Power Financial 9 Item 5.2 Development of the Business Over the Last Three Years 9 Item 6 Narrative Description of the Business 12 Item 6.1 Great-West Lifeco Inc
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2019 Annual Information Form March 24, 2020 P O W E R FINANCIAL CORPORATION > 2019 ANNUAL INFORMAT I O N F O R M 2 TABLE OF CONTENTS Item 1 General Information 3 Item 2 Documents Incorporated by Reference 4 Item 3 Forward-Looking Information 5 Item 4 Corporate Structure 6 Item 4.1 Incorporation 6 Item 4.2 Intercorporate relationships 7 Item 5 General Development of the Business 9 Item 5.1 Business of Power Financial 9 Item 5.2 Development of the business over the last three years 9 Item 6 Narrative Description of the Business 12 Item 6.1 Great-West Lifeco Inc. 12 Item 6.2 IGM Financial Inc. 13 Item 6.3 The Pargesa Group 13 Item 6.4 Fintech investments 16 Item 7 Risk Factors 18 Item 8 Description of the Share Capital 20 Item 8.1 General 20 Item 8.2 Common Shares 20 Item 8.3 First Preferred Shares 21 Item 8.4 Second Preferred Shares 23 Item 9 Ratings 24 Item 10 Dividends 27 Item 11 Market for Securities 28 Item 12 Directors and Officers 31 Item 12.1 Directors 31 Item 12.2 Executive and other officers 32 Item 13 Voting Securities 33 Item 14 Interests of Management and Others in Material Transactions 34 Item 15 Material Contracts 34 Item 16 Transfer Agent 34 Item 17 Experts 35 Item 18 Additional Information 35 P O W E R FINANCIAL CORPORATION > 2019 ANNUAL INFORMAT I O N F O R M 3 ITEM 1 GENERAL INFORMATION Item 1 The following abbreviations have been used throughout this Annual Information Form: – General Information General Name in full Abbreviation Annual Information Form of Great-West Lifeco Inc., Lifeco’s Annual Information Form dated February 12, 2020 Annual Information Form of IGM Financial Inc., IGM Financial’s Annual Information Form dated March 19, 2020 The Canada Life Assurance Company[1] Canada Life Canada Life Financial Corporation[1] CLFC Frère-Bourgeois / Compagnie Nationale à Portefeuille Frère group Great-West Life & Annuity Insurance Company Empower Retirement The Great-West Life Assurance Company[1] Great-West Life Great-West Lifeco Inc. Lifeco Groupe Bruxelles Lambert GBL IGM Financial Inc. IGM Financial Investment Planning Counsel Inc. Investment Planning Counsel Investors Group Inc. IG Wealth Management Irish Life Group Limited Irish Life KOHO Financial Inc. Koho London Life Insurance Company[1] London Life London Insurance Group Inc.[1] London Insurance Mackenzie Financial Corporation Mackenzie Investments Management’s Discussion and Analysis Power Financial’s MD&A of Power Financial Corporation, dated March 18, 2020 Pansolo Holding Inc. Pansolo Pargesa Holding SA Pargesa Parjointco N.V. Parjointco Parques Reunidos Servicios Centrales, S.A. Parques Portag3 Ventures Limited Partnership Portag3 Ventures Fund I Portag3 Ventures II Limited Partnership Portag3 Ventures Fund II Power Corporation of Canada Power Power Financial Corporation Power Financial or the Corporation Power Financial Europe B.V. PFE Putnam Investments, LLC Putnam Sagard Holdings ULC Sagard Holdings Wealthsimple Financial Corp. Wealthsimple [1] Effective January 1, 2020, Great-West Life, London Life, Canada Life and their holding companies, CLFC and London Insurance, amalgamated into one single life insurance company – The Canada Life Assurance Company. P O W E R FINANCIAL CORPORATION > 2019 ANNUAL INFORMAT I O N F O R M 4 ITEM 2 DOCUMENTS INCORPORATED BY REFERENCE 2 Item The following documents are incorporated herein by reference to the extent specified herein: – Documents Incorporated by Reference by Incorporated Documents ˃ Certain portions of Lifeco’s Annual Information Form; and ˃ Certain portions of IGM Financial’s Annual Information Form. The above documents have been prepared by Lifeco and IGM Financial, respectively, and are available on SEDAR under their respective company profiles at www.sedar.com. In addition, certain portions of Power Financial’s MD&A and the material change report of the Corporation dated December 18, 2019 are incorporated herein by reference to the extent specified herein. Power Financial’s MD&A and the foregoing material change report are available on SEDAR under the Corporation’s profile at www.sedar.com. P O W E R FINANCIAL CORPORATION > 2019 ANNUAL INFORMAT I O N F O R M 5 ITEM 3 FORWARD-LOOKING INFORMATION Item 3 Certain statements in this Annual Information Form, other than statements of historical fact, are forward-looking – statements based on certain assumptions and reflect the Corporation’s current expectations, or with respect to disclosure Forward regarding the Corporation’s public subsidiaries, reflect such subsidiaries’ disclosed current expectations. Forward-looking statements are provided for the purposes of assisting the reader in understanding the Corporation and its business, - Looking Information Looking operations, prospects and risks at a point in time in the context of historical and possible future developments, and the reader is cautioned that such statements may not be appropriate for other purposes. These statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the Corporation and its subsidiaries including the fintech strategy, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, the intended effects of the Reorganization (as defined herein) and the proposed redemption by the Corporation and Power of certain classes of their First Preferred Shares. Forward- looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, “seeks”, “intends”, “targets”, “projects”, “forecasts” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, many of which are beyond the Corporation’s and its subsidiaries’ control, affect the operations, performance and results of the Corporation and its subsidiaries and their businesses, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to: the impact or unanticipated impact of general economic, political and market factors in North America and internationally, fluctuations in interest rates, inflation and foreign exchange rates, monetary policies, business investment and the health of local and global equity and capital markets, management of market liquidity and funding risks, risks related to investments in private companies and illiquid securities, risks associated with financial instruments, changes in accounting policies and methods used to report financial condition (including uncertainties associated with significant judgments, estimates and assumptions), the effect of applying future accounting changes, business competition, operational and reputational risks, technological changes, cybersecurity risks, changes in government regulation and legislation, changes in tax laws, unexpected judicial or regulatory proceedings, catastrophic events, manmade disasters, terrorist attacks, wars and other conflicts, or an outbreak of a public health pandemic or other public health crises, the Corporation’s and its subsidiaries’ ability to complete strategic transactions, integrate acquisitions and implement other growth strategies, and the Corporation’s and its subsidiaries’ success in anticipating and managing the foregoing factors. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances, including the availability of cash to redeem First Preferred Shares and that the list of factors in the previous paragraph, collectively, are not expected to have a material impact on the Corporation and its subsidiaries. While the Corporation considers these assumptions to be reasonable based on information currently available to management, they may prove to be incorrect. Other than as specifically required by applicable Canadian law, the Corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise. Additional information about the risks and uncertainties of the Corporation’s business and material factors or assumptions on which information contained in forward‐looking statements is based is provided in its disclosure materials, including this Annual Information Form and Power Financial’s MD&A,