Insurance Companies Act — I-11.8 164.08
Meaning of eligible votes 164.08 (1) In this section, eligible votes means the total number of votes that may be cast by or on behalf of shareholders and policyholders on a vote of shareholders or shareholders and policyholders or a vote of holders of a class or series of shares, as the case may be, in respect of any particular matter, calculated without regard to subsection (2). Restriction (2) At a meeting of shareholders and policyholders of a company in respect of which subsection 407(4) applies or of a company to which subsection 407(5) applies, no person and no entity controlled by any person may, in respect of any vote of shareholders or shareholders and policyholders or holders of any class or series of shares of the company, cast votes in respect of any shares beneficially owned by the person or the entity that are, in aggregate, more than 20 per cent of the eligible votes that may be cast in respect of that vote. Proxyholders (3) No person who is a proxyholder for a person or for an entity controlled by a person may cast votes to which the proxy relates that the person or entity may not cast by reason of subsection (2). Exception (4) Subsections (2) and (3) do not apply in respect of votes cast by or on behalf of (a) a company to which subsection 407(5) applies, or an insurance holding company to which subsection 407(6) applies, that controls the company; or (b) any entity that is controlled by a company or an insurance holding company referred to in paragraph (a). Exception (5) Subsections (2) and (3) do not apply in respect of a vote held under section 239. Validity of vote (6) A vote in respect of a particular matter is not invalid merely because a person voted contrary to subsection (2) or (3). Disposition of shareholdings (7) If, with respect to any company, a person contravenes subsection (2) or (3), the Minister may, by order, direct the shareholder of the shares to which the contravention relates or any person controlled by that shareholder to dispose of any number of shares of the company beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the shareholder and the persons controlled by that shareholder that is specified in the order. Restriction on voting rights (8) If the Minister makes an order under subsection (7), the person to whom the order relates may not, in person or by proxy, exercise any voting rights that are attached to shares of the company beneficially owned by the person. Subsection (8) ceases to apply (9) Subsection (8) ceases to apply in respect of a person when the shares to which the order relates have been disposed of. Reliance on number in notice (10) For the purpose of this section, a person is entitled to rely on the number of eligible votes set out in a notice of a meeting under subsection 143(1.01). Designation of persons (11) For the purpose of this section, the Minister may, with respect to a particular company, designate two or more persons who are parties to an agreement, commitment or understanding referred to in section 9 to be a single person. 2001, c. 9, s. 374