Bank Holding Company Proposal Regulations

11 (1) Subject to section 13, an application to the Minister to give effect to a proposal shall include

• (a) a copy of the proposal referred to in section 2;

• (b) the resolution of the bank’s board of directors instructing the management of the bank to prepare the proposal;

• (c) the notice of the special meeting referred to in section 4 and the form of proxy and the management proxy circular sent with the notice;

• (d) an independent advisor’s report that states that, with respect to the bank’s shareholders, the consideration, or lack thereof, provided in the proposal is fair from a financial point of view;

• (e) pro forma financial statements and capital adequacy calculations of the bank holding company and all its subsidiaries that are Canadian financial institutions that are referred to in any of paragraphs (a) to (d) of the definition financial institution in section 2 of the Act;

• (f) a business plan of the bank holding company and all its subsidiaries that are referred to in paragraph (e); and

• (g) the special resolution referred to in section 10, accompanied by a certificate of the bank indicating the results of the votes held in respect of the resolution.

(2) The application shall also include an explanation of the reasons why the transactions or other actions referred to in section 2 that would require an approval within the meaning of subsection 973(1) of the Act are necessary or desirable to give effect to the proposal.

(3) The application shall also include a list of any provisions referred to in section 14 despite which the bank seeks approval in order to give effect to the proposal and, with respect to any of those provisions that are referred to in paragraph 14(b), an explanation of the reasons why the bank seeks to proceed despite that provision.