Form 20-F
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Form 40-F
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Yes
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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 25
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99.2
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Terms of Class 1 Shares Series 26
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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 20, 2018
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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 25
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99.2
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Terms of Class 1 Shares Series 26
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2. |
Dividends
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(b) |
During each Subsequent Fixed Rate Period, dividends on the Class 1 Shares Series 25 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) |
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 25. 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 25.
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(d) |
If the Board of Directors does not declare the dividends, or any part thereof, on the Class 1 Shares Series 25 on or before the Dividend Payment Date for a particular Dividend Period, the entitlement of the holders of the Class 1 Shares Series 25 to such dividends, or to any part thereof, for the Dividend Period will be forever extinguished.
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(a) |
Holders of Class 1 Shares Series 25 will have the right, at their option, on June 19, 2023 and on June 19 in every fifth year thereafter (a "Series 25 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 25 registered in their name into Class 1 Shares Series 26 on the basis of one (1) Class 1 Share Series 26 for each Class 1 Share Series 25. The Corporation will give notice in writing to the then holders of the Class 1 Shares Series 25 of the conversion privilege provided for herein (the "Conversion Privilege") and such notice will (i) set out the Series 25 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 25 Conversion Date. On the Fixed Rate Calculation Date, the Corporation will give notice in writing to the then holders of the Class 1 Shares Series 25 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 26 for the next succeeding Quarterly Floating Rate Period, in each case as determined by the Corporation.
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(b) |
If the Corporation gives notice as provided in section 3(4) to the holders of the Class 1 Shares Series 25 of the redemption of all the Class 1 Shares Series 25, 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 25 of the Annual Fixed Dividend Rate, Floating Quarterly Dividend Rate or Conversion Privilege and the right of any holder of Class 1 Shares Series 25 to convert such Class 1 Shares Series 25 as herein provided will cease and terminate in that event.
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(c) |
Holders of Class 1 Shares Series 25 will not be entitled to convert their shares into Class 1 Shares Series 26 on a Series 25 Conversion Date if the Corporation determines that there would remain outstanding on the Series 25 Conversion Date less than 1,000,000 Class 1 Shares Series 26 after taking into account all Class 1 Shares Series 25 tendered for conversion into Class 1 Shares Series 26 and all Class 1 Shares Series 26 tendered for conversion into Class 1 Shares Series 25. 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 25 at least seven (7) days prior to the applicable Series 25 Conversion Date and, subject to the provisions of section 16, will issue and deliver, or cause to be delivered, prior to such Series 25 Conversion Date, at the expense of the Corporation, to such holders of Class 1 Shares Series 25, who have surrendered for conversion any certificate or certificates representing Class 1 Shares Series 25, new certificates representing the Class 1 Shares Series 25 represented by any certificate or certificates surrendered as aforesaid.
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(a) |
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 25 Conversion Date but not later than 5:00 p.m. (Toronto time) on the 15th day preceding a Series 25 Conversion Date during usual business hours at
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(b) |
Subject to the provisions of section 16, in the event the Corporation is required to convert all remaining outstanding Class 1 Shares Series 25 into Class 1 Shares Series 26 on the applicable Series 25 Conversion Date as provided for in section 4(2), the Class 1 Shares Series 25 in respect of which the holders have not previously elected to convert will be converted on the Series 25 Conversion Date into Class 1 Shares Series 26 and the holders thereof will be deemed to be holders of Class 1 Shares Series 26 at 5:00 p.m. (Toronto time) on the Series 25 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 25 not previously surrendered for conversion, to receive a certificate or certificates representing the same number of Class 1 Shares Series 26 in the manner and subject to the terms and provisions as provided in this section 4(3).
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(c) |
Subject to the provisions of section 16, as promptly as practicable after the Series 25 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 25 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 26 and the number of remaining Class 1 Shares Series 25, 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 25 Conversion Date, so that the rights of the holder of such Class 1 Shares Series 25 as the holder thereof will cease at such time and the person or persons entitled to receive Class 1 Shares Series 26 upon such conversion will be treated for all purposes as having become the holder or holders of record of such Class 1 Shares Series 26 at such time.
