Insurance Companies Act

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

  • (c) to a meeting of the members of the applicant society of which they are directors.

• 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

  • (c) the members of each applicant society.

• 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.