ASSISTED SALES PROGRAMME GUIDE (Ireland)
TABLE OF CONTENTS PAGE 1. General Information...1 2. Assisted Sales Programme...2 3. Transferring Your Shares...4 4. Requesting Share Certificates...5 5. Dividend/Mandate instructions...6 6. Shareholder Communications...6 7. Assisted Sales Programme Terms and Conditions...7 i
1. General Information Computershare Trust Company of Canada ( Computershare Canada ) established a share account for eligible policyholders to hold their shares of Canada Life Financial Corporation ( CLFC ) when The Canada Life Assurance Company demutualised in 1999. If your shares were in the share account, and you received common shares ( Common Shares ), 4.80% Non-Cumulative First Preferred Shares, Series E ( Series E Shares ) and/or 5.90% Non-Cumulative First Preferred Shares, Series F ( Series F Shares, and together with the Common Shares and Series E Shares, Shares ) of Great- West Lifeco Inc. (the Corporation ) upon closing of the combination transaction involving CLFC and the Corporation (the Transaction ), your Shares have been registered in the name of Computershare Canada, as your nominee, and a new share account (a Share Account ) has been established for you. In addition, you will have received one or more Share Ownership Statements in the accompanying package, each listing the number of Common Shares, Series E Shares or Series F Shares, as applicable, held in your Share Account and providing you with your Holder Account Number. Whilst Computershare Canada administers the Share Account in Canada and keeps a record of the number, classes and series of Shares held on your behalf in the account, Computershare Investor Services (Ireland) Limited ( Computershare ) is to assist Computershare Canada in the administration of the Share Account by providing services to the shareholders of the Corporation resident in Ireland. As set out above, this information is shown on your Share Ownership Statements. If a Share Ownership Statement is lost or stolen, you should contact Computershare to request a replacement statement. If you have any questions about the Share Account, you should contact Computershare, as indicated on the back cover of this Guide. When contacting Computershare, you should have your Holder Account Number available, located in the upper right hand corner of your Share Ownership Statement. 1
2. Assisted Sales Programme As a participant in the Share Account, you may use the Assisted Sales Programme to sell your Shares of any class or series. If your Shares cease to be held by Computershare Canada as your nominee in the Share Account you cannot use the Assisted Sales Programme. You can only sell your Shares by using the Assisted Sales Programme if you are selling all of the Shares of a particular class or series held on your behalf in the Share Account. Computershare administers the Assisted Sales Programme pursuant to the Terms and Conditions for the Assisted Sales Programme in Section 7 of this Guide. To utilise the Assisted Sales Programme you will need to: Tear off Form A found on the front of your applicable Share Ownership Statement, complete the form and return it to Computershare. Computershare will not provide investment advice you will have to make your own decision about whether to keep or sell your Shares. If you are unsure as to what action to take, please contact your solicitor, stockbroker, accountant or other independent professional adviser. After you have contacted Computershare to sell your Shares, it will arrange to sell them for you you do not need to retain your own stockbroker. Companies and estates (the representatives of a shareholder who has died), partnerships and other entities wishing to sell their Shares must complete Form A and supply Computershare with any additional documents it requires to authorise the sale of Shares. Please contact Computershare for more information and for the other documents and requirements that might apply. If you are acting under a power of attorney or as a legal guardian, there are additional documents required as well. Please contact Computershare for more information. Once you have requested that your Shares be sold, you cannot cancel or change your request. How your Shares will be sold Shares sold under the Assisted Sales Programme will be pooled with the Shares of the same class or series of other shareholders using the program and sold on the Toronto Stock Exchange through a stockbroker. For example, if you held both Common Shares and Series E Shares, and placed an order to sell your Common Shares, the Common Shares would be pooled with the Common Shares of other shareholders using the program. The Shares will be sold on the next trading day after a Share sale order is received provided that there is, in aggregate, at least 100 Shares of the applicable class or series to be sold on that day. At the latest, all of your Shares will be sold within 5 business days after the sale order has been received and authenticated if there is a market 2
