Blackberry 2014 Annual Report Download - page 5
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shares of the company) on the basis that such requirements were contrary to generally accepted business practices in Canada.
The Registrant’s by-laws provide that the quorum requirements for the transaction of business at any meeting of shareholders
shall be two persons present in person, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or
representative for a shareholder so entitled, holding or representing not less than 20% of the issued shares of the Registrant, of
the class or classes respectively (if there is more than one class of shares outstanding at the time), enjoying voting rights at such
meeting. The Registrant’s quorum requirements comply with the requirements of the Business Corporations Act (Ontario) and
are consistent with the quorum requirements of other Canadian public companies. On November 25, 2002, based on the
Registrant’s representations, Nasdaq granted the requested exemption.
On November 7, 2013, the Registrant utilized an exemption from Nasdaq’s shareholder approval requirements of
Nasdaq Listing Rule 5635 (which provide that shareholder approval is required in connection with certain private placements
and employment inducement grants) on the basis that the Registrant elected to follow Canadian practice in connection with (i)
the issuance of $1,250,000,000 aggregate principal amount of convertible debentures, convertible into Common Shares of the
Registrant, to certain investors, including Fairfax Financial Holdings Limited, pursuant to the terms of a subscription
agreement, dated November 4, 2013, as amended, and (ii) the grant of 13,000,000 restricted share units to John Chen (of this
aggregate grant, 10,521,418 restricted share units were granted as an employee inducement under section 613(c) of the Toronto
Stock Exchange Company Manual with the balance of the grant (2,478,582 restricted share units) made under the Registrant’s
Equity Incentive Plan, which had previously been approved by shareholders), in lieu of such requirements. The Registrant’s
not seeking shareholder approval in connection with the private placement or employment inducement grant described above
comply with the requirements of the Business Corporations Act (Ontario) and the rules of the Toronto Stock Exchange.
N. Interactive Data File
The Registrant has submitted to the Commission, included in Exhibit 101 to this Annual Report, an Interactive Data
File.
O. Mine Safety
The Registrant is not currently required to disclose the information required by Section 1503(a) of the Dodd-Frank
Wall Street Reform and Consumer Protection Act.