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EXHIBIT 2.2
DISSENT RIGHTS AGREEMENT
THIS AGREEMENT is made as of the 22nd day of March, 2003
AMONG:
CANADA LIFE FINANCIAL CORPORATION,
a company incorporated under the INSURANCE COMPANIES ACT
(Canada), (hereinafter called "CLFC")
- and -
GREAT-WEST LIFECO INC.,
a company incorporated under the CANADA BUSINESS
CORPORATIONS ACT, (hereinafter called "Lifeco")
- and -
EACH REGISTERED HOLDER OF CLFC COMMON SHARES WHO DISSENTS
FROM THE TRANSACTION RESOLUTION.
RECITALS:
A. WHEREAS under the provisions of the INSURANCE COMPANIES ACT (Canada), CLFC
Common Shareholders do not have any right to dissent from the Transaction
Resolution;
B. AND WHEREAS CLFC and Lifeco have agreed to offer to CLFC Common
Shareholders, by contract, a right to dissent from the Transaction
Resolution;
C. AND WHEREAS CLFC and Lifeco have entered into this Agreement to give
effect to such contractual right of dissent and to set forth the terms and
conditions with which CLFC Common Shareholders must comply in order to
exercise such right to dissent;
D. AND WHEREAS each CLFC Common Shareholder who exercises a right to dissent
in accordance with the provisions of this Agreement shall be deemed to have
accepted and agreed to be bound by the terms and conditions of this
Agreement, including the Dissent Procedures.
NOW THEREFORE in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged) the parties agree as follows.
ARTICLE 1
INTERPRETATION
1.1 Defined Terms.
In this Agreement and in the recitals hereto, the following terms shall
have the following meanings:
(a) "AGREEMENT" means this Dissent Rights Agreement.
(b) "ARBITRATOR" means a retired judge of the Ontario Superior Court of
Justice or Ontario Court of Appeal selected by the Co-ordinator from
the panel of arbitrators maintained by ADR Chambers: An Alternative
Dispute Resolution Group.
(c) "ARBITRATION" means the proceeding conducted by the Arbitrator
pursuant to the provisions of Article 4 of this Agreement.
(d) "AUTOMATIC EXCHANGE TIME" has the meaning set forth in the
Exchangeable Share Provisions.
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(e) "BUSINESS DAY" means any day other than a Saturday, Sunday or
statutory holiday in the Provinces of Ontario and Manitoba;
(f) "CANADA LIFE" means The Canada Life Assurance Company, a company
existing under the Insurance Companies Act (Canada), and a
wholly-owned subsidiary of CLFC.
(g) "CERTIFICATE" means a share certificate issued by CLFC in the name of
a holder of CLFC Common Shares and representing such number of CLFC
Common Shares as is set forth on the face thereof.
(h) "CERTIFICATED SHAREHOLDER" means a CLFC Common Shareholder whose CLFC
Common Shares are represented by one or more physical share
certificates registered in the name of such Shareholder.
(i) "CLFC COMMON SHAREHOLDER" means a registered holder of CLFC Common
Shares (excluding for greater certainty Non-Certificated
Shareholders).
(j) "CLFC COMMON SHARES" means common shares in the capital of CLFC.
(k) "CLFC OWNERSHIP STATEMENT" means a share ownership statement issued
by CLFC as a record of the CLFC Common Shares owned by certain Canada
Life policyholders following the demutualization of Canada Life.
(l) "CO-ORDINATOR" means the Co-ordinator of "ADR Chambers: An
Alternative Dispute Resolution Group".
(m) "COMPUTERSHARE" means Computershare Trust Company of Canada, the
registrar and transfer agent for the CLFC Common Shares.
(n) "DEMAND FOR PAYMENT" means the written notice sent by each Dissenting
Shareholder to CLFC within the time period and containing the
information set forth in section 3.7 hereof.
(o) "DISSENT PROCEDURES" means those steps and procedures required to be
taken or followed, those notices required to be given and all other
matters required to be done pursuant to this Agreement in order to
exercise a Dissent Right.
