Westjet 2015 Annual Report Download - page 85

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Notes to Consolidated Financial Statements
As at and for the years ended December 31, 2015 and 2014
(Stated in thousands of Canadian dollars, except percentage, ratio, share and per share amounts)
WestJet Annual Report 2015 | 83
11. Share capital
(a) Authorized
Unlimited number of common voting shares
The common voting shares may be owned and controlled only by Canadians and shall confer the right to one vote per common
voting share at all meetings of shareholders of the Corporation.
If a common voting share becomes beneficially owned or controlled by a person who is not a Canadian, such common voting
share shall be converted into one variable voting share automatically and without any further act of the Corporation or the
holder.
Unlimited number of variable voting shares
The variable voting shares may be beneficially owned and controlled only by a person who is not Canadian 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 collectively, including securities
currently convertible into such a share and currently exercisable options and rights to acquire such shares (or any higher
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 exceeds 25% (or any higher percentage the
Governor in Council may specify pursuant to the
Canada Transportation Act
) of the total number of votes cast that may be cast
at such meeting.
If either of the thresholds described in the paragraph above is surpassed at any time, the vote attached to each variable voting
share will decrease automatically and without further act or formality to equal the maximum permitted vote per variable voting
share. In the circumstance described in (i) in the paragraph above, the variable voting shares as a class cannot carry more than
25% (or any higher percentage the Governor in Council may specify pursuant to the
Canada Transportation Act
) of the
aggregate votes attached to all variable voting shares and common voting shares collectively, including securities currently
convertible into such a share and currently exercisable options and rights to acquire such shares. In the circumstance described
in (ii) in the paragraph above, the variable voting shares as a class cannot, for a given shareholders’ meeting, carry more than
25% (or any higher percentage the Governor in Council may specify pursuant to the
Canada Transportation Act
) of the total
number of votes that can be exercised 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 first, second and third preferred
shares
The non-voting shares and non-voting preferred shares may be issued, from time to time in one or more series, each series
consisting of such number of non-voting shares and non-voting preferred shares as determined by the Corporation’s Board of
Directors who may also fix the designations, rights, privileges, restrictions and conditions attached to the shares of each series
of non-voting shares and non-voting preferred shares. There are no non-voting shares or non-voting preferred shares issued
and outstanding.