1207003 Informal Interpretation

Michael Verne

  – Shareholder
controls as long as he retains the usufruct right.  K Walsh concurs.


From: (Redacted)
Sent: Tuesday, July 10, 2012 2:17 PM
To: Verne, B. Michael
Subject: UPE question -CONFIDENTIAL



Iwould very much appreciate your assistance in determining the UPE based on thefollowing facts:

Shareholder,a Foreign Person, owns less than 50% of the voting securities of Company, aForeign Issuer, in his own right, and also is the usufructuary with respect toadditional voting securities. As the holder in usufruct, Shareholder has thepermanent right during his lifetime to vote the shares and to receivedividends. Shareholder may sell or transfer his usufruct right, but may notcause the transfer of bare legal title to the shares. Another individual holdsbare legal title to tile shares that Shareholder holds in usufruct.

Inthe aggregate, the shares that Shareholder owns outright and in usufructrepresent 50% of the voting securities of Company. No other shareholder holds50% of the voting securities of Company.

Appointmentof Company's board of directors requires the vote of 2/3 of the outstandingshares.

IsCompany its own UPE, or is Shareholder the UPE?

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