(p) "DISSENT RIGHT" means the right of a CLFC Common Shareholder to
dissent from the Transaction Resolution, and to be paid in cash an
amount equal to the fair value of its CLFC Common Shares, in
accordance with and upon the terms and conditions set out in this
Agreement.
(q) "DISSENTING SHAREHOLDER" means a CLFC Common Shareholder who
exercises a Dissent Right in accordance with the terms of this
Agreement, and who does not thereafter cease to be entitled to
exercise a Dissent Right.
(r) "ELECTED CONSIDERATION" has the meaning set forth in the Transaction
Agreement.
(s) "EXCHANGEABLE SHARES" means the new class of exchangeable shares of
CLFC having the rights, privileges, restrictions and conditions set
forth in the Exchangeable Share Provisions.
(t) "EXCHANGEABLE SHARE PROVISIONS" means the rights, privileges,
restrictions and conditions attaching to the Exchangeable Shares as
set forth in Schedule 1 to Appendix 1 to Schedule A of the Proxy
Circular, together with such additions, deletions or modifications as
may be approved by CLFC Common Shareholders at the Special Meeting.
(u) "NON-CERTIFICATED SHAREHOLDER" means a holder of a CLFC Ownership
Statement.
(v) "NON-REGISTERED CLFC COMMON SHARE" means a CLFC Common Share held by
a Non-Registered Holder.
(w) "NON-REGISTERED HOLDER" means a beneficial owner of CLFC Common
Shares that is neither a registered holder of CLFC Common Shares nor
a Non-Certificated Shareholder.
(x) "NOTICE OF OBJECTION" means the written notice of objection to the
Transaction Resolution sent to CLFC by a CLFC Common Shareholder
pursuant to section 3.3 hereof.
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(y) "NOTICE OF RESOLUTION" means the notice sent by CLFC to each
Dissenting Shareholder pursuant to section 3.6 hereof confirming that
the Transaction Resolution has been adopted.
(z) "OFFER TO PAY" means the written offer to pay, sent by Lifeco to each
Dissenting Shareholder pursuant to section 3.15 hereof, offering to
make a cash payment in respect of each Exchangeable Share held by a
Dissenting Shareholder at the Automatic Exchange Time, in an amount
considered by the directors of Lifeco to be the fair value of a CLFC
Common Share on the close of business on the day before the
Transaction Resolution was adopted, accompanied by a statement
showing how the fair value was determined.
(aa) "PROXY CIRCULAR" means the management proxy circular of CLFC dated
March 22, 2003 to be sent to CLFC Common Shareholders in connection
with the Special Meeting.
(bb) "SPECIAL MEETING" means the special meeting of CLFC Common
Shareholders to be held on May 5, 2003 at 10:00 a.m. in Toronto,
Ontario, and any adjournment or postponement thereof, to consider
and, if deemed advisable, to pass, the Transaction Resolution.
(cc) "TRANSACTION" means the change of CLFC Common Shares into
Exchangeable Shares and the subsequent exchange of such Exchangeable
Shares for the Elected Consideration.
(dd) "TRANSACTION AGREEMENT" means the amended and restated agreement made
between CLFC and Lifeco dated as of February 14, 2003, as it may be
amended from time to time, pursuant to which CLFC and Lifeco agreed
to enter into the Transaction.
(ee) "TRANSACTION DATE" means the date on which the Transaction becomes
effective.
(ff) "TRANSACTION RESOLUTION" means the resolution of the CLFC Common
Shareholders, adopted in accordance with the INSURANCE COMPANIES ACT
(Canada), approving certain amendments to the by-laws of CLFC
required to implement the Transaction and consenting to the waiver of
the application of CLFC's shareholder rights plan to the Transaction,
the text of which is annexed as Schedule A to the Proxy Circular.
1.2 INTERPRETATION.
In this Agreement, unless the context otherwise requires, words importing
the singular include the plural and VICE VERSA, and words importing gender
include all genders. Where the time limited for the doing of any thing under
this Agreement expires or falls on a day which is not a business day, the thing
may be done on the next business day following.