for your Shares. If there is no market for your Shares your Form A will be returned to you. The prices you will receive for your Shares Shares will be sold at the market price (in Canadian dollars) at the time your Shares are sold. You will receive the weighted average price for all Shares of each class or series sold in the applicable pool, less transaction fees (described below) for use of the programme. Because the Assisted Sales Programme operates this way, you will not be able to specify the exact dates on which your Shares are sold or the prices at which they are to be sold. The Canadian dollar price at which your Shares are sold will be converted into Euro at a rate provided by the broker at the time of the sale of your Shares. The prices of your Shares could decrease or increase, and the values of your Shares could change significantly, between the time you request a Share sale and the time your Shares are actually sold. Computershare will post you a cheque for the proceeds (in Euro), less transaction fees, within 2 business days of it receiving the sale proceeds from the sale of your Shares from the broker. Fees to sell your Shares The transaction fee for each sale transaction is currently a fixed fee of 32 per sale order received. The fee will be deducted from your sale proceeds. These fees are generally lower than what you would pay to sell your Shares through a stockbroker. If you choose to sell more than one class or series of your Shares (if applicable), you will incur a transaction fee for each sale. The Corporation is not subsidising the costs of using the Assisted Sales Programme. Availability of the Share Account and Assisted Sales Programme The Corporation may close the Share Account or discontinue the Assisted Sales Programme at any time. If this happens, shareholders with Shares in the Share Account will receive at least 45 days notice and information about other options for holding their Shares. 3
3. Transferring Your Shares If you transfer your Shares of any class or series of Shares you must transfer all of your Shares of the applicable class or series held in the Share Account at the same time, and you will not be entitled to return your Shares of the applicable class or series to the Share Account or use the Assisted Sales Programme in respect of Shares of that class or series. To transfer your Shares you will need to complete a transfer instruction form, which can be requested from Computershare and send it to Computershare together with your applicable Share Ownership Statement (with Form A completed in accordance with Section 4 Requesting Share Certificates). Companies and estates (the representatives of a shareholder who has died), partnerships, legal guardians, holders of a power of attorney and other entities should contact Computershare for more information and for the other documents and requirements that might apply. Computershare will not charge you a fee for transferring your Shares however stamp duty may be payable in certain circumstances. Computershare will use reasonable efforts to process all completed requests to transfer Shares within 5 business days after receiving the request and a Share Certificate will be dispatched to the transferee. Transfers which require further documentation may take longer to process. 4
4. Requesting Share Certificates You may remove your Shares from the Share Account and obtain share certificates at any time evidencing the transfer of the legal interest in the Shares to you. If you request a share certificate, it must be for all of your Shares of a class or series of Shares you cannot keep a portion of your Shares of such class or series in the Share Account. We remind you that if you remove your Shares of a particular class or series from the Share Account, you will not be entitled to return your Shares of the applicable class or series to the Share Account or use the Assisted Sales Programme in respect of Shares of that class or series. How to request share certificate Tear off Form A found on the front of your applicable Share Ownership Statement, complete the form and return it to Computershare. In order for the request to be valid, the form must be signed by you and by any other owners of the Shares, as indicated on your Share Ownership Statement. Companies and estates (the representatives of a shareholder who has died), partnerships and other entities wishing to request share certificates may only do so by mail because Computershare requires additional documents for that purpose. Please contact Computershare for more information and for the other documents and requirements that might apply. If you are acting under a power of attorney or as a legal guardian, there are additional documents required as well. Please contact Computershare for more information. Once you have requested a share certificate, you cannot cancel your request. Computershare will post your share certificates to the address recorded on the register maintained by Computershare Canada in relation to the administration of the Share Account. Fees for obtaining share certificates No fee will be charged to obtain share certificates. 5
5. Dividend/Mandate instructions The payment of dividends will be effected by Computershare by cheque [in Euro] to the address recorded on the register maintained by Computershare Canada in relation to the administration of the Share Account. 6. Shareholder Communications As a shareholder holding Shares in the Share Account, you are entitled to receive notices of shareholder meetings, information circulars, proxy forms, annual audited financial statements, quarterly unaudited financial statements and other information that the Corporation is required by law to send to its shareholders. To receive the above information, you must provide written instructions to Computershare. In particular, you will be sent a Shareholder Communication Instructions Form on an annual basis which you should complete and return to request material relating to annual meetings of shareholders. The meeting material will include a Request for Quarterly Reports form for shareholders to request quarterly financial reports. If you do not wish to receive any of the above information, you do not need to provide any instructions you will not receive any unless the Corporation is required by law to send the information to you. If you remove your Shares from the Share Account and obtain share certificates registered in your name, you will automatically receive the information that the Corporation is required by law to send to you. 6
