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
Item 1 – General Information
3
, amalgamated I O N F O R M
and London Insurance
LFC
C
2019 ANNUAL INFORMAT
>
s MD&A s ’
s Annual Information Form Form Information Annual s
’
CORPORATION
. s Annual Information Form Form Information Annual s West Life ’
-
Irish Life Koho Life London Insurance London Investments Mackenzie Financial Power Pansolo Pargesa Parjointco Parques I Fund Ventures Portag3 II Fund Ventures Portag3 Power Corporation the or Financial Power PFE Putnam Sagard Holdings Wealthsimple Abbreviation Lifeco Financial IGM Life Canada CLFC group Frère Retirement Empower Great Lifeco GBL Financial IGM Counsel Planning Investment Management IG Wealth Company and their holding companies,
FINANCIAL
P O W E R
20 Canada Life
, , 20,
8 1
] [1
London Life March March
1] [ The Canada Life Assurance
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West Lifeco Inc., West Lifeco ] - [1
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company
INFORMATION
Inc. Great
20
Limited Partnership Limited 20 , 20 ,
life insurance 12 , 20,
9 s Discussion and Analysis and Analysis s Discussion ’ GENERAL January 1, 2020, single single West Life Assurance Company Assurance Life West
-
one Financial Inc. Financial February February 1 March
West Life & Annuity Insurance Company Annuity Insurance & West Life Inc. West Lifeco Bourgeois / Compagnie Nationale à Portefeuille Nationale Compagnie / Bourgeois - - - Effective into
Wealthsimple Financial Corp. Financial Wealthsimple Power Financial Europe B.V. Europe Financial Power LLC Investments, Putnam ULC Sagard Holdings Portag3 Ventures II II Ventures Portag3 Canada of Corporation Power Corporation Financial Power Parques Reunidos Servicios Centrales, S.A. Centrales, Servicios Parques Reunidos Partnership Limited Ventures Portag3 Pansolo Holding Inc. Holding Pansolo SA Pargesa Holding N.V. Parjointco Mackenzie Financial Corporation Corporation Mackenzie Financial Management dated Corporation, ofFinancial Power KOHO Company Insurance Life London Group Insurance London Investors Group Inc. Group Investors Limited Group Irish Life Groupe Bruxelles Lambert Lambert Groupe Bruxelles Inc. Financial IGM Inc. Counsel Planning Investment Great The Great Great Canada Life Financial Corporation Financial Life Canada Frère Annual Information Form of IGM Financial Inc., Inc., Financial IGM of Form Information Annual dated Company Assurance The Life Canada Name in full in Name Great of Form Information Annual dated
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ITEM 1 Form: Information Annual this throughout used been have abbreviations The following
Item 2 – Documents Incorporated by Reference
4
and and the
. I O N F O R M s MD&A ’
www.sedar.com 2019 ANNUAL INFORMAT >
s profile at profile s ’
material material change report of the Corporation dated CORPORATION
the the and and FINANCIAL
P O W E R . ED BY REFERENCE s s MD&A ’ s Annual Information Form. Information Annual s ’ available on SEDAR under the Corporation under the SEDAR on available
www.sedar.com s Annual Information Form; and Form; Information Annual s ’ are are incorporated herein by reference to the extent specified herein. Power Financial
DOCUMENTS INCORPORAT 18, 2019
Certain portions of IGM Financial IGM of portions Certain Certain portions of Lifeco of portions Certain
˃ ˃
In addition, certain portions of Power December Financial are report change material foregoing The above documents have been prepared by Lifeco and IGM Financial, respectively, and are available on SEDAR under at profiles company their respective ITEM 2 herein: specified extent the to reference by herein incorporated are documents The following
Item 3 – Forward-Looking Information
, ’ , - ” ” 5 s, te te that that will
“
, ” looking looking looking Looking Looking - - and and the - projects Forward ctuations ctuations “
. , may ” “ I O N F O R M Forward “ targets “ strategies, , s and its subsidiaries aterially aterially from current ” ’ o be reasonable based based reasonable be o
chieved. A variety of factors, ofvariety A chieved. factors,
al or specific al or and which specific give intends “ future future developments, and the ilability ilability of cash to redeem First , ” First First Preferred Shares 2019 ANNUAL INFORMAT their their seeks the the Corporation “
the the ava , >
, ” looking statements is based upon certain certain upon based is statements looking - s business and material factors or assumptions assumptions or factors material and business s ’ isclosed isclosed current expectations. Forward d
the outlook for North American and international international and American North for outlook the ’ estimates “ s Annual Information Form and ’ s current expectations, or with respect to disclosure orto disclosure respect with expectations, s current ’ , CORPORATION ”
manmade manmade disasters, terrorist attacks, wars and other on on or making a forecast or projection, including certain certain classes of f control, affect the operations, performance and results of of results and performance operations, the affect control,
than than statements of historical fact, are forward ’ o
as well as as well as of Lifeco believes the intended effects of the Reorganization (as defined herein) herein) defined (as Reorganization the of effects intended the
“ ” , , filed with the securities regulatory authorities in Canada and FINANCIAL , ” plans P O W E R General “ and and Power “ s MD&A ’ , ” other factors, uncertainties and potential events carefully and not to put
s and its subsidiaries its and s entitled entitled ’ uncertainties of the Corporation the of uncertainties INFORMATION anticipates “ , oceedings, oceedings, catastrophic events, ” success in anticipating and managing the foregoing factors. foregoing the managing and in anticipating success
ect events or circumstances after the date on which such statement is made, or to reflect reflect to or made, is statement such which on date the after circumstances or events ect ’ including the fintech strategy, strategy, fintech the including
s Annual Information Form are incorporated herein by reference. herein incorporated are Form Information s Annual
’ expects . . . The sections LOOKING “ ” - looking statements. Information contained in forward in contained Information statements. looking s public subsidiaries, reflect such subsidiaries ’ - could that that the list of factors in the previous paragraph, collectively, are not expected to have a material “ effect effect of applying future accounting changes, business operational competition, and reputational risks,
and and and and
” s s perceptions of historical trends, current conditions and expected future developments, as well as other ’ of IGM Financial IGM of FORWARD www.sedar.com s and subsidiaries its s and
or the current fiscal year and subsequent periods subsequent and year fiscal current the or ’ ” or negative versions thereof and other similar expressions, or future or conditional verbs such as
would ”
“ proposed proposed redemption by the Corporation looking statement to refl to statement looking , - ” the the forecasts should Statements on on which information contained in forward‐looking statements is based is provided in its disclosure materials, including this Annual Information Form and Power Financial available at the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise. or results, or events future ofinformation, new result a as whether events, unanticipated of the occurrence and risks the about information Additional on information currently available to management, they may prove to be incorrect. to be prove may they management, to available currently on information Other than as specifically required by applicable Canadian law, the Corporation undertakes no obligation to update any forward considerations considerations that are believed to be appropriate in the circumstances, including Preferred Shares t assumptions these considers Corporation the While subsidiaries. its and Corporation the on impact undue reliance on forward on reliance undue material assumptions that were management applied in drawing a conclusi Corporation The reader is cautioned to consider these and unexpected judicial or regulatory pr conflicts, or an outbreak of a public health pandemic or other public health crises ability to complete strategic transactions, integrate acquisitions and implement other growth used used to report financial assumptions), the condition (including uncertainties associated technological with changes, cybersecurity significant risks, judgments, changes estimates in government and regulation and legislation, changes in tax laws, in in interest rates, inflation and foreign exchange rates, monetary policies, business investment and the health of local and priva in investments to related risks risks, funding and liquidity market of management markets, capital and equity global methods and policies accounting in changes instruments, financial with associated risks securities, illiquid and companies the the Corporation and its subsidiaries and their businesses, and could cause actual results to differ m expectations of estimated or anticipated events or results. These factors include, but flu internationally, and America in North market factors and political economic, of are general impact unanticipated not limited to: the impact or rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, accurate, be to prove not will conclusions or projections predictions, forecasts, expectations, that possibility the rise to be a will not and priorities goals strategic and that objectives, be correct may assumptions not Corporation the beyond are which many of “ “ gener be By that may is subject to and uncertainties inherent risks information its this nature, and and looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as performance, performance, prospects, opportunities, priorities, subsidiaries its and Corporation targets, goals, ongoing objectives, f economies strategies and outlook of the operations, operations, prospects and risks at a point in time in the context of historical and possible reader is cautioned that such statements may not be appropriate for without other purposes. limitation, These statements may statements include, regarding the operations, business, financial condition, expected financial result statements based on certain assumptions and reflect the Corporation and reflect the assumptions on basedcertain statements regarding the Corporation statements are provided for the purposes of assisting the reader in understanding the Corporation and its business, ITEM 3 Certain statements in this Annual Information Form, other
Item 4 – Corporate Structure
I
L F 6 E K
D H
Act
2J3.
2Y H
I O N F O R M Québec Québec
Cumulative Cumulative Floating Rate First -
Cumulative Cumulative First Preferred Shares, Cumulative Cumulative First Preferred Shares, Cumulative Cumulative First Preferred Shares, Canada Business Corporations Business Canada - - - been redeemed; redeemed; been
2019 ANNUAL INFORMAT Year Rate Reset First Preferred Shares, Shares, Preferred First Reset Rate Year - >
one basis; basis; one - Cumulative Cumulative Floating Rate First Preferred - Cumulative First Preferred Shares, Series Shares, Preferred First Cumulative Cumulative Cumulative First Preferred Shares, Series - one basis; basis; one Cumulative Cumulative First Preferred Shares, Series Cumulative Cumulative First Preferred Shares, Series for Cumulative Cumulative First Preferred Shares, Series ------Cumulative Cumulative First Preferred Shares, Series Cumulative Cumulative First Preferred Shares, Series one basis; one basis; - - - for - for -
); irectors from 18 to 20; 18 to from irectors Cumulative 5 Cumulative ” CORPORATION -
D 80 80 per cent Non which have have since which .80 .80 per cent Non all of of all
, FINANCIAL
) and an unlimited number of Non
” ); ); P O W E R ” ); ” ”
); ); ); );
); ); ); ); ); ); ); ); ” ” ” ” ); ” ” ” Series Q First Preferred Shares Preferred First Q Series “ e to to create 6,000,000 5.90 per cent Non STRUCTURE Corporation Financière Power was continued under the the under continued was Power Financière Corporation
— referred Shares referred Cumulative First Preferred Shares Preferred First Cumulative
- Series Series P First Preferred Shares Series O First Preferred Shares Preferred First Series O Series R First Preferred Shares Preferred R First Series “ Series S First Preferred FirstShares S Preferred Series “ “ “ R (the R (the S (the O (the (the O ve September 30, 2005, to create 10,000,000 4.95 per cent Non cent per 4.95 10,000,000 create to 2005, 30, September ve
Series K First Preferred Shares Preferred K First Series Shares Preferred L First Series Series P H First Series Shares Preferred First I Series Series E First Preferred Shares E Preferred First Series Shares Preferred First F Series Series D First Preferred Shares Preferred D First Series “ “ “ “ “ “ “
CORPORATE Incorporation fective July 9, 1998, to subdivide the Common Shares on a two on Common Shares the subdivide to 1998, 9, July fective
the
Series effective February 25, 2013, to create up to 12,000,000 4 Series effective June 22, 2010, to create an unlimited number of Non of number unlimited an create to 2010, 22, June effective Series P (the (th Q Series Preferred Shares, effective February 16, 2012, to create up to 10,000,000 5.50 per cent Non effective effective November 25, 2008, to create an unlimited number of Non outstanding); which are of (none N Shares, Series effective October 7, 2009, to create up to 10,000,000 Series 5. of number the maximum increase to 2010, May14, effective effecti (the effective July 28, 2006, to create ( 8,000,000 5.10 per cent Non (the effective March 7, 2003, to create 8,000,000 (the 6.00 per cent Non a two on Shares Common the subdivide 2004, to 23, effective July effective effective November 22, 2001, to create 8,000,000 5.25 per cent Non (the effective July 10, 2002, (the effective December 4, 2002, to create 6,000,000 5.75 per cent Non effective January 10, 1997, to subdivide the Common Shares on a two on Shares Common the subdivide to 10, 1997, effective January effective December 11, 1997, to create 6,000,000 5.50 per cent Non (the ef effective effective August 17, 1993, October 14, 1997, March 7, 2003 and November 25, 2008, to create Series B, C, J and M Non of respectively ) on December 4, 1986. Its head and registered office is located at 751 Victoria Square, Montréal, Square, Victoria at 751 is located office registered and head Its 4, 1986. December on ) ”
˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ CBCA “
The Articles of the Corporation were amended as follows: as amended were Corporation of the The Articles Power Financial Corporation Corporation Financial Power ( ITEM 4 4.1 Item
Item 4 – Corporate Structure
y 7 V
per per
s s Annual ’ , including 9
I O N F O R M . The subsidiaries ] a [ Cumulative Cumulative Floating Rate of of IGM Financial -
filed with the Canadian securities Canadian the with filed ”
9 First First Preferred Shares, Series Year Year Rate Reset First Preferred
- by way of a plan of arrangement of plan a of way by 1, 201 1, 3 General “ 2019 ANNUAL INFORMAT have have been omitted
>
9 of the consolidated assets and revenue of of revenue and assets consolidated the of
Cumulative - Cumulative Cumulative 5 - ) (none of which are outstanding); outstanding); are which of ) (none
” per cent per
(as defined herein) herein) defined (as
CORPORATION
s website. ’ s s corporate structure as at December 31, 201 ’ ) ) and an unlimited number of Non ” FINANCIAL less than 20 than less eorganization
R s s Annual Information Form and ’ P O W E R the the
rred rred Shares and on and the Corporation
significantly significantly
. ; and Series U First Preferred Shares Preferred U First Series of of Lifeco ) “ ”
” ips . The chart also omits certain subsidiaries whose primary role is to hold investments investments hold to is role primary whose subsidiaries certain omits also chart The .
