2024 Annual Information Form (baif pcc 2024 eng final)
2024
ANNUAL INFORMATION
FORM
Annual Information Form
Table of contents
1.1 Information regarding Power Financial 3
1.2 Documents incorporated by reference 3
1.3 Forward-looking information 4
1.4 Non-IFRS financial measures and Other financial measures 5
2.2 Intercorporate relationships 6
3.2 Development of the business over the last three years 8
Item 4
Narrative Description of the Business 11
4.1
Publicly traded operating companies 11
4.2 Alternative asset investment platforms 14
4.3
Other 14
Item 5
Sustainability 16
Item 6
Risk Factors 17
Item 7
Description of the Share Capital 19
7.1
Power 19
7.2 Power Financial 21
Item 8
Ratings 25
Dividends 27
9.1
Power 27
9.2 Power Financial 27
Item 10
Market for Securities 28
10.1 Power 28
10.2 Power Financial 29
Item 11
Directors and Officers 31
11.1 Directors 31
11.2 Executive and other officers 32
Item 12
Voting Securities 33
Item 13
Committees 34
13.1 Audit Committee 34
Item 14
Interest of Management and Others in Material Transactions 37
Item 15
Transfer Agent 37
Item 16
Experts 37
Item 17
Additional Information 37
ITEM 1 GENERAL INFORMATION
All dollar figures are in Canadian dollars, unless stated otherwise. The information in this Annual Information Form is as at
Abbreviation
Annual Information Form of
Annual Information Form of IGM dated
IGM's Annual InformationForm
Canada Life ChinaAMC Empower
EverWest Frère Group
Great-West Lifeco GBL
IGM
IG Wealth Management
Lion Electric Mackenzie Investments Great-WestLifeco'sMD&A
Management's Discussion and Analysisof IGM dated
IGM's MD&A
Management's Discussion and Analysisof Power dated
Power's MD&A
Nautilus Solar Northleaf Pansolo
1.1 INFORMATION REGARDING POWER FINANCIAL
Power Financial relies on certain of the continuous disclosure documents filed by Power pursuant to an exemption from the requirements of National Instrument 51-102-Continuous Disclosure Obligationsand as provided in the decision of the Autorité des marchés financiers and the
1.2 DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference to the extent specified herein:
-
▪Certain portions of Great-WestLifeco's Annual Information Form;and
-
▪Certain portions of IGM's Annual Information Form.
Portag3 Ventures Limited Partnership Portag3 Ventures II Limited Partnership Portage Ventures III Limited Partnership Portage Ventures
Sagard Credit Partners, LP
Sagard Healthcare Royalty Partners, LP
Abbreviation
Pargesa Holding Parjointco
Portage Ventures I
Portage Ventures II
Portage Ventures III
Portage Ventures IV
Portage Ventures Funds
Power or the Corporation Power Financial
Power Sustainable PSEIP
PSM
Putnam Investments Rockefeller
Sagard Credit Partners I
Sagard Credit Partners II Sagard Healthcare Sagard
SHMI
requirement for Power Financial to file an annual information form provided Power includes disclosure in its annual information form that would be required of Power Financial under Items 6 (Dividends and Distributions), 7 (Description of Capital Structure) and 8 (Market for Securities) of Form 51-102F2-Annual Information Form.
These documents have been prepared by
In addition, certain portions of Power's MD&A,Great-WestLifeco's MD&A and IGM's MD&A are incorporated herein by reference to the extent specified herein. Power's MD&A (containingGreat-WestLifeco's MD&A and IGM's MD&A) is available on SEDAR+ under theCorporation's profile atwww.sedarplus.ca.
