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• 7 (1) Subject to subsection (2) and section 11, the notice of a special meeting referred to in paragraph 237(1.2)(a) of the Act shall include

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  • (b) a description of the alternatives to the conversion of the company that the directors of the converting company have considered, and the reasons why, in their opinion, the conversion is in the best interests of the company and its policyholders as a whole;

  • (c) a description of the form, amount and estimated market value or range of market values of the benefits to be provided as a result of the conversion to the eligible policyholder to whom the notice is sent in exchange for the policyholder’s rights with respect to, and interests in, the converting company as a mutual company;

  • (d) a description of any right of policyholders to vote after the conversion, as policyholders or shareholders of the converted company;

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  • (j) a brief description of the business carried on by the converting company and its subsidiaries, and the general development of that business, during the three years preceding a day that is not more than 120 days before the day on which the notice of the meeting is sent to policyholders, and any future business foreseen as of that day;

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  • (l) the identity of all persons who, on the day on which the notice of the meeting is sent, have a significant interest in the converting company or who, as a result of the conversion, will have a significant interest in the converted company, and a description of the type and number of shares held or to be held by those persons;

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  • (p) a description of any sales by the converting company, within the 12 months preceding a day that is not more than 120 days before the day on which the notice of the meeting is sent to the policyholders, of securities of the same type as those to be provided as benefits to eligible policyholders under the conversion proposal;

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• (3) The Superintendent may, to assist eligible policyholders in forming a reasoned judgment on a conversion proposal of a converting company,

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  • (b) direct the company to take such others measures, prior to the holding of a special meeting, as the Superintendent considers appropriate.

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• 12 (1) Subject to subsection (2), a converting company shall not provide any director, officer or employee of the company with a fee, compensation or any other consideration in relation to the conversion of the company, other than

  • (a) the regular compensation provided to the person in that person’s capacity as a director, officer or employee of the company; and

  • (b) any benefits provided to the person as an eligible policyholder.

• (2) A converting company may provide fees, compensation or any other consideration to an entity with which a director, officer or employee of the company is associated pursuant to a contract for services in respect of the conversion that was entered into by the company with the entity on terms and conditions that are at least as favourable to the company as market terms and conditions, as defined in subsection 534(2) of the Act.

• 4 (1) A conversion proposal shall include

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  • (c) a description of the form, amount and aggregate value of the benefits to be provided to eligible policyholders in exchange for their rights with respect to, and interests in, the converting company as a mutual company;

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  • (f) an estimate of any amounts that will be transferred out of the accounts referred to in section 456 of the Act as a result of the conversion, with a description of the method and assumptions that were used in establishing that estimate and that will be used in establishing any amounts that will eventually be transferred as a result of the conversion;

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• (3) A converting company shall select as its eligibility day

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• (4) Where a converting company selects an eligibility day referred to in paragraph (3)(b), the company shall include as eligible policyholders all persons whose policies were involuntarily terminated on or after the day referred to in paragraph (3)(a) and who would have been eligible policyholders if the eligibility day were the day referred to in paragraph (3)(a).

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• 3 (1) For the purposes of these Regulations, a converting company shall state as its value an estimated market value or range of market values, but shall exclude

  • (a) the value of capital contributions made to the mutual company at the time of its incorporation as a mutual company;

• (2) The Superintendent may specify a day as at which the value of a converting company shall be estimated for the purposes of subsection (1).

1 The following definitions apply in these Regulations.

effective date

effective date , in respect of a conversion, means the day stated in the letters patent of conversion as the day on which the conversion becomes effective. (version anglaise seulement)

eligible policyholder

eligible policyholder means a person who

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• (d) is included as an eligible policyholder under subsection 4(4). (souscripteur admissible)

holding body corporate

holding body corporate , in respect of a converted company, means a body corporate incorporated as a company under the Act that holds all of the voting shares of the converted company. (société mère)