implement 9 201
www.sedar.com rrangement A
elationsh Series Series T First Prefe “ , 2020, to to 2020, , 13 s s consolidated assets or revenues as at December 31, 201 s annual consolidated financial statements for the fiscal year ended December ended year fiscal the for statements financial consolidated annual s ’ ’ Corporate Corporate Structure rticles of rticles “ A the the
ing ing securities beneficially owned, or over which control or direction is exercised, directly or indirectly, by Corporation Series V First Preferred Shares Preferred First V Series “ Intercorporater
(the February effective by filing effective effective December 6, 2013, to create an unlimited number of Non Shares, Series T (the U (the Series Shares, First Preferred effective May 23, 2017, to create up to 10,000,000 5.15 per cent Non
of the Corporation
˃ ˃ ˃ rmation Form are incorporated herein by reference. by herein incorporated are Form rmation articipating equity securities beneficially owned, or over which control or direction is exercised, directly or indirectly, b indirectly, or directly exercised, is direction or control which over or owned, beneficially securities equity articipating Based on the on Based regulators and which are available at
] a [
Info in other subsidiaries of the Corporation. of the subsidiaries in other The sections entitled cent group, a as represent, omitted been that have 31, December at as Corporation the Power Power Financial (unless otherwise indicated, such percentages also attached represent to vot the approximate percentages of votes Power Financial) as at that date. Certain subsidiaries whose total assets or revenues did not represent more than 10 interests interests in its material and certain other subsidiaries and investee percentages and the approximate companies. in Canada) incorporated were companies all indicated, otherwise (unless incorporation The chart sets forth the jurisdiction of p of Item 4.2 Item The chart on the following page summarizes Power Financial
Item 4 – Corporate Structure
9 8
in in , a 6. per
Life
control of
West - The Pargesa
– o least 90 at per cent and 4 Great I O N F O R M
de facto equity interest oposed transaction,oposed 8 . ities of Lifeco. Power
voting rights GBL’sat
6 - 1 per cent of equity securities equity of cent per
1 ed ed by Parjointco under which a a wholly owned subsidiary of the respectively.
,
. each and 18.5 per cent 2.3 per cent are owned by 3411893 Canada3411893 by owned are cent per 2.3
per centper
d per cent are owned by 3411893 Canada Inc.,
2019 ANNUAL INFORMAT an
> 3.1 85.3
and Narrative Description of the Business per cent
“ and Parjointco is expected to retain
”) , 18.5 a subsidiarya of Power SIX
, “ per cent and
9 CORPORATION
4. the (
per per cent
ty securities of IGM Financial (excluding 0.0 (excludingFinancial IGM of securities ty per centper of the votes attached to all voting securities of IGM Financial.
0 . and their holding companies, CLFC and London Insurance, amalgamated 63.0
FINANCIAL 6 a a wholly owned subsidiary of the Corporation. In addition, Sagard Holdings
each P O W E R per cent are owned by 4400003 Canada Inc.,
Canada Life 2
Swiss Stock Exchange , ly described in the section entitled
is managedis by
respectively hold in its segregated funds or for similar purposes). Power Financial and its subsidiaries own, in the London Life The Canada Life Assurance Company.
– Life per cent of the participating equiparticipating the of cent per re attached approximately 6
9 West West Life, -
- company
per cent interest in Wealthsimple, and Portag3 Ventures Fund I and IGM Financial also hold
2 Great . 1 ries own, in the aggregate, voting securities to which are attached approximately 65.0 per cent of the votes attached Portag3 Ventures Fund I
2 rest. I.
Parjointco and Pargesa announced an agreement for a proposed transaction that would simplify the group structure.groupproposed perwouldPargesaAs transaction announcedthe agreement Parjointcofor ansimplifya that and
, Fund
, Lifeco and IGM Financial life insurance
voting inte voting interest.
single Ventures
of this Annual Information Form.
” of Pargesa’s total voting rights it conditional is and GBLupon shareholders approving implementationthe of double per per cent of the participating equity securities of Lifeco are owned by the Corporation per cent of the participating equity securities of IGM Financial are owned by the Corporation the by owned are Financial IGM of securities equity participating the of cent per
one
and 0.9 per cent are owned by 4400003 Canada Inc.,
per cent are owned by 3439453 Canada Inc. and 3.
9 8 . 3 GBL. The proposed transaction will subjectbe Parjointco to holding or receivedhaving shareholder acceptances with respect t cent Extraordinary Shareholders Meeting be to held on April 2020.28, Certain companies in the Pargesa group are more ful Group Effective January 1, 2020, Great into 75.4 cent per 202011,March On the agreement, a public exchange offer will be initiated by Parjointcoprhold. they Following Pargesasharebearereach the for GBL of shares receive0.93 entitled to shareholders will Pargesabe for all Pargesa shares not already own it is anticipated that Pargesa will be delisted from the Power Financial Portag3 Power Financial holds a centper interests, respectively, for an aggregate equity and voting interest of 8 100 cent per Financial and its subsidia all votingto securities of Lifeco. 58. Inc. 3. owns Corporation, the of subsidiary of IGM Financial held by aggregate, voting securities whichto a 5 6.8 Corporation. In addition, IGM Financial, a subsidiary of the Corporation, owns 4.0 per cent of the participating equity secur
[9] [7] [8] [5] [6] [4] [3] [2] [1]
Item 5 – General Development of the Business
9 per per
1.2 3 of its diluted diluted 2 - financial financial
and and asset
employees employees
dedicated to to dedicated per cent of the the of cent per 00 I O N F O R M
4 Development Development of 9 on a non a on
. “
0 28, Development Development of the
– hares ith the Reorganization uity and voting interests interests voting and uity S The substantial issuer bid bid issuer substantial The
position to fund future growth growth future fund to position ommon ommon for cancellation 49,999,97 , an investment fund fund an investment , C approximately 7 approximately cial, cial, together with Lifeco and IGM invested in Wealthsimple, a Wealthsimple, in invested 2019 ANNUAL INFORMAT (as (as defined below) and, among other
> Fund II, its second fintech venture fund fund venture fintech second its II, Fund
has has
. Pursuant to Pursuant the (or bid, 42,436,370 9.1 per Europe. Europe. These European investments are
, , Power Financial, Lifeco and IGM Financial
9 hare.
S and and purchased Recent developments regarding the Corporation’s Corporation’s the regarding developments Recent s Annual Information Form and
’ ion Form are incorporated herein by reference. herein incorporated are Form ion CORPORATION 0.0 0.0 per cent interest in Parjointco, which held, as at ears
Reorganization IGM Financial. IGM
second of second quarter 2017, transferred the Financial Power ommon ommon C of of Lifeco , Power Financial also controlled, directly and indirectly, sector. technology global financial the
” 9 formed by Power Finan FINANCIAL . In the the the redemption of an aggregate of $350 million of certain classes
P O W E R s Annual Informat Annual s global global companies based in ’ that that was
substantial substantial issuer bid OF THE BUSINESS enting enting approximately 65.0 per cent of the voting rights attached to all the
a a portfolio of specific verticals within verticals specific , GBL, a Belgian holding company. holding Belgian a GBL, ,
, Power Financial controlled, directly and indirectly, indirectly, and directly controlled, Financial Power , of IGM Financial IGM of completed completed a
Europe” of this Annual Information Form. Information Annual this of Europe” 9 ”
- ears , at , a purchase price of per $33.00 per per cent, respectively. As at December 31, 201 y per cent equity interest in Wealthsimple, representing an aggregate eq aggregate an representing Wealthsimple, in interest equity cent per
31, 31, 2019, Power Financial, Portag3 Ventures Fund I and IGM Financial respectively held
, , Power Financial and its subsidiaries had, in aggregate, approximately
undertake undertake further initiatives to benefit shareholders in conjunction w Lifeco Lifeco and IGM Financial are leaders across the insurance, asset management, and wealth and 9 in in Canada, the United and States Europe. Power owns Financial a controlling interest in each of 9
. 6. international international management and holding company with interests in financial services 85.3 hree hree General General Development of the Business “ t n completion completion of the Reorganization, per cent of the outstanding common shares shares of common outstanding of the cent per
owned owned subsidiary, PFE, the Corporation holds a 5 , a 55.5 per cent equity interest, representing 75.4 per cent of the voting rights, in Pargesa, a holding ast ast 9 l repurchase
6.0
Development of the businessthelastover three y GENERAL DEVELOPMENT Businessof PowerFinancial hares, representing approximately 7.0 per cent of its issued and outstanding outstanding and issued its of cent per 7.0 approximately representing hares, following S per cent and 4 and cent per
. As at December
per per cent and 8 .
6 2016, Power Financial, through a wholly owned subsidiary and IGM Financial, Financial, IGM and subsidiary owned wholly a through Financial, Power 2016, 9 ay 26, 2017, Power Financial issued 10,000,000 Series V First Preferred Shares, priced at $25.00 per share, to annually annually to share, per $25.00 at priced Shares, Preferred First V Series 10,000,000 issued Financial Power 2017, 26, ay
1 4. ommon ommon usiness over the usiness over the including, including, opportunities. opportunities. On December 13, 2019, the Corporation and Power announced the things, Power’s intent to cent) of the Common Shares beneficially owned by Power were repurchased by Power Financial. Financial. Power by repurchased were Power by owned beneficially Shares Common the of cent) capital strong a maintaining while shareholders to capital return to Corporation the allowed On On April 17, 2019, Power Financial C basis prior to the On October 30, 2018, Portag3 Ventures announced the launch of Portag3 Ventures Ventures Portag3 of launch the announced Ventures Portag3 2018, 30, October On in investments stage early focused on On M On million. $250 of proceeds gross cent, for yield per 5.15 cent, cent, of 8 I. Fund Ventures in Portag3 interest equity cent per and 18.5 cent per 18.5 cent, per 63.0 held respectively equity interest in Wealthsimple it had acquired prior to 2017 to Portag3 Ventures Fund Fund I Ventures to Portag3 2017 to prior it acquired had in Wealthsimple interest equity backing innovative financial services companies Financial NORTH AMERICA Since technology in operating investing company services digital The sections entitled Years Three Last the Over Business approximately 6 approximately 5.2 Item worldwide. As at December 31, 201 31, December at As worldwide. outstanding common shares of Lifeco, repres outstanding Lifeco voting shares. As at December 31, 201 Power Financial has also, in recent years, implemented an active fintech strategy active fintech an implemented years, in also, recent has Financial Power As at December 31, 201 interest interest in Pargesa are described in the section entitled “General Development of b the Business December 31, 201 company with significant interests in subsidiary its through Pargesa by held retirement business sectors in their principal markets: Canada, the United States and Europe. and Europe. States the United Canada, markets: principal their in sectors retirement business Through its wholly Power Power Financial is a management businesses Lifeco and IGM Financial ITEM 5 5.1 Item
Item 5 – General Development of the Business
s ’ d in in 10 on on
held
8 and
ing ing on result result invested invested
2018 and 2018 Corporation Corporation has has
In connection connection In
I O N F O R M announced debentures due debentures due
no later than 140 140 than later no
information information form in an an amount of €306 beneficially owns beneficially all
per per cent of the share
. On May 9, 2018, GBL er cent p
Power Power s economic interest in GBL cent cent of the share capital of ’
to the Minority Shareholders Minority the to
As As of January 24, 2020, GBL
’s ’s 6.9 . per and $0.01 in cash. in $0.01 and
which which is anticipated to and its wholly owned subsidiaries owned wholly its and www.sedar.com 0 so long as: (i) the Corporation files GBL GBL held 6.8
h, eld, eld, for cash in 23.
2019 ANNUAL INFORMAT >
date date hereof, rporation Power Power
of Power of
51.8 51.8 cent per as at 31, December 7.5 7.5 per cent as at December 31, 201
in in the past few years
The Reorganization was initially
. of €499 million.
