2020 Annual Information Form
March 23, 2021
POWER CORPORATION OF CANADA > 2020 ANNUAL INFORMATION FORM 2
TABLE OF CONTENTS
Item 1 General Information 3 Item 1.1 Defined terms 3 Item 1.2 Information regarding Power Financial 4 Item 2 Documents Incorporated by Reference 5 Item 3 Forward-Looking Information 6 Item 4 Corporate Structure 8 Item 4.1 Incorporation 8 Item 4.2 Intercorporate relationships 9 Item 5 General Development of the Business 11 Item 5.1 Business of Power 11 Item 5.2 Development of the business over the last three years 11 Item 6 Narrative Description of the Business 16 Item 6.1 Publicly traded operating companies 16 Item 6.2 Alternative asset investment platforms 20 Item 6.3 China AMC 22 Item 7 Risk Factors 23 Item 8 Description of the Share Capital 25 Item 8.1 Power 25 Item 8.2 Power Financial 27 Item 9 Ratings 32 Item 10 Dividends 35 Item 10.1 Power 35 Item 10.2 Power Financial 35 Item 11 Market for Securities 37 Item 11.1 Power 37 Item 11.2 Power Financial 38 Item 12 Directors and Officers 41 Item 12.1 Directors 41 Item 12.2 Executive and other officers 42 Item 13 Voting Securities 44 Item 14 Committees 45 Item 14.1 Audit Committee 45 Item 15 Interest of Management and Others in Material Transactions 48 Item 16 Transfer Agent 49 Item 17 Experts 49 Item 18 Environmental, Social and Governance Factors 50 Item 19 Additional Information 51 Appendix A Power Corporation of Canada Audit Committee Charter 52
Item 1 – General Information
3
ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL
2020
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A
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Annual Information Form
Abbreviation IGM Financial’s Annual InformationForm Power Sustainable Power Putnam SGS Umicore Webhelp Imerys Counsel Planning Investment Management IG Wealth Irish Life LafargeHolcim Lion Electric Investments Mackenzie MD& Power’s Mowi Genesis Northern Ontex Pansolo Holding Pargesa Parjointco Switzerland Parjointco Parques Pernod Portag3 II Portag3 Corporation Power or the Financial Power Lifeco’s Life Canada Frère group Empower Retirement Lifeco GBL
POWERCORPORATION OF CANADA
, 2021 7
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Partnership Partnership y
ios Centrales, S.A. S.A. ios Centrales, Canada, March 1 dated A
Corporation
c. Sagard Holdings c. Sagard Compagnie Nationale à Portefeuille Nationale Compagnie
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A Defined terms Defined GENERAL INFORMATION INFORMATION GENERAL
NV/SA NV/SA A
Holding Inc. Holding A
Total V
1 A 1 B .
1 Wealthsimple Financial Corp. Group Webhelp Wealthsimple Total S Total Umicore Putnam Investments, LLC LLC Investments, Putnam Sagard Holdings In SGS SA Power Corporation of Canada Canada of Corporation Power Corporation Financial Power Inc. Capital Sustainable Power Portag3 Ventures Limited Ventures Portag3 Portag3 Ventures IILimited Partnership Parjointco Switzerland S Switzerland Parjointco Servic Reunidos Parques SA Ricard Pernod Pansolo SA Holding Pargesa S Parjointco Mowi AS Corp. Acquisition Genesis Northern Ontex Management’s Discussionand Analysis of Corporation of Power LafargeHolcim Ltd. Ltd. LafargeHolcim Compan Electric Lion The Financial Mackenzie Investment Planning Counsel Inc. Inc. Counsel Planning Investment Inc. Group Investors Limited Group Irish Life Groupe Bruxelles Lambert Lambert Bruxelles Groupe IGM Financial Inc. Imerys S IGM Financial Great-West Life & Annuity InsuranceCompan Inc. Great-West Lifeco China Asset Management Co., Ltd. Ltd. Co., Management Asset China / Frère Bourgeois GEA Group AG AMC China GEA Annual Information Form of IGM Financial Inc., Financial IGM Form of Information Annual dated March Compan Assurance Life Canada The adidas AG AG adidas Inc., Lifeco Great-West Form of Information Annual dated February adidas Name in full full Name in
The following abbreviations have been used throughout this Annual Information Form: Form: Information this Annual throughout used been have abbreviations The following ITEM ITEM Item
Item 1 – General Information om the requirement for for requirement the om annual information that form ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 4 pursuant to Section 13.1 thereof and thereof 13.1 Section to pursuant 2020 (Description of Capital Structure) and and Structure) Capital of (Description >
7 Power pursuant to an exemption from from an exemption to pursuant Power . . includesan exemption fr wer includes disclosure in its wer includes disclosure (Dividends and Distributions), andDistributions), (Dividends POWERCORPORATION OF CANADA 6 Continuous Disclosure Obligations Disclosure Continuous 1-102 – Annual Information Form Annual Information 5 continuous disclosure documents filed by g Power Financial 1-102F2– 5 Information regardin Information , 2021, regarding Power Financial and Power. This This Power. and Financial Power 2021, regarding , 9
2 . 1 (Market for Securities) of Form of Securities) for (Market
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the requirements of National Instrument Instrument of National requirements the as providedin the decisionof the Autorité des marchés financiersand the Ontario SecuritiesCommission, dated 1 January Po form provided information an annual file to Financial Power Item the of certain on relies Financial Power
would be required of Power Financial under Items Items under ofFinancial Powerbe required would Item 2 – Documents Incorporated by Reference ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 5 . 2020 >
www.sedar.com . POWERCORPORATION OF CANADA by reference to the extent specified herein: herein: specified extent to the by reference ATED BY REFERENCE REFERENCE ATED BY ial’s Annual Information Form. Form. Information ial’s Annual www.sedar.com DOCUMENTS INCORPOR DOCUMENTS
Certain portions of Lifeco’s Annual Information Form; and and Form; Information Annual of Lifeco’s portions Certain Financ of IGM portions Certain 2
˃ ˃
ITEM ITEM herein incorporated are documents following The
The above documents have been prepared by Lifeco and IGM Financial, respectively, and are available on SEDAR under under SEDAR on available are and respectively, IGM Financial, and by Lifeco prepared been have documents above The at profiles company their respective In addition, certain portions of Power’s MD&A are incorporated herein by reference to the extent specified herein. herein. specified extent to the by reference herein incorporated are MD&A Power’s of portions certain In addition, at profile Corporation’s the under SEDAR on is available MD&A Power’s Item 3 – Forward-Looking Information
at ereof and ereof ), the Corporation’s ), the Corporation’s nts, estimates and and estimates nts, 9 internationally, fluctuations s, goals, ongoing objectives, objectives, ongoing s, goals, orist attacks, wars and other other and wars attacks, orist ral or specific and which givespecific ral or negative versions th Annual Information Form, the Form, Information Annual ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 6 2020 >
ges in accounting policies and methods methods and policies accounting ges in significant significant judgme crises (such as COVID-1 as (such crises acquisitions and implement other growth acquisitions and implement by such subsidiaries in their respective MD&A MD&A respective in their subsidiaries by such cts”, “forecasts” or cts”, “forecasts” iaries’ currentexpectations as disclosed in their factors in North America and factors in North America ity and funding risks, risks related to investments in private private in investments to related risks funding risks, and ity ’ control, affect the operations, performance and results of of and results performance operations, the affect ’ control, bsidiaries disclosed in this disclosed in bsidiaries opportunities, priorities, target opportunities, priorities, s, business competition, operational and reputational risks, risks, and reputational operational competition, s, business couldcause actual results tomaterially differ from current fined herein), the completion of the Lion Electric merger merger Electric Lion of the completion the herein), fined , statements regarding the operations, business, financial including the fintech strategy, the expected impact of the the of impact expected the strategy, fintech the including events, man-made disasters, terr These factors include, but are not limited to: the impact or impact the limited to: are not but include, factors These d uncertainties that may be gene that may uncertainties d ansactions, integrate s such assuch “should”, “will”, “may”, “would”s and “could”. ic or other public health or public ic other POWERCORPORATION OF CANADA respective MD&A and annual information form. form. information MD&A and annual respective iaries, reflect such subsid iaries, reflect sociated with financial instruments, chan instruments, with financial sociated ncluding uncertainties associated with associated uncertainties ncluding ates”,“seeks”, “targets”, “intends”, “proje is subject to inherent risks anto risks inherent is subject d foreign exchange rates, monetary policies, business investment and the health of local and local of health the and investment business policies, monetary rates, exchange foreign d pectations, forecasts, predictions, projections or conclusions will not prove to be accurate, th accurate, be to prove not will conclusions or projections predictions, forecasts, pectations, this Annual Information Form, the risks identified identified risks the Form, Information Annual this ility to complete strategic tr strategic complete to ility . While the Corporation considers these assumptions to be reasonable based on information currently currently information on based reasonable to be assumptions these considers Corporation the . While FORWARD-LOOKING INFORMATION pandemic on the Corporation and its subsidiaries’ operations, results and dividends, as well as the outlook for for outlook as the well as dividends, and results operations, subsidiaries’ its and Corporation on the pandemic
9 3 andab its subsidiaries’ with and factors foregoing the managing and anticipating in success subsidiaries’ and its Corporation’s the strategies, su Corporation’s the of statements forward-looking to respect at available and Canada in authorities regulatory securities the with filed recently most form information annual and www.sedar.com availableto management, they mayprove to be incorrect. other similar expressions, or future or conditional verb or conditional or future expressions, similar other rise to the that ex possibility conflicts, or an outbreakof a public health pandem in their subsidiaries by such factors identified The readercautioned is toconsider these andother factors, uncertaintiesandpotential events carefullyand not to put certain upon based is statements forward-looking in contained Information statements. on forward-looking reliance undue including projection, or a forecast or making a conclusion drawing in applied were that assumptions material other as as well developments, future expected and conditions current trends, of historical perceptions management’s complete to cash of availability the including circumstances, the in appropriate be to believed are that considerations a have to expected not are collectively, paragraph, previous the in of factors list the that NCIB, 2021 the under purchases Corporation’s of the statements to forward-looking with respect and its subsidiaries and Corporation the on impact material in disclosed subsidiaries By its nature, this information By its nature, this information market and political economic, of general impact unanticipated global equity and capital markets, management of market liquid of market and capital management markets, equity global assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, the Corporation’s and beyond are its subsidiariesmanywhich of the Corporation andsubsidiaries its and their businesses, and or results. events or anticipated of estimated expectations rates,in interest inflation an as risks illiquid securities, and companies usedto report financialcondition (i change accounting future of applying the effect assumptions), laws, tax in changes legislation, and catastrophic regulation government in changes risks, cybersecurity changes, technological proceedings, regulatory or judicial unexpected
and possible future developments and the reader is cautioned that such statements may not be appropriate for other other for appropriate be not may statements such that cautioned is reader the and developments future and possible purposes.These statements may include, without limitation condition, expected financial results, performance, prospects, strategies outlook and the of Corporationand subsidiaries its COVID-1 of effects intended the periods, subsequent and year fiscal current the for economies and international American North de (as NCIB 2021 the herein), defined (as Reorganization the transaction, the and Corporation’s subsidiaries’ disclosed expectations.Forward-looking statements include statements as “expects”, such words or include or conditions, events future to or refer upon depend in nature, predictive are that “anticipates”, “plans”, “believes”, “estim respective annual information forms. Forward-looking statements are provided for the purposes of assisting the reader in in reader the assisting of purposes the for provided are statements Forward-looking forms. information annual respective of historical context in the in time point a at risks and prospects operations, business, and its Corporation the understanding ITEM ITEM forward-looking are fact, historical of statements than other Form, Information Annual this in statements Certain to disclosure respect with or expectations, current Corporation’s the reflect and assumptions certain on based statements subsid public Corporation’s regarding the
Item 3 – Forward-Looking Information ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 7 in its disclosure materials, including including materials, disclosure in its 2020 >
securities regulatoryauthorities Canada in and availableat POWERCORPORATION OF CANADA looking statements is based is provided looking is based statements is provided ‐ . The sections entitled “General” of Lifeco’s Annual Information Form and “Forward-Looking Statements” of of Statements” and “Forward-Looking Form Information Annual of Lifeco’s “General” entitled sections . The
this Annual Information Form and Power’s MD&A, filed with the the with filed MD&A, Power’s and Form Information Annual this www.sedar.com IGM Financial’s Annual InformationForm are incorporated herein by reference. Additional information about the risks and uncertainties of the Corporation’s business and material factors or assumptions assumptions or factors material and business Corporation’s of the uncertainties and risks the about information Additional on which information contained in forward any to update obligation no undertakes the Corporation law, Canadian by applicable required as specifically than Other reflect or to is made, statement such which on date the after circumstances or events reflect to statement forward-looking the occurrence ofunanticipated events, whethera as resultofnew information, future eventsorresults, or otherwise. Item 4 – Corporate Structure Series; The Companies Companies The 0. Its head and and head 0. Its 986 98 under under 5 2 members; 9 Preferred Shares, Series C; C; Series Shares, Preferred t Preferred Shares, Series D; D; Series Shares, t Preferred 8 , 1 8 as 3¾¢ as Participating Preferred ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 8 2020 ½¢ Participating Preferred Shares and Shares and Preferred ½¢ Participating > 7
(“CBCA”) on June 13, 1 13, June on (“CBCA”) members; 7 per cent Non-Cumulative First Preferred Shares, Series B; B; Series Shares, Preferred First cent Non-Cumulative per 5 0per centNon-Cumulative First .3 .00 per cent Non-Cumulative Firs Non-Cumulative cent per .00 8 0 per cent Non-Cumulative First Preferred Shares, Series G. G. Series Shares, Preferred First Non-Cumulative cent 0 per . 5 5 6 5 . 5 ½¢ Participating Preferred Shares Preferred ½¢ Participating 0 per cent Non-Cumulative First Preferred Shares, Series A; A; Shares, Series Preferred First Non-Cumulative cent 0 per 7 6 . POWERCORPORATION OF CANADA 5 ½¢ Participating Preferred Shares and the Subordinate Voting Shares on on Shares Voting Subordinate and the Shares Preferred Participating ½¢ ¢ Participating Preferred Shares and the Subordinate Voting Shares on a on Shares Voting Subordinate the and Shares Preferred ¢ Participating ,000,000 7 ¢ Participating Preferred Shares as Shares ¢ Participating Preferred 5 ,000,000 8 5 6 ,000,000 ,000,000 been amendedas follows: 8 Canada Business Corporations Act Canada Business ,000,000 ,000,000 6 , to create 10,000,000 5 , to create 2,000,000 Cumulative Redeemable First Preferred Shares, 1 Shares, Preferred First Redeemable Cumulative 2,000,000 create to , 1 Victoria Square, Montréal, QuébecH2Y 2J3. , to subdivide the Participating Preferred Shares and the Subordinate Voting Shares on a on a Shares Voting and the Subordinate Shares Preferred Participating the , subdivide to , to subdivide the , to create , to create 4 , to subdivide the 1 986 , to re-designate as Subordinate Voting Shares the common shares of Power; of Power; shares common the Shares Voting as Subordinate to re-designate , 75 , to subdivide the 3¾¢ Participating Preferred Shares and the Subordinate Voting Shares on a on Shares Voting Subordinate and the Shares Preferred Participating 3¾¢ the , to subdivide , to increase the size of the Board of Directors to a maximum of of 2 a to maximum Directors of the Board of size the , to increase 986 999 985 984 , 1 998 986 , 1 6 , 1 9 9 0, the Articles of Power have of Power Articles 0, the 98 Incorporation CORPORATE STRUCTURE
effective November 22, 2001, to create create to 2001, 22, November effective two-for-one basis and to re-designate the 3¾¢ Participating Preferred Shares as Participating Preferred Shares; Shares; Preferred Participating as Shares Preferred Participating 3¾¢ the re-designate to and basis two-for-one effective June effective June 3, 1 effective June effective May 11, 1 11, effective May effective July Shares; Shares; two-for-one basis, to re-designate the 1 the to re-designate basis, two-for-one effective January 31, 1 effective January a two-for-onebasis and to re-designate the to increase the size of the Board of Directors to a maximum of 2 of a maximum to Directors of Board the of size the to increase effective May 1, 1 1, effective May 1 effective June two-for-one basis; basis; two-for-one effective October 12, 200 effective July 23, 200 July effective effective February 22, 2012, to create create to 22, 2012, February effective and and effective December 2, 2002, to create to create 2, December 2002, effective 1 4 . 4
˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ (Canada) and continued under the the under continued and (Canada) Act
Power Corporation of Canada — Power Corporation du Canada was incorporated on April on 1 was incorporated Canada du Corporation — Power of Canada Corporation Power ITEM ITEM Item
registered office is located at registered 1 13, Since June Item 4 – Corporate Structure
the Canadian the Canadian wer) as at that date. Certain date. that as at wer) ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 9 2020 >
other subsidiaries of the Corporation. Corporation. the of subsidiaries other year 31,year 2020 December ended with filed d, directly or indirectly, by Po indirectly, or d, directly direction is exercised, directly or indirectly, by Power(unless or indirectly, directly exercised, is direction hold investments in hold investments al Information Form and “General” of IGM Financial’s Annual Annual Financial’s of IGM and “General” Form al Information . The subsidiaries that have been omitted represent, as a group, group, as a represent, omitted been have that subsidiaries . The [a] and on the Corporation’s website. website. and the Corporation’s on POWERCORPORATION OF CANADA www.sedar.com s were incorporated in Canada) and the approximate percentages of participating approximateand in Canada)were the incorporated percentages s idated financialstatements for the fiscal Intercorporate relationships relationships Intercorporate
2 . 4 securities regulators and which are available at available which are and securitiesregulators [a] Corporation’s Basedon the annual consol
Item in interests including 2020, 31, December at as structure corporate Power’s summarizes page following the on chart The of incorporation jurisdiction the forth sets chart The companies. investee and subsidiaries other certain and material its indicated, all companie otherwise (unless
equity securities beneficially owned, or over which control or control which or over owned, beneficially securities equity otherwise indicated, such percentages also represent the approximate percentages of votes attached to voting securities securities voting to attached votes of percentages approximate the represent also percentages such indicated, otherwise beneficially owned, or over which control or direction is exercise assets consolidated Corporation’s of the per cent 10 than more did not represent or revenues assets total whose subsidiaries omitted been have 2020 31, December at as revenues or
The sections entitled “Corporate Structure” of Lifeco’s Annu of Lifeco’s Structure” “Corporate entitled sections The
significantly less than 20 per cent of the consolidated assets and revenue of the Corporation as at December 31, 2020. The The 2020. 31, December at as Corporation of the revenue and assets consolidated the of cent per 20 than less significantly to is role primary whose subsidiaries certain omits also chart InformationForm are incorporated herein by reference. Item 4 – Corporate Structure
10 3 Canada Inc., 3 Canada ehicle in which 89 Parjointco. GBL’s Parjointco. 11 4 s subsidiariesown, in licly traded operating operating traded licly per cent, respectively, for for respectively, cent, per 4 1. 4 .0 per cent of the votes attached cent .0 per 65 ll voting securities of IGM Financial. of IGM Financial. ll securities voting idiary of the Corporation. In addition, addition, In Corporation. the of idiary ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL per cent and 8 . 2020 4 >
per cent, 1 cent, per 7 . 8 00003Canada Inc.,each a wholly ownedsubsidiary of the 44 .0 per cent of the participating equitysecurities of Lifeco. The 4 .0 per cent of the votes attached to a votes attached of the cent per .0 66 Northleaf Capital Group Ltd. is held through an acquisition v acquisition an is held through Ltd. Group Capital Northleaf per cent, respectively. respectively. cent, per 9 . e section entitled “Narrative Description of the Business – Pub Business of the Description “Narrative entitled section e ld through Parjointco Switzerland, a wholly owned subsidiary of owned subsidiary a wholly Switzerland, Parjointco ld through 75 POWERCORPORATION OF CANADA 00003 Canada Inc., each a wholly owned subs a wholly owned each Inc., Canada 00003 44 per cent of the participating equity securities of IGM Financial (excluding 0.02 per cent of cent per 0.02 (excluding Financial of IGM securities equity participating of the per cent 9 ld equity interests inWealthsimple of 1 per cent and and cent per 9 . 74 3 Canada Inc. and 3.2 per cent are owned by owned are cent per 3.2 and Inc. 3 Canada which are attached approximately approximately attached which are 945 per cent interest in China AMC. AMC. in China interest cent per 3 per cent are owned by owned are cent per 4 9 9 0 per cent equity interest and Lifeco holds a 20 per cent equity interest. interest. equity cent 20 per a holds and Lifeco interest equity cent 0 per 8 3 Canada Inc.3 Canada and 0. per cent of the participating equity securities of IGM Financial are owned by Power Financial and 2.3 per cent are owned by owned cent are per 2.3 and Financial by Power owned are Financial of IGM securities equity participating the of per cent per cent voting interest. The Corporation’s indirect interest in interest indirect Corporation’s The interest. voting cent per per cent of the participating equity securities of Lifeco are owned by Power Financial and 3.1 per cent are owned by 3 are owned cent per and 3.1 Financial by Power are owned of Lifeco securities equity of the participating per cent 89 per cent owned by 3 per are 9 9 7 . . 11 8 . 3. 3.2 per cent voting interest. Parjointco’s interest in GBL is he GBL in interest Parjointco’s interest. voting cent 3.2 per 4 4 shareholding structure and portfolio are further described in th in are further described portfolio and structure shareholding – GBL”. companies an aggregate equity and voting interest of interest voting equity and an aggregate Power Financial, Portag3 I and IGM Financial ho Financial IGM I and Portag3 Financial, Power 5 6 owns the Corporation, of subsidiary a Financial, IGM addition, In Corporation. approximately attached to which are and own, in voting its securities the aggregate, subsidiaries Corporation of Lifeco. securities to all voting 58 3 3. owns of the Corporation, a subsidiary Life, Canada equity securities of IGM Financial held by Canada Life in its segregated funds or for similar purposes). The Corporation and it and Corporation The purposes). similar or for funds segregated its in Life Canada by held Financial of IGM securities equity the aggregate, voting securities to securities voting the aggregate, IGM Financial also holds a 13. IGM Financial IGM Financial holds an holds IGM Financial 100 per cent voting interest. interest. voting cent per 100 49
] ] ]
2 3 1 [5] [6] [4] [ [ [ [7] Item 5 – General Development of the Business
. l 11 48 , 20 7 nesses, including anesses, including the initial closing ofthe initial closing rchased for cancellation cancellation for rchased in North Europe America, in employees worldwide. worldwide. employees
als within the globalfinancia 0 years of engagement. engagement. of 0 years 00 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 4 9 , . 9 9 2020 >
ern basis, of the retirement obligations obligations retirement of the basis, ern and investmentbusi per cent of its issued and outstanding outstanding and issued of its cent per 8 per cent debentures due July 2 percent debentures due July . 9 in GBL are described in the section entitled entitled section the in described are in GBL 455 . 4 gard Holdings, announced gard Holdings, d (the “PFC SIB”) and pu SIB”) “PFC d (the d by Power were repurchased by Power Financial. Financial. Power by repurchased were Power d by focuses on financial services financial on focuses .0 per cent of its issued and outstanding Common Shares Shares Common outstanding and issued of its cent per .0 7 price of $33.00 per Common Share. Pursuant to the bid, to bid, the Pursuant Common $33.00 per of Share. price e investments in specific vertic e investments in specific of deep and long-standing relationships, to provide superior superior provide to relationships, and long-standing of deep ing, on a going-conc ing, on a e repurchase, at a purchase price of $33.00 per Subordinate Subordinate per of $33.00 price a purchase at e repurchase, ugh Power Financial, Power controls Lifeco and IGM Financial Financial and IGM Lifeco controls Power Financial, Power ugh , wealth management China resulting from more than than more from resulting China Power Energy Eagle Creek LLP, Power Sustainable completed the the completed Sustainable Power LLP, Creek Eagle Energy Power POWERCORPORATION OF CANADA per cent debentures due April 22, 201 April due debentures cent per iaries had, in aggregate, approximately 2 approximately in had, aggregate, iaries 57 . 7 uare Victoria Communications Group Inc., transferred its net assets to a new not- a new to assets net its transferred Inc., Group Communications Victoria uare 0 million principal amount of 0 5 ined responsibility for the fund the for responsibility ined cent developments regarding Power’s interest Power’s interest regarding cent developments wer Sustainable, and interests in and interests wer Sustainable, , through its indirect subsidiarythrough its indirect , per cent interest in Eagle Creek Renewable Energy, LLC, a U.S.-based owner and operator of of operator and owner U.S.-based a LLC, Energy, Renewable Creek Eagle in interest cent per , the net proceeds were used by the Corporation to fund the early redemption of all of its of all of redemption early the fund to Corporation the by used were proceeds net the , , Portag3 Ventures, the venture capital arm of Sa capital venture the Ventures, Portag3 , 8 8 8 . 8 54 , Power Financial completed a substantial issuer bi issuer a substantial completed Financial , Power , 201 , Power issued $2 issued , Power , 201 , the Corporation also completed a substantial issuer bid (the “PCC SIB”) and purchased for cancellation cancellation for purchased and SIB”) “PCC (the bid issuer a substantial completed also Corporation the , 9 7 8 .1 per cent) of the Common Shares beneficially owne beneficially Shares Common the of cent) .1 per , Gesca Holdings Inc. (formerly, La Presse, Ltée), a French-language news media company, wholly owned by by owned wholly company, media news French-language a Ltée), Presse, La (formerly, Inc. Holdings Gesca , 6 9 9 8 Business of Power of Business Development of the business over the last three years over the last three years Development of the business GENERAL DEVELOPMENT OF THE BUSINESS BUSINESS THE OF DEVELOPMENT GENERAL , 201 , 201 , 201 7 5 1 of its Subordinate Voting Shares, representing approximately approximately representing Shares, Voting its Subordinate of 1 , 201 7 3 of its Common Shares, representing approximately approximately representing Shares, its Common of 3
0 (or 0 (or 4
4 7 2 1 5 . . 97 ,0 , ,3 5 5 9 6 0 3 0 million aggregate principal amount of of amount principal aggregate 0 million 9 999 4 , 5 0, 2, On April 1 On April 4 49 on a non-diluted basisprior to the repurchase,aatpurchase 4 On April 1 On April hydroelectric facilities. facilities. hydroelectric disposition of of its disposition On November 2 On November Portag3 II, its second fintechventure fund focused on early stag technology sector. On October 30, 201 30, On October $2 On September On September As at December 31, 2020, Powersubsid its and Power conducts its investment activities, built upon a network network a upon built activities, investment its conducts Power “General Development of the Business – Development of the business over the last three years – Europe”. – Europe”. years three last the over business of the – Development Business the of Development “General including funds, investment and managers asset alternative in investments include activities Investment returns. Holdings and Po Sagard
and in recent years has implemented an active fintech strategy. It also holds jointly with the Frère group of Belgium an of Belgium group Frère the with jointly holds also It strategy. fintech active an implemented has years recent in and Re in GBL. indirect interest As at December 31, 2020, Power held all of the issued and outstanding Common Shares of Power Financial, representing representing Financial, Power of Shares Common outstanding and issued the of all held Power 2020, 31, December As at Thro cent. per of 100 interest voting and equity aggregate an portfolio of alternative asset investment platforms. platforms. investment asset of alternative portfolio reta Power structure. for-profit the Corporation through its subsidiary Sq subsidiary its through Corporation the NORTH AMERICA NORTH AMERICA July On 1 Item The sectionsentitled “General Development of the Business” of Lifeco’s Annual Information Form and “Development of by reference. herein are incorporated Form Information Annual Financial’s of IGM Years” Three Last the Over Business On July 2 July On and Asia. Its core holdings are leading insurance, retirement insurance, leading are holdings core Its Asia. and date. transaction at the accrued Power is an international management and holding company that company holding and management an international is Power ITEM ITEM Item
Subordinate Voting Shares on a non-diluted basis prior to th to basis prior on a non-diluted Voting Shares Subordinate Voting Share.The PFC SIB and the PCC SIB allowed each ofPowerFinancial and the Corporationto returncapital to their respective shareholderswhile maintaininga strong capital position to fund future growth opportunities. Item 5 – General Development of the Business
12 3 million. 3 million. 9 per cent on a on cent per 7 1. 6 to their respective respective their to d Shares that is equal to pro rata Subordinate Voting Shares to to Shares Voting Subordinate 0 per cent equity interest in in interest equity cent 0 per
3 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 7 ,1 per cent in Lionon based Electric 8 6 . 2 2020 4 6 >
