Reverse split EXHIBIT “E”
BOMBARDIER INC.
SPECIAL RESOLUTION
AMENDMENT TO THE ARTICLES OF AMALGAMATION OF BOMBARDIER – CONSOLIDATION
OF THE ISSUED AND UNISSUED CLASS A SHARES (MULTIPLE VOTING) AND CLASS B SHARES
(SUBORDINATE VOTING)
“RESOLVED as a Special Resolution:
THAT Bombardier Inc. (the “Corporation”) be and it is hereby authorized to apply for a certificate of amendment under
Section 173 of the
Canada Business Corporations Act
to amend its Articles of Amalgamation, as amended, to change the
numbers of issued and unissued Class A shares (multiple voting) and Class B shares (subordinate voting) of the Corporation
by consolidating the issued and unissued Class A shares (multi
ple voting) and Class B shares (subordinate voting) of the
Corporation on the basis of no more than (A) one (1) new post-consolidation Class A share (multiple voting) for every
sixteen (16) pre-consolidation Class A shares (multiple voting) of the Corporation and one (1) post-consolidation Class B
share (subordinate voting) for every sixteen (16) pre-consolid
ation Class B shares (subordinate voting) of the Corporation,
and no less than (B) one (1) new post-consolidation Class A sha
re (multiple voting) for every eight (8) pre-consolidation
Class A shares (multiple voting) of the Corporation and one (1) post-consolidation Class B share (subordinate voting) for
every eight (8) pre-consolidation Class B shares (subordinate voting) of the Corporation (the “Share Consolidation”), and in
the event that the Share Consolidation would otherwise result in a holder of Class A shares (multiple voting) and/or Class B
shares (subordinate voting) of the Corporation holding a fraction of a Class A share (multiple voting) or Class B share
(subordinate voting) of the Corporation, as the case may be, such holder shall not receive any whole new share for each
such fraction, and any and all fractional Class A shares (mult
iple voting) and Class B shares (subordinate voting) of the
Corporation to which registered holders would otherwise be entitled as a result of the Share Consolidation shall be
aggregated and sold by the Corporation’s transfer agent and registrar on the market, with the proceeds therefrom, net of
brokerage commissions and expenses, being proportionately distributed (without interest) to registered holders of Class A
shares (multiple voting) of the Corporation and/or Class B shar
es (subordinate voting) of the Corporation, as applicable,
such amendment to become effective at a date in the future to be determined by the Board of Directors when the Board of
Directors considers it to be in the best interests of the Corporation to implement such a Share Consolidation, but in any
event not later than October 31, 2016, subject to approval of the Toronto Stock Exchange;
THAT effective upon the implementation of the Share Consolidation, the first sentence of the preamble of the Articles of
Amalgamation of the Corporation, as amended, be modified in order that each occurrence of the number of Class A shares
(multiple voting) and the number of Class B shares (subordinate voting) that the Corporation is authorized to issue be
proportionately adjusted based on the Share Consolidation ratio selected by the Board of Directors;
THAT effective upon the implementation of the Share Consolidation, Section 3.3.1 of the Articles of Amalgamation of the
Corporation, as amended, be modified in order that the rate of the priority dividend per share per annum carried by the
Class B subordinate voting shares of the Corporation, currently set at $0.0015625 per share per annum in the Articles of
Amalgamation, be proportionately adjusted based on the Sha
re Consolidation ratio selected by the Board of Directors;
THAT any director or any officer of the Corporation be, and each of them is hereby, authorized and directed for and in the
name and on behalf of the Corporation to execute and deliver or cause to be delivered articles of amendment to the
Director under the
Canada Business Corporations Act
and to execute and deliver or cause to be delivered all documents
and to take any action which, in the opinion of that person, may be necessary or desirable to give effect to this Special
Resolution;
THAT, notwithstanding that this Special Resolution has b
een duly adopted by the shareholders of the Corporation, the
Board of Directors of the Corporation be and it is hereby authorize
d, in its sole discretion, to revoke this Special Resolution in
whole or in part at any time prior to its being given effect without further notice to, or approval of, the shareholders of the
Corporation; and
THAT any director or any officer of the Corporation be, and each of them is hereby, authorized and directed for and in the
name and on behalf of the Corporation, to sign and deliver such other notices and documents and to do such other acts and
things, as in the opinion of that person, may be necessary or desirable to give effect to this Special Resolution, such
determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act
or thing.”