SHAREHOLDERS AGREEMENT
THIS AGREEMENT made this 26th day of September, 1994.
BY AND AMONG: TRIPLES HOLDINGS LIMITED, a corporation duly incorporated
under the laws of Ontario,
(hereinafter referred to as "TRIPLES");
AND: a corporation to be incorporated under the laws of Barbados,
(hereinafter referred to as "HRHCO");
AND: XXXXXXX XXXXX, an individual residing in Xxxxxxx, Xxxxxxx,
Xxxxxx,
(hereinafter referred to as "SHARP");
AND: HIS ROYAL HIGHNESS PRINCE ALWALEED BIN TALAL BIN ABDULAZIZ AL
SAUD, an individual residing in Riyadh, Saudi Arabia,
(hereinafter referred to as "HRH");
WHEREAS, Triples, HRH and Sharp entered into a Tender Agreement,
dated September 26, 1994 (the "Tender Agreement") which provides, subject to the
terms and conditions set forth therein, that HRH will cause HRHCO to (a) make a
takeover bid to purchase 25% of all issued and outstanding subordinate voting
shares ("SVS") of Four Seasons Hotels Inc., a corporation duly incorporated
under the laws of Ontario (the "Corporation"), and (b) to purchase directly from
Triples 25% of all issued and outstanding multiple voting shares ("MVS") of the
Corporation;
WHEREAS, the parties hereto wish to enter into this Agreement to
govern their relationship as shareholders of the Corporation as and from the
date that HRHCO takes up and pays for the MVS and SVS.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the Parties agree and understand as follows:
ARTICLE I
INTERPRETATION
1.1 DEFINITIONS. For the purpose of this Agreement, the following words and
phrases shall have the following meanings, respectively, unless the context
otherwise requires.
(a) "Act" shall mean the BUSINESS CORPORATIONS ACT (Ontario).
2
(b) "best efforts" shall mean best efforts, but shall not imply an
obligation to pay money should an unforeseen event occur.
(c) "Closing" shall have the meaning ascribed thereto in Section 5.1
hereof.
(d) "HRHCO Election Period" and "HRHCO Change of Control Election
Period" shall have the meanings ascribed thereto in Section 4.3
hereof.
(e) "Member of the Sharp Family" shall mean Sharp, his spouse, any of
this issue and the spouses of any of them, his or their legal
representatives, any corporation of which all of the voting shares
are beneficially owned, directly or indirectly, by any one or more
of the foregoing persons, corporations or other entities, and any
trust the only beneficiaries of which are any one or more of the
foregoing persons, corporations or other entities.
(f) "Offer Notice" and "Offer Notice of Change of Control" shall have
the meaning ascribed thereto in Section 4.3 hereof.
(g) "Parties" shall mean the Persons named in the preamble hereof, and
shall include any other Person that becomes a Shareholder after the
date hereof; and "Party" shall mean any one of them. In the event,
however, that any Shareholder shall, after the date hereof, cease to
be a Shareholder of the Corporation, then such Party shall thereupon
cease to be a Party to this Agreement, and this Agreement shall be
deemed to have been amended accordingly.
(h) "Permitted HRH Assignee" shall mean HRH, his spouse, any of his
issue and the spouses of any of them, any corporation of which all
of the voting shares are beneficially owned, directly or indirectly,
by any one or more of the foregoing persons, corporations or other
entities and any trust the only beneficiaries of which are any one
or more of the foregoing persons, corporations or other entities.
(i) "Permitted Sharp Transferee" shall mean a Member of the Sharp Family
or a bona fide financial institution that has been granted a
security interest in Securities by Triples or a Member of the Sharp
Family which institution takes such interest subject to this
Agreement.
(j) "Person" shall mean an individual, corporation, company,
cooperative, partnership, trust, unincorporated association or
governmental body, whether now or hereafter in existence; and
pronouns that refer to a Person shall have a similarly extended
meaning.
(k) "Prohibited Transfer" shall have the meaning ascribed thereto in
Section 4.1 hereof.