CORPORATION
, 2020. 2020. , oting Shares oting ssion, ssion, on behalf of the securities regulatory authorities , corresponding to 27.6 million shares and proceeds of Subordinate Voting Shares Voting Subordinate
in in the first quarter of 2020
and and Parques rporation 7.8 7.8 per cent and 50.8 per cent and proceeds
FINANCIAL year year 1.875 per cent €500 million bonds due June 19, 2025. The Group Group plc -
Group Group corporate purposes and to allow GBL to lengthen its debt maturity maturity debt its lengthen to GBL allow to and purposes corporate on February 12 on February interest interest in Total SA through forward sales contracts matur million per year. per million
P O W E R s remaining interest in ENGIE was 0.1 per cent, most of which was sold sold was which of most cent, per 0.1 was ENGIE in interest remaining s ’ completed a reorganization transaction (the “Reorganization”) pursuant pursuant (the “Reorganization”) transaction completed a reorganization held by shareholders other than than other shareholders by held
eld eld 20.0 per cent, 8.5 per cent and The The First Preferred Shares remain outstanding shares of the
, GEA . h compared to compared (compared (compared to (
N.V. 9 9
Power Power and was approved by Power Financial shareholders at a meeting Power Power , , GBL alone document under its profile on SEDAR at at SEDAR on profile its under document alone aggregate of 250,628,173 of aggregate - 9 cent of the share capital of Umicore, NV/SA. NV/SA. of Umicore, capital share the of cent
saction, GBL saction, and and 31, 31, 201
a 0.6 per cent , Ontex per
0 respective respective First Preferred Shares with available cas realize realize a gain of €411 million exchanged for 1.05 Subordinated V Subordinated 1.05 for exchanged
18. . issued an an issued ). of the Corporation Corporation the of as w
held held Group Group plc hare hare redeemed redeemed bonds exchangeable into ENGIE shares it then h
s convertible bonds, issued on September 27, 2013, expired. Pargesa ’ Power Power S and Parques, respectively. and Parques, expects expects to the the Corporation and Power Financial Power as at 31, December 201 as at December
Following the ofFollowing completion and the Reorganization as of the
, respectively) , respectively . AG 7
Group Group ommon ommon , 2020, , C 2017 , 2019 by
per per cent 13
3 2020. 2020. GBL er 31, 2019, GBL 2019, er 31, 1
, GEA GEA ,
uring uring the first quarter of 2017, GBL sold ENGIE shares representing 0.5 per cent of the share capital of ENGIE for each each 51.7 24,
N.V. at at
ebruary 11, 2020 and received final court approval approval court final and received 2020 11, ebruary March March and April 2019, GBL sold the the Corporation’s and Power’s s part of its strategy to include a limited selection of investments of lower size in its diversified portfolio, GBL portfolio, diversified its in size lower of investments of selection limited a include to strategy its of part s apital of adidas interest in Total SA was reduced to 0.01 per cent. cent. 0.01 per to reduced was SA Total interest in In January In 2019, GBL sold part of its investment in adidas AG for net c 201 31, December stood 31, December proceeds of this issuance were used by GBL for general general for GBL by used were issuance this of proceeds profile. On October 9, 2018, GBL at at Decemb On June 12, 2018, GBL completed the issuance of seven Ontex On February 8, 2018, GBL invested an additional €144 million in Umicore, NV/SA, its increasing holding to 17.7 per cent. As progressively progressively in Burberry announced the sale of its 6.6 per cent stake in Burberry GBP498 million. As at December 31, 201 later 2017. later in A On On February 7, 2017, GBL million. D tran this After million. €145 of proceeds to be incorporated by reference in its annual information form. information annual in its reference by to incorporated be EUROPE such compensation disclosure as a stand a as disclosure compensation such days after its most recently completed financial year and (ii) the Corporation includes in its annual deeme is filed, when year, financial of that in respect disclosure its compensation that a notice year a of financial respect Autorité Autorité des marchés financiers and the Ontario Securities Commi in each of the provinces and compensation disclosure required by securities laws in its annual information form, territories for of Canada, exempting the Corporation from the requirement to provide on on F In March 2020, the Corporation was granted exemptive relief (the “Compensation Disclosure Exemptive Relief”) from the and and listed on the the and TSX of following the the completion Reorganization, Co March 11, 2033 remain outstanding as obligations of the Co December with the Reorganization, Reorganization, the with of the Corporation of the issued and outstanding Common Shares to which which to Shareholders”) “Minority (the of $15 approximately of costs financing annual reduced On February
Item 5 – General Development of the Business
, a ial 11 rity rity SA
ointco ointco at at their roup roup is , through , through , SGS G 9 SA The The Pargesa
– the acquisition acquisition the I O N F O R M
19”, 19”, has resulted of of GBL for each - d ss ss
te Webhelp Webhelp . through through an investment , are are redeemable comple roup , Pernod Ricard ed ed as “COVID G GBL GBL AG Parques, which are held through through held are which Parques,
private equity, debt and thematic thematic and debt equity, private
ansaction ansaction that would simplify the 0.3 per cent. The proceeds of the - voting voting rights at GBL’s Extraordinary - 2019 ANNUAL INFORMAT hares to hares Piolin’s Bid. completion Upon > 19 outbreak is unknown at this time, as as time, at this unknown is outbreak 19 owned subsidiary Eliott Capital S.à.r.l. of of S.à.r.l. Capital Eliott subsidiary owned
-
Webhelp Webhelp management management team , , adidas
roup and roup G SA
the the wholly acquire proval proval by the Comisión Nacional del Mercado de per cent of the capital of the investment vehicle, on of vehicle, cent per investment of the capital the CORPORATION
0, 2022, except in the case of early redemption. The
Narrative Narrative Description of the Busine Webhelp Webhelp 7 “ 3 . On November 19, 2019, 2019, 19, November On ,
4 . 6
roup. N.V.
of G is developing a portfolio of portfolio a developing is FINANCIAL GBL GBL
December
, Ontex , per per cent of their principal amount and an an agreement to
.0 P O W E R
control control of GBL. The proposed transaction will be subject to Parj
Group
founding founding shareholders and imposed imposed quarantine periods and social distancing, have caused mater - - GEA
, completion of an offering by its its by offering an of completion were were delisted following the ap SA de facto
) ) exchangeable into existing registered shares of LafargeHolcim Ltd guaranteed by billion for an billion ownership ”
9 that that it had signed , Total , €0.
SA Bonds of Parques
EC general corporate purposes. corporate general , NV/ , “
and and alongside the co The ownership interest of Power Financial in these companies as at December 31, 201 as 31, at in companies December theseFinancial of Power ownership interest The
for
shares shares not not bear interest and mature on
ts ts and the impact on the financial results and condition of the Corporation and its operating GBL do
through its subsidiary Sienna Capital, Capital, Sienna subsidiary its through Parjointco Parjointco and Pargesa announced an agreement for a proposed tr the
enterprise value of €2.4 billion for Webhelp Webhelp for billion of value €2.4 enterprise , , Umicore ,
by Ltd
roup. GBL invested roup. total tabilize economic conditions. The duration and impact of the COVID of impact the and duration The economic conditions. tabilize
Bonds Bonds
G used used
EC
ders Meeting to be held on April 28, 2020. 28, April held on be to Meeting ders
19 s subsidiary, GBL. s subsidiary, are ’ In addition, addition, In -
. ”
Bonds Bonds have been issued at an issue price of 101
subsidiaries in future periods. in future subsidiaries is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and seve and length the estimate reliably to possible not is It interventions. bank central and government the of efficacy the is of these developmen disruption disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions s designed to Since Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identifi in governments worldwide enacting emergency measures to combat the spread of include the the implementation of travel bans, virus. self These measures, which funds. COVID Pargesa the Pargesa group, is more fully described in the section entitled Group The Pargesa portfolio currently consists primarily of investments in Imerys LafargeHolcim holding or having received shareholder acceptances with respect to at least 90 per cent of Pargesa’s total voting rights and and rights voting total Pargesa’s of cent per 90 least at to respect with acceptances shareholder received having or holding it is conditional upon GBL shareholders approving the implementation of Sharehol double already owned by Parjointco under which Pargesa shareholders will be entitled to the from delisted be will receive Pargesa that anticipated is 0.93 it transaction, proposed the Following hold. shares they share bearer Pargesa SIX and Parjointco is expected to retain On On March 11, 2020 group structure. As per the agreement, a public exchange offer will be initiated by Parjointco for all Pargesa shares not irrevocable undertaking irrevocable undertaking if Bid Piolin’s was GBL contributed its successful, Parques s of Piolin’s Bid, GBL indirectly held 23.3 per cent of Parques. As at December 31, 2019, GBL indirectly held 23.0 per cent of Parques. In December 2019, Valores of Piolin Bidco, S.A.U.’s voluntary takeover bid for the shares of Parques (“Piolin’s Bid”). In accordance with its EC principal amount at maturity, corresponding to an annual gross yield to maturity of offering On September 6, 2019, GBL announced the the announced GBL 2019, 6, September On €750 million of bonds (the GBL. The of Webhelp of Webhelp a of the basis On On August 2, 2019, GBL announced vehicle controlled by GBL outsourcing process business and experience customer of provider
Item 6 – Narrative Description of the Business
12 West West -
and and asset , , and in recent I O N F O R M surance surance as well as owned owned life insurance, - approximately approximately 24,000
West Life, London Life and and and - financial financial services
in in and London Insurance, into one one into Insurance, London and oducts as well as wealth savings savings wealth as well as oducts party party administrators and financial annuities. - LFC LFC 2019 ANNUAL INFORMAT services services to state defined contribution
>
tions tions for individuals, families, businesses nce Company ("Protective Life"), the primary ("Protective the nce Life"), primary Company owned owned and corporate Reinsurance products were provided through through provided were products Reinsurance -
, . These European investments are held by Pargesa Power Power Financial has remained committed to the CORPORATION . also has significant holdings in a portfolio of global
. The amalgamation was completed on January 1, 2020. 1, January on completed was amalgamation The . completed the sale, through reinsurance, of substantially substantially of reinsurance, through sale, the completed el recordkeeping and administrative services for other
r holding companies, C companies, holding r sponsored sponsored defined contribution plans, individual retirement in in Pargesa - FINANCIAL
trillion trillion in assets under administration P O W E R
Power Power Financial . Prior to January 1, 2020 1, January to Prior . . tment and advisory services. Empower Retirement services and products products and services Retirement Empower services. advisory and tment investment investment
es products and services in Canada across all of its lines of business. On N OF THE BUSINESS Assurance Company Assurance through through its controlling interests in Lifeco and IGM Financial
life, disability and critical illness insurance pr insurance illness critical and disability life,
s , a subsidiary of Lifeco, of subsidiary a , indirect
Canada Life Canada approximately approximately $1.6 including including payout annuity products, through subsidiaries of Canada Life in the United
The
, through through its
announced announced that it had received final regulatory approval from Canada’s Minister of Finance to in in Canada, the United States and Europe
international international management and holding company with interests
Empower Empower Retirement offers employer Empower Retirement Empower n Lifeco Lifeco WestLifeco Inc. West Life, London Life, Canada Life and thei and Life Canada Life, London Life, West - - is a
19, Lifeco announced that its three Canadian life insurance companies, Great gh Canada Life, Empower Retirement, Putnam, Canada Life Limited and Irish Life. As at December 31, 2019, Great NARRATIVE DESCRIPTIO worldwide.
subsidiary subsidiary of Protective Life Corporation. The business sold includes bank and insurance block life closed and annuities individual insurance, life single premium plans. 2019, 1, June Effective all of its life individual and insurance business to annuity InsuraProtective Life providers providers of defined contribution plans and associated defined benefit plans. Empower Retirement is the second largest defined contribution recordkeeper in the United States and the largest provider of Investments brand offers fund management, inves management, fund offers brand Investments are marketed nationwide through its sales force, brokers, consultants, advisors, third institutions. The Empower Institutional brand offers private lab through Canada Life and its subsidiaries. and Life Canada through In the United States, accounts, enrollment services, communication materials, investment options and education services. The Great primarily in the United States, Barbados and Ireland and Barbados States, United the in primarily Canada Life, London Life and their respective subsidiaries. Effective January 1, 2020, Reinsurance products are provided The Europe segment is comprised of two distinct business units: (i) Insurance & Annuities, which offers wealth protection management and products, Kingdom, the Isle of Man, Ireland and Germany and through Irish Life in Ireland; and (ii) Reinsurance, which operates life, life, accidental death and dismemberment, critical illness, health and dental protection and creditor in in Canada. clients group to products specialty and other products annuity and accumulation and and organizations through two primary business units: Individual Customer and Group Customer. Through the Individual provide Life Canada unit, business Customer and income products and services to individual clients. Through the Group Customer business unit, Canada Life provides amalgamate Great amalgamate company insurance life single In Canada, Canada Life offers a broad portfolio of financial and benefit plan solu organization organization creates, delivers and communicat November 25, 2019, employees On April 3, 20 Canada Life, were moving to one brand in Canada: Canada Life. Canada Life became the brand under which the Europe throu Lifeco and its subsidiaries had Item 6.1 Item Lifeco is an international financial services holding company with interests in life insurance, health insurance, retirement and States United the Canada, in operates Lifeco businesses. reinsurance and management asset services, investment and companies companies based in Europe company. Belgian holding a GBL, subsidiary, its through management management businesses growth and evolution of its primary holdings years has implemented an active fintech strategy ITEM 6 Power Financial
Item 6 – Narrative Description of the Business
,
In In 13
under under
. in in assets estments estments
products and and products
West Life in its I O N F O R M - Wealth Wealth Management,
as as at December 31, 2019
, , Mackenzie Inv
tion as at December 31, 2019 31, at December as
2019 ANNUAL INFORMAT million million common shares (representing
>
3 , which includes $166.8 billion .