1.3 HEADINGS.
The headings included in this Agreement are for convenience of reference
only and are not to be used to interpret, or to define or limit the scope of,
any provision of this Agreement.
ARTICLE 2
OFFER OF DISSENT RIGHT AND BINDING AGREEMENT
2.1 OFFER OF DISSENT RIGHT.
Lifeco and CLFC hereby offer to each CLFC Common Shareholder a Dissent
Right, which right may be exercised only upon compliance with the terms and
conditions set forth in this Agreement.
2.2 BINDING AGREEMENT.
Each CLFC Common Shareholder shall, upon sending a Notice of Objection to
CLFC in accordance with section 3.3 hereof, be deemed to have accepted the offer
of a Dissent Right made pursuant to section 2.1, and to have agreed to be bound
by the terms and conditions of this Agreement in respect of the exercise of such
right, without the necessity of taking any other action or formality of any
kind, including the execution of this Agreement or
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a counterpart thereof or any other agreement, instrument or document evidencing
the intention of such CLFC Common Shareholder to be bound by this Agreement.
ARTICLE 3
DISSENT PROCEDURES
3.1 GENERAL RULE.
In order to exercise a Dissent Right, a CLFC Common Shareholder must
strictly comply with each and every provision of this Agreement to be observed
or performed by it. The failure to comply strictly with any such provisions
shall (subject to section 3.10) result in the loss of its Dissent Right.
3.2 RIGHT OF PAYMENT.
A CLFC Common Shareholder who complies with the provisions of this
Agreement shall, in addition to any other rights it may have, have the right, on
or after the Transaction Date, to be paid by Lifeco in cash an amount equal to
the fair value of its CLFC Common Shares. Such fair value shall be determined as
of the close of business on the business day before the Transaction Resolution
was adopted.
3.3 NOTICE OF OBJECTION.
In order to exercise a Dissent Right, a CLFC Common Shareholder must send
to CLFC a duly authorized and properly completed Notice of Objection, which must
be received by CLFC not later than 2:00 p.m. (Toronto time) on the business day
before the Special Meeting or the business day before the resumption of any
adjourned or postponed Special Meeting.
3.4 NO PARTIAL DISSENT.
A CLFC Common Shareholder may only exercise a Dissent Right under this
Agreement with respect to all CLFC Common Shares held by it on behalf of itself
or, if it is an intermediary, with respect to all CLFC Common Shares held by it
on behalf of any one beneficial owner and which are registered in the name of
such CLFC Common Shareholder.
3.5 CERTIFICATED SHAREHOLDER REQUIREMENT.
In order to exercise a Dissent Right, a beneficial owner of CLFC Common
Shares must be a Certificated Shareholder. Accordingly, (i) a Non-Certificated
Shareholder must take all necessary steps to have a Certificate issued in
respect of its CLFC Common Shares; and (ii) a Non-Registered Holder must take
all necessary steps to have its CLFC Common Shares, which are registered in the
name of a nominee, an investment dealer, a clearing agency or other
intermediary, re-registered in the name of the such holder, prior to sending to
CLFC the Notice of Objection referred to in section 3.3, and to have a
Certificate issued in respect of its CLFC Common Shares, unless such
Non-Registered Holder instructs such intermediary to exercise the Dissent Right
on such holder's behalf, in which case such intermediary must comply with all of
the provisions of this Agreement (including the requirement to be a Certificated
Shareholder) in order to exercise the Dissent Right on such Non-Registered
Holder's behalf.
3.6 NOTICE OF RESOLUTION.
CLFC shall, within ten days after adoption of the Transaction Resolution,
send a Notice of Resolution to each CLFC Common Shareholder who has filed a
Notice of Objection. A Notice of Resolution need not be sent to any CLFC Common
Shareholder who voted in favour of the Transaction Resolution or who has
withdrawn its Notice of Objection.
