Westjet 2005 Annual Report Download - page 53

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2005 WESTJET ANNUAL REPORT
51
Subsequent to December 31, 2005, the Corporation entered into an agreement with an independent third party to lease two
737-700 aircraft to be delivered during February and April 2007 for an eight-year term in US dollars. These amounts have
been included at their Canadian dollar equivalent in the preceding table.
7. Share capital:
The non-voting common shares and the non-voting preferred shares are subject to limitations to be fixed by the Board of Directors.
(a) Authorized:
Unlimited number of common voting shares:
The common voting shares may be owned and controlled by Canadians only and shall confer the right to one vote per
common voting share at all meetings of shareholders of the Corporation.
Each issued and outstanding common voting share shall be converted into one variable voting share automatically and
without any further act of the Corporation or the holder, if such common voting share becomes owned or controlled by
a person who is not a Canadian.
Unlimited number of variable voting shares:
The variable voting shares may be owned and controlled only by persons who are not Canadians and are entitled to one
vote per variable voting share unless (i) the number of issued and outstanding variable voting shares exceed 25% of the
total number of all issued and outstanding variable voting shares and common voting shares (or any greater percentage
the Governor in Council may specify pursuant to the Canada Transportation Act), or (ii) the total number of votes cast
by or on behalf of the holders of variable voting shares at any meeting on any matter on which a vote is to be taken
exceeds 25% (or any greater percentage the Governor in Council may specify pursuant to the Canada Transportation Act)
of the total number of votes that may be cast at such meeting.
If either of the above-noted thresholds are surpassed at any time, the vote attached to each variable voting share will
decrease automatically without further act of formality. Under the circumstances described above, the variable voting
shares as a class cannot carry more than 25% (or any greater percentage the Governor in Council may specify pursuant
to the Canada Transportation Act) of the total voting rights attached to the aggregate number of issued and outstanding
variable voting shares and common voting shares of the Corporation.
Under the circumstances described above, the variable voting shares as a class cannot, for a given shareholders’ meeting,
carry more than 25% (or any greater percentage the Governor in Council may specify pursuant to the Canada
Transportation Act) of the total number of votes that may be cast at the meeting.
Each issued and outstanding variable voting share shall be automatically converted into one common voting share
without any further intervention on the part of the Corporation or of the holder if (i) the variable voting share is or
becomes owned and controlled by a Canadian; or if (ii) the provisions contained in the Canada Transportation Act relating
to foreign ownership restrictions are repealed and not replaced with other similar provisions in applicable legislation.
Unlimited number of non-voting shares
Unlimited number of non-voting first, second and third preferred shares