Form 20-F
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¨
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Form 40-F
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þ
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Yes
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¨
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No
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Exhibit
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Description of Exhibit
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99.1
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Terms of Class 1 Shares Series 15
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99.2
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Terms of Class 1 Shares Series 16
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MANULIFE FINANCIAL CORPORATION
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By: /s/ Kay Song
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Name: Kay Song
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Title: Assistant Corporate Secretary
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Date: February 25, 2014
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Exhibit
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Description of Exhibit
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99.1
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Terms of Class 1 Shares Series 15
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99.2
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Terms of Class 1 Shares Series 16
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1.
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Consideration for Issue
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2.
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Dividends
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(a)
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During the Initial Fixed Rate Period, dividends on the Class 1 Shares Series 15 will be payable quarterly at the Initial Fixed Dividend Rate. Accordingly, on each Dividend Payment Date during the Initial Fixed Rate Period, other than March 19, 2014 and June 19, 2014, the dividend payable, if declared, will be equal to $0.24375 per share. No amount will be payable on March 19, 2014. The amount payable from and including the Issue Date up to, but excluding, June 19, 2014, will be an amount in cash equal to $0.9750 per share multiplied by a fraction, the numerator of which is the number of calendar days from and including the Issue Date to, but excluding, June 19, 2014, and the denominator of which is 365.
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(b)
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During each Subsequent Fixed Rate Period, dividends on the Class 1 Shares Series 15 will, if declared, be in the amount per share per annum determined by multiplying the Annual Fixed Dividend Rate applicable to such Subsequent Fixed Rate Period by $25.00, payable quarterly on each Dividend Payment Date.
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(c)
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The Corporation will, in respect of each Subsequent Fixed Rate Period, calculate on each Fixed Rate Calculation Date the Annual Fixed Dividend Rate for such Subsequent Fixed Rate Period and will, on the Fixed Rate Calculation Date, give written notice thereof to the then holders of Class 1 Shares Series 15. Each such determination by the Corporation of the Annual Fixed Dividend Rate will, in the absence of manifest error, be final and binding upon the Corporation and upon all holders of Class 1 Shares Series 15.
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(d)
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If the Board of Directors does not declare the dividends, or any part thereof, on the Class 1 Shares Series 15 on or before the Dividend Payment Date for a particular Dividend Period, the entitlement of the holders of the Class 1 Shares Series 15 to such dividends, or to any part thereof, for the Dividend Period will be forever extinguished.
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3.
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Redemption
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4.
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Conversion of Class 1 Shares Series 15
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(a)
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Holders of Class 1 Shares Series 15 will have the right, at their option, on June 19, 2019 and on June 19 in every fifth year thereafter (a “Series 15 Conversion Date”), to convert, subject to the terms and provisions hereof and to the provisions of the Insurance Act, all or any Class 1 Shares Series 15 registered in their name into Class 1 Shares Series 16 on the basis of one (1) Class 1 Share Series 16 for each Class 1 Share Series 15. The Corporation will give notice in writing to the then holders of the Class 1 Shares Series 15 of the conversion privilege provided for herein (the “Conversion Privilege”) and such notice will (i) set out the Series 15 Conversion Date, (ii) include instructions to such holders as to the method by which such Conversion Privilege may be exercised, as described in section 4(3), and (iii) be given at least 30 days and not more than
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60 days prior to the applicable Series 15 Conversion Date. On the 30th day prior to each Series 15 Conversion Date, the Corporation will give notice in writing to the then holders of the Class 1 Shares Series 15 of the Annual Fixed Dividend Rate for the next succeeding Subsequent Fixed Rate Period and the Floating Quarterly Dividend Rate applicable to the Class 1 Shares Series 16 for the next succeeding Quarterly Floating Rate Period, in each case as determined by the Corporation.