7 , which includes $5.4 billion in assets illion common shares (representing 3.9 per cent) cent) per 3.9 (representing shares common illion as at December 31, 2019 CORPORATION
s Annual Information Form is incorporated herein by ’ approximately approximately 3 not known to Power Financial. Power to known not
FINANCIAL as as at December 31, 2019 billion in total assets under management. under management. assets total billion in
7 . of the outstanding common shares of IG as at as at December 201931,
81 P O W E R company, company, primarily providing investment advisory and related services, nancial takes no responsibility for the accuracy or completeness of such such of completeness or accuracy the for responsibility no takes nancial of IGM Financial
” $97.3 $97.3 billion in client assets under administra in in 1996, and is an independent distributor of financial products, services and ness” of Lifeco’s Annual Information Form is incorporated herein by reference. by herein incorporated is Form Information Annual of Lifeco’s ness” ith ith ately US$1 ately
w
, and its subsidiaries had 3,378 employees. employees. had 3,378 subsidiaries and its
der administration
ein concerning Pargesa and the companies in which it has an investment has been publicly publicly been has investment an has it which in companies the and Pargesa concerning ein , IGM Financial owned all otal assets managed by this combined team were $140.1 billion $140.1 were team combined this by managed otal assets 9 T
Description Description of Business “ billion in In an mutual management. fund assets addition billion of to under exclusive mutual funds family
. Its activities are carried out through IG Wealth Management, Mackenzie Investments and Investment Investment and Investments Mackenzie Management, Wealth IG through out carried are activities Its . t wealth wealth and asset management
With With $70.2 billion in assets under management
dicated dicated account management, product management, and client service professionals. As at 2019, Putnam had approxim Putnam 2019,
The PargesaGroupThe IGM Financial IGM Inc. 31,
Canada. Investment Planning Counsel Planning Investment Canada. is a planning organization financial in withCanada, 728 financial advisors
ents ents together to form a single global investment management organization to support both companies under dealers, financial planners, registered investment advisors and other financial institutions that distribute the Putnam Putnam the distribute that institutions financial other and advisors investment registered planners, financial dealers, - West Life also owned, as at December 31, 2019, approximately 9.2 m 9.2 approximately 2019, 31, December at as owned, also Life West - $190.2 $190.2 billion in client assets un per cent) of Lifeco. of Lifeco. cent) per
information, or for any omission by such companies to disclose facts or events which may have occurred or may affect the affect may or occurred have may which events or facts to disclose such companies by any omission for or information, are which but information such any of accuracy or significance The information contained her contained information The reported by Pargesa. Although Power Financial has no knowledge that would indicate that any statements contained in Fi Power incorrect, materially are information such reference. 6.3 Item Mackenzie Mackenzie Investments and Investment Planning Counsel, and 4.0 The section entitled management. As at December 31, 201 Investment Investment Planning Counsel was founded advice in and $27.7 billion in client assets under administration Investm Investments. Mackenzie related related services. its distributes primarily services and a products through network of distribution diversified third advisors. party financial Mackenzie and Management Wealth IG of functions management investment the combined Financial IGM 2017, October other financial services. other financial Mackenzie Investments was founded in 1967, and is an investment management firm providing investment advisory and consultants consultants located throughout Canada which includes $93.2 mortgage securities, insurance, of range wide a offers Management Wealth IG vehicles, investment other and As at December 31, 2019, IGM Financial IGM 2019, 31, at AsDecember 3,381 of network a through Canadians to solutions financial personalized delivers 1926, in founded Management, Wealth IG with managemen under Counsel. Planning Item 6.2 Item IGM Financial is a segregated funds or for similar purposes). or similar for funds segregated Busi the of “Description entitled The section Great of IGM Financial (excluding approximately 0.029 million common shares of IGM Financial held by Great Funds Funds to their customers, which, in total, include approximately 136,000 advisors. Institutional investors are supported by Putnam’s de December Putnam Putnam offers a broad range of investment products, including equity, strategies. fixed Individual income, retail absolute investors are return served and through alternative a broad network of broker distribution relationships with unaffiliated
Item 6 – Narrative Description of the Business
g 14 , in in , ion ion
9
he default he default ith ith others in Development Development
. At December December At . lding company company lding I O N F O R M – defaulting group group defaulting -
. 9 December December 17, 2012, the term
. 9 decision and at the issued price of of price issued the at and decision
’ on the following page following the on 2019 ANNUAL INFORMAT European companies. These interests interests These companies. European Recent Recent developments regarding the >
financial information reported herein in in herein reported information financial
The agreement was intended to achieve achieve to intended was agreement The The global global
. ] a arbitration with a view of resolving t ofa with resolving view arbitration [ -
ntco), either directly or indirectly, and has granted granted has and indirectly, or directly either ntco), as at December 31, 201 31, at December as reement. The initial agreement, signed in 1990, had 1990, in signed agreement, initial The reement. CORPORATION
p with respect to their control in each of Pargesa, GBL .8 billion) .8 billion billion
10 4.0 FINANCIAL s $ billion (SF billion
5 per per cent equity interest in Pargesa, while Pargesa held at that same . P O W E R s financial statements. s financial ’
4 ), ), Power now in holds Financial substantial interests the Pargesa group ” per per cent equity interest in GBL. he section entitled “General Development of the Business Business the of Development “General entitled section he
Europe” of this Annual Information Form. Form. Information Annual this of Europe”
agreement - holding company, GBL, as shown on the chart the on shown as GBL, company, holding “
ears ears y s interest in Parjointco wa in Parjointco interest s interest interest and a 55.5 ’ RGESA GROUP
hree hree t uses currency conversion rates in effect for the year ended December 31, 201
ast ast l
affiliated Belgian Belgian affiliated eir eir respective interests in Pargesa and GBL. Each of the Power Financial group and the Frère group s ’ section s interest in Pargesa is held through Parjointco, a holding company, as further described below. The ’ group share of equity of Pargesa was $1 was Pargesa of equity of share group per per cent voting interest and a 50.0 an equal basis Parjointco, incorporated under the laws of The Netherlands. Parjointco, at December 31, 201 31, December at Parjointco, Netherlands. The of laws the under incorporated Parjointco, basis equal an
7 . 1 usiness over the over usiness , the the , b 9 Information in this th th the Frère group of Charleroi, another Belgium, of the original partners in Pursuant Pargesa. to the agreement, Power
] a [
31, 201 31, Pargesa extracted from been has of respect Pargesa The Pargesa group currently holds significant interests in a limited number of number limited a in interests significant holds currently group Pargesa The Pargesa by held are of interests in Pargesa held by the defaulting group or arbitrators the of time the at acquired shares voting Pargesa the of price by market the at company, it on the liquidation of the jointly owned holdin securities. Pargesa any other and, if that is unsuccessful, shall proceed to arbitration. Subject to the results of such arbitration, the non the arbitration, such of results the to Subject arbitration. to proceed shall unsuccessful, is if and, that ho owned jointly the of liquidation the (a) remedies: following the of both or first the either elect to entitled is acquisition the (b) and agreement; the of termination and GBL, and Pargesa in interests respective their hold to established of the agreement was extended to December 31, 2029 with provision for possible further extension of the agreement. agreement. the of extension further possible for provision with 2029 31, to December extended was agreement of the pre to submit must groups the of default, event of an the Upon occurrence thereof for a period of five years beginning at the termination of the ag the of termination the at beginning years five of period a for thereof a term of 11 years subject to possible extensions. September 24, 1996, the term of the agreement was to extended December 31, and 2014 It on requires the maintenance of the shareholding control chain. On (and (and at that time, Parfinance S.A.) and their respective designated subsidiaries. Each agreed group not to acquire, hold or Parjoi through than (other corporations those of any in interests of dispose disposit any upon GBL and Pargesa in interests its acquire to restrictions, certain to subject right, prior a group other the Corporation’s interest in Pargesa are described in t in described are Pargesa in interest Corporation’s the of and maintain parity between the Power group and the Frère grou turn turn held a 75.4 per cent voting date a 5 Financial, Financial, through its wholly owned subsidiary PFE, and the Frère group established a new holding company structure bringing together th on controls the development of Pargesa throughout the ensuing decade. The extent of this participation increased steadily and, under under and, steadily increased participation this of extent The decade. ensuing the throughout Pargesa of development the an in 1990 (the concluded agreement wi Pargesa is organized under the laws of Switzerland. In 1981, Power participated with European partners in reorganizing the the reorganizing in partners European with participated Power 1981, In Switzerland. of laws the under organized is Pargesa company to acquire Paribas (Suisse) S.A. of Geneva. Power, and Power subsequently Financial, participated w BACKGROUND OF THEThe PA Corporation Corporation the of value carrying
Item 6 – Narrative Description of the Business
15 ests ests
control of GBL. of control
least 90 cent per already owned by I O N F O R M
voting rights at GBL’s - de facto de entation of double 2019 ANNUAL INFORMAT >
CORPORATION
FINANCIAL
P O W E R structure of the Pargesa group and includes direct and indirect principal principal indirect and direct includes and group Pargesa the of structure Parjointco and Pargesa announced an agreement for a proposed transaction that would simplifywould that transactionproposed a for agreement an announced Pargesa and Parjointco
,
. 9
On March 11, 2020 11, March On
. ich Pargesa shareholders will be entitled to receive 0.93 shares of GBL for each Pargesa bearer share they hold. Following nterest. 6 1
page per centper voting interest. per cent voting interest. per cent votinginterest.
per cent voting i
per centper voting interest.
per cent votinginterest. per cent voting interest.
6 0 7 .
1.7 3 2 8.0 1. 8.5 per cent voting interest. 20.0 cent per voting interest. 64.7 per cent voting interest. 2 6.8 per cent6.8 voting interest. 12.0 per cent voting interest. 16. 7.6 1 The proposedThe transaction will subject be Parjointcoto holding or having received shareholder acceptances with respect to at of Pargesa’s total voting rights and it is conditional upon GBL shareholdersExtraordinary Shareholders Meeting be to held on April 2020.28, approving the implem 5 67. 75.4 per cent voting interest. voting cent per 75.4 the group structure. As per the agreement, a public exchange offer will be initiated by Parjointco for all Pargesa shares not Parjointco under wh retain to expectedisParjointco and SIX the fromdelisted be Pargesawill anticipated that is ittransaction, proposed the
[13] [10] [11] [12] [8] [9] [6] [7] [3] [4] [5] [2] [1] are shown on are shown The following is a simplified chart of the corporate corporate the of chart simplified a is following The 201 31, December at holdings as inter of details Further Pargesa. of affiliates and subsidiaries by held equity participating in interests denote Percentages
Item 6 – Narrative Description of the Business
II 9
16 8 4 2 1 1 9 4 1 1 2 (5) 20 16 15 11 10 s s net 100 ’
of 84. of fintech fintech
Portag3 s
. 5 customer customer 4 asset valueasset through through its nd nd chemical I O N F O R M % of Pargesa Portag3 Portag3 Ventures
(cement, aggregates aggregates (cement,
For For more information, (oil, gas a
provision provision of
ribution of sportswear); ofribution sportswear); In In addition, Ltd Ltd Portag3 Ventures Fund Ventures Portag3 63 18 SA SA 266 878 433 246 167 969 470 128 (532) 2,144 1,721 1,679 1,253 1,043 s s share) ’ 10,946 roup roup ( Net Assets Net Assets G invested in more than Portag3 Portag3 Ventures Fund II
(Pargesa d to to 2019 ANNUAL INFORMAT > (design and (design dist
Webhelp Webhelp ; AG aggregate equity and voting interest voting equity and aggregate
an an
CORPORATION
Portag3 Portag3 Ventures ha
Jurisdiction Jurisdiction of Incorporation Germany France Switzerland Switzerland Belgium France France Germany Belgium Luxembourg France Spain representing representing , FINANCIAL private private equity, debt and thematic funds. 2020,
, P O W E R Parques Parques (operation of regional leisure parks). s net asset value: s net ’ have have each committed $33 million (disposable (disposable hygiene products)
(testing, inspection and certification); LafargeHolcim LafargeHolcim certification); and inspection (testing, N.V. N.V. COMPANIES
As As at March 18 SA SA
specific specific verticals within the global financial technology sector. s MD&A related to Pargesa or to the websites of the companies listed above in the the in above listed companies the of websites the to or Pargesa to related MD&A s ’ Financial
per cent, respectively cent, per
9
46. based specialty based solutions specialty for industry); adidas - (materials (materials technology and recycling of precious metals); Total
is is developing a portfolio of with with Lifeco and IGM Financial, are anchor investors in funds managed by an affiliate, Portag3 GBL GBL
(mineral , Power Financial, Portag3 Ventures Fund I and IGM Financial held equity interests in Wealthsimple Wealthsimple in interests equity held Financial IGM and I Fund Ventures Portag3 Financial, Power , , , NV/SA
(supply of equipment and project management for a wide range of processing industries, primarily primarily industries, processing of range wide a for management project and equipment of (supply 9 nvestments
by Sagard Holdings, a subsidiary of Power. of subsidiary a Holdings, by Sagard i
per cent and and cent per
e and global impact. term assets, net of debt net of assets, term
- 8
9 (wines and spirits); SGS spirits); and (wines
.
together together 6
Group investment funds through Portag3 Ventures Fund I and Portag3 Ventures Fund II. II. Fund Ventures Portag3 and I Fund Ventures Portag3 through funds investment 1
Ltd SA SA
SA
Imerys Imerys SA
DESCRIPTION OF GROUP
Fintech – roup roup
G is managed is
, NV/SA , interests of the Pargesa group Pargesa and group the Pargesa of interests
AG
SA
N.V.
Pargesa per cent, per
Power Power Financial, Lifeco and IGM
SA I I is wholly owned by the Corporation (63.0 per cent), together with Lifeco (18.5 per cent) and IGM Financial (18.5 per isted Investments isted Group l
SA 2
). . 1 2 ease refer to Part D of Power Financial Power of D Part to refer ease ienna Capital ienna Net cash and short and cash Net value asset Net Parques Other shares treasury GBL Non Non S Webhelp Ontex Other Imerys Total GEA SGS LafargeHolcim Umicore Listed Investments Listed Adidas Ricard Pernod As at DecemberAs 201 31, millions of SF) (in of WEALTHSIMPLE 201 31, December at As Fund cent Ventures potential potential for chang and companies is focused on early stage investments in PORTAG3 VENTURES Power Financial, Ventures, which operates investment funds dedicated to backing innovative financial services companies that have the Pargesa portfolio, which are not incorporated herein by reference. reference. by herein incorporated not are which portfolio, Pargesa 6.4 Item subsidiary subsidiary Sienna Capital, pl industries); GEA industries); in the food and beverage sectors); Ontex experience and business process outsourcing); and an an interest in Ricard Pernod and concrete); Umicore PARGESA are holdings main Its Belgium. Brussels, in headquarters its with company holding a is Pargesa, by controlled is which GBL,
Table of Table of
Item 6 – Narrative Description of the Business
17 On On
.
