, schedules, prospectuses, circulars, statements reports and other documents, including any financial statements or other documentsstatements, including any schedules included thereinannual information forms, material change reports and management proxy circulars required to be filed by Molson and Molson Canada under applicable Securities Laws (collectively, the "Molson Documents"). The Molson Documents are referred to as the “Company publicly and freely available on ▇▇▇.▇▇▇▇▇.▇▇▇. The Molson Documents”), at the time filed (and or if amended or superseded by a filing prior to the date of this Agreement thenAgreement, then on the date of such filing), (i) complied in all material respects with the requirements of applicable Securities Laws and did not contain any misrepresentation of a material fact (as defined in applicable the Securities LawsAct (Ontario), did not at the time they were filed contain ) or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of applicable Securities Lawsmisleading. The Company Molson has not filed any confidential material change report with the Canadian Securities Authorities, the SEC Regulatory Authorities or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidential. None Other than Molson Canada, none of Company’s Molson's Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Authorities, Regulatory Authorities or the SEC, TSX or NasdaqTSX. (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements of Company(including in each case, including the any related notes thereto, included ) contained in the Company Molson Documents (the “Company "Molson Financial Statements”") complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental AuthoritiesEntities, the Canadian Securities Authorities, Regulatory Authorities and the SEC, TSX and Nasdaq with respect thereto as of their respective dates, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) have been prepared in accordance with Canadian generally accepted accounting principles of Canada ("Canadian GAAP") applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Molson Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Company Molson and its Subsidiaries at as of the dates and during for the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments that are not expected to be material in amount and the absence of footnotes notes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s accounting policies, except as described in the notes to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure Schedule. (c) The books and records of the Company Molson and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company Molson and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Molson Financial Statements. The Company Molson has devised (i) designed and maintains disclosure controls and procedures to ensure that material information relating to Molson and its Subsidiaries is made known to management of Molson by others within those entities, and (ii) designed and maintains a system of internal accounting controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (iA) transactions are executed in accordance with management’s 's general or specific authorization; and (iiB) transactions are recorded as necessary (Ax) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (By) to maintain accountability of the assets of the Company Molson and its Subsidiaries. (d) Since July 31, 2002, the Company’s principal executive officer and its principal financial officer have . The management of Molson has disclosed, based on their its most recent evaluation, to the Company’s Molson's auditors and the audit committee of the Company’s Board Molson's board of Directors directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to could adversely affect the Company’s Molson's ability to record, process, summarize and report financial information data and have identified for Molson's auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Molson's internal controls over financial reporting, and the Company has provided to Parent copies controls. A summary of any written materials relating such disclosure made by management to the foregoing Molson's auditors and disclosed the foregoing in audit committee is set forth on Section 2.07 3.7(c) of the Molson Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.3.8

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of the Disclosure ScheduleSince January 1, all forms2▇▇▇, reports, schedules, prospectuses, circulars, statements and other documents (together ▇▇▇▇▇ has filed with any amendments thereto) filed by it with any of the Canadian Securities Regulatory Authorities, the SEC, the TSX and Nasdaq since December 31, 2003 and any correspondence related thereto (such the NYSE the forms, reports, schedules, prospectuses, circulars, statements reports and other documents, including any financial statements or other documentsstatements, annual information forms, material change reports and management proxy circulars required to be filed by Italy under applicable Securities Laws, including any schedules included thereinbut not limited to all documents relating to the transactions contemplated by the Support Agreement (collectively, are referred to as the “Company Italy Documents”). The Italy Documents, at the time filed (and or if amended or superseded by a filing prior to the date of this Agreement thenAgreement, then on the date of such filing), (i) complied in all material respects with the requirements of applicable Securities Laws and did not contain any misrepresentation of a material fact (as defined in applicable the Securities LawsAct (Ontario), did not at the time they were filed contain ) or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of applicable Securities Lawsmisleading. The Company Italy has not filed any confidential material change report with the Canadian Securities Authorities, the SEC Regulatory Authorities or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidential. None of CompanyItaly’s Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Regulatory Authorities, the SEC, the TSX