(l) "Securities" shall mean any and all MVS, SVS or other securities of
the Corporation beneficially owned by a Shareholder, provided that,
in the case of Permitted Sharp Transferee other than Sharp, such
term shall not include MVS, SVS or other securities of the
Corporation acquired from Persons other than
3
Triples and Sharp but shall include MVS, SVS or other securities of
the Corporation acquired from other Permitted Sharp Transferees
where such MVS, SVS or other securities of the Corporation were "
Securities" in the hands of such other Permitted Sharp Transferees
immediately prior to such acquisition.
(m) "Shareholder" shall mean any one of Triples, HRHCO and any Permitted
Sharp Transferee or any Permitted HRH Assignee which has acquired
shares of Triples or Securities.
(n) "Third Party Offer" and "Third Party Control Offer" shall have the
meanings ascribed thereto in Section 4.3 hereof.
1.2 GENDER. Any reference in this Agreement to any gender shall include all
genders and words used herein importing the singular number only shall include
the plural and vice versa, unless the context otherwise dictates.
1.3 HEADINGS. The division of this Agreement into Articles, Sections,
Subsections and other subdivisions and the insertion of headings are for
convenience of reference only and shall not affect or be utilized in the
construction or the interpretation of this Agreement.
1.4 SEVERABILITY. Any Article, Section, Subsection or other subdivision of this
Agreement or any other provision of this Agreement which is, or becomes,
illegal, invalid or unenforceable shall be severed herefrom and shall be
ineffective to the extent of such illegality, invalidity or unenforceability and
shall not affect or impair the remaining provisions hereof which shall remain in
full force and effect.
1.5. ENTIRE AGREEMENT. This Agreement, together with any counterpart hereto or
other instrument to be delivered pursuant hereto, constitutes the entire
agreement between the Parties with respect to the subject matter hereof,
superseding any negotiations, prior discussions and prior agreements among any
or all of the Parties.
1.6 AMENDMENTS. No amendment to this Agreement shall be binding unless otherwise
expressly provided in an instrument in writing duly executed by the Parties.
1.7 WAIVER. Except as otherwise provided in this Agreement, no waiver of any of
the provisions of this Agreement shall be deemed to constitute a waiver of any
other provisions (whether or not similar), nor shall such waiver constitute a
continuing waiver, unless otherwise expressly provided in an instrument in
writing duly executed by the Party to be bound thereby.
1.8 GOVERNING LAW. This Agreement shall be governed, interpreted and construed
by and in accordance with the laws currently in force in the Province of Ontario
and the laws of Canada applicable therein and shall be treated in all respects
as an Ontario contract.
1.9 SCHEDULE. Schedule 7.3 is annexed to and incorporated in this Agreement by
reference and is deemed to be a part hereof.
1.10 PREAMBLE. The preamble hereto is incorporated herein by reference and
deemed to be a part of this Agreement.
4
1.11 BINDING EFFECT. This Agreement shall enure to the benefit of and be binding
upon the Parties hereto and their respective heirs, legal representatives,
successors and permitted assigns, including, but not limited to, any trustee or
administrator succeeding to the assets of Sharp. It is expressly agreed and
understood by the Parties that HRHCO may only assign its rights and obligations
hereunder to a Permitted HRH Assignee. The Parties hereto mutually covenant and
agree that they shall sign and execute all such other deeds and documents and do
such other things as may be necessary or desirable for more completely and
effectually carrying out the terms and intentions of this Agreement.