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(b)
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If the Corporation gives notice as provided in section 3(4) to the holders of the Class 1 Shares Series 15 of the redemption of all the Class 1 Shares Series 15, the Corporation will not be required to give notice as provided in this section 4(1) to the holders of the Class 1 Shares Series 15 of the Annual Fixed Dividend Rate, Floating Quarterly Dividend Rate or Conversion Privilege and the right of any holder of Class 1 Shares Series 15 to convert such Class 1 Shares Series 15 as herein provided will cease and terminate in that event.
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(c)
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Holders of Class 1 Shares Series 15 will not be entitled to convert their shares into Class 1 Shares Series 16 on a Series 15 Conversion Date if the Corporation determines that there would remain outstanding on the Series 15 Conversion Date less than 1,000,000 Class 1 Shares Series 16 after taking into account all Class 1 Shares Series 15 tendered for conversion into Class 1 Shares Series 16 and all Class 1 Shares Series 16 tendered for conversion into Class 1 Shares Series 15. The Corporation will give notice in writing thereof, in accordance with the provisions of section 4(1)(a), mutatis mutandis, to all affected holders of Class 1 Shares Series 15 at least seven (7) days prior to the applicable Series 15 Conversion Date and, subject to the provisions of section 16, will issue and deliver, or cause to be delivered, prior to such Series 15 Conversion Date, at the expense of the Corporation, to such holders of Class 1 Shares Series 15, who have surrendered for conversion any certificate or certificates representing Class 1 Shares Series 15, new certificates representing the Class 1 Shares Series 15 represented by any certificate or certificates surrendered as aforesaid.
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(a)
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Subject to the provisions of section 16, the Conversion Privilege may be exercised by notice in writing (a “Conversion Notice”) given not earlier than 30 days prior to a Series 15 Conversion Date but not later than 5:00 p.m. (Toronto time) on the
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15th day preceding a Series 15 Conversion Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Corporation may agree, accompanied by: (1) payment or evidence of payment of the tax (if any) payable as provided in this section 4(3); and (2) the certificate or certificates representing the Class 1 Shares Series 15 in respect of which the holder thereof desires to exercise the Conversion Privilege with the transfer form on the back thereof or other appropriate stock transfer power of attorney duly endorsed by the holder, or his or her attorney duly authorized in writing, in which Conversion Notice such holder may also elect to convert part only of the Class 1 Shares Series 15 represented by such certificate or certificates not theretofore called for redemption in which event the Corporation will issue and deliver or cause to be delivered to such holder, at the expense of the Corporation, a new certificate representing the Class 1 Shares Series 15 represented by such certificate or certificates that have not been converted. Each Conversion Notice will be irrevocable.
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(b)
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Subject to the provisions of section 16, in the event the Corporation is required to convert all remaining outstanding Class 1 Shares Series 15 into Class 1 Shares Series 16 on the applicable Series 15 Conversion Date as provided for in section 4(2), the Class 1 Shares Series 15 in respect of which the holders have not previously elected to convert will be converted on the Series 15 Conversion Date into Class 1 Shares Series 16 and the holders thereof will be deemed to be holders of Class 1 Shares Series 16 at 5:00 p.m. (Toronto time) on the Series 15 Conversion Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Corporation may agree, of the certificate or certificates representing Class 1 Shares Series 15 not previously surrendered for conversion, to receive a certificate or certificates representing the same number of Class 1 Shares Series 16 in the manner and subject to the terms and provisions as provided in this section 4(3).
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(c)
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Subject to the provisions of section 16, as promptly as practicable after the Series 15 Conversion Date, the Corporation will issue and deliver, or cause to be delivered to or upon the written order of the holder of the Class 1 Shares Series 15 so surrendered, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such holder representing the number of fully-paid and non-assessable Class 1 Shares Series 16 and the number of remaining Class 1 Shares Series 15, if any, to which such holder is entitled. Such conversion will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 15 Conversion Date, so that the rights of the holder of such Class 1 Shares Series 15 as the holder thereof will cease at such time and the person or persons entitled to receive Class 1 Shares Series 16 upon such conversion will be treated for all purposes as having become the holder or holders of record of such Class 1 Shares Series 16 at such time.
