Insurance Companies Act — I-11.8 147
Proposal 147 (1) Subject to subsections (1.1) and (1.2), a registered holder or beneficial owner of shares that may be voted — or a policyholder entitled to vote — at an annual meeting of shareholders and policyholders may (a) submit to the company notice of any matter that they propose to raise at the meeting (in this section and section 148 referred to as a “proposal”); and (b) discuss at the meeting any matter in respect of which they would have been entitled to submit a proposal. Eligibility to submit proposal (1.1) To be eligible to submit a proposal a person shall (a) for at least the prescribed period be the registered holder or beneficial owner of at least the prescribed number of the company’s outstanding shares; (b) have the support of persons who, in the aggregate and including or not including the person who submits the proposal, have for at least the prescribed period been the registered holders or beneficial owners of at least the prescribed number of the company’s outstanding shares; or (c) be a policyholder entitled to vote at an annual meeting of the company’s shareholders and policyholders. Information to be provided (1.2) A proposal submitted by a registered holder or beneficial owner is to be accompanied by the following information: (a) the name and address of the person submitting the proposal and the names and addresses of their supporters, if any; and (b) the number of shares held or owned by the person and their supporters, if any, and the date that the shares were acquired. Information not part of proposal (1.3) The information provided under subsection (1.2) does not form part of a proposal or of the supporting statement referred to in subsection (3) and is not to be included for the purpose of the prescribed maximum number of words referred to in subsection (3). Proof may be required (1.4) If the company requests within the prescribed period that a person provide proof that they are eligible to submit a proposal, the person shall within the prescribed period provide proof that they meet the requirements of subsection (1.1). Circulation of proposal (2) A company shall attach any proposal of a shareholder or policyholder submitted for consideration at a meeting of shareholders and policyholders to the notice of the meeting. Supporting statement (3) At the request of the person who submits a proposal, the company shall attach to the notice of the meeting the person’s statement in support of the proposal and their name and address. The statement and proposal together are not to exceed the prescribed maximum number of words. Nomination of directors (4) A proposal may include nominations for the election of directors if it is signed by (a) in the case of nominations for the directors to be elected by shareholders, one or more registered holders or beneficial owners of shares representing in the aggregate not less than 5% of the shares of the company or 5% of the shares of a class of its shares entitled to vote at the meeting at which the proposal is to be presented; and (b) in the case of nominations for the directors to be elected by policyholders, the lesser of 250 policyholders and 1% of the policyholders who are entitled to vote at the meeting. Conditions precedent for proposals (5) A company is not required to comply with subsections (2) and (3) if (a) the proposal is not submitted to the company at least the prescribed number of days before the anniversary date of the notice of meeting that was sent to shareholders and policyholders in respect of the previous annual meeting of shareholders and policyholders; (b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal griev­ance against the company or its directors, officers or security holders; (b.1) it clearly appears that the proposal does not relate in a significant way to the business or affairs of the company; (c) the person submitting the proposal failed within the prescribed period befo