0, 5 ugh a wholly owned subsidiary, call rights call subsidiary, owned a wholly ugh , 2021, up to 30,000,000 Subordinate Voting Subordinate Voting Sharesand $0.01 in cash. 9 5 .2 per cent. With the closing of the investment and and of the investment closing With the cent. per .2 milliona on pre-money valuation ofWealthsimple 6 4 per cent debentures due March 11, 2033 remain 9 ntrolling interest in Wealthsimple of in Wealthsimple interest ntrolling . 6 letion of the Reorganization, the Corporation beneficially beneficially Corporation the Reorganization, the of letion by shareholders other than the Corporation and its wholly wholly its and Corporation the than other by shareholders mber of Participating Preferre Participating of mber of Lion Electric. At completion of the proposed transaction, transaction, proposed the of completion At Electric. of Lion urer of zero-emission vehicles in which Power Sustainable Sustainable Power which in vehicles zero-emission of urer cancellation, on the open market, at its discretion for the 12 12 the for discretion at its market, open on the cancellation, ps, finances and manages distributed solar projects across across projects solar distributed and manages finances ps, Shares included in the Corporation’s Articles, the Corporation Corporation the Articles, Corporation’s the in included Shares rights and no redemptions from Northern Genesis public public Genesis Northern from no redemptions and rights oposed to be issued pursuant to the Reorganization. Pansolo Pansolo Reorganization. the to pursuant be issued to oposed w York Stock Exchange. The proposed transaction also includes includes also transaction proposed The Exchange. Stock w York s exchanged for 1.0 exchanged for s lly owned subsidiary, ally owned subsidiary, acquired 10 POWERCORPORATION OF CANADA million Participating Preferred Shares, representing an aggregate aggregate an representing Shares, Preferred Participating million 7 . 54 d that it had raised $11 had raised that it d IGM Financial and Lifeco together had a controlling interest in Wealthsimple Wealthsimple in interest a controlling had together and Lifeco IGM Financial direct equity interest of approximately 3 of approximately interest equity direct e Corporation issued an aggregate of 2 aggregate an issued e Corporation 20, 2020 and ending on February 1 ending on February and 2020 20, th environmental, social and governance principles. Upon closing of the proposed proposed the of closing Upon principles. governance and social environmental, th .2 per cent of the “public float” of the Corporation’s issued and outstanding outstanding and issued Corporation’s the of float” “public the of cent per .2 million. Power Sustainable also holds, thro 5 .1 per cent as at December 31, 2020, announced that it intended to combine with with combine to intended it that announced 2020, 31, December at as cent per .1 Shareholders”) wa Shareholders”) 7 commercial and industrial markets. 44 r’s interest is 23.1 per cent. cent. per is 23.1 r’s interest Power, IGM Financial and Lifeco had a co a had and Lifeco Financial IGM Power, , , Power Sustainable, through a who through , Power Sustainable, Participating Preferred Shares to holders who duly exercised the Pre-Emptive Right. The Pre-Emptive Pre-Emptive The Right. Pre-Emptive the exercised who duly to holders Shares Preferred Participating 9 94 , 2020, theCorporation announcedthat the TSXhadaccepted the Corporation’s noticeof intention to make , 2020,Wealthsimple announce 8 4 ,0 million Participating Preferred Shares on February 12, 2020, so as to own, as of February 13, 2020, approximately 6 6 ,00 6 00 Subordinate Voting Shares pursuant to the 2020 NCIB for a total purchase price of approximately $1 approximately of price purchase total a for NCIB 2020 the to pursuant Shares Voting Subordinate 00 billion. Prior to the investment, Power, 5 December 31, 2020 4
per cent of the total votes of all Power shares outstanding at that time. There were no further exercises of the Pre- of exercises further no were There time. that at outstanding shares Power of all votes total of the cent per million Subordinate Voting Shares and and Shares Voting Subordinate million 2, 0.1 per cent, on a fully diluted basis, of which Power’s interest was 2 was interest Power’s which of basis, diluted fully a on cent, 0.1 per 6 4 5 . 7 0. ,3 of $1. of On October 1 On October At the end of March 2020, in light of the then-current market environment, the Corporation temporarily suspended its its suspended temporarily Corporation the environment, market then-current of the in light 2020, of March end At the NCIB. 2020 the under shares any further acquire not did and NCIB 2020 the under buybacks share Subordinate Voting Shares at that time. As at March 31, 2020, the Corporation had purchased for cancellation cancellation for purchased had Corporation the 2020, 31, March at As time. that at Shares Voting Subordinate 7 a normal course issuer bid (the “2020 NCIB”) to purchase for purchase to NCIB”) “2020 (the bid issuer course a normal month period commencing on Februaryon commencing month period approximately representing Shares, On February 1 On February Emptive Right on or prior to the subsequent deadline of March 12, 2020. 2020. of March 12, deadline the subsequent on or prior to Emptive Right 5 On February 12, 2020, in connection with the Reorganization, and in accordance with the pre-emptive right (the “Pre- right (the pre-emptive the with accordance and in the Reorganization, with in connection 2020, 12, On February ParticipatingPreferred of holders of in favour Emptive Right”) outstanding as obligations of Power Financial. Financial. Power of obligations as outstanding issued holdings in Participating Preferred Shares, an aggregate nu aggregate an Shares, ParticipatingPreferred holdings in 12.0 per cent of the number of Subordinate Voting Shares pr Shares Voting of Subordinate number the of cent per 12.0 purchased 48 Right entitled holders of Participating Preferred Shares to acquire from the Corporation, Corporation, the from acquire to Shares Preferred Participating of holders entitled Right the PFC Minority Shareholders. Immediately following the comp the following Immediately Shareholders. Minority PFC the owned, directly and indirectly, allof the issued andoutstanding Common Sharesof PowerFinancial. Power Financial’sFirst following “TSX”) (the Exchange Stock Toronto the on listed Financial Power of shares outstanding remain Shares Preferred Financial’s Power and Reorganization, the of completion the
201 30, On July Nautilus Solar Energy,Solar LLC, company a that acquires, develo Nautilus municipal/utility-scale, community, On February 13, 2020,the Corporation and Power Financial completed a reorganization transaction (the “Reorganization”) held Financial of Power Common Share each which to pursuant Minority “PFC (the subsidiaries owned In connection with the Reorganization, th Reorganization, the with In connection the subscription price, assuming the exercise of the call call of the exercise the assuming price, subscription the stockholders. to acquire additional shares from certain existing shareholders shareholders existing certain from shares additional acquire to in an hold to expected is Sustainable Power Northern Genesis. Northern Genesis is a publicly traded special purpose acquisition company focused on a commitment a commitment on focused company acquisition purpose special traded a publicly is Genesis Northern Genesis. Northern wi alignment and strong to sustainability transaction, it is expected that a wholly owned subsidiary of Lion Electric will merge with Northern Genesis, and as aresult Ne and the TSX the on listed be to expected is Lion Electric is Sustainable Power which through Lion Electric of shares common of placement private committed million a US$200 US$1 additional an invest to expected fully diluted basis, of which Powe of interest On November 30, an innovative Electric, 2020, Lion manufact equity indirect an held as at of of Item 5 – General Development of the Business
13 . The . The 5 , 202 9 million shares shares million 6 . 7 , 2020, GBL’s interest in .3 per cent of the “public 4 strengthen its position in in position its strengthen 5 , 2021, 2021, the Corporation had , per cent of the share capital capital share of the cent per 7 per cent stake in GEA valued 8 . 5 6 .2 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL
5 .0 per cent of the share capital of of capital share of the cent .0 per 8 , a 2020 million. million. 8 5 > forward sales contracts maturing on on maturing contracts forward sales
2 allow GBL to lengthen its debtmaturity , 2022 and the completion of purchases of purchases completion the and , 2022 7 4 , it continued to 00 million bonds due June 1 June due bonds million 00 9 5 talPower – Financial”). gard Credit Partners II, LP, its second credit fund, million. GBL held GBL million. Sagard Healthcare Royalty Partners, LP, a fund that that a fund LP, Partners, Royalty Healthcare Sagard , 2013, expired. 499 0 million from Lifeco. At the closing, certain existing existing certain closing, the At Lifeco. from million 0 7 5 per cent € 875 0 of Power Financial’s First Preferred Shares, Series Q were Q were Series Shares, Preferred First Financial’s 0 Power of 57 , 9 2 8 per cent of the share capital of capital GEA. of share per cent the 5 . million201 In in Umicore. POWERCORPORATION OF CANADA 8 44 0 million. 0 million. cription of the Share Capi Share the of cription per cent stake in Burberry Group plc, corresponding to 2 corresponding Group plc, stake in Burberry per cent 65 andDecember 31, 2020, 1 respectively, 6 . 9 6 per cent interest in Total through in Total through per cent interest 11 million in the first quarter of 2020. As of January 2 6 4 GBL for general corporate purposes and to purposes corporate for general GBL $1 billion of committed capital dedicated to the renewable energy sector, including including sector, energy renewable the to dedicated capital of committed billion $1 in adidas for net proceeds of € proceeds net for adidas in projects currently under construction on their commercial operation date. date. operation on their commercial construction under currently projects , 2021 and ending on the earlier of February of February on , 2021 and ending the earlier 2 5 and December 31, 2020. 9 0,000 Subordinate Voting Shares pursuant to the 2021 NCIB for a total purchase price of of price purchase total a for NCIB 2021 the to pursuant Shares Voting Subordinate 0,000 6 of Power Financial’s First Preferred Shares, Series P were converted, on a one-for-one basis, into basis, one-for-one a on converted, were P Series Shares, Preferred First Financial’s Power of , GBL sold a 0. 9 9 million. 3 5 , 7 00 million from Power Sustainable and of $1 and Sustainable Power from 00 million 498 4 , GBL invested an additional €1 , GBL’s convertible bonds, issued on September 2 on September issued bonds, convertible GBL’s , million. million. 8 8 6 , GBL completed the issuance of seven-year 1. seven-year of issuance the completed , GBL , 2020, Sagardannounced Holdings the first closingof Sa 8 6 , 2021, Sagard Holdings announced the final closing of closing final the announced Holdings , 2021, Sagard , GBL announced the sale ofits , 201 , GBL increased its participation in GEA so its participation to as, GBL increased hold, March as at 31, 201 , 2021, Power Sustainable announced the launch of the Power Sustainable Energy Infrastructure Partnership, Partnership, Energy Infrastructure Sustainable Power the of launch the announced Sustainable Power 2021, , 8 , 201 8 8 8 9 9 , 2020. GBL realized a gain of € a gain realized GBL 2020. , 4 , 201 9 million. As at December 31, 2020, GBL held GBL held 31, 2020, at December As million. , GBL sold part of its investment sold part , GBL 9 49 of adidas as at December 31, 201 31, December at as of adidas April 201 and In March January 2 January In 201 Total was toreduced 0.01 per cent. On October On October proceedsof this issuancewere used by profile. On June 12, 201 12, June On and proceeds ofand GBP proceeds On December 31, 2020, the Corporation announced the completion of an internal share capital reorganization of of reorganization capital share internal an of completion the announced Corporation the 2020, 31, December On which of (all Shares Common A Class of Financial by Power Corporation the to issuance the involved that Financial Power became Corporation the which following Shares, Preferred Third and Shares) Common for exchanged subsequently were Financial. of Power Shares Common outstanding and issued of the all of holder direct the of $ a commitment an investment platform with an initial an initial with platform an investment and Financial; of Power Q Series Shares, Preferred First On January 1 On January were LLC Energy, Solar Nautilus and Inc. Renewables Potentia from development under projects and assets operating future, the In Partnership. the of units and cash in consideration for exchange in Partnership the to transferred other transfer may Sustainable Power 1, 2021, 13 On February On May On May converted, on a one-for-one basis, into First Preferred Shares, Series P of Power Financial, in each case, in accordance with with accordance in case, each in Financial, Power of P Series Shares, Preferred First into basis, one-for-one a on converted, “Des entitled section (see shares of such terms the at €3 Umicore so as to hold, as at December 31, 201 31, as at December to as hold, so Umicore In March 201 In March with commitments totalling approximately US$ 1 On February US$ approximately totalling commitments with sector, sciences life in the invests Umicore.
EUROPE EUROPE On February 1 On December a normal course issuer bid (the “2021 NCIB”) to purchase for cancellation, on the open market, at its discretion during the the during discretion its at market, open the on On February 23, 2021, the Corporation announced that the TSX had accepted the Corporation’s notice of intention cancellation, to make for purchase to NCIB”) “2021 (the bid issuer course normal a 2 on February commencing period 1,1 cancellation for purchased $3 approximately under the 2021 NCIB, up to 30,000,000 Subordinate Voting Shares, representing approximately approximately representing Shares, Voting Subordinate 30,000,000 to up NCIB, 2021 the under 1 at March As Shares. Voting Subordinate and outstanding issued Corporation’s of the float” Item 5 – General Development of the Business ). ). 4 9 1 per cent cent per , 2031. The 8 . 8 5 3.2 per centvoting 4 per cent interest in in per cent interest 5 1. 6 fer, on terms and on fer, conditions umer distributor of premium premium of distributor umer proceeds of the offering were proceeds 1 per cent. The proceeds of the of the proceeds The cent. 1 per ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 6 per cent as at December 31, 201 31, December at as cent per 7 . 2020 6 >
00 million bonds due January 2 January due bonds 00 million 5 buted its Parques shares to Piolin’s Bid. As at at As Piolin’s Bid. to shares Parques its buted , 2023, except in the case of early redemption. The The redemption. early of case in the except , 2023, 9 per cent€ fering by its wholly owned subsidiary Oliver Capital of Capital Oliver subsidiary owned wholly by its fering , 2021, GBL completedof, the and invested acquisition 5 per cent of the capital of the investment vehicle, on the on the vehicle, investment the of capital the of cent per ng no-par value ordinary bearer shares of GEA guaranteed of GEA guaranteed shares bearer ordinary value ng no-par 9 d d an agreement for a transaction that would simplify the 7 nufacturer and direct-to-cons nufacturer maturity of -0.3 per cent. The The cent. per of -0.3 maturity . , 2020, GBL shareholders approved the implementation of of implementation the approved shareholders GBL 2020, , ointco Switzerland, a wholly owned subsidiary of Parjointco, Parjointco, of subsidiary owned wholly a Switzerland, ointco million in SGS. Following this investment and as at at as and this investment million in SGS. Following GBL controlled the acquisition vehicle that acquired Canyon, Canyon, acquired that vehicle acquisition the GBL controlled own, under which Pargesa Holding shareholders received received shareholders Holding Pargesa which under own, 8 zerland the during exchangeof their principal amount and are redeemable at their principal principal at their are redeemable and amount principal their e share capital of Parques (compared to 23.3 per cent upon upon 23.3 per cent to (compared of Parques capital e share 64 74 corporate purposes and will enable GBL to extend the average average the extend to GBL enable will and purposes corporate .2 per cent equity interest in GBL, representing a representing in GBL, interest equity cent per .2 POWERCORPORATION OF CANADA 8 geable into existing registered shares of LafargeHolcim guaranteed by GBL. by GBL. guaranteed LafargeHolcim of shares registered existing into geable billion for Webhelp. As at December 31, 2020, GBL held a GBL held 31, 2020, at December As Webhelp. for billion 4 per cent of the share capital of SGS (compared to 1 to (compared SGS of capital share the of cent per 9 . billion for an ownership of ownership an for billion ders meeting held on April 2 April on held meeting ders 8 9 to do so if Piolin’s Bid was successful, GBL contri GBL successful, was Bid Piolin’s if so do to , GBL announced the completion of an offering by its wholly owned subsidiary Eliott Capital S.à.r.l. of of S.à.r.l. Capital Eliott subsidiary owned wholly by its offering an of completion the announced , GBL , GBL completed the acquisition of Webhelp, a provider of customer experience and business process process business and experience customer of a provider Webhelp, of acquisition the GBL completed , 9 9 , the shares of Parques were delisted following the approval by the Comisión Nacional del Mercado de del Mercado Nacional Comisión by the approval the following delisted were of Parques shares the , , 2020, GBL announced that it had entered into a definitive agreement to acquire a majority stake in in stake a majority acquire to agreement a definitive into entered had it that announced GBL 2020, , 9 , 201 , 201 , 2020, GBL invested an additional €3 an additional invested , 2020, GBL 5 6 9 4 0 per cent of such entity. entity. of such cent 0 per 6 acquisition, of the completion at the in, Canyon. As billion 0 million of bonds (the “OC Bonds”) exchangeable into existi into exchangeable Bonds”) “OC (the of bonds 0 million 0 million of bonds (the “EC Bonds”) exchan of bonds (the 0 million 4 3 shares of GBL for each Pargesa Holding bearer share they held. Following the successful public exchange offer, on on offer, exchange public successful the Following held. they share bearer Holding Pargesa each GBL for of shares 3 9 45 75 0. exist. to ceased Holding Pargesa a result, as and, merged Switzerland Parjointco and Holding Pargesa 2020, 20, November substantially of a value compensation provided were Holding of Pargesa shareholders remaining the merger, the of As part Swit Parjointco by offered ratio the exchange to equivalent On March 11, 2020, Parjointco and Pargesa Holding announce Holding Pargesa and Parjointco 2020, 11, March On Parj by launched was offer exchange A public structure. group did not already Parjointco shares Holding for all Pargesa by GBL.The OC Bonds do not bear interestand matureon December 2 On October 1, 2020, GBL announced the completion of an of of an completion the announced GBL 2020, 1, October On of the share capital of Mowi. of Mowi. capital share of the € On December 1 On December offering will be used by GBL for general corporate purposes. purposes. corporate for general by GBL used be will offering maturity of its gross financial indebtedness. At GBL’s extraordinary sharehol extraordinary At GBL’s basis of a total enterprise value of €2. value enterprise a total of basis December 31, 2020, GBL held 1 agreement. merger the in described for general GBL by used be will issuance this of proceeds In 2020, GBL invested progressively in Mowi, a producer of Atlantic salmon. As at December 31, 2020, GBL held held GBL 2020, 31, December at As salmon. Atlantic of producer a Mowi, in progressively invested GBL In 2020, double-voting rights. Following the public exchange offer and the implementation of such double-voting rights, as at as at rights, double-voting of such implementation the and offer exchange public the Following rights. double-voting 2020,December 31, a Parjointco held 2 Switzerland interest. conventional and electric bikes with global reach. On March March On reach. global with bikes electric and conventional
Canyon Bicycles GmbH (“Canyon”), a fast-growing German ma German a fast-growing (“Canyon”), GmbH Canyon Bicycles OC Bonds have been issued at an issue price of 102.0 per cent of their principal amount and are redeemable at their their at redeemable are and amount principal their of cent per 102.0 of price issue an at issued been have Bonds OC principal amount at maturity, corresponding toanannual gross yieldto maturityof-0. In December 201 In December Webhelp. Webhelp. its with accordance In Bid”). (“Piolin’s Parques of shares the for bid takeover voluntary S.A.U.’s Bidco, Piolin of Valores irrevocable undertaking 2020, GBL held indirectly 23.0 per centth of 31, December €0. On February On February completion of Piolin’s Bid). Bid). Piolin’s of completion On January 21, 2021, GBL announced the issuance of ten-year 0.12 ten-year of issuance the announced 21, 2021, GBL On January holding holding € September On outsourcing. GBL invested €0. GBL outsourcing. On November 1 On November used by GBL for general corporate purposes. purposes. corporate general for by GBL used The EC Bonds do not bear interest and mature on December 30, 2022, except in the case of early redemption. The EC EC The redemption. early of case in the except 2022, 30, December on mature and interest bear do not EC Bonds The of cent per 101.0 of price an issue at issued been have Bonds amount at maturity, corresponding to an annual gross yield to to yield gross annual an to corresponding at maturity, amount Item 5 – General Development of the Business 5 1 folio of private equity, debt debt equity, of private folio ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 2020 ular have been volatile, experiencing experiencing volatile, have been ular >
”, has resulted in governments worldwide 9 pandemic utilizing its existing risk management existing its utilizing pandemic 9 ment” in Power’s MD&A, which section is incorporated incorporated is which section MD&A, in Power’s ment” ed earlier in 2020 to deal with the economicwithof the impacts deal 2020 earlierto in ed ntinued to be on managing the safety and well-being of and well-being safety the on managing to be ntinued pital, GBL is developing a port is developing GBL pital, ng, have caused material disruption to businesses globally globally businesses to disruption material caused have ng, tive Descriptionof the Business – Publicly tradedoperating sible for the governance structures and processes to oversee oversee to processes and structures governance the for sible Imerys, SGS, adidas, Pernod Ricard, LafargeHolcim, Umicore, Umicore, LafargeHolcim, Ricard, Pernod adidas, SGS, Imerys, d the impacton the financial results and condition of the virus. These measures, which include the implementation of of the implementation which include measures, These virus. ial scenarios and engaging with stakeholders. The respective respective The stakeholders. with engaging and scenarios ial formation on how the Corporation is managing the risks related related risks the is managing Corporation how the on formation wever, during the remainder of 2020, the markets experienced experienced the markets of 2020, the remainder during wever, POWERCORPORATION OF CANADA ic conditions. Equity markets in partic in markets Equity ic conditions. pandemic is unknown at this time. While the conditions have become more 9 virus, specifically identified as as “COVID-1 identified specifically virus, idiaries in future periods. periods. future in idiaries pandemic and the severity and duration of its financial duration severity and impacts. and the pandemic . 9 9 pandemic; however, the depth and length of the economic slowdown, rollout and efficacy of vaccines, and of vaccines, and efficacy rollout slowdown, economic of the and length depth the however, pandemic; is provided under the section entitled “Risk Manage “Risk entitled section the under provided is 9 9
9
GEA, Ontex, Mowi, Webhelp and Parques. The ownership interest of Power in these companies as at December 31, 2020, 2020, 31, as at December companies in these of Power interest ownership The and Parques. Webhelp Mowi, GEA, Ontex, through GBL, is further described inthe section entitled “Narra subsidiary its Ca Siennaaddition, through In – GBL”. companies funds. thematic and COVID-1 corona of strain novel the of outbreak The in of investments primarily consists currently portfolio GBL The enacting emergency measures to combat the spread of the of the spread the combat to measures emergency enacting distanci social and periods quarantine self-imposed bans, travel fiscal and monetary significant with responded have banks central and Governments slowdown. economic an in resulting econom to stabilize designed interventions
material and rapid declines in the first quarter of 2020; ho of 2020; quarter first the in declines and rapid material recoveries. herein by reference. The Corporation is managing the risks associated with the COVID-1 the with associated risks the is managing Corporation The framework. At Powerand its group companies, the focus hasco on impacts assessing its customers, serve group can the that ensuring effectiveness, operational maintaining its people, potent different for planning capital, and liquidity earnings, respon GBL are and IGM Financial Lifeco, of directors of boards potential and other slowdown economic current by the presented impacts and potential risk of the management the due to COVID-1 consequences Corporation and its operating subs operating its and Corporation the on things, other among dependent, is periods future in Corporation by the of dividends payment and declaration The abilityof its operating subsidiariesand other investments topay dividendswhich, inturn, will depend, among otherthings, COVID-1 the of duration the on entitled section the in provided is business Corporation’s of the uncertainties and risks the about information Additional Additional in Form. Factors”“Risk of this Annual Information to COVID-1 durability and effectiveness of government and central bank interventions are unknown. It is not possible to reliably an developments of these and severity the length estimate stable, governments and central banks in the jurisdictions in which the Corporation and its operating subsidiaries operate operate subsidiaries operating and its Corporation the in which the jurisdictions in banks central and governments stable, introduc measures the of many extended and implemented have COVID-1 the The duration and impact of the COVID-1 the of impact and duration The Item 6 – Narrative Description of the Business
6 d 1 , institutional nesses, including a nesses, including interests in Lifeco and interests in Lifeco and ans, individual retirement retirement individual ans, in North Europe America, in ment services and products ative strategies ative tal, includes approximately approximately includes tal, omer. Through the Individual Through omer. managedaccounts (SMAs) and ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 2020 and financial institutions including including and financial institutions oration also holdings in has significant >
and investmentbusi insurance, health insurance, retirement retirement insurance, health insurance, focuses on financial services financial on focuses nsored nsored pl contribution defined Europe, through its controlling and other financial institutions that distribute the Putnam me, absolute me, absolute return and altern visory services. Empower Retire Empower services. visory their customers, which, in to which, customers, their rement in 2020, is ahybrid wealth manager that combines nsultants, advisors, third-party administrators and financial dual Customer and Group Cust and Group Customer dual gies), model-based separately separately model-based gies), , wealth management and critical illness insurance products as well as wealth savings as wealth as well products insurance illness and critical l andl benefit plan solutions for individuals, families, businesses POWERCORPORATION OF CANADA s, advisors, managing general agencies managing general s, advisors, its indirect investment in GBL, the Corp in GBL, investment its indirect imately $2.0 trillion in assets under administration and approximately approximately and administration under assets in trillion $2.0 imately provides products and services under a number of brands, including Canada Life, Life, Canada including brands, of a number under services and products provides es holding company with interests in life life company in interests with holding es utional brand offers private label recordkeeping and administrative services for other other for services and administrative recordkeeping label private offers brand utional ffers a broad portfolio a broad offfers financia and Wealth and Insurance Solutions Enterprise. Enterprise. Solutions Insurance and Wealth and , Irish Life, Empower, Irish Retirement, Putnam Investments and PanAgora. TM TM Publicly traded operating companies NARRATIVE DESCRIPTION OF THE BUSINESS BUSINESS OF THE DESCRIPTION NARRATIVE Financial Financial 55 55
1 6 . 6 00 employees worldwide. worldwide. employees 00 5 , 4 IGM Financial. Through Power Financial and companies. global based European of a portfolio
portfolio of alternative asset investment platforms. platforms. investment asset of alternative portfolio LIFECO LIFECO Lifecoan is international financialservic and Asia. Its core holdings are leading insurance, retirement insurance, leading are holdings core Its Asia. and Item Throughwholly its owned subsidiary, Power Financial, the Corporation holds interests in financial servicesand asset management businesses in Canada, the United States and ITEM ITEM that company holding and management an international is Power
and investment services, asset management and reinsurance businesses. Lifeco operates in Canada, the United States and and States United the Canada, in operates Lifeco businesses. and reinsurance management asset services, and investment 2020, 31, December at As Life. Irish and Limited Life Canada Putnam, Retirement, Empower Life, Canada through Europe Lifeco hadand its subsidiaries approx 2 Lifeco, through its operating subsidiaries, its operating Lifeco, through Freedom and income products and services to individual clients. Through the Group Customer business unit, Canada Life provides provides Life Canada unit, business Customer Group the Through clients. individual to services and products income and as well as insurance creditor and protection dental and health illness, critical dismemberment, and death accidental life, distributed are products The Canada. in clients group to products specialty other and products annuity and accumulation of broker network a multi-channel through Freedom strate alternative and other fund hedge (including portfolios Customer business unit, Canada Life provides life, disability disability life, provides Life Canada unit, business Customer employer-spo offers Retirement Empower States, United In the In Canada, Canada Life o Life Canada In Canada, On January 1, 2020, Lifeco’s three Canadian life insurance companies, The Great-West Life Assurance Company, London Life London and Corporation Financial Life Canada companies, holding their and Life Canada and Company Insurance Company. Life Assurance Canada The company, insurance life one into amalgamated Inc., Group Insurance accounts, enrollment services, communication materials, investment options and education services. The Great-West The Great-West services. education and options investment materials, communication services, enrollment accounts, Investments brandoffers fund management, investmentandad unaffiliate with relationships distribution of network broad a through served are investors retail Individual portfolios. model advisors investment registered planners, financial broker-dealers, to only services investment contribution and defined funds Putnam provides investment management, certain administrative functions and distribution services. Putnam offers a offers Putnam services. distribution and functions administrative certain management, investment provides Putnam fixed inco equity, including products, investment of broad range are marketed nationwide through its sales force, brokers, co brokers, force, sales its through nationwide are marketed Instit institutions. The Empower providersof defined contribution plansand associated defined benefitplans. EmpowerRetirement is the second largest contribution defined state to of services provider largest and the States United in the recordkeeper contribution defined plans. Personal CapitalCorporation, acquired by Empower Reti advisors. human by delivered advice personalized with experience digital a leading-edge and organizations through two primary business units: Indivi units: business two primary through and organizations Item 6 – Narrative Description of the Business . 7 1 967 .3 billion in .3 billion 9 es life, annuity/longevity, orated herein by reference. by reference. herein orated group life insurance, health insurance, life group equity release mortgages, mortgages, release equity and group insurance. These United Kingdom,United Ireland and ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 2020 ncial products, services and advice in advice in and services ncial products, financial advisors and $2 advisors financial >
696 .3 billion in assetsunder management. 5 employees. 5 billionclient in assetsunder advisement as at 2 5 .2 million common shares (representing approximately approximately (representing shares common .2 million ese firms are retail distribution organizations that serve serve that organizations distribution retail are firms ese oduct portfolio offering includ offering portfolio oduct 9 dian households. This segment includes the activities of of activities the includes segment This households. dian d individual payout annuities, d individual nual InformationForm is incorp pension), individual protection investment fundsare that distributed through third-party units serving customers in the customers serving units and and individual investments, million common shares of IGM Financial held by Canada Life Life Canada by held of IGM Financial shares common million 4 POWERCORPORATION OF CANADA d through independent brokers and multi-tied agents. agents. multi-tied and brokers independent through d , is anof independent distributor fina 996 , delivers personalized financial solutions to Canadians through a network of 6 billion in assetsunder management. In addition to anexclusive family ofmutual a financial planning organization, with with organization, planning financial a 2 7 . d fortheWealth Management segmentare includedin total assets under 9 97 ncial and its subsidiaries had 3, ncial and its subsidiaries 0.0 billion in assets under management and advisement as at December 31, 2020. Its activities are carried carried are activities Its 2020. 31, as at December advisement and management under assets in billion 0.0 4 consultants located throughout Canada, with $103.3 with Canada, throughout located consultants 00 advisors. Institutional investors are supported by Putnam’s dedicated accountmanagement, product 00 4 5 per cent) of IGM Financial (excluding approximately 0.0 approximately (excluding of IGM Financial cent) per 0, 9 4 investments (including life bonds, retirement drawdown and drawdown retirement life bonds, (including investments Investment Planning Counsel, founded in 1 founded Counsel, Planning Investment fundsand other investment vehicles, IGWealth Management offers a wide range of insurance, securities, mortgage services. financial other and products Canada. Investment Planning Counsel is Counsel Planning Investment Canada.