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(d) |
The holder of any Class 1 Shares Series 25 on the record date for any dividend declared payable on such share will be entitled to such dividend notwithstanding
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(e) |
Subject to the provisions of section 16, the issuance of certificates for the Class 1 Shares Series 26 upon the conversion of Class 1 Shares Series 25 will be made without charge to the converting holders of Class 1 Shares Series 25 for any fee or tax in respect of the issuance of such certificates or the Class 1 Shares Series 26 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 26 are issued in respect of the issuance of such Class 1 Shares Series 26 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 25 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) |
On the exercise of the Conversion Privilege by a holder of Class 1 Shares Series 25, or upon an automatic conversion, pursuant to section 4(2), of Class 1 Shares Series 25, the Corporation reserves the right not to (i) deliver Class 1 Shares Series 26 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 Class 1 Shares Series 26 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) |
In those circumstances, the Corporation will hold, as agent of any such person, all or the relevant number of Class 1 Shares Series 25, and the Corporation will attempt to sell such Class 1 Shares Series 25 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 25 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 25 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 25 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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(a) |
On exercise by a holder of Class 1 Shares Series 25 of the right to convert Class 1 Shares Series 25 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) |
In those circumstances, the Corporation will hold, as agent of any such person, all or the relevant number of Class 1 Shares Series 25, and the Corporation will attempt to sell such Class 1 Shares Series 25 to parties other than the Corporation
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(a) |
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 25 (other than stock dividends in any shares ranking junior to the Class 1 Shares Series 25);
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(b) |
redeem, purchase or otherwise retire any of its Common Shares or any other shares ranking junior to the Class 1 Shares Series 25 (except out of the net cash proceeds of a substantially concurrent issue of shares ranking junior to the Class 1 Shares Series 25);
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(c) |
redeem, purchase or otherwise retire less than all the Class 1 Shares Series 25; or
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(d) |
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 25;
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7. |
Issue of Additional Shares and Amendments to Class 1 Shares Series 25
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(a) |
The Corporation will not without, but may from time to time with, the approval of holders of the Class 1 Shares Series 25 given as specified in section 11, delete, amend or vary any of these Class 1 Shares Series 25 Provisions.
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(b) |
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 25 from time to time for capital adequacy purposes pursuant to the Insurance Act or the LICAT.
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8. |
Purchase for Cancellation
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9. |
Rights on Liquidation
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12. |
Tax Election
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13. |
Notices
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15. |
Interpretation
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(a) |
If any date on which any dividend on the Class 1 Shares Series 25 is payable or on or by which any other action is required to be taken by the Corporation under these Class 1 Shares Series 25 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) |
In the event of the non-receipt of a cheque by a holder of Class 1 Shares Series 25 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) |
The Corporation will be entitled to deduct or withhold from any amount payable to a holder of Class 1 Shares Series 25 under these Class 1 Shares Series 25 Provisions any amount required by law to be deducted or withheld from that payment.
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16. |
Registration of Class 1 Shares Series 25 and Transfer, Redemption
Purchase and Exchanges Through the Book-Entry System |
(a) |
the Depository, or its nominee, as the case may be, will be considered the sole owner of the Class 1 Shares Series 25 for the purpose of receiving notices or payments on or in respect of the Class 1 Shares Series 25, including payments of dividends, the Redemption Price or the Accrued Amount, and the delivery of Class 1 Shares Series 26 and certificates for those shares on the conversion into Class 1 Shares Series 26; and
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(b) |
the Corporation, pursuant to the exercise by it of its right to redeem Class 1 Shares Series 25, 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 25, the Accrued Amount and the Redemption Price and certificates for the Class 1 Shares Series 26, against delivery, if applicable, to the Corporation's account with the Depository, or its nominee, of such holder's Class 1 Shares Series 25.
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17. |
Return of Unclaimed Funds to Corporation
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2. |
Dividends
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(a) |
The holders of Class 1 Shares Series 26 will be entitled to receive, and the Corporation will pay on the Class 1 Shares Series 26, 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 26, if declared, will be in the amount per share determined by multiplying:
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(A) |
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) |
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) |
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 26. 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 26.