ARTICLE II
MANAGEMENT
2.1 BOARD OF DIRECTORS. Two persons nominated by HRHCO shall be elected
directors of the Corporation as soon as practicable after HRHCO has taken up and
paid for the MVS and SVS. HRHCO shall be free to change its nominees at any time
at its discretion. Triples shall cast each vote represented by the Securities it
owns, and Sharp shall use his best efforts to cause such nominees of HRHCO to be
at all times elected or re-elected directors of the Corporation. In the event
that any nominee of HRHCO ceases to be a director of the Corporation prior to
the expiration of his appointed term, Triples and Sharp shall use their best
efforts to ensure that such vacancy shall be filled by HRHCO's nominee. Triples
and Sharp agree to use their best efforts to prevent any Triples' nominee on the
Corporation's Board of Directors from voting in favour of any resolutions
delegating any power of the Board of Directors of the Corporation to a single
director or officer, other than for the purpose of implementing resolutions
adopted by the Board of Directors or any committee thereof. Similarly, Sharp and
Triples agree to use their best efforts to cause management of the Corporation
to consult with HRH and seek and consider (without any obligation to follow) his
recommendations before formulating any plan to make a fundamental change in the
capital structure of the Corporation.
2.2 BOARD COMMITTEES. Triples and Sharp shall use their best efforts to cause
Triples' nominees on the Board of Directors of the Corporation to cause each
committee of the Board of Directors of the Corporation to include at least one
director nominated by HRHCO.
2.3 NOTICE. Triples and Sharp agree to use their best efforts to ensure that
notice of any meeting of the Board of Directors of the Corporation be given at
least seventy-two (72) hours prior to the meeting.
ARTICLE III
SPECIAL MATTERS
3.1 SPECIAL MATTERS. Sharp and Triples, through the exercise (or withholding
thereof) of the voting rights attached to the Securities owned from time to time
by Triples or by any Permitted Sharp Transferee, shall ensure that no act,
decision or resolution which has any of the objects or purposes set forth in
subparagraphs 3.1(a) through 3.1(f), inclusive, may be approved by the
Corporation's shareholders unless such act, decision, or resolution has been
approved by HRHCO prior thereto:
5
(a) any decision of the Corporation to wind up, dissolve,
liquidate or otherwise cease to carry on the existing business
of the Corporation;
(b) any plan of arrangement of the Corporation;
(c) the sale of all or substantially all of the assets of the
Corporation;
(d) any change in the auditors of the Corporation;
(e) the merger or amalgamation of the Corporation; and
(f) any change in the articles or by-laws of the Corporation.
ARTICLE IV
RESTRICTION ON TRANSFER
4.1 NO TRANSFER BY TRIPLES. Except as permitted in this Article IV: (a) none of
Triples, Sharp or any Permitted Transferee may sell, transfer, in whole or in
part, directly or indirectly, any Securities or any right, title or interest
therein (a "Prohibited Transfer"); and (b) any proposed or effected change of
control of Triples, within the meaning of the Act, shall be a Prohibited
Transfer.
4.2 ASSIGNMENT TO PERMITTED SHARP TRANSFEREE. Notwithstanding Sections 4.1 and
4.3, Triples, Sharp and any Permitted Sharp Transferee may transfer or assign
all or any portion of the Triples shares or the Securities to a Permitted Sharp
Transferee, provided that, prior to such transfer or assignment, such Permitted
Sharp Transferee shall have executed a counterpart of this Agreement in
accordance with Section 7.3 hereto and provided further (i) that before Sharp's
death or incapacity, none of the foregoing transfers shall be permitted if,
immediately following such transfers, Sharp would cease to own directly or
indirectly, Securities granting to Sharp more than 50% of the voting rights
attached to all voting securities of the Corporation, and (ii) that after
Sharp's death or incapacity, none of the foregoing transfers shall be permitted
if, immediately following such transfers, Permitted Sharp Transferees would
cease to own, directly or indirectly, Securities granting to Permitted Sharp
Transferees more than 50% of the voting rights attached to all voting securities
of the Corporation.
