Cooperative Credit Associations Act

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Sections3,479

• 1Short title

  This Act may be cited as the Cooperative Credit Associations Act.

• 2Definitions

  In this Act,

• 2[p2]

  affairs, with respect to an association, means the relationships among the association and its affiliates and the members, shareholders, directors and officers of the association and its affiliates, but does not include the business of the association or any of its affiliates; (affaires internes)

• 2[p3]

  affiliate means an entity that is affiliated with another entity within the meaning of section 6; (groupe)

• 2[p4]

  Agency means the Financial Consumer Agency of Canada established under section 3 of the Financial Consumer Agency of Canada Act; (Agence)

• 2[p5]

  annual statement means the annual financial statement of an association within the meaning of paragraph 292(1)(a); (rapport annuel)

• 2[p6]

  association means a body corporate referred to in section 14; (association)

• 2[p7]

  auditor includes a firm of accountants; (vérificateur)

• 2[p8]

  bearer, in relation to a security, means the person in possession of a security payable to bearer or endorsed in blank; (porteur)

• 2[p9]

  bearer form, in respect of a security, means a security in bearer form as determined in accordance with subsection 90(2); (titre au porteur)

• 2[p10]

  beneficial ownership includes ownership through one or more trustees, legal representatives, agents or other intermediaries; (véritable propriétaire et propriété effective)

• 2[p11]

  body corporate means an incorporated body wherever or however incorporated; (personne morale)

• 2[p12]

  branch, in respect of an association, means an agency, the head office and any other office of the association; (bureau)

• 2[p13]

  Canadian financial institution means a financial institution that is incorporated or formed by or under an Act of Parliament or of the legislature of a province; (institution financière canadienne)

• 2[p14]

  central cooperative credit society means a cooperative credit society incorporated by or under an Act of the legislature of a province, one of whose principal purposes is to provide liquidity support to local cooperative credit societies, and but does not include a deposit protection agency; (coopérative de crédit centrale ou centrale)

• 2[p14](a)

  whose membership consists wholly or primarily of local cooperative credit societies, or

• 2[p14](b)

  whose directors are wholly or primarily persons elected or appointed by local cooperative credit societies,

• 2[p17]

  central securities register or securities register means the register referred to in section 245; (registre central des valeurs mobilières ou registre des valeurs mobilières)

• 2[p18]

  Commissioner means the Commissioner of the Financial Consumer Agency of Canada appointed under section 4 of the Financial Consumer Agency of Canada Act; (commissaire)

• 2[p19]

  common-law partner, in relation to an individual, means a person who is cohabiting with the individual in a conjugal relationship, having so cohabited for a period of at least one year; (conjoint de fait)

• 2[p20]

  complainant, in relation to an association or any matter concerning an association, means

• 2[p20](a)

  a member or former member of an association,

• 2[p20](b)

  a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of an association or any of its affiliates,

• 2[p20](c)

  a director or an officer, or a former director or officer, of an association or any of its affiliates, or

• 2[p20](d)

  any other person who, in the discretion of a court, is a proper person to make an application under section 318, 322 or 469; (plaignant)

• 2[p25]

  consumer provision means a provision referred to in paragraph (b) or (b.1) of the definition consumer provision in section 2 of the Financial Consumer Agency of Canada Act; (disposition visant les consommateurs)

• 2[p26]

  cooperative credit society means a cooperative corporation one of whose principal purposes is to provide financial services to its members; (coopérative de crédit)

• 2[p27]

  cooperative corporation means a body corporate organized and operated on cooperative principles; (coopérative)

• 2[p28]

  court means

• 2[p28](a)

  in the Province of Ontario, the Superior Court of Justice,

• 2[p28](b)

  in the Province of Quebec, the Superior Court of the Province,

• 2[p28](c)

  in the Provinces of Nova Scotia, British Columbia, and Prince Edward Island, the Supreme Court of the Province,