3.7 DEMAND FOR PAYMENT.
In order to maintain its status as a Dissenting Shareholder, a Dissenting
Shareholder must, within twenty days after receiving a Notice of Resolution or,
if the Dissenting Shareholder does not receive such notice, within
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twenty days after learning that the Transaction Resolution has been adopted,
send to CLFC a Demand for Payment containing:
(a) the Dissenting Shareholder's name and address;
(b) the number of CLFC Common Shares in respect of which it dissents; and
(c) a demand for payment in cash of an amount equal to the fair value of
such shares.
3.8 SENDING OF CERTIFICATE.
In order to maintain its status as a Dissenting Shareholder, a Dissenting
Shareholder must, within thirty days after sending a Demand for Payment pursuant
to section 3.7, send the Certificate(s) representing the CLFC Common Shares in
respect of which the Dissenting Shareholder dissents to Computershare.
3.9 WITHDRAWAL.
A Dissenting Shareholder shall, by sending notice to CLFC, have the right
to request the withdrawal of its Demand for Payment until the Automatic Exchange
Time. CLFC may, in its sole judgment, accept or reject any such request for
withdrawal of a Demand for Payment, and upon CLFC's acceptance thereof, such
withdrawal shall become effective.
A Dissenting Shareholder will cease to be a Dissenting Shareholder
immediately upon voting in favour of the Transaction Resolution and shall be
deemed to have withdrawn its Notice of Objection as of such time.
3.10 FORFEITURE OF DISSENT RIGHTS.
A Dissenting Shareholder who, in the sole judgment of CLFC and Lifeco,
fails to strictly comply with the terms of this Agreement, forfeits its right to
make a claim under this Agreement. CLFC and Lifeco may, in their sole judgment,
continue to treat shareholders who fail to comply with the terms of this
Agreement as Dissenting Shareholders in which case, payment to each such
Dissenting Shareholders shall only be made if Computershare has received all
Certificate(s) representing such Dissenting Shareholder's CLFC Common Shares.
3.11 ENDORSING CERTIFICATE.
CLFC shall cause Computershare to endorse on any Certificate received
under section 3.8 notice that the holder thereof is a Dissenting Shareholder
under this Agreement.
3.12 CERTIFICATES TO BE HELD BY COMPUTERSHARE.
Any Certificate(s) sent to Computershare in accordance with section 3.8
and endorsed by Computershare in accordance with section 3.11, together with any
certificates representing Exchangeable Shares to which a Dissenting Shareholder
may otherwise be entitled as a result of the completion of the Transaction,
shall be retained by Computershare on behalf of the Dissenting Shareholder until
the earliest of:
(a) the date on which the Dissenting Shareholder's request to withdraw
its Demand for Payment is accepted in accordance with section 3.9,
(b) the Automatic Exchange Time, and
(c) the date the Transaction is terminated in accordance with the
provisions of the Transaction Agreement,
in which event, either:
(x) in the circumstances described in (b), the Certificate(s)
representing such shareholder's CLFC Common Shares, together with any
certificates representing Exchangeable Shares to which the Dissenting
Shareholder may have been entitled as a result of the completion of
the Transaction, will be cancelled by Computershare and the
shareholder (or any transferee thereof in accordance with the terms
of this Agreement, provided that the Dissenting Shareholder provides
Computershare with satisfactory evidence of such transfer at least
one business day in advance of the delivery of such
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consideration) shall be entitled to receive the payment in cash in
the amount determined in accordance with the terms hereof,
(y) in the circumstances described in (a), the shareholder (or any
transferee thereof in accordance with the terms of this Agreement,
provided that the Dissenting Shareholder provides Computershare with
satisfactory evidence of such transfer at least one business day in
advance of the issuance) shall be entitled to participate in the
Transaction in accordance with the terms thereof as if such
shareholder had not dissented hereunder, or
(z) in the circumstances described in (c), replacement Certificate(s)
representing such shareholder's CLFC Common Shares will be issued by
Computershare to the shareholder (or to any transferee thereof in
accordance with the terms of this Agreement, provided that the
Dissenting Shareholder provides Computershare with satisfactory
evidence of such transfer at least one business day in advance of the
issuance).
