2023 Consolidated Financial Statements and Notes
AIR CANADA
2023 Consolidated Financial Statements and Notes
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first, if required, a reduction of the voting rights of any single non-Canadian holder (including a single non-
Canadian holder authorized to provide an air service) carrying more than 25% of the votes to ensure that such
non-Canadian holder never carries more than 25% of the votes which holders of Voting Shares cast at any
meeting of shareholders;
second, if required and after giving effect to the first proration set out above, a further proportional reduction
of the voting rights of all non-Canadian holders authorized to provide an air service to ensure that such non-
Canadian holders authorized to provide an air service, in the aggregate, never carry more than 25% of the
votes which holders of Voting Shares cast at any meeting of shareholders; and
third, if required and after giving effect to the first two prorations set out above, a proportional reduction of the
voting rights for all non-Canadian holders as a class to ensure that non-Canadians never carry, in aggregate,
more than 49% of the votes which holders of Voting Shares cast at any meeting of shareholders.
Shareholder Rights Plan
Under the terms of the shareholder rights plan agreement (the "Rights Plan"), one right (a "Right") is issued with respect
to each share of Air Canada issued and outstanding. These Rights would become exercisable only when a person,
including any party related to it, acquires or announces its intention to acquire 20% or more of the outstanding shares
of Air Canada calculated on a combined basis, without complying with the "Permitted Bid" provisions of the Rights Plan
or, in certain cases, without the approval of the Board. Until such time, the Rights are not separable from the shares,
are not exercisable and no separate rights certificates are issued. To qualify as a "Permitted Bid" under the Rights Plan,
a bid must, among other things: (i) be made to all holders of shares, (ii) remain open for a period of not less than 105
days (or such shorter minimum period determined in accordance with National Instrument 62-104 - Take-Over Bids
and Issuer Bids ("NI 62-104"), (iii) provide that no shares shall be taken up unless more than 50% of the then
outstanding shares, other than the shares held by the person pursuing the acquisition and parties related to it, have
been tendered and not withdrawn, and (iv) provide that if such 50% condition is satisfied, the bid will be extended for
at least 10 days to allow other shareholders to tender.
Following the occurrence of an event which triggers the right to exercise the Rights and subject to the terms and
conditions of the Rights Plan, each Right would entitle the holders thereof, other than the acquiring person or any
related persons, to exercise their Rights and purchase from Air Canada two hundred dollars' worth of shares for one
hundred dollars (i.e. at a 50% discount to the market price at that time). Upon such exercise, holders of rights
beneficially owned and controlled by Qualified Canadians would receive Class B Voting Shares and holders of rights
beneficially owned or controlled by persons who are not Qualified Canadians would receive Class A Variable Voting
Shares.
The Rights Plan was renewed at Air Canada's 2023 annual meeting of shareholders for an additional period of three
years from 2023 to 2026.
Convertible Notes
As described in Note 8, in 2022, the Corporation repurchased and cancelled $635 million (US$473 million) aggregate
principal amount of its convertible notes. The conversion rate of the convertible notes is 65.1337 shares per US$1,000
principal amount of convertible notes, thereby reducing the potentially issuable shares.
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