Right to redeem. Subject to the provisions of section 123.54 of the COMPANIES ACT, each class D share is redeemable upon written request by its holder, if the company can do so legally, at a price which shall include the amount added to the issued and paid-up share capital account for this share, plus a premium equal to the difference between this added amount and its share of the fair market value at the time of exchange, of the class A shares of the company exchanged for class D shares. Such a price of redemption shall be considered as the redemption value of class D shares and the company shall, in addition, remit to holders of class D shares so redeemed, the amount of the declared unpaid dividends on these shares, as the case may be. The amount of the above-mentioned premium shall be determined by the company and the holders of class D shares on the basis of the estimated fair market value of class A shares on the date of conversion into class D shares. In the event the federal and/or provincial Revenue Departments should attribute to these class A shares a fair market value different from that determined by the aforementioned persons, the departmental evaluations of the fair market value of class A shares on the date of conversion shall be conclusive and the amount of the premium shall be reduced or increased consequently, provided that the company and holders of class D shares had an opportunity to contest the validity of such departmental evaluations with the departments or before the Courts, and provided that should there be a discrepancy between the provincial and federal evaluations, the above adjustment shall be based on the lowest evaluation determined following an unquestioned assessment or a final Court decision, as the case may be. On the date of redemption, class D shares redeemed with the agreement of their holders shall be cancelled, and the company shall reduce its issued and paid-up share capital account for class D shares according to the provisions of section 123.51 of the COMPANIES ACT.