As at December 31, 2020, Fina IGM IGM Financial is a leading wealth and asset management company, primarily providing investment advisory and related related and advisory investment providing primarily company, management asset and wealth a leading is IGM Financial $2 with services, Counsel. Planning and Investment Investments Mackenzie Management, Wealth IG through out IGM FINANCIAL IGM FINANCIAL Germany respectively and offering protection and wealth management products, including payout annuity products. The The products. annuity payout including products, management wealth and protection offering and respectively Germany an bulk are unit business U.K. the by offered products core 1 business distinct three of comprised is segment Europe The management, and client service professionals. U.S., in the primarily operates which unit, business Reinsurance the includes segment Solutions Risk and Capital The transacted business retrocession and reinsurance both includes business Reinsurance The Ireland. and Bermuda Barbados, pr The brokers. reinsurance or through clients with directly products aredistributed primarilythrough independent financialadvisors andemployee benefitconsultants in theU.K. savings are Life in Ireland by Irish offered products core The tied and force sales direct a brokers, independent through distributed are products These products. pension and insurance and benefit withdrawal minimum guaranteed lifetime pension, on focuses operation German The branches. bank agent distribute are that products protection individual December 31, 2020,which $ includes IG Wealth Management, founded in 1 founded Management, IG Wealth IGM Financial’s Wealth Management segment reflects the activities of operating companies that are principally focused focused are principally that companies of operating the activities reflects segment Management Wealth IGM Financial’s Cana to services and related planning financial providing on Th Counsel. Planning Investment and Management Wealth IG distribute to licensed subsidiaries other and fund dealers mutual dealers, securities their through households Canadian and services. financial products 3,30 $ includes which 2020, 31, December at as advisement under assets client Canada Life owned, as at December 31, 2020, approximately approximately 2020, 31, December as at owned, Life Canada An Lifeco’s of Business” the of “Description entitled section The mortgage, surety and property catastrophe reinsurance, provided on both a proportional and non-proportional basis. basis. non-proportional and proportional a both on provided reinsurance, catastrophe property and surety mortgage, 3. purposes). similar or for funds in its segregated IGM Financial’s Asset Management segment reflects the activities of operating companies primarily focused on providing on providing focused primarily companies of operating activities the reflects segment Management Asset IGM Financial’s in 1 founded was which Investments, Mackenzie of operations the and represents services, management investment of a suite to provided are services management Investment dealersand financialadvisors, and through institutional advisory mandates to financial institutions, pensionsand other manage Assets institutional investors. management. Mackenzie Investments’ total assets under management including sub-advisory toWealth Management Item 6 – Narrative Description of the Business .
8 [a] 1 billion asat 6 , 2020. 7 .21 4 0 (the “agreement”), the the “agreement”), 0 (the 1, Power participatedwith s in a portfolio of European European of portfolio a s in vestment has been publicly publicly has been vestment 99 98 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL governed by the laws of laws Belgium by the governed 2020 vember 20, 2020, Parjointco held its held its Parjointco 20, 2020, vember > 0, has been extended to December 31, 31, December to extended been has 0,
million common shares (representing (representing shares common million 7 99 . As further described below, through through below, described . As further that time, Parfinance S.A.) and their respective respective their and S.A.) Parfinance time, that 9 indirect interest in GBL was $ GBL in indirect interest anies in which it has anhas in in which it anies change with interest significant change rland, a wholly owned subsidiary of Parjointco, on on Parjointco, of subsidiary owned wholly a rland, ial’s Annual Information Form is incorporated herein by herein is incorporated Form Information Annual ial’s merger, Parjointco’s interest in GBL is held through Parjointco’s in GBL is held through interest merger, an agreement concluded in 1 in concluded an agreement ents which may have occurred or may affect the significance the significance affect or may occurred may have which ents ed in this segment (as opposed to the Wealth Management or Management Wealth the to opposed (as segment this ed in ent of Pargesa Holding throughout the ensuing decade. The The decade. ensuing the throughout Holding of Pargesa ent d granted the other group a prior right, subject to certain certain to subject right, a prior group other the d granted 0 per cent interest in Parjointco, in Parjointco, cent interest 0 per 5 POWERCORPORATION OF CANADA 0 per cent interest in Parjointco, a holding company, which itself holds an an holds itself which company, a holding in Parjointco, interest 0 per cent 5 Switzerland and Pargesaon Holding No own on the chart on page 1 page on chart the on own laws of The Netherlands and continued under the laws of Belgium on December 1 on December laws of Belgium the under continued and The Netherlands laws of rrying value of the Corporation’s Corporation’s the of value rrying zing the company to acquire Paribas (Suisse) S.A. of Geneva. Power, and subsequently subsequently and Power, Geneva. of S.A. (Suisse) Paribas acquire to company the zing ings ings in each of Pargesa Holding, GBL (and at increasedand, steadily under terests in Pargesa Holding and GBL upon any disposition thereof for a period of five years years five of period a for thereof disposition any upon GBL and Holding Pargesa in terests billion as at December 31, 2020. Assets under management excluding sub-advisory to Wealth Management Management Wealth to sub-advisory excluding management under Assets 2020. 31, December at as billion billion. 8 . 9 86 with provision for possible further extension of the agreement. Upon the occurrence of an event of default, the groups groups the of default, of an event occurrence the Upon agreement. of the extension further for possible provision with 9 .0 per cent) of Lifeco. of Lifeco. cent) per .0 4 Financ IGM of of Business” “Description entitled section The reference. were $110. Asset Management segment) when warranted due to different market segments, growth profiles or other unique unique or other profiles growth segments, different market to due warranted when segment) Asset Management 3 approximately owned Financial IGM 2020, 31, December at As characteristics. IGM Financial’s Strategic Investments and Other segment primarily represents the key strategic investments made by by made investments strategic key the represents primarily segment Other and Investments Strategic IGM Financial’s II Portag3 I and Portag3 the and Wealthsimple, Ltd., Group Capital Northleaf Lifeco, AMC, China including Financial, IGM are classifi Investments capital. as unallocated well as funds, [a] the under was incorporated Parjointco BACKGROUND OF GBL GBL OF BACKGROUND Ex Stock Brussels the on listed holding company GBL is a Belgian GBL GBL and the comp concerning herein contained The information reportedbyGBL. Although Power hasno knowledge thatwould indicate that any statementscontained in such information are materially incorrect,Power takesno responsibility for theaccuracy or completeness of such information, or ev facts disclose to companies by such or any omission for to Power. known not are but which any such information of or accuracy based global companies, assh $1 were Power Financial Europe SA, SA, Europe Financial Power Power holds a original of the another Belgium, of Charleroi, group Frère the with GBL in interests substantial holds now Corporation partners in Pargesa Holding.Pursuant to theagreement, Power, through Power Financial Europe SA, and theFrère group GBL. and Holding Pargesa in interests respective their together bringing structure company holding new a established a hold group Frère the and group Power of the Each indirect interest in GBL. The ca in reorgani partners European in the developm others with participated Financial, Power extentof this participation Pargesa Holding (which merged with Parjointco Switze Parjointco with merged (which Holding Pargesa December 31, 2020. 2020. 31, December the of Development – Business the of Development “General entitled section the in described as 2020, 20, November In 1 of Switzerland. laws the under organized was – Europe”) years three last the over business The agreement was intended to achieve and maintain parity between the Power group and the Frère group with respect respect with group Frère the and group Power the between parity maintain and achieve to intended was agreement The hold indirect respective to their (other corporations those any of in interests of or dispose hold acquire, to not agreed group Each subsidiaries. designated an or indirectly, directly either Parjointco), through than in its to acquire restrictions, beginning at the termination of the agreement. The initial agreement, signed in 1 signed agreement, initial The agreement. the of termination the at beginning Prior to the merger between Parjointco to the merger Prior Following the Holding. Pargesa in GBL through interest mustsubmit to pre-arbitrationwith a view of resolving the defaultand,if that unsuccessful, is shall proceed to arbitration. 202 Item 6 – Narrative Description of the Business 9 1 .2 per .2 per 8 ct principal holdings as at at as holdings principal ct bsidiaries. Further details of Further details bsidiaries. ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 2020 >
3.2 per cent voting interest and a 2 a and interest voting cent per 3.2 4 L andandL its direct indirect su e and includes direct and indire and direct includes and e POWERCORPORATION OF CANADA 31, 2020,31, a Parjointco held Switzerland per cent voting interest. interest. voting per cent per cent voting interest. interest. voting cent per per cent voting interest. interest. voting cent per per cent voting interest. interest. voting cent per per cent voting interest. interest. voting cent per per cent voting interest. per cent voting interest. per cent voting interest. interest. voting cent per 6 . 5 9 7 .0 per cent voting interest. interest. voting cent .0 per . 5 8 8 6 1. . . . 3.2 per cent voting interest. interest. voting cent 3.2 per . 8 8 23.0 per cent voting interest. interest. voting cent per 23.0 20.0 per cent voting interest. interest. voting cent per 20.0 5 6 8 1 7 12. 6 1 4 67
] ] ]
] ] ] 12 10 11 3 1 2 [ [9] [ [ [8] [7] [6] [5] [4] Percentages denote interests in participating equity held by GB The following is a simplified chart of GBL’s corporate structur corporate of chart GBL’s is a simplified The following cent equity interest cent equity in GBL. 2020. 31, December [ interestsare shownon page 20.
[ [ As at December Switzerland. Parjointco Item 6 – Narrative Description of the Business
20 3 2 2 3 2 1 . . .7 . .9 .5 .5 .5 9.9 7. 5. 8.8 8.5 2 2 0 5. 0 0 3 (7.6) 100 1 1 1 10 12 GBL’s net GBL’s
f asset value % o
) 2 2 2 1 0 3 .8 . .4 . .7 .4 1 . 9.5 3 9. 1 1 6. 3 85.6 3 99.9 21 4 8 21 re information, please refer refer please re information, 0 11 0 0 55 449.7 1 10 103 7 ,497.9 ,5 , , ,794. ,744. ,5 , ,56 4, 3 3 2 1 1 2 1 1 of customer experience and and experience customer of ( 20 Net Assets ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL (GBL’s share) share) (GBL’s 2020 as a complement to the Corporation’s Corporation’s to the a complement as >
5
ternative asset manager with professionals principally principally professionals with manager asset ternative onal leisure parks). In addition, through its subsidiary its subsidiary through parks). leisure In addition,onal Jurisdiction of Jurisdiction
Incorporation Germany France France Norway Belgium Luxembourg Spain recycling of precious metals); GEA (supply of equipment and equipment of (supply GEA metals); of precious recycling and China. The alternative asset investment platforms platforms investment asset alternative The China. and debtand thematic funds. For mo salmon); Webhelp (provider (provider Webhelp salmon); POWERCORPORATION OF CANADA of the Corporation, was founded in 200 in founded was Corporation, the of d private markets and benefit from collaboration within the Power group of of group Power the within collaboration from benefit and markets private d
tion of sportswear); Pernod Ricard (wines and spirits); LafargeHolcim (cement, (cement, LafargeHolcim spirits); and (wines Ricard Pernod sportswear); of tion ings is a multi-strategy al a multi-strategy ings is
erys (mineral-based specialty solutions for industry); SGS (testing, inspection and and inspection SGS (testing, for industry); solutions specialty (mineral-based erys
1 million relates to equity interests in standalone businesses (see section entitled “Standalone “Standalone entitled section (see businesses standalone in interests to equity 1 million relates .1 billionofassets under management asat December 31, 2020, includingunfunded 8 6 ACTIVITIES
Switzerland
Alternative asset investment platforms €) €)
France
Belgium
2 .
6 Germany Switzerland
Netvalue asset Other GBL GBL Other shares GBL treasury GBL cash and cash equivalents, net of debt Sienna Capital Webhelp Parques Ontex Non listed Investments Umicore Mowi GEA Pernod Ricard LafargeHolcim Imerys Listed Investments adidas SGS As at December 31, 2020 31, As at December (in millions of millions (in
ASSET MANAGEMENT US$ had Holdings Sagard SAGARD HOLDINGS owned subsidiary a wholly Sagard Holdings, US$1 which of commitments, Sincethe launch of the Sagard first fundin 2002, theCorporation hascontinued todevelop alternative asset investment classes asset alternative several in investors third-party and Corporation the of behalf on portfolios manage that platforms North America Europe, geographies: principal in three Item Sagard Holdings and Power Sustainable are managed locally by experienced investment professionals who have an in- have who professionals investment by experienced locally managed are Sustainable Power and Holdings Sagard an the local public ofknowledge depth companies. GBL – DESCRIPTION OF GROUP COMPANIES value: asset net GBL’s and of GBL interests the of Table global investment activities. Hold Sagard and management asset of comprised are Holdings of Sagard operations The Europe. and U.S. the Canada, in located investing activities. business process outsourcing); and Parques (operation of regi (operation and Parques outsourcing); process business equity, of private a portfolio Sienna GBL Capital, developing is to Part D of Power’s MD&A related to GBL or to the websites of the companies listed above in the GBL portfolio, which are are which portfolio, GBL the in above listed companies of the websites the to or GBL to related MD&A of Power’s D Part to not incorporated herein by reference. GBL’s main holdings are an interest in Im an interest holdings are GBL’s main adidascertification); (design and distribu aggregatesandconcrete); Umicore(materials technology and Ontex sectors); beverage and food the in primarily industries, processing of range wide a for management project of Atlantic Mowi (producer products); hygiene (disposable Item 6 – Narrative Description of the Business
21 ing the rtfolio manager, investment fintech investor focused on focused investor fintech ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL e heldthrough PowerFinancial, billion in assets for high-net worth high-net for assets in billion 9 2020 >
per cent, representing a voting interest interest a voting representing cent, per 9 . d-sized and small cap private companies companies private cap small and d-sized 74 credit, primarily in secured loanswhat secured in in primarily credit, , invests in the life sciences sectorwith a focus 9 , provides credit capital directly to public and private private and public to directly capital credit provides , 7 gs Wealth LP, a fund controlled by Sagard Holdings, held held Holdings, by Sagard controlled a fund LP, Wealth gs Sagard Holdings, is a global Holdings, is Sagard (“Grayhawk”), a registered po of financial service companies. Its global focus enables the the enables focus global Its companies. service of financial stments, primarily held through Power Financial, in the in the Financial, Power through held primarily stments, to investing in mi ts includes Wealthsimple Cash, Wealthsimple Invest, Invest, Wealthsimple Cash, Wealthsimple ts includes funds including Sagard Europe II, Sagard Europe 3 and its Europe II, Sagard Europe Sagard funds including ainable currently manages two main platforms: the Pacific Pacific the platforms: main two manages currently ainable per cent.Wealthsimple is a financial technology company nts,across the Canadian,United States and Kingdom United 7 ned subsidiary Sagard SAS, a French management company managementFrench a ned subsidiary Sagard SAS, 1. 6 billion. and Sagard NewGen, including thos Sagard including NewGen, and 7 POWERCORPORATION OF CANADA . 4 9 , a fund launched in201 ted equity interest in Wealthsimple of Wealthsimple in interest equity ted credit fund, which will invest in private willwhich invest in private fund, credit rtners, LP, a fund launched in 201 launched a fund LP, rtners, and Sagard NewGen.Sagard NewGena European is capsmall fund focusedthe on ted equity interest of 4 0 fintech companies and investment funds. funds. investment and companies 0 fintech 5 00,000 clients, excluding tax clie Europe 3, Sagard Europe Europe 3, Sagard Europe 5 thcare Royalty Partners, LP thcare Royalty Partners, billion through its wealth management business. per cent and a fully dilu per cent and a fully per cent interest in Grayhawk Investment Strategies Inc. Strategies Investment Grayhawk in interest cent per 7 9 . 6 . 75 48 Wealthsimple’s suite of investment and savings produc savings and of investment suite Wealthsimple’s operating a digital investing platform. platform. investing a digital operating 2020, 31, at December for As Work. Wealthsimple and Crypto Wealthsimple Trade, Wealthsimple Save, Wealthsimple over had Wealthsimple of under over administration $ markets with assets a $0. managed Grayhawk 2020, 31, December at As dealer. market exempt and manager Canadian families. (HNW) of In wealth management, as at December 31, 2020, SagardHoldin healthcare and technology sectors. sectors. technology and healthcare based in Europe. Sagard SAS currently has four private equitybasedprivate has four in Europe. currently Sagard SAS Europe Sagard funds, new two headquartered in Paris, manages investment funds dedicated dedicated funds in Paris, investment manages headquartered In private equity, Sagard Holdings, through its wholly ow wholly its through Holdings, Sagard equity, In private In venture capital, Portag3 Ventures, the venture capital arm of capital venture the Ventures, Portag3 capital, In venture on investments protected by strong intellectual property. Sagard Healthcare Royalty Partners, LP invests in various in various LP invests Partners, Royalty Healthcare Sagard property. intellectual by strong protected on investments structures including traditionalhealthcare royalties, royalty securitizations and royalty-related credit. generation next the building entrepreneurs visionary identifying Ventures Portag3 II, Portag3 I and Portag3 funds, its Through another. to region one from knowledge common of leveraging than more has invested in
POWER SUSTAINABLE POWER SUSTAINABLE approach. investment a long-term with manager asset alternative global sustainability-led a is Sustainable Power companies teams, management in entrepreneurial investing actively by value long-term create to aims Power Sustainable Sust Power models. business with sustainable and projects platform which invests in the China equity markets; and the Power Sustainable Energy Infrastructure platform which which platform Infrastructure Energy Sustainable Power the and markets; equity China the in invests which platform America. North in assets infrastructure energy renewable of operations and construction development, the in invests Asat December 31, 2020, Portag3 the I, Corporation and IGMFinancial held, througha limitedpartnership ultimately undilu an Corporation, by the controlled In royalties, Sagard Heal Sagard In royalties, WEALTHSIMPLE fund’s investment manager believes to be the underserved non-sponsor-backed middle market in Canada and the U.S. U.S. the and Canada in market middle non-sponsor-backed underserved the be to believes manager investment fund’s INVESTMENTS FINTECH of inve comprised are investments fintech Corporation’s The Wealthsimple. and funds II Portag3 and I Portag3 The Corporation’s investments in SagardCredit Partners, LP, SagardHealthcare Royalty Partners,LP, Portag3 I, Portag3 II, Sagard II, Europe Sagard INVESTING ACTIVITIES US$0. Sagard Pa Credit credit, In private launched Holdings Sagard 2020, October In Canada. and U.S. the across companies middle-market second its LP, II, Partners Sagard Credit are managedby Sagard Holdings. includ equity, private and capital venture royalties, healthcare credit, private classes: asset four across below), businesses” Item 6 – Narrative Description of the Business
22 0.0 per cent cent per 0.0 per cent in cent per 5 lf of its clients, of its clients, lf 5 0. 6 .1 per cent interest in in interest cent .1 per 44 in China AMC. AMC. China in ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL ina) invests, on beha t sponsorship commitment from from commitment t sponsorship 2020 > y offering sales and technical training, training, and technical offering sales y
ecial purpose acquisition company, in a in company, acquisition ecial purpose per cent equity interest and and interest equity cent per 6 per cent interest 2. 4 9 re Partnershipan is investment platform dedicated to the Electric and Lumenpulse Group Inc. (see section entitled entitled section (see Inc. Group and Lumenpulse Electric will Partnership the assets, energy renewable high-quality cles, that designs and manufactures all-electric school buses buses school all-electric manufactures and designs that cles, dsincluding and Bauer Easton; a 21.2perequity cent and stainable business models that have significant alignment to alignment significant have that models business stainable which includes a significan December 31, 2020: a controlling interest of interest a controlling 31, 2020: December POWERCORPORATION OF CANADA Power Pacific” formerly known as Sagard Ch as Sagard Pacific” formerly known Power per, and manufacturer of a wide range of high-performance and sustainable sustainable and high-performance of wide range of a manufacturer and per, Northern Genesis, a publicly traded sp traded a publicly Genesis, Northern a global performance improvement compan improvement performance a global her described in the section entitled “General Development of the Business – Development of – Development Business of the Development “General entitled section the in described her as one of the first fund management companies in China, China AMC has developed and maintained its its maintained and developed has AMC China China, in companies management fund first of the as one 998 China AMC
3 . 6 Through Power Sustainable, which actively manages standalone investments in companies that benefit from the global global the from benefit that in companies investments standalone manages actively which Sustainable, Power Through at as holds Corporation the transformation, energy voting interest in Peak Achievement Athletics Inc., a company that designs and markets sports equipment and apparel for for apparel and equipment sports and markets designs that a company Inc., Athletics Achievement in Peak interest voting bran under iconic and lacrosse softball baseball, ice hockey, Corporation, in GP Strategies interest services. engineering and consulting management solutions, eLearning develo a designer, Inc., Group Lumenpulse a and environments; urban and institutional, commercial, for solutions LED specification-grade vehi zero-emission of manufacturer Lion innovative an Electric, Electric Lion 2020, 30, November On trucks. urban as well as transit urban or needs special for and midi/minibuses announcedwithcombine to its intention Stock York New the and TSX the on listed be to expected is Electric Lion which of context the in transaction proposed business of the – Development Business of the Development “General entitled section in the described further (as Exchange America”). – North years three last the over
As at December 31, 2020, the CorporationandFinancial IGM each a held 13. Item Through Sagard Holdings, the Corporation holds as at December 31, 2020: a 2020: 31, December at as holds Corporation the Holdings, Sagard Through STANDALONE BUSINESSES STANDALONE BUSINESSES businesses. standalone in certain interests has also Corporation The Launched in January 2021, Power Sustainable Energy Infrastructu “Standalone businesses” below). su with companies selecting markets, equity public in China’s INFRASTRUCTURE ENERGY SUSTAINABLE POWER subsidiaries owned wholly two LLC, Energy, Solar and Nautilus Inc. Renewables Potentia Through sector. energy renewable of owner-operators integrated leading and Sustainable of Power The America. North across assets energy of renewable operations and financing construction, development, the in invest capital, of committed $1 billion an initial has Partnership furt (as Sustainable Power partners founding of select a group by is joined Sustainable Power America”). – North years three last the over business the Group. Desjardins led by Power Pacific Investment Management Inc. (“ Inc. Management Investment Pacific Power POWER PACIFIC in Lion investments equity private holds also Sustainable Power China’s multi-decade transformation to an innovation-led economy. Power Pacific invests with a high conviction, conviction, high a with invests Pacific Power economy. innovation-led an to transformation multi-decade China’s process. investment research-driven fundamentals-based, Founded in 1 in Founded industry. management asset China’s in leaders market the among position Item 7 – Risk Factors
