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48 2006 | WestJet Annual Report
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
WestJet Airlines Ltd.
Years ended December 31, 2006 and 2005
(Tabular Amounts are Stated in Thousands of Dollars, Except Share and Per Share Data)
7. Share capital:
(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 and
Unlimited number of non-voting fi rst, second and third preferred shares:
The non-voting shares and the non-voting preferred shares are subject to limitations to be fi xed by the
Board of Directors.
(b) Issued and outstanding:
On August 30, 2005, the Corporation’s common shares were restructured into two classes of shares: common
voting shares and variable voting shares (collectively, the “voting shares” or “shares”). Each issued and
outstanding common share which was not owned and controlled by a Canadian within the meaning of
the Canada Transportation Act was converted into one variable voting share and the common share was
cancelled. Each issued and outstanding common share which was owned and controlled by a Canadian
within the meaning of the Canada Transportation Act was converted into one common voting share and the
common share was cancelled.