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Marginal note:Notice of meeting

• 143 (1) Notice of the time and place of a meeting of a company’s shareholders or policyholders shall be sent within the prescribed period to

  • (a) each shareholder entitled to vote at the meeting;

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  • (c) each policyholder entitled to vote at the meeting if any of the following business is to be dealt with:

    • (i) authorizing the company to apply to the Minister for approval of a mutualization proposal or amalgamation agreement,

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    • (iii) approving an agreement setting out the terms and means of effecting the transfer of all or substantially all of the company’s policies or the reinsurance of all or substantially all of the company’s policies;

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• Marginal note:Number of eligible votes

  (1.01) A converted company in respect of which subsection 407(4) applies or a company to which subsection 407(5) applies shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 164.08(1), that may be cast at the meeting as of the record date for determining the shareholders or policyholders entitled to receive the notice of meeting or, if there are to be separate votes of shareholders or policyholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.

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• Marginal note:Attendance constitutes waiver

  (1.2) A person who attends a meeting of shareholders or policyholders is deemed to have waived notice of the meeting, except where the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

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• Marginal note:Second practice

  (1.5) The other practice requires the company, at the time of the application for or issuance of a policy that gives the policyholder the right to vote at meetings of the shareholders and policyholders of the company, and after that time at least once every three years,

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• Marginal note:Exemption

  (2) The Minister may exempt a company from the application of paragraph (1)(c) with respect to business consisting of the approval of an amalgamation agreement, having regard to the size of the company and of the companies or bodies corporate with which it proposes to amalgamate.

• (3) In addition to the notice required under subsection (1),

  • (a) where any class of shares of a company is publicly traded on a recognized stock exchange in Canada, notice of the time and place of the meeting of shareholders shall be published once a week for at least four consecutive weeks before the date of the meeting in a newspaper in the place where the head office of the company is situated and in each place in Canada where the company has a transfer agent or where a transfer of the company’s shares may be recorded; or

• Marginal note:Notice not required — shareholders

  (4) Notice of a meeting is not required to be sent to shareholders who are not registered on the records of the company or the company’s transfer agent on the record date fixed under subparagraph 142(1)(c)(i) or determined under paragraph 142(2)(a).

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• Marginal note:Effect of default

  (6) Failure to receive a notice of a meeting of shareholders or policyholders does not deprive a shareholder or policyholder of the right to vote at the meeting.

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Marginal note:Approval by shareholders, policyholders and members

• 248 (1) The directors of each applicant shall submit an amalgamation agreement for approval

  • (a) to a meeting of the shareholders and policyholders entitled to vote of the applicant company of which they are directors and to the holders of each class or series of shares;

  • (b) to a meeting of the shareholders of the body corporate of which they are directors and to the holders of each class or series of shares; or

• Marginal note:Right to vote

  (2) Each share of an applicant carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote.

• Marginal note:Separate vote for class or series

  (3) The holders of shares of a class or series of shares of each applicant are entitled to vote separately as a class or series in respect of an amalgamation agreement if the agreement contains a provision that, if it were contained in a proposed amendment to the by-laws or incorporating instrument of the applicant, would entitle those holders to vote separately as a class or series.

• Marginal note:Policyholder vote

  (4) Policyholders who are entitled to vote are entitled to vote separately from shareholders in respect of an amalgamation agreement.

• Marginal note:Special resolution

  (5) Subject to subsections (3) and (4), an amalgamation agreement is approved when it has been approved by special resolution by

  • (a) the shareholders and the policyholders who are entitled to vote of each applicant company;

  • (b) the shareholders of each applicant body corporate; and

• Marginal note:Termination

  (6) An amalgamation agreement may provide that, at any time before the issue of letters patent of amalgamation, the agreement may be terminated by the directors of an applicant even though the agreement has been approved by the shareholders, policyholders or members of all or any of the applicant companies, bodies corporate or societies.

