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Contrans Proposes Conversion To Single Share Class


WOODSTOCK, ON, April 4, 2012 /PRNewswire/ - Contrans Group Inc. (the "Company") announced today that it will present at an annual and special meeting (the "meeting") to be held in Toronto, Canada on May 14, 2012, a proposal to reorganize its dual class share structure into one class of common shares, each carrying a single vote (the "Reorganization Proposal"). In connection with, and conditional upon the shareholders of the Company voting for the Reorganization Proposal, at the meeting shareholders will also be asked to approve the adoption of a shareholder rights plan (the "Rights Plan"), subject to acceptance by the Toronto Stock Exchange.

Reorganization Proposal

Under the terms of the Reorganization Proposal, each Class B Multiple Voting Share of the Company would be converted into 1.727 Class A Subordinate Voting Shares, and following this conversion, all Class A Subordinate Voting Shares would be reclassified as common shares. The Reorganization Proposal would result in a dilution of approximately 3.17% to the current holders of Class A Subordinate Voting Shares of the Company.

To become effective, the Reorganization Proposal must be approved by holders of shares of the Company entitled to at least 66 2/3% of the votes attached to both classes of shares which are voted at the meeting and, in separate class votes, the holders of Class A Subordinate Voting Shares and Class B Multiple Voting Shares entitled to at least 66 2/3% of the votes attached to each class of such shares which are voted at the meeting. Although the Reorganization Proposal is not required by law to be approved by the holders of a majority of the independent holders of Class A Subordinate Voting Shares of the Company, this approval will be sought at the meeting and the transaction will not proceed without receipt of this approval.

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