, g 23 pandemic. uctuations in in uctuations 9 nesses, including anesses, including in North Europe America, in re. The re. inability of Power to es, including fl business, prospects, dividend dividend prospects, business, s public subsidiaries, including including s public subsidiaries, ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL Corporationsubsidiaries, and its attaching to such securities. 2020 >
and investmentbusi and IGM Financial. Power also indirectly The payment of interest and by dividends of interest The payment ities or acquisitions. or acquisitions. ities ent of interest, other operating expenses and expenses operating other interest, of ent focuses on financial services on financial focuses erbefore makingan investment. This description of risks and its ability to raise additional capital. Dividends to capital.to Dividends additional raise its ability and corporated herein by reference; and the risks of being an of being an risks and the by reference; herein corporated al adverse effect on Power’s on Power’s effect adverse al es of the Corporation from time to time, including when when including time, to time from Corporation the of es is will be possiblewill in the futu is no voting rights in the Corporation, except in limited limited in except Corporation, the in rights voting no titled “Risk Factors”of IGM Financial’s Annual Information tary policies, business investment and the health of capital of capital health and the investment business policies, tary affect Power and its subsidiari ture will depend in part upon prevailing market conditions conditions market prevailing upon in part depend will ture l holding is its ownership of all of the issued and outstandin and issued of the all of ownership its holding is l ties of the Corporation (and it Corporation of the ties equity securities held by the the by held securities equity mes, financial markets haveexperienced significantprice and Power Financial and its outstanding securities, but does not not does but securities, outstanding its and Power Financial , wealth management these operating companiesother and investments.Therisksof provided in the provisions the provisions in provided udingthe followingand other risks discussed elsewhere in this Power’s securities may be adversely affected. affected. adversely be may securities Power’s POWERCORPORATION OF CANADA rther enhancement opportun rdingly, the indirect control of the indirect control Lifeco rdingly, d and referenced in the subsection entitled “Risk Factors” of Lifeco’s Annual Annual of Lifeco’s Factors” “Risk entitled subsection in the and referenced d torestrictions set out in relevant corporateand insurance lawsand regulations, sirable future enhancement opportunities or acquisitions generally depends upon upon depends generally acquisitions or opportunities enhancement future sirable ll as on their ability to pay dividends. dividends. to pay ability on their as ll ”. There is no market over which the Corporation’s debentures may be traded, and it is and it traded, be may debentures Corporation’s the which over market is no There ”. ility to meet its obligations, including paym including meet its obligations, ility to terest rates, as well as mone as well as rates, terest 9 RISK FACTORS FACTORS RISK
0per cent interest in Parjointco,which itself holdsan indirect interesta result,the in GBL. CorporationAs bears 5 7
portfolio of alternative asset investment platforms. Its principa Its platforms. investment asset alternative of portfolio Annual Information Form, which investors should carefully consid carefully should investors which Form, Information Annual Power Financial) and in the activities of such issuers, incl issuers, such of activities the in and Financial) Power to applicable also is below Corporation to the applicable retirement insurance, leading are holdings core Its Asia. and ITEM ITEM securi in the investment an in inherent risks certain are There that company holding and management an international is Power include all possible risks, and there may be other risks of which the Corporation is not currently aware. aware. currently not is Corporation the which of risks other be may there and risks, possible all include Common Shares of Power Financial and, acco and, Financial of Power Shares Common The share price of the Corporation and its subsidiaries may be volatile and subject to fluctuations in response to numerous numerous to response in fluctuations to subject and volatile be may subsidiaries and its Corporation the of price share The factors beyond Power’s and such subsidiaries’ control, including asa result ofthe outbreak of thenovel strainof coronavirus holds a a holds of shareholder being a significant with associated the risks an investorbeing are in Lifeco describe are in references and further subsection which Form, Information en subsection in the referenced are Financial in IGM investor Form, which subsectionand further referencesare incorporated herein by reference. asspecifically identified “COVID-1 very unlikely that one will develop. Consequently, debenture holders may not be able to liquidate their debentures in a debentures their liquidate able to be may not holders debenture Consequently, will develop. one that unlikely very adversely may conditions Economic if at all. timely manner, foreign exchange, andforeign inflation in markets in Canada, the United States, Europe and Asia. At ti At Asia. and Europe States, United the Canada, in markets of prices market the affected have that fluctuations volume As a holding company, Power’s ab Power’s company, As a holding and thathave often beenunrelated to theoperating performance,underlying assetvalues or prospects of suchcompanies. in result may which or prolonged, be significant to are deemed that values asset in decreases may cause factors These operations subsidiaries’ Power’s turmoil, market related and volatility of levels increased of periods In charges. impairment of price trading the and impacted adversely be could dividends, and to complete current or de to completedividends, and current investments, other and subsidiaries its principal dividends from creditworthiness and position financial profitability, performance, operating on the are dependent Power of shareholders as we and associates of its subsidiaries is subject subsidiaries principal Power’s COVID-1 the by affected adversely be may and maintained, be ratios capital and solvency that require which financingof Power additional in the fu to ability The arrange as well as the business performance of Power and its subsidiaries. Although the Corporation has been able to access capital capital access to able been has Corporation the Although subsidiaries. and its of Power as performance business as the well on financial markets in thepast, there can be no assurance th access sufficient capital on acceptable terms could have a materi have could terms on acceptable capital sufficient access paying capability and financial condition, and condition, fu and paying capability financial A holder of First Preferred Shares of the Corporation has Corporation of the Shares Preferred First of A holder circumstances, as may be requiredby laworas specifically Shar Preferred First the redeem to choose may Corporation The be not might investors and Shares, Preferred First applicable the by borne yields than lower are rates interest prevailing investment. comparable a in proceeds redemption the reinvest to able Item 7 – Risk Factors 4 2 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 2020 >
pandemic, and the Corporation’s management management Corporation’s the and pandemic, 9 entitled “General Development of the Business – Development of of – Development Business of the Development “General entitled POWERCORPORATION OF CANADA ” of this Annual Information Form. Additional information about the risks the risks about information Additional Form. Information Annual ” of this 9
COVID-1 the with associated uncertainties and the risks about Information the business over the last three years – COVID-1 years three last the over business the MD&A, in Power’s Management” “Risk entitled section in the provided is business Corporation’s of the uncertainties and reference. by is incorporated herein section which of such risks and uncertainties, is provided in the section section in the is provided uncertainties, and risks of such Item 8 – Description of the Share Capital 5 2
6 00 2 000 000 000 000 000 , ,5 , , , , ,866 9,4 0 03 000 000 10 000 000 000 , ,7 8, 6, 6, 8, Outstanding
10 21 54,86 6 , 2021, there were were , 2021, there 7 Subordinate Voting Shares to to Shares Voting Subordinate
3 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 7 ,1 8 Number of Shares Issued and Issued Number of Shares . 2 2020 6 >
0, 5 www.sedar.com 3.12 per cent of the aggregate voting rights attached to to attached rights voting aggregate the of cent per 3.12 itions of its share capital. These Articles can be found on on found be can Articles These capital. its share of itions 5 e-emptive rights or subscription rights attached to the the to attached rights or subscription rights e-emptive erred Shares and First Preferred Shares are payable only as only payable are Shares Preferred First and erred Shares g Preferred Shares proposed to be issued for a consideration a consideration for be issued to proposed Shares g Preferred two-thirds of the holders of Subordinate Voting Shares, issue issue Shares, Voting of Subordinate holders the of two-thirds cles of the Corporation referred to in paragraphs (a), (b) and (b) (a), paragraphs to in referred Corporation of the cles number of First Preferred Shares, an unlimited number of of number unlimited an Shares, First Preferred of number holders of Subordinate Voting Shares are not entitled to vote to vote entitled not are Shares Voting of Subordinate holders POWERCORPORATION OF CANADA to their holdings an aggregate number of Subordinate Voting Shares that that Shares Voting of Subordinate number aggregate an holdings their to and are filed on SEDAR at on SEDAR are and filed of Subordinate Voting Shares in the remaining property of the Corporation on on Corporation of the property remaining in the Shares Voting of Subordinate pro rata pro Participating Preferred Shares. Shares. Participating Preferred (1) of the CBCA. Subject to the rights of holders of the Participating Preferred Shares and the First First and the Shares Preferred Participating the of of holders rights the to Subject CBCA. the of (1) 76 , 2021, the Subordinate Voting Shares represented represented Shares Voting Subordinate the 2021, , www.powercorporation.com 7 Power DESCRIPTION OF THE SHARE CAPITAL CAPITAL OF THE SHARE DESCRIPTION
1 8 . Series 8 986 Series G Participating Preferred Shares Subordinate Voting Shares 1 A Series Series B Series C Series D Participating Shares Non-Participating Shares First Preferred Shares Share Class As at March 1 a where Shares Voting Subordinate of to holders applicable or provisions rights any contain not do Power of Articles The the bid is made for takeover the PFC Minority Shareholders. Shareholders. Minority PFC the securities. voting outstanding Power’s
The following is a summary of the features of the Corporation’s share capital. Reference should be made to the Articles of of Articles the to be made should Reference capital. share Corporation’s of the features the of summary a is following The cond and of all terms description a complete for Corporation the of 2 an aggregate issued Corporation the Reorganization, with the In connection and when declared by the Board of Directors. Directors. of Board the by declared when and its website at Voting of Subordinate holders to offers issue such with contemporaneously Power unless Shares Preferred any Participating Power from to acquire the right Shares of Participatin number times the one-third and eight to is equal issued. be to are Shares Preferred Participating the which for share per amount capital stated the to is equal that share per pr rights, liquidation special rights, conversion no are There Subordinate Shares. Voting SUBORDINATE VOTING SHARES SHARES VOTING SUBORDINATE meetings than (other shareholders of meetings all at vote one to holder the entitles Share Voting Subordinate Each that provided shares) of or series class another of exclusively Dividends on the Subordinate Voting Shares, Participating Pref Participating Shares, Voting the Subordinate onDividends separately as a class in the case of an amendment to the Arti the to amendment an of case the in a class as separately 1 of subsection (e) and to share such on dividend any to receive holder the entitles Share Voting Subordinate each Shares, Preferred holders other all with equally participate of approval without Power may not, or winding-up. dissolution issued and outstanding: The authorized capital of Power consists of an unlimited unlimited an of consists Power of capital GENERAL authorized The ITEM ITEM Item
Participating Preferred Shares, and an unlimited number of Subordinate Voting Shares. As at March 1 March at As Shares. Voting of Subordinate number unlimited an and Shares, Preferred Participating Item 8 – Description of the Share Capital
s 6 e 2 on- ed and unpaid dividends. ed and unpaid dividends. assets the inthe event of rictions and conditions as and conditions rictions the ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL per share per annum before any any before annum per share per 75 2020 3 e Voting Shares. Upon any dissolution any dissolution Upon Shares. Voting e > 9
of the First Preferred Shares, each Participating Participating each Shares, Preferred First of the per share plus any declar plus per share 875 rther right to participate, share and share alike, with the the with alike, share and share participate, right to rther 21 Cumulative First Preferred Shares shall be entitled to be to be entitled be shall Shares Preferred First Cumulative ares or any other shares ranking junior to the Participating Participating to the junior ranking shares or any other ares the First Preferred Shares. Holders of First Preferred Shares Shares Preferred First of Holders Shares. Preferred First the 4 dividends and the distribution of and the distribution dividends the prior rights of the holders of the First Preferred Share First Preferred of the holders the of rights prior the proposed to be issued for a consideration per share that is is that share per a consideration for be issued to proposed the Corporation’s Articles, the Corporation issued issued the Corporation Articles, Corporation’s the with such rights, privileges, rest privileges, rights, such with Power shall be distributed to the holders of Participating of Participating holders to the be distributed shall Power may be paid with respect to the Subordinate Voting Shares Shares Voting Subordinate the to respect with paid be may or to vote at any meeting of its shareholders except as may as be except of shareholders its at any or to vote meeting which the Subordinate Voting Shares are to be issued. issued. be to are Shares Voting Subordinate the which POWERCORPORATION OF CANADA .00 per Non-Cumulative First Preferred Share plus declared and unpaid unpaid and declared plus Share Preferred First Non-Cumulative per .00 5 per share per annum on the Subordinat annum per per share es B, Series C, Series D and Series G (forthe purposes of this paragraph, the “N ceivea non-cumulative dividend of $0.00 75 3 9 ided in the provisions attaching to the First Preferred Shares of such series. series. such of Shares Preferred First the to attaching provisions in the ided totheir holdings anaggregate number of Participating Preferred Shares that is equal
for the purpose of winding-up its affairs, the First Preferred Shares of each series rank on a a on rank series of each Shares Preferred First the affairs, its winding-up of purpose the for pro rata (1) of the CBCA. Subject to the rights of holders rights of holders the to Subject CBCA. of the (1) 76 Participating Preferred Shares to holders who duly exercised the Pre-Emptive Right. Right. Pre-Emptive the exercised duly who holders to Shares Preferred Participating 94 ,0 6 ,00 liquidation, dissolution or winding-up of Power, whether voluntary or involuntary, or any other distribution of the assets of of assets the of distribution other any or or involuntary, voluntary whether Power, of winding-up or dissolution liquidation, its shareholders among Power the Shares, Preferred Participating the to priority in and series other every of Shares Preferred First the with parity to junior ranking shares other any and Shares Voting Subordinate attend or to of notice to entitled be not shall series of any orlaw as specifically prov by required Seri Series A, Shares, Preferred First the For
Non-Cumulative First Preferred Shares, the holders of the Non- of the holders the Shares, Preferred First Non-Cumulative paid and to receive an amount equal to $2 of or any assets be paid shall any amount before dividends the Non-Cumulative to junior ranking of Power class any other of or of shares Shares Voting Subordinate Shares, Preferred Shares. Preferred First Cumulative First Preferred Shares”), in the event of the liquidation, dissolution or winding-up of Power or other distribution distribution other or Power of winding-up or dissolution liquidation, the of event the in Shares”), Preferred First Cumulative or involuntary, voluntary whether affairs, its winding-up of purpose the for shareholders its among Power of assets the of th to prior ranking Power of shares of holders of and Power of creditors all of claims the of satisfaction prior the to subject
Board of Directors designates. With respect to the payment of payment the to respect With designates. of Directors Board FIRST PREFERRED SHARES series or more one in issued be may Shares Preferred First The Preferred Share entitles the holder to re to holder the entitles Share Preferred Sh Voting Subordinate of the holders the over preference and by $0. to equal amount an receive to entitled are Shares, Preferred PARTICIPATING PREFERRED SHARES meetings than (other shareholders of meetings all at votes ten to holder the entitles Share Preferred Participating Each to entitled not are Shares Preferred Participating of holders that provided shares), of or series class another of exclusively voteseparately asaclass the incase ofamendmentan to the Articlesof the Corporationreferred toparagraphs in (a),(b) 1 of subsection and (e)
after payment of adividend of $0.00 dividends are paid for the Subordinate Voting Shares, and the fu the and Shares, Voting Subordinate the paid for are dividends that dividends any in Shares Voting of Subordinate holders Power’s winding-up of the purpose for capital of distribution other any or upon Power of part, or in whole in or liquidation, to subject Shares, Preferred Participating of holders the affairs, any Subordinate issue Shares, Preferred Participating of holders of the two-thirds of approval without may not, Power the Shares Preferred of Participating holders to the offers issue such with contemporaneously Power unless Shares Voting Power from right to acquire Shares Voting of Subordinate number of the cent per to 12.0 for per share amount capital stated average to the equal of favour in Right Pre-Emptive the with accordance in and Reorganization, the with connection in 2020, 12, February On in included Shares Preferred Participating of holders 6 Item 8 – Description of the Share Capital 7 2
6 1 alendar alendar 000 000 000 000 000 d “Prime 000 000 000 000 000 , , , , , , , , , ,484 ,
, 2021 2 e to prime 5 000 000 000 000 000 000 000 000 000 000 , , ,54 ct during each each ct during 6, 6, 8, 9,657,5 8, 6, 6, 1 4, 8, , 2020 10 10 5 Series per quarter quarter per Series
[1] 986 April 1
[3] since
each series. Each series of series Each series. each om the requirement for for requirement the om 5 .00 .00 .00 .00 .2 .00 on or after April 1 annual information form that 0.00 5 5 5 5 5 5 5 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL Redemption price Redemption (plus declared and unpaid dividends) $ $2 $2 $2 $2 $2 $2
Number of Shares Issued and Outstanding and Issued Number of Shares pursuant to Section 13.1 thereof and 13.1 thereof Section to pursuant 2020 (Description of Capital Structure) and and Structure) Capital of (Description >
7 Power pursuant to an exemption from from an exemption to pursuant Power
) First Preferred Shares, an unlimited number number unlimited an Shares, Preferred First
y % % % % % –
5 0 0 0 3 00 5.6 5. 5.8 5. 5.6 quarterl
. . includes an exemption fr Series may be redeemed in whole or in part. part. or in whole in redeemed be may Series , 2021, there were issued and outstanding: and outstanding: were issued there , 2021, Fixed non-cumulative annual non-cumulative Fixed dividend (payable 986 7 wer includes disclosure in its wer includes disclosure le, future) redemption price of price redemption future) le,
eferred Shares, an unlimited number of Common Shares and and Shares Common of number unlimited an Shares, eferred the calendar month immediately preceding the first day of the c the first preceding immediately month the calendar rred Shares, the quarterly dividend payable to the holders of holders the to payable dividend quarterly the rred Shares,
erage of the Prime Rates quoted by two reference banks in effe banks reference by two quoted Rates of the Prime erage
llation on the open market 20,000First Preferred Shares, 1 (Dividends and Distributions), and Distributions), (Dividends POWERCORPORATION OF CANADA 6 Continuous Disclosure Obligations Disclosure Continuous 0.0% of 7
– – – – –
1-102– Annual Information Form 5 , payable quarterly [2] continuous disclosure documents filed by those two banks for determining interest rates on Canadian dollar commercial loans mad loans commercial dollar on Canadian rates interest for determining those two banks One quarter of Prime floating dividend dividend floating 1-102F2 – Financial consists of an unlimited number of number of an unlimited consists Financial 5 Cumulative 0.00 per share. share. per 0.00 Series 5 986 1
Power Financial
, 2021, regarding Power Financial and Power. This Power. and Financial Power 2021, regarding ,
9 I
2 . 8 at a price not exceeding $ exceeding not at a price commercial borrowersin Canada. for cance to purchase efforts all reasonable make Power must monthpreceding the monthin which the applicable dividend payment date in respect of which the determinationis being made, an by rate as quoted is the reference Rate” day during the three-month period which ends on the last day of on which ends period three-month the day during Prime means, for any quarterly dividend period, the arithmetic av arithmetic the period, dividend any quarterly for Prime means, All series of First Preferred Shares other than the First Preferred Shares, 1 Shares, Preferred First than the other Shares Preferred of First All series Series L Series O Series P Series Q Series R Series D Series E Series F Series H Series Series K Series A
] ] ] (Market for Securities) of Form of Securities) for (Market Share Class First Preferred Shares First Preferred Shares, Series G First Preferred Shares, Series B First Preferred Shares, Series C First Preferred Shares, Series D First Preferred Shares, First Preferred Shares, Series A 3 2 1 8 [ [ the requirements of National Instrument Instrument of National requirements the as provided in the decisionof the Autorité des marchés financiersand the Ontario SecuritiesCommission, dated 1 January Po form provided information an annual file to Financial Power
The authorized capital of Power of Power capital authorized The would be required of Power Financial under Items under of PowerFinancialbe required would GENERAL Pr of Third number unlimited an Shares, Preferred of Second an unlimited number of Class A Common Shares. As at March 1 Power Financial relies on certain of the the of on certain relies Financial Power Item [ Prefe of First series each for out, sets table following The First Preferred Shares alongwith the current if applicab (and, First First Preferred Shares ranks equally with all other First Preferred Shares. Shares. Preferred First other all with equally ranks Shares Preferred First Item 8 – Description of the Share Capital
8 2
(1) of (1) of 6 0 76 000 000 000 000 , , , , 0 5 96,5 000 2 0 000 000 , , 8, 12 10 664, y or involuntary, or any y or otherinvoluntary, rictions and conditions as and conditions rictions the erred Shares are not entitled to entitled not are Shares erred ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL Number of Shares Issued and Outstanding and Issued Number of Shares 2020 >
