AMENDED PETITION. Amended pursuant to Order of Kelly J made on the 29 th day of July 2013

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1 THE HIGH COURT Record No: 2013 No. 340 COS IN THE MATTER OF THE ASSURANCE COMPANIES ACT 1909, THE INSURANCE ACT 1989 AND THE EUROPEAN COMMUNITIES (LIFE ASSURANCE) FRAMEWORK REGULATIONS 1994 AND IN THE MATTER OF A PROPOSED TRANSFER OF INSURANCE BUSINESS BETWEEN CANADA LIFE ASSURANCE (IRELAND) LIMITED and IRISH LIFE ASSURANCE plc TO THE HIGH COURT: AMENDED PETITION Amended pursuant to Order of Kelly J made on the 29 th day of July 2013 THE HUMBLE PETITION of the directors of Canada Life Assurance (Ireland) Limited (whose names are set out in Schedule 1) shows as follows: 1. This petition seeks the sanction of this Honourable Court for the transfer by Canada Life Assurance (Ireland) Limited (hereinafter Canada Life Ireland ) of its life assurance business to Irish Life Assurance plc (hereinafter Irish Life ). 2. Canada Life Ireland is authorised by the Central Bank of Ireland to carry on life assurance business under the European Communities (Life Assurance) Framework Regulations 1994 (S.I. No. 360 of 1994)(the 1994 Regulations ). Canada Life Ireland is a company incorporated under the Companies Acts 1963 to 2012, with registered number 82029, and has its registered office and principal place of business at Canada Life House, Temple Road, Blackrock, Co. Dublin. Background to Canada Life s operations in Ireland 3. Life assurance business has been undertaken in Ireland under the Canada Life brand since The Canada Life Assurance Company was founded in 1847 and established a branch (the Irish branch ) in Ireland in 1903, through which it traded until The Canada Life Assurance Company also operated for some years in Ireland through an indirect subsidiary company, Canada Life Assurance Company of Ireland Limited ( CLACIL ). 4. On its incorporation in 1981, Canada Life Ireland was known as Abbey Life Assurance (Ireland) Limited. Abbey Life Assurance (Ireland) Limited became part of the Canada Life Group in 1992 and was re-named as Canada Life Ireland following that acquisition. The business of CLACIL was transferred to Canada Life Ireland with effect from 1 January 1994, pursuant to an 1

2 order of this Honourable Court made on 18 October discontinued and that company was wound up at the end of CLACIL s operations were 5. After 1994, the Canada Life Group operated for several years in Ireland through both Canada Life Ireland and the Irish branch. In 2012, the business of the Irish branch was transferred to Canada Life Ireland by order of this Honourable Court made on 23 July Canada Life Ireland is ultimately a subsidiary of Great-West Lifeco Inc. (hereinafter Great- West Life ), a leading Canadian insurer, with interests in the life and health insurance, investment, savings and retirement income and reinsurance businesses, trading worldwide, but primarily in Canada and Europe, under the Canada Life brand. 7. Canada Life Ireland provides a wide range of insurance and wealth management products and services for individuals, families and business owners. 8. The Canada Life Group employs over 500 people in Ireland (including in its investment management, European Information Services, and international reinsurance divisions). The Canada Life Group's Irish operations serve as a hub for the Group's expanding presence in Europe. Background to Irish Life s operations 9. Irish Life is Ireland s largest life assurance company. The Irish Life brand has been operated for over seventy years and is one of the best known and most recognised financial brands in Ireland. 10. Irish Life s life assurance business operates through two main divisions, Irish Life Retail (focused on individual life assurance and pensions) and Irish Life Corporate Business (focused on life assurance and pension products for employers and affinity groups). 11. Irish Life was originally incorporated in 1939, as part of the amalgamation of nine British and Irish life assurance companies. The business grew and developed both within Ireland and through acquisitions outside Ireland, joint ventures and diversification into other financial services activity in the following decades. Irish Life plc was floated on the Dublin and London Stock Exchanges in July In April 1999, Irish Life plc merged with Irish Permanent plc (a building society which had demutualised in 1994) to form Irish Life & Permanent plc. 12. Irish Life is wholly owned by Irish Life Group Limited. On 29 June 2012, Irish Life Group Limited was acquired by the Minister for Finance on behalf of the State for 1.3 billion. The completion of this transaction marked the legal separation of the businesses of permanent tsb 2

3 bank and the Irish Life group of companies (which together had previously formed the Irish Life & Permanent Group). 13. On 19 February 2013, it was announced that Great-West Life had agreed with the Minister for Finance to acquire Irish Life Group Limited, and that it was intended that Great-West Life would combine its Canada Life Ireland business with Irish Life under the Irish Life brand. 14. The transaction for the acquisition by Great-West Life of Irish Life Group Limited was completed on [23 18 July 2013] and accordingly, at the date of presentation of this petition, Canada Life Ireland and Irish Life are in the common ownership of Great-West Life. Particulars of Canada Life Ireland 15. Canada Life Ireland is a company incorporated under the Companies Acts 1963 to 2012 with registered number 82029, and has its registered office and principal place of business at Canada Life House, Temple Road, Blackrock, Co Dublin. 16. The constitution, objects and particulars of Canada Life Ireland are as follows:- (a) It was incorporated in Ireland on 6 April 1981 under the name of Abbey Life Assurance (Ireland) Limited. By special resolution and with the consent of the Minister for Enterprise Trade and Employment (as then styled), the name of the company was changed to Canada Life Assurance (Ireland) Limited, following the acquisition mentioned above, on 14 April Its principal objects, as set out at clauses 2(a)(i), (ii) and (iii) of its memorandum of association, are: (i) To carry on the business of life assurance in all the branches referred to in Article 1 of the First Council Directive of the European Economic Community of 5th March 1979 on the co-ordination of Laws, Regulations and administrative provisions relating to the taking up and pursuit of the business of direct Life Assurance (Reference No. 79/267/EEC). (ii) To reassure or counter-assure all or any risks and to undertake all kinds of reassurance and counter-assurance connected with any of the business aforesaid. (iii) To do all other things as may be deemed consistent with the attainment of the above effects or any of them and without prejudice to the generality of the foregoing. 3