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(d)
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The holder of any Class 1 Shares Series 15 on the record date for any dividend declared payable on such share will be entitled to such dividend notwithstanding
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that such share is converted into Class 1 Shares Series 16 after such record date and on or before the date of the payment of such dividend.
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(e)
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Subject to the provisions of section 16, the issuance of certificates for the Class 1 Shares Series 16 upon the conversion of Class 1 Shares Series 15 will be made without charge to the converting holders of Class 1 Shares Series 15 for any fee or tax in respect of the issuance of such certificates or the Class 1 Shares Series 16 represented thereby; provided, however, that the Corporation will not be required to pay any tax that may be imposed upon the person or persons to whom such Class 1 Shares Series 16 are issued in respect of the issuance of such Class 1 Shares Series 16 or the certificate therefor or any security transfer taxes, and the Corporation will not be required to issue or deliver a certificate or certificates in a name or names other than that of the holder of the Class 1 Shares Series 15 converted unless the person or persons requesting the issuance thereof has paid to the Corporation the amount of any such security transfer tax or has established to the satisfaction of the Corporation that such tax has been paid.
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(a)
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On the exercise of the Conversion Privilege by a holder of Class 1 Shares Series 15, or upon an automatic conversion, pursuant to section 4(2), of Class 1 Shares Series 15, the Corporation reserves the right not to (i) deliver Class 1 Shares Series 16 to any Ineligible Person or any person who, by virtue of that conversion, would become a Significant Shareholder or (ii) record in its securities register a transfer or issue of Series 16 Preferred Shares to any person whom the Corporation or the Transfer Agent has reason to believe is an Ineligible Government Holder based on a declaration submitted to the Corporation or the Transfer Agent by or on behalf of such person.
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(b)
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In those circumstances, the Corporation will hold, as agent of any such person, all or the relevant number of Class 1 Shares Series 15, and the Corporation will attempt to sell such Class 1 Shares Series 15 to parties other than the Corporation and its affiliates on behalf of any such person. Such sales (if any) will be made at such times and at such prices as the Corporation, in its sole discretion, may determine. The Corporation will not be subject to any liability for failure to sell any such Class 1 Shares Series 15 on behalf of any such person or at any particular price on any particular day. The net proceeds received by the Corporation from the sale of any such Class 1 Shares Series 15 will be delivered to any such person, after deducting the costs of sale and any applicable withholding taxes. The Corporation will provide a cheque representing the aggregate net proceeds to the Depository (if the Class 1 Shares Series 15 are then held in the Book-Entry System) or in all other cases to the Transfer Agent in accordance with the regular practices and procedures of the Depository or the Transfer Agent, as applicable.
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5.
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Conversion into Another Series of Class 1 Shares
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(a)
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On exercise by a holder of Class 1 Shares Series 15 of the right to convert Class 1 Shares Series 15 into New Shares, the Corporation reserves the right not to (i) deliver New Shares to any Ineligible Person or any person who, by virtue of that conversion, would become a Significant Shareholder or (ii) record in its securities register a transfer or issue of New Shares to any person whom the Corporation or the Transfer Agent has reason to believe is an Ineligible Government Holder based on a declaration submitted to the Corporation or the Transfer Agent by or on behalf of such person.
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(b)
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In those circumstances, the Corporation will hold, as agent of any such person, all or the relevant number of Class 1 Shares Series 15, and the Corporation will attempt to sell such Class 1 Shares Series 15 to parties other than the Corporation
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and its affiliates on behalf of any such person. Such sales (if any) will be made at such times and at such prices as the Corporation, in its sole discretion, may determine. The Corporation will not be subject to any liability for failure to sell any such Class 1 Shares Series 15 on behalf of any such person or at any particular price on any particular day. The net proceeds received by the Corporation from the sale of any such Class 1 Shares Series 15 will be delivered to any such person, after deducting the costs of sale and any applicable withholding taxes. The Corporation will provide a cheque representing the aggregate net proceeds to the Depository (if the Class 1 Shares Series 15 are then held in the Book-Entry System) or in all other cases to the Transfer Agent in accordance with the regular practices and procedures of the Depository or the Transfer Agent, as applicable.
