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## CAPITAL POWER CORPORATION 

Notes to the Consolidated Financial Statements 

(Tabular amounts in millions of Canadian dollars, except share and per share amounts) 

24. Share capital: 

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1 Shares issued include issuances of 9,200,000 and 9,315,000 shares at $25.10 and $24.90 per common share respectively. Subsequent to these issuances, matching numbers of common limited partnership units of CPLP were issued to another subsidiary of the Company. 

2 A subsidiary of EPCOR exchanged 9,775,000 (year ended December 31, 2011 - 9,200,000) of their exchangeable limited partnership units in CPLP on a one-for-one basis for common shares of Capital Power and subsequently entered into an agreement for a secondary offering of 9,775,000 common shares (year ended December 31, 2011 - 9,200,000) of Capital Power at an offering price of $23.55 per common share (year ended December 31, 2011 - $24.40). 

There were no transactions in respect of the special voting limited share during the years ended 2012 and 2011 (December 31, 2012 and 2011 - 1 issued, nil). 

On December 18, 2012, the Company issued 6 million Cumulative Rate Reset Preferred Shares, series 3 (Series 3 Shares) priced at $25.00 per share for gross proceeds of $150 million, less issue costs of $5 million. Deferred tax assets of $1 million related to the share issue costs were recorded in the preferred share balance. The preferred shares pay fixed cumulative dividends of $1.15 per share per annum, yielding 4.60% per annum, payable on the last business day of March, June, September and December of each year, as and when declared by the board of directors of Capital Power, for the initial period ending December 31, 2018. The dividend rate will be reset on December 31, 2018 and every five years thereafter at a rate equal to the sum of the then five-year Government of Canada bond yield and 3.23%. The Series 3 Shares are redeemable by Capital Power, at its option, on December 31, 2018 and on December 31 of every fifth year thereafter. 