I O N F O R M and IGM Financial held held Financial IGM and
a suite of investment and 250,000 250,000 clients across the
, Lifeco , over
d ha 2019 ANNUAL INFORMAT nancial >
its offering to , Power Fi Power , CORPORATION
and and diversify with with assets under administration of over $6.3 billion FINANCIAL
based digital platform offering a suite of financial services. services. financial of suite a offering platform digital based - P O W E R financial financial technology company operating in digital investing services.
Portag3 Ventures Fund I Fund Ventures Portag3
, a vest, vest, Wealthsimple Save, Wealthsimple Trade, Wealthsimple for Advisors is a Canada a is
. As at December 31, 2019, Wealthsimple . Wealthsimple is y Portag3 Ventures Fund II Fund Ventures Portag3 include include Wealthsimple In , respectivel 2020, Wealthsimple announced that Purpose Advisor Solutions acquired Wealthsimple Advisors. for Wealthsimple acquired Advisor Solutions that Purpose announced Wealthsimple 2020,
per cent
23,
3 .
5 8 at December 31, 2019, 2019, 31, December at
a 54.4 per cent equity interest in Koho Koho. interest equity cent per a 54.4 KOHO As (W4A) and Wealthsimple for Work (W4W) Canadian, United States and United January Kingdom markets and and Wealthsimple continues to expand its presence in the marketplace save products, which
Item 7 – Risk Factors
, s ’ 9 18 Risk Risk “ asset asset
and
First First Preferred I O N F O R M , including as a its its of IGM Financial IGM of
” control
’ s principal subsidiaries is in in limited circumstances, ’
, such as and and in the activities of the
, financial financial services ) eased eased levels of volatility and There is no market over which which over no is market There Risk Factors Risk
in “ . ” , except 19 ein by reference. The risks of being being of risks The reference. by ein - 2019 ANNUAL INFORMAT aware.
> such securities. securities. such
subsidiaries may be volatile and subject subject and volatile be may subsidiaries COVID nces are incorporated herein by reference, reference, by herein incorporated are nces its
f the Corporation een een unrelated to the operating performance, (the (the “Debentures”
d regulations, which require that solvency and s s and such subsidiaries ’ ated ated with being a significant shareholder of these CORPORATION
, jointly controlled corporations and associates, as well well as associates, and corporations controlled jointly , . Its principal holdings Its interest . a in holdings are each controlling principal
ble terms could have a material adverse effect on Power Power on effect adverse a material have could terms ble Economic conditions may adversely affect Power Financial Financial Power affect adversely may conditions Economic ope the share price of price share the
voting voting o securities - FINANCIAL ing ing rights in the Corporation nancial and its subsidiaries. Although the Corporation has been been has Corporation the Although subsidiaries. its and nancial Canada, Canada, the United States, Europe and Asia. At times, financial
non operations operations could be adversely impacted and the trading price of s and other investments, and its ability to raise additional capital. , specifically identified as “ as identified specifically ,
’ no no vot P O W E R
nner, if at all. all. at if nner, has
s consolidated financial statements for the year ended December 31, 201 31, the ended December for year statements financial consolidated s ’ rred Shares and Shares rred debentures debentures due March 11, 2033 coronavirus
s ability to meet its obligations, including payment of interest, other operating s subsidiaries ’ ’ Prefe may be adversely affected. adversely be may
shareholders shareholders of Power Financial are dependent on the operating performance, ’s First First ’s per per cent
novel strain of novel strain
in in and Canada, the United Eur States
international international management and holding company with interests
n As a result, the Corporation bears the risks associ First Preferred Shares Preferred First is a . refere further and subsection which Form, Information Annual s ’ s
’
First First Preferred Shares RISK FACTORS price of Power Financial Power of price certain certain risks inherent in an investment in the
isks, and there may be other risks of which the Corporation is not currently is not Corporation which the of be risks other may isks, and there
s business, prospects, dividend paying capability and financial condition, and further enhancement opportunities opportunities enhancement further and condition, financial and capability paying dividend prospects, business, s ’ of Lifeco of
” share
may be required by law or as specifically provided in the provisions attaching to attaching to provisions in the provided as or specifically law by required be may
holder holder of First Preferred Shares or Debentures
as or acquisitions. or acquisitions. A able able to access capital on financial markets in the past, there can be no assurance this will be possible in the future. The accepta on capital sufficient access to Financial of inability Power Financial The ability of Power Financial to arrange additional financing in the future will depend Fi Power in of performance business the as part well as conditions upon prevailing market as on their ability to pay dividends. The payment of interest and dividends by Power Financial subject to restrictions set out in relevant corporate and insurance laws an maintained. ratios be capital depends depends upon dividends from its principal subsidiarie Dividends to subsidiaries its of creditworthiness and position financial profitability, As a holding company, Power Financial generally acquisitions or opportunities enhancement future desirable or current complete to and dividends, and expenses to to be significant or prolonged, which may result in impairment charges. In periods of related incr market turmoil, Power Financial Financial Power markets markets have experienced significant price and volume fluctuations securities held by the Corporation and its subsidiaries and that that have often b have deemed are affected that values asset in the decreases cause may factors market These companies. such prices of prospects or values of asset underlying equity and and its subsidiaries, including fluctuations in foreign exchange, inflation and interest rates, as well as monetary policies, business investment and the health of capital markets in result of the outbreak of the outbreak the result of the Debentures may be traded, it and is very unlikely that one holders will of Consequently, develop. may not Debentures ma timely a in Debentures their liquidate to able be which are not incorporated herein by reference. reference. by herein incorporated which not are The to fluctuations in response to numerous factors beyond Power Financial Annual Information Form, which subsection and further references are incorporated her incorporated are references further and subsection which Form, Information Annual in Pargesa described are in an investorPargesa operating companies. The risks of being an investor in Lifeco are described and referenced in the subsection entitled entitled subsection in the referenced and described are in Lifeco investor an being of risks The companies. operating Factors entitled subsection the in referenced are Financial IGM in investor an being of risks the and management management businesses of Lifeco and IGM Financial and a joint controlling interest in Parjointco, which itself holds a controlling interest in through GBL Pargesa possible possible r Power Financial Shares Shares and the Corporation’s 6.9 investors which Form, Information Annual in this elsewhere other discussed risks and the following including Corporation, should carefully consider before investing in securities of the Corporation. This description of risks does not include all ITEM 7 There are
Item 7 – Risk Factors
19
I O N F O R M
ing ing when prevailing interest 2019 ANNUAL INFORMAT >
s business is provided in the section entitled ’ CORPORATION
orporation hares hares from time to time, includ , and investors might not be able to reinvest the redemption the redemption beto reinvest able not might and investors , S FINANCIAL P O W E R referred referred First First P First Preferred Shares Preferred First
s MD&A, which section is incorporated herein by reference. herein incorporated is section which MD&A, s ’ . in Power Financial Power in
” may may choose to redeem the
in a comparable investment in comparable a
rporation Risk Management
Additional information about the risks and uncertainties of the C “ The Co by the borne yields than rates lower are proceeds
Item 8 – Description of the Share Capital
f of 20
class in in class 2,234,515 8,000,000 4,000,000 6,000,000 8,000,000 6,000,000 6,000,000 8,000,000 8,000,000 6,000,000 8,965,485 10,000,000 12,000,000 10,000,000 10,000,000 First First Preferred 664,096,506 “ I O N F O R M ade to the articles of
), ), and an unlimited number ” up. There are no conversion rights, - Number of SharesNumber Issued and Outstanding 2019 ANNUAL INFORMAT
. >
not entitled to vote separately as a a as separately to vote entitled not
r.com is CORPORATION
www.seda
Second Second Preferred Shares “ s share capital. should Reference be m ’ , there were issued and outstanding: outstanding: and issued were , there
FINANCIAL 20 , 20 , 18 P O W E R holder of Common Shares Shares of Common holder
rch rch
the
HARE CAPITAL and are filed on SEDAR at on SEDAR filed are and
. As at Ma at As .
of the Corporation. of the emptive rights or subscription rights attaching to the Common Shares. Common to the attaching rights subscription or rights emptive
- First Preferred Shares or Second Preferred Shares issued and outstanding. and issued Shares Preferred Second or Shares Preferred First
e “Common Shares”) “Common e (th
www.powerfinancial.com in in the remaining property of Power Financial on dissolution or winding
Series U Series CommonShares DESCRIPTION OF THE S General
hares
the the completion of the Reorganization and as of the date hereof, Power beneficially owns all of the issued and
uidation rights, pre rights, uidation
s
(if (if any) ), ), an unlimited number of Second Preferred Shares (the
” Series T Series V Series Series L Series O Series P Series Q Series R Series S Series Series D Series E Series F Series H Series I Series K Series Series A Series are entitles the holder to receive any dividend on such share and to participate equally with all other holders of Common Common of holders other all with equally participate to and share such on dividend any receive to holder the entitles are ommon ommon Common Shares Common Share Class Shares Preferred First
special special liq the the CBCA. Subject to the rights of holders of the First Preferred Shares and the Second Preferred Shares, each Common Sh Shares Each Common Share entitles the holder to one vote at all meetings of shareholders (other than meetings exclusively of that provided of shares) series or another class o 176(1) subsection of (e) and (b) (a), paragraphs in to referred Corporation the of Articles the to amendment an of case the our website at at website our 8.2 Item The following is a summary of the features of the Corporation on found can be articles These share capital. our of conditions and of terms all description complete a for the Corporation Following Following Shares Common outstanding There are no are There no Dividends on the Common Shares, First Preferred Shares and Second Preferred Shares are of Directors. Board by declaredthe payable only as and when The authorized capital of Power Financial consists of an unlimited number of First Preferred Shares (the Shares c ITEM 8 8.1 Item
Item 8 – Description of the Share Capital
r st st 21 he he
eries eries of First s
– – – – – – – – – I O N F O R M option to to option
into Series Q Q Series into ’ on January 31, January on
] 4 [ eries. eries. Each Holders convert shares 2021 Conversion rightsConversion s her class of Power Financial Financial her of class Power
2019 ANNUAL INFORMAT
voluntary orvoluntary involuntary, subject to the >
ed to be paid and to receive an amount amount an receive to and paid be to ed
] 1 [ up its affairs, the First Preferred Shares of each each of Shares Preferred First the affairs, its up - thereafter
January 31 every31 January
CORPORATION
redemption redemption price of each
on ) declared dividends) and unpaid
years
$25.00 2021 31, January on $25.00 and five Redemption price (plus $25.00 $25.00 $25.00 $25.00 $25.00 $25.00 $25.00 $25.00 up whether its affairs, future -
FINANCIAL
] 3 [
up up of Power Financial or other distribution of the assets of Power - -
cable, ) of Common Shares or of shares of any any orotShares shares of of of Common
– P O W E R s 5.80% 5.50% 5.25% 5.90% 5.75% 6.00% 4.95% 5.10% 2.306% if if appli dividend (payable quarterly Fixed nonFixed cumulative annual
and ( ), (b) and (e) of subsection 176(1) of the CBCA. of 176(1) the of subsection and (e) (b) ), , ]
2 [
up of Power Financial, whether voluntary or involuntary, of or or distribution whether up any other the involuntary, voluntary of Financial, Power - provided in the provisions attaching to the First Preferred Shares of such series. Holders of of Holders series. such of Shares Preferred First the to attaching provisions the in provided
– – – – – – – – – any any other shares ranking junior to the First Preferred Shares. Holders of First Preferred Shares of equally with all other First Preferred Shares. Preferred First other all with equally
s Floating rate dividendFloating quarter one Cumulative, Prime of 70.0% of quarterly payable ancial among its shareholders for the purpose of winding of purpose the for shareholders its among ancial
First PreferredFirst Shares ectors ectors designates. With respect to the of payment dividends and the ofdistribution assets in the event of the
Series P FirstP Series Shares Preferred Preferred Shares Preferred OFirst Series Shares Preferred Series KFirst Series Shares Preferred First L Series Series H First H Series Shares Preferred First I Series Shares Preferred Preferred Shares Preferred FFirst Series Shares Preferred Series D First D Series Shares Preferred EFirst Series Series A FirstA Series Shares Preferred
The following table sets out, for each series of First Preferred Shares, the quarterly payable dividend to the holders of Fir Preferred Shares along with the current rank Preferred Shares of Power Financial shall be distributed to the beholder to distributed the shall ofFinancial Power Shares. Preferred First the junior to ranking prior satisfaction of the claims of all creditors of Power Financial and of holders of shares of Power Financial ranking prio entitl be shall Shares Preferred First the of holders the Shares, Preferred First the to assets any or paid be shall amount any before dividends unpaid and declared plus Share Preferred First per $25.00 to equal In the event of the liquidation, dissolution or winding Financial among its shareholders for the purpose of winding required by law or as specifically as or law by required First Preferred Shares are not entitled to vote separately as a class in the case (a in paragraphs to referred Corporation of an amendment to the Articles of the series series rank on a parity with the First Preferred Shares of every other series and in priority to the Second Preferred Shares, the Common Shares and any series shall not be entitled to notice of or to attend or to vote at any meeting of its shareholders except as may be liquidation, dissolution winding or liquidation, dissolution Fin Power of assets Item 8.3 Item t as conditions and restrictions privileges, rights, such with series more or one in issued be may Shares Preferred First The Board of Dir
Item 8 – Description of the Share Capital
22
– – I O N F O R M option to to option option to to option to option
’ ’ ’ on January 31, January on 31, January on on January 31, January on
] ]
] 4 4 [ [ 4 [ convert into Series U U Series into convert shares 2024 Holders T Series into convert shares 2029 Conversion rightsConversion Holders P Series into convert shares 2021 Holders
2023 2019 ANNUAL INFORMAT >
] n January 31, 2024, 2024, 31, January n 1 [ thereafter
January 31 every 31 January
CORPORATION
on declared dividends) and unpaid years
and five o Commencing forth set prices redemption the for below [6] infootnote 2022 31, July after or on $26.00 31, July after or on $25.75 2024 31, July after or on $25.50 2025 31, July after or on $25.25 2026 31, July after or on $25.00 Redemption price (plus the for 2016, 31, January Since in setforth prices redemption below [6] footnote 2019 30, April since $25.50 2020 30, April after or on $25.25 2021 30, April after or on $25.00 2019 30, April since $25.75 2020 30, April after or on $25.50 2021 30, April after or on $25.25 2022 30, April after or on $25.00 2024 31, January on $25.00 FINANCIAL
] 3 [
-
)
– – P O W E R 5.15% 5.50% 4.80% 4.215% dividend (payable quarterly Fixed nonFixed cumulative annual
] ] 5 5 [ [
– – – – cumulative, annual annual cumulative, cumulative, annual annual cumulative, - - the Floating Quarterly Quarterly theFloating Rate Dividend Non payable dividend, the to equal quarterly, and $25.00 of product Floating rate dividendFloating Non payable dividend, the to equal quarterly, and $25.00 of product Quarterly theFloating Rate Dividend
Series V First V Series Shares Preferred Series U First U Series Shares Preferred Series T First T Series Shares Preferred Series S FirstS Series Shares Preferred Preferred Shares Preferred Series R First R Series Series Q First Q Series Shares Preferred
* Notes * Notes thisto table are on the following page.