• 2[p28](d)

  in the Provinces of New Brunswick, Manitoba, Saskatchewan and Alberta, the Court of Queen’s Bench for the Province,

• 2[p28](e)

  in the Province of Newfoundland and Labrador, the Trial Division of the Supreme Court of the Province, and

• 2[p28](f)

  the Supreme Court of Yukon, the Supreme Court of the Northwest Territories and the Nunavut Court of Justice; (tribunal)

• 2[p35]

  court of appeal means the court to which an appeal lies from a decision or order of a court; (cour d’appel)

• 2[p36]

  debt obligation means a bond, debenture, note or other evidence of indebtedness of an entity, whether secured or unsecured; (titre de créance)

• 2[p37]

  delegate means a natural person appointed or elected to represent a member of an association at a meeting of members; (délégué)

• 2[p38]

  deposit protection agency means an entity established

• 2[p38](a)

  to provide or administer a stabilization or mutual aid fund for local cooperative credit societies,

• 2[p38](b)

  to assist in the payment of any losses incurred by the members of a local cooperative credit society in the liquidation of the society, or

• 2[p38](c)

  to provide deposit insurance for members of local cooperative credit societies; (agence d’assurance-dépôts)

• 2[p42]

  director means a natural person occupying the position of director, by whatever name called, of a body corporate, and board of directors or directors refers to the directors of a body corporate as a body; (administrateur, conseil d’administration ou conseil)

• 2[p43]

  entity means a body corporate, trust, partnership, fund, an unincorporated organization, Her Majesty in right of Canada or of a province, an agency of Her Majesty in either of such rights and the government of a foreign country or any political subdivision thereof and any agency thereof; (entité)

• 2[p44]

  federal credit union has the same meaning as in section 2 of the Bank Act; (coopérative de crédit fédérale)

• 2[p45]

  federal league means a cooperative corporation incorporated under an Act of Parliament whose membership consists wholly or primarily of federal credit unions and whose principal purpose is the provision of administrative, technical, research and consultative services, and goods related to those services, to any cooperative credit society or to persons intending to organize or operate such a society; (confédération fédérale)

• 2[p46]

  fiduciary means any person acting in a fiduciary capacity, and includes a personal representative of a deceased person; (représentant)

• 2[p47]

  financial institution means

• 2[p47](a)

  an association,

• 2[p47](b)

  a bank or an authorized foreign bank within the meaning of section 2 of the Bank Act,

• 2[p47](c)

  a body corporate to which the Trust and Loan Companies Act applies,

• 2[p47](d)

  an insurance company or a fraternal benefit society incorporated or formed under the Insurance Companies Act,

• 2[p47](e)

  a trust, loan or insurance corporation incorporated by or under an Act of the legislature of a province,

• 2[p47](f)

  a cooperative credit society incorporated and regulated by or under an Act of the legislature of a province,

• 2[p47](g)

  an entity that is incorporated or formed by or under an Act of Parliament or of the legislature of a province and that is primarily engaged in dealing in securities, including portfolio management and investment counselling, and

• 2[p47](h)

  a foreign institution; (institution financière)

• 2[p56]

  foreign institution means an entity that is

• 2[p56](a)

  engaged in the business of banking, the trust, loan or insurance business, the business of a cooperative credit society or the business of dealing in securities or is otherwise engaged primarily in the business of providing financial services, and

• 2[p56](b)

  incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province; (institution étrangère)

• 2[p59]

  former Act means the Cooperative Credit Associations Act, chapter C-41 of the Revised Statutes of Canada, 1985; (loi antérieure)

• 2[p60]

  former-Act association means the Canadian Co-operative Credit Society Limited, a corporation incorporated by chapter 58 of the Statutes of Canada, 1952-53; (association antérieure)

• 2[p61]

  form of proxy means a written or printed form that, when completed and executed by or on behalf of a shareholder, constitutes a proxy; (formulaire de procuration)

• 2[p62]

  guarantee includes a letter of credit; (garantie)