. www.sedar.com itions of its share capital. These articles can be found on on found be can articles These capital. share of its itions 31, 2020 and as at the date hereof, Power also beneficially beneficially also Power hereof, date the at as and 2020 31, to the payment of dividends and the distribution of assets the distribution and of dividends payment to the ecial liquidation rights, pre-emptive rights or subscription or subscription rights pre-emptive liquidation rights, ecial mmon Shares is not entitled to vote separately as a class in in class a as separately vote to entitled not is Shares mmon First Preferred Shares of any series shall not be entitled to to entitled be not shall any series of Shares Preferred First except as may be required by law or as specifically provided provided specifically as or by law mayas be required except Class A Common Shares is not entitled to vote separately as as separately vote to entitled not is Shares Common A Class nancial referred to in paragraphs (a), (b) and (e) of subsection and (e) (b) (a), in paragraphs to referred nancial with such rights, privileges, rest privileges, rights, such with ch series. Holders of First Pref of First Holders series. ch Power Financial, whether voluntar whether Financial, Power rred Shares, the Second Preferred Shares and the Third Preferred Preferred Third the and Shares Preferred Second the rred Shares, POWERCORPORATION OF CANADA up. There are no conversion rights, special liquidation rights, pre-emptive rights rights pre-emptive rights, liquidation special rights, are no conversion up. There on dissolution or winding-up. Holders of Class A Common Shares have the right the right have Shares A Common Class of Holders or winding-up. on dissolution of holders of the First Preferred Shares, the Second Preferred Shares and the and the Shares Preferred the Second Shares, Preferred First of the of holders on a parity with the First Preferred Shares of every other series and in priority to priority and in series other every of Shares Preferred First the with parity a on and are filed on SEDAR at on SEDAR are and filed T PREFERRED SHARES
www.powerfinancial.com Preferred Shares Preferred
(1) of the CBCA. Subject to the to rights the Subject CBCA. (1) of the Series S Series T Series V 76 Third Shares Common Share Class board of directors of Power Financial designates. With respect respect With designates. Financial Power of directors of board of or winding-up dissolution liquidation, the of in event the the affairs, its winding-up of purpose the for shareholders its among Financial Power of assets the of distribution rank series of each Shares Preferred First the Second Preferred Shares, the Third Preferred Shares, the Common Shares, the Class A Common Shares and any other other any and Shares Common A Class the Shares, Common the Shares, Preferred Third the Shares, Preferred Second the of Holders Shares. Preferred First the to junior ranking shares shareholders of meeting any at vote to or attend to or of notice su of Shares Preferred First the to attaching provisions in the
The First Preferred Shares may be issued in one or more series series or more one in be issued may Shares Preferred First The POWER FINANCIAL FIRS FINANCIAL POWER Each Class A Common Share entitles the holder to one vote at all meetings of shareholders (other than meetings exclusively exclusively meetings than (other of shareholders all meetings at vote one to holder the entitles Share Common A Class Each of holder the that provided shares) of series or class another of Fi Power of articles the to amendment an of case the in a class 1 POWER FINANCIAL CLASS A COMMON SHARES POWER FINANCIAL COMMON SHARES of exclusively meetings than (other of shareholders all meetings at vote one to holder the entitles Share Common Each Co of holder the that provided shares) of or series class another Following the completion of the Reorganization and as at the date hereof, Power beneficially owns all of the issued and and issued of the all owns beneficially Power hereof, date at the as and Reorganization the of completion the Following December at As Financial. of Power Shares Common outstanding Dividends on the Common Shares, Class A Common Shares, First Preferred Shares, Second Preferred Shares and Third and Shares Preferred Second Shares, Preferred First Shares, A Common Class Shares, Common the on Dividends Financial. of Power directors of board by the declared when and as only payable are Shares Preferred of articles the to made be should Reference capital. share Financial’s of Power features the of summary a is following The cond and terms all of description a complete for Financial Power There are no Class A Common Shares, First Preferred Shares, Series U or Second Preferred Shares issued and outstanding. outstanding. and issued Shares Preferred Second U or Series Shares, Preferred First Shares, Common A Class no are There Financial. of Power Shares Preferred Third outstanding and issued the of all owns its website at 1 subsection of (e) and (b) (a), paragraphs to in referred Financial Power of articles the to amendment of an case the
the CBCA. Subject to the rights of holders of the First Prefe First the of of holders rights the to Subject CBCA. the all with equally and to participate share on such any dividend to receive the holder entitles Common Share each Shares, of property remaining (if any) in the Shares A Common of Class holders all and any) (if Shares of Common holders other or winding- on dissolution Power Financial or subscription rightsattaching to theCommon Shares. Third Preferred Shares, each Class A Common Share entitles the holder to receive any dividend on such share and to to and share on such any dividend receive to holder the entitles Share A Common Class each Shares, Preferred Third any) in (if Shares of Common holders all and any) (if Shares A Common Class of holders other all with equally participate of PowerFinancial property the remaining sp no are There Shares. Common into shares their convert to A Class Common Shares. to the rights attaching Item 8 – Description of the Share Capital
9 2
– – – – – – – – – – –
] ] 4 4 [ [ 6 6 Holders’ option to Holders’ option to convert into Series Q shares on January 31, 202 convert into Series P shares on January 31, 202 each series. Each series of
ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL
6 2020 , for the >
6
] 1 [ after April 30, 2022 April 30, 2020 April 30, 2020
] below 6 since since
on or after April 30, 2021 April on or after
0 5 5 5 .2 .00 on or after April 30, 2021 . .2 .00 on or .00 .00 .00 .00 .00 .00 .00 .00 .00 on January 31, 202 .00 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 articles of Power Financial referred to in paragraphs (a), (b) (a), (b) paragraphs in to Financial referred of Power articles $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 $2 and on January 31 every five years thereafter Since January 31, 201 redemption prices set forth in footnote [ Redemption price Redemption $2 (plus declared and unpaid dividends) Conversionrights le, future) redemption price of price redemption le, future) erred Shares shall be entitled to be paid and to receive an an receive to and paid be to entitled be shall Shares erred ers of Third Preferred Shares, of Common Shares, of Class A Class of Shares, of Common Shares, Preferred of Third ers rred Shares, the quarterly dividend payable to the holders of holders the to dividend payable quarterly the rred Shares,
] 3 [
% % % % % % % % % % %
0 0 5 0 0 0 – – POWERCORPORATION OF CANADA 2 00 10 .998 5.5 5.5 5.9 6. 5. 1 Fixed non- Fixed annual cumulative dividend (payable quarterly)
, ] 2 [
] .00 and 5 [ 5 – 4.8 –4.95 – 5.8 – 5. –5.75 – – – – – – (1) of the CBCA. CBCA. the of (1) 0.0% of Prime 76 7 .00 per First Preferred Share plus declared and unpaid dividends before any amount shall be paid or or paid be shall amount any before dividends unpaid and declared plus Share Preferred First per .00 5 Floating rate dividend rate Floating dividend Non-cumulative, annual Cumulative, one quarter dividend, payable quarterly, equal to the product of $2 the Floating Quarterly Rate Dividend of payable quarterly I
Preferred
First Preferred Shares, Series S First Preferred Shares, Series R Shares, SeriesQ Shares, Series P First Preferred First Preferred Shares,O Series First Preferred Shares, Series K First Preferred Shares, Series L First Preferred Shares, Series First Preferred First Preferred Shares, Series F First Preferred Shares, Series H Shares, Series D First Shares, Series E Shares, Series A First Preferred First Preferred First Preferred Shares ranks equally with all other First Preferred Shares. Shares. Preferred First other all with equally ranks Shares Preferred First First Preferred Shares along with the current (and if applicab (and current with the along Shares Preferred First The following table sets out, for each series of First Prefe of First series for each out, sets table following The Common Shares or of shares of any other class of Power Financial ranking junior to the First Preferred Shares. Shares. Preferred First the to junior ranking Financial Power of class other of any or of shares Shares Common
any assets of Power Financial shall be distributed to the hold the to be distributed shall Financial of Power any assets prior to the First Preferred Shares, the holders of the First Pref First the of holders the Shares, Preferred First the to prior amount equal to $2 and (e) of subsection 1 and of subsection (e) of assets the of distribution other or Financial Power of or winding-up dissolution liquidation, the of event In the subject or involuntary, voluntary whether affairs, its winding-up of the purpose for shareholders its among Financial Power ranking Financial Power of of shares of holders and Financial Power of creditors of all claims of the satisfaction to the prior the to amendment of an the case in a as class separately vote Item 8 – Description of the Share Capital
4 30 g the g the after: after: up to up to 9 alendar alendar te” (that (that te” for First First for d “Prime 6
e to prime ct during each each ct during
h First Preferred Preferred h First ubsequent Fixed i) January 31, 2021 to but excluding excluding to but .00 and the rate of the rate and .00 4 5 Floating Rate Period) Rate Floating Period)
] ] the applicable “Floating 4 4 [ [ 4 9 Holders’ option to Holders’ option to Seriesconvert into U shares on January 31, 202 convert into Series T shares on January 31, 202
, 4 restrictions and conditions and conditions as restrictions
6 4 5 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 0 per cent for the First Preferred Shares, Shares, Preferred for the First 0 per cent 6
4 2020 > ulation Date” (that is, for any S (that is, for any Date” ulation
Preferred Shares, Series P, or (ii) January 31, 202 31, (ii) January P, or Series Shares, Preferred the case of redemptions on any other date any other on redemptions case of the nds is equal to a product of $2 equal to is nds and including January31, 202
] 1 [ ] below ng the “Subsequent Fixed Rate Periods” (that is, for the for (that is, Rate Periods” Fixed ng the “Subsequent case, for each succeeding Subsequent Fixed Rate Period, Fixed Rate Period, case, for each succeeding Subsequent (that is, the period from and including: ( and including: from (that is, the period 6 on or after July 31, 202 on or after July 31, 2023 on or after July 31, 2023 per cent in the case of First Preferred Shares, Series U. U. Series Shares, Preferred First of case in the cent per 0 on or after July 31, 202 5 7 for the First Preferred Shares, Series P, or (ii) January 31, 201 31, January (ii) P, or Series Shares, Preferred First for the 75 5 .00 on or after July 31, 2022 .00 on or after July 31, for First Preferred shares, Series U, that is not a date on which such date on which that is not a U, Series shares, Preferred for First .00 on January 202 31, . . .2 .00 on or after July 31, 202 6 4 5 6 5 5 5 5 with such rights, privileges, the immediately preceding Subsequent Fixed Rate Period to but to Rate Period Fixed Subsequent preceding the immediately fixed for redemption for redemptions on: (i) January 31, 202 31, on: (i) January redemptions for redemption for fixed Redemption price Redemption $2 and on January 31 every five years thereafter Commencing on January 31, 202 for the redemption set forth prices in footnote [ $2 $2 $2 $2 $2 (plus declared and unpaid dividends) Conversionrights eafter the period from and including the day immediately followin immediately day the including from and period the eafter of Power Financial, whether voluntary or involuntary, or any or involuntary, or voluntary whether Financial, Power of spect to the payment of dividends and the distribution of distribution and the of dividends payment the to spect e Second Preferred Shares of every other series and in priority in priority and other series of every Shares Preferred e Second the calendar month immediately preceding the first day of the c the first preceding immediately month the calendar to but excluding the next succeeding “Quarterly Commencement Da Commencement “Quarterly succeeding next the but excluding to erage of the Prime Rates quoted by two reference banks in effe banks reference by two quoted Rates of the Prime erage the applicable “Fixed Rate Calc Rate “Fixed the applicable ect to the Corporation’s right to redeem all the shares of suc of shares all the redeem to right the Corporation’s to ect
] es Q, or (ii) the period from period or (ii) the Q, es 3 [
% % n-cumulative preferential divide
5 5 – POWERCORPORATION OF CANADA 1 21 5. 4. for First Preferred Shares, Series U, and on January 31 every five years thereafter or (B) for or (B) for thereafter years every five 31 January and on U, Series Shares, Preferred for First Fixed non- Fixed annual cumulative dividend (payable quarterly) 9 e applicable Subsequente applicable Fixed Rate plus: Period) (i) 1. vidends to the date fixed for redemption in fixed for redemption to the date vidends
up to but excluding January 31, 2031 for the First for the First 2031 January 31, but up excluding to for any “Quarterly Floating Rate Period” Rate Period” Floating “Quarterly for any 6 terly Floating Rate Period, the 30th day prior to the first day of such Quarterly Quarterly of such day to the first prior the 30th day Rate Period, Floating terly those two banks for determining interest rates on Canadian dollar commercial loans mad loans commercial dollar on Canadian rates interest for determining those two banks
for the First Preferred Shares, Series T, and, in each in and, T, Series Shares, Preferred First for the ] .00 and 5 9 [ 5 – – for the First Preferred Shares, Series T. Thereafter, duri Thereafter, T. Series Shares, Preferred the First for 4 Floating rate dividend rate Floating dividend Non-cumulative, annual dividend, payable quarterly, equal to the product of $2 the Floating Quarterly Rate Dividend for First Preferred Shares, Series Q, or (ii) January 31, 202 31, or (ii) January Q, Shares, Series Preferred for First per cent for the First Preferred Shares, Series T, payable quarterly. quarterly. payable T, Series Shares, Preferred First for the cent per 7 6 for First Preferred Shares, Series U, and, in each case, ther case, each in and, U, Series Shares, Preferred First for 4
.00 per share plus declared and unpaid dividends to the date the to dividends unpaid and declared plus share .00 per 0 per cent in the case of First Preferred Shares, Series Q, and (ii) 2.3 and Q, Series Shares, Preferred First of case the in cent 0 per 5 6 0 together with all declared and di unpaid with all declared 0 together 5 . 5 Shares Series and to other conditions. to other conditions. and Shares Series means, Rate Dividend Quarterly The Floating And on January 31 every five years thereafter, in each case, subj case, each in thereafter, years five every 31 January And on but excluding January 31, 202 31, January but excluding of end the following day immediately the on commencing the period excluding January 31 in the fifth year thereafter), the fixed no the thereafter), year 31 in the fifth January excluding Yield on of Canada sum of the Government equal to the interest to the first day of th day prior the 30th Rate Period, Seri Shares, Preferred First for 2021 30, April excluding to but 202 April 30, Rate Period Floating Quarterly preceding immediately end of the Series P, or (ii) 2.3 or (ii) P, Series period from andperiod from including (i) January 31, 202 202 31, January excluding but up to commercial borrowersin Canada. For (i) the period January from 31, 2021 to but up excluding January 202 31, is the last day of January, April, Julyand October in each year)),Quar any for (that is, Date” theRate Calculation rateof interest equal to the sum of theT-Bill Rate on plus: (i) 1. For (A) $2 monthpreceding the monthin which the applicable dividend payment date in respect of which the determinationis being made, an by rate as quoted is the reference Rate” day during the three-month period which ends on the last day of on which ends period three-month the day during All series of First Preferred Shares may be redeemed in whole or in part. part. in whole or in be redeemed may Shares Preferred of First All series av arithmetic the period, dividend any quarterly for Prime means, First Preferred Shares Series can be converted. converted. be can Series Shares Preferred First (i) January(i) 31, 201 $2 Preferred Shares, Series Q, or on (ii) January 31, 202 31, January (ii) on Q, or Series Shares, Preferred
] ] ] Shares, Series V First Preferred First Preferred Shares, Series U First Preferred Shares, Series T
3 1 2 [5] [4] [ [6] re With designates. Financial Power of directors of board the or winding-up dissolution liquidation, the of event the in assets the affairs, its winding-up of purpose the for shareholders its among Financial Power of assets the of distribution other th with parity a on rank series each of Shares Preferred Second
POWER FINANCIAL SECOND PREFERRED SHARES series or more in one may be issued Shares Preferred Second The [ [
Item 8 – Description of the Share Capital
31 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 2020 >
has the right to redeem, and holders of holders and to redeem, right the has any series are not entitled to notice of or to attend or ncial referred to in paragraphs (a), (b) and (e) of subsection of subsection (e) and (a), (b) in paragraphs to referred ncial ttend or to vote at any meeting of Power Financial or of its or of its Financial of Power meeting at any or to vote ttend POWERCORPORATION OF CANADA and the distribution of assets in the event of the liquidation, dissolution or dissolution liquidation, the of event the in assets of distribution the and s of Power Financial. Power Financial Financial Power Financial. of Power s (1) of the CBCA. (1) of CBCA. the 76
to vote at any meeting of Power Financial or of its shareholders except as may be required by law or as specifically provided provided as specifically or by law be as required may except or of shareholders its Financial of Power any meeting at to vote and issued Shares Preferred no Second are There series. of such Shares Preferred the Second to attaching in provisions the outstanding. POWER FINANCIAL THIRD PREFERRED SHARES With respectto the payment of dividends Financial Power of assets the of distribution other any or or involuntary, voluntary whether Financial, Power of winding-up Common the to priority in rank Shares Preferred Third the affairs, its winding-up of purpose the for shareholders its among a as separately vote of holders The Shares. to Preferred Third the to junior ranking shares other any and Shares A Common Class and the Shares entitled not are Shares Preferred Third of to a of or to notice not entitled are Shares Third Preferred Holders law. by required be may as except shareholders Fina of Power articles the to an amendment of case in the class 1 to the ranking junior shares other and any Shares A Class Common the Shares, the Common Shares, to the Third Preferred of Shares Preferred Second of holders The Shares. Preferred Second
Third Preferred Shares have the right to require Power Financial to redeem, the Third Preferred Shares, in whole or in part, part, in or whole in Shares, Preferred Third the redeem, to Financial Power require to right the have Shares Preferred Third dividends. unpaid and declared plus per share, cash for $1.00 The Third Preferred Shares have a fixed, non-cumulative cash dividend of $0.03 per share in each financial year if, as and as and if, year financial each in share per of $0.03 dividend cash non-cumulative a fixed, have Shares Preferred Third The ofboard director by the when declared Item 9 – Ratings
t al 32 ect
A- A- A+ A+ A+ A+ A+ A+
(“S&P”) (Low) (Low)
Ratings Services Ratings
Global scale A- Global scale A- Global scale Global scale Canadian scale P-1 (Low) Canadian scale P-1 (Low) Canadian scale P-1 Canadian scale P-1 Standard & Poor’s Standard ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL and, unlike ratings on individu unlike ratings and, 2020
> A A
Pfd-2 Pfd-2 (“DBRS”) A (high) DBRS Limited Pfd-2 (high) Pfd-2 (high) the risk of default, which is the risk that an issuer will will issuer an that risk the is which default, of risk the principal, interest, dividend, or distributions) with respect respect with or distributions) dividend, interest, principal, rating fees to S&P and DBRS in connection with the above- the with connection DBRS in and S&P to fees rating their respective outstanding securities have been assigned assigned been have securities outstanding respective their ndent measure of the credit quality of an issue or issuer of of issuer or issue an of quality credit the of measure ndent e capacity of an entity to meet its obligations in accordance accordance in obligations its meet to entity an of capacity e l impact of all risks on the value of securities and are subj of securities of l on the value all risks impact ion and Power Financial and their outstanding securities as securities outstanding and their Financial and Power ion credit strength of the of the issuer strength credit ese ratings are not a recommendation to buy, sellor hold of the fundamental creditworthiness of the issuer, which is is which issuer, of the creditworthiness fundamental of the creditworthiness of an issuer, a security or an obligation. or an obligation. a security of an issuer, creditworthiness self, without consideration for security or ranking. Ratings tha Ratings or ranking. for security consideration self, without vant to the issuer, and the relative ranking of claims. of claims. ranking and the relative the issuer, vant to POWERCORPORATION OF CANADA
accordance with the terms under which an obligation has been issued. Ratings are are Ratings issued. has been an obligation which under terms with the accordance
A A 47 9 48 , 20 7
RATINGS
9 % debentures due July 2 % debentures due April 22, 203 % debentures due March 11, 2033 A (high) 1% debentures due January 31, 20 9 57 8 455 . . . . Cumulative Non-cumulative 6 Preferred shares: POWER FINANCIAL: ratingIssuer Cumulative Non-cumulative 4 4 Preferred shares: POWER: ratingIssuer 8 DBRS’ securities ratings are opinions based on forward-looking measurements that assess an issuer’s ability and willingness willingness and ability an issuer’s assess that measurements on forward-looking based opinions are ratings securities DBRS’ (whether obligations outstanding on payments timely make to on opinion an provides scale rating obligation long-term DBRS The apply to actual securities may be higher, lower or equal to the issuer rating for a given entity. entity. a given for rating issuer the to equal or lower higher, be may securities actual to apply of an obligation. to the terms in obligations financial satisfy its fail to based on and quantitative qualitative considerations rele The Corporation and Power Financial have each paid customary customary paid each have Financial and Power Corporation The to revision or withdrawal at any time by the rating organization. at any time organization. by the rating withdrawal or to revision ratings. mentioned securities or classes of securities, are based it on the entity based are of securities, or classes securities
In general terms, DBRS ratings are opinions that reflect the the reflect that opinions are ratings DBRS terms, In general DBRS LIMITED LIMITED DBRS Credit ratings are intended to provide investorsareto an indepe with intended Credit ratings a stable trendaby DBRS stable and outlook by S&P. and th payment of likelihood of the and are indicators securities with the terms ofeach obligation.Descriptions of therating categories foreach of theagencies set forthbelow have been Th websites. agencies’ rating the respective from obtained afor security of a specific suitability determine that might factors or other price market address do not and securities potentia the reflect not may also ratings The investor. particular evaluation an with begins analysis rating DBRS corporate overall the address ratings Issuer rating. issuer an in reflected The ratings of each of the Corporation and Power Financial and Financial Power and Corporation the of each of ratings The at March 23, 2021. 23, 2021. at March ITEM ITEM Corporat to the assigned ratings the provides below table The
Item 9 – Ratings
ic 33 cial cial ties. ties. tive”. tive”. about about xpected ncial’s debentures’ rating of of rating debentures’ ncial’s xteen ratings used by DBRS for DBRS for by used ratings xteen ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL nancial obligations, or a specif or a obligations, nancial 2020 >