7. Assisted Sales Programme Terms and Conditions TERMS AND CONDITIONS FOR THE IRELAND ASSISTED SALES PROGRAMME RELATING TO GREAT-WEST LIFECO INC. We will provide this assisted sales programme (the service ) to you if you hold Shares in a Share Account of Great-West Lifeco Inc. ( the Corporation ) and are an individual aged 18 years and over and are resident in Ireland. This service is offered on an execution only basis. You should ensure it meets your own requirements. These terms and conditions do not constitute a recommendation to buy, sell or hold Shares. If you are unsure of what action to take you should consult an appropriate professional adviser. Please note that the value of shares and the income from them may go down as well as up, which may result in you receiving less than you originally invested. Definitions broker means any stockbroker whom we may use from time to time to sell shares in connection with this service; business day means any day on which the Toronto Stock Exchange is open for trading; ; professional adviser means your solicitor, stockbroker, accountant or other independent financial adviser; and us/we means Computershare Investor Services (Ireland) Limited Selling your Shares You can instruct us to sell your Shares by filling in the appropriate box on Form A of your Share Ownership Statement and by sending it to us in the post together with any supporting documentation (e.g. any power of attorney or marriage certificate). When you give us an instruction to sell your Shares you warrant to us that no other person has any rights, interests or charges in or over your Shares. How and when we will sell your Shares We will effect the sale of your Shares for you within five business days of receipt and acceptance of your completed Form A of your Share Ownership Statement provided that there is a market for your Shares. If we are unable to effect the sale of your Shares within 5 business days of receipt of your instruction, your Form A will be returned to you. We will use the services of a registered broker to place the order with the market. 7
You are not able to specify the price or a minimum price at which Shares are to be sold for you. The Shares will be sold at a price in Canadian dollars and converted to Euro at such rate of exchange provided by the broker at the time of the sale. We will receive sale proceeds payable on the transaction from the broker upon settlement of the sale on the settlement date. The settlement date will normally be 3 business days following the date of the trade. We will not make any payment to you until we have received the settlement money from the broker. We will deduct our fees from the sale proceeds and send you the balance If you receive a benefit (e.g. a dividend), which relates to Shares you have sold, you may have to account for this benefit to the new owner of the Shares. We will contact you if we are aware that this is necessary. If we are aware of a claim at the time when we receive the money we may deduct any relevant amount from the proceeds of sale and pay the equivalent amount to the new owner of the Shares. Upon receipt of the sale proceeds from the broker, we will make payment by cheque in Euro, to the holder of the Shares (or the first named holder in the case of joint holders). We will not accept any instructions to make cheques payable to anyone other than the person(s) whose name appeared on the Share Ownership Statement. General provisions relating to selling Shares The decision to sell Shares will be your sole responsibility. The price of Shares and the rate of exchange may fluctuate while your instruction is in the post and in the period after we receive it but before it is executed. We are required to obtain the best price reasonably available at the time the sale is effected. Accordingly we may delay the execution of all or part of the order until the next business day after the instruction is received. We reserve the right not to accept instructions which are not given on Form A of your Share Ownership Statement, or which have not been properly completed. Any forms, which we reject, will be returned to you. We do not accept instructions, which are given by fax, e-mail, telephone or on photocopied forms. We may choose not to act on any particular sale instruction. We will notify you in writing should we and/or the broker decide not to accept a particular instruction. You may not cancel or amend any instructions to sell Shares once such instructions have been posted. Instructions, which are received on a day, which is not a business day, will be treated as having arrived on the next business day. 8
We are entitled to deduct the fees payable on a sale of Shares. If you are sending an instruction under a power of attorney you should indicate this fact and enclose the original power of attorney or a copy certified by a solicitor or notary public, which will be inspected and returned to you. We may aggregate your order with orders we receive from other clients using this service. The broker may also aggregate the order we provide to him with orders from its other clients. This may result in a more or less favourable price than if your order had been executed separately. If the broker executes a number of orders for us on a particular day then he/we may average the price obtained for all the orders if different orders were dealt at different prices and you are entitled to the weighted average. You will be sent an advice note within 2 business days of the execution of the sale of Shares. The advice note will detail the number of Shares sold on your behalf. Liability We will take reasonable care in operating the service, and will be responsible to you for any losses or expenses (including loss of Shares) suffered or incurred by you as a direct result of our negligence, wilful default or fraud. We do not accept liability for any indirect or consequential loss suffered by you or for any loss, which does not arise as a result of our negligence, wilful default or fraud or