or Nasdaqthe NYSE. (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements of Company(including in each case, including the any related notes thereto, included ) contained in the Company Italy Documents (the “Company Italy Financial Statements”) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental AuthoritiesEntities, the Canadian Securities Regulatory Authorities, the SEC, the TSX and Nasdaq the NYSE with respect thereto as of their respective dates, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) have been prepared in accordance with Canadian generally accepted accounting principles of Canada (“Canadian GAAP”) applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Italy Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Company Italy and its Subsidiaries at as of the dates and during for the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments that are not expected to be material in amount and the absence of footnotes notes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s accounting policies, except as described in the notes to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure Schedule. (c) Since the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Italy has been and is in compliance in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act (including, without limitation, Section 402 thereof) and the rules and regulations promulgated thereunder. (d) The books and records of the Company Italy and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company Italy and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Italy Financial Statements. The Company Italy has devised (i) designed and maintains disclosure controls and procedures to ensure that material information relating to Italy and its Subsidiaries is made known to management of Italy by others within those entities to allow timely decisions regarding required disclosure, and (ii) designed and maintains a system of internal accounting controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (iA) transactions are executed in accordance with management’s general or specific authorization; and (iiB) transactions are recorded as necessary (Ax) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (By) to maintain accountability of the assets of the Company Italy and its Subsidiaries. ; (dC) Since July 31, 2002, access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the Company’s principal executive officer recorded accountability of assets is compared with the existing assets at reasonable intervals and its principal financial officer have appropriate action is taken with respect to any differences. The management of Italy has disclosed, based on their its most recent evaluation, to the CompanyItaly’s auditors and the audit committee of the CompanyItaly’s Board board of Directors directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to could adversely affect the CompanyItaly’s ability to record, process, summarize and report financial information data and have identified for Italy’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Italy’s internal controls. (e) To the Company’s knowledge of Italy, as of the date hereof, Italy has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the knowledge of Italy, there is no reason to believe that its auditors and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal chief executive officer and its principal chief financial officer by others within those entities, particularly during will not be able to give the periods in which certifications and attestations required pursuant to the periodic reports required under the Exchange Act are being prepared; rules and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required regulations adopted pursuant to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director Section 404 of the Company. Since the enactment of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Act, neither when first due. (f) PricewaterhouseCoopers LLP are and were at all times during the Company nor any of audit engagement period with Italy (i) independent registered public accountants with respect to Italy and its Subsidiaries has made any loans to any executive officer in accordance with the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board and (as defined in Rule 3b-7 under ii) a “participating audit firm” within the Exchange Act) or director meaning of National Instrument 52-108 — Auditor Oversight of the Company Canadian Securities Administrators and in compliance with any restrictions or sanctions imposed by the “Canadian Public Accountability Board”. (g) No attorney representing Italy or any of its Subsidiaries, whether or not employed by Italy or any of its Subsidiaries, has reported evidence of a violation of any Securities Laws, breach of fiduciary duty or similar violation by Italy or any of its Subsidiaries or their respective officers, directors, employees or agents to Italy’s chief legal officer, audit committee (or other committee designated for the purpose) of the board of directors or the board of directors. (eh) The Company does not hold assets located None of the information to be supplied by Italy or its Affiliates in writing specifically for use in the United States Portugal Proxy Statement will, at the time of the mailing of the Portugal Proxy Statement and any amendments or supplements thereto, and at the time of the Portugal Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (i) None of the information to be included in or incorporated by reference into the Italy Circular (other than investment assetsinformation supplied in writing by Portugal specifically for use therein) will, voting at the time of the mailing of the Italy Circular and any amendments or nonvoting securities of another personsupplements thereto, and assets included pursuant to Section 801.40(d)(2) at the time of the HSR Act) having Italy Meeting, contain any untrue statement of a total value of over $50,000,000material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning light of the HSR Actcircumstances under which they are made, not misleading.