4 (c) It is empowered by clause 2(f) of its memorandum of association To improve, manage, cultivate, develop, exchange, lot on lease or otherwise, mortgage, charge sell, dispose of, turn to account, grant rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company. (d) Its authorised share capital is 31,625,000 made up of 25,300,000 ordinary shares of 1.25 each. (e) Its issued share capital is 24,388, made up of 19,511,050 ordinary shares of 1.25 each. (f) It is authorised by certificate of the Minister for Industry and Commerce (as then styled) dated 21 May 1992 to undertake the business of life assurance in classes I, III, IV and VII within the meaning of the European Communities (Life Assurance) Regulations This authorisation corresponds to an authorisation to undertake the business of life assurance in classes I, III, IV and VII within the meaning of the 1994 Regulations. As appears below, Irish Life is authorised to carry on insurance business in each of these classes. Particulars of Irish Life 17. Irish Life is a company incorporated under the Companies Acts 1963 to 2012, with registered number Irish Life has its registered office and principal place of business at Irish Life Centre, Lower Abbey Street, Dublin The constitution, objects and particulars of Irish Life are as follows: (a) Although the relevant business was earlier carried on under similar corporate names for several decades, it was incorporated in Ireland as a limited company on 11 December 1989 under the name Calbourne Limited. By special resolution, and with the approval of the Minister for Industry and Commerce (as then styled), the name of the company was changed on 21 September 1990, to Irish Life Assurance (Newco) Limited. By further special resolution, and with the approval of the said Minister, the name of the company was again changed and the company re-registered as a public limited company incorporated under the name Irish Life Assurance public limited company on 31 December Its principal objects as set out in clause 3(a) of its memorandum of association are to carry on life assurance business, industrial assurance business and sinking fund or capital 4

5 redemption business, in particular in all the branches or classes thereof referred to in the Annex to [EEC Council Directive 79/267/EEC] and to reinsure with any corporation or individual any risks insured by the company, and to issue policies of reinsurance and to enter into re-insurance contracts of any kind connected with the aforesaid business. (c) Irish Life is empowered by clause 3(c) of its memorandum of association to acquire and undertake the whole or any part of the business, property and liabilities of any person or company carrying on or proposing to carry on any business which Irish Life is authorised to carry on. (d) The authorised share capital of Irish Life is 25,000,000 made up of 20,000,000 ordinary shares of 1.25 each. (e) Its issued share capital is 1,000,000 made up of 800,000 ordinary shares of 1.25 each. The proposed transfer 19. Both Canada Life Ireland and Irish Life Limited (the parent company of Irish Life) are direct subsidiaries of Canada Life Limited and indirect subsidiaries of Great-West Life. Accordingly, the petitioners proposal to transfer the business of Canada Life Ireland to Irish Life in accordance with a Scheme (a copy of which is annexed at Schedule 2) involves an intra-group transfer. Following this transfer, it is proposed that Canada Life Ireland will cease undertaking any insurance activities. 20. The motivation for the proposed Scheme is that, as both Canada Life Ireland and Irish Life are now owned by the same ultimate parent company and given the similarities of their businesses, the Canada Life Group does not believe that it makes commercial sense for both businesses to be run as separate authorised entities. Rather, the Canada Life Group believes that it would be more efficient and cost effective to have the life assurance businesses of both companies carried on through a single entity in Ireland. In particular, the Canada Life Group believes that: (a) the corporate governance arrangements will be more efficient in that a single board of directors will have responsibility for all of Great-West's life assurance operations in the Irish market; there will be reduced costs and greater efficiencies in areas such as financial reporting, as reports will only be required to be produced in respect of one legal entity and (c) the process of capital management will be simplified as the business will be consolidated into one legal entity. 5

6 21. Canada Life Ireland and Irish Life have agreed to establish all necessary preparations to ensure that on and from the Effective Date (if the transfer is approved) all appropriate changes will be made to Canada Life Ireland s records, administrative arrangements, and arrangements with brokers and intermediaries, to ensure uninterrupted service for transferring policyholders. 22. The staff retained to provide administrative and support services to the business of Canada Life Ireland are currently provided by a specialist services company within the Canada Life Group, Canada Life Group Services Limited and Canada Life Ireland itself has no employees. Each of Canada Life Ireland and Irish Life will discharge any obligation on it arising under the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 in connection with the transfer. The business proposed to be transferred 23. The portfolio of policies to be transferred pursuant to the Scheme consists of policies encompassing classes I, III, IV and VII within the meaning of the 1994 Regulations. The number of policies written by Canada Life Ireland, by reference to the type of business undertaken as at 31 December 2012 was as follows: Par Funds Number of Contracts Closed Par Sub-Fund 1 6,403 Open Par Sub-Fund 2,467 Sub-total 8,870 Non-Par Sub-Fund Unit-linked investment and pensions 2 77,503 Annuities 4,417 Individual protection 58,464 Group risk 0 Sub-total 140,384 Total 3 149,254 Note: (1) The Closed Par Sub-Fund includes a small block of deferred annuity business (reserve of 10m at 31 December 2012) (2) Unit-linked life and pensions includes the UWP Fund, which has reserves of 236.8m at 31 December 2012 (3) The number of policies shown in the table does not include 137 group schemes. 24. The business of Canada Life Ireland includes unit linked and non-linked insurance business and associated assets and policies. The effect of the Scheme will be that the linked assets of Canada Life Ireland will become linked assets of Irish Life. The non-linked insurance assets of Canada Life Ireland will become non-linked insurance assets of Irish Life. 6