Item 8 – Description of the Share Capital
ry he 23 end Prime “ (that is
” Floating xcluding “
after: (i) Janua (i) after:
fect duringeach 31, 2021 for Series I O N F O R M (that is, for the period
” 00 and the rate of interest the first day of the calendar
for the Series P First Preferred e on which such First Preferred First such which on e
Rate on the applicable
Bill all the shares of such First Preferred - (that is, for any Subsequent Fixed Rate
” Quarterly Commencement Date “ 1.60 per cent 2019 ANNUAL INFORMAT > : : (i)
up its affairs, the Second Preferred Shares Shares Preferred Second the affairs, its up - immediately preceding equal to a product of $25. d) d) plus Subsequent Fixed Rate Periods “ s right to redeem is is for each succeeding Subsequent Fixed Rate Period, t ’
(that is, the period from and including: (i) January 31, 2016
” and on January 31 every five years thereafter or (B) for $25.50for (B) or thereafteryears everyfive 31 Januaryon and
,
CORPORATION
for Series P First Preferred Shares, or (ii) February 1, 2019 up to but for the Series P First Preferred Shares, or (ii) January 31, 2024 up to
Fixed Rate Calculation Date “ , in each, in case, date in respect of whichrespectinofdate the determination beingismade, and the the period from and including the day immediately following the
ing ing of Power or Financial of its except as shareholders may
ning interest rates on Canadian dollar commercial loans made to prime and d (ii)d 2.37 per cent in the case of Series U Preferred First Shares. FINANCIAL . . Thereafter, during the , payable quarterly. thereafter
ubject to the Corporation red Shares of every other series and in priority to the Common Shares Shares Common the to priority in and series other every of Shares red P O W E R case, Quarterly Floating Rate Period “ cumulative preferential dividends wer Financial, whether voluntary or involuntary, or any other distribution or of any other involuntary, or distribution voluntary whether Financial, wer - , in each d in one or more series with such rights, privileges, restrictions and conditions as as conditions and restrictions privileges, rights, such with series more or one in d
up of up Po redeemed in whole or in part.
- the applicablepayment dividend
ary 31, 2029 for Series U First Preferred SharesPreferredFirst U Series for 2029 31, ary
2021 up to but excluding January 31, 2026 may be for Series Q First Preferred Shares, or (ii) the period from and including January 31, 2024 to but excluding April
(that is, for any Quarterly Floating Rate Period, the 30th day prior to the first day of such Quarterly Floating Rate Period) February 1, 2016 up to but excluding January 31, 2021
January 31, ” month period which ends on the last day of the calendar month - (i) (i) (i) SecondPreferred Shares
is the reference rate as quoted by those two banks for determi
” series of First Preferred Shares
Q First Preferred Shares, or on (ii) Janu(ii) on or Shares,Preferred First Q otherdateofcase redemptionsany redemptionthe onfixed fordate in unpaid theand dividends all declared withtogether to dat a not is that shares,Preferred First U Series for 2024 31, January (ii) or Shares,Preferred First Q Series for 2016 31, Shares canSeries be converted. to to but excluding April 30, 2016 30, 2024 for Series U First Preferred Shares, and of the immediately preceding Quarterly Floating Rate Period to but excluding the next succeeding the last day of January, April, July and October in each year)), the rate of interest equal to the sum of the T Rate Calculation Date plus: 1.60(i) per cent thein case of Q FirstSeries Preferred Shares an For (A) $25.00 per share plus declared and unpaid dividends theto date fixed for redemption for redemptions on: (i) January equal equal to the sum of the Government of Canada Yield on the applicable Period, the 30th day prior to the first day of the applicable Subsequent Fixed Rate Perio Shares, (ii) or 2.37 per cent for the Series T First Preferred Shares And on January 31 every five years thereafter, in each case, s Shares Series and other to conditions. The Floating Quarterly Dividend Rate means, for any commercial borrowers Canada. in For the period from excluding January 31, 2024 for the Series T First Preferred Shares from and including but excluding January 31, 2029 for the Series First T Preferred Shares, period commencing on the day immediately following the end of the immediately preceding Subsequent Fixed Rate Period to but e January 31 in the fifth year thereafter), the fixed non All Primetwoef referenceforinmeans,any quarterlybanksby dividend Ratesarithmetic quoted Prime the averageperiod, the of day during the three month precedingthewhichmonthin Rate
There are no Second Preferred Shares issued and outstanding. issued and Shares Preferred areSecond There no and and any other shares ranking junior to the Second Preferred Shares. The holders of Second Preferred Shares of any series are entitled not to notice of or to attend or to vote at any meet be required by law or as specifically provided in the provisions attaching to the Second Preferred Shares of such series. the liquidation, dissolution or or winding the dissolution liquidation, winding of purpose the for shareholders its among Financial Power of assets the Prefer Second the with parity a on rank series each of The Second Preferred Shares may be issue be may Shares Preferred Second The the Board of Directors With designates. respect to the of payment dividends and the distribution of assets in the event of Item 8.4 Item [6] [5] [4] [3] [1] [2]
Item 9 – Ratings
. ”
24
) - - ing ing hat hat ” A+ A+
suing suing .
S&P “ ( 20 1 (Low) (Low) 1 (Low) 1 - - therefore therefore Negative “ designation designation , 20,
” 4 or
” Global scale A scale Global A scale Global I O N F O R M s Ratings Servicess encies continue, continue, encies ’ low pinion regarding regarding pinion “ o
’ or or
Stable ” the borrowing entity. entity. borrowing the “ , mentioned mentioned ratings. In ” - s ability and willingness willingness and ability s Canadian scale P scale Canadian P scale Canadian ’ high “ distributions) distributions) with respect Standard & Poor
Positive “
– eant eant to give an indication of the stable stable trend by DBRS and a stable
) 2019 ANNUAL INFORMAT ” >
DBRS “ A (high) A (high) A (high) 2 (high) 2 ( - - Pfd Pfd DBRS Limited . The absence of either a a either of absence The . ” CORPORATION
trength trength of the issuer and, unlike ratings on individual rating for a given entity. given a for rating nder which an obligation has been issued. Ratings are are issued. Ratings been has an obligation which nder low “ and and
”
FINANCIAL high “ the creditworthiness of an issuer, a security or an obligation. obligation. an or security a an issuer, of creditworthiness the looking measurements that assess an issuer an assess that measurements looking - P O W E R
term term obligation rating scale provides an opinion on the risk of default, which is the risk that an issuer will
- RATINGS
websites.
’ securities ratings are opinions based on forward on based opinions are ratings securities
’ cumulative - Non 6.9% debentures due March 11, 2033 11, March due debentures 6.9% shares: Preferred Cumulative Issuer rating Issuer entity operates. operates. entity The rating trend indicates the direction in which DBRS considers the rating is headed should present tend present should headed is rating the considers DBRS which in direction the indicates trend rating The or in some cases, unless challenges are addressed. In general, the DBRS view is based primarily on an evaluation of the issuing entity itself, but may also include consideration of the outlook for the industry or industries in which the is indicates the rating is in the middle of the category. Rating trends provide guidance in respect of DBRS of respect in guidance provide trends Rating category. the of middle the in is rating the indicates categories three of one into falling trends rating with question, in rating the for outlook the risk that a borrower will not fulfill its full obligations to in relevant considerations and qualitative quantitative on based is rating DBRS Every commitments. a timely manner, with respect to both dividend and principal subcategories the by denoted are categories rating Most based on quantitative and qualitative considerations relevant to the issuer, and the relative ranking of claims. claims. of ranking relative and the issuer, to the relevant considerations and qualitative on basedquantitative The DBRS preferred share scale rating is used in the Canadian securities market and m is The DBRS long u withterms the in accordance obligations financial its satisfy fail to DBRS to make timely payments on outstanding obligations (whether principal, interest, dividend, or obligation. of an to the terms reflected reflected in an issuer Issuer ratings address rating. credit the overall s securities or classes of securities, are based on the entity itself, without consideration for security or ranking. Ratings t issuer the to equal or lower higher, be may securities actual apply to In general terms, DBRS ratings are opinions that reflect that reflect opinions are ratings DBRS terms, In general DBRS corporate rating analysis begins with an evaluation of the fundamental creditworthiness of the issuer, which is the Corporation by S&P and DBRS during the last two years. two last during the DBRS and S&P by the Corporation (A) DBRS LIMITED The Corporation has paid customary rating fees to S&P and DBRS in connection with the above addition, the Corporation has, in the ordinary course of business, made payments in respect of other services provided to not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rat the by time any at withdrawal or revision to subject be may and securities hold or sell buy, to recommendation a not agency. The definitions of the categories of each rating set forth below have been obtained from agencies the respective rating outlook by S&P. outlook by Credit ratings are intended to provide investors with an assessment of independent the credit quality of an issue or issuer is rating security A investor. particular any for securities particular of suitability the to speak not do and securities of The ratings of the Corporation and its outstanding securities have been assigned a ITEM 9 2 March at as securities outstanding its and Corporation to the ratings assigned the provides below The table
Item 9 – Ratings
s ’ 25 he
1 1 rated s about about s s s rating - ’ two two ratings - cable cable global I O N F O R M six ratings used used six ratings category. -
rated rated categories; ” - A “ as as strong as Pfd
e Canadian market. There There market. Canadian e
is somewhat more susceptible to
” ratings used by DBRS for preferred preferred for DBRS by used ratings
A+ 2019 ANNUAL INFORMAT eferred eferred share rating on the Canadian “ >
term credit rating over the intermediate intermediate the over credit rating term - count count the nature of and provisions of the rated rated entities. Entities in this category may
” c class of financial obligations, or a specific AA term term obligation rating scale. The Corporation “ - d intermediaries in the Canadian financial markets markets financial Canadian the in intermediaries d ncial capacity (creditworthiness) to pay its financial financial its pay to (creditworthiness) capacity ncial er factors that affect the payment priority, expected expected priority, payment the affect that factors er
CORPORATION
rating rating of A+ is the fifth highest of twenty ) sign to show relative standing within the major letter letter major the within standing relative show to sign )
- ’ whose senior bonds are rated in the in the rated are bonds senior whose on the obligation is still strong. still is obligation on the
any oth any
) term term debenture rated - iii ( FINANCIAL s overall fina overall s
’ by by DBRS is of good credit quality. The capacity for the payment of
s debentures ” ’ P O W E R A it quality than that of
“ s s preferred share ratings on both the global rating scale and on t ’ s ability and willingness to meet senior, unsecured obligations. The ’ term term basis using its long 2 (high) is the fourth highest of sixteen highest the fourth 2is (high) - - s debentures rating of of highest (high) Ais twenty fifth s the debentures 2 (high) rating are of satisfactory credit quality and protection of dividends
’ - s s capacity and willingness to meet its commitments as financial they come due. It ’ ircumstances ircumstances and economic conditions than obligations in higher term term debt rated explicit subordination, or subordination, explicit -