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6.
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Restrictions on Dividends and Retirement and Issue of Shares
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(a)
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declare, pay or set apart for payment any dividend on its Common Shares or any other shares ranking junior to the Class 1 Shares Series 15 (other than stock dividends in any shares ranking junior to the Class 1 Shares Series 15);
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(b)
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redeem, purchase or otherwise retire any of its Common Shares or any other shares ranking junior to the Class 1 Shares Series 15 (except out of the net cash proceeds of a substantially concurrent issue of shares ranking junior to the Class 1 Shares Series 15);
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(c)
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redeem, purchase or otherwise retire less than all the Class 1 Shares Series 15; or
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(d)
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except pursuant to any purchase obligation, sinking fund, retraction privilege or mandatory redemption provisions attaching to any series of preferred shares of the Corporation, redeem, purchase or otherwise retire any other shares ranking on a parity with the Class 1 Shares Series 15;
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7.
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Issue of Additional Shares and Amendments to Class 1 Shares Series 15
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(a)
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The Corporation will not without, but may from time to time with, the approval of holders of the Class 1 Shares Series 15 given as specified in section 11, delete, amend or vary any of these Class 1 Shares Series 15 Provisions.
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(b)
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In addition to the approval in paragraph (a) above, the Corporation will not without, but may from time to time with, the prior approval of the Superintendent make any such deletion, amendment or variation which might affect the classification afforded the Class 1 Shares Series 15 from time to time for capital adequacy purposes pursuant to the Insurance Act or the MCCSR.
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8.
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Purchase for Cancellation
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9.
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Rights on Liquidation
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10.
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Voting Rights
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11.
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Approval of Holders of Class 1 Shares Series 15
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12.
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Tax Election
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13.
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Notices
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14.
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Number of Class 1 Shares Series 15
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15.
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Interpretation
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(a)
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If any date on which any dividend on the Class 1 Shares Series 15 is payable or on or by which any other action is required to be taken by the Corporation under these Class 1 Shares Series 15 Provisions is not a Business Day, then the dividend will be payable, or such other action will be required to be taken, on or by the next day that is a Business Day.
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(b)
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In the event of the non-receipt of a cheque by a holder of Class 1 Shares Series 15 entitled to the cheque, or the loss or destruction of the cheque, the Corporation, on being furnished with reasonable evidence of non-receipt, loss or destruction, and an indemnity reasonably satisfactory to the Corporation, will issue to the holder a replacement cheque for the amount of the original cheque.
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(c)
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The Corporation will be entitled to deduct or withhold from any amount payable to a holder of Class 1 Shares Series 15 under these Class 1 Shares Series 15 Provisions any amount required by law to be deducted or withheld from that payment.
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16.
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Registration of Class 1 Shares Series 15 and Transfer, Redemption
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Purchase and Exchanges Through the Book-Entry System
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(a)
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the Depository, or its nominee, as the case may be, will be considered the sole owner of the Class 1 Shares Series 15 for the purpose of receiving notices or payments on or in respect of the Class 1 Shares Series 15, including payments of dividends, the Redemption Price or the Accrued Amount, and the delivery of Class 1 Shares Series 16 and certificates for those shares on the conversion into Class 1 Shares Series 16; and
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(b)
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the Corporation, pursuant to the exercise by it of its right to redeem Class 1 Shares Series 15, will deliver or cause to be delivered to the Depository, or its nominee, for the benefit of the beneficial owners of the Class 1 Shares Series 15, the Accrued Amount and the Redemption Price and certificates for the Class 1 Shares Series 16, against delivery, if applicable, to the Corporation’s account with the Depository, or its nominee, of such holder’s Class 1 Shares Series 15.