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(c) |
If the Board of Directors does not declare the dividends, or any part thereof, on the Class 1 Shares Series 26 on or before the Dividend Payment Date for a Quarterly Floating Rate Period, the entitlement of the holders of the Class 1 Shares Series 26 to such dividends, or to any part thereof, for the Quarterly Floating Rate Period will be forever extinguished.
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(a) |
$25.00 in the case of redemptions on June 19, 2028 and on June 19 in every fifth year thereafter; or
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(b) |
$25.50 in the case of redemptions on any other date after June 19, 2023;
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(a) |
Holders of Class 1 Shares Series 26 will have the right, at their option, on June 19, 2028 and on June 19 in every fifth year thereafter (a "Series 26 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 26 registered in their name into Class 1 Shares Series 25 on the basis of one (1) Class 1 Share Series 25 for each Class 1 Share Series 26. The Corporation will give notice in writing to the then holders of the Class 1 Shares Series 26 of the conversion privilege provided for herein (the "Conversion Privilege") and such notice will (i) set out the Series 26 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 26 Conversion Date. On the Floating Rate Calculation Date, the Corporation will give notice in writing to the then holders of the Class 1 Shares Series 26 of the Floating Quarterly Dividend Rate for the next succeeding Quarterly Floating Rate Period and, on the Floating Rate Calculation Date immediately prior to each Series 26 Conversion Date, the Annual Fixed Dividend Rate applicable to the Class 1 Shares Series 25 for the next succeeding Subsequent Fixed Rate Period, in each case as determined by the Corporation.
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(b) |
If the Corporation gives notice as provided in section 3(3) to the holders of the Class 1 Shares Series 26 of the redemption of all the Class 1 Shares Series 26, 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 26 of the Floating Quarterly Dividend Rate, Annual Fixed Dividend Rate or Conversion Privilege and the right of any holder of Class 1 Shares Series 26 to convert such Class 1 Shares Series 26 as herein provided will cease and terminate in that event.
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(c) |
Holders of Class 1 Shares Series 26 will not be entitled to convert their shares into Class 1 Shares Series 25 on a Series 26 Conversion Date if the Corporation determines that there would remain outstanding on the Series 26 Conversion Date less than 1,000,000 Class 1 Shares Series 25 after taking into account all Class 1 Shares Series 26 tendered for conversion into Class 1 Shares Series 25 and all Class 1 Shares Series 25 tendered for conversion into Class 1 Shares Series 26. 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 26 at least seven (7) days prior to the applicable Series 26 Conversion Date and, subject to the provisions of section 16, will issue and deliver, or cause to be delivered, prior to such Series 26 Conversion Date, at the expense of the Corporation, to such holders of Class 1 Shares Series 26, who have surrendered for conversion any certificate or certificates representing Class 1 Shares Series 26, new certificates representing the Class 1 Shares Series 26 represented by any certificate or certificates surrendered as aforesaid.
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(a) |
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 26 Conversion Date but not later than 5:00 p.m. (Toronto time) on the
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15th day preceding a Series 26 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 26 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 26 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 26 represented by such certificate or certificates that have not been converted. Each Conversion Notice will be irrevocable.
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(b) |
Subject to the provisions of section 16, in the event the Corporation is required to convert all remaining outstanding Class 1 Shares Series 26 into Class 1 Shares Series 25 on the applicable Series 26 Conversion Date as provided for in section 4(2), the Class 1 Shares Series 26 in respect of which the holders have not previously elected to convert will be converted on the Series 26 Conversion Date into Class 1 Shares Series 25 and the holders thereof will be deemed to be holders of Class 1 Shares Series 25 at 5:00 p.m. (Toronto time) on the Series 26 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 26 not previously surrendered for conversion, to receive a certificate or certificates representing the same number of Class 1 Shares Series 25 in the manner and subject to the terms and provisions as provided in this section 4(3).
