|
|
During each Subsequent Fixed Rate Period (as defined below), the holders of Preferred Shares will be entitled to receive fixed rate non-cumulative preferential cash dividends, as and when declared by the board of directors of the Bank, subject to the provisions of the Bank Act, payable quarterly in arrears on each Dividend Payment Date, in an
amount per Preferred Share per annum equal to the Annual Fixed Dividend Rate (as defined below) applicable to such Subsequent Fixed Rate Period multiplied by US$1,000 (or if then held in the Limited Recourse Trust, the Canadian Dollar Equivalent of
US$1,000). The LRT Trustee, as trustee of the Limited Recourse Trust, will, by
written notice, provide to the Bank a waiver (the Waiver) of its right to receive any and all dividends on the Preferred Shares during the period from and including the date of the waiver to and including the earlier of
(a) the date upon which the LRT Trustee, as trustee, provides, by written notice, a revocation of the Waiver to the Bank, and (b) the date upon which the LRT Trustee, as trustee of the Limited Recourse Trust, is no longer the registered
holder of Preferred Shares. Accordingly, no dividends are expected to be declared or paid on the Preferred Shares while the Preferred Shares are held in the Limited Recourse Trust. The Waiver is applicable to the LRT Trustee, as trustee of the
Limited Recourse Trust, and will not bind a subsequent holder of the Preferred Shares.
The Bank will covenant in favor of the Limited Recourse Trust that, at any time during which the Waiver is no longer in effect and the Limited Recourse Trust
is a holder of the Preferred Shares, if it does not declare and pay dividends on the Preferred Shares, it will not declare and pay dividends on any of the other outstanding series of Class B preferred shares of the Bank.
Annual Fixed Dividend Rate means, for any Subsequent Fixed Rate
Period, the rate (expressed as a percentage rate rounded to the nearest one hundredthousandth of one percent (with 0.000005% being rounded up)) equal to the sum of the U.S. Treasury Rate (as defined in the Prospectus Supplement, with respect
to the Preferred Shares) on the applicable Fixed Rate Calculation Date (as defined below) plus 3.010%.
Canadian Dollar Equivalent means the Canadian dollar equivalent of U.S. dollars using the spot exchange rate as of 4:30 p.m. New York City
time on July 15, 2024. Fixed Period End Date means the
Initial Reset Date and each November 26 every fifth year thereafter.
Fixed Rate Calculation Date means, for any Subsequent Fixed Rate Period, the third business day immediately preceding the first day of such
Subsequent Fixed Rate Period. Initial Fixed Dividend Rate means,
for the Initial Fixed Rate Period, the rate equal to the interest rate per annum on the Notes in effect as of the Issue Date.
Initial Reset Date means November 26, 2034.
Subsequent Fixed Rate Period means the period from and including the Initial Reset Date to, but excluding, the next Fixed Period End Date
and each five year period thereafter from and including such Fixed Period End Date to, but excluding, the next Fixed Period End Date. |