4.3 RIGHT OF FIRST OFFER. (a) Subject to Section 4.2 hereof and paragraphs (b)
and (c) below, if at any time Triples or a Permitted Sharp Transferee desires to
sell any Securities, Triples or the Permitted Sharp Transferee shall first offer
such Securities by written notice (the "Offer Notice") to HRHCO on specific
terms and conditions, which shall include a price payable only in cash. Within
thirty (30) days after receiving the Offer Notice (the "HRHCO Election Period"),
HRHCO may irrevocably elect to purchase all of such Securities, at such price
and on such terms and conditions. In the event that no such election is made by
HRHCO, Triples or the Permitted Sharp Transferee shall be free to offer such
Securities to a third party (a "Third Party Offer") on terms and at a price no
less favourable to Triples or the Permitted Sharp Transferee than the terms and
price offered to HRHCO, provided that any sale to a third party must be
consummated within ninety (90) days from the end of the HRHCO Election Period.
If no sale to, and purchase by, a third party takes place within such ninety
(90) day period, Triples
6
or the Permitted Sharp Transferee may not thereafter transfer such Securities
without again following and being subject to this Section 4.3.
(b) Subject to Section 4.2 hereof and paragraphs (a) above and (c)
below, if, at any time, Triples or a Permitted Sharp Transferee desires to sell
any Securities and if, as a result of the consummation of the sale of such
Securities, Sharp, or, after his death or incapacity, Permitted Sharp
Transferees would cease to own, directly or indirectly, Securities granting to
Sharp or such Permitted Sharp Transferee more than 50% of the voting rights
attached to all voting Securities of the Corporation, Triples or the Permitted
Sharp Transferee shall first offer such Securities by written notice (the "Offer
Notice of Change of Control") to HRHCO on specific terms and conditions, which
shall include a price payable only in cash. Within sixty (60) days after
receiving the Offer Notice of Change of Control (the "HRHCO Change of Control
Election Period"), HRHCO may elect irrevocably to purchase all of such
Securities subject only to customary regulatory approvals, at such price and on
such terms and conditions. In the event that no such election is made by HRHCO,
Triples or the Permitted Sharp Transferee shall be free to offer such Securities
to a third party (a "Third Party Offer for Control") on terms and at a price no
less favourable to Triples or the Permitted Sharp Transferee than the terms and
price offered to HRHCO, provided (i) that either any sale to a third party is
consummated or an agreement to sell such Securities entered into, subject only
to customary regulatory approvals and usual conditions, within one hundred and
eighty (180) days from the end of the HRHCO Change of Control Election Period,
and (ii) that Triples or the Permitted Sharp Transferee, on an ongoing basis,
keeps HRHCO generally informed about its efforts to sell such Securities. If no
sale to, and purchase by, or agreement with, a third party takes place within
such one hundred and eighty (180) day period, Triples or the Permitted Sharp
Transferee may not thereafter transfer such Securities without again following
and being subject to this Section 4.3.
(c) Any purported transfer in violation of this Section 4.3 shall be
void AB INITIO, except that Triples and Permitted Sharp Transferees may sell
Securities in each twelve-month period free of the restrictions contained in
this Section 4.3 for aggregate consideration, during such period, of up to
$1,000,000, it being understood that this exception shall not be available with
respect to any sale of Securities if, as a result of such sale Sharp, or, after
his death or incapacity, Permitted Sharp Transferees, would cease to own,
directly or indirectly, Securities granting more than 50% of the voting rights
attached to all voting securities of the Corporation.
(d) In the event that Triples or Permitted Sharp Transferee(s)
should offer for sale more than 50% of the MVS and HRHCO exercises its right to
purchase such MVS pursuant to the terms of this Section 4.3, Triples or such
Permitted Sharp Transferee(s) agree that HRHCO may, concurrently therewith,
offer to acquire all remaining MVS, and make a tender offer for all issued and
outstanding SVS on the same terms and conditions as set forth in the Offer
Notice or the Offer Notice of Change of Control, for the purpose of maintaining
the multiple voting feature of the MVS.