7 25. Currently, Canada Life Ireland operates the following Sub-Funds: (a) (c) The Canada Life Ireland Non-Par (that is, Non-Participating) Sub-Fund; The Canada Life Ireland Individual Life Closed Par (that is, Participating or With Profit) Sub-Fund, and The Canada Life Ireland Individual Life Open Par Sub-Fund. 26. A separate pool will be established within Irish Life to manage the assets of the Closed and Open Par Sub-Funds (and the Ancillary Fund, which is a fund of the Non-Par Sub-Fund, but which is ancillary to the Closed Par Sub-Fund), as is currently the case within Canada Life Ireland. Following the proposed transfer, the Canada Life Ireland Sub-Funds will continue to be operated in accordance with the same terms and conditions, which were applied before the transfer. On and from the Effective Date of the transfer: the assets and liabilities of the Canada Life Ireland Non-Par Sub-Fund will be allocated to and merge with the Irish Life Assurance Ordinary Branch Continuing Fund Irish Life will establish two new separate Sub-Funds, the Irish Life Assurance Closed Par Sub-Fund and the Irish Life Assurance Open Par Sub-Fund; the assets and liabilities of the Canada Life Ireland Individual Life Closed Par Sub-Fund will transfer into the Irish Life Assurance Closed Par Sub-Fund and the assets and liabilities of the Canada Life Ireland Individual Life Open Par Sub-Fund will transfer to the Irish Life Assurance Open Par Sub-Fund; The assets and liabilities of the Canada Life Ireland Shareholder Fund which are transferring pursuant to the Scheme will be allocated to and merge with the Irish Life Shareholder Fund. 27. Accordingly, where Sub-Fund structures within Irish Life are not already sufficient to support the Transferred Business, such structures and arrangements will be established within Irish Life to mirror the existing structures and arrangements within Canada Life Ireland in order seamlessly to receive and continue to support the Transferred Business, subject to such powers as already exist in relation to the amalgamation or modification of such Sub-Funds (which powers would become exerciseable by Irish Life as successor to Canada Life Ireland). 28. The creditors of Canada Life Ireland and of Irish Life (current, future and/or contingent) will not be prejudiced by the Scheme. 7

8 29. For the purposes of section 13(3) of the Assurance Companies Act 1909, Michael Culligan, a Fellow Member of the Society of Actuaries in Ireland, of the firm of Milliman, being an Independent Actuary, has prepared a report on the terms of the Scheme and its likely effect on policyholders. 30. For the purposes of Article 35(1) of the 1994 Regulations, Canada Life notified the Central Bank of Ireland of its intention, subject to the completion of the acquisition by Great-West Life of Irish Life Group Limited, to effect the transfer and on 31 May 2013 submitted drafts of the Scheme, the actuarial reports thereon and of this petition to the Central Bank of Ireland. The Central Bank of Ireland is required to consult with the supervisory authority of any other EU or EEA Member State concerned in respect of the transfer proposed by the Scheme. Irish Life will, following the transfer, possess the necessary solvency margin required by the 1994 Regulations and Irish Life will obtain and produce a certificate to that effect from the Central Bank of Ireland as the relevant supervisory authority. 31. In the premises it is just and equitable that the Scheme be sanctioned. YOUR PETITIONERS THEREFORE PRAY FOR: (a) An order that the Scheme be sanctioned; Such orders as may be necessary or appropriate to effect the transfer of the business proposed to be transferred from Canada Life Ireland to Irish Life to the extent intended by the terms of the Scheme; (c) An order providing for the continuation by Irish Life of any legal proceedings pending by or against Canada Life Ireland in any Court in Ireland in connection with the transferring business of Canada Life Ireland; (d) Such orders as the circumstances may require providing for any incidental, consequential and supplementary matters as are necessary to secure that the intended transfer shall be fully and effectively carried out. Dated 19 July 2013 McCann FitzGerald Solicitors for the Petitioners Riverside One Sir John Rogerson s Quay Dublin 2 8

9 Note: Subject to the direction of this Honourable Court, it is intended to serve this petition on the Central Bank of Ireland Presented on 19 July 2013 by McCann FitzGerald, Riverside One, Sir John Rogerson s Quay, Dublin 2, Solicitors for the petitioners. 9

10 SCHEDULE 1 The directors of Canada Life Assurance (Ireland) Limited William Lawrence Acton Mary Frances Finan Linda Kerrigan Raymond Lindsay McFeetors Peter Munro David Alexander Nield Ruairí O Flynn Vincent Sheridan all of Canada Life House, Temple Road, Blackrock, Co. Dublin The directors of Irish Life Assurance plc [to be inserted as the board is constituted following completion] all of Irish Life Centre, Lower Abbey Street, Dublin 1 10