) usiness usiness conditions. An outlook is not necessarily a precursor of a rating change or future ii ( 2 rating corresponds with companies with corresponds rating 2 issuer issuer or credit quality of an individual issue, from strongest to weakest, within a universe of - S RATINGS SERVICES , , S&P ratings opinions are not intended as of guarantees credit quality or as exact measures of ’ rating rating is A+. The Corporation term term issue credit rating scale. A long - usually usually refers to the issuer s capacity to meet its financial commitment financial its to meet capacity s ’
looking looking opinion about the creditworthiness of an obligor with respect to a specific preferred share - term term debt. Long An S&P rating outlook assesses the potential direction of a of long a direction potential the assesses outlook rating An S&P -
s preferred shares rating of Pfd rating shares preferred s ’ assigns issuer ratings on a long s S&P issuer ’
the presence of collateral, collateral, of presence the
) i (
scale rating, and there are no additional analytical criteria associated with the determination of ratings on the Canadian scale. It is the practice of S&P to present an issuer issuer. particular a for ratings listing the when scale national Canadian is is a direct correspondence between the specific ratings assigned on the Canadian preferred share scale and the various rating levels on the global debt rating scale of S&P. Canadian is scale The rating determined by fully the appli have have been actively used in the Canadian market over a number of years. An S&P pr scale is a forward th in issuers other by issued shares preferred to relative market, Canadian the in issued obligation however, the obligor the however, an investors issuers, serves scale rating share preferred Canadian S&P The that symbols rating of terms in criteria) rating global with accordance in (determined ratings share preferred expressing by used by S&P in its long the adverse effects of changes in c credit watch action. watch credit An S&P issuer rating Corporation term term (typically six months to two years). In determining a rating outlook, consideration economic and/or fundamental b is given to any changes in the credit risk. credit risk. ( minus or (+) plus a of addition the by modified be may ratings Most rating categories. the probability that a particular issuer or particular security issue will default. Instead, ratings express relative opinion relative express ratings Instead, default. will issue security particular or issuer particular a that probability the the creditworthiness of an recovery, or credit stability of the specific issue. the specific of stability credit or recovery, Since there are future events and developments that cannot be foreseen, the assignment of credit ratings is not an exact science and, for this reason In contrast, an issue rating relates to a specific financial obligation, a specifi financial program. The rating on a specific issue may reflect positive or negative adjustments relative to the issuer for obligation, obligation, its standing in bankruptcy or liquidation, obligation. statutory preferences, or the legality and enforceability of the An S&P issuer credit rating is a current opinion of an obligor an of opinion current a is rating credit issuer S&P An obligations and focuses on the obligor does not apply to any specific financial obligation, as it does not take into ac companies. Generally, a Pfd a Generally, companies. (B) STANDARD & POOR The Corporation shares in Canada. Preferred shares with a Pfd and principal is still substantial, but earnings, the balance sheet and coverage ratios are not financial financial obligations is substantial, but of lesser cred manageable. considered are factors negative qualifying but events, future to be vulnerable DBRS DBRS typically issuerAisThe DBRS Corporation (high). rating by DBRS for long
Item 9 – Ratings
26
I O N F O R M s capacity to meet meet to capacity s ’ to to the adverse effects of
fifth fifth highest of twenty ratings used
2019 ANNUAL INFORMAT >
indicates that the obligor that the indicates
- rating rating is the
- CORPORATION
s Canadian national preferred share rating scale corresponds corresponds rating scale share preferred national s Canadian ’ gher rated categories. rated gher FINANCIAL 1 1 (Low) rating is of the third highest used eighteen by ratings S&P in - P O W E R 1 (Low) on S&P (Low) 1 e. A preferred share rating of A of rating share preferred A e. - scale. A scale. P rating of P of rating
’ s preferred shares preferred s ’ s s Global share preferred rating ’ on on S&P
-
by S&P in its Global preferred share rating scal share rating preferred Global its in by S&P its financial commitments on the obligation is still strong, but is somewhat more susceptible hi than conditions economic and in circumstances changes The Corporation to A its Canadian national preferred share rating scale. Correspondingly, an A
Item 10 – Dividends
27
2017 1.6500 0.506739 1.3750 1.3125 1.4750 1.4375 1.5000 1.2375 1.2750 1.4500 0.5765 0.567281 1.3750 1.2000 1.0500 0.879205 I O N F O R M
s shares outstanding as at at as outstanding shares s ’
2018 1.2000 1.0500 1.2875 1.7320 0.630127 1.3750 1.3125 1.4750 1.4375 1.5000 1.2375 1.2750 1.4500 0.5765 0.70913 1.3750 2019 ANNUAL INFORMAT >
3752 CORPORATION
12460 8220
1.2000 1.05 1.2875 1. 0.691252 1.3750 1.3125 1.4750 1.4375 1.5000 1.2375 1.2750 1.4500 0.5765 0.8 1.3750 2019 for each class of the Corporation the of class each for
FINANCIAL P O W E R
over the last three years three last the over
Reorganization, the Common Shares were delisted from the TSX effective as of the close of trading on of the Corporation. of the
(PWF.PR.F)
[1]
were as follows: as were
9 , 2020. Preferred Shares (PWF.PR.K) Shares Preferred DIVIDENDS 18
Following the completion of the February dollars)
Series V First Preferred Shares (PWF.PR.Z) (PWF.PR.Z) Shares Preferred First V Series Series R First Preferred Shares (PWF.PR.R) Shares Preferred First R Series (PWF.PR.S) Shares Preferred First S Series (PWF.PR.T) Shares Preferred First T Series Series O First Preferred Shares (PWF.PR.O) Shares Preferred OFirst Series (PWF.PR.P) Shares Preferred First P Series (PWF.PR.Q) Shares Preferred First Q Series Series I First Preferred Shares (PWF.PR.I) Shares Preferred First I Series KFirst Series (PWF.PR.L) Shares Preferred First L Series Series E First Preferred Shares Shares Preferred First E Series (PWF.PR.G) Shares Preferred First F Series (PWF.PR.H) Shares Preferred First H Series Series A First Preferred Shares (PWF.PR.A) Shares Preferred First A Series (PWF.PR.E) Shares Preferred First D Series (in (in (PWF) Shares Common
Following Following the completion of the Reorganization and as of the date hereof, Power beneficially owns all of the issued and Shares Common outstanding The current practice of the Corporation is to pay dividends to the holders of Common Shares on a quarterly basis. All future future All basis. quarterly a on Shares Common of holders the to dividends pay to is Corporation the of practice current The of Directors. Board by the approval to are subject and dates amounts dividend [1] December 31, 201 31, December ITEM 10 per share declared dividends The cash
Item 11 – Market for Securities
28
26 .37 First First
22.43 21.70 22.50 22.00 22. 21 22.65 21.76 21.85 21.00 21.85 21.42 23.56 21.68 23.29 22.07 22.87 22.10 Shares, Series K 96,224 88,552 Preferred 132,372 277,236 123,876 283,993 194,649 317,453 191,635 (PWF.PR.K)
I O N F O R M .93 First First 5 5.90 26.13 25.76 2 25.52 26.14 25.65 25.88 25.59 26.11 25.60 26.12 25.65 2 25.65 25.65 25.11 25.68 25.25 Shares, Series I 84,764 62,809 60,004 50,467 39,385 85,466 Preferred 106,154 112,423 140,649 (PWF.PR.I)
First First 5.57 25.51 25.03 25.50 25.12 25.70 25.23 25.65 25.32 25.68 25.31 25.69 25.15 2 25.20 25.30 24.59 25.22 24.75 Shares, Series H 54,830 65,160 35,685 80,018 37,889 30,649 27,250 46,052 Preferred 223,974 (PWF.PR.H)
2019 ANNUAL INFORMAT >
First First 25.92 25.66 25.76 25.33 25.83 25.37 25.68 25.35 25.78 25.39 25.85 25.41 25.70 25.52 25.55 24.82 25.43 25.07 Shares, Series F 86,920 34,150 37,846 52,100 41,285 42,486 55,500 61,494 Preferred 242,182 (PWF.PR.G) CORPORATION
st st n n a monthly basis for each month of the year ended Fir 3.83 24.00 23.15 24.48 23.10 24.61 23.67 24.24 23.60 23.93 23.24 24.09 23.50 2 22.75 23.39 22.35 23.20 22.78 Shares, ) o Series E ” 66,933 62,692 47,618 62,826 35,720 Preferred 217,944 140,871 275,180 306,421 (PWF.PR.F) FINANCIAL TSX “
First First 4.92 3.86 P O W E R 6,533 25.00 24.22 25.18 24.18 25.45 24.90 25.34 24.70 24.85 24.25 2 2 24.18 23.25 24.23 23.85 Shares, Series D 5 54,018 40,471 60,057 73,154 47,146 55,026 33,578 25.02 24.59 Preferred 32,965
(PWF.PR.E) S
First First 1.96 12.27 11.83 1 10.21 12.27 10.60 13.82 12.95 13.06 11.67 15.62 14.28 14.45 12.57 13.85 13.00 17.95 15.50 Shares, Series A 78,244 99,925 31,261 37,282 75,380 44,213 Preferred 160,980 101,532 113,308 (PWF.PR.A)
[1] Shares 30.43 28.62 29.08 27.08 31.12 28.10 31.98 29.58 30.77 29.34 29.38 26.70 31.75 29.26 33.27 31.35 27.45 25.38 (PWF) Common Common 11,630,658 12,209,962 15,913,634 21,086,664 14,172,260 15,269,090 12,358,324 19,409,764 16,452,981 . Currently there are no outstanding Series U First Preferred Shares. First Preferred U Series outstanding there no are Currently .
9
9
9 MARKET FOR SECURITIE
9
9 9
9 9 9 9 Intraday High ($) High Intraday ($) Low Intraday Volume Intraday High ($) High Intraday ($) Low Intraday Volume Volume ($) High Intraday ($) Low Intraday Volume Intraday High ($) High Intraday ($) Low Intraday Volume ($) High Intraday ($) Low Intraday Intraday High ($) High Intraday ($) Low Intraday Volume Volume ($) High Intraday ($) Low Intraday Volume Intraday High ($) High Intraday ($) Low Intraday Volume ($) High Intraday ($) Low Intraday September 201 September August 201 August July 201 July June 201 June May 201 May April201 March 201 March February 201 February January 201 January
of Power Financial on the Toronto Stock Exchange (the 201 31, December ITEM 11 securities of classes these of each for traded volume and range price the regarding information provides table following The
Item 11 – Market for Securities
29
8 First First First
24.25 22.75 24.10 23.37 23.81 23.30 23.41 22.91 22.88 22.41 23.09 22.65 23.59 22.8 22.78 21.96 22.83 22.12 Shares, Shares, Series V SeriesK 86,587 83.790 30,896 93,412 Preferred Preferred 155,745 123,655 143,603 108,755 117,249 (PWF.PR.Z) (PWF.PR.K)
I O N F O R M First First First First 19.09 18.23 18.56 17.54 20.11 18.84 19.75 19.00 19.94 19.28 19.91 19.00 26.13 25.71 26.12 25.93 26.17 25.36 Shares, Shares, SeriesI Series T 80,877 64,358 63,187 63,280 49,200 Preferred Preferred 133,851 182,452 166,853 150,667 (PWF.PR.I) (PWF.PR.T)
First First First First ,206 22.49 22.00 22.30 21.60 21.90 20.76 21.79 21.07 22.70 21.19 22.93 21.20 25.66 25.24 25.76 25.51 25.81 25.59 Shares, Shares, Series S SeriesH 73 91,150 65.239 26,185 59,668 Preferred Preferred 153,396 110,255 381,830 407,767 (PWF.PR.S) (PWF.PR.H) 2019 ANNUAL INFORMAT >
First First First First 25.75 24.98 25.12 24.52 24.54 23.36 25.00 24.30 25.55 24.81 25,80 25.32 Shares, 25.94 25.55 25.88 25.67 25.94 25.48 Shares, Series R SeriesF 91,445 70,065 30,025 Preferred Preferred 132,213 141,944 177,037 211,215 128,445 251,225 (PWF.PR.R) (PWF.PR.G) CORPORATION
st st First First Fir 165 , 14.58 13.81 13.80 12.57 16.75 15.20 15.40 14.32 14.95 14.09 14.71 14.30 Shares, 24.17 23.83 24.46 24.10 24.80 24.18 Shares, Series Q SeriesE 24,950 95 21,368 34,400 74,050 29,100 87,353 58,138 71,457 Preferred Preferred (PWF.PR.F) (PWF.PR.Q) FINANCIAL Shares were delisted from the TSX effective as of the close of trading on
First First First First P O W E R 14.30 13.26 13.32 12.26 15.85 14.14 14.86 13.93 15.00 13.85 14.70 13.90 25.25 24.91 25.28 24.91 25.40 25.01 Shares, Shares, Series P SeriesD 70,887 54,535 58,696 55,323 53,542 26,965 95,460 Preferred Preferred 111,511 223,452 (PWF.PR.E) (PWF.PR.P)
First First First First 25.76 25.31 25.68 25.35 25.73 25.30 25.53 24.84 25.43 25.05 25.77 25.20 13.17 11.51 12.65 11.30 12.15 11.60 Shares, Shares, SeriesA Series O 32,837 48,249 23,160 35,907 41,965 11,564 Preferred Preferred 201,390 196,515 125,863 (PWF.PR.A) (PWF.PR.O)
[1] First First Shares 37.00 31.94 31.38 29.28 33.26 30.84 24.10 22.85 23.54 22.91 23.21 22.50 22.40 21.82 22.76 22.06 23.99 22.37 (PWF) Shares, Series L 82,705 54,844 94,833 Common Common Preferred 181,554 200,507 171,254 (PWF.PR.L) 22,668,542 12,838,515 130,900,409
9 9
, 2020.