4.4 RIGHT OF CONCURRENT SALE. If Triples or a Permitted Sharp Transferee makes a
Third Party Offer or a Third Party Offer for Control pursuant to Section 4.3
hereof, HRHCO shall have the right, at its sole option, to require that a
proportionate amount of the Securities held by HRHCO be included in any sale to
a third party on the same terms and conditions as those contained in the Third
party Offer or a Third Party Offer for Control. If HRHCO wishes to
7
exercise the right of concurrent sale in this Section 4.4, then it shall do so
by notice to Triples or Permitted Sharp Transferee prior to the expiration of
the HRHCO Election Period or HRHCO Change of Control Election Period, as the
case may be. Triples or Permitted Sharp Transferees may, however, sell
Securities in each twelve-month period (inclusive of the Securities sold under
the similar exception under paragraph 4.3(c) hereof) free of the restrictions
contained in this Section 4.4 for an aggregate consideration of $1,000,000, it
being understood that this exception shall not be available with respect to any
sale of Securities if, as a result of such sale, Sharp, or after his death or
incapacity, Permitted Sharp Transferees would cease to own Securities granting
more than 50% of the voting rights attached to all voting securities of the
Corporation.
ARTICLE V
CLOSING
5.1 PROCEDURE AND CLOSING FOR SALE OF SECURITIES. The closing (the "Closing") of
any sale or transfer of Securities pursuant to the procedure set forth in
Section 4.3 shall be held at the head office of the Corporation at 10:00 a.m.,
Toronto time, on the date stipulated herein for Closing, or at such other place,
at such other time or on such other date as the parties thereto may agree, in
accordance with the terms and conditions hereinafter set forth in this Section
5.1.
At Closing, the selling Shareholder shall deliver to HRHCO the
certificates representing the Securities being sold, which certificates shall be
accompanied by a duly executed assignment of the Securities to HRHCO. Payment
for any Securities purchased pursuant to the terms hereof will be made by way of
wire transfer, bank draft or certified cheque, and payment for such Securities
will, except as otherwise provided for herein, be made at Closing.
At Closing, the selling Shareholder shall deliver to HRHCO good
title to the Securities being sold, free from all mortgages, privileges,
charges, security interests, claims, encumbrances and other rights of other of
any nature whatsoever.
If the selling Shareholder is obligated to sell its Securities
pursuant to Section 4.3 and if the selling Shareholder fails to complete the
transaction of purchase and sale, then the amount which HRHCO otherwise would be
required to pay to the selling Shareholder at Closing may be deposited by HRHCO
into a trust account in the name of the selling Shareholder at the bank branch
used by the Corporation. Upon making such deposit and giving the selling
Shareholder notice thereof, the purchase of the selling Shareholder's Securities
by HRHCO shall be deemed to have been fully completed and all right, title,
benefit and interest, both at law and in equity, in and the securities to which
HRHCO is entitled, shall be conclusively deemed to have been transferred and
assigned to and vested in HRHCO. The selling Shareholder shall be entitled to
receive the amount deposited in the trust account upon satisfying the selling
Shareholder's obligations pursuant to this Section 5.1
8
ARTICLE VI
SHARE CERTIFICATES
6.1 SHARE CERTIFICATES. Triples agrees to surrender the certificates
representing MVS to the Corporation for the purpose of endorsing all such share
certificates with a legend in substantially the form as follows:
"OWNERSHIP, SALE, TRANSFER, DISPOSITION OR ALIENATION OF THE SHARES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND
CONDITIONS OF A SHAREHOLDER AGREEMENT DATED SEPTEMBER 26, 1994."
Sharp further agrees to surrender his Triples shares to Triples for the purpose
of endorsing such share certificates with a similar inscription, and Triples
agrees to so endorse such shares.
ARTICLE VII
GENERAL PROVISIONS
7.1 TERMINATION OF AGREEMENT. This Agreement shall terminate upon the
happening of any of the following events:
(a) upon the agreement in writing of all the Parties hereto; or
(b) upon HRH, HRHCO or Permitted HRH Assignees ceasing to own at
least 10% of the issued and outstanding SVS; or
(c) upon Triples and Permitted Sharp Transferees ceasing to own
Securities granting to such persons more than 50% of the
voting rights attached to all voting securities of the
Corporation.
