DESCRIPTION
OF THE CLASS A SHARES
The following description
sets forth certain general terms and provisions of the Class A Shares. The particular terms and provisions of Class A 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 the applicable Prospectus Supplement.
Dividend Rights and Rights Upon Dissolution
or Winding Up
The Class A Shares rank
on parity with the Class B Shares and rank after the BN Preference Shares, the Class AA Preference Shares and any other senior-ranking
shares outstanding from time to time with respect to the payment of dividends (if, as and when declared by the board of directors of the
Company) and the return of capital on the liquidation, dissolution or winding up of the Company or any other distribution of the assets
of the Company among its shareholders for the purpose of winding up its affairs.
Voting Rights
Except as set out below under
“— Election of Directors”, each holder of Class A Shares and Class B Shares is entitled to notice of, and
to attend and vote at, all meetings of the Company’s shareholders (except meetings at which only holders of another specified class
or series of shares are entitled to vote) and shall be entitled to cast one vote per share. Subject to applicable law and in addition
to any other required shareholder approvals, all matters to be approved by shareholders (other than the election of directors), must be
approved by: (i) a majority or, in the case of matters that require approval by a special resolution of shareholders, at least 66
2/3%, of the votes cast by holders of Class A Shares who vote in respect of the resolution or special resolution, as the
case may be, and (ii) a majority or, in the case of matters that require approval by a special resolution of shareholders, at least
66 2/3%, of the votes cast by holders of Class B Shares who vote in respect of the resolution or special resolution, as
the case may be.
Election of Directors
In the election of directors,
holders of Class A Shares, together, in certain circumstances, with the holders of certain series of BN Preference Shares, are entitled
to elect one-half of the board of directors of the Company, provided that if the holders of BN Preference Shares, Series 2 become
entitled to elect two or three directors, as the case may be, the numbers of directors to be elected by holders of Class A Shares,
together, in certain circumstances, with the holders of BN Preference Shares, shall be reduced by the number of directors to be elected
by holders of BN Preference Shares, Series 2. Holders of Class B Shares are entitled to elect the other one-half of the board
of directors of the Company.
Each holder of Class A
Shares has the right to cast a number of votes equal to the number of Class A Shares held by the holder multiplied by the number
of directors to be elected by the holder and the holders of shares of the classes or series of shares entitled to vote with the holder
of Class A Shares in the election of directors. A holder of Class A Shares may cast all such votes in favor of one candidate
or distribute such votes among its candidates in any manner the holder of Class A Shares sees fit. Where a holder of Class A
Shares has voted for more than one candidate without specifying the distribution of votes among such candidates, the holder of Class A
Shares will be deemed to have divided the holder’s votes equally among the candidates for whom the holder of Class A Shares
voted.