3.13 SUSPENSION OF CLFC COMMON SHAREHOLDER RIGHTS.
On sending a Demand for Payment pursuant to section 3.7, a Dissenting
Shareholder ceases to have any rights as a shareholder of CLFC, or any rights to
become a shareholder of Lifeco as a result of the change of its CLFC Common
Shares into Exchangeable Shares and the transfer of such Exchangeable Shares to
Lifeco, other than its right to be paid in cash an amount equal to the fair
value of such CLFC Common Shares as determined under this Agreement, except
where:
(a) the Dissenting Shareholder's request to withdraw its Demand for
Payment is accepted in accordance with section 3.9, in which case the
Dissenting Shareholder's rights as a CLFC Common Shareholder are
reinstated as of the date the Demand for Payment was sent; or
(b) the Transaction is terminated in accordance with the provisions of
the Transaction Agreement, in which case the Dissenting Shareholder's
rights as a CLFC Common Shareholder are deemed to have been
reinstated as of the date the Demand for Payment was sent.
Without limiting the generality of the foregoing, on sending a Demand for
Payment, a Dissenting Shareholder shall not have the right in relation to the
CLFC Common Shares or the Exchangeable Shares into which CLFC Common Shares will
be changed as a result of the completion of the Transaction:
(x) to vote such shares;
(y) to receive any dividends or other distributions in respect of such
shares; or
(z) to transfer such shares, except pursuant to section 3.14 hereof.
3.14 TRANSFER OF SHARES.
A Dissenting Shareholder is not entitled to transfer those CLFC Common
Shares in respect of which it has exercised a Dissent Right or the Exchangeable
Shares into which such CLFC Common Shares will be changed as a result of the
completion of the Transaction, except prior to the Automatic Exchange Time and
only to a person who agrees in writing, in a manner satisfactory to CLFC and
Lifeco, acting reasonably, to be bound by the provisions of this Agreement.
3.15 OFFER TO PAY.
Lifeco shall, not later than seven days after the later of the Transaction
Date or the day CLFC received the Demand for Payment, send to each Dissenting
Shareholder who has sent such a demand an Offer to Pay. Every Offer to Pay shall
be on the same terms. An Offer to Pay may only be expressed as the amount of
cash in respect of each Exchangeable Share held by a Dissenting Shareholder at
the Automatic Exchange Time, and, for greater certainty, may not be expressed,
or be required to be expressed, in any other form of consideration. An Offer to
Pay will lapse if Lifeco does not receive an acceptance thereof from the
Dissenting Shareholder to which it was made within thirty days after the offer
has been made.
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3.16 PAYMENT.
Lifeco shall make payment in respect of Exchangeable Shares held by a
Dissenting Shareholder at the Automatic Exchange Time within ten days after an
Offer to Pay has been accepted by such shareholder.
3.17 APPOINTMENT OF ARBITRATOR.
If Lifeco fails to make an Offer to Pay, or if a Dissenting Shareholder
fails to accept an Offer to Pay, Lifeco may, within fifty days after the
Transaction Date apply to the Co-ordinator to appoint an Arbitrator who shall
fix in cash the fair value, as of the close of business on the business day
before the Transaction Resolution was adopted, of the CLFC Common Shares in
respect of which any Dissenting Shareholder has exercised a Dissent Right. If
Lifeco fails to apply to the Co-ordinator in accordance with the preceding
sentence, a Dissenting Shareholder may so apply for the same purpose within a
further period of twenty days.
ARTICLE 4
CONDUCT OF THE ARBITRATION
4.1 GOVERNING STATUTE.
The Arbitration conducted under this Agreement shall be governed by, and
conducted in accordance with, the provisions of the ARBITRATIONS ACT, 1991
(Ontario), unless the Arbitration is "international" as defined in the UNCITRAL
Model Law on International Commercial Arbitration, in which event the
INTERNATIONAL COMMERCIAL ARBITRATION ACT (Ontario) shall apply.
4.2 VENUE.
The Arbitration shall be conducted in Toronto, Ontario at a place to be
determined by the Arbitrator.