Instead, ratings express relative opinions opinions relative express ratings Instead, ctors that affect the payment priority, e priority, that affect the payment ctors not necessarily a precursor of a rating change or future future or change of a rating a precursor not necessarily Pfd-2 rating are of good credit quality, and protection of of protection and quality, credit good of are rating Pfd-2 tive or negative adjustments relative to the issuer’s rating rating issuer’s the to relative adjustments or negative tive l, butof lesser credit qualitythan that of “AA” ratedenti h) is the fourth highestof si ed as guarantees of credit quality or as exact measures of measures exact as or quality credit of as guarantees ed .Power Financial’s debentures rating of(high) A is the fifth nus(-) sign to show relativestanding within the major letter direction of a long-term credit rating over the intermediate intermediate the over rating credit long-term of a direction and “low”. The absence of either a “high” or “low” designation designation or “low” a “high” of either absence The “low”. and dual issue, from strongest toweakest, withinauniverse of ting outlook, consideration is given to any changes in the in the any changes to given is consideration ting outlook, ory preferences, or the legality and enforceability of the of the enforceability and legality the or preferences, ory A is the sixth highest of twenty-six ratings used by DBRS for used by DBRS for ratings of twenty-six highest A is the sixth into one of three categories - “Positive”, “Stable” or “Nega “Stable” - “Positive”, categories three of one into e outlook for the industry or industries in which the issuing issuing the in which or industries industry the for outlook e highest of sixteen ratings used by DBRS for preferred shares shares preferred for DBRS by used ratings sixteen of highest ligation, a specific class of fi class specific a ligation, its long-term issue credit rating scale. A long-term debenture debenture long-term A scale. rating credit issue its long-term The Corporation’s and Power Fina Power and Corporation’s The willingness to meet senior, unsecured obligations. Each of the the of Each obligations. unsecured senior, meet to willingness s overall financial capacity (creditworthiness) to pay its finan pay to (creditworthiness) capacity financial overall s trends provide guidance in respect of DBRS’ opinion regarding opinion regarding DBRS’ of respect in guidance provide trends atimely manner,with respect both to dividend and principal POWERCORPORATION OF CANADA ligation, as it does not take intoaccount thenature of andprovisions of the pacity and willingness to meet its financial commitments as they come due. It due. It come they as commitments its financial to meet willingness and pacity for long-term debt. Long-term debt rated “A” by DBRS is of good credit quality. quality. credit of good DBRS is by “A” rated debt Long-term debt. for long-term which DBRS considers the rating is headed should present tendencies continue, continue, tendencies present should is headed the rating considers DBRS which l, but earnings, the balance sheet and coverage ratios are not as strong as Pfd-1 as Pfd-1 as strong not are ratios and coverage sheet balance the earnings, but l, a long-term basis using its long-term obligation rating scale. The Corporation’s Corporation’s The scale. rating obligation long-term its using basis long-term a particular security issue will default. default. will issue security particular plicit subordination, or (iii) any other fa specific issue. specific stability of the the of stability recovery, or recovery, credit financial program. The rating on a specific issue may reflect posi reflect may issue a specific on rating The program. financial for (i) the of collateral, (ii) ex presence Most ratings may be modified by the addition of a plus (+) or mi (+) a plus of addition the by modified may be ratings Most and ability issuer’s the to refers usually rating issuer An S&P the probability that a particular issuer or issuer particular a that probability the of an quality indivi or credit of an issuer the creditworthiness risk. credit potential the assesses outlook rating An S&P categories. rating term (typically six monthsto two years). In determining a ra is outlook An conditions. business fundamental and/or economic action. watch credit A+. is rating issuer S&P Financial’s Power and Corporation’s
Since there are future events and developments that cannot be foreseen, the assignment of credit ratings is not an exact exact an not is ratings of credit assignment the foreseen, be cannot that developments and events future are there Since intend opinions are not ratings S&P and, this reason, for science In contrast, an issue rating relates to a specific financial ob obligations and focuses on the obligor’s ca obligor’s the on focuses and obligations ob financial any specific to apply not does statut liquidation, or bankruptcy in standing its obligation, obligation. in by S&P used ratings of twenty-two highest fifth is the A+ STANDARD & POOR’S RATINGS SERVICES SERVICES POOR’S RATINGS & STANDARD obligor’ of an opinion a current is rating credit An S&P issuer rated “A+” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than than conditions and economic in circumstances of changes effects the adverse to susceptible more is somewhat rated “A+” Most rating categories are denoted by the subcategories “high” “high” subcategories the by denoted are categories rating Most fifth the is Pfd-2 of rating shares preferred Corporation’s The commitments. Every DBRS rating is based on quantitative and qualitative considerations relevant to the borrowing entity. entity. borrowing the to relevant considerations qualitative and quantitative on based is rating DBRS Every commitments. Rating category. the middle of the in is rating the indicates (high) A rating is DBRS issuer Financial’s Power debt. long-term DBRS by used ratings twenty-six of highest substantia is obligations financial of payment the for capacity The manageable. considered are factors negative qualifying but events, to future vulnerable be may category this in Entities in Canada. PowerFinancial’s preferredshares rating ofPfd-2 (hig the of an indication to give meant is and market securities Canadian in the used is scale rating share preferred DBRS The in obligations full its fulfill not will borrower a risk that on ratings issuer assigns typically DBRS the outlook for the rating in question, with rating trends falling trends rating with question, in rating the for outlook the operates. entity of rating debentures Corporation’s The is A. rating DBRS issuer The rating trend indicates the direction in the direction indicates trend The rating the of evaluation an on primarily based is view DBRS the In general, addressed. are challenges unless cases, some or in th of consideration include also may but itself, entity issuing preferred shares in Canada. Preferred shares with a Pfd-2(high) or with a Pfd-2(high) shares Preferred in Canada. shares preferred substantia is still principal and dividends “A” category. in the are rated bonds senior whose with companies corresponds rating a Pfd-2 Generally, companies. rated Item 9 – Ratings 4 n 3 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL l commitment on the obligation 2020 > respect to a specific preferred share share preferred a specific to respect
with global rating criteria) in terms of rating symbols that that symbols of rating terms in criteria) rating global with ng scale. Correspondingly, an A- rating is the fifth highest highest fifth is the rating an A- Correspondingly, ng scale. ting scale. A P-1 (Low) rating is the third highest of eightee highest third is the rating (Low) A P-1 ting scale. er of years. An S&P preferred share rating on the Canadian Canadian the on rating share preferred S&P An of years. er s and economic conditions than obligations in higher-rated higher-rated in obligations than conditions economic and s capacity to meet its financia its meet to capacity dian scale rating is fully determined by the applicable global global applicable the by determined fully is rating scale dian rating scale. A preferred share rated “A-” is somewhat more more is somewhat “A-” rated share A preferred scale. rating gned on the Canadian preferred share scale and the various various and the scale share preferred Canadian the on gned d shares issued by other issuers in the Canadian market. There There market. Canadian the in issuers other by issued shares d associatedwith the determinationof ratingsthe on Canadian nancial commitments on the obligation is still strong. strong. is still obligation on the commitments nancial POWERCORPORATION OF CANADA the creditworthiness with of an obligor the creditworthiness
scale rating, and there are no additional analytical criteria criteria analytical additional no are there and rating, scale share preferred Global its in S&P by rati share preferred national Canadian its in S&P by used ratings used ratings twenty of in circumstance of changes effects adverse the to susceptible to its fi meet capacity obligor’s the however, categories; The Corporation’s and Power Financial’s preferred shares’ rating of P-1 (Low) on S&P’s Canadian national preferred share share preferred national Canadian S&P’s on (Low) of P-1 rating shares’ preferred Financial’s Power and Corporation’s The ra share preferred Global on S&P’s to A- corresponds scale rating rating levels on the global debt rating scale of S&P. The Cana The S&P. of scale rating debt global on the levels rating the on and scale rating global the both on ratings share preferred issuer’s an present to of S&P practice is the It scale. issuer. a particular for ratings the listing when scale national Canadian The S&P Canadian preferred share rating scale serves issuers, investors and intermediaries in the Canadian financial markets markets financial Canadian the in intermediaries and investors issuers, serves scale rating share preferred Canadian S&P The in accordance (determined ratings share preferred by expressing is still strong. is still strong. a numb over market Canadian the used in actively been have about opinion is ascale forward-looking preferre to relative market, Canadian the in issued obligation assi ratings specific the between correspondence is a direct obligor’s the however, categories; higher-rated in obligations Item 10 – Dividends
5
3 8 7 5 0 0 0 0
13 75 75 00 00 8 0 N/A 9 320 75 3 000 75 75 5 875 45 45 75 00 00 9 0 3 312 23 2 3 2000 0 2 .7 . . .475 .4 .5 . . .5765 . . . . .45 0 0 000 5 000 3012 .7 1 1 1 1 1 1 1 1 0 1 1 1 1 1 33 2 23 .5 .5 .4 . .45 . . .4
.6 0 1 1 1 1 1 1 1 1 9 8 the close of of close the 0
201 201
Date
2020 8, 9, , 2 2
1 Effective June June May 201
9 4 201
00 2 75 00 9 2 0 2 5 0 0 0 0 201 000 5 8 000 5 75 75 00 N/A 0020 0020 33 2 3 . . .4 . .45 . . .4 201 75 46 75 875 220 75 3 000 75 2 2 1 1 1 1 1 1 3 12 3 2000 2 3 312 23 2 . . . .8 . . .475 .4 .5 . . .45 .5765 12 5 1 1 1 1 1 1 1 1 1 1 1 1 0 0 .8 . .69 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 0 1 0 2020 >
4 00 00
00 00 75 000
5 000 2020 012 33 2 .79 .45 .4 . .79 . . .4
1 1 1 1 1 1 1 1 0 0 2 0 0 5 . share) 74 75 75 00
8 000 75 75 75 75 877 875 3 2020 2 3 3 3 02 3 2000 2 312 23 .9997 .5 . .475 . . .5765 . . . .4 . .45 5 1 1 1 1 1 1 0 1 1 1 1 1 1 per share) per share)
, 201 0 . .54 .48 0 9 1 0 0 20 5 8 0 .4475 per 3 0 . .4 0 0 the holders of Participating Preferred Shares and Subordinate Subordinate and Shares Preferred of Participating holders the POWERCORPORATION OF CANADA
per share to $ per per share to $ per 0
5 0 20 8 585 per share to $ per 585 .4 increase
3 3 0 . . 0 0
quarterly
(from $ (from
t (POW.PR.F)
per cen per (PWF.PR.Q) (PWF.PR.O) (PWF.PR.E) (PWF.PR.H) (POW.PR.D) (POW.PR.G) (PWF.PR.R) (POW.PR.B) (PWF.PR.A) (POW.PR.A) (POW.PR.C) (PWF.PR.K) per cent (from $ (from cent per
(PWF.PR.P) (PWF.PR.Z) (PWF.PR.F) (PWF.PR.S) .5 per cent (from $ (PWF.PR.G) (PWF.PR.T)
(PWF.PR.L)
(PWF.PR.I)
0
10 6. Series
, 2020. , 2020. [1] 986 8 Series I Series R 1 Series G
Power Power Financial DIVIDENDS DIVIDENDS
6.6 9
8
, 2020 2 1 . . 8 10 , 201 10 10 4 Preferred Shares, Series L Preferred Shares, Series A
Following the completion of the Reorganization, the Common Shares of Power Financial were delisted from the TSX effective as of as effective TSX the from delisted were Financial Power of Shares Common the Reorganization, of the completion the Following trading on February 1 February trading on
] First Preferred Shares, Series V Third Preferred Shares N/A First Preferred Shares, Series S First Preferred Shares, Series T First Preferred Shares, Series P First Preferred Shares, Series Q First Preferred Shares, First Preferred Shares, Series K First First Preferred Shares, Series O First Preferred Shares, Series F First Preferred Shares, Series H First Preferred Shares, First Preferred Series A Shares, First Preferred Shares, Series D First Preferred Shares, Series E (in dollars) dollars) (in Common Shares (PWF) March 1 March Date of Announcement Date of Announcement May 11, 201 1 May Amount of the First Preferred Shares, Series D First Preferred Shares, First Preferred Shares, First First Preferred Shares, Series B First Preferred Shares, Series C (in dollars) dollars) (in SharesSubordinate Voting (POW) Participating Preferred Shares (POW.PR.E) 1
[ Item at as outstanding shares Financial’s of Power class each for years three the last over share per declared dividends cash The as follows: were 2020 31, December
The current practice of the Corporation is to pay dividends to dividends pay is to Corporation of the practice current The The table below describes the increases in the Corporation’s Subordinate Voting Shares quarterly dividends over the last last the over dividends quarterly Shares Voting Subordinate Corporation’s the in increases the describes below table The 2 June on payable dividend quarterly the with starting years, three Voting Shares on a quarterly basis. All future dividend amounts and dates are subject to approval by the Board of Directors. of Directors. Board the by approval to subject are dates and amounts dividend future All basis. a quarterly on Shares Voting The cash dividends declared per share over the last three years for each class of the Corporation’s shares outstanding at as outstanding shares Corporation’s of the class each for years three the last over share per declared dividends cash The as follows: were 2020 31, December ITEM ITEM Item
Item 10 – Dividends 6 3
ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 2020 >
the holder of Common Shares on a quarterly basis. All future future All basis. a quarterly on Shares of Common holder the by the board of directors of Power Financial. Power of directors of board the by POWERCORPORATION OF CANADA
As at the date hereof, Power beneficially owns all of the issued and outstanding Common Shares and Third Preferred Shares Shares Third Preferred and Shares Common outstanding and issued of the all owns beneficially Power hereof, date the As at Financial. of Power
dividend amounts and dates are subject to approval subject and are amounts dates dividend to dividends pay is to Financial Power of practice current The Item 11 – Market for Securities 7
3 7 2 2 2 2 2 4 9 6 6 6 0 0 0 0 0 .1 5 75 5 45 8 3 48 65 5 65 85 6 68 .2 98 98 . 5 ...... 0 . .0 5 878 First 96 9 74 74 5 4 97 898 5 4 5 , , , , 5 5 9 5 , 4 6 ,0 5 2 1 1 23. 2 23. 2 2 2 2 23. 22. 2, 23. 2 2 2 2 2, 2 110,11 Shares, Shares, 74 75 54 7 6 46 89 98 1 Series G Series 1 Preferred Preferred (POW.PR.G)
- - - 2 3 4 6 6 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 .31 75 9 8 6 .2 4 4 . 5 5 5 5 6 8 9 9 . .2 . . 0 ...... 0 986 10 First 68 959 55 30 4 3. 3. 1,1 45 1,2 1, 44 45 47 Series Series 44 44 44 4 44 4 44 44 45 45 45 45 Preferred Preferred (POW.PR.F) Shares, 1 Shares,
7 7 7 7 2 2 4 4 8 8 6 6 0 0 0 0 0 .1 4 4 2 75 54 9 78 6 49 .01 48 65 95 7 69 .3 2 . .0 4 4 5 679 First ,2 , 5 ,2 54 8 4 , ,03 ,32 , 1 4 ,00 21. 21. 1 2 21. 22. 23.2 23. 22. 22. 9 22.2 2 23. 23. 4 5 3, 22.0 20. 2 3 Shares, Shares, 65 98 65 6 89 97 12 Series D Series 1 23 1 Preferred Preferred ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL (POW.PR.D)
2020 2 2 2 3 3 5 8 8 9 9 6 6 6 8 0 0 0 0 1 .1 7 2 5 .01 .1 8 2 6 64 48 49 94 55 59 85 9 8 . . 0 6 9 ...... > . . .3 .0 . ,12 8 7 5 ,
7 4 5 945 First ,2 , 7 5 ,3 4 4 4 5 9 5 4 5 4 5 ,03 5 5 , 1 2 1, 2 2 2 2 2 23. 2 2 2 2 2 2 2 2 2 77 8 20. 5 97 1 85 Shares, Shares, 98 66 47 122, Series C Series 10 Preferred Preferred (POW.PR.C)
1 1 7 2 7 2 2 3 3 4 4 5 9 9 6 0 0 0 0 7 01 .1 .1 74 4 75 5 5 6 6 49 8 4 48 65 89 .3 .2 . 5 . .2 .2 . .0 89 4 5 5 , 878 First ,2 5 4 ,2 4 5 5 98 ,02 4 9 , ,0 22. 5 2 1,2 1 21. 2 4 1 23. 22. 2 23. 2 22. 22. 2 2 23. 6 2 6 0, 2 5 11 67 Shares, Shares, 133, 11 9 95 59 Series B Series 10 Preferred Preferred (POW.PR.B) e and volume traded for each of these classes of securities securities of classes these of each for traded volume e and
1 7 7 7 2 2 2 2 2 3 5 9 6 6 8 0 0 0 0 0 .11 3 44 5 5 6 8 94 65 89 69 7 .3 .2 . . . . 9 8 . . 5 . . .0 .3 .0 . 85 ,13 , 9 First 5 5 4 999 , 96 5 4 5 ,3 2 4 4 6 4 5 5 , 4 , ,03 ,03 4 ,0 1 2 2 2 2 2 23. 2 2 23.0 2 2 2 2 2 2 20.0 56 58 Shares, Shares, 46 45 67 56 1 86 88 46 Series A Series Preferred Preferred (POW.PR.A) POWERCORPORATION OF CANADA
------5 5 5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 75 45 4 . 5 5 9 8 8 9 9 8 . 0 10 10 4 84 85 20 4 4 32.1 32.1 31. 31. 31. 31. 3 33.2 3,3 3 32. 30. 30. 30. 30.0 Shares Shares
Preferred Preferred (POW.PR.E) Participating
1 1 1 7 7 7 7 7 2 2 2 5 4 6 0 0 0 4 9 .13 .13 74 4 . 4 4 8 4 54 79 65 .23 . . .33 5 . . 8 . . 97 5 5 4 755 84 799 4 7 7 , 6 9 , 8 ,30 69 7 9 , 1 22. 2 3, 3 2 1 1 23.3 2 2 2 4 23.0 5 2 0,3 23. (POW) 23,1 6 23,22 2 03, 8 67 5 , ,3 9 579 ,1 8 ,23 9 , , , 8 2, 5 7 1,3 4 57 2 9 5 3 68 49 Subordinate Subordinate Voting Shares Shares Voting Power MARKET FOR SECURITIES SECURITIES MARKET FOR
1 11 . 11 Intraday High ($) Intraday Low ($) Volume Intraday High ($) Intraday Low ($) Volume Intraday Low ($) Volume Intraday High ($) Intraday Low ($) Volume Intraday High ($) Intraday Low ($) 3 Volume Intraday High ($) 23.2 Intraday High ($) Intraday Low ($) Volume Intraday Low ($) Volume Intraday High ($) Intraday Low ($) Volume 30. Intraday High ($) Intraday Low ($) 2 Volume Intraday High ($) 3 32. September 2020 August 2020 July 2020 June 2020 May 2020 2020 May April 2020 March 2020 2020 March February 2020 February January 2020 2020 January
of Power on the TSX on a monthly basis for each month of the year ended December 31, 2020. 2020. 31, December ended year the of month each for basis a monthly on TSX the on of Power The following table provides information regarding the price rang price the regarding information provides table following The ITEM ITEM Item
Item 11 – Market for Securities
8
3 7 2 2 4 3 7 2 3 1 5 9 11 0 0 0 6 .2 0 30 02 23 76 01 0 13 22 1 8
5 . 6 .2 .55 .8 . .6 . . .5 . , .0 . . First First 4 5 5 0 5 5 ,20 5 5 5. 7.8 2 2 2, 2 2 2 46 2 8,9 23 22 23 1 20 1 21 20 23 23 Shares, Shares, Shares, Shares, 7 45 Series K K Series Series G Series 94,7 67,4 57, Preferred Preferred Preferred Preferred 2 486,576 12 1 (PWF.PR.K) (POW.PR.G)
1 4 5 5 0 1 0 0 0 0 0 0 0 57 95 3 0 30 11 2
.98 45 54 . . 9 First 0 0 0 . 3 1 030 986 ,75 , , 3.01 3.1 3.1 4.9 4. 5.5 5. 5. 5. 5. 9.69 4.9 1 First 5 9 4 4 4 2 2 9, 2 2 2 2 2 2 2 1 2 21 45 45 Series Series Series I I Series Shares, Shares, 46 5 01 7 95,759 Preferred Preferred 2 5 21 3 (PWF.PR.I) Preferred Preferred (POW.PR.F) Shares, 1 Shares,
1 2 8 0 3 0 2 7 2 2 2 0 0 0 .21 4 6 6 .1 30 1 30 00
.2 . 3 . .88 .5 .75 .2 5 First 5 978 First 4 5 5 4 , 4 , ,54 ,964 5.84 5.4 5.69 5.4 5.5 7. 4. 2 2 2 2 2 3,3 2 9 1 7,7 23 23 2 2 2 2 2 1 2 20 Shares, Shares, Shares, Shares, 6 56 Series H H Series 56,96 4 59,4 3 Series D Series 1 21 Preferred Preferred Preferred Preferred 102 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL (PWF.PR.H) (POW.PR.D)
9 9 8 8 5 2020 2 5 8 9 6 6 0 1 2 0 1 03
.75 .47 74 7 84 7 . .2 .2 First .3 . > . 11 ,546 , ,9 4.68 5.57 5. 5.56 5. 5.44 8. 4.78
84 First 49 5 5 5 5 5 , 5 0 0 2 23 2 2 2 2 2 1 2 21 2 2,3 2 2 2 2 2 Shares, Shares, Series F F Series 111, 4 Shares, Shares, 74 78,4 6 7 64,877 Series C Series Preferred Preferred 1 133 2 2 Preferred Preferred (PWF.PR.G) (POW.PR.C)
1 1 4 8 2 0 2 2 0 9 74 66 23 10 21 13 22 10
54 9 9 48 95 . . .45 ...... 0 First ,3 First 33 3 01 598 5 4 4 5 5 4 , 4.78 4. 4.7 4. 4.68 6. 8.9 , 9 , 2 2 2 2 2 2 4 5, 6,89 1 22 21 2 2 2 2 2 1 22 1 Shares, Shares, 84 Shares, Shares, Series E E Series 3 4 75, 94,4 49 Series B Series Preferred Preferred Preferred Preferred 12 12 (PWF.PR.F) (POW.PR.B) e and volume traded for each of these classes of securities securities of classes of these each for traded volume e and
4 6 8 4 5 9 1 0 0 4 0 0 0 0 .1 .1 4 59 2 9 . . 85 22 2 0 1 3 2 01
.2 . . . . . 5 5 First 499 488 First 6 5 , 5 5 3 5 2 ,444 ,866 5. 4.9 5. 4.9 5. 6.6 2 2 2 3, 2 2, 6 2 5, 3 2 23 22 2 2 2 2 2 1 23 20 Shares, Shares, Shares, Shares, 7 5 3 Series A Series Series D Series 5 7 57,566 64,666 Preferred Preferred Preferred Preferred 22 (PWF.PR.E) (POW.PR.A) POWERCORPORATION OF CANADA
- - - 5 5 0 0 0 1 8 4 7 5 6 0 65 .0 2 2 2 68 1 23 2 10 13
. . .59 . . 55 First 5 31. 1 32.2 32.2 ,99 ,9 6.8 9.55 8. 9.75 8.88 2, 1,00 3 Shares Shares 4,4 1 13 12 12 11 12 Shares, Shares, Series A A Series 55,7 3 7 68, Preferred Preferred Preferred Preferred 113 1 (POW.PR.E) (PWF.PR.A) Participating
1 ------7 7 4 6 9 0 0 [1] 3 2 5 . .1 5 95 4 8 . . 20 12
,1 7 5 .9 4 ,20 ,3 8 2 2 6 030 30.1 ,6 , 5.6 6.89 4. 2 30.3 4 2 (POW) 3 Shares Shares 1 1 3 33 3 3 (PWF) 0 5 479 7 , 6 , 3, Common 2 4 4 59 3 5,79 8, Subordinate Subordinate Voting Shares Shares Voting 1 1 Power Financial
2 . 11 Intraday Low ($) Volume Intraday High ($) Intraday Low ($) Volume Intraday High ($) Volume Volume Intraday High ($) Intraday Low ($) Volume Intraday High ($) Intraday Low ($) Volume Intraday High ($) Intraday Low ($) Intraday Low ($) Volume Intraday High ($) Intraday Low ($) Volume Intraday High ($) Intraday Low ($) Volume Intraday High ($) May 2020 2020 May April 2020 March 2020 2020 March February 2020 February January 2020 2020 January
December 2020 2020 December November 2020 October 2020
of Power Financial on the TSX on a monthly basis for each month of the year ended December 31, 2020. Currently there there Currently 2020. 31, December ended year the of month each for basis a monthly on TSX the on Financial of Power Series U. Shares, Preferred First outstanding no are Item rang price the regarding information provides table following The
Item 11 – Market for Securities
9
3 5 2 2 2 7 9 7 7 54 11 2 84 5 33 01 30 03 00 02 21 1 1 0 0
.86 .64 . . .79 . . .49 . First First 0 2 3 , ,659 ,7 ,78 ,45 5. 4.48 4. 4.47 4. 4.55 4. 4.69 4. 1 8, 2 3 2 2 2 23 2 23 22 21 21 21 23 21 2 23 2 2 2 2 Shares, Shares, Shares, Shares, Series V Series Series K K Series 4 78,8 6 58, 74,4 7 Preferred Preferred Preferred Preferred 200 131 1 1 12 (PWF.PR.Z) (PWF.PR.K) the close of of close the
5 3 0 9 5 8 5 5 0 1 0 68 67 10 2 2 22 2 1 1 33 01
First First 2 0 002 ,9 ,995 , ,96 ,7 8. 7.47 5. 5.7 5. 5.64 5. 5.77 5.5 8.54 7.98 5. 4.46 5. 4.75 5. 5. 5.55 0 2 1 1 1 2 2 2 2 2 2 2 1 1 2 2 2 2 2 2 2 Series I I Series Shares, Shares, Shares, Shares, Series T Series 7 47, 96,666 8 77, 89,96 8 Preferred Preferred Preferred Preferred 1 1 1 233 110 1 (PWF.PR.I) (PWF.PR.T)
0 8 9 8 2 5 7 6 9 2 0 0 3 03 2 4 10 21 2 33 0 23 0 2 00
. . . .56 .8 First First 110 03 0 ,5 ,4 5. 5.67 5. 5.59 5. 5.6 5. 4.65 4.64 4. 5. 4.64 5.6 4,5 2 5, 5, 0 23 22 2 2 2 2 2 2 2 23 22 2 23 2 2 2 2 2 Shares, Shares, Shares, Shares, Series S Series Series H H Series 64,876 4 3 3 54,444 44, 9 Preferred Preferred Preferred Preferred 666,98 13 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL (PWF.PR.S) (PWF.PR.H)
0 0 3 2 5 7 5 0 5 8 0 2 1 2020 46 45 7 0 1 2 30 33 31 3 10 2 00
First First > 013 2 2 2 , ,96 ,759 , 5.5 5. 5. 5.74 5. 5.89 5. 5.6 5. 5. 4.9 4.97 4. 5. 4.6 5. 5. 5.48
6,555 3 7,84 1 2 4,56 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 Shares, Shares, Shares, Shares, Series F F Series Series R Series 6 94, 89, 3 9 9 3 Preferred Preferred Preferred Preferred 101 11 (PWF.PR.R) (PWF.PR.G)
6 1 8 8 0 8 1 2 4 0 1 00 95 47 46 65 00 32 3 3 10 00 3 22 01 1
.85 .5 .7 . . .98 . .7 First First 20 3 1 2 000 1 ,9 , , ,99 4. 5.46 4.76 5. 4.9 5. 5. 4. 4.5 5. 0 2 8, 6, 4, 9, 1 2 13 12 2 2 2 2 2 2 2 1 13 23 22 22 22 2 22 2 Shares, Shares, Shares, Shares, Series E E Series Series Q Q Series 5 5 3 6 96,6 6 Preferred Preferred Preferred Preferred 1 12 13 33 1 (PWF.PR.F) (PWF.PR.Q)
2 8 3 3 1 9 4 8 9 4 8 3 2 7 5 96 8 0 2 3 00 2 2 22 1 1
.78 . .95 . .9 . . .68 First First 22 3 1 01 132 ,45 , 4.9 5.48 4.88 5.46 5. 5.57 5. 4. 5. 5. 8, 3 8, 1 13 12 2 2 2 2 2 2 2 13 13 23 23 2 23 2 23 2 Shares, Shares, Shares, Shares, Series P Series Series D Series 45, 58, 57,597 54,46 9 2 6 57,76 Preferred Preferred Preferred Preferred 1 1 12 (PWF.PR.P) (PWF.PR.E) POWERCORPORATION OF CANADA
5 7 5 0 3 5 3 6 5 2 0 0 0 0 0 87 94 3 1 0 22 32
. .65 . . .49 .4 .75 First First 2 23 03 33 2 , ,659 ,56 ,55 5.8 5.5 5.7 5.4 9.8 9. 9. 9.66 9.77 8.89 8.6 4, 1 1 9, 1 2 2 2 2 2 10 11 10 10 10 10 10 Shares, Shares, Shares, Shares, Series A A Series Series O Series 3 78, 6 65, 8 47,649 3 4 7 Preferred Preferred Preferred Preferred (PWF.PR.A) (PWF.PR.O)
------[1] 8 1 7 4 7 03 0 1 3
.5 . 22 4. 4. Shares Shares 4,5 2 23 2 23 (PWF) Shares, Shares, Series L L Series 89, Preferred Preferred Common 30 (PWF.PR.L)
First , 2020. , 2020. 8 Following the completion of the Reorganization, the Common Shares of Power Financial were delisted from the TSX effective as of as effective TSX the from delisted were Financial Power of Shares Common the Reorganization, of the completion the Following 1 February trading on Intraday High ($) Intraday Low ($) Volume Intraday High ($) Intraday Low ($) Volume Volume Volume Intraday High ($) Intraday Low ($) Volume Intraday High ($) Intraday Low ($) Volume Intraday High ($) Intraday Low ($) Intraday High ($) Intraday Low ($) Volume Intraday Low ($) Volume Intraday High ($) Intraday Low ($) Volume Intraday High ($) Intraday Low ($) Volume Intraday High ($)
] February 2020 February January 2020 2020 January December 2020 2020 December November 2020 October 2020 September 2020 August 2020 July 2020 June 2020
1
[
Item 11 – Market for Securities
0
2 8 6 3 7 4 0 7 3 6 5 3 1 9 5 0 7 2 1 02 01 3 22 1 11 1 02 13 00 2 3 .87 . . .7 .9 . . .88 First 00 010 3 , , , ,557 ,6 ,79 5. 4. 5.48 4.96 5. 4.94 5.7 5. 4. 6. 9. 4. 9,958 3 2 3 3 2 2 2 2 2 2 2 2 2 2 1 21 1 22 21 22 21 23 22 2 22 Shares, Shares, Series V Series 65,58 55,7 5 6 4 5 8 67,9 Preferred Preferred 13 2 1 1 2 2 213 (PWF.PR.Z)
3 3 3 8 0 5 7 9 0 0 0 2 0 9 30 01 1 0 13 3 03 2 .55 .95 . . First 21 000 ,9 ,499 ,99 ,7 8.96 7.66 4. 6.5 4.4 6.99 5.8 7. 6. 7. 6.45 7.9 6.87 7.74 4.5 5.75 1 3 4,45 2 1 1 1 1 1 1 1 1 1 1 1 1 1 1 10 13 12 1 13 1 Shares, Shares, Series T Series 6 68,659 8 64, 96,77 4 48, 56,45 Preferred Preferred 1 1 2 1 11 2 213 (PWF.PR.T)
2 7 1 0 4 6 0 3 5 0 9 0 9 0 0 99 7 0 21 11 0 2 30 30 3 3 2 .75 . .9 .47 .8 .67 . . . .7 . .69 .49 First 1 2 ,798 ,574 ,86 4.78 4. 4. 4.8 4.67 6.6 9.7 0 8,6 9, 9,564 0 0 2 2 20 21 20 22 20 23 22 2 23 2 23 22 1 20 1 20 1 21 Shares, Shares, Series S Series 6 77, 64,5 7 9 74,69 85,6 Preferred Preferred 22 12 20 1 1 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 4 (PWF.PR.S)
5 4 1 5 5 5 4 6 0 1 0 0 5 0 2020 65 0 2 2 30 20 1 0 33 11 1 .4 .45 . .47 .5 First > 3 30 12 ,454 ,5 ,99 5.48 5. 4. 5. 4. 5.6 4.96 5.6 5. 5.4 5. 5. 6.48 9.96 4.