11 SCHEDULE 2 The Scheme THE HIGH COURT Record No: 2013 No. COS IN THE MATTER OF THE ASSURANCE COMPANIES ACT 1909, THE INSURANCE ACT 1989 AND THE EUROPEAN COMMUNITIES (LIFE ASSURANCE) FRAMEWORK REGULATIONS 1994 AND IN THE MATTER OF A PROPOSED TRANSFER OF INSURANCE BUSINESS BETWEEN CANADA LIFE ASSURANCE (IRELAND) LIMITED and IRISH LIFE ASSURANCE plc THIS SCHEME RECORDS THAT SCHEME (A) (B) This Scheme is adopted in order to give effect to an Agreement between Canada Life Assurance (Ireland) Limited and Irish Life Assurance plc by which Irish Life Assurance plc will acquire from Canada Life Assurance (Ireland) Limited the life assurance business written by Canada Life Assurance (Ireland) Limited (including the goodwill thereof) with effect on and from the Effective Date determined in accordance with this Scheme. Subject to such authorisations as are required by law to be obtained, it is proposed that the Transferred Business, as hereinafter defined, shall by Order of the Court, be transferred to Irish Life Assurance plc and be dealt with in accordance with this Agreement and the Scheme subject to and in accordance with section 13 of the 1909 Act and section 36 of the 1989 Act. AND THIS SCHEME THEREFORE PROVIDES 2. Interpretation In this Scheme the following expressions bear the meanings specified opposite them: 1994 Regulations means the European Communities (Life Assurance) Framework Regulations 1994 (S.I. No. 360 of 1994); the Acts means the Insurance Acts 1909 to 2009, Regulations made under them and Regulations relating to insurance business made under the European Communities Act 1972; 1909 Act means the Assurance Companies Act 1909; 1989 Act means the Insurance Act 1989; Appointed Actuary means, as the context admits or requires: before the Effective Date, the actuary from time to time of Canada Life Assurance (Ireland) Limited or of Irish Life Assurance plc appointed pursuant to the Acts, or on or following the Effective Date, the actuary from time to time of Irish Life Assurance plc appointed pursuant to the Acts; 11

12 the Business means the life assurance business written by Canada Life Assurance (Ireland) Limited pursuant to its authorisation under the 1994 Regulations; Canada Life Ireland means Canada Life Assurance (Ireland) Limited, a company incorporated under the Companies Acts 1963 to 2012, with registered number 82029, and its registered office and principal place of business at Canada Life House, Temple Road, Blackrock, Co Dublin; Canada Life Assurance Fund means the fund maintained by Canada Life Ireland under section 14(1)(a) of the 1989 Act in connection with the Business, including the following Sub- Funds: (1) The Canada Life Ireland Non-Par Sub-Fund (including for the avoidance of doubt the Ancillary Fund of the Canada Life Ireland Individual Life Irish Closed Par Sub-Fund); (2) The Canada Life Ireland Individual Life Closed Par Sub-Fund; and (3) The Canada Life Ireland Individual Life Open Par Sub-Fund. Canada Life Group means the companies, wherever incorporated, in the ultimate ownership of The Great-West Life Assurance Company which carry on life assurance business; Canada Life Shareholder Fund means the funds of Canada Life Ireland which are not comprised in the Canada Life Assurance Fund; Court means the High and Supreme Courts as each of their respective jurisdictions are determined by law; Effective Date the time and date on which this Scheme shall become effective in accordance with paragraph 8; Excluded Assets means: (a) 4,000,000 in cash; any interest of Canada Life Ireland in any other property or asset or in any Agreement relating thereto which Canada Life Ireland and Irish Life shall jointly in writing determine, prior to the Effective Date, should not be transferred to Irish Life whether pursuant to this Scheme or otherwise, provided that no such interest shall be an Excluded Asset unless each of the Appointed Actuaries and the Independent Actuary shall have certified either (i) that Canada Life Ireland has appropriated to the Transferred Assets property of equal value to the interest proposed to be excluded in order to replace its value, or (ii) that the value of the interest proposed to be excluded is negligible and its exclusion from the Transferred Assets would not therefore impact on the assessment of the security of benefits or benefit expectations comprised in his or her report on the Scheme; Independent Actuary means Michael Culligan, a Fellow Member of the Society of Actuaries in Ireland, of the firm of Milliman, instructed by Canada Life Ireland and Irish Life to report in the capacity of independent actuary pursuant to section 13(3) of the 1909 Act in relation to this Scheme; Irish Life means Irish Life Assurance plc, a company incorporated under the Companies Acts 1963 to 2012, with registered number , and its registered office and principal place of business at Irish Life Centre, Lower Abbey Street, Dublin 1; 12

