Stock Information

Classes of Shares

ACE Aviation has three classes of shares: (i) Class A (ACE.A-T) variable voting shares, (ii) Class B (ACE.B-T) voting shares, and (iii) preferred shares (not listed in any stock exchange).

The Class A variable voting shares may only be held, beneficially owned or controlled by persons who are not Canadians. An issued and outstanding Class A variable voting share shall be converted into one Class B voting share, automatically and without any further act of ACE Aviation or the holder, if such variable voting share becomes held, beneficially owned and controlled, directly or indirectly, otherwise than by way of security only, by a Canadian. Each Class A variable voting share confers the right to one vote unless (i) the number of Class A variable voting shares outstanding (including the preferred shares, on an as-converted basis, if they are held, beneficially owned or controlled by persons who are not Canadians), as a percentage of the total number of voting shares outstanding of ACE Aviation exceeds 25%, or (ii) the total number of votes cast by or on behalf of holders of Class A variable voting shares (including the preferred shares, on an as-converted basis, if they are held, beneficially owned or controlled by persons who are not Canadians) at any meeting exceeds 25% of the total number of votes that may be cast at such meeting. If either of the above noted thresholds would otherwise be surpassed at any time, the vote attached to each Class A variable voting share will decrease proportionately such that (i) the Class A variable voting shares as a class (including the preferred shares, on an as-converted basis, if they are held, beneficially owned or controlled by persons who are not Canadians) do not carry more than 25% of the aggregate votes attached to all issued and outstanding voting shares of ACE Aviation and (ii) the total number of votes cast by or on behalf of holders of Class A variable voting shares (including the preferred shares, on an as-converted basis, if they are held, beneficially owned or controlled by persons who are not Canadians) at any meeting do not exceed 25% of the votes that may be cast at such meeting.

The Class B voting shares may only be held, beneficially owned and controlled by Canadians. An issued and outstanding Class B voting share shall be converted into one Class A variable voting share, automatically and without any further act of ACE or the holder, if such Class B voting share becomes held, beneficially owned or controlled, directly or indirectly, otherwise than by way of security only, by a person who is not a Canadian. Each Class B voting share confers the right to one vote.

The holders of preferred shares are entitled to vote on an as-converted basis with the Class A variable voting shares to the extent that the holders are not Canadians and with the Class B voting shares to the extent that the holders are Canadians. If such preferred shares are held by persons who are not Canadians, they shall be subject to the same proportional reduction in voting percentage as if, for voting purposes only, the preferred shares had been converted into Class A variable voting shares.

Restrictions on voting securities

The applicable provisions of the Canada Transportation Act require that national holders of domestic, scheduled international and non-scheduled international licences be Canadian. In the case of each licence holder, this requires that it be controlled in fact by Canadians, as such term is defined in the Canada Transportation Act, and that at least 75% of its voting interests be owned and controlled by Canadians, as such term is defined in the Canada Transportation Act. The articles of the Corporation contain restrictions to ensure that ACE Aviation remains Canadian under the Canada Transportation Act. The definition of the term “Canadian” under section 55(1) of the Canada Transportation Act may be summarized as follows:

(a)  a Canadian citizen or a permanent resident within the meaning of the Immigration and Refugee Protection Act (Canada);

(b)  a government in Canada or an agent of such a government; or

(c)  a corporation or other entity that is incorporated or formed under the laws of Canada or a province, that is controlled in fact by Canadians and of which at least 75%, or such lesser percentage as the Governor in Council may by regulation specify, of the voting interests are owned and controlled by Canadians.

Top of page