Air Canada 2008 Annual Report Download - page 124

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2008 Air Canada Annual Report
124
11. SHAREHOLDERS’ EQUITY
Share capital (net of issue costs) consists of the following:
2008 2007
Common shares $ 274 $ 274
$ 274 $ 274
Common Shares
As at December 31, 2008, the common 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 common 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. 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.
Voting Shares may only be held, beneficially owned and controlled, directly or indirectly, by Canadians. An issued and
outstanding Voting Share shall be converted into one Variable Voting Share automatically and without any further act
of Air Canada or the holder, if such Voting Share becomes held, beneficially owned or controlled, directly or indirectly,
otherwise than by way of security only, by a person who is not a Canadian.
The issued and outstanding common shares of Air Canada, along with the potential common shares, were as follows as at
December 31:
Outstanding shares 2008 2007
Issued and outstanding
Class A variable voting shares 15,475,659 16,654,049
Class B voting shares 84,524,341 83,345,951
Total issued and outstanding 100,000,000 100,000,000
Potential common shares
Stock options 1,701,447 1,720,092
Performance share units 1,671,068 551,251
Total potential common shares 3,372,515 2,271,343