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17.
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Return of Unclaimed Funds to Corporation
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1.
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Consideration for Issue
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2.
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Dividends
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(a)
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The holders of Class 1 Shares Series 16 will be entitled to receive, and the Corporation will pay on the Class 1 Shares Series 16, as and when declared by the Board of Directors, but subject to the provisions of the Insurance Act, quarterly non-cumulative preferential cash dividends payable quarterly at the Floating Quarterly Dividend Rate as calculated from time to time. Accordingly, on each Dividend Payment Date, the dividend payable on the Class 1 Shares Series 16, if declared, will be in the amount per share determined by multiplying:
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the product obtained by multiplying $25.00 by the Floating Quarterly Dividend Rate applicable to the Quarterly Floating Rate Period immediately preceding such Dividend Payment Date; by
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(B)
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a fraction, the numerator of which is the actual number of days elapsed in such Quarterly Floating Rate Period and the denominator of which is 365.
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(b)
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The Corporation will, in respect of each Quarterly Floating Rate Period, calculate on each Floating Rate Calculation Date the Floating Quarterly Dividend Rate for such Floating Quarterly Rate Period and will, on the Floating Rate Calculation Date, give written notice thereof to the then holders of Class 1 Shares Series 16. Each such determination by the Corporation of the Floating Quarterly Dividend Rate will, in the absence of manifest error, be final and binding upon the Corporation and upon all holders of Class 1 Shares Series 16.
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(c)
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If the Board of Directors does not declare the dividends, or any part thereof, on the Class 1 Shares Series 16 on or before the Dividend Payment Date for a Quarterly Floating Rate Period, the entitlement of the holders of the Class 1 Shares Series 16 to such dividends, or to any part thereof, for the Quarterly Floating Rate Period will be forever extinguished.
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3.
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Redemption
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(a)
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$25.00 in the case of redemptions on June 19, 2024 and on June 19 in every fifth year thereafter; or
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(b)
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$25.50 in the case of redemptions on any other date after June 19, 2019;
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4.
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Conversion of Class 1 Shares Series 16
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(a)
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Holders of Class 1 Shares Series 16 will have the right, at their option, on June 19, 2024 and on June 19 in every fifth year thereafter (a “Series 16 Conversion Date”), to convert, subject to the terms and provisions hereof and to the provisions of the Insurance Act, all or any Class 1 Shares Series 16 registered in their name into Class 1 Shares Series 15 on the basis of one (1) Class 1 Share Series 15 for each Class 1 Share Series 16. The Corporation will give notice in writing to the then holders of the Class 1 Shares Series 16 of the conversion privilege provided for herein (the “Conversion Privilege”) and such notice will (i) set out the Series 16 Conversion Date, (ii) include instructions to such holders as to the method by which such Conversion Privilege may be exercised, as described in section 4(3), and (iii) be given at least 30 days and not more than
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60 days prior to the applicable Series 16 Conversion Date. On the 30th day prior to each Series 16 Conversion Date, the Corporation will give notice in writing to the then holders of the Class 1 Shares Series 16 of the Floating Quarterly Dividend Rate for the next succeeding Quarterly Floating Rate Period and the Annual Fixed Dividend Rate applicable to the Class 1 Shares Series 15 for the next succeeding Subsequent Fixed Rate Period, in each case as determined by the Corporation.
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(b)
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If the Corporation gives notice as provided in section 3(3) to the holders of the Class 1 Shares Series 16 of the redemption of all the Class 1 Shares Series 16, the Corporation will not be required to give notice as provided in this section 4(1) to the holders of the Class 1 Shares Series 16 of the Floating Quarterly Dividend Rate, Annual Fixed Dividend Rate or Conversion Privilege and the right of any holder of Class 1 Shares Series 16 to convert such Class 1 Shares Series 16 as herein provided will cease and terminate in that event.