13 Irish Life Assurance Fund means the fund maintained by Irish Life under section 14(1)(a) of the 1989 Act and including the Irish Life Assurance Ordinary Branch Continuing Fund; Irish Life Shareholder Fund means the funds of Irish Life which are not comprised in the Irish Life Assurance Fund; Linked Policies means policies the benefits of which are linked to investment funds (and including, without limitation, such policies the effecting and carrying out of which constitutes Class III insurance as specified in the 1994 Regulations); Operating Rules means the operating rules applicable to what is now the Canada Life Individual Life Closed Par Sub-Fund arising from the demutualisation of The Canada Life Assurance Company which became effective on 4 November 1999 and which are included in the Canada Life Assurance Closed Block Operating Rules as revised from time to time; Policy means a policy within the meaning of section 3 of the Insurance Act 1936; Residual Assets means (A) any property or assets (or any interest therein) of Canada Life Ireland (other than any property or asset or interest therein falling within the definition of Excluded Assets) the transfer of which to Irish Life would not be effective as at the Effective Date due to the absence of either: (1) the consent of any person or persons (other than the consent of Canada Life Ireland, Irish Life or the Court, or any consent the requirement for which is obviated by an order of the Court sanctioning this Scheme); or (2) the waiver by any person or persons of any right to acquire, or to be offered the right to, or to offer to, acquire or procure the acquisition by some other person of, all or any part of such property or assets or interest, which arises as a consequence of such transfer being proposed or taking effect, but to the extent only of that part of the interest of Canada Life Ireland in such property or assets the transfer of which requires such consent and/or waiver; (B) (C) any other interest of Canada Life Ireland in any property or assets (excluding the Excluded Assets) or in any Agreement relating thereto which Canada Life Ireland and Irish Life shall determine prior to the Effective Date is more conveniently to be transferred pursuant to this Scheme in conjunction with any property or asset or interest therein referred to in paragraph (A) of this definition; any proceeds of sale or income or other accrual or return, whether or not in the form of cash, from time to time received after the Effective Date in respect of or earned on any property or asset (or any interest therein) referred to in paragraph (A) or (B) of this definition; Residual Liabilities means all liabilities and obligations (whether present or future, certain or contingent) of Canada Life Ireland under any property, asset, interest or Agreement referred to in paragraph (A) or paragraph (B) of the definition of Residual Assets but, for the avoidance of doubt, does not include any liability of Canada Life Ireland as insurer under any policy; the Scheme means this Scheme in its original form or with or subject to any modification, addition or condition which may be approved or imposed by the Court; 13

14 Sub-Fund means a Sub-Fund of the Canada Life Assurance Fund or, as the case may be, of the Irish Life Assurance Fund; Subsequent Transfer Date means the date (and each date) on which any of the Residual Assets or Residual Liabilities is or is to be transferred to Irish Life, namely: in respect of any Residual Asset falling within paragraph (A) of the definition thereof (or any Residual Liability associated with any such Residual Asset), the date on which the requisite consent or consents or the requisite waiver or waivers to enable the same to be transferred to Irish Life upon the terms of this Scheme: (i) (ii) (iii) is obtained; or is no longer required; or is dispensed with by Order of the Court; (c) (d) in respect of any Residual Asset falling within paragraph (B) of the definition thereof (or any Residual Liability associated with any such Residual Asset), the Subsequent Transfer Date applicable to the property or asset(s) in conjunction with which such Residual Asset, or as the case may be the Residual Asset to which such Residual Liability relates, or in the case of any Residual Asset falling within paragraph (C) of the definition thereof in respect of which no such consent or waiver is required for its transfer to Irish Life Assurance pursuant to the Scheme, the date of receipt of such Residual Asset; taxation includes (without limitation) corporation profits tax, corporation tax (including any additional duty of corporation tax and any surcharge) income tax, surtax, capital gains tax, advance corporation tax, value added tax, stamp duty, capital acquisitions tax, wealth tax, excise duty, customs and other import duties, estate duty, PAYE deductions, pay related social insurance (PRSI), Social Welfare and social insurance contributions, payroll taxes generally, rates and water rates and all taxes on gross or net income, profits or gains, receipts, sales, use, occupation, franchise, value added, personal property and other taxes, levies, imposts, duties, charges or withholdings of any nature whatsoever, whether similar to, replaced by or replacing any of them or otherwise and any penalty, charge and interest relating to any claim for taxation whether chargeable by any statutory, governmental, state, provincial, local governmental or municipal authority (whether within or outside Ireland); Transferred Assets means all property and assets held by Canada Life Ireland as at the Effective Date, including for the avoidance of doubt, such property or assets comprising rights arising under or by virtue of any contract, (other than the Residual Assets) and the rights and powers of Canada Life Ireland under or by virtue of the Transferred Policies, but excluding the Excluded Assets. For the avoidance of doubt, the Transferred Assets shall include: (a) the rights of Canada Life Ireland under any reinsurance treaty or other arrangement in respect of claims made under the Transferred Policies including any unpaid rights of Canada Life Ireland to indemnity or repayment in respect of claims paid by Canada Life Ireland to or on behalf of holders of Transferred Policies in respect of any period ending on or before the Effective Date; all fixed and movable property, book debts, intellectual property, contractual rights and claims relevant to or used in connection with the Transferred Business and the goodwill of such business; 14