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of disclosed on Schedule 3.1(h), the Disclosure Schedule, Company has filed all forms, reports, schedules, prospectuses, circularsforms, statements and other documents (together with any amendments thereto) required to be filed or furnished by it with any of the Canadian Company under the Securities AuthoritiesAct – Ontario, the SECSecurities Act and the Exchange Act (if applicable) or by the TSX Venture Exchange (collectively, TSX and Nasdaq since December 31, 2003 and any correspondence related thereto (such forms, reports, schedules, prospectuses, circulars, statements and other documents, including any financial statements or other documents, including any schedules included therein, are referred to as the “Company DocumentsPublic Reports”), at for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) on a timely basis or has received a valid extension of such time of filing and has filed (and if amended or superseded by a filing any such Public Reports prior to the date expiration of this Agreement thenany such extension. As of their respective dates, on the date Public Reports complied in all material respects with the requirements of such filing)the Securities Act, (i) did not contain any misrepresentation the Securities Act – Ontario and/or the Exchange Act, as applicable, and none of a material fact (as defined in applicable Securities Laws)the Public Reports, did not at the time they were filed contain when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of applicable Securities Lawsmisleading. The Company has not filed any confidential material change report with the Canadian Securities Authorities, the SEC or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidential. None of Company’s Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Authorities, the SEC, TSX or Nasdaq. (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements of Company, including the notes thereto, Company included in the Company Documents (the “Company Financial Statements”) complied as to form Public Reports comply in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authoritiesthe Commission, the Canadian Securities Authorities, OSC or the SEC, TSX and Nasdaq Venture Exchange (as applicable) with respect thereto as in effect at the time of their respective dates, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) filing. Such financial statements have been prepared in accordance with generally accepted accounting principles of Canada international financial reporting standards applied on a consistent basis consistent throughout during the periods indicated and consistent with each other involved (“IFRS”), except as may be indicated otherwise specified in such financial statements or the notes thereto) (“Canadian GAAP”) thereto and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada unaudited financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31may not contain all footnotes required by IFRS, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements and fairly present fairly, in all material respects, respects the financial position of the Company and its consolidated financial position, Subsidiaries as of and for the dates thereof and the results of operations and cash flows of Company and its Subsidiaries at the dates and during for the periods indicated therein (presented, subject, in the case of unaudited statements, to normal, recurring year-end adjustments and the absence of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s accounting policies, except as described in the notes to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure Scheduleaudit adjustments. (c) The books and records of the Company and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (B) to maintain accountability of the assets of the Company and its Subsidiaries. (d) Since July 31, 2002, the Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of the Disclosure ScheduleSince January 1, all forms2003, reports, schedules, prospectuses, circulars, statements and other documents (together SCI has filed with any amendments thereto) filed by it with any of the Canadian Securities Authorities, Regulatory Authorities and the SEC, TSX and Nasdaq since December 31, 2003 and any correspondence related thereto (such the forms, reports, schedules, prospectuses, circulars, statements reports and other documents, including any financial statements or other documentsstatements, including any schedules included thereinannual information forms, are referred material change reports and management proxy circulars required to as be filed by SCI under applicable Securities Laws (collectively, the “Company Documents”). The Documents are publicly and freely available on w▇▇.▇▇▇▇▇.