• 2[p63]

  head office means the office required to be maintained by an association pursuant to section 234; (siège)

• 2[p64]

  holder means

• 2[p64](a)

  in respect of a security certificate, the person in possession of the certificate issued or endorsed to that person or to bearer or in blank,

• 2[p64](b)

  in respect of the ownership of a membership share, the person referred to in section 7, and

• 2[p64](c)

  in respect of the ownership of a share, the shareholder of the share within the meaning of section 8; (détenteur)

• 2[p68]

  holding body corporate means a holding body corporate within the meaning of section 4; (société mère)

• 2[p69]

  incorporated, when used with reference to a body corporate that is incorporated by or under an Act of Parliament or of the legislature of a province, also refers to a body corporate that is continued by or under any such Act; (constitué en personne morale ou constitué)

• 2[p70]

  incorporating instrument means the special Act, letters patent, instrument of continuance or other constating instrument by which a body corporate was incorporated or continued and includes any amendment to or restatement of the constating instrument; (acte constitutif)

• 2[p71]

  incorporator, in relation to an association, means a person who applied for letters patent to incorporate the association; (fondateur)

• 2[p72]

  issuer, in respect of a security, means the entity that issues or issued the security; (émetteur)

• 2[p73]Repealed

  league[Repealed, 2014, c. 39, s. 278]

• 2[p74]

  letters patent, in respect of an instrument authorized to be issued under this Act, means letters patent in a form approved by the Superintendent; (lettres patentes)

• 2[p75]

  local cooperative credit society means a cooperative credit society incorporated by or under an Act of the legislature of a province

• 2[p75](a)

  whose members consist substantially of individuals, and

• 2[p75](b)

  whose principal purpose is to receive deposits from, and make loans to, its members; (coopérative de crédit locale ou coopérative locale)

• 2[p78]

  member, in respect of an association, means a person who is a member of the association; (Version anglaise seulement)

• 2[p79]

  members register means the register referred to in section 49; (registre des associés)

• 2[p80]

  membership share means an interest in the equity of an association that confers the rights referred to in subsection 67(2); (parts sociales)

• 2[p81]

  Minister means the Minister of Finance; (ministre)

• 2[p82]

  minor has the same meaning as in the applicable provincial law and in the absence of any such law has the same meaning as the word “child” in the United Nations Convention on the Rights of the Child adopted in the United Nations General Assembly on November 20, 1989; (mineur)

• 2[p83]

  officer means

• 2[p83](a)

  in relation to a body corporate, a chief executive officer, president, vice-president, secretary, controller, treasurer and any other natural person designated as an officer of the body corporate by by-law or by resolution of the directors of the body corporate, and

• 2[p83](b)

  in relation to any other entity, any natural person designated as an officer of the entity by by-law, by resolution of the members thereof or otherwise; (dirigeant)

• 2[p86]

  order form, in respect of a security, means a security in order form as determined in accordance with subsection 90(3); (titre à ordre)

• 2[p87]

  ordinary resolution means a resolution passed by a majority of the votes cast by or on behalf of the members who voted in respect of the resolution; (résolution ordinaire)

• 2[p88]

  patronage allocation means an amount that an association allocates among and credits or pays to its members or to its member and non-member patrons based on the business done by them with or through the association, and includes

• 2[p88](a)

  a patronage refund, and

• 2[p88](b)

  an allocation in proportion to borrowing; (ristourne)

• 2[p91]

  person means a natural person, an entity or a personal representative; (personne)

• 2[p92]

  personal representative means a person who stands in place of and represents another person and, without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, an executor, an administrator, a committee, a guardian, a tutor, a curator, an assignee, a receiver, an agent or an attorney of any person, but does not include a delegate; (représentant personnel)

• 2[p93]

  prescribed means prescribed by regulation; (Version anglaise seulement)