15 (c) any right of appointment, whether general or limited, of any trustee or other officer arising in connection with any trust which relates to the Transferred Business; and (d) the Canada Life Shareholder Fund. Transferred Business means the business of Canada Life Ireland (including all activities carried on by Canada Life Ireland in connection with or for the purposes of such business, but excluding the Excluded Assets); Transferred Liabilities means all liabilities and obligations (whether current or future, certain or contingent) of Canada Life Ireland as at the Effective Date, including for the avoidance of doubt, such liabilities and obligations arising under or by virtue of any contract, and including all such liabilities under the Transferred Policies but excluding: (a) taxation attributable to the transfer of the Transferred Business, whenever incurred, and, the Residual Liabilities and any liability or obligation arising in connection with any of the Excluded Assets; Transferred Policies means every Policy included on the register of policies kept by Canada Life Ireland in respect of the Business at the Effective Date and every application received by Canada Life Ireland and outstanding on the Effective Date which, if accepted by Canada Life Ireland, would have constituted a Policy on such register, and Transferred Policy shall be construed accordingly. In this Scheme property includes property, rights and powers of every description; liabilities includes duties and obligations; and transfer includes (as the context may require) assign or assignment, dispose or disposal and convey or conveyance. Any reference in this Scheme to an enactment or a statutory provision shall be deemed to include that enactment or statutory provision as amended, varied or re-enacted from time to time. Unless the context otherwise requires, any reference in this Scheme to a paragraph or subparagraph or to an Appendix shall be a reference to a paragraph or sub-paragraph of, or to an Appendix to, this Scheme, and any reference in a paragraph to a sub-paragraph shall be a reference to a sub-paragraph of that paragraph. 3. Transfer of Liabilities 3.1 (a) On the Effective Date, the Transferred Liabilities shall be fully and effectively transferred to and become liabilities of Irish Life to the intent that (subject to paragraphs 5 and 6) they shall form part of the Irish Life Assurance Fund or the Irish Life Shareholder Fund (as appropriate). On each Subsequent Transfer Date, each Residual Liability to which such Subsequent Transfer Date applies shall be fully and effectively transferred to and become liabilities of Irish Life to the intent that (subject to paragraphs 5 and 6) they shall form part of the Irish Life Assurance Fund or the Irish Life Shareholder Fund (as appropriate)

16 (a) Irish Life shall discharge on behalf of Canada Life Ireland or, failing that, shall indemnify Canada Life Ireland from and after the Effective Date against all Transferred Liabilities and Residual Liabilities which are not or are not capable of being transferred on the Effective Date or, as the case may be, the relevant Subsequent Transfer Date by this Scheme or by any vesting order pursuant to section 36 of the 1989 Act, until the relevant liability is transferred to or becomes a liability of Irish Life. Any liability incurred by Irish Life in indemnifying Canada Life Ireland in accordance with paragraph 2.2(a) above shall be charged to the relevant fund or Sub-Fund of Irish Life in accordance with paragraph Transfer of Assets 4.1 (a) On the Effective Date: (i) (ii) Irish Life shall become entitled to all the rights and powers of Canada Life Ireland whatsoever subsisting on the Effective Date under or by virtue of the Transferred Policies; and the Transferred Assets shall (subject only to paragraph 3.3) be fully and effectively transferred to Irish Life to the intent that the Transferred Assets shall by virtue of this Scheme vest in and (subject to paragraphs 5 and 6) form part of the Irish Life Assurance Fund or Irish Life Shareholder Fund (as appropriate) but subject to all mortgages, charges and encumbrances (if any) affecting such Transferred Assets. On each Subsequent Transfer Date, each Residual Asset to which such Subsequent Transfer Date applies shall (subject to paragraphs 3.3 and 3.6) be transferred to Irish Life to the intent that each such Residual Asset shall vest in and (subject to paragraphs 5 and 6) form part of the Irish Life Assurance Fund or Irish Life Shareholder Fund (as appropriate) but subject to all mortgages charges and encumbrances (if any) affecting such Residual Asset. 4.2 Irish Life shall accept without investigation or requisition such title as Canada Life Ireland shall have at the Effective Date to the Transferred Assets and at each Subsequent Transfer Date to the Residual Asset transferred on that Subsequent Transfer Date. 4.3 If, by reason of it being outside or not subject to the jurisdiction of the Court or for any other reason: (a) any Transferred Asset or any Residual Asset is not, or is not capable of being, fully and effectively transferred on the Effective Date by any vesting order pursuant to section 36 of the 1989 Act; or any Residual Asset is not, or is not capable of being, fully and effectively transferred by any such vesting order on the Subsequent Transfer Date applicable thereto; Canada Life Ireland shall hold such asset as trustee for Irish Life and shall be subject to Irish Life s directions in respect thereof, in the case of any such Transferred Asset, from and after the Effective Date and, in the case of any such Residual Asset, from and after the relevant Subsequent Transfer Date, until the relevant asset is fully and effectively transferred to or otherwise vested in Irish Life, and in no case shall any such asset be available to meet any liability of Canada Life Ireland. 16

17 4.4 Irish Life and Canada Life Ireland shall promptly take such steps and execute such documents as may be requisite as and when appropriate to effect or perfect the transfer to Irish Life of any Transferred Asset or Residual Asset to which paragraph 3.3 applies. 4.5 In the event of any payment being made to or right being conferred upon Canada Life Ireland after the Effective Date in respect of any of the Transferred Assets, or, after the relevant Subsequent Transfer Date, in respect of any of the Residual Assets, Canada Life Ireland shall as soon as is reasonably practicable after its receipt pay over the amount of such payment or transfer such right (if in freely transferable form) to, or in accordance with, the directions of Irish Life. 4.6 Excluded Assets shall not be transferred pursuant to this Scheme. 5. Continuity 5.1 Subject to paragraph 2, the Transferred Business shall by Order of the Court and without any further act or instrument be transferred to and vest in Irish Life in accordance with this Scheme for all the estate and interest therein of Canada Life Ireland but subject to all mortgages, charges and encumbrances (if any) then affecting any asset comprised therein, and the Transferred Liabilities and Residual Liabilities of Canada Life Ireland to be transferred to Irish Life pursuant to paragraph 2 shall likewise (but subject to the terms of any Order which may be made by the Court under section 36 of the 1989 Act in connection with this Scheme) become liabilities and obligations of Irish Life and shall cease to be liabilities and obligations of Canada Life Ireland. 5.2 Subject to the terms of any Order which may be made by the Court under section 36 of the 1989 Act in connection with this Scheme, if any proceedings shall be pending by or against Canada Life Ireland (a) on the Effective Date otherwise than in connection with a Residual Asset or a Residual Liability; or on the relevant Subsequent Transfer Date in connection with a Residual Asset or Residual Liability; the same shall be continued by or against Irish Life with effect from the Effective Date or (as the case may be) the relevant Subsequent Transfer Date. 6. Management of Irish Life s Funds and Treatment of Transferred Policies 6.1 General Nothing in this paragraph 5 or in paragraph 2.2 shall or shall be taken to:- (a) (c) limit the availability of the assets from time to time available to Irish Life for sale or exchange or to meet the liabilities which it is obliged by law to meet; prevent or preclude the exchange, at fair market value, of assets (or any part thereof or interest therein) allocated to any Sub-Fund for assets (or any part thereof or interest therein) allocated to another Sub-Fund or for assets allocated to the Irish Life Shareholder Fund; prevent or preclude the establishment and/or maintenance of any Sub-Fund within the Irish Life Assurance Fund; 17

