Air Canada 2012 Annual Report Download - page 122

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2012 Air Canada Annual Report
122
13. SHARE CAPITAL
Number of shares Value
At January 1, 2011 278,972,384 $ 846
Shares purchased in trust for employee recognition award Note 14 (3,344,250) (11)
Shares issued for employee recognition award Note 14 1,807,258 5
Shares purchased and cancelled under issuer bid (239,524) –
Shares issued on the settlement of performance share units Note 14 175,000 –
Shares issued on the exercise of stock options 625 –
At December 31, 2011 277,371,493 840
Shares purchased and cancelled under issuer bid (3,019,600) (9)
Expiration of warrants – (18)
Shares in trust for employee recognition award 91,910 –
At December 31, 2012 274,443,803 $ 813
The issued and outstanding ordinary shares of Air Canada, along with the potential ordinary shares, were as follows:
2012 2011
Issued and outstanding
Class A variable voting shares 33,006,104 42,204,645
Class B voting shares 241,437,699 235,166,848
Total issued and outstanding 274,443,803 277,371,493
Potential ordinary shares
Warrants 10,000,000 89,430,300
Shares held in trust Note 14 1,445,082 1,536,992
Stock options Note 14 8,410,403 6,581,242
Total potential ordinary shares 19,855,485 97,548,534
Ordinary Shares
As at December 31, 2012, the ordinary shares issuable by Air Canada consist of an unlimited number of Class A Variable
Voting Shares (“Variable Voting Shares”) and an unlimited number of Class B Voting Shares (“Voting Shares”). The two classes
of ordinary shares have equivalent rights as common shareholders except for voting rights. Holders of Variable Voting Shares
are entitled to one vote per share unless (i) the number of Variable Voting Shares outstanding, as a percentage of the total
number of voting shares of Air Canada exceeds 25% or (ii) the total number of votes cast by or on behalf of holders of
Variable Voting Shares at any meeting exceeds 25% of the total number of votes that may be cast at such meeting. If either
of the above noted thresholds would otherwise be surpassed at any time, the vote attached to each Variable Voting Share will
decrease proportionately such that (i) the Variable Voting Shares as a class do not carry more than 25% of the aggregate
votes attached to all issued and outstanding voting shares of Air Canada and (ii) the total number of votes cast by or on behalf
of holders of Variable Voting Shares at any meeting do not exceed 25% of the votes that may be cast at such meeting.
Variable Voting Shares may only be held, beneficially owned or controlled, directly or indirectly, by persons who are not
Canadians (within the meaning of the Canada Transportation Act). An issued and outstanding Variable Voting Share shall be
converted into one Voting Share automatically and without any further act of Air Canada or the holder, if such
Variable Voting Share becomes held, beneficially owned and controlled, directly or indirectly, otherwise than by way of
security only, by a Canadian, as defined in the Canada Transportation Act.