DESCRIPTION OF COMMON SHARES AND PREFERRED SHARES
Set forth below is a summary of the material terms of the Banks share capital and certain provisions of the Bank Act and the
Banks amended and restated by-laws as they relate to the Banks share capital. The following summary is not complete and is qualified in its entirety by the Bank Act, the Banks amended and
restated by-laws and the actual terms and conditions of such shares.
Capital Stock
The authorized capital of the Bank consists of an unlimited number of common shares, without nominal or par value, an unlimited number of
Class A Preferred Shares, without nominal or par value, issuable in series, and an unlimited number of Class B Preferred Shares, without nominal or par value, issuable in series, in each case the aggregate consideration for which is also
unlimited.
As of January 31, 2020, there were issued and outstanding the following shares of capital stock: 639,624,567 common
shares; 9,425,607 Class B Preferred Shares Series 25; 2,174,393 Class B Preferred Shares Series 26; 20,000,000 Class B Preferred Shares Series 27 (Non-Viability Contingent Capital (NVCC));
16,000,000 Class B Preferred Shares Series 29 (Non-Viability Contingent Capital (NVCC)); 12,000,000 Class B Preferred Shares Series 31 (Non-Viability
Contingent Capital (NVCC)); 8,000,000 Class B Preferred Shares Series 33 (Non-Viability Contingent Capital (NVCC)); 6,000,000 Class B Preferred Shares Series 35
(Non-Viability Contingent Capital (NVCC)); 600,000 Class B Preferred Shares Series 36 (Non-Viability Contingent Capital (NVCC)); 24,000,000 Class B Preferred
Shares Series 38 (Non-Viability Contingent Capital (NVCC)); 20,000,000 Class B Preferred Shares Series 40 (Non-Viability Contingent Capital (NVCC)); 16,000,000
Class B Preferred Shares Series 42 (Non-Viability Contingent Capital (NVCC)); 16,000,000 Class B Preferred Shares Series 44 (Non-Viability Contingent Capital
(NVCC)); and 14,000,000 Class B Preferred Shares Series 46 (Non-Viability Contingent Capital (NVCC)).
Common Shares
Voting. Holders of
common shares are entitled to one vote per share on all matters to be voted on by holders of common shares. Unless otherwise required by the Bank Act, any matter to be voted on by holders of common shares shall be decided by a majority of the votes
cast on the matter.
Size of Board of Directors. The Bank Act requires that the number of directors on the Banks board of
directors be at least seven. All directors of the Bank are elected annually. The Bank Act also requires that at least a majority of the directors must be, at the time of each directors election or appointment, resident Canadians.
Liquidation Rights. Upon the liquidation, dissolution or winding up of the Bank, whether voluntary or involuntary, the holders of
common shares are entitled to receive the remaining property of the Bank available after the payment of all debts and other liabilities and subject to the prior rights of holders of any outstanding preferred shares.
Preemptive, Subscription, Redemption and Conversion Rights. Holders of common shares, as such, have no preemptive, subscription,
redemption or conversion rights.
Dividends. The holders of common shares are entitled to receive dividends as and when declared by
the board of directors of the Bank, subject to the preference of the holders of the preferred shares of the Bank. The Banks dividends have historically been declared on a quarterly basis in Canadian dollars. As a matter of practice, the Bank
pays dividends to U.S. holders of common shares, if and when a dividend is declared, in U.S. dollars, in an amount fixed at the date of record for the payment of the dividend. The declaration and payment of dividends and the amount of the dividends
is subject to the discretion of the board of directors, and will be dependent upon the results of operations, financial condition, cash requirements and future regulatory restrictions on the payment of dividends by, the Bank and other factors deemed
relevant by the board of directors.
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