7.2 NOTICES. Any notice or other document required or permitted under this
Agreement shall be in writing and shall be given by delivery or sent by
telecopier or similar telecommunications device (provided that receipt is
verified by fax answerback) and addressed as follows:
(c) in the case of Triples and Sharp, to:
Xxxxxxx Xxxxx
c/o Four Seasons Hotels Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx, Xxxxxx
X0X 0X0
Telecopier: (000) 000-0000
with copies (which shall not constitute notice) to
Xxxxxxx & Xxxxxxx
9
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Attention: Xxxxx Xxxxxxxx, Q.C.
Telecopier: (000) 000-0000
(b) in the case of HRHCO AND HRH, to:
His Royal Highness
Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud
X.X. Xxx 0000
Xxxxxx, 00000
Xxxxxxx xx Xxxxx Xxxxxx
Telecopier: 011.966.1.481.1954
011.966.1.441.6102
with copies (which shall not constitute notice) to:
Xxxxx & Xxxxxxx L.L.P.
Columbia Square
000 00xx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
X.X.X.
Attention: Xxxx X. Xxxx
Xxxxxxxx X. Xxxxxxxxx, XX
Telecopier: (000) 000-0000
(c) in the case of the Corporation, to:
Four Seasons Hotels Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx, Xxxxxx
X0X 0X0
Attention: Secretary
Telecopier: (000) 000-0000
with copies (which shall not constitute notice) to:
Xxxxxxx & Xxxxxxx
10
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Attention: Xxxxx Xxxxxxxx, Q.C.
Telecopier: (000) 000-0000
Any notice or document given as aforesaid shall be deemed to have
been effectively given and received, if delivered, on the date of such delivery,
or, if sent by telecopier or similar telecommunications device, to have been
given and received on the next business day following such transmission. Any
address for service many be changed by written notice given as aforesaid.
7.3 NEW SHAREHOLDER. This Agreement shall be executed by HRHCO and by any Person
who shall from time to time become a Shareholder by signing a counterpart hereof
in accordance with Schedule 7.3 annexed hereto. Each of such counterparts so
executed shall be deemed to be an original and such counterparts together with
this Agreement shall constitute one and the same instrument. No Personal shall
become a Shareholder without first having executed a counterpart hereof in
accordance with Schedule 7.3 annexed hereto.
7.4 COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same Agreement.
7.5 INDIVIDUAL RESPONSIBILITIES. Each of Sharp and HRH hereby unconditionally
guarantees the full and punctual performance by Triples and HRHCO, respectively,
of all obligations of such entity under this Agreement. Each of Sharp and HRH
further agrees to carry out and be bound by this Agreement to the full extent
that he has the capacity to do so.
7.6 SECURITIES. References to Securities include any securities into which the
Securities may be reclassified, sub-divided, consolidated or converted and any
rights and benefits arising therefrom including any extraordinary distributions
of securities which may be declared in respect of such Securities.
7.7 EFFECTIVENESS OF AGREEMENT. This Agreement shall only become effective upon
HRHCO taking up and paying for MVS and SVS in accordance to the Tender
Agreement.
11
IN WITNESS WHEREOF, this Agreement has been executed by the Parties
hereto as of the date and at the place first hereinabove mentioned.
TRIPLES HOLDINGS LIMITED
Per: /S/
-------------------------------------------
KINGDOM INVESTMENTS INC.
(HRHCO)
Per: /S/Xxxxxxx X. Fahaal
-------------------------------------------
Xxxxxxx X. Fahaal
Vice President
/S/XXXXXXX XXXXX
--------------------------------------------------
Xxxxxxx Xxxxx
/S/PRINCE ALWALEED BIN TALAL BIN ABDULAZIZ AL SAUD
--------------------------------------------------
HRH Prince Alwaleed Bin
Talal Bin Abdulaziz Al Saud
Four Seasons Hotels, Inc.
(the "Corporation") hereby acknowledges
receiving a copy of this Agreement and
having cognizance of its terms and
conditions. The Corporation further intends
to place the legend described in Article VI
on the certificates representing MVS and to
give appropriate instructions to the
Corporation's transfer agent to implement
the transfer restrictions set forth in
this Agreement.