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(c) |
Subject to the provisions of section 16, as promptly as practicable after the Series 26 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 26 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 25 and the number of remaining Class 1 Shares Series 26, 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 26 Conversion Date, so that the rights of the holder of such Class 1 Shares Series 26 as the holder thereof will cease at such time and the person or persons entitled to receive Class 1 Shares Series 25 upon such conversion will be treated for all purposes as having become the holder or holders of record of such Class 1 Shares Series 25 at such time.
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(d) |
The holder of any Class 1 Shares Series 26 on the record date for any dividend declared payable on such share will be entitled to such dividend notwithstanding
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(e) |
Subject to the provisions of section 16, the issuance of certificates for the Class 1 Shares Series 25 upon the conversion of Class 1 Shares Series 26 will be made without charge to the converting holders of Class 1 Shares Series 26 for any fee or tax in respect of the issuance of such certificates or the Class 1 Shares Series 25 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 25 are issued in respect of the issuance of such Class 1 Shares Series 25 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 26 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) |
On the exercise of the Conversion Privilege by a holder of Class 1 Shares Series 26, or upon an automatic conversion, pursuant to section 4(2), of Class 1 Shares Series 26, the Corporation reserves the right not to (i) deliver Class 1 Shares Series 25 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 Class 1 Shares Series 25 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) |
In those circumstances, the Corporation will hold, as agent of any such person, all or the relevant number of Class 1 Shares Series 26, and the Corporation will attempt to sell such Class 1 Shares Series 26 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 26 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 26 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 26 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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(a) |
On exercise by a holder of Class 1 Shares Series 26 of the right to convert Class 1 Shares Series 26 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) |
In those circumstances, the Corporation will hold, as agent of any such person, all or the relevant number of Class 1 Shares Series 26, and the Corporation will attempt to sell such Class 1 Shares Series 26 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 26 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 26 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 26 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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(a) |
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 26 (other than stock dividends in any shares ranking junior to the Class 1 Shares Series 26);
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(b) |
redeem, purchase or otherwise retire any of its Common Shares or any other shares ranking junior to the Class 1 Shares Series 26 (except out of the net cash proceeds of a substantially concurrent issue of shares ranking junior to the Class 1 Shares Series 26);
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(c) |
redeem, purchase or otherwise retire less than all the Class 1 Shares Series 26; or
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(d) |
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 26;
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7. |
Issue of Additional Shares and Amendments to Class 1 Shares Series 26
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(a) |
The Corporation will not without, but may from time to time with, the approval of holders of the Class 1 Shares Series 26 given as specified in section 11, delete, amend or vary any of these Class 1 Shares Series 26 Provisions.
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(b) |
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 26 from time to time for capital adequacy purposes pursuant to the Insurance Act or the LICAT.
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8. |
Purchase for Cancellation
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9. |
Rights on Liquidation
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12. |
Tax Election
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13. |
Notices
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15. |
Interpretation
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(a) |
If any date on which any dividend on the Class 1 Shares Series 26 is payable or on or by which any other action is required to be taken by the Corporation under these Class 1 Shares Series 26 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) |
In the event of the non-receipt of a cheque by a holder of Class 1 Shares Series 26 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) |
The Corporation will be entitled to deduct or withhold from any amount payable to a holder of Class 1 Shares Series 26 under these Class 1 Shares Series 26 Provisions any amount required by law to be deducted or withheld from that payment.
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16. |
Registration of Class 1 Shares Series 26 and Transfer, Redemption
Purchase and Exchanges Through the Book-Entry System |
(a) |
the Depository, or its nominee, as the case may be, will be considered the sole owner of the Class 1 Shares Series 26 for the purpose of receiving notices or payments on or in respect of the Class 1 Shares Series 26, including payments of dividends, the Redemption Price or the Accrued Amount, and the delivery of Class 1 Shares Series 25 and certificates for those shares on the conversion into Class 1 Shares Series 25; and
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(b) |
the Corporation, pursuant to the exercise by it of its right to redeem Class 1 Shares Series 26, 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 26, the Accrued Amount and the Redemption Price and certificates for the Class 1 Shares Series 25, against delivery, if applicable, to the Corporation's account with the Depository, or its nominee, of such holder's Class 1 Shares Series 26.
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17. |
Return of Unclaimed Funds to Corporation
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