▇▇▇. The Documents, at the time filed (and or if amended or superseded by a filing prior to the date of this Agreement thenAgreement, then on the date of such filing), (i) did not contain any misrepresentation of a material fact (as defined in applicable Securities Laws), did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of applicable Securities LawsLaws and did not contain any Misrepresentation as at the respective dates of such filed Documents. The Company SCI has not filed any confidential material change report with the Canadian Securities Authorities, the SEC Regulatory Authorities or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidential. None of Company’s Subsidiaries S▇▇▇▇▇▇ Canada is not required to file any reports or other documents with any of the Canadian Securities Authorities, Regulatory Authorities or the SEC, TSX or NasdaqTSX. (b) The annual audited consolidated financial statements of SCI as at, and for the financial year ended, December 31, 2005, and the quarterly unaudited consolidated financial statements of Companyas at, and for the six-months ended June 30, 2006 (including the in each case, any related notes thereto, included ) contained in the Company Documents (the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authorities, the Canadian Securities Authorities, the SEC, TSX and Nasdaq with respect thereto as of their respective dates, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) have been prepared in accordance with Canadian generally accepted accounting principles of Canada (“Canadian GAAP”) applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Company SCI and its Subsidiaries at S▇▇▇▇▇▇ Canada as of the dates and during for the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments consistently applied and the absence of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s accounting policies, except as described provided that such unaudited interim financial statements may omit notes which are not required in the notes to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure Scheduleunaudited financial statements). (c) The books and records of the Company SCI and its SubsidiariesS▇▇▇▇▇▇ Canada, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company SCI and its Subsidiaries S▇▇▇▇▇▇ Canada and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised SCI and maintains S▇▇▇▇▇▇ Canada have designed and maintained disclosure controls and procedures to ensure that material information relating to SCI and S▇▇▇▇▇▇ Canada is made known to management of SCI and S▇▇▇▇▇▇ Canada by others within those entities, and designed and maintain a system of internal accounting controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (iA) transactions are executed in accordance with management’s general or specific authorization; and (iiB) transactions are recorded as necessary (Ax) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (By) to maintain accountability of the assets of the Company SCI and its Subsidiaries. (d) Since July 31, 2002, the CompanyS▇▇▇▇▇▇ Canada. The management of SCI and S▇▇▇▇▇▇ Canada have disclosed to SCI’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the CompanyS▇▇▇▇▇▇ Canada’s auditors and the audit committee of the Company’s Board of Directors (i) S▇▇▇▇▇▇ Canada all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to could adversely affect the CompanySCI’s or S▇▇▇▇▇▇ Canada’s ability to record, process, summarize and report financial information data and (ii) have identified for SCI’s or S▇▇▇▇▇▇ Canada’s auditors any material weaknesses in internal controls and any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanySCI’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the S▇▇▇▇▇▇ Canada’s internal controls. Management has not made any such disclosure to SCI’s and S▇▇▇-▇▇▇▇▇ Act Canada’s auditors and the audit committee of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its SubsidiariesS▇▇▇▇▇▇ Canada. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act.

Reports; Financial Statements. (a) Except as set forth in Section 2.07 of the Disclosure ScheduleSince January 1, all forms2▇▇▇, reports, schedules, prospectuses, circulars, statements and other documents (together ▇▇▇▇▇ has filed with any amendments thereto) filed by it with any of the Canadian Securities Regulatory Authorities, the SEC, the TSX and Nasdaq since December 31, 2003 and any correspondence related thereto (such the NYSE the forms, reports, schedules, prospectuses, circulars, statements reports and other documents, including any financial statements or other documentsstatements, annual information forms, material change reports and management proxy circulars required to be filed by Italy under applicable Securities Laws, including any schedules included thereinbut not limited to all documents relating to the transactions contemplated by the Support Agreement (collectively, are referred to as the “Company Italy Documents”). The Italy Documents, at the time filed (and or if amended or superseded by a filing prior to the date of this Agreement thenAgreement, then on the date of such filing), (i) complied in all material respects with the requirements of applicable Securities Laws and did not contain any misrepresentation of a material fact (as defined in applicable the Securities LawsAct (Ontario), did not at the time they were filed contain ) or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of applicable Securities Lawsmisleading. The Company Italy has not filed any confidential material change report with the Canadian Securities Authorities, the SEC Regulatory Authorities or any other securities authority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidential. None of CompanyItaly’s Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Regulatory Authorities, the SEC, the TSX or Nasdaqthe NYSE. (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements of Company(including in each case, including the any related notes thereto, included ) contained in the Company Italy Documents (the “Company Italy Financial Statements”) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental AuthoritiesEntities, the Canadian Securities Regulatory Authorities, the SEC, the TSX and Nasdaq the NYSE with respect thereto as of their respective dates, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) have been prepared in accordance with Canadian generally accepted