1.3 FORWARD-LOOKING INFORMATION
Certain statements in this Annual Information Form, other than statements of historical fact, are forward-looking statements based on certainassumptions and reflect the Corporation's current expectations, or with respect to disclosure regarding the Corporation's public subsidiaries, reflect such subsidiaries' current expectations asdisclosed in their respective annual information forms. Forward-looking statements are provided for the purposes of assisting the reader in understanding the Corporation and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments, and the reader is cautioned that such statements may not be appropriate for other purposes. These statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the Corporation and its subsidiaries including the outlook for North American and international economies for the current fiscal year and subsequent periods, theCorporation's2025 NCIB (as defined herein), the fintech strategy, investment strategies of the investment platforms, capital commitments by the Power group and third parties,GBL'sproposed dividend, GBL'sintent to grow its portfolio and third-party asset management activity, the timing, size and expected impactof GBL's proposed investment in SHMI,the benefits of Great-West Lifeco's internal reinsurance transactions and the Corporation's subsidiaries'disclosed expectations, including in respect of the ongoing obligations resulting from the sale of Putnam Investments to
By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives,strategic goals and priorities will not be achieved. A variety of factors, many of which are beyond the Corporation's and its subsidiaries' control, affectthe operations, performance and results of the Corporation and its subsidiaries and their businesses, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to: the impact or unanticipated impact of general economic, political and market factors in
The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawinga conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditionsand expected future developments and that strategic transactions, acquisitions, divestitures or other growth or optimization strategies will be completed on expected terms, including that any required approvals will be received when and on such terms as are expected, as well as other considerations that are believed to be appropriate in the circumstances, including the availability of cash to complete purchases under the 2025 NCIB, that the list of risks and uncertainties in the previous paragraph, collectively, are not expected to have a material impact on the Corporation and with respect to forward-looking statements of the Corporation's subsidiaries disclosed in this Annual Information Form,that the risks identified by such subsidiaries in their respective MD&A and annual information form are not expected to have a material impact on the Corporation. While the Corporation considers these assumptions to be reasonable based on information currently available to management, they may prove to be incorrect.
Other than as specifically required by applicable Canadian law, the Corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.
Additional information about the risks and uncertainties of the Corporation's business and material factors or assumptions onwhich information contained in forward‐looking statements is based is provided in its disclosure materials, including this Annual Information Form and Power's MD&A, filed with the securities regulatory authorities in
1.4 NON-IFRS FINANCIAL MEASURES AND OTHER FINANCIAL MEASURES
Disclosures incorporated by reference into this Annual Information Form contain certain financial measures (including ratios) that do not have a standard meaning under International Financial Reporting Standards ("IFRS"), as issued by the
This Annual Information Form also includes disclosureof "assets under management and advisement of IGM" and "net asset value reported by GBL", which are used to discuss activities of the Corporation's publicly traded operating companies. Refer to the section entitled "Non-IFRS FinancialMeasures and Other Financial Measures" of IGM's MD&A which can be found inPart Cof Power's MD&A, for a definition of "Assets under management and advisement", and to the section entitled "Other Measures"in Part A of Power's MD&A fora definition of"net asset value reported by GBL","assets under management of alternative asset investment platforms" and "unfunded commitments",which definitions are incorporated herein by reference.
This Annual Information Form also includes disclosure of"market capitalization" and "assets under administration"of Wealthsimple. Refer to thesection entitled "Other Measures" inPart Aof Power's MD&A for a definition of each such term, which definitions are incorporated herein byreference.
See also "
ITEM 2 CORPORATE STRUCTURE
2.1 INCORPORATION
Since
2.2 INTERCORPORATE RELATIONSHIPS
The chart on the following page summarizes Power's corporate structureas at
31, 2024. The chart also omits certain subsidiaries whose primary role is to hold investments in other subsidiaries of the Corporation.
The sections, in each case, entitled "Corporate Structure" ofGreat-WestLifeco's Annual Information Form and IGM's Annual Information Formare incorporated herein by reference.