• 2[p94]

  provincial league means a cooperative corporation incorporated under an Act of the legislature of a province whose membership consists wholly or primarily of local cooperative credit societies and whose principal purpose is the provision of administrative, technical, research and consultative services, and goods related to those services, to any cooperative credit society or to persons intending to organize or operate such a society; (confédération provinciale)

• 2[p95]

  proxy means a completed and executed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders; (procuration)

• 2[p96]

  proxyholder means the person appointed by proxy to attend and act on behalf of a shareholder at a meeting of shareholders; (fondé de pouvoir)

• 2[p97]

  real property includes a leasehold interest in real property; (biens immeubles)

• 2[p98]

  recorded address means

• 2[p98](a)

  in relation to a member of an association, the latest postal address of the member according to the members register of the association,

• 2[p98](b)

  in relation to a shareholder of an association, the latest postal address of the person according to the central securities register of the association, and

• 2[p98](c)

  in relation to any other person in respect of a retail association, the latest postal address of the person according to the records of the branch concerned; (adresse enregistrée)

• 2[p102]

  registered form, in respect of a security, means a security in registered form as determined in accordance with subsection 90(4); (titre nominatif)

• 2[p103]

  regulatory capital, in respect of an association, has the meaning given to that expression by the regulations; (capital réglementaire)

• 2[p104]

  resident Canadian means a natural person who is

• 2[p104](a)

  a Canadian citizen ordinarily resident in Canada,

• 2[p104](b)

  a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or

• 2[p104](c)

  a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which the individual first became eligible to apply for Canadian citizenship; (résident canadien)

• 2[p108]

  residential property means real property consisting of buildings that are used, or are to be used, to the extent of at least one half of the floor space thereof, as one or more private dwellings; (immeuble résidentiel)

• 2[p109]

  retail association, for the purpose of any particular provision of this Act, means an association as defined in the regulations; (association de détail)

• 2[p110]

  securities underwriter means a person who, as principal, agrees to purchase securities with a view to the distribution of the securities or who, as agent for a body corporate or other person, offers for sale or sells securities in connection with a distribution of the securities, and includes a person who participates, directly or indirectly, in a distribution of securities, other than a person whose interest in the distribution of securities is limited to receiving a distributor’s or seller’s commission payable by a securities underwriter; (souscripteur à forfait)

• 2[p111]

  security means

• 2[p111](a)

  in relation to a body corporate, a share of any class of shares of the body corporate or a debt obligation of the body corporate, and includes a warrant of the body corporate, but does not include a deposit with a financial institution or any instrument evidencing such a deposit or, for greater certainty, a membership share, and

• 2[p111](b)

  in relation to any other entity, any ownership interest in or debt obligation of the entity; (titre ou valeur mobilière)

• 2[p114]

  security interest means an interest in or charge on property by way of mortgage, lien, pledge or otherwise taken by a creditor or guarantor to secure the payment or performance of an obligation; (sûreté)

• 2[p115]

  send includes deliver; (envoyer)

• 2[p116]

  series, in respect of shares, means a division of a class of shares; (série)

• 2[p117]

  share does not include a membership share; (Version anglaise seulement)

• 2[p118]

  significant interest means a significant interest determined in accordance with section 9; (intérêt substantiel)

• 2[p119]

  special resolution means a resolution passed by a majority of not less than two thirds of the votes cast by or on behalf of the persons who voted in respect of that resolution; (résolution extraordinaire)

• 2[p120]

  subordinated indebtedness means an instrument evidencing an indebtedness of an association that by its terms provides that the indebtedness will, in the event of the insolvency or winding-up of the association, be subordinate in right of payment to all deposit liabilities of the association and all other liabilities of the association except those that, by their terms, rank equally with or are subordinate to such indebtedness; (titre secondaire)

• 2[p121]

  subsidiary means an entity that is a subsidiary of another entity within the meaning of section 5; (filiale)

• 2[p122]

  substantial investment means a substantial investment determined in accordance with section 12; (intérêt de groupe financier)