18 (d) prevent Irish Life from transferring in accordance with law, or any applicable contractual terms, any surplus properly subsisting or arising from time to time in the Irish Life Assurance Fund to the Irish Life Shareholder Fund. 6.2 Priority of Provisions The provisions of paragraphs 5.3 to 5.9 (inclusive) are subject to the provisions of paragraph 5.1 and paragraph Establishment and Maintenance of Sub-Funds by Irish Life On and following the Effective Date, Irish Life shall continue to maintain The Irish Life Assurance Ordinary Branch Continuing Fund as a Sub-Fund maintained within the Irish Life Assurance Fund before the Effective Date, and subject as otherwise provided in this paragraph 5, that said Sub-Fund shall continue after the Effective Date to be operated in accordance with the same respective terms in accordance with which it shall have been operated immediately before the Effective Date On and from the Effective Date, Irish Life shall establish and thereafter maintain (subject to the terms of this Scheme) as separate Sub-Funds within the Irish Life Assurance Fund: (1) The Irish Life Assurance Closed Par Sub-Fund (to which will be assigned the assets and liabilities of the Canada Life Ireland Individual Life Closed Par Sub-Fund) (2) The Irish Life Assurance Open Par Sub-Fund (to which will be assigned the assets and liabilities of the Canada Life Ireland Individual Life Open Par Sub-Fund) and subject as otherwise provided in this paragraph 5, each of the said Sub-Funds shall after the Effective Date be operated in accordance with the same respective terms in accordance with which the Canada Life Sub-Fund mentioned in connection therewith shall have been operated immediately before the Effective Date. Furthermore, and without prejudice to the generality of the foregoing, the percentage of any distribution payable to the shareholder in the Irish Life Assurance Open Par Sub-Fund shall continue to be, after the Effective Date, set at such percentage as is set by the Canada Life Group for all Canada Life Assurance Open Par funds Nothing in this Scheme shall prevent Irish Life from changing the name or designation of any Sub-Fund mentioned in paragraph or Application and allocation of Assets and Liabilities (a) All (if any) Transferred Assets and Transferred Liabilities and (subject to paragraphs 2.1 and 3.6) any Residual Assets and Residual Liabilities transferred by this Scheme which do not relate to the Canada Life Assurance Fund or the business associated with the Canada Life Assurance Fund shall be for the account of the Irish Life Shareholder Fund. Subject to paragraphs (c), (d) and (e), amounts relating to any Transferred Asset, Transferred Liability, Residual Asset or Residual Liability arising after the Effective Date shall be debited or (as appropriate) credited to the Irish Life Assurance Fund in the case of amounts relating to such of those assets or liabilities as are for the account of the Irish Life Assurance Fund. 18

19 (c) (d) (e) (f) All (if any) Transferred Assets and Transferred Liabilities and (subject to paragraphs 2.1 and 3.6) any Residual Assets and Residual Liabilities transferred by this Scheme which relate to the Canada Life Ireland Non-Par Sub-Fund, shall be allocated to the Irish Life Assurance Fund, to the intent that such assets and liabilities shall merge with and form part of the assets and liabilities of the Irish Life Assurance Ordinary Branch Continuing Fund. All (if any) Transferred Assets and Transferred Liabilities and (subject to paragraphs 2.1 and 3.6) any Residual Assets and Residual Liabilities transferred by this Scheme which relate to the Canada Life Ireland Individual Life Closed Par Sub-Fund shall be allocated to the Irish Life Assurance Closed Par Sub-Fund. All (if any) Transferred Assets and Transferred Liabilities and (subject to paragraphs 2.1 and 3.6) any Residual Assets and Residual Liabilities transferred by this Scheme which relate to the Canada Life Ireland Individual Life Open Par Sub-Fund, shall be allocated to the Irish Life Assurance Open Par Sub-Fund. As and from the Effective Date, Irish Life shall maintain or, as the case may be, continue to maintain a separate register for the Irish Life Shareholder Fund and for each of the following Sub-Funds of the Irish Life Assurance Fund: (1) the Irish Life Assurance Ordinary Branch Continuing Fund; (2) the Irish Life Assurance Closed Par Sub-Fund; (3) the Irish Life Assurance Open Par Sub-Fund; in respect of the property or assets allocated for the time being to each such Sub-Fund. 6.5 Irish Life Rights in Relation to Transferred Policies Irish Life may: (a) exercise such discretions under the Transferred Policies as are available to be exercised by it under the terms and conditions of those Policies in accordance with the applicable principles, and having regard, as appropriate, to such considerations as are from time to time in use in relation to such business in the Canada Life Group; modify the terms and conditions applicable to any Policy or investment fund, in accordance with the principles, and having regard, as appropriate, to such considerations as are from time to time in use in relation to such business in the Canada Life Group, and subject in every case to the provisions of the applicable Policy conditions and the rules of any relevant investment fund, and where relevant, to the opinion of the Appointed Actuary For the avoidance of doubt, the Irish Life Assurance Closed Par Sub-Fund shall continue to operate in accordance with the terms of the Operating Rules From the Effective Date, Irish Life shall exercise the powers which prior to the Effective Date were exerciseable by Canada Life Ireland to cease to maintain either the Irish Life Assurance Closed Par Sub-Fund or the Irish Life Assurance Open Par Sub-Fund and instead merge such Sub-Fund with the appropriate Fund or Sub-Fund maintained by Irish Life in respect of its policies at the time, in the same circumstances and subject to the same qualifications, 19