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(c)
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Holders of Class 1 Shares Series 16 will not be entitled to convert their shares into Class 1 Shares Series 15 on a Series 16 Conversion Date if the Corporation determines that there would remain outstanding on the Series 16 Conversion Date less than 1,000,000 Class 1 Shares Series 15 after taking into account all Class 1 Shares Series 16 tendered for conversion into Class 1 Shares Series 15 and all Class 1 Shares Series 15 tendered for conversion into Class 1 Shares Series 16. The Corporation will give notice in writing thereof, in accordance with the provisions of section 4(1)(a), mutatis mutandis, to all affected holders of Class 1 Shares Series 16 at least seven (7) days prior to the applicable Series 16 Conversion Date and, subject to the provisions of section 16, will issue and deliver, or cause to be delivered, prior to such Series 16 Conversion Date, at the expense of the Corporation, to such holders of Class 1 Shares Series 16, who have surrendered for conversion any certificate or certificates representing Class 1 Shares Series 16, new certificates representing the Class 1 Shares Series 16 represented by any certificate or certificates surrendered as aforesaid.
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(a)
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Subject to the provisions of section 16, the Conversion Privilege may be exercised by notice in writing (a “Conversion Notice”) given not earlier than 30 days prior to a Series 16 Conversion Date but not later than 5:00 p.m. (Toronto time) on the
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15th day preceding a Series 16 Conversion Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Corporation may agree, accompanied by: (1) payment or evidence of payment of the tax (if any) payable as provided in this section 4(3); and (2) the certificate or certificates representing the Class 1 Shares Series 16 in respect of which the holder thereof desires to exercise the Conversion Privilege with the transfer form on the back thereof or other appropriate stock transfer power of attorney duly endorsed by the holder, or his or her attorney duly authorized in writing, in which Conversion Notice such holder may also elect to convert part only of the Class 1 Shares Series 16 represented by such certificate or certificates not theretofore called for redemption in which event the Corporation will issue and deliver or cause to be delivered to such holder, at the expense of the Corporation, a new certificate representing the Class 1 Shares Series 16 represented by such certificate or certificates that have not been converted. Each Conversion Notice will be irrevocable.
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(b)
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Subject to the provisions of section 16, in the event the Corporation is required to convert all remaining outstanding Class 1 Shares Series 16 into Class 1 Shares Series 15 on the applicable Series 16 Conversion Date as provided for in section 4(2), the Class 1 Shares Series 16 in respect of which the holders have not previously elected to convert will be converted on the Series 16 Conversion Date into Class 1 Shares Series 15 and the holders thereof will be deemed to be holders of Class 1 Shares Series 15 at 5:00 p.m. (Toronto time) on the Series 16 Conversion Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Corporation may agree, of the certificate or certificates representing Class 1 Shares Series 16 not previously surrendered for conversion, to receive a certificate or certificates representing the same number of Class 1 Shares Series 15 in the manner and subject to the terms and provisions as provided in this section 4(3).
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(c)
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Subject to the provisions of section 16, as promptly as practicable after the Series 16 Conversion Date, the Corporation will issue and deliver, or cause to be delivered to or upon the written order of the holder of the Class 1 Shares Series 16 so surrendered, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such holder representing the number of fully-paid and non-assessable Class 1 Shares Series 15 and the number of remaining Class 1 Shares Series 16, if any, to which such holder is entitled. Such conversion will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 16 Conversion Date, so that the rights of the holder of such Class 1 Shares Series 16 as the holder thereof will cease at such time and the person or persons entitled to receive Class 1 Shares Series 15 upon such conversion will be treated for all purposes as having become the holder or holders of record of such Class 1 Shares Series 15 at such time.