• 2[p123]

  Superintendent means the Superintendent of Financial Institutions appointed pursuant to the Office of the Superintendent of Financial Institutions Act; (surintendant)

• 2[p124]

  trade, in respect of securities, means any sale or disposition of securities for valuable consideration; (opération)

• 2[p125]

  transfer, in respect of securities, includes a transmission by operation of law; (transfert)

• 2[p126]

  voting share means a share of any class of shares of a body corporate carrying voting rights under all circumstances or by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled. (action avec droit de vote)

• 2.1Regulations — distributing association
• 2.1(1)

  The Governor in Council may make regulations respecting the determination of what constitutes a distributing association for the purposes of this Act.

• 2.1(2)Exemption — association

  On the application of an association, the Superintendent may determine that it is not or was not a distributing association if the Superintendent is satisfied that the determination would not prejudice any of its security holders.

• 2.1(3)Exemption — class of associations

  The Superintendent may determine that members of a class of associations are not or were not distributing associations if the Superintendent is satisfied that the determination would not prejudice any security holder of a member of the class.

• 3Control
• 3(1)

  For the purposes of this Act,

• 3(1)(a)

  a person controls a body corporate if securities of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;

• 3(1)(b)

  a person controls an unincorporated entity, other than a limited partnership, if more than 50 per cent of the ownership interests, however designated, into which the entity is divided are beneficially owned by that person and the person is able to direct the business and affairs of the entity;

• 3(1)(c)

  the general partner of a limited partnership controls the limited partnership;

• 3(1)(d)

  a person controls a cooperative corporation if the person has the right to exercise more than 50 per cent of the votes that may be cast at an annual meeting or to appoint or elect the majority of the directors of the corporation; and

• 3(1)(e)

  a person controls an entity if the person has any direct or indirect influence that, if exercised, would result in control in fact of the entity.

• 3(2)Deemed control

  A person who controls an entity is deemed to control any entity that is controlled, or deemed to be controlled, by the entity.

• 3(3)Deemed control

  A person is deemed to control, within the meaning of paragraph (1)(a), (b) or (d), an entity if the aggregate of is such that, if that person and all of the entities referred to in paragraph (b) that beneficially own securities of the entity were one person, that person would control the entity.

• 3(3)(a)

  any securities of the entity that are beneficially owned by that person, and

• 3(3)(b)

  any securities of the entity that are beneficially owned by any entity controlled by that person

• 3(4)Guidelines

  The Minister may, for any purpose of any provision of this Act that refers to control within the meaning of paragraph (1)(e), make guidelines respecting what constitutes such control, including guidelines describing the policy objectives that the guidelines and the relevant provisions of the Act are intended to achieve and, if any such guidelines are made, the reference to paragraph (1)(e) in that provision shall be interpreted in accordance with the guidelines.

• 4Holding body corporate

  A body corporate is the holding body corporate of any entity that is its subsidiary.

• 5Subsidiary

  An entity is a subsidiary of another entity if it is controlled by the other entity.

• 6Affiliated entities
• 6(1)

  One entity is affiliated with another entity if one of them is controlled by the other or both are controlled by the same person.

• 6(2)Repealed

  [Repealed, 2001, c. 9, s. 251]

• 7Member
• 7(1)

  For the purposes of this Act, a person is a holder of a membership share of an association when, according to the members register of the association, the person is the owner of the membership share or is entitled to be entered in the members register or like record of the association as the owner of the membership share.

• 7(2)Holder of a membership share

  A reference in this Act to the holding of a membership share by or in the name of a person is a reference to the fact that the person is registered or is entitled to be registered in the members register or like record of the association as the holder of that share.

• 8Shareholder
• 8(1)

  For the purposes of this Act, a person is a shareholder of a body corporate when, according to the securities register of the body corporate, the person is the owner of one or more shares of the body corporate or is entitled to be entered in the securities register or like record of the body corporate as the owner of the share or shares.

