Mutual Company (Life Insurance) Conversion Regulations (SOR/99-128)

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

• (a) a description of the advantages and disadvantages of the proposed conversion to the company and to the policyholders of the company;

• (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;

• (e) for each jurisdiction in which at least one per cent of all eligible policyholders reside, a description of the income tax treatment accorded the benefits referred to in paragraph (c) in that jurisdiction;

• (f) the conversion proposal referred to in subsection 4(1);

• (g) summaries of

  • (i) the opinions referred to in paragraphs 5(1)(a) to (d), other than any opinions not required to be submitted under those paragraphs by virtue of an exemption under section 11, and

  • (ii) the documents referred to in paragraph 5(1)(p);

• (h) the financial statements referred to in paragraphs 5(1)(e) to (g), other than any financial statements not required to be submitted under those paragraphs by virtue of an exemption under section 11;

• (i) the documents referred to in paragraphs 5(1)(h) and (i), other than any documents not required to be submitted under those paragraphs by virtue of an exemption under section 11;

• (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;

• (k) a brief description of any substantial variations in the operating results of the converting company during the three most recently completed financial years preceding the notice of the meeting and, where the notice of the meeting is sent more than 120 days after the end of the most recently completed financial year of the converting company, during the portion of the current financial year ending on a day that is not more than 120 days before the day on which the notice is sent;

• (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;

• (m) the name and address of the auditor of the converted company;

• (n) the names and addresses of the proposed transfer agents and registrars;

• (o) the proposed location for the securities registers for the initial issuance of common shares of the converted company;

• (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;

• (q) where the converted company is required under the laws of any jurisdiction in which it carries on business to file a prospectus in respect of its issuance of shares to eligible policyholders, a copy of that prospectus;

• (r) a description of the restrictions set out in sections 12 and 13 and of any plans that the converting company may have for the establishment of stock-option or stock-incentive plans for directors, officers or employees of the converted company after the period referred to in section 13;

• (s) a description of any measures, including the establishment of toll-free lines and internet sites, the holding of information sessions, and the placement of advertisements in widely circulated publications, that the converting company has taken or will take before holding a special meeting, to provide eligible policyholders with information about the proposed conversion and an opportunity to raise questions or concerns about the proposed conversion;

• (t) a description of the measures that the converting company has taken or will take to encourage eligible policyholders to vote on the conversion proposal, in person or by proxy, at the special meeting; and

• (u) any other information that the Superintendent has required the notice of a special meeting to contain under subsection 6(3).

(2) The information described in subsection (1) may be included in the notice of a special meeting or in the management proxy circular sent with it.

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

• (a) direct the company to hold one or more information sessions for eligible policyholders prior to the holding of a special meeting and set the rules under which those sessions must be held; and

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