2022-10-20_michael.pham_HCA Montreal - BD Consent re Director of Francization.docx

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF

HOME CARE ASSISTANCE (MONTREAL) INC.

Pursuant to the Canada Business Corporations Act and the bylaws of Home Care Assistance (Montreal) Inc. (the “Corporation”), the undersigned, constituting all of the members of the Board of Director (the “Board”), hereby unanimously adopt the following recitals and resolutions:

Appointment of a Director of Francization

WHEREAS the Charter of the French Language (the “Charter”) establishes francization requirements for corporations operating in Québec, including the Corporation;

WHEREAS the Act respecting French, the official and common language of Québec (the “Act respecting French”) amends the obligations imposed on businesses in order to strengthen the status of French language in Québec;

WHEREAS the Corporation is incorporated under the Canada Business Corporations Act;

WHEREAS the Corporation carries on business in Québec;

WHEREAS the Corporation has employees based in Québec;

WHEREAS it is important for the Corporation to continue to operate in Québec;

WHEREAS the requirements imposed on corporations under the Charter and the Act respecting French requires specials skills and a particular expertise;

WHEREAS it is therefore necessary and in the interest of the Corporation that a position of director of francization (the “Director of Francization”) be created;

IT IS ALSO RESOLVED :

THAT a position of Director of Francization be created within the Corporation;

THAT the Director of Francization be considered an officer of the Corporation, within the meaning of section 2 of the Canada Business Corporations Act and section 312 of the Civil Code of Québec;

THAT the Director of Francization be responsible, among other things, for managing all stages of the Corporation’s francization process and the relationships with the Office Québécois de la Langue Française;

THAT the Director of Francization, in the performance of her duties, be entitled to work in partnership with the other officers and employees of the Corporation, whether in human resources, legal affairs, operations or information technology;

THAT Ms. Chantal Larouche be appointed as Director of Francization, given her vast experience and particular expertise in francization;

THAT the consulting agreement with the Director of Francization, as submitted to the board of directors of the Corporation for approval, be and it is hereby approved;

THAT any director or officer of the Corporation be and is hereby authorized to sign, for and on behalf of the Corporation, an agreement substantially upon the same terms and conditions as contained in the draft Agreement submitted to the board of directors and approved pursuant to this resolution, and to make any amendments thereto as he or she may deem appropriate and in the best interests of the Corporation, in his or her sole discretion, his or her signature on the said agreement constituting conclusive evidence of the approval of the board of directors of such amendments;

THAT any director or officer of the Corporation be and is hereby authorized to sign any document, take any action and do anything necessary or merely useful, in his or her sole discretion, to give effect to this resolution.

The foregoing resolution is hereby consented to by all the Directors of the Corporation pursuant to the Canada Business Corporations Act.

The actions taken by this Unanimous Written Consent shall have the same force and effect as if taken at a meeting of the Board and (i) may be returned to the Corporation via facsimile and (ii) shall be effective for all purposes as of October 18, 2022.

Chen Xie

Angie Markwell

Timothy Thomas