Blackberry 2013 Annual Report Download - page 85

The Company’s charter documents enable its directors to issue preferred shares which may prevent a takeover by a
third party.
The Company’s authorized share capital consists of an unlimited number of common shares, an unlimited number of class A common
shares and an unlimited number of preferred shares, issuable in one or more series. The Company’s Board of Directors has the
authority to issue preferred shares and determine the price, designation, rights, preferences, privileges, restrictions and conditions,
including dividend rights, of these shares without any further vote or action by shareholders. The rights of the holders of common
shares will be subject to, and may be adversely affected by, the rights of holders of any preferred shares that may be issued in the
future. The Company’s ability to issue preferred shares could make it more difficult for a third party to acquire a majority of the
Company’s outstanding voting shares, the effect of which may be to deprive the Company’s shareholders of a control premium that
might otherwise be realized in connection with an acquisition of the Company.
DIVIDEND POLICY AND RECORD
The Company has not paid any cash dividends on its common shares during the last three fiscal years. The Company will consider
paying dividends on its common shares in the future when circumstances permit, having regard to, among other things, the
Company’s earnings, cash flows and financial requirements, as well as relevant legal and business considerations.
DESCRIPTION OF SHARE CAPITAL
The Company’s authorized share capital consists of an unlimited number of voting common shares without par value, an unlimited
number of non-voting, redeemable, retractable class A common shares without par value, and an unlimited number of non-voting,
cumulative, redeemable, retractable preferred shares without par value, issuable in series. Only common shares are issued and
outstanding.
Common Shares
Each common share is entitled to one vote at meetings of the shareholders and to receive dividends if, as and when declared by the
board of directors. Dividends which the board of directors determine to declare and pay shall be declared and paid in equal amounts
per share on the common shares and class A common shares at the time outstanding without preference or distinction. Subject to the
rights of holders of shares of any class of share ranking prior to the class A common shares and common shares, holders of class A
common shares and common shares are entitled to receive the Company’s remaining assets ratably on a per share basis without
preference or distinction in the event that it is liquidated, dissolved or wound-up.
Class A Common Shares
The holders of class A common shares are not entitled to receive notice of or attend or vote at any meeting of the Company’s
shareholders, except as provided by applicable law. Each such holder is entitled to receive notice of and to attend any meetings of
shareholders called for the purpose of authorizing the dissolution or the sale, lease or exchange of all or substantially all of
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