accounting principles of Canada (“Canadian GAAP”) applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Italy Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Company Italy and its Subsidiaries at as of the dates and during for the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments that are not expected to be material in amount and the absence of footnotes notes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s accounting policies, except as described in the notes to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure Schedule. (c) Since the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Italy has been and is in compliance in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act (including, without limitation, Section 402 thereof) and the rules and regulations promulgated thereunder. (d) The books and records of the Company Italy and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company Italy and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Italy Financial Statements. The Company Italy has devised (i) designed and maintains disclosure controls and procedures to ensure that material information relating to Italy and its Subsidiaries is made known to management of Italy by others within those entities to allow timely decisions regarding required disclosure, and (ii) designed and maintains a system of internal accounting controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (iA) transactions are executed in accordance with management’s general or specific authorization; and (iiB) transactions are recorded as necessary (Ax) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (By) to maintain accountability of the assets of the Company Italy and its Subsidiaries. ; (dC) Since July 31, 2002, access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the Company’s principal executive officer recorded accountability of assets is compared with the existing assets at reasonable intervals and its principal financial officer have appropriate action is taken with respect to any differences. The management of Italy has disclosed, based on their its most recent evaluation, to the CompanyItaly’s auditors and the audit committee of the CompanyItaly’s Board board of Directors directors (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to could adversely affect the CompanyItaly’s ability to record, process, summarize and report financial information data and have identified for Italy’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Italy’s internal controls. (e) To the Company’s knowledge of Italy, as of the date hereof, Italy has not identified any material weaknesses in the design or operation of its internal controls over financial reporting. To the knowledge of Italy, there is no reason to believe that its auditors and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal chief executive officer and its principal chief financial officer by others within those entities, particularly during will not be able to give the periods in which certifications and attestations required pursuant to the periodic reports required under the Exchange Act are being prepared; rules and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required regulations adopted pursuant to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director Section 404 of the Company. Since the enactment of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Act, neither when first due. (f) PricewaterhouseCoopers LLP are and were at all times during the Company nor any of audit engagement period with Italy (i) independent registered public accountants with respect to Italy and its Subsidiaries has made any loans to any executive officer in accordance with the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board and (as defined in Rule 3b-7 under ii) a “participating audit firm” within the Exchange Act) or director meaning of National Instrument 52-108 – Auditor Oversight of the Company Canadian Securities Administrators and in compliance with any restrictions or sanctions imposed by the “Canadian Public Accountability Board”. (g) No attorney representing Italy or any of its Subsidiaries, whether or not employed by Italy or any of its Subsidiaries, has reported evidence of a violation of any Securities Laws, breach of fiduciary duty or similar violation by Italy or any of its Subsidiaries or their respective officers, directors, employees or agents to Italy’s chief legal officer, audit committee (or other committee designated for the purpose) of the board of directors or the board of directors. (eh) The Company does not hold assets located None of the information to be supplied by Italy or its Affiliates in writing specifically for use in the United States Portugal Proxy Statement will, at the time of the mailing of the Portugal Proxy Statement and any amendments or supplements thereto, and at the time of the Portugal Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (i) None of the information to be included in or incorporated by reference into the Italy Circular (other than investment assetsinformation supplied in writing by Portugal specifically for use therein) will, voting at the time of the mailing of the Italy Circular and any amendments or nonvoting securities of another personsupplements thereto, and assets included pursuant to Section 801.40(d)(2) at the time of the HSR Act) having Italy Meeting, contain any untrue statement of a total value of over $50,000,000material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning light of the HSR Actcircumstances under which they are made, not misleading.