• 8(2)Holder of a share

  A reference in this Act to the holding of a share by or in the name of any person is a reference to the fact that the person is registered or is entitled to be registered in the securities register or like record of the body corporate as the holder of that share.

• 9Significant interest
• 9(1)

  A person has a significant interest in a class of shares of an association where the aggregate of exceeds 10 per cent of all of the outstanding shares of that class of shares of the association.

• 9(1)(a)

  any shares of that class beneficially owned by the person, and

• 9(1)(b)

  any shares of that class beneficially owned by entities controlled by the person

• 9(2)Increasing significant interest

  A person who has a significant interest in a class of shares of an association increases that significant interest in the class of shares where the person or any entity controlled by the person in such number as to increase the percentage of shares of that class that are beneficially owned by the person and by any entities controlled by the person.

• 9(2)(a)

  acquires beneficial ownership of additional shares of that class, or

• 9(2)(b)

  acquires control of any entity that beneficially owns shares of that class,

• 10Acting in concert — members’ rights to vote
• 10(1)

  For the purposes of section 52, where two or more members have agreed, pursuant to any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of the exercise of any right to vote at a meeting of members, those members shall be deemed to be a single member.

• 10(2)Exception

  For the purposes of this section, members shall be presumed not to have agreed to act jointly or in concert solely by reason of the fact that

• 10(2)(a)

  their membership voting rights are vested in the same delegate or delegates; or

• 10(2)(b)

  they exercise their membership voting rights in the same manner.

• 10(3)Designation

  Where in the opinion of the Superintendent it is reasonable to conclude that an agreement, commitment or understanding referred to in subsection (1) exists by or among two or more members, the Superintendent may designate those members as members who have agreed to act jointly or in concert.

• 10(4)Contravention

  A member contravenes section 52 if the member agrees to act jointly or in concert with one or more other members in such a manner that a deemed single member contravenes that section.

• 11Acting in concert — shares
• 11(1)

  For the purposes of Part VIII, where two or more persons have agreed, pursuant to any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of those persons shall be deemed to be a single person who is acquiring beneficial ownership of the aggregate number of shares of the association or shares or ownership interests of the entity that are beneficially owned by them.

• 11(1)(a)

  shares of an association that they beneficially own,

• 11(1)(b)

  shares or ownership interests that they beneficially own of any entity that beneficially owns shares of an association, or

• 11(1)(c)

  shares or ownership interests that they beneficially own of any entity that controls any entity that beneficially owns shares of an association,

• 11(2)Idem

  Without limiting the generality of subsection (1), any agreement, commitment or understanding by or between two or more persons who beneficially own shares of an association or shares or ownership interests of any entity referred to in paragraph (1)(b) or (c), shall be deemed to be an agreement, commitment or understanding referred to in subsection (1).

• 11(2)(a)

  whereby any of them or their nominees may veto any proposal put before the board of directors of the association, or

• 11(2)(b)

  pursuant to which no proposal put before the board of directors of the association may be approved except with the consent of any of them or their nominees,

• 11(3)Exceptions

  For the purposes of this section, persons shall be presumed not to have agreed to act jointly or in concert solely by reason of the fact that

• 11(3)(a)

  one is the proxyholder of one or more of the others in respect of shares or ownership interests referred to in subsection (1); or

• 11(3)(b)

  they vote the voting rights attached to shares or ownership interests referred to in subsection (1) in the same manner.

• 11(4)Designation

  Where in the opinion of the Superintendent it is reasonable to conclude that an agreement, commitment or understanding referred to in subsections (1) and (2) exists by or among two or more persons, the Superintendent may designate those persons as persons who have agreed to act jointly or in concert.

• 11(5)Contravention

  A person contravenes a provision of Part VIII if the person agrees to act jointly or in concert with one or more other persons in such a manner that a deemed single person contravenes the provision.

