Investor Presentaiton
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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.
Dividends
Subject to the rights, privileges, restrictions and conditions attaching to the shares of Air Canada of any other
class ranking senior to the Variable Voting Shares, the holders of the Variable Voting Shares shall, at the discretion
of the directors, be entitled to receive, out of monies, assets or property of Air Canada properly applicable to the
payment of dividends, any dividends declared and payable by Air Canada on the Variable Voting Shares and the
Variable Voting Shares shall rank equally as to dividends on a share-for-share basis with the Voting Shares
participating on an as-converted basis. All dividends declared in any fiscal year of Air Canada shall be declared in
equal or equivalent amounts per share on all Variable Voting Shares, and Voting Shares participating on an as-
converted basis at the time outstanding, without preference or distinction.
Subdivision or Consolidation
No subdivision or consolidation of the Variable Voting Shares or the Voting Shares shall occur unless,
simultaneously, the shares of the other class are subdivided or consolidated in the same manner, so as to maintain
and preserve the relative rights of the holders of the shares of each of the said classes.
Rights upon Liquidation, Dissolution or Winding Up
Subject to the rights, privileges, restrictions and conditions attaching to the shares of Air Canada ranking prior to
the Variable Voting Shares, upon liquidation, dissolution or winding up of Air Canada or other distribution of Air
Canada's assets among its shareholders for the purpose of winding up its affairs, the holders of the Variable Voting
Shares and Voting Shares shall be entitled to receive the remaining property of Air Canada and shall be entitled to
share equally, share for share, in all distributions of such assets.
Conversion
Each issued and outstanding Variable Voting Share shall be converted into one Voting Share, automatically and
without any further act of Air Canada or of the holder, if (i) such Variable Voting Share becomes held, beneficially
owned and controlled, directly or indirectly, otherwise than by way of security only, by a Canadian; or (ii) the
provisions contained in the CTA relating to foreign ownership restrictions are repealed and not replaced with other
similar provisions.
In the event that an offer is made to purchase Voting Shares and the offer is one which must, pursuant to
applicable securities legislation or the rules of a stock exchange on which the Voting Shares are then listed, be made
to all or substantially all the holders of the Voting Shares in a province of Canada to which the requirement applies,
each Variable Voting Share shall become convertible at the option of the holder into one Voting Share that shall be
subject to the offer at any time while the offer is in effect and until one day after the time prescribed by applicable
securities legislation for the offeror to take up and pay for such shares as are to be acquired pursuant to the offer.
The conversion right may only be exercised in respect of Variable Voting Shares for the purpose of depositing the
resulting Voting Shares in response to the offer and the transfer agent shall deposit the resulting Voting Shares on
behalf of the shareholder.
If the Voting Shares resulting from the conversion and deposited pursuant to the offer are withdrawn by the
shareholder or are not taken up by the offeror or the offer is abandoned or withdrawn, the Voting Shares resulting
from the conversion shall be reconverted automatically and without further act from Air Canada or the holder, into
Variable Voting Shares.
There shall be no right to convert the Variable Voting Shares into Voting Shares or to convert Voting Shares into
Variable Voting Shares, except in accordance with the conversion procedure set forth in the Air Canada articles of
incorporation.View entire presentation