9 9 18 9
9
9 9 9 Following the completion of the Reorganization, the Common February Intraday High ($) High Intraday ($) Low Intraday Volume Volume ($) High Intraday ($) Low Intraday Volume Intraday High ($) High Intraday ($) Low Intraday Volume ($) High Intraday ($) Low Intraday Intraday High ($) High Intraday ($) Low Intraday Volume Intraday High ($) High Intraday ($) Low Intraday Volume Intraday Low ($) Low Intraday Volume ($) High Intraday ($) Low Intraday Volume Intraday High ($) High Intraday ($) Low Intraday Volume ($) High Intraday
June 201 June May 201 May April201 March 201 March February 201 February January 201 January December 201 December November 201 November October 201 October
[1]
Item 11 – Market for Securities
30
First First
23.46 22.75 23.19 22.27 24.00 22.93 24.00 23.64 23.99 23.74 24.30 23.70 Shares, SeriesV 49,116 95,978 54,158 64,410 63.572 88,366 Preferred (PWF.PR.Z)
I O N F O R M First First 16.76 18.08 16.80 18.50 17.41 18.98 18.09 18.63 16.38 17.65 17.15 17.69 Shares, SeriesT 69,015 71,089 Preferred 218,785 196,998 127,187 169,371 (PWF.PR.T)
First First 21.80 22.64 21.94 23.10 22.09 22.35 21.38 22.14 20.94 22.33 21.16 22.39 Shares, SeriesS 78,981 78,985 74,180 Preferred 124,320 397,991 152,757 (PWF.PR.S) 2019 ANNUAL INFORMAT >
First First 25.05 25.28 24.95 25.72 25.10 25.39 24.87 25.33 24.41 25.40 24.63 25.51 Shares, SeriesR 37,047 67,460 86,618 35,864 Preferred 100,091 100,217 (PWF.PR.R) CORPORATION
First First 12.28 13.32 12.85 14.10 12.70 13.80 12.98 13.50 11.50 13.64 12.58 13.41 Shares, SeriesQ 46,000 43,570 43,078 94.617 Preferred 110,327 119,450 (PWF.PR.Q) FINANCIAL
First First P O W E R 12.00 13.40 12.58 14.07 12.50 13.78 13.06 13.80 11.44 13.42 12.20 13.51 Shares, SeriesP Preferred 356,701 269,030 523,878 110,643 379,226 849,058 (PWF.PR.P)
First First 25.84 25.67 25.89 25.62 25.87 25.47 25.84 25.58 25.90 25.37 25.79 25.45 Shares, SeriesO 46,041 24,017 59,191 44,245 68,473 74,360 Preferred (PWF.PR.O)
First First 24.22 23.49 23.50 22.47 23.76 23.29 24.22 23.44 23.53 22.85 23.16 22.06 Shares, SeriesL 44,898 50,077 45,531 38,361 87,411 Preferred 209,595 (PWF.PR.L)
9 9 9
9 9
9 Volume Intraday High ($) High Intraday ($) Low Intraday Volume ($) High Intraday ($) Low Intraday Intraday High ($) High Intraday ($) Low Intraday Volume Intraday Low ($) Low Intraday Volume ($) High Intraday ($) Low Intraday Volume Intraday High ($) High Intraday ($) Low Intraday Volume ($) High Intraday December 201 December November 201 November October 201 October September 201 September August 201 August July 201 July
Item 12 – Directors and Officers
,
on 31 ]
the 2 [ sion
deci Jackson - - -
Power A.
an an and Deputy Committee (Chair) Committee Membership Audit Committee Audit Committee Audit Board’s I O N F O R M David
ecutive Officer of J. -
] 3 [ Graham, as as a result of the
R. R.
Chief Executive Executive Chief - Chief Executive Officers of -
] President and Co and President
3 [ President and and President - 2019 ANNUAL INFORMAT Chairman of the the of Chairman the of Chairman - - position(s) and and >
s Ambassador to the United theUnited to Ambassador s ’ . . . They continue to as serve as Chairm
Financial Officer of BCE Inc. BCE of Officer Financial
20
Chief Canada Bell and Previously held the(in five past years) Co Executive Corporation Power of Officer Executive Chief Co Executive Co and Corporation Power of Officer Canada States n/a n/a Vice Executive
CORPORATION
of of
on March 18, 20
. on February 13, 2020
] the Board of Directors of the Corporation
3 FINANCIAL
[ ted Dentons Dentons from Power 2016
r. r. and André Desmarais retired as Co J P O W E R termina Messrs. Messrs. Marc A. Bibeau, Gérald Frère, Anthony
of the Corporation theCorporation of the Corporation resigned
RS and of Power of and
ry Compensation Committee, the Governance and Nominating Committee and the Related
á
since August since
name, name, province or state and country of and residence principal occupation for each Principal Principal
Chairmen of
-
ke J.E. Szathm ő Canada LLP Canada of Officer Executive Chief and President theCorporation Director Company 2015 since Director Company Current Occupation Chairman Deputy Power of and and theCorporation of Chairman Power at Advisor Business Senior
Dr. Em 2016 May 2005 May 2014 May 2018 Director since May 1988 April 1983 May
] and and as Executive Co 4 [
of the Corporation. the of
]
1 [
McArthur and 2020 , became President and Executive Chief Officer of
J.
DIRECTORS AND OFFICE Directors
13,
Susan
Chairman, respectively, of the Board of Directors Corporation of the and of Power. Mr. R. Jeffrey Orr, President and Chief Ex Corporation Mr. Ryan also served a as Director of Corporation the from 2011May to 2013.May Ms. reduceto the number of its members from 12 6. to Following completion of the Reorganization, the Party Conductand Review Committee of the Board were As part of the Reorganization, February Messrs. Paul Desmarais, On On February 28, 2020, following the Reorganization,
Florida, U.S.A Florida, Vanaselja A. Siim Canada Ontario, R. Jeffrey Orr Jeffrey R. Canada Québec, Jr. Ryan, Timothy T. Gary A. Doer A. Gary Canada Manitoba, Paul Desmarais, Jr. Desmarais, Paul Canada Québec, Name and Province/StateName and Country of Residence Desmarais André Canada Québec,
[4] [3] [2] [1] The following table sets forth the full current Director ITEM 12 12.1 Item
Item 12 – Directors and Officers
32 each each Michel
, Ó Ó hÓgáin, I O N F O R M tion, became Presidentbecame tion, André Desmarais , to to reduce the number of officers
’ decision Paul Desmarais, Jr. 2019 ANNUAL INFORMAT >
Previously held position(s) the(in five past years) n/a n/a n/a n/a Board of Directors
CORPORATION
FINANCIAL
] 2 [
P O W E R Counsel and Secretary and Counsel
as as a result of the Corporation’s
President and Chief Financial Financial Chief and President Chief Executive Officer of the the of Officer Executive Chief -
and of Power of and
fficers of the Corporation. the of
] o 1 [
Principal Principal President, General General President, the of Controller and President Reorganization, - - , the following individuals ceased to be officers of the Corporation: 4 Current Occupation and President Corporation Vice Executive Power of and Corporation the of Officer Vice Power of and theCorporation of Vice Power of and Corporation to to
9
8, 8, 2020, following the
Executive andother Bélair, Amaury de Seze, Claude Généreux, Olivier Desmarais, Paul Desmarais, III, Paul C. Genest, Hugo Breton, Mei Dong, Eoin
- executive and other officers other and executive March 1 Plessis Richard Pan, Pierre Piché, Luc Reny Deliaand Cristea. Corpora the of Officer Executive Chief and President Orr, Jeffrey R. Mr. Reorganization, the of part as 2020, 13, February On Chiefand Executive ofOfficer Power. On On of the Corporation from 1
Québec, Canada Québec, Stéphane Lemay Lemay Stéphane Canada Québec, Vasseur Le Denis Québec, Canada Québec, Tretiak D. Gregory Canada Québec, Name and Province/StateName and Country of Residence Orr Jeffrey R.
[2] [1]
Item 12.2 Item The following table sets forth the full name, province or state and country of and residence principal occupation for current
Item 13 – Voting Securities
- 33 cial cial
8 6
0.0 0.0 0.10 ary Trustary are Percentage esidu I O N F O R M directly and indirectlyand directly
of the issued and outstanding
if if there is no such majority, per per cent of the voting shares of
, 1 . 4 515,690 537,029 242,484 per cent of the voting shares of Lifecoof sharesvoting the ofcent per
per cent
t to the rights of Paul Desmarais, Jr. and 6.0 100 Number of sharesNumber 2019 ANNUAL INFORMAT > provided that , as at December 31, 2019,December31, at as ,
Financial, Lifeco and IGM Financial have not been included in CORPORATION
phie Desmarais, Bélair and Guy Fortin. The trustees also act as voting administrators. - FINANCIAL owned subsidiary) exercised control over 6
shares of Power are determined (subjec s ’
P O W E R the date hereof, Power beneficially owns es of each class of voting securities of Power Financial and its subsidiaries subsidiaries its and Financial Power of securities voting of class each of es cial. as of as
(through a wholly
per cent of the votes attached to the voting securities of Power. The Desmarais Family Residuary of up to 15,000,000 and 14,000,000 Subordinate Voting Shares of Power, respectively) by a majority a by respectively) Power, of Shares Voting Subordinate 14,000,000 and 15,000,000 to up of
8 . 61 , was:, 9 Power Financial controlled directly or indirectly 65.0 per cent and 6 centand per65.0 indirectly or Financialcontrolleddirectly Power
, 9
[2] . Jr. and André Desmarais, acting together, may make such decisions. Paul Desmarais, Jr., André Desmarais and Michel Plessis
hares hares of Power carrying
VOTING SECURITIES , as at December 31, 201 31, at December , as ] 1
voting s [
Desmarais,
ed
e Paul Bélair are each a Director and/or officer of Power Finan Following completion the of the Reorganization and Common Shares Power Financial, and the Desmarais Family Residuary Trust exercises control over Pansolo whichPansoloovercontrol exercisesTrust Residuary DesmaraisFamily the Financial,and Power own for the is Trust benefit of members familyof of Honourable the The Paul Desmarais.G. The trustees of the Desmarais Family R Paul Desmarais, Jr., André Desmarais, Sophie Desmarais, Michel Plessis Decisions with respect to voting and disposition of Pansolo pledge or sale the direct to Desmarais André of the trustees of the Desmarais Family Residuary Trust, excluding So Securities directly or indirectly controlled or beneficially owned by Power, Power 201 31,December at table.As the and IGM Financial, respectively, while Power Common Shares Common Shares Common Common Shares Common
Lifeco Financial IGM Nam Financial Power
[2] [1] beneficially owned, or controlled or directed, directly or indirectly, by all Directors and executive officers of Power Finan Power of officers executive and Directors all by indirectly, or directly directed, or controlled or owned, beneficially as group a ITEM 13 securiti of percentage and number aggregate The
Item 14 – Interests of Management and Others in Material Transactions Item 15 – Material Contracts Item 16 – Transfer Agent
l 34
hares, hares,
s I O N F O R M ommon ommon c
a filing is required. irectors or executive executive or irectors D of its of Power Power Financial’s and Lifeco common shares common Lifeco
ANSACTIONS 74 74 diluted basis prior to diluted basis the registrar, registrar, Computershare - for which of the of irectors and executive officers officers executive and irectors ) ) under D 59,700,9 032 032 , on on a non
318 2019 ANNUAL INFORMAT , >
49 hares
, s bid directly directly or indirectly more than 10 per cent of www.sedar.com ompleted financial years or during the current current the during or years financial ompleted for cancellation cancellation for ommon ommon c CORPORATION
SEDAR SEDAR (
THERS IN MATERIAL TR . Pursuant to the the to Pursuant
FINANCIAL Lifeco and purchased purchased and
hare. s P O W E R ommon ommon
c
on on December 18, 2019 on
0 per per 0 were purchased by purchased were
5
eements, eements, as contained within the material change report of the Corporation dated s entered into by Power and each of Power Financial’s Financial’s Power of each and Power by into entered s , Power Financial is not bound by any material contract substantial issuer bid bid issuer substantial per of cent per outstanding its issued and profiles OF MANAGEMENT AND O
agreement entered into by Power Financial and Power on December 12, 2019 and the related related the and 2019 12, December on Power and Financial Power by into entered agreement 6.0 6.0
in any transaction within the three most recently c recently most three the within transaction any in
incorporated herein by reference. by herein incorporated completed a completed the Corporation the by by , are are ,
Lifeco Lifeco TRANSFER AGENT MATERIAL CONTRACTS INTERESTS , at a purchase price of $33. of price purchase a at ,
respective respective company
, direct or indirect, or direct ,
Power Power Financial’s securities are transferable at the principal offices of and Montréal. in Toronto Inc., Services Investor its transfer agent and ITEM 16 The descriptions of the foregoing agr 2019 18, December voting rights and support agreement support and rights voting as well as with Pansolo which were filed Power’s ITEM 15 arrangement the Except for representing approximately representing approximately repurchase owned beneficially financial year that has materially affected or is reasonably expected to materially affect the Corporation. the Corporation. affect to materially expected reasonably is or affected materially that has financial year 2019, 17, April On officers officers of the Corporation, (ii) shareholders who beneficially own or control the Common Shares, or (iii) any associate or affiliate of the persons referred to in (i) and (ii), has or has had any interest materia ITEM 14 the (i) of none Form, Information Annual this in elsewhere described as or below out set as than Other
Item 17 – Experts Item 18 – Additional Information
. . 35 orm F
with with the
under under the
and and Power annual and 9 I O N F O R M nformation nformation I In accordance
nnual nnual . A , , which may be viewed 2019 ANNUAL INFORMAT >
www.sedar.com These These issuers are required to file CORPORATION
Ordre des comptables professionnels agréés du Québec du agréés professionnels comptables des Ordre FINANCIAL P O W E R Lifeco and IGM Lifeco the Financial, major and direct of indirect subsidiaries
N
O . , will be deemed to be incorporated by reference into this www.sedar.com at at
www.sedar.com s s auditor is Deloitte LLP. Deloitte LLP has advised the Corporation that it is independent with respect to ’ l, l, are reporting issuers under Canadian securities legislation. ADDITIONAL INFORMATI EXPERTS
s MD&A, s MD&A, which have been filed on SEDAR. ’ Financial
interim financial statements, material change reports and copies of material contracts profiles company respective Additional financial information is provided in the financial statements for the year ended December 31, 201 Financial Power Financia Additional Additional information relating to Power Financial may be found on SEDAR at under when its filed Compensation, of Executive Statement Corporation’s the Relief, Exemptive Disclosure Compensation profile on SEDAR at ITEM 18 the Corporation within the meaning of the Code of Ethics of the the of Ethics of Code the of meaning the within Corporation the ITEM 17 Power