• 12Substantial investment in body corporate
• 12(1)

  A person has a substantial investment in a body corporate where

• 12(1)(a)

  the voting rights attached to the aggregate of any voting shares of the body corporate beneficially owned by the person and by any entities controlled by the person exceed 10 per cent of the voting rights attached to all of the outstanding voting shares of the body corporate or, in the case of a cooperative corporation, the person, together with any entities controlled by the person, has the right to exercise more than 10 per cent of the votes that may be cast at an annual meeting; or

• 12(1)(b)

  the aggregate of any shares of the body corporate beneficially owned by the person and by any entities controlled by the person represents ownership of greater than 25 per cent of the equity of the body corporate.

• 12(2)Increasing substantial investment in body corporate

  A person who has a substantial investment in a body corporate pursuant to paragraph (1)(a) increases that substantial investment when the person or any entity controlled by the person

• 12(2)(a)

  acquires beneficial ownership of additional voting shares of the body corporate in such number as to increase the percentage of voting rights attached to the aggregate of the voting shares of the body corporate beneficially owned by the person and by any entities controlled by the person or, in the case of a cooperative corporation, obtains the right to exercise more than 10 per cent of the votes that may be cast at an annual meeting; or

• 12(2)(b)

  acquires, as the case may be,

• 12(2)(b)(i)

  control of any entity that beneficially owns any voting shares of the body corporate in such number as to increase the percentage of voting rights attached to the aggregate of the voting shares of the body corporate beneficially owned by the person and by any entities controlled by the person, or

• 12(2)(b)(ii)

  where the body corporate is a cooperative corporation, control of any entity that has the right to exercise one or more votes that may be cast at an annual meeting of the cooperative corporation.

• 12(3)Idem

  A person who has a substantial investment in a body corporate pursuant to paragraph (1)(b) increases that substantial investment when the person or any entity controlled by the person

• 12(3)(a)

  acquires beneficial ownership of additional shares of the body corporate in such number as to increase the percentage of the equity of the body corporate represented by the aggregate of the shares of the body corporate beneficially owned by the person and by any entities controlled by the person; or

• 12(3)(b)

  acquires control of any entity that beneficially owns any shares of the body corporate in such number as to increase the percentage of the equity of the body corporate represented by the aggregate of the shares of the body corporate beneficially owned by the person and by any entities controlled by the person.

• 12(4)New substantial investment

  For greater certainty, the acquisition is deemed to cause the person to increase a substantial investment in the body corporate.

• 12(4)(a)

  where a person has a substantial investment in a body corporate pursuant to paragraph (1)(a) and the person, or any entity controlled by the person, in such number as to cause the equity of the body corporate represented by the aggregate of the shares of the body corporate beneficially owned by the person and by any entities controlled by the person to exceed 25 per cent of the equity of the body corporate, or

• 12(4)(a)(i)

  purchases or otherwise acquires beneficial ownership of shares of the body corporate, or

• 12(4)(a)(ii)

  acquires control of any entity that beneficially owns shares of the body corporate

• 12(4)(b)

  where a person has a substantial investment in a body corporate pursuant to paragraph (1)(b) and the person or any entity controlled by the person in such number as to cause the voting rights attached to the aggregate of the voting shares beneficially owned by the person and by any entities controlled by the person to exceed 10 per cent of the voting rights attached to all the outstanding voting shares of the body corporate or, where the body corporate is a cooperative corporation, in such number that the person, together with any entities controlled by the person, has the right to exercise more than 10 per cent of the votes that may be cast at an annual meeting of the cooperative corporation,

• 12(4)(b)(i)

  purchases or otherwise acquires beneficial ownership of voting shares of the body corporate or, where the body corporate is a cooperative corporation, purchases or otherwise acquires beneficial ownership of membership shares of the cooperative corporation, or

• 12(4)(b)(ii)

  acquires control of any entity that beneficially owns voting shares of the body corporate or, where the body corporate is a cooperative corporation, acquires control of any entity that beneficially owns membership shares of the cooperative corporation,