9, 7,854 0 1 2 2 23 2 23 2 2 2 2 2 2 2 2 2 1 23 1 23 22 2 Shares, Shares, Series R Series 74,977 87, 56,489 64,594 7 46, 9 Preferred Preferred 120 20 10 1 1 (PWF.PR.R)
0 1 5 5 5 0 5 0 30 2 00 20 0 0 00 30 33 0 01 00 .75 .84 . . .84 . .47 . .5 . First 100 213 323 ,48 ,65 , ,4 ,577 8.99 8. 9. 9.7 9.85 7. 8.55 9.99 9. 9.95 3 3 8,8 9,9 0 0 11 10 10 10 10 10 11 10 12 10 Shares, Shares, Series Q Q Series 4 5 75, 56, 1 75,658 22 1 9 8 Preferred Preferred (PWF.PR.Q)
0 2 1 2 8 8 4 0 1 8 55 79 7 0 3 2 13 13 32 2 22 20 33 . . .95 .78 . . .65 . .7 .4 .64 .68 . . First 2 3 302 2 , , , ,64 9. 8.45 9.78 7. 8. 8.95 6,94 5, 0 3 12 11 10 10 11 10 10 10 11 10 12 10 10 10 Shares, Shares, Series P Series 75,95 0 94,454 8 54,459 9 Preferred Preferred 448,977 1 133 7 333 1 12 (PWF.PR.P) POWERCORPORATION OF CANADA
9 2 9 3 1 0 0 0 4 1 7 5 9 1 0 5 0 0 4 4 03 5 30 3 22 20 1 0 3 1 .5 .76 First 10 1 0 1 ,76 ,58 , ,75 5.5 5. 5.6 5.45 5. 4.78 5.57 5. 5.58 5. 4. 4.75 4. 4.8 4. 5.49 7.55 4. 8, 1 9, 7,5 2 2 2 2 2 2 2 2 2 2 2 2 23 2 2 2 2 2 1 2 20 Shares, Shares, Series O Series 49,8 67, 7 2 2 31 4 48,468 Preferred Preferred 3 2 112 12 (PWF.PR.O)
4 1 6 3 0 2 9 0 3 4 5 5 0 0 23 3 44 1 10 3 00 3 2 00 21 .76 .6 .9 . .78 .85 .86 . .66 .45 .58 0 11 ,4 5. 4.7 4.88 5.6 , 5. 4.86 5. 4.6 8.4 0 7, 2 2 2 23 21 20 22 21 23 1 7,47 2 2 23 22 2 2 22 21 21 1 Shares, Shares, Series L L Series 0 58,44 76,8 96,6 76,486 68,8 Preferred Preferred 1 2 11 313 (PWF.PR.L)
First ($) ($)
Volume Volume Intraday High ($) Intraday Low ($) Volume 64,9 Intraday High Intraday Low ($) Intraday High ($) Intraday Low ($) Volume Volume Volume Intraday High ($) Intraday Low ($) Volume Intraday High ($) Intraday Low ($) 4 Volume Intraday High ($) Intraday Low ($) Intraday High ($) Intraday Low ($) Volume Intraday Low ($) Volume Intraday High ($) Intraday Low ($) 6 Volume Intraday High ($) Intraday Low ($) Volume Intraday High ($) December 2020 2020 December November 2020 October 2020 September 2020 August 2020 July 2020 June 2020 May 2020 2020 May April 2020 March 2020 2020 March
Item 12 – Directors and Officers
1
[1]
(Chair)
rporation on on rporation (Chair),
Chief Executive Chief Executive RP&CR AUDIT G&N HR G&N AUDIT RP&CR (Chair) HR, G&N G&N, RP&CR AUDIT AUDIT Committee Membership AUDIT, HR G&N (Chair)
[2] [2]
ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 4
f Group
Interest Rate Rate Interest
2020 >
and Head of Sales and
, 2020. They continue to serve as Chairman and Deputy and Deputy as continue, to serve Chairman 2020. They . 8 Previously held position(s) held Previously Vice-Chairman o Wittington Investments, Limited, the principal holding company of the Weston-Loblaw n/a Partner Distribution for Products and Mortgages at Goldman Sachs n/a n/a n/a n/a n/a (in the past five years) past five the (in Executive Chairman of Bombardier Inc. n/a President and Co-Chief Executive Officer of the Corporation and Executive Co- Chairman of Power Financial Co-Chief Executive Officer of the Corporation and Executive Co- Chairman of Power Financial Canada’s to Ambassador the United States 8
6
y
a
Human Resources Committee; G&N = Governance and Nominating Nominating and G&N = Governance Committee; Resources Human
7
publishing
Advisor 201 ion and of Power Financial. Mr. R. Jeffrey Orr, President and and Orr, President R. Jeffrey Mr. Financial. of Power and ion
André Desmarais retired as Co-Chief Executive Officers of the Co of the Officers Executive as Co-Chief retired Desmarais André
utive Officer of the Corporation on February 13, 2020. 2020. 13, February on of the Corporation Officer utive July
[2]
POWERCORPORATION OF CANADA
since
sel at Blake, Cassels
board of
7 6
201
Corporation
the
Graydon LLP
f Current Principal Current o Company Director & Company Director and Sachs since to Goldman Director 201 August Transcontinental Inc., a leader in flexible packaging in North America and Canada’s largest printer and a leader in school textbook Company Director since May 201 Chairman of the Corporation Dentons Canada LLP since August Chairman and Chief Executive Officer of Sumarria an Inc., investment management company Occupation world leading manufacturer of business jets Company Director
] Chairman of Bombardier Inc., Chair of the Presidentand Chief Executive Officer 4
Senior Business Advisor at Deputy Chairman of the Corporation
[ 5 5 6 4 6
988 988 2020 Company Director 2020 Company
May May 2013 Senior Coun 2010 May May 1 May 201 May May 200 May May 200 May Director May 201 May May 2020 201 May May 1 May May 2001 May 2011 May since since
[3]
f
Directors DIRECTORS AND OFFICERS
1 . 12 12 Committee Membership acronyms: AUDIT = Audit Committee; HR= As part of the Reorganization, Messrs. Paul Desmarais, Jr. and and Jr. Desmarais, Paul Messrs. Review Committee. and Conduct RP&CR = Related Party Committee; Reorganization, the of part As 201 March 23, on Corporation the of Director Lead appointed wasMr. also Graham 2013. 2011 to May from May the Corporation of as a Director served Ryan also Mr. February 13,February 2020 and Co-Chairmen as on Executive of Power Financial March 1 Corporat of the of directors of the board respectively, Chairman, Exec andPresident Chief became Financial, of Power Officer America America
f ] ] ] Florida, United States o Siim A. Vanaselja Ontario, Canada R. Jeffrey Orr Jr. Ryan, T. Timothy Christian Noyer Paris, France Isabelle Marcoux Québec, Canada Paula B. Madof New York, United States of America J. David A. Jackson A. Jackson J. David Ontario, Canada Anthony R. Graham Ontario, Canada Gary A. Doer A. Doer Gary Manitoba, Canada Paul Desmarais, Jr. Québec, Canada André Desmarais Québec, Canada Marcel R. Coutu Canada Alberta, Name and Province/State Name and Pierre Beaudoin Québec, Canada Québec, Canada and Country of Residence of Residence Country and 1 2 3
[ [ [ [4] The following table sets forth the full name, province or state and country of residence, current principal occupation and, and, occupation principal current of residence, country and state or province name, full the forth sets table following The Corporation. the of Director current each for years five last the in occupation previous applicable, if ITEM ITEM Item
Item 12 – Directors and Officers
2
y from from from
until until from from
; previously, , 2020,to hold [2] 5 ; previously, ; previously, previously, Vice- previously, ; ; previously, Vice- [2] [2] [2] [2] La Presse, Ltée
Holding
at
[2] PowerFinancial PowerFinancial
to March 2020 March to
Finances ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 4 6
to March 2020 to March 2020 [2] [2] 7 7 2020 Partner at McKinsey & Compan at McKinsey Partner
>
University
2020 Financial Financial
Vice-President of Vice-Chairman ofPower Financial Financial of Power Senior Vice-President Previously held position(s) held Previously n/a January 2020 to March 2020 Associate n/a n/a n/a Executive Vice-President of Power Financial of Power Vice-President Executive 2020 March until Financial of Power Senior Vice-President 201 January Financial of Power Senior Vice-President 201 January and of of the Corporation President Power September 201 Vice-President, January 2020 to March 2020 Vice-President of (in the past five years) past five the (in Pargesa ofVice-Chairman March Vice-Chairman ofPower Financial March 2020 n/a President of the Corporation and of of the Corporation President Power Director, Strategy at theCorporation and Financial Power fellow at theBrookfield Institutefor and Entrepreneurship, Innovation Ryerson
y
y
since
and and
respectivel
, 8 , respectivel
9
9 POWERCORPORATION OF CANADA of Power Sustainable Sustainable Power of
Corporation 6
and Chairman and Chief Chief and Chairman and
7 7 andPartner, President and May 201 and 6 Chief Executive Officer of Executive Officer Chief 8
[1]
2001
Vice-President of the Vice-President of the Corporation since Corporation of the Vice-President President and Chief Executive Officer of the of Chief Executive Officer and President Senior Vice-President of the Corporation of the Senior Vice-President Vice-President, General Counsel General Vice-President, Senior Vice-President of the Corporation of the Senior Vice-President Executive Vice-President and Vice-President Executive Vice-Chairmanthe of Corporation since June 2020 and May 201 and May 2020 June since January 2020 since Corporation of the Vice-President January 2020 Corporation of the Secretary and of the Controller and Vice-President Corporation Chairman and Chairman 201 Holdings since July Sagard Corporation of the Senior Vice-President 201 January since 201 September since since Corporation of the Vice-President September 201 Officer Financial Chief Vice-Chairmanthe of Corporation May 2020 Corporation of the Officer Financial Chief Corporation of the Vice-President Executive 201 January since since Sustainable of Power Officer Executive 201 December Current Principal Current Corporation the Corporation of Europe Vice-Chairman, since May 2020 and Founding Partnerof since SagardPrivate Equity Europe October Occupation
[3]
Executive and other officers and other officers Executive
2 . 12 Québec, Canada Yuhong Liu (Henry) Québec, Canada Stéphane Lemay Vasseur Le Denis Mei Dong Canada Ontario, Hugo Breton Hugo Québec, Canada Québec, Canada Arnaud Bellens Paul C. Genest Québec, Canada Paul Desmarais III Desmarais Paul Claude Généreux Claude Québec, Canada Desmarais Olivier Gregory D. Tretiak D. Gregory Amaury de Seze Belgium Brussels, Michel Plessis-Bélair Michel Jocelyn Lefebvre Jocelyn Kingdom United London, Name and Province/State Name and Orr R. Jeffrey Québec, Canada Ontario, Canada Canada Ontario, Québec, Canada Québec, Canada Québec, Canada and Country of Residence Québec, Canada
office until the close of the next annual meeting of shareholders. shareholders. of meeting annual the next of close the until office Item and, occupation principal current of residence, country and state or province name, full the forth sets table following The Corporation. the of officers other and executive current each for five years last the in occupation previous if applicable, 1 May on held of Shareholders Meeting at the Annual Directors as elected were above listed All Directors Item 12 – Directors and Officers
3 of the
7
e benefit of its its of e benefit from until from until tor and officer of officer tor and
; previously, [2] al, became President President became al, ; previously, Senior Senior ; previously, ons under Chapter under ons [2] the Canada Pension Canada the
reet GlobalAdvisors
PowerFinancial PowerFinancial PowerFinancial PowerFinancial
to March 2020 March to
ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 4 6
[2] [2] 2020 Financial toMarch 2020 >
7 2020 2020
Power
Previously held position(s) held Previously Managing Director at Director Managing (in the past five years) past five the (in Vice-President of 201 September Equities Fundamental Vice-President, St at State Investing Vice-President of March Vice-President of May 201 and of Advisor Corporation the of Vice-President of March n/a Plan Investment Board
, 7 Power Financial decided to reduce the number of officers of of of officers number the to reduce decided Financial Power
.
in order to effect a liquidation of IntegraMed’s assets for th IntegraMed’s assets of a liquidation to effect in order 9
, 201 6 and May 201 May and 9 6
ffrey Orr, President and Chief Executive Officer of Power Financi of Power Officer Executive and Chief President Orr, ffrey s affiliates (collectively, “IntegraMed”) filed voluntary petiti “IntegraMed”) (collectively, s affiliates POWERCORPORATION OF CANADA President of President Sagard Investment Chief
, respectively, and Vice- 7 and Partner, Head of Pacific, and Partner,
6 6
since March 201 March since
201
7 and 201 and May 6 Vice-President of the Corporation Vice-President of the Vice-President and Head of Corporate of Head and Vice-President Managing Partner and Partner Managing Holdings since January 201 January since Holdings of the and Vice-President respectively, Corporation November Officer of Holdings since Sagard 201 Vice-President of the Corporation since Corporation the of Vice-President 201 September 2020 June since Sustainable of Power Corporation the of Finance since Corporation of the Vice-President May 201 and Partner Managing since Corporation the of President November Current Principal Current Occupation . 4 to 9
[3]
, 2020, following the Reorganization, the board of directors of directors the board of Reorganization, the 2020, following , 8
creditors. Mr. Robinson was a director and officer of IntegraMed on May 20, 2020. Mr. Paul Desmarais III was previously a direc a previously was III Desmarais Paul Mr. 2020. 20, May on IntegraMed of officer and director a was Robinson Mr. creditors. IntegraMed, having resigned from all such positions by August Bankruptcy Code (United States) in the Delaware Bankruptcy Court Court Bankruptcy Delaware the in States) (United Code Bankruptcy Power Financial from 1 from Financial Power and Chief Executive Officer of the Corporation. of the Corporation. Officer Executive and Chief On1 March On February 13, 2020, as part of the Reorganization, Mr. R. Je Mr. Reorganization, of the part as 2020, 13, February On
] ] United States of America of America States United Adam Vigna Samuel Robinson Samuel Pennsylvania, Luc Reny Luc Pierre Piché Pierre Québec, Canada Richard Pan Richard Name and Province/State Name and Eoin Ó hÓgáin Québec, Canada Québec, Canada Québec, Canada Ontario, Canada Canada Ontario, andCountry of Residence 2 1
[3] [3] of it certain and Inc. America, IntegraMed 2020, 20, May On [
[
Item 13 – Voting Securities ctly, ctly,
6 is and .12 5 0.10 0.0 re is no such such no re is irectly owned owned irectly dministrators. dministrators. marais, Jr. and and marais, Jr. iduary Trust are are Trust iduary been included in
4 9 00 ,02 6 , 1,02 5 ecutive officers of Power as as of Power ecutive officers 44 3 56 2 8 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 44 31, Number of shares Number of shares Percentage 2020 >
,000,000 Subordinate Voting Shares or André Voting Desmarais or or Shares ,000,000 Subordinate 5 by Pansolo have not been included in the table. table. in the included been have not by Pansolo ,000,000 Subordinate Voting Shares of Power, for which control control which for of Power, Shares Voting Subordinate ,000,000 9 class of voting securities of Power and its subsidiaries subsidiaries its and of Power securities voting of class ,000,000 SubordinateVoting Shares ofPower, respectively, as discussed 4 directly, by all Directors and ex all Directors by directly, er, may make such decisions. Paul Desmarais, Jr., André Desmara André Desmarais, Jr., decisions.such Paul may make er, duary Trust, excluding Sophie Desmarais, provided that, if the provided that, Sophie Desmarais, Trust, excluding duary over Pansolo which, as at December 31, 2020, directly and ind and directly 31, 2020, as at December Pansolo which, over es of Power are determined (subject to the rights of Paul Des (subject of Power are determined es Plessis-Bélair and Guy Fortin. The trustees also act as voting a voting as act also The trustees Fortin. and Guy Plessis-Bélair le Paul G. Desmarais. The trustees of the Desmarais Family Res Family Desmarais of the The trustees G. Desmarais. le Paul POWERCORPORATION OF CANADA ,000,000 and 1 5 .0 per cent of the voting shares of Lifeco and IGMFinancial, respectively.The Desmarais Family Residuary percent of thevotes attached tothe votingsecurities of Power. As atDecember 31,2020, Power beneficially 8 66 0. 5 ,000,000 Subordinate Voting Shares, securities controlled securities Shares, Voting Subordinate ,000,000 4 .0 per cent and cent .0 per 65 VOTING SECURITIES SECURITIES VOTING
, as at December 31, 2020, was: 13 [1] Securities directly or indirectly controlled or beneficially owned by Power, Power Financial, Lifeco and IGM Financial have not have IGM Financial and Lifeco Financial, Power by Power, owned or beneficially controlled or indirectly directly Securities the table. The Desmarais Family Residuary Trust exercises control control exercises Trust Residuary Family Desmarais The table. the carrying of Power shares voting indire or directly controlled, turn in which Financial, Power of Shares Common outstanding and issued of the cent per 100 owned approximately and direction is shared by Pansolo and Paul Desmarais, Jr. or his designee as to 1 is and his as and shared by Pansolo designee Paul Jr. or direction Desmarais, 1 to as designee his AndréDesmarais to direct thesale Resi Family of the Desmarais of the trustees below) by a majority or pledge of up to 1 acting togeth Desmarais, André and Jr. Desmarais, Paul majority, 2 than Other of Power. officer and/or Director each a are Plessis-Bélair Michel Decisions with respect to voting and disposition of Pansolo’s shar of Pansolo’s to voting and disposition with respect Decisions Trust is for the benefit of members of the family of The Honourab of the family of The of members for the benefit is Trust Paul Desmarais, Jr., André Desmarais, Sophie Desmarais, Michel Michel Desmarais, Sophie Desmarais, Desmarais,Paul André Jr., Common Shares Common Shares Subordinate Voting SharesSubordinate Voting
] Lifeco Lifeco IGM Financial Name Power 1 a group
[ beneficially owned, or controlledor directed, directlyor in ITEM ITEM of each securities of percentage and number aggregate The
Item 14 – Committees as 5 2-110 – . From . From 5 6 . In 200 . In 9 1 of this Annual Annual 1 of this 4 to 200 to r than for service as a as r than for service 986 years of experience in the the in experience of years 5 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 45 l, Lifeco and Canada Life. He is also also is He Life. Canada and Lifeco l, 2020 >
g, on Moody’s Council of Chief Financial Financial Chief of Council Moody’s on g, ing, mining, and oil and gas exploration exploration oil and gas mining, and ing, KPMG Canada in Toronto. Mr. Vanaselja is a Vanaselja Mr. Toronto. in Canada KPMG an Oil Sands Limited, an oil and gas company, and, and, and gas company, oil an an Oil Sands Limited, sands project. Mr. Coutu was previously Senior Vice- Senior previously was Mr. Coutu project. sands mpensation from Power othe
tion degree from the Schulich School of Business. He has has He Business. of School Schulich the from degree tion ). anda trusteeof RioCan Real EstateInvestment Trust. He members of the Audit Committee are financially literate (as literate financially are Committee Audit the of members companies Lifeco, in North Canada including Life, America, sponsibilities as an Audit Committee memberas is follows: Legislative Assemblyof Manitoba from 1 POWERCORPORATION OF CANADA nada Resources Limited. He has more than 2 than more He has Limited. Resources nada Audit Committees in North Power Financia America, including e law firm Dentons Canada LLP, a position he has held since August 201 August since held has he a position LLP, Canada firm Dentons law e ’s Federal Advisory Committee on Financin on Committee Advisory Federal ’s eas of corporate finance, investment bank investment finance, of corporate eas 2-110 – 5 . Prior to BCE joining Inc., he was a Partner with , he served as Canada’s Ambassador to the United States. He was the Premier of Manitoba of Manitoba Premier the He was States. the United to Ambassador as Canada’s , he served 5 6 . He has been a member of the Audit Committee of Power since May 2012. May 2012. since Power of Committee Audit of the a member been has . He ) and none receives, directly orco any indirectly, ) and directly none receives, 4 and served in a number of roles in the in a number and served , Chairman of Syncrude Canada Ltd., a Canadian oil oil Canadian a Ltd., Canada of Syncrude Chairman , 9 4 , he was President and Chief Executive Officer of Canadi Officer Executive Chief and President he was , to January 201 January to is ais Company Director. He served as the Executive Vice-President and Chief Financial Officer of Inc. BCE and 4 9 Audit Committee Audit Committee COMMITTEES COMMITTEES
is a Company Director. He is a director of Brookfield Asset Management Inc. and Enbridge Inc. From 2001 to to 2001 From Inc. Enbridge and Inc. Management Asset Brookfield of director a is He Director. Company a is to 200
1 is a Senior Business Advisor to th Advisor to Business is a Senior . 14 999 14 from 1 defined under National Instrument Instrument National defined under member of the of and All Board Directors its committees. October 200 October
RELEVANT EDUCATION AND EXPERIENCE OF AUDIT COMMITTEE MEMBERS Committee each Audit of experience and education the experience, business general to each In addition member’s re or her of his the performance to relevant member that is The members of the Audit Committee are Siim A. Vanaselja, Marcel R. Coutu, Gary A. Doer, J. David A. Jackson and and A. Jackson J. David A. Doer, Gary R. Coutu, Marcel Siim A. Vanaselja, are Committee of the Audit members The Instrument National under defined (as is independent Committee Audit of the member Jr. Each Ryan, Timothy T. The charter of the Audit Committee is attached as Appendix A to this Annual Information Form. Form. Information Annual as Appendix A to this attached is Committee of the Audit The charter COMPOSITION COMMITTEE OF AUDIT Information Form. Information Item CHARTER COMMITTEE’S AUDIT Audit Committees Vanaselja Mr. 201 2001 to from Canada Bell ITEM ITEM appoints also Corporation The Committee. an Audit to have Corporation the require legislation securities and CBCA The Nominating and a Governance and Committee Review Conduct and Party a Related Committee, Resources Human a of page table in the Directors forth is set committees the of membership current The Committee.
