Stock information

WestJet's articles provide restrictions with respect to subscriptions, issues, transfers or purchases of Common Voting Shares which would cause WestJet to cease to be "Canadian" as defined in the Canada Transportation Act. The applicable provisions of the Canada Transportation Act require that WestJet, as a corporation which indirectly wholly-owns the holder of a domestic license, a scheduled international license and a non-scheduled international license, be Canadian; that is WestJet must be, controlled in fact by Canadians and that at least 75% of its voting interests must be owned and controlled by Canadians.

The definition of "Canadian" under Section 55(1) of the Canada Transportation Act may be summarized as follows:

  1. a Canadian citizen or a permanent resident within the meaning of the Immigration and Refugee Protection Act (Canada),
  2. a government in Canada or an agent of such a government, or
  3. 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.

 

The articles, by-laws and policies of WestJet grant to the Board of Directors the powers necessary to give effect to the ownership restrictions, including all powers contemplated by the provisions of the Business Corporations Act (Alberta). WestJet has adopted certain policies, procedures and processes in order to monitor the number of its shares owned by Canadians to ensure that the provisions of its articles, by-laws and the Canada Transportation Act are complied with.

Failure to complete such a declaration properly will result in the shares associated with such declaration not being tabulated in any vote of shareholders.

Common voting shares may only be owned and controlled by Canadians. Any common voting share owned or controlled by a person who is not a Canadian is deemed to be converted to a variable voting share.

Each common voting share confers the right to one vote at all meetings of our shareholders.

Variable voting shares are only owned or controlled by non-Canadians. Therefore, any variable voting share.

Variable voting shares carry one vote per variable voting share held, except where (i) the number of outstanding variable voting shares exceeds 25% of the total number of all issued and outstanding voting shares (or any other percentage that 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 that the Governor in Council may specify pursuant to the Canada Transportation Act) of the total number of votes cast at such meeting.

If either of the above-noted thresholds is surpassed at any time, the vote attached to each variable voting share will decrease automatically without further act or formality. Under the circumstances described in (i) in the immediately preceding paragraph, the variable voting shares as a class cannot carry more than 25% (or any other percentage that 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 shares. Under the circumstances described in (ii) in the immediately preceding paragraph, the variable voting shares as a class cannot, for a given shareholders' meeting, carry more than 25% (or any other percentage that the Governor in Council may specify pursuant to the Canada Transportation Act) of the total number of votes cast on any matter on which a vote is to be taken.

If the total number of votes cast by or on behalf of the holders of variable voting shares on any matter on which a vote is to be taken at the meeting exceeds 25% (or any higher percentage that the Governor in Council may specify pursuant to the Canada Transportation Act) of the aggregate votes that are cast on such matter, the votes attached to each variable voting share will decrease automatically and proportionately such that the total votes attached to the variable voting shares cast on the matter shall not exceed 25% of the aggregate votes.

The constraints described above do not apply to variable voting shares held by a non-Canadian by way of security only or to variable voting shares held by one or more non-Canadian underwriters solely for the purpose of distributing the shares to the public, or by any non-Canadian person acting as an intermediary in the payment of funds or the delivery of securities in connection with trades in securities and providing centralized facilities for the clearing of trades in securities.