as a result of any breach of these terms and conditions by us. We will take reasonable care in the selection and continued use of the broker but we do not accept any responsibility for any losses or expenses suffered or incurred by you as a result of any acts or omissions by the broker. Nothing in these terms and conditions restricts any rights you may have under the rules of the IFSRA or under the Investment Intermediaries Act, 1995. Contacting each other All notices and other communications which you send us should be addressed to Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland. We will send all documents and cheques to the address recorded in the register maintained by Computershare Canada in relation to the administration of the Share Account. Any documents or cheques sent to you will be sent at your risk and we accept no liability after dispatch of any document or cheque to you. 9
General We reserve the right to delay taking any action on any particular instructions from you if we consider that we need to do so to obtain further information from you or to comply with any legal or regulatory requirement binding on us (including the obtaining of evidence of identity to comply with money laundering regulations), or to investigate any concerns we may have about the validity of or any other matter relating to the instruction. We will not do, or refrain from doing, anything which would, or might in our judgement, break any relevant laws, rules, regulations or codes or risk exposing us to criticism for behaving improperly or not acting in accordance with good market practice. All monies which are held for you will be held in a designated client asset bank account which we maintain for clients of this service. You authorise us to pool any client money we hold on your behalf in the provision of this service into any relevant omnibus bank accounts set up in accordance with the Central Bank of Ireland s Client Asset. You understand and accept that by pooling your client money with those of other clients that you retain all rights you have as the legal owner of the monies. When client funds are held in a pooled account there exists the potential for the assets to be distributed on a pro rata basis among all benefi cial owners in the pool in the event of liquidation, or a shortfall arising in the pool of client assets. This means that you may share pro rata in that shortfall. All monies which are held for you in connection with this Service will be held in a designated client asset bank account which we maintain for clients of this service. If, for operational purposes we are required to do so, you authorise us to maintain your client money in a bank based in a jurisdiction outside Ireland. We will take all reasonable steps to protect the client money in accordance with the local equivalent law and rules with regard to how your client money is treated. We will not pay interest on client s held on your behalf. Cash fractions arising in respect of money due to you are rounded down and we keep the difference for our own benefit. We may change these terms and conditions from time to time upon giving you 30 days notice in advance of any such change taking effect. No change will affect any completed sale or any instruction received but not completed by the date of the change. These terms and conditions are governed by and shall be construed in accordance with the law of Ireland. 10
Data Protection Notice Any personal data that we obtain from you in providing this service will be held by us in accordance with the relevant legislation. We will only hold, use or otherwise process such of your personal data as is necessary to provide you with the service. By signing Form A on your Ownership Statement you give your consent to any disclosure by Computershare for the purposes of Section 8 of the Data Protection Act, 1988. To any person if that person has legal or regulatory powers over us; To the broker or any other person or body in order to facilitate the provision of the service. You have a right to request to view the information that we hold on you. We may charge you a small fee for providing you access to this information. Complaints Computershare has a procedure to help it resolve all complaints from its customers effectively. If you have any complaints about the service provided to you, you should write to Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland. Computershare is a member of the Investor Compensation Scheme, which was established under the Investor Compensation Act, 1998. The Investor Compensation Act, 1998 provides for the establishment of a compensation scheme and the payment, in certain circumstances, of compensation to certain clients (known as eligible investors) of authorised investment firms, as defined in that Act. Compensation is payable where it appears to IFSRA that an investment firm is unable for the time being, for reasons which are directly related to its financial circumstances, to meet its obligations arising from claims by clients and to have no reasonably foreseeable opportunity of being able to do so. Where an entitlement to compensation is established, the compensation payable will be the lesser of 90% per cent of the amount of the client s loss which is recognised for the purposes of the Investor Compensation Act, 1998; or compensation of up to 20,000. These terms and conditions were issued by Computershare Investor Services (Ireland) Limited Registered in Ireland No 239353. Computershare Investor Services (Ireland) Limited is authorised by the Irish Financial Services Regulatory Authority under the Investment Intermediaries Act, 1995. 11
Contact Information Computershare Investor Services (Ireland) Limited P.O. Box 954, Heron House, Corrig Road Sandyford Industrial Estate, Dublin 18 Telephone: 353 1 216 3100 Email: web.queries@computershare.ie