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(d)
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The holder of any Class 1 Shares Series 16 on the record date for any dividend declared payable on such share will be entitled to such dividend notwithstanding
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that such share is converted into Class 1 Shares Series 15 after such record date and on or before the date of the payment of such dividend.
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(e)
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Subject to the provisions of section 16, the issuance of certificates for the Class 1 Shares Series 15 upon the conversion of Class 1 Shares Series 16 will be made without charge to the converting holders of Class 1 Shares Series 16 for any fee or tax in respect of the issuance of such certificates or the Class 1 Shares Series 15 represented thereby; provided, however, that the Corporation will not be required to pay any tax that may be imposed upon the person or persons to whom such Class 1 Shares Series 15 are issued in respect of the issuance of such Class 1 Shares Series 15 or the certificate therefor or any security transfer taxes, and the Corporation will not be required to issue or deliver a certificate or certificates in a name or names other than that of the holder of the Class 1 Shares Series 16 converted unless the person or persons requesting the issuance thereof has paid to the Corporation the amount of any such security transfer tax or has established to the satisfaction of the Corporation that such tax has been paid.
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(a)
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On the exercise of the Conversion Privilege by a holder of Class 1 Shares Series 16, or upon an automatic conversion, pursuant to section 4(2), of Class 1 Shares Series 16, the Corporation reserves the right not to (i) deliver Class 1 Shares Series 15 to any Ineligible Person or any person who, by virtue of that conversion, would become a Significant Shareholder or (ii) record in its securities register a transfer or issue of Series 15 Preferred Shares to any person whom the Corporation or the Transfer Agent has reason to believe is an Ineligible Government Holder based on a declaration submitted to the Corporation or the Transfer Agent by or on behalf of such person.
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(b)
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In those circumstances, the Corporation will hold, as agent of any such person, all or the relevant number of Class 1 Shares Series 16, and the Corporation will attempt to sell such Class 1 Shares Series 16 to parties other than the Corporation and its affiliates on behalf of any such person. Such sales (if any) will be made at such times and at such prices as the Corporation, in its sole discretion, may determine. The Corporation will not be subject to any liability for failure to sell any such Class 1 Shares Series 16 on behalf of any such person or at any particular price on any particular day. The net proceeds received by the Corporation from the sale of any such Class 1 Shares Series 16 will be delivered to any such person, after deducting the costs of sale and any applicable withholding taxes. The Corporation will provide a cheque representing the aggregate net proceeds to the Depository (if the Class 1 Shares Series 16 are then held in the Book-Entry System) or in all other cases to the Transfer Agent in accordance with the regular practices and procedures of the Depository or the Transfer Agent, as applicable.
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5.
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Conversion into Another Series of Class 1 Shares
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(a)
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On exercise by a holder of Class 1 Shares Series 16 of the right to convert Class 1 Shares Series 16 into New Shares, the Corporation reserves the right not to (i) deliver New Shares to any Ineligible Person or any person who, by virtue of that conversion, would become a Significant Shareholder or (ii) record in its securities register a transfer or issue of New Shares to any person whom the Corporation or the Transfer Agent has reason to believe is an Ineligible Government Holder based on a declaration submitted to the Corporation or the Transfer Agent by or on behalf of such person.
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(b)
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In those circumstances, the Corporation will hold, as agent of any such person, all or the relevant number of Class 1 Shares Series 16, and the Corporation will attempt to sell such Class 1 Shares Series 16 to parties other than the Corporation
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and its affiliates on behalf of any such person. Such sales (if any) will be made at such times and at such prices as the Corporation, in its sole discretion, may determine. The Corporation will not be subject to any liability for failure to sell any such Class 1 Shares Series 16 on behalf of any such person or at any particular price on any particular day. The net proceeds received by the Corporation from the sale of any such Class 1 Shares Series 16 will be delivered to any such person, after deducting the costs of sale and any applicable withholding taxes. The Corporation will provide a cheque representing the aggregate net proceeds to the Depository (if the Class 1 Shares Series 16 are then held in the Book-Entry System) or in all other cases to the Transfer Agent in accordance with the regular practices and procedures of the Depository or the Transfer Agent, as applicable.
