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## NOTE 21. SHAREHOLDERS’ EQUITY 

The following table summarizes the Corporation's share capital: 

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## (A) Common Shares 

Capstone is authorized to issue an unlimited number of common shares. 

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(1) Shares issued by the Corporation under the Dividend Re-Investment Plan (DRIP). 

(2) Convertible debentures of $100 were converted to shares of the Corporation during2013 (note 19(d)(ii)) (December 31, 2012 – $0). Amounts transferred from debt and equity are net of original issuance transaction costs. 

## (B) Class B Exchangeable Units 

MPT LTC Holding LP had 3,249 Class B exchangeable units outstanding as at December 31, 2013 and 2012. Each unit is exchangeable into one share of the Corporation. The Class B exchangeable units are eligible to receive distributions under the same terms and conditions as shares of the Corporation. 

The holders of the Class B exchangeable units are not permitted to acquire any additional shares of the Corporation (other than pursuant to the exchange of the Class B exchangeable units or pursuant to a distribution reinvestment plan) without the consent of the Corporation until October 18, 2020. Each Class B exchangeable unit will convert into a share of the Corporation on October 18, 2020 unless converted earlier at the option of the Class B exchangeable unitholders. The Class B exchangeable unitholders are not permitted to sell more than 5% of their aggregate outstanding shares in any four-month period and are not eligible to vote with any shares they receive on exchange of their Class B exchangeable units until they together hold 1% or less of the aggregate outstanding shares. 

## (C) Preferred Shares 

Capstone is authorized to issue preferred shares equal to 50% of the outstanding common shares. As at December 31, 2013 and 2012, there were 3,000 series A preferred shares issued and outstanding, with a carrying value of $72,020. 

The series A preferred shares have a 5% cumulative discretionary dividend which resets on each 5-year anniversary, the next anniversary date is July 31, 2016. The shares are non-voting and redeemable at the Corporation's discretion. Subsequent to the initial 5-year fixed rate period, the issuer will determine the annual dividend for the next 5-year period based on the 5-year Government of Canada Bond Yield plus 2.71%. After September 30, 2016, the series A preferred shares are convertible on a one for one basis to series B cumulative, floating rate first preferred shares at the holders option. The series B preferred shares are redeemable at the Corporation's discretion after June 20, 2021 and every 5 years thereafter at 25 dollars per share plus accrued and unpaid dividends. 

