DESCRIPTION
OF THE BN PREFERENCE SHARES
The following description
sets forth certain general terms and provisions of the BN Preference Shares. The particular terms and provisions of a series of BN Preference
Shares offered by a Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto,
will be described in such Prospectus Supplement.
Series
The BN Preference Shares
may be issued from time to time in one or more series. The board of directors of the Company will fix the number of shares in each series
and the provisions attached to each series before issue.
Priority
The BN Preference Shares
rank senior to the Class AA Preference Shares, the Class A Shares, the Class B Shares and other shares ranking junior to
the BN Preference Shares with respect to priority in the payment of dividends and in the distribution of assets in the event of the liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the
Company among its shareholders for the purpose of winding-up its affairs. Each series of BN Preference Shares ranks on a parity with every
other series of BN Preference Shares with respect to priority in the payment of dividends and in the distribution of assets in the event
of the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or in the event of any other distribution
of assets of the Company among its shareholders for the purpose of winding-up its affairs.
Shareholder Approvals
The Company shall not delete
or vary any preference, right, condition, restriction, limitation or prohibition attaching to the BN Preference Shares as a class or create
preference shares ranking in priority to or on parity with the BN Preference Shares except by special resolution passed by at least 66
2/3% of the votes cast at a meeting of the holders of the BN Preference Shares duly called for that purpose, in accordance
with the provisions of the articles of the Company. Each holder of BN Preference Shares entitled to vote at a class meeting of holders
of BN Preference Shares, or at a joint meeting of the holders of two or more series of BN Preference Shares, has one vote in respect of
each C$25.00 of the issue price of each BN Preference Share held by such holder.