[a]Based on the Corporation's annual consolidated financial statements for the fiscal year ended
-
[1]The Corporation and
Great-West Lifeco respectively hold a 50.8 per cent interest and a 12.7 per cent interest in SHMI.Refer to the section "Alternativeasset investment platforms". -
[2]The Corporation and
Great-West Lifeco respectively hold a 74.7 per cent interest and a 20.8 per cent interest in PSM. Refer to the Section"Alternativeasset investment platforms". -
[3]As at
December 31, 2024 , 53.5 per cent of the participating equity securities ofGreat-West Lifeco were owned by Power Financial, 3.1 per cent were owned by 3411893Canada Inc. , 6.8 per cent were owned by 3439453Canada Inc. , 3.2 per cent were owned by 4400003Canada Inc. and 1.6 per cent were owned by 11249207Canada Inc. , each an indirectly wholly owned subsidiary of the Corporation. In addition, IGM, an indirect subsidiary of the Corporation, owned 2.4 per cent of the participating equity securities ofGreat-West Lifeco . As atDecember 31, 2024 , the Corporation beneficially owned an aggregate of 635,450,694Great-West Lifeco common shares, excluding those shares which are beneficially owned by IGM, representing approximately 68.2 per cent of the participating equity securities ofGreat-West Lifeco . The Corporation and its subsidiaries, including IGM, own, in the aggregate, voting securities to which are attached 65.0 per cent of the votes attached to all voting securities ofGreat-West Lifeco . -
[4]As at
December 31, 2024 , 59.0 per cent of the participating equity securities of IGM were owned by Power Financial, 2.3 per cent were owned by 3411893Canada Inc. and 0.9 per cent were owned by 4400003Canada Inc. , each an indirect wholly owned subsidiary of the Corporation. In addition, Canada Life, an indirect subsidiary of the Corporation, owned 3.9 per cent of the participating equity securities of IGM. The Corporation and its subsidiaries owned, in the aggregate, voting securities to which are attached approximately 66.1 per cent of the votes attached to all voting securities of IGM. -
[5]Held through
Parjointco , a jointly controlled corporation (50 per cent).Parjointco has a 47.0 per cent voting interest in GBL. Refer to the section"Narrative Description of the Business-Publicly traded operating companies-GBL"for a list ofGBL'sinvestments. -
[6]Includes a controlling interest in the Portage Ventures Funds and Wealthsimple, held through Power Financial,
Great-West Lifeco and IGM. -
[7]Represents a 49.9 per cent non-controlling voting interest. The interest in Northleaf is held through an acquisition vehicle in which
Mackenzie Investments holds an 80 per cent equity interest andGreat-West Lifeco holds a 20 per cent equity interest.
ITEM 3 GENERAL DEVELOPMENT OF THE BUSINESS
3.1 BUSINESS OF POWER
Power is an international management and holding company that focuses on financial services in
As at
Power conducts its investment activities, built upon a network of deep and long-standing relationships, to provide superior returns. Investment activities include investments in alternative asset managers, Sagard and Power Sustainable, investment funds, and interests in
As at
3.2 DEVELOPMENT OF THE BUSINESS OVER THE LAST THREE YEARS
The sections entitled "
The Corporation_____________________________________________________________________________________________________________________________ ________
On
On
On
On
On
On
GBL_____________________________________________________________________________________________________________________________ ________
In 2022, GBL repurchased, directly and through its subsidiaries, 7.6 million shares of its own capital, for a total consideration of €643 million,representing 5.0 per centof GBL's capitalasat
On
During 2023, GBL continued to actively rotate its portfolio, and completed disposals within its portfolio, generating total proceeds of approximately€1.3 billion.
In2023, GBL also repurchased, directly and through its subsidiaries, €816million of its own share capital. On
During 2024, GBL continued to rotate its portfolio, and completed the disposal of a portion of its interest in adidas, reducing its interest from 7.6 per cent as at
In
During 2024, GBL repurchased, directly and through its subsidiaries, 4.3million shares of its own capital for a total consideration of €292 million. During the second quarter of 2024, GBL cancelled 8.3 million of its treasury shares.
As at
Alternative Asset Investment Platforms_____________________________________________________________________________________________________________________________ ________
SAGARD
On
On
In January, 2024, SHMI completed the previously announced transaction to acquire a strategic interest in
On
In the second quarter of 2024, Sagard and
On
10
POWER SUSTAINABLE
On
On
In the first quarter of 2024, Power Sustainable made a strategic decision as part of the realignment of its management business to wind down its
On
Standalone Businesses_____________________________________________________________________________________________________________________________ ________
On
On
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