DESCRIPTION
OF THE CANADIAN PREFERENCE SHARES
The particular terms of the
series of Canadian Preference Shares offered by a Prospectus Supplement, including any exchange or conversion terms and any other specific
terms, and any material Canadian federal income tax considerations related to the Canadian Preference Shares will be described in such
Prospectus Supplement. Unless the applicable Prospectus Supplement provides otherwise, the summary of principal terms provided below apply
equally and consistently to all series of Canadian Preference Shares issued by the Canadian Pref Issuers, including the BFI IV Preference
Shares and BFI V Preference shares.
Series
The board of directors of
each of the Canadian Pref Issuers may from time to time issue Canadian Preference Shares in one or more series, each series to consist
of such number of shares as will before issuance thereof be fixed by the directors who will at the same time determine the designation,
rights, privileges, restrictions and conditions attaching to that series of Canadian Preference Shares.
Priority
The Canadian Preference
Shares rank senior to the Canadian Pref Issuers’ common shares, Class B Preference Shares and all other shares ranking junior
to the Canadian Preference Shares with respect to priority in payment of dividends and in the distribution of assets in the event of
the liquidation, dissolution or winding-up of the applicable Canadian Pref Issuer. Pursuant to the Business Corporations Act
(Ontario), each series of Canadian Preference Shares participates rateably with every other series of Canadian Preference Shares of
the applicable Canadian Pref Issuer in respect of accumulated dividends and return of capital.
Voting
Subject to applicable corporate
law or unless provision is made in the articles of the applicable Canadian Pref Issuer relating to any series of Canadian Preference Shares,
the holders of Canadian Preference Shares or of a series thereof are not entitled as holders of that class or series to receive notice
of, to attend or to vote at any meeting of the shareholders of the applicable Canadian Pref Issuer.
Shareholder Approvals
The approval of the holders
of Canadian Preference Shares of any matters to be approved by a separate vote of the holders of Canadian Preference Shares may be given
by special resolution in accordance with the share conditions for the Canadian Preference Shares. Each holder of Canadian Preference Shares
entitled to vote at a class meeting of holders of Canadian Preference Shares, or at a joint meeting of the holders of two or more series
of Canadian Preference Shares, has one vote in respect of each Canadian Preference Share held by such holder.
Guarantee
The Canadian Preference Shares
will be fully and unconditionally guaranteed by the Company as to (i) the payment of dividends when due, (ii) the payment of
amounts due on redemption, and (iii) the payment of amounts due on the liquidation, dissolution or winding-up of the applicable Canadian
Pref Issuer. Each guarantee will be subordinated to all of the debt of the Company that is not stated to be pari passu or subordinate
to the guarantee and will rank senior to the Class A Shares. A Prospectus Supplement for an offering of Canadian Preference Shares
will contain more specific information about the terms of the applicable guarantee.