4.3 ARBITRATION PROCEDURES.
The Arbitrator shall determine the rules and procedures for the conduct of
the Arbitration, provided that such rules and procedures are not inconsistent
with the provisions of the ARBITRATIONS ACT, 1991 (Ontario), and provided
further that, to the extent reasonably practicable, the Arbitration is conducted
in a manner that is consistent with a proceeding in the Ontario Superior Court
of Justice (Commercial List) under section 190 of the CANADA BUSINESS
CORPORATIONS ACT.
4.4 NO SECURITY FOR COSTS.
Subject to section 4.10, each party to the Arbitration shall bear its own
costs of the Arbitration. A Dissenting Shareholder is not required to give
security for costs in connection with the appointment of the Arbitrator made
pursuant to section 3.17.
4.5 PARTIES TO ARBITRATION.
Upon the appointment of an Arbitrator pursuant to section 3.17,
(a) all Dissenting Shareholders who have not accepted an Offer to Pay
shall be joined as parties and shall be bound by the decision of the
Arbitrator; and
(b) Lifeco shall notify each affected Dissenting Shareholder of the date,
place and consequences of the application and of its right to appear
and be heard in person or by counsel.
4.6 POWERS OF ARBITRATOR.
The Arbitrator may determine whether any other person is a Dissenting
Shareholder who should be joined as a party to the Arbitration, and the
Arbitrator shall then fix the fair value in cash of the Dissenting Shareholders'
CLFC Common Shares in accordance with section 3.17.
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4.7 APPRAISERS.
The Arbitrator may in its discretion appoint one or more appraisers to
assist the Arbitrator in fixing the fair value in cash of the Dissenting
Shareholders' CLFC Common Shares.
4.8 FINAL ORDER.
The final order of the Arbitrator shall be rendered against Lifeco in
favour of each Dissenting Shareholder who is a party to the Arbitration and
shall be expressed as an amount of cash in respect of each affected Exchangeable
Share which cash amount shall be determined on the basis of the fair value of
each affected CLFC Common Share as of the close of business on the business day
before the Transaction Resolution was adopted. The making of the final order by
the Arbitrator shall constitute a deemed offer by Lifeco to pay each Dissenting
Shareholder who is a party to the Arbitration the Arbitrator's awarded cash
amount (including amounts permitted under section 4.9) and such Dissenting
Shareholder's deemed acceptance thereof.
4.9 ADDITIONAL AMOUNT.
In addition to fixing the amount in section 4.8, the Arbitrator may, in
its discretion, allow a reasonable rate of interest to be paid on the amount
payable to Dissenting Shareholders party to the Arbitration to take into account
the time between the Transaction Date and the date of payment.
4.10 MISCELLANEOUS
The final order of the Arbitrator made pursuant to section 4.8 shall be
final and binding on all parties and shall not be subject to appeal on any issue
of fact or law by any party.
The Arbitrator may award the costs of the Arbitration having regard to the
factors enumerated in Rule 57.01 of the ONTARIO RULES OF CIVIL PROCEDURE. The
costs of the Arbitration shall consist of the parties' legal expenses, the fees
and expense of the Arbitration and any other expenses related to the
Arbitration. If (i) a party to the Arbitration makes an offer to another party
to settle the dispute (which offer takes the form of an offer to pay or accept
an amount of cash), (ii) the offer is not accepted and (iii) the Arbitrator's
award is not more favourable to the second-named party than was the offer, then
the Arbitrator may take such facts into account in awarding costs in respect of
the period from the making of the offer to the making of the award.
ARTICLE 5
GENERAL PROVISIONS
5.1 NATURE OF CONSIDERATION.
Notwithstanding anything to the contrary contained in this Agreement, a
Dissenting Shareholder shall only be entitled to receive cash as payment in
respect of its Exchangeable Shares.