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Marginal note:Definitions

• 2 (1) In this Act,

  affairs

  affairs , with respect to a company, means the relationships among the company and its affiliates and the shareholders, policyholders, directors and officers of the company and its affiliates, but does not include the business of the company or any of its affiliates; (affaires internes)

  complainant

  complainant , in relation to a company or any matter concerning a company, means

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  • (a.1) a policyholder entitled to vote at a meeting of policyholders or shareholders and policyholders of the company,

  form of proxy

  form of proxy  means a written or printed form that, when completed and executed by or on behalf of a shareholder or a policyholder, or, in the case of a fraternal benefit society, a member, constitutes a proxy; (formulaire de procuration)

  holder

  holder  means

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  • (b) in respect of the ownership of a share, the shareholder of the share within the meaning of section 7; (détenteur)

  ordinary resolution

  ordinary resolution  means a resolution passed by a majority of the votes cast by or on behalf of the shareholders or policyholders who voted in respect of that resolution; (résolution ordinaire)

  proxy

  proxy  means a completed and executed form of proxy by means of which a shareholder or policyholder or, in the case of a society, a member, appoints a proxyholder to attend and act on behalf of the shareholder, policyholder or member at a meeting of shareholders, policyholders or members; (procuration)

  proxyholder

  proxyholder  means the person appointed by proxy to attend and act on behalf of a shareholder or a policyholder or, in the case of a society, a member at a meeting of shareholders, policyholders or members; (fondé de pouvoir)

  recorded address

  recorded address  means

  • (a) in relation to a person who is a shareholder of a company or an insurance holding company, the latest postal address of the person according to the central securities register of the company or the insurance holding company, as the case may be, and

  regulated foreign entity

  regulated foreign entity  means an entity that is

  • (a) incorporated or formed otherwise in a country or territory, other than Canada, in which a trade agreement listed in Schedule IV of the Bank Act is applicable; and

  special resolution

  special resolution  means a resolution passed by a majority of not less than two thirds of the votes cast by or on behalf of the shareholders and policyholders and, in the case of a fraternal benefit society, the members, who voted in respect of that resolution or signed by all the shareholders, policyholders and members entitled to vote on that resolution; (résolution extraordinaire)

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• Marginal note:Major shareholder

  (3) For the purposes of this Act, a person is a major shareholder of a body corporate if

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• Marginal note:Widely held

  (4) For the purposes of this Act, a body corporate is widely held if it has no major shareholder.

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Meaning of eligible votes

• 164.08 (1) In this section, eligible votes means the total number of votes that may be cast by or on behalf of shareholders and policyholders on a vote of shareholders or shareholders and policyholders or a vote of holders of a class or series of shares, as the case may be, in respect of any particular matter, calculated without regard to subsection (2).

• Marginal note:Restriction

  (2) At a meeting of shareholders and policyholders of a company in respect of which subsection 407(4) applies or of a company to which subsection 407(5) applies, no person and no entity controlled by any person may, in respect of any vote of shareholders or shareholders and policyholders or holders of any class or series of shares of the company, cast votes in respect of any shares beneficially owned by the person or the entity that are, in aggregate, more than 20 per cent of the eligible votes that may be cast in respect of that vote.

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• Marginal note:Disposition of shareholdings

  (7) If, with respect to any company, a person contravenes subsection (2) or (3), the Minister may, by order, direct the shareholder of the shares to which the contravention relates or any person controlled by that shareholder to dispose of any number of shares of the company beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the shareholder and the persons controlled by that shareholder that is specified in the order.

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• Marginal note:Designation of persons

  (11) For the purpose of this section, the Minister may, with respect to a particular company, designate two or more persons who are parties to an agreement, commitment or understanding referred to in section 9 to be a single person.

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Meaning of eligible votes

• 793 (1) In this section, eligible votes means the total number of votes that may be cast by or on behalf of shareholders on a vote of shareholders or a vote of holders of a class or series of shares, as the case may be, in respect of any particular matter, calculated without regard to subsection (2).

• Marginal note:Restriction

  (2) At a meeting of shareholders of an insurance holding company in respect of which subsection 927(4) applies, no person and no entity controlled by any person may, in respect of any vote of shareholders or holders of any class or series of shares of the company, cast votes in respect of any shares beneficially owned by the person or the entity that are, in aggregate, more than 20 per cent of the eligible votes that may be cast in respect of that vote.

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• Marginal note:Disposition of shareholdings

  (6) If, with respect to any insurance holding company, a person contravenes subsection (2) or (3), the Minister may, by order, direct the shareholder of the shares to which the contravention relates or any person controlled by that shareholder to dispose of any number of shares of the insurance holding company beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the shareholder and the persons controlled by that shareholder that is specified in the order.

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• Marginal note:Designation of persons

  (10) For the purpose of this section, the Minister may, with respect to a particular insurance holding company, designate two or more persons who are parties to an agreement, commitment or understanding referred to in section 9 to be a single person.

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