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As at Dec. 31, 2007, the directors and officers of Petro-Canada, as a group, beneficially owned or exercised control over approximately 457,439 common shares or less than one per cent of the common shares of the Corporation outstanding as of such date.
Ownership, Voting and Other Charter Restrictions The Petro-Canada Public Participation Act requires that the Articles of Petro-Canada include certain restrictions on the ownership and voting of voting shares (which include common shares) of the Corporation.
No person, together with associates of that person, may subscribe for, have transferred to that person, hold, beneficially own or control, otherwise than by way of security only, or vote, in the aggregate, voting shares of Petro-Canada to which are attached more than 20 per cent of the votes attached to all outstanding voting shares of Petro-Canada.
As required by the Petro-Canada Public Participation Act, Petro-Canada’s Articles contain provisions for the enforcement of these restrictions, including provisions for suspension of voting rights, forfeiture of dividends, prohibitions against share transfer, compulsory sale of shares, redemption and suspension of other shareholder rights. The Board of Directors of Petro-Canada may at any time require holders of or subscribers for voting shares and certain other persons to furnish statutory declarations as to ownership of voting shares and certain other matters relevant to the enforcement of the restrictions. Petro-Canada is prohibited from accepting any subscription for, issuing or registering a transfer of any voting shares if a contravention of the individual ownership restrictions result.
Petro-Canada’s Articles also include provisions requiring Petro-Canada to: maintain its head office in Calgary, Alberta; prohibit Petro-Canada from selling, transferring or otherwise disposing of all or substantially all of its assets in one transaction or several related transactions, to any one person or group of associated persons or to non-residents, otherwise than by way of security only in connection with the financing of Petro-Canada; and require Petro-Canada to ensure (and to adopt, from time to time, policies describing the manner in which Petro-Canada will fulfil the requirement to ensure) that any member of the public can, in either official language of Canada (English and French), communicate with and obtain available services from Petro-Canada’s head office and any other facilities where Petro-Canada determines there is significant demand for communications with and services from that facility in that language.
Additional Information
Additional information, including directors’ and officers’ remuneration and indebtedness, the principal holders of the Corporation’s securities and options to purchase securities, is contained in Petro-Canada’s management proxy circular for its most recent annual meeting of shareholders. Additional financial information is contained in Petro-Canada’s audited comparative consolidated financial statements for the year ended
December 31, 2007.
Pursuant to National Instrument 54-102, Petro-Canada will provide to any person, upon request to the Corporate Secretary of the Corporation:
i. when the securities of the Corporation are in the course of a distribution pursuant to a short form prospectus or a preliminary short form prospectus has been filed in respect of a distribution of its securities,
a. one copy of the annual information form of Petro-Canada together with one copy of any document, or the pertinent pages of any document, incorporated by reference in the annual information form,
b. one copy of the comparative consolidated financial statements of Petro-Canada for the 2006 financial year together with the accompanying report of the auditors and one copy of quarterly interim consolidated financial statements of Petro-Canada issued subsequent to the issuance of the consolidated financial statements for the 2007 financial year,
c. one copy of Petro-Canada’s management proxy circular in respect of its most recent annual meeting of shareholders,
d. one copy of any other documents that are incorporated by reference into the preliminary short form prospectus or the short form prospectus and are not required to be provided under (i) above; or
ii. at any other time, one copy of any other documents referred to in (a) (i) and (ii) above provided Petro-Canada may require the payment of a reasonable charge if the request is made by a person who is not a security holder of Petro-Canada.
For more information, contact us or write to:
Corporate Secretary
Petro-Canada
P.O. Box 2844
Calgary, Alberta
T2P 3E3
Updated Thursday, March 29, 2007 at 3:36 p.m. EDT.
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