The share-capital of the company ABC Inc. contains the following classes of shares:

1- Common Shares

An unlimited number of common shares subject to the following rights, privileges, conditions and restrictions.

A- Right to vote

Holders of common shares shall be entitled to be called and to vote at all shareholders meetings, each ordinary share conferring one (1) vote.

B- Participation

Subject to the rights and privileges attached to other classes of shares, holders of common shares shall have the right to participate in the company's assets, profits and assets and to receive the remaining property in case of liquidation or dissolution of the company.

C- Restriction

The company will not be able to pay any dividend on the common shares.

2- Class "A - Preferred Shares

An unlimited number of class A preferred shares, subject to the following rights, privileges, conditions and restrictions.

A- Dividend

Holders of Class "A" preferred shares will be entitled to receive, by priority on class C, preferred shares, but after the preferred shares of class "B" of the company, an annual dividend of four percent (4%) calculated on the funds applicable to the payment of dividends, when the dividends are declared by the corporation.

B- Participation

In the case of distribution of the company's assets, as a result of its dissolution, of its voluntary or forced liquidation, or otherwise, the holders of shares Class "A" preferred shares shall be entitled to the payment of the remaining property of the company, by priority the class "B", class C preferred shares and the common shares of the company.

C- Right to vote

The holders of class "A" preferred shares shall not have the right to vote at the meetings of shareholders of the company, nor any right to receive notices of convening or attending such meetings, all subject to the provisions of the Canada Business Corporations Act.

3- Class "B" Preferred shares

An unlimited number of class "B" preferred Shares, subject to the following rights, privileges, conditions and restrictions.

A- Dividend

Holders of Class "B" preferred shares will be entitled to receive, by priority of the company's class "A" and class C preferred shares, from the funds applicable to the payment of dividends, when declared and as declared, an annual dividend of 2% calculated on the funds applicable to the payment of dividends.

B- Participation

In the case of distribution of the company's assets, as a result of its dissolution, of its voluntary or forced liquidation, or otherwise, the holders of shares Class "B" preferred shares shall be entitled, by priority on class C preferred shares and common shares , but after the class "A" preferred shares, to the payment of the remaining property of the company.

C- Right to vote

The holders of class "B" Preferred shares shall not have the right to vote at the meetings of shareholders of the company, nor any right to receive notices of convening or attending such meetings, all subject to the provisions of the Canada Business Corporations Act.

4- Class "C" Preferred shares

An unlimited number of class "C" preferred Shares, subject to the following rights, privileges, conditions and restrictions.

A- Dividend

Holders of Class "C" preferred shares will be entitled to receive, after the company's class "A" and class B preferred shares, from the funds applicable to the payment of dividends, when declared and as declared, an annual dividend of 1% calculated on the funds applicable to the payment of dividends.

B- Participation

In the case of distribution of the company's assets, as a result of its dissolution, of its voluntary or forced liquidation, or otherwise, the holders of shares Class "C" preferred shares shall be entitled, after the class "A" and B preferred shares and by priority on the common shares of the company, to the payment of the remaining property of the company.

C- Right to vote

The holders of class "B" Preferred shares shall not have the right to vote at the meetings of shareholders of the company, nor any right to receive notices of convening or attending such meetings, all subject to the provisions of the Canada Business Corporations Act.

________________________________________________ Using the previous description of the share-capital, answer to the following questions:

Question A) : One of the directors of the Board of Directors of the company resign and a special meeting of the shareholders must be called in order to proceed to the election of a new director .

Indicate which are the shareholders having the right to be called to this special meeting. 3 points

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Question B): The company ABC Inc. declared a dividend of $ 35 000.00; this amount represents the funds applicable to the payment of dividends, for the year 2017.

Indicate which are the shareholders having the right to receive the dividends, the amount that they will receive and the order in which they will be paid. 5 points

IMPORTANT NOTICE: FOR ANSWERING THIS QUESTION, YOU DONT HAVE TO COPY-PASTE THE DESCRIPTION OF EACH CLASS OF SHARES BECAUSE, IN THIS CASE, NO POINTS WILL BE ALLOTED. You have to read the description and according to the information mentioned, you have to indicate the order and the amount of dividends, as in example.

Example of answer: The shareholders having the right to receive dividends are: shareholder A, B and C and the order of payment is : 1- A=15 000$/2-B=10 000$ / 3-C= 5 000$

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QUESTION C): Indicate which are the shareholders having the right to receive the remaining property of the company, in case of its dissolution and the order in which they will be paid. - 4 points

IMPORTANT NOTICE: FOR ANSWERING THIS QUESTION, YOU DONT HAVE TO COPY-PASTE THE DESCRIPTION OF EACH CLASS OF SHARES BECAUSE, IN THIS CASE, NO POINTS WILL BE ALLOTED. You have to read the description and according to the information mentioned, you have to indicate the order of payment, as in example.

Example of answer: The shareholders having the right to receive the remaining property are: shareholder A, B and C and the order of payment is : 1- A/2-B / 3-C