5.2 NOTICES.
Any notice, communication, application or demand (a "Notice") required or
permitted to be given or made hereunder shall be sufficiently given or made for
all purposes if (i) delivered personally to the person to whom the Notice is
directed, (ii) sent by registered mail, postage prepaid, or (iii) transmitted by
facsimile, in each case to the addresses set out below:
if to CLFC:
Canada Life Financial Corporation
330 University Avenue
Toronto, Ontario
M5G 1R8
Attention: Senior Vice President and General Counsel
Telephone: 416.597.1440
Facsimile: 416.597.1940
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with a copy to:
McCarthy Tetrault LLP
Suite 4700
Toronto Dominion Tower
Toronto-Dominion Centre
Toronto, Ontario
M5R 1E6
Attention: Garth M. Girvan
Telephone: 416.362.1812
Facsimile: 416.868.0673
if to Lifeco:
Great-West Lifeco Inc.
100 Osborne Street North
Winnipeg, Manitoba
R3C 3A5
Attention: Vice President, Counsel and Secretary, Canada
Telephone: 204.946.1190
Facsimile: 204.946.4129
with a copy to:
Blake, Cassels & Graydon LLP
Box 25, Commerce Court West
199 Bay Street
Toronto, Ontario
M5L 1A9
Attention: J. David A. Jackson
Telephone: 416.863.2400
Facsimile: 416.863.2653
if to a Dissenting Shareholder, to the most recent address of such CLFC Common
Shareholder as is maintained in the books and records of Computershare;
if to Computershare:
Computershare Trust Company of Canada
100 University Avenue
11th Floor
Toronto, Ontario
M5J 2Y1
Attention: Investor Services
Facsimile: 416.981.9800
if to the Arbitrator:
c/o Co-ordinator
ADR Chambers: An Alternative Dispute Resolution Group
48 Yonge Street
Suite 1100
Toronto, Ontario
M5E IG6
Facsimile: 416.362.8825
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All such Notices shall be deemed to have been received on the date when
delivered personally or when transmitted by facsimile or electronic means, or,
if sent by prepaid registered mail, three business days following the date that
the Notice is mailed. Notice of a change of address will also be governed by
this section 5.2.
5.3 SEVERABILITY.
Each of the provisions of this Agreement is distinct and severable, and,
accordingly, if any provision of this Agreement is determined to be invalid,
void or unenforceable in whole or in part, such determination shall not affect,
or be deemed to affect, the validity or enforceability of any other provision of
this Agreement.
5.4 ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties
respecting the subject matter hereof. There are no representations, warranties,
covenants or agreements with respect to the subject matter hereof except as
expressly set forth in this Agreement.
5.5 WAIVER.
No waiver of any provision of this Agreement will constitute a waiver of
any other provision, nor will any such waiver constitute a continuing waiver.
5.6 NO ASSIGNMENT.
This Agreement, including the rights and benefits hereunder, may not be
assigned in whole or in part by the parties hereto to any other person, except
as expressly permitted in respect of a Dissenting Shareholder pursuant to
section 3.14.
5.7 ENUREMENT.
This Agreement shall enure to the benefit of and shall be binding on the
parties hereto and their respective successors, heirs, executors or personal
representatives.
5.8 TIME OF ESSENCE.
Time is of the essence in this Agreement.
5.9 GOVERNING LAW.
This Agreement shall be governed in all respects by the laws of the
Province of Ontario and the federal laws of Canada applicable therein.
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IN WITNESS WHEREOF CLFC and Lifeco have executed this Agreement as of the
date above written.
<Table>
CANADA LIFE FINANCIAL CORPORATION
by: DAVID A. NIELD
--------------------------------------------
Name: David A. Nield
Title: Chairman and Chief Executive Officer
by: ANDREW D. BRANDS
--------------------------------------------
Name: Andrew D. Brands
Title: Senior Vice-President and General
Counsel
GREAT-WEST LIFECO INC.
by: RAYMOND L. MCFEETORS
--------------------------------------------
Name: Raymond L. McFeetors
Title: Co-President and Chief Executive
Officer
by: SHEILA WAGAR
--------------------------------------------
Name: Sheila Wagar
Title: Vice-President, Counsel & Secretary,
Canada
</Table>
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