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Marginal note:Application of Bank Act

• 12 (1) Subject to section 15 of this Act, the provisions of sections 18 to 24 and 38 to 56 and subsections 158(1) and (2) of the Bank Act apply to IAC Limited and sections 38 to 56 of the Bank Act apply to the shares of IAC Limited, and for the purpose of the application of those provisions,

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  • (b) the references in paragraph 18(2)(c) of the Bank Act to shares on which five thousand dollars, or such greater amount as the by-laws require, have been paid up, shall be construed as a reference to one hundred paid-up common shares of the capital stock of IAC Limited or such other number of those shares as the Minister of Finance may require pursuant to paragraph 7(3)(b); and

• Marginal note:Application of other Acts

  (2) Sections 39 to 43 and 86 to 92 of the Canada Corporations Act and Part VI and sections 97, 100 to 104 and 116 of the Canada Business Corporations Act do not apply to IAC Limited, and sections 39 to 43 of the Canada Corporations Act and Part VI of the Canada Business Corporations Act to not apply to the shares of IAC Limited.

• Marginal note:By-laws of IAC Limited

  (3) By-laws of IAC Limited affecting the interpretation or application of the provisions of the Bank Act made applicable to IAC Limited and its shares by subsection (1) are properly made if made in accordance with sections 17 and 27 of the Bank Act.

• Marginal note:Investment Companies Act

  (4) To the extent that the requirements of sections 11 to 13 of the Investment Companies Act differ from those of sections 53 to 56 of the Bank Act, those sections of the Investment Companies Act do not apply to IAC Limited or to its shares but IAC Limited shall be considered for purposes of all other sections of the Investment Companies Act to be a sales finance company to or in respect of which sections 11 to 13 of the Act apply.

Marginal note:Prohibited activities

• 16 (1) After the effective day as defined in subsection (2), IAC Limited shall not permit any corporation, other than the Bank or a subsidiary of the Bank, while that corporation is a subsidiary of IAC Limited (any such corporation being hereinafter in this section and in sections 17 to 19 called a “restricted corporation”), to carry on any business or acquire any asset, nor shall IAC Limited carry on any business or acquire any asset, except as permitted by sections 17 and 18.

• Marginal note:Interpretation

  (2) In this section and in sections 17 and 18, effective day means

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Marginal note:Exception to Bank Act

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• Marginal note:Meetings of shareholders

  (2) Until the day on which an amalgamation under subsection 10(1) takes effect, the annual general meeting or any other meeting of the shareholders of the Bank is validly constituted notwithstanding that only the holder of a proxy of IAC Limited is present and qualified to vote thereat, and, notwithstanding section 19 of the Bank Act, no public notice of any such meeting is required.

• (3) During the period commencing on the day this Act comes into force and ending on the expiration of ten years next following that day or on the day on which an amalgamation under subsection 10(1) takes effect, whichever occurs first,

  • (a) IAC Limited may, notwithstanding sections 53 and 54 of the Bank Act,

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  • (b) a person is not eligible to be a director of the Bank unless he holds, as the absolute and sole owner thereof in his individual right and not as trustee or in the right of another, not less that one hundred common shares of the capital stock of IAC Limited or such other number of common shares of that capital stock as the Minister of Finance may require, and, notwithstanding subsection 18(2) of the Bank Act, he is not required to hold stock of the Bank;

  • (c) notwithstanding subsection 18(7) of the Bank Act, a person is not ineligible to be elected or appointed a director of the Bank by reason of his being a director of IAC Limited or of a corporation that is a subsidiary of IAC Limited;

Marginal note:Exceptions

18 For purposes of subsection 16(1), the following shall be considered not to constitute carrying on business or the acquisition of assets:

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• (e) subject to section 9, the borrowing of money; and

Marginal note:Restrictions on lending

9 The Bank shall not lend money to IAC Limited and no loan by the Bank to any corporation that is a subsidiary of IAC Limited but is not a subsidiary of the Bank shall be made, or permitted to remain outstanding, at a time when such corporation is carrying on any business, or owns any assets, that could not be carried on or owned by a chartered bank in compliance with the Bank Act, except as contemplated by Section 18.