energy sector, primarily focused in the ar in the primarilyenergy sector, focused director of several Power group companies companies group Power of several director Corporation Energy of TC board of the Chair and a director He also Ltd. & Entertainment Leaf Sports of Maple Committee of the Audit Chair and a as director served previously previously servedon the Finance Minister of Board Conference the and on Officers Financial Chief for Council Working Board’s Executive Corporate the on Officers, of Accountants Professional Chartered the of Fellow a is Vanaselja Mr. Executives. Financial of Council National Canada’s Administra Business of Bachelor an Honours holds and Ontario May 2020. since Power of Committee Audit of the a member been Coutu Mr. 1, 201 January 201 to 2003 from of Gulf Ca Officer Financial Chief and President andof development. He is a director many Power group Designated and Chair the is He Inc. Mackenzie and Management Wealth IG IGM Financial, Putnam, Retirement, Empower Financial Expertofthe Audit Committeeof Brookfield AssetManagement Inc.and also serves as a director ofthe Limited, Resources Gulf Indonesia with positions board held also has Mr. Coutu Board. Stampede and Exhibition Calgary Producers. Petroleum of Association Canadian the of of Governors Board the and Partnership Limited Power TransCanada of University the from an MBA and Waterloo of the University from Geology in (Honours) Science of a Bachelor He holds the (now Executives of Chief Council Canadian of the a member was Mr. Coutu University). Western (now Ontario Western Geophysicists and Geologists Engineers, Professional of the Association of a member and Canada) of Council Business 201 until Alberta of Doer Mr. Item 14 – Committees and 8 en a member 0. He has be has He 0. stry and Financial Markets Markets and stry Financial May 2013 and of Lifeco from from Lifeco of and 2013 May 97 ants. Prior to joining SIFMA, he SIFMA, to joining Prior ants. to 1 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 46 Headof Regulatory Strategy and 967 2020 > ”) in 2012, and currently”) in servesasSenior
feco, Canada Life,Empower Retirement, iences Centre until June 2011. He holds a holds He June 2011. until Centre iences to 2020. Hewas a directorof Barrick Gold fairs Council. He has been a member of the of the member a been has He Council. fairs 8 fficer of the Securities Indu fficer the North American Group. Mr. Doer is also a director of of a director also is Doer Mr. Group. American North the ed as a director of Markit Group Limited from April 2013 April 2013 from Limited Group Markit of as a director ed er $300 billion of assets. He is a director of many Power Power many of director a is He assets. of billion $300 er that the external independent auditor (referred to (referred auditor as “the independent external the that Inc. He is also a director of Air Canada since May 201 since Canada Air of a director also is He Inc. to April 2013. Mr. Ryan is a graduate of Villanova University J.P. Morgan, where he was a member of the firm’s senior senior firm’s the of a member was he where Morgan, J.P. oneof the top 20 international leadersonclimate change. 9 orate governance by numerous independent assessment assessment independent numerous by orate governance certain other non-audit services must be approved on a case- on be approved must services non-audit other certain Markets Advisory Committee for the U.S. National Intelligence Intelligence National U.S. for the Committee Advisory Markets Power Financial from May 2011 to 2011 May from Financial Power 0 global financial particip market 68 and previously served as a member and the Chairman of the of the Chairman the and a member as served previously and 4 , he was, he Managing Director, Global POWERCORPORATION OF CANADA 4 , Mr. Ryan was also a member of the U.S.-Japan Private Sector/Government Sector/Government Private of the U.S.-Japan a also member was , Ryan Mr. 4 . He has been a member of the Audit Committee of Power since May 2013 and 2013 May since of Power Committee of the Audit a been member . He has . America, Li Financial, including Power 6 uding Power Financial, Lifeco, Canada Life, Empower Retirement and Putnam, Putnam, and Retirement Empower Life, Canada Lifeco, Financial, Power uding 974 law firm Blake,Cassels &LLP (“Blakes Graydon to 2001. He was recognized throughout his career as a leading practitioner in the areas areas the in practitioner as a leading career his throughout recognized He was to 2001. . Mr. Doer is a volunteer Co-Chair of the Wilson Centre’s Canada Institute,a non-partisan -Chairman of the board of Sunnybrook Health Sc Health of Sunnybrook board of the -Chairman 995 8 ished diplomatic service award from the Worldished diplomatic Af the award service from 3, Mr. Ryan was the Director of the Office of Thrift Supervision, U.S. Department of the Treasury, Treasury, the of Department U.S. Supervision, Thrift of Office the of Director the was Ryan Mr. 3, 99 1 to 2001. Mr. Jackson has also served as a director of a number of public and private corporations. corporations. private and of public number of a a director as served also has Jackson Mr. to 2001. 1 to 201 6 99 to 2011.From 2002 to200 7 and of Lloyds Banking Group from March 200 March from Group Banking Lloyds of and 4 retired as a Partner of the of a Partner as retired to 2013, Mr. Ryan was President and Chief Executive O Executive Chief and President was Mr. Ryan 2013, to 8 is a Company Director. Until October 201 October Until Director. Company a is , Mr. Doer joined the Trilateral Commission as a member of a member as Commission Trilateral the joined Doer Mr. , 7 , he also served as a board member and Chairman of the Audit Committee at KorAm Bank of Seoul, Korea. Prior to to Prior Korea. Seoul, of Bank KorAm at Committee Audit of the Chairman and member a board as served also he , 4 00 insolvent institutions, improving capital bases, and selling ov and selling bases, improving capital institutions, insolvent 00 Policy of JPMorgan Chase & Co. (“J.P. Morgan”), a global financial services firm, a position he had held since February 2013. 2013. February since held had he a position firm, services financial a global Morgan”), (“J.P. Co. & Chase of JPMorgan Policy 200 From Association (SIFMA), a trade association representing representing association a trade (SIFMA), Association group companiesAmerica, incl in North and Corporation of the a director as served previously having Inc., U.S.A., Holdings of Santander boards the of Chairman is Ryan Mr. addition, In 2013. May to May 2010 serv He International. Santander and Banco N.A. Bank, Santander to October 201 U.S. the 1 in officer from Army an as served He School. Law American the and University Mr. Ryan Mr. Bachelor of Commerce degree from the University of Windsor and a Bachelor of Laws (LL.B.) from Osgoode Hall Law School, School, Law Hall Osgoode from (LL.B.) Laws of a Bachelor and Windsor of University the from degree Commerce of Bachelor andwas called to the BarofOntario in 1 2020. May to 2013 May from Committee Audit of the Chairman the as served previously at and Governments, Institutions Financial was Vice-Chairman, Global of the member sector a private also was He leadership. where he served as the principal manager of the savings and loan cleanup that involved closing approximately approximately closing involved that cleanup loan and savings the of manager principal the as served he where 7 Council from 200 from Council to 2000 from and workout, Loans Non-Performing the and Restructuring Corporate for responsibility with Commission 200 joiningMorgan J.P. in 1 of the Audit Committee of Power since May 201 since Power of Committee Audit of the of mergers and acquisitions, corporate financeand corp Canada Life. He served as a director on the boards of Power Financial from May 2013 to February 2020 and of IG Wealth Wealth IG of and 2020 February to 2013 May from Financial Power of and Lifeco including America, North in companies group Power of several a director boards also is Mr. Jackson organizations. the on director a as served He Life. Canada Management from 1 aHe was director and the Vice public policy forum focused on Canada-U.S. relations. In 2010, Mr. Doer became a Member of the Order of Manitoba and, and, Manitoba of Order the of a Member became Doer Mr. 2010, In relations. on Canada-U.S. focused forum policy public a distingu received he in 2011, Audit Committee of May Power 201 since Jackson Mr. He was governance. corporate and acquisitions and of mergers areas the in primarily advice providing firm, the to Counsel 1 from of Blakes Chairman the Corporation from 201 from Corporation by-case basis by the Audit Committee. The Policy further requires further Policy The Committee. Audit by the basis by-case
PRE-APPROVAL AND PROCEDURES POLICIES Auditor External the by Provided of Services Pre-approval Regarding Policy a adopted has Committee Audit The non-audit prohibited outlines Committee, the by pre-approved are that services audit out sets Policy The “Policy”). (the non-audit permitted of list pre-approved The services. non-audit of permitted list a pre-approved out sets and services and periodically pre-approved and reviewed be is to services In 201 North in group companies Power several Mackenzie and Management Wealth IG IGM Financial, Putnam, 201 from Air Canada of Committee & Risk Finance Audit, of the a member was as magazine Week by Business was named Doer Mr. Premier, AuditCommittee from May2012 to2013. May Item 14 – Committees
9 000 000 000 000 000 201 8, 4, 59, 3 $58, $49, $ 21 3 , , he amount of he amount
- $10,000) and diary entities of entities diary of entities diary 1 1 9 and fees payable payable fees and $ $ toDeloitte LLP 9 , these related to 9
- Years ended December 31 December ended Years 000 000 000 000 , , 11,000), nil (201 nil 11,000), 7 2020 Power Financial 56, 10 - $ $ 131 1 , 9 $965, $ 1 $ ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 47 2020 ,000 (201 ,000 >
546 9 document filings or similar engagements. similar engagements. or filings document 000 000 000 000 000 , 201 9, 4, 4, 3 3 $ 00 100 , ,677, $ $5 1 1 $ $ - nil), respectively. respectively. - nil),
, the Corporation has established procedures for the the for procedures established has Corporation the , 9
to provide that prohibited services are not provided and and are not provided services that to prohibited provide ices that are reasonably related to the performance of the the of performance the to related reasonably are that ices - Power wer Financial’s respective quarterly financial statements and and statements financial quarterly respective Financial’s wer the auditor for the audit of the annual financial statements statements financial annual the of audit the for auditor the 000 000 000 000 , (including Lifeco and IGM Financial), for additional fees in fees for additional (includingt IGM Financial), Lifeco and of various continuous disclosure documents of Power and and of Power documents disclosure continuous various of 2020 1 9, provided audit-related, tax and other services to certain subsi certain to services other tax and audit-related, provided subsi certain to services other tax and audit-related, provided 85, ch procedures may contact the Vice-President, General Counsel Counsel General Vice-President, the may contact ch procedures 47, 0 20 1 , ,44 $ 1 1 udit Committee Information” of Lifeco’s Annual Information Form Information Annual of Lifeco’s Information” udit Committee POWERCORPORATION OF CANADA and assistancewith various other tax matters. Audit Committees her permitted non-audit services. In 2020 and 201 2020 In services. her permitted non-audit ,000) and $23,000 (201 $23,000 and ,000) 56
- $3 2-110 – 9 not required by statute or regulation. or regulation. by statute required not 5 regulatory, prospectus and other offering and other offering prospectus regulatory, 1 Victoria Square, Montréal, Québec H2Y 2J3. Québec 1 Victoria Square, Montréal, 75 ,000 (201 ,000 84 r the review of Power’s and Po and Power Financial for the years ended December 31, 2020 and December 31, 201 31, December and 2020 31, December ended years the for Financial Power and 1,000), $1,2 1,000), 8 [1] [1]
- $1,1 [2] [3] [2] 9 [3] [3] - nil), respectively. - nil), respectively.
9 [2] $ TED FEES TED ,000 (201 [2] [3] [2] 87 ,000 (201 8 $ Fees payable by Lifeco are described in the section entitled “A entitled in the section are described by Lifeco payable Fees by IGM Financial are described in the section entitled “Audit Committee” of IGM Financial’s Annual Information Form. Form. Information Annual Financial’s IGM of Committee” “Audit entitled section the in described are Financial by IGM LLP Deloitte 2020, 31, December ended year the financial During subsidiaries its and Financial Power other than the Corporation, LLP Deloitte 2020, 31, December ended year the financial During of $ amount the in fees additional for Financial, IGM and Lifeco than other Financial, Power $2,0
] ] ] All Other Fees $ TOTAL Audit Fees Audit-Related Fees Tax Fees $
1 2 3 In addition, audit fees included the cost of translation of translation cost the included fees audit In addition, Power Financial. Financial. Power and Secretary of the Corporation at receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting accounting internal accounting, regarding Corporation by the received complaints of treatment and retention receipt, su utilize to wishing Persons matters. auditing or controls
PROCEDURES FOR COMPLAINTS In accordance withNational Instrument These fees were incurred in connection with ot with connection in incurred were fees These TAX FEES services compliance tax for incurred were Tax fees ALL OTHER FEES of Power and Power Financial, fo Power Financial, and of Power with connection in provided for services AUDIT-RELA Audit-related feeswere incurred for assuranceand related serv auditor review of the annual financialstatements and thatare not reportedunder theaudit fees item above.These services services ofattest other consisted primarily AUDIT FEES by rendered services professional for incurred were Audit fees The nature of each category of fees is described below. below. described is of fees category each of nature The [ that permitted services are pre-approved before an engagement is accepted. is accepted. an engagement before are pre-approved services permitted that [ [ Fees payable by Power by payable Fees AUDITOR’S FEES FEES AUDITOR’S and procedures policies own its implement hereafter) auditor” innovation projects. projects. innovation and its affiliates were, respectively, as follows: as follows: respectively, were, affiliates its and Item 15 – Interest of Management and Others in Material Transactions , has or or , has ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 48 2020 >
of referred to the persons and (ii) in (i) HERS IN MATERIALHERS TRANSACTIONS Form, none of (i) the Directors or executive officers of the the of officers or executive Directors the (i) of none Form, cted or is reasonably expected to materially affect the affect the materially to expected or is cted reasonably rectly or indirectly more than 10 per cent of the Subordinate POWERCORPORATION OF CANADA ares, or (iii) any associate or affiliate ares,affiliate associate or or (iii) any rect or indirect, in any transaction within the three most recently completed financial years years financial completed recently most the three within or rect transaction in any indirect, INTEREST OF MANAGEMENT AND OT
15
Corporation, (ii) shareholders who beneficially own or control di control own or beneficially who (ii) shareholders Corporation, orVoting Participating Sh Shares Preferred ITEM ITEM Information Annual in this elsewhere described as than Other
has had any material interest, di anyhas hadinterest, material affe has materially that year financial current the or during Corporation. Item 16 – Transfer Agent Item 17 – Experts r . indirect, in any securities o securities in any indirect, ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 49 2020 >
, summarized in the business acquisition report report acquisition , business in the summarized 9 beneficial interests, direct direct or interests, beneficial the Subordinate Voting Shares, the formal valuation of the the of valuation formal the Shares, Voting Subordinate the Ordre des comptables professionnels agréés du Québec agréés du professionnels comptables des Ordre POWERCORPORATION OF CANADA e principal offices of its transfer agent and registrar, Computershare Investor Investor Computershare registrar, and agent its transfer of offices principal e ganization, dated December 12, 201 12, December dated ganization, EXPERTS EXPERTS TRANSFER AGENT
17 16
ITEM ITEM the to respect with is independent it that Corporation the advised LLP has Deloitte LLP. Deloitte is auditor Power’s the of Ethics of Code the of meaning the within Corporation RBC Dominion Securities Inc. authored the formal valuation of valuation formal the authored Inc. Securities Dominion RBC of directors of board the of committee special the to opinion fairness the and Financial Power of Shares Common Reor the to relating Financial Power its or certified time it prepared the at Corporation, the of knowledge To the 2020. May 13, dated Corporation of the valuations and opinion,RBC Dominion Securities Inc.(or anyof the “designatedprofessionals” thereof) did nothold, has or registered receive to entitled or is received subsequently not ITEM ITEM at th are transferable securities Power’s
ServicesInc., in Toronto, Vancouverand Montréal. other property of the Corporation or any of its associates or affiliates, in any case representing more than 1 per cent of all all of per cent than 1 more representing any case in or affiliates, associates its of or any Corporation the of property other of a class. securities and outstanding issued Item 18 – Environmental, Social and Governance Factors
0 . 4 0 Corporate Citizens Citizens 0 Corporate 5 tives.Power has established ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 5 2020 > anies to confirm they continue to be continue to they to confirm anies
, to highlight some of the organizations it it organizations the of some highlight to , esents Power’s performanceagainst key ESG l, social and governance (ESG) factors can have a positive positive a have can factors (ESG) governance and social l, pporters of the Task Force on Climate-Related Financial Financial on Climate-Related Force Task of the pporters nmental responsibility, lobbying activities and political and political activities lobbying responsibility, nmental of employee volunteering initia ESG factors. On an annual basis, its CSR-dedicated website website CSR-dedicated its basis, annual an On factors. ESG WealthManagement, Mackenzie Investments,GBL and nce and ability to create value in a sustainable manner. manner. a sustainable in value create to ability and nce to the United Nations Global Compact (UNGC) since 201 since (UNGC) Compact Global Nations United the to POWERCORPORATION OF CANADA ch, Power engages with its portfolio comp www.PowerCorporationCommunity.com ), as well as its Data Supplement, which pr which Data Supplement, ), as as well its of corporate policies articulating its commitments towards and management of ESG-related ENVIRONMENTAL, SOCIAL AND GOVERNANCE FACTORS FACTORS GOVERNANCE AND SOCIAL ENVIRONMENTAL,
18 www.powercorporationcsr.com Power is committed to transparent disclosure with regards to to regards with disclosure transparent to committed is Power (
contributions. Through its Third Party Code of Conduct, Power also extends these commitments to third parties with which which with parties third to commitments these extends also Power of Conduct, Code Party Third its Through contributions. a signatory been has Power relationship. a business it has Disclosure Carbon the of questionnaire Change Climate the to responding been also has Power updated. are metrics of A (Leadership) score top the receive to Lifeco, with companies, Canadian three of only one being 2012, since (CDP) Project 2020 Best Knights’ Corporate in included were Financial and IGM Power both In addition, in 2020. Power has established a series has established Power diversity, workplace, and inclusive respectful rights, human anti-corruption, ethics, and conduct business as such topics enviro and security, privacy data procurement, responsible impact on our Corporation’s profitability, long-term performa long-term profitability, Corporation’s our on impact ITEM ITEM of environmenta management effective the that recognizes Power
managed in a manner consistent with the Corporation’s responsible management philosophy. Many of Power’s group Investment Life Irish Putnam, – including (PRI) Investment Responsible for Principles the to signatories are companies IG Ltd., Group Management Asset GLC Limited, Managers PacificInvestment Management Inc. Additionally, Lifeco,well as as IGMFinancial, IGWealth Management, Power su are Counsel Planning Investment and Investments Mackenzie (TCFD). Disclosures Power’s approach to community investment consists of the contributions it makes to numerous organizations through through organizations numerous to makes it contributions the of consists investment community to approach Power’s support its through and investments, and donations corporate ranking. ranking. As part of its active ownership approa ownership active of its As part supports, and the positive outcomes they achieved. achieved. they outcomes positive the and supports, a community investment microsite, microsite, investment a community Item 19 – Additional Information
1 Continuous 1-102 – 5 ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 5 2020 . Information including Directors’ and including . Information >
www.sedar.com , 2021, regarding Power Financial and Power. and Power. Financial Power regarding , 2021, 9 . Power Financial relies on certain of the continuous disclosure disclosure continuous of the on certain relies Financial . Power POWERCORPORATION OF CANADA terial contracts. Investors who wish to do so may view such documents under under documents such view so may do to wish who Investors contracts. terial www.sedar.com Power may be found on SEDAR at at on SEDAR found be may Power pursuant to Section 13.1thereof and provided as in the decisionof the Autorité des marchés ADDITIONAL INFORMATION INFORMATION ADDITIONAL
19 financiers and the Ontario Securities Commission, dated January 1 January dated Commission, Securities Ontario the and financiers PowerFinancial, Lifeco and IGM Financial,the major directand indirect subsidiariesof Power,are reportingissuers under statements, financial interim and annual file to required are Financial IGM and Lifeco legislation. securities Canadian of ma copies and reports material change officers’ remuneration and indebtedness,principal holders of Power’ssecurities, stockoptions interests and of insiders in material transactionswhere is, applicable, containedin its latestManagement ProxyCircular. Additional financial have which MD&A, Power’s and 2020 31, December ended year the for statements financial the in provided is information SEDAR. on filed been at profiles company respective the Obligations Disclosure documents filed by Power pursuant to an exemption from the requirements of National Instrument Instrument National of requirements the from exemption an to pursuant by Power filed documents
ITEM ITEM to relating information Additional
Appendix A
2
48 ”) is to ”) is Corporation ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 5 2020 >
the Committee members. the Chair of the Committee, by the Chair of by Chair the of Committee, the Chair the nts are approved by the Board and by the Board disclosedapproved are to nts the serve until their successors shall be duly appointed and and appointed be duly shall successors their until serve less than three directors of the Corporation, all of whom of whom all Corporation, of the directors three than less shall be a majority of a majority be shall ”) of Power Corporation of Canada (the “ (the Canada of Corporation of Power ”) POWERCORPORATION OF CANADA within the meaning of the Canadian Securities Administrators National National Administrators Securities Canadian of the meaning the within the Corporation’s external auditor;and Committee ”) in reviewing: ”) in reviewing: its duties and responsibilities, the Committee shall observe the following following the observe shall Committee the responsibilities, and duties its
Board death, resignation or removal.
financially literate literate financially – The Committee shall: – A meeting of the Committee may be called by called be may Committee of the – A meeting and – The members of the Committee shall be appointed by the Board at the meeting of the Board Board of the the meeting at the Board by appointed be shall Committee of the – The members – The Chair of the Committee, or any person appointed by the Chair of the Committee, shall act as as act shall of the Committee, Chair by the appointed any person or of Committee, the – The Chair – The Committee shall meet at least four times every year, and more often if necessary, to discharge its its discharge to necessary, if often more and year, every times four least at meet shall Committee The – 2-110. – A quorum at any meeting of the Committeeatmeeting any – A quorum – The Committee shall have the authority to engage independent counsel and other advisors as it 5 other documents containing audited or unaudited financial information, at its discretion; discretion; at its information, financial unaudited or audited containing documents other interim and annual financial statements; statements; interim and annual financial analyses; and discussions management’s annual and releases; press earnings annual and interim
and report thereon to the Board before such such docume Board before to the thereon and report public; and and public;
independent d. of disclosure public Corporation’s of the the review for in place are procedures adequate that be satisfied the than other statements, financial Corporation’s the from derived or extracted information financial earnings and analyses and discussions management’s statements, financial by the provided disclosure review the Corporation’s: Corporation’s: the review a. b. c. unless otherwise determined by the Board, approve the Corporation’s interim management’s discussions discussions management’s interim Corporation’s the approve Board, by the determined otherwise unless Board); the by authority of delegation to (pursuant analyses and Duties and Responsibilities Procedural Matters Purpose and CompositionPurpose and the Board, by the external auditor of the Corporation, or by any member of the Committee, on not less than than less not on Committee, of the any member by or Corporation, of the auditor external the by Board, the Meetings meeting. of the time and date place, the specifying Committee the of members the to notice hours’ of the a meeting If notice. waive Committee the of members if all notice without time any at held may be so shall such meeting calling person(s) the of the Board, the Chair than other by anyone called is Committee Committee. of the Chair the and Board of the Chair the inform qualified or until their earlier earlier their or until qualified Disclosure Financial Secretary secretary of meetings of the Committee. Calling of Meetings following each annual meeting of shareholders and shall shall and of shareholders meeting annual each following Advisors compensation the expense, Corporation’s at the pay, and set and to duties its out carry to necessary determines of suchadvisors. Quorum Meetings Appointment the qualificationsof and independence auditor. of external the the performance hereunder. and responsibilities duties the Corporation’s financial disclosure; disclosure; financial Corporation’s the
3. 2. 1.
6 4 5 .
. . 3 2 3.1 2. 2. 2. 2.3 procedures: procedures: 2.2 In connection with the dischargeof 2.1 1.1 1.2 1.3 The purpose of the Audit Committee (the “ (the Committee Audit the of purpose The 1 assist the Board of Directors (the “ (the of Directors Board the assist Instrument Instrument shall be be shall The Committee of the Corporation shall be composed of not composed be shall Corporation of the Committee The
APPENDIX A of Canada Corporation Power Charter Audit Committee
Appendix A
3 shall meet without without meet shall and former partners and and partners and former l andconsider address: ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 5 2020 >
r monitoring the implementation of, and and of, implementation the monitoring r mbers of the Committeembers rvices to be provided to the Corporation or its or its Corporation the to provided be to rvices . changes in Generally Accepted Accounting Principles Principles Accounting Accepted Generally in changes ncial statements (including the report of the external external of the report the (including ncial statements related to the preparation or issue of an auditor’s report thall non-audit services fees,and consider the impact garding partners, employees employees garding partners, powers, theCommittee shal control over financial reporting conducted by the by the conducted reporting financial over control POWERCORPORATION OF CANADA . The Chair of the Committee shall review, at least annually, the the annually, least at review, shall Committee the of Chair . The – The Committee shall establishprocedures for: r regarding financial reporting; reporting; financial r regarding at would reasonably be expected to have a material effecton the . Following this review, the Chair shall report to the Committee. Committee. the to report shall Chair the review, this Following . lationto any such recommendations; t, review or attest services; services; or attest t, review Global Anti-Bribery Global Policy . The Chairof the Committee shall review, at least annually, the application – The Committee shall – fo be responsible r’s Expense Reports Expense r’s – At each meeting of the Committee, – At each meeting the me . The Committee shall: shall: Committee . The – In performing its duties and exercising its its exercising and its duties – In performing Policy on Use of Corporate Aircraft on Policy of such engagements and fees on the independence of the external auditor; auditor; external of the on the independence and fees of engagements such and auditor; external former and present the of employees reputation. and/or affairs business, ongoing Corporation’s questionable regarding concerns of Corporation the of by employees submission anonymous confidential, the matters. or auditing accounting the risks related to cybersecurity th the risks related to cybersecurity internal accounting, regarding Corporation the by received complaints of treatment and retention receipt, the and matters; or auditing controls, accounting subsidiary entities by the external auditor, together wi together auditor, by entities the external subsidiary re policy hiring Corporation’s the approve and review thereto. relating disclosure Corporation’s the approve and review auditor, of a change of event the in and controls of disclosure and implementation maintenance establishment, to the related risks the procedures (DC&P) and internal controlover financial reporting(ICFR) in relation to disclosure by the and law; applicable with accordance in Corporation review any evaluation of the Corporation’s internal Corporation’s of the evaluation any review with in accordance members) independent of its or more one to pre-approval such delegate (or pre-approve se non-audit for policy, all engagements a pre-approval or other audit, review or attest services for the Corporation, including the resolution of disagreements between between disagreements of resolution the including Corporation, the for services or attest review audit, or other audito the external and management meet withtheexternal auditor to discuss theannual fina response the and auditor, external the of recommendations the containing letter any management review by managementandup in re follow externalauditor, togetherwith management’s response; havetheauthority to communicate directly with theexternal auditor; require the externalauditor toreport directly to theCommittee; is that auditor external of the work the oversee directly review the independence of the external auditor, including an annual report prepared by the external auditor auditor external by the prepared report annual an including auditor, external the of independence the review regarding its independence; findings, and audit any plan, audit the to review management with and auditor external with the meet work; auditor’s of external the on the scope restrictions any management and auditor external the with review external the of report engagement review the (including statements financial interim the and thereon) auditor thereon); auditor recommend to the Board the external auditor to be appointed for purposes of preparing or issuing an auditor’s auditor’s an issuing or preparing of purposes for appointed be to auditor external the Board the to recommend audi performing other or report proposed of and reasonableness appropriateness the engagement, auditor’s external the of terms the review Board the to a recommendation make and fees, of audit payment the to relating any issues and fees, audit auditor; external the of compensation the to respect with that may be material to the Corporation’s financial reporting; reporting; financial Corporation’s the to material be may that
press releases, and shall periodically assess the adequacy of those procedures. procedures. those of adequacy the assess periodically and shall releases, press
.
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4 2. Policy Global Anti-Bribery Corporation’s the with, compliance Sessions In-Camera 2. Procedures Handling Complaints Financial 1. 13. 1 Risk Oversight 1. 11. 12. 9 10. 6 7 8 3. 4 5 External Audit 1. 2. Chief Office Executive Aircraft Corporate of on Use Policy the of expense reports of the Chief Executive Officer. Following this review, the Chair shall report to the Committee. Committee. the to report shall Chair the this review, Following Officer. Executive Chief of the reports expense
8 7 6 5 4 3. 3. 3. 3. 3.3 3. 3.2
Appendix A ANNUAL INFORMATION FORM FORM INFORMATION ANNUAL 54 rship chain between the the between chain rship 2020 >
iary entity below the Corporation in a Corporation the below iary entity confirming that the processes mandated by its by its mandated processes the that confirming directors of the Direct Subsidiary, and on reports and of the Direct on directors Subsidiary, reports heldduring the term of office of the external auditor. ard of any significant issues raised during the performance performance the issues raised during ard of any significant ry in the corporate owne the corporate ry in every meeting of the Committee and, at the expense of the of the expense at the and, Committee of the every meeting POWERCORPORATION OF CANADA
Committee shall also periodically meet separately with each of the of each the with separately meet periodically also shall Committee ” means an operating subsidiary whose net income represents 10% or or 10% represents income net whose subsidiary operating an means ” ”); and
” means the first Material Operating Subsid Process Memorandum Process Material Operating Subsidiary Operating Material Direct Subsidiary the Committee shall rely on the review and approval of the financial statements of the Direct Direct the of statements financial the of approval and review the on rely shall Committee the of board the and committee audit by the Subsidiary or opinions of the external auditor on those financial statements; statements; financial on those auditor external the of opinions or committee, audit Subsidiary’s Direct of the charter of the a copy receive shall Committee the togetherwith a memorandum summarizing itsmeeting processes and structure (“ the from report a table shall Committee of the secretary the Committee, the of meeting each at secretary of the Direct Subsidiary’s auditcommittee been followed. have Memorandum and Process charter “ more of the net income of the Corporation; and and Corporation; of the income the net of more “ corporate ownership chain that has an audit committee which is comprised of a majority of of a majority of comprised is which committee audit an has that chain ownership corporate directors. independent
a. b. c. a. b. For these purposes: purposes: these For With respect to any Direct Subsidiary: Direct Subsidiary: to any With respect With respect to any Material Operating Subsidia Operating to any Material With respect Corporation and any Direct Subsidiary, the Committee shall review the financial statements of that of that statements the financial review shall Committee the Subsidiary, Direct any and Corporation Material Operating Subsidiary.
Reporting Access to Information Auditor’s Attendance at Meetings Review of Charter members ofmembers management present. The external auditor and management, as the Committee deems appropriate. appropriate. deems Committee the as and management, auditor external 3. 2. Subsidiaries 1.
. 9 . . . 7 6 5 4 of the functions as set out herein, by the external auditor or any Committee member, and shall provide the Chair of of Chair the provide shall and member, Committee any or auditor external by the herein, out as set of the functions Committee. the to auditor external by the provided or letters reports written of any copies Board the The Chair of the Committee shall report to the Board, at such times and in such manner, as the Board may from time time from may Board the as manner, such in and times such at Board, the to report shall Committee of the Chair The Bo the of Chair the inform promptly shall and require to time The Committee shall periodically review this Charter and recommend any changes to the Board as it may deem deem may as it Board the to changes any recommend and Charter this review periodically shall Committee The appropriate. TheCommittee shall have accesstoany information, documentsand records thatare necessarythe in performance Charter. this under responsibilities of its discharge the and duties of its The external auditor shall be entitled to receive notice of notice receive to entitled be shall auditor external The Corporation, to attend and be heard at any meeting of the Committee. If so requested by a member of the Committee, Committee, the of a member by so requested If Committee. of the meeting any at heard be and attend to Corporation, Committee of the meeting every attend shall auditor external the 3.