20 conditions and provisions as the exercise of each such power by Canada Life Ireland prior to the Effective Date was subject. 6.6 Internal Linked Funds The internal linked funds maintained immediately prior to the Effective Date by Canada Life Ireland in respect of such of the Transferred Policies as are Linked Policies shall, on and from the Effective Date, be maintained by Irish Life and the assets and liabilities appropriated to each Canada Life Ireland linked fund immediately prior to the Effective Date shall, on the Effective Date, remain so appropriated by Irish Life. Any merger of funds and rules of operation (including unit pricing) of the internal linked funds following the Effective Date shall be determined in accordance with paragraph Exercise of Options If any person entitled to do so with respect to a Transferred Policy exercises any option granted under the terms of that Policy and the option provides for a new, additional or replacement Policy to be issued, then such obligation thereby arising may be satisfied by Irish Life by the issue by Irish Life of a Policy or Policies in the Irish Life Assurance Fund, which complies with the terms of such option, or if such Policy or Policies are not available, the issue by Irish Life of the nearest available alternative Policy or Policies. 7. Amalgamation or Division of Sub-Funds and other Amendments 7.1 Subject as permitted by the rules applicable to the relevant Sub-Fund(s), and if applicable, the consent or approval as necessary of the Appointed Actuary, and subject to any consultation or reporting as may be required by the Central Bank of Ireland in respect of any proposal therefor, Irish Life shall remain at liberty to divide the Irish Life Assurance Fund into one or more new Sub-Funds; to amalgamate any such Sub-Fund(s) with any other such Sub-Fund(s), or to divide, amend or add to any such Sub-Fund(s). Upon any such amalgamation, division, amendment or addition taking effect, the provisions of this Scheme shall take effect as amended pursuant to the terms of such amalgamation, division, amendment or addition. The foregoing provisions of this paragraph 6 are without prejudice to the contractual rights of Irish Life under any Policy (including, for the avoidance of doubt, any Transferred Policy). 8. Premiums 8.1 All premiums attributable or referable to Transferred Policies shall on and after the Effective Date be payable to Irish Life and applied upon receipt thereof to the Irish Life Assurance Fund in accordance with paragraph Any mandate or other instruction in force on the Effective Date and providing for the payment by a banker or other intermediary of premiums payable under any of the Transferred Policies shall thereafter take effect as if it had provided for and authorised such payment to Irish Life. 9. Effective Date 9.1 This Scheme shall become effective at hours on 1 January 2014 or such other date as may be specified in an Order of the Court sanctioning this Scheme under section 13 of the 1909 Act and unless this Scheme shall become effective before 31 July 2014, or such later date as Canada Life Ireland and Irish Life may approve and the Court may allow upon the application of either party, it shall lapse. 20

21 9.2 Notwithstanding the provisions of paragraph 8.1, this Scheme shall not become effective unless Canada Life Ireland and Irish Life shall be satisfied as a result of discussions between Canada Life Ireland, Irish Life and the Office of the Revenue Commissioners that there will be no material adverse tax consequence arising from the implementation of this Scheme (other than such tax consequence which the Independent Actuary has deemed does not materially adversely impact the security of benefits for policyholders or their reasonable expectations). 10. Costs and Expenses Canada Life Ireland and Irish Life will each bear their own costs and expenses incurred in connection with the preparation and carrying into effect of this Scheme, with the exception of fees payable to legal advisors, tax advisors and the Independent Actuary associated with the implementation of the Scheme which will be borne by Canada Life Ireland out of the surplus assets (excluding the surplus assets of the Closed Par and Open Par Sub-Funds) of the Business. 11. Modifications or Additions Canada Life Ireland and Irish Life may jointly consent for and on behalf of the parties hereto and all other persons concerned to any modification or addition to this Scheme or to any further condition or provision affecting the same which the Court may approve. Dated 19 July

22 THE HIGH COURT Record No.: 2013 No COS IN THE MATTER OF THE ASSURANCE COMPANIES ACT 1909, THE INSURANCE ACT 1989 AND THE EUROPEAN COMMUNITIES (LIFE ASSURANCE) FRAMEWORK REGULATIONS 1994 AND IN THE MATTER OF A PROPOSED TRANSFER OF INSURANCE BUSINESS BETWEEN CANADA LIFE ASSURANCE (IRELAND) LIMITED and IRISH LIFE ASSURANCE plc PETITION McCann FitzGerald Solicitors for the Petitioners Riverside One Sir John Rogerson s Quay Dublin 2 (CED\ )