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Marginal note:Superintendent’s authorization

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• (2) To obtain the Superintendent’s authorization, the converting company must submit to the Superintendent

  • (a) the conversion proposal, as well as the description of the conversion proposal that is to be included in the notice sent to eligible policyholders under paragraph 237(1.2)(a) of the Act;

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  • (c) an opinion prepared by an independent valuation expert stating that the method and assumptions referred to in paragraph 13(1)(a) that were employed to estimate the value of the converting company are appropriate and that the estimated value reasonably reflects prevailing market conditions as of the day the value was estimated;

  • (d) if other benefits are to be provided in lieu of shares, an opinion prepared by an independent actuary or an independent valuation expert stating that the alternative benefits are appropriate substitutes for the shares as of the day the value of the converting company was estimated;

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  • (p) the notice of the special meeting, as well as the information and documents referred to in section 15 and the form of proxy and any management proxy circular to be sent with the notice.

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• Marginal note:Conditions of authorization

  (6) As a condition of authorizing the sending of the notice, the Superintendent may require

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17 The notice referred to in paragraph 237(1.2)(a) of the Act must be sent with

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• (e) 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;

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

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• (k) 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 is sent to the eligible policyholders, and any future business foreseen as of that day;

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• (m) the names of all persons who, on the day on which the notice is sent to the eligible policyholders, 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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• (q) 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 is sent to the eligible policyholders, of securities of the same type as those to be provided as benefits to the eligible policyholders under the conversion proposal;

15 The notice referred to in subsection 14(1) must be sent with

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• (e) 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;

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

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• (k) 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 is sent to the eligible mutual policyholders, and any future business foreseen as of that day;

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• (m) the names of all persons who, on the day on which the notice is sent to the eligible mutual policyholders, 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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• (q) 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 is sent to the eligible mutual policyholders, of securities of the same type as those to be provided as benefits to the eligible policyholders under the conversion proposal;

Marginal note:Compensation to directors, officers or employees

• 23 (1) A converting company or converted company must not pay any fee, compensation or other consideration in relation to the conversion of the company to any director, officer or employee 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 eligible policyholders or the persons or classes of persons referred to in paragraph 13(1)(c) as a result of a conversion.

• Marginal note:Contracts for services

  (2) A converting company or converted company must not pay any fee, compensation or other consideration under a contract for services in relation to the conversion of the company to an entity with which a director, an officer or an employee of the company is associated in any way unless the terms and conditions of that contract are at least as favourable to the company as market terms and conditions, as defined in subsection 534(2) of the Act.

Marginal note:Superintendent’s authorization

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• (2) To obtain the Superintendent’s authorization, the converting company must submit to the Superintendent

  • [...]

  • (e) the notice of the special meeting, as well as the information and documents referred to in section 17 and the form of proxy and any management proxy circular to be sent with the notice;

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• Marginal note:Conditions of authorization

  (6) As a condition of authorizing the sending of the notice, the Superintendent may require

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