FOUR SEASONS HOTELS, INC.
Per: /S/
-------------------------------------
12
13
SCHEDULE 7.3
COUNTERPART
THIS INSTRUMENT forms part of the Shareholders Agreement (the
"Agreement") made as of the 26th day of September, 1994, among Triples Holdings
Limited, HRHCO, Xxxxxxx Xxxxx, His Royal Highness Prince Alwaleed Bin Talal Bin
Abdulaziz Al Saud, and Four Seasons Hotels, Inc. which Agreement permits
execution by counterpart. The undersigned hereby acknowledges having received a
copy of the said Agreement (which is annexed hereto as Schedule I) and having
read the said Agreement in its entirety, and for good and valuable
consideration, receipt of sufficiency of which is hereby acknowledged, hereby
agrees that the terms and conditions of the said Agreement shall be binding upon
the undersigned and such terms and condition shall enure to the benefit of and
be binding upon the undersigned, his or her heirs, executors, administrators,
successors and permitted assigns, provided that the foregoing is binding on the
undersigned only if the undersigned wishes to and does realize on its security
in the Securities.
IN WITNESS WHEREOF, the undersigned has executed this instrument
this day of , 2001.
THE BANK OF NOVA SCOTIA
By:
-------------------------------------
Name:
Title:
14
AMENDMENT NO. 1
TO SHAREHOLDERS AGREEMENT
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT ("Amendment") is made with
effect as of the ____ day of ______________ 1997, by and among Triples Holdings
Limited, an Ontario corporation, ("Triples"), Kingdom, Investments, Inc., a
Barbados corporation ("HRHCO"), Xxxxxxx Xxxxx, an individual residing in
Xxxxxxx, Xxxxxxx, Xxxxxx ("Sharp"), and His Royal Highness Prince Alwaleed Bin
Talal Bin Abdulaziz Al Saud ("HRH").
WITNESSETH THAT:
WHEREAS, Triples, HRHCO, Sharp and HRH are parties to a certain
Shareholders Agreement made the 26th day of September, 1994 (the "Agreement")
relating to Four Seasons Hotels, Inc., an Ontario corporation (the
"Corporation"); and
WHEREAS, the parties desire to clarify the circumstances in which a
reduction in the proportionate ownership of the Limited Voting Shares of the
Corporation by HRH, HRHCO, and Permitted HRH Assignees (as defined in the
Agreement) would result in the termination of the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Agreement, as amended
hereby, the parties hereto hereby agree as follows:
1. Section 7.1(b) of the Agreement is hereby amended and restated as
follows:
(b) upon HRH, HRHCO or Permitted HRH Assignees ceasing to own
at least 10% of the issued and outstanding SVS, provided
that any dilution of their shareholding percentages caused
by the Corporation's issuance of additional SVS (other than
PRO RATA to holders of SVS on a basis that does not require
additional investment by those holders) shall be
disregarded in determining whether the aforementioned 10%
interest ceases to be owned; or
2. The amended language set forth in this Agreement shall have
retroactive effect to the date of the Agreement.
3. Except as expressly amended by this Amendment, the Agreement
shall remain in full force and effect.
4. This Amendment may be signed in any number of counterparts, each
of which shall constitute an original and all of which shall constitute one and
the same agreement.
15
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Amendment, with effect as of the date set forth above, intending to be bound by
all the terms hereof.
TRIPLES HOLDINGS LIMITED
Per: /s/ Xxxxxxx Xxxxx
-------------------------------
Title:
KINGDOM INVESTMENTS INC.
Per: /s/
-------------------------------
Title:
Xxxxxxx Xxxxx
/s/ Xxxxxxx Xxxxx
-----------------------------------------
His Royal Highness Prince Alwaleed
Bin Talal Bin Abdulaziz Al Saud
/s/ HRH Prince Alwaleed Bin Talal Bin
-----------------------------------------
Abdulaziz Al Saud
-----------------------------------------