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6.
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Restrictions on Dividends and Retirement and Issue of Shares
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(a)
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declare, pay or set apart for payment any dividend on its Common Shares or any other shares ranking junior to the Class 1 Shares Series 16 (other than stock dividends in any shares ranking junior to the Class 1 Shares Series 16);
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(b)
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redeem, purchase or otherwise retire any of its Common Shares or any other shares ranking junior to the Class 1 Shares Series 16 (except out of the net cash proceeds of a substantially concurrent issue of shares ranking junior to the Class 1 Shares Series 16);
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(c)
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redeem, purchase or otherwise retire less than all the Class 1 Shares Series 16; or
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(d)
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except pursuant to any purchase obligation, sinking fund, retraction privilege or mandatory redemption provisions attaching to any series of preferred shares of the Corporation, redeem, purchase or otherwise retire any other shares ranking on a parity with the Class 1 Shares Series 16;
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7.
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Issue of Additional Shares and Amendments to Class 1 Shares Series 16
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(a)
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The Corporation will not without, but may from time to time with, the approval of holders of the Class 1 Shares Series 16 given as specified in section 11, delete, amend or vary any of these Class 1 Shares Series 16 Provisions.
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(b)
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In addition to the approval in paragraph (a) above, the Corporation will not without, but may from time to time with, the prior approval of the Superintendent make any such deletion, amendment or variation which might affect the classification afforded the Class 1 Shares Series 16 from time to time for capital adequacy purposes pursuant to the Insurance Act or the MCCSR.
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8.
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Purchase for Cancellation
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9.
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Rights on Liquidation
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10.
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Voting Rights
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11.
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Approval of Holders of Class 1 Shares Series 16
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12.
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Tax Election
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13.
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Notices
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14.
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Number of Class 1 Shares Series 16
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15.
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Interpretation
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(a)
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If any date on which any dividend on the Class 1 Shares Series 16 is payable or on or by which any other action is required to be taken by the Corporation under these Class 1 Shares Series 16 Provisions is not a Business Day, then the dividend will be payable, or such other action will be required to be taken, on or by the next day that is a Business Day.
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(b)
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In the event of the non-receipt of a cheque by a holder of Class 1 Shares Series 16 entitled to the cheque, or the loss or destruction of the cheque, the Corporation, on being furnished with reasonable evidence of non-receipt, loss or destruction, and an indemnity reasonably satisfactory to the Corporation, will issue to the holder a replacement cheque for the amount of the original cheque.
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(c)
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The Corporation will be entitled to deduct or withhold from any amount payable to a holder of Class 1 Shares Series 16 under these Class 1 Shares Series 16 Provisions any amount required by law to be deducted or withheld from that payment.
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16.
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Registration of Class 1 Shares Series 16 and Transfer, Redemption
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Purchase and Exchanges Through the Book-Entry System
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(a)
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the Depository, or its nominee, as the case may be, will be considered the sole owner of the Class 1 Shares Series 16 for the purpose of receiving notices or payments on or in respect of the Class 1 Shares Series 16, including payments of dividends, the Redemption Price or the Accrued Amount, and the delivery of Class 1 Shares Series 15 and certificates for those shares on the conversion into Class 1 Shares Series 15; and
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(b)
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the Corporation, pursuant to the exercise by it of its right to redeem Class 1 Shares Series 16, will deliver or cause to be delivered to the Depository, or its nominee, for the benefit of the beneficial owners of the Class 1 Shares Series 16, the Accrued Amount and the Redemption Price and certificates for the Class 1 Shares Series 15, against delivery, if applicable, to the Corporation’s account with the Depository, or its nominee, of such holder’s Class 1 Shares Series 16.
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17.
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Return of Unclaimed Funds to Corporation
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