CANADIAN GENERAL INVESTMENTS, LIMITED

Annual Information Form

March 11, 2024

TABLE OF CONTENTS

Page

Name, Formation and History of the Company…….……………………………

1

Investment Restrictions…………………………………………………………….

2

Description of Capital Stock………………………………………………………

3

Valuation of Portfolio Securities and Calculation of Net Asset Value…………

4

Purchase and Redemption or Sale of Securities of the Company……………

6

Responsibility for Company Operations…………………………………………

6

Principal Shareholders………………………………………………………………

11

Conflicts of Interest…………………………………………………………………

12

Independent Review Committee……………………………………………………

13

Securities Lending Operations……………………………………………………..

14

Proxy Voting Policies and Procedures……………………………………………

14

Short-Term Trading………………………………………………………………….

16

Canadian Federal Income Tax Considerations…………………………………

16

Material Contracts…………………………………………………………………

22

Risk Factors…………………………………………………………………………

22

Certain statements included in this Annual Information Form may constitute forward-looking statements, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend" and similar expressions to the extent they relate to the Company or the Manager. In addition, any statement that may be made concerning future financial performance (including revenues, earnings or growth rates), ongoing business, objectives or investment strategies or prospects and possible future actions by the Company are also forward-looking statements. Such forward-looking statements are not historical facts but reflect the Company's or the Manager's current expectations regarding future results or events. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risk Factors" and in other sections of this Annual Information Form. The reader is cautioned to consider these and other factors carefully when making decisions with respect to the Company and not place undue reliance on forward-looking statements. Except as may be required by applicable law, neither the Company nor the Manager undertakes any obligation to update publicly or to revise any of such forward-looking statements, whether as a result of new information, future events or otherwise.

NAME, FORMATION AND HISTORY OF THE COMPANY

Canadian General Investments, Limited (referred to herein as "CGI" or the "Company") was established under the laws of the Province of Ontario pursuant to letters patent dated January 15, 1930 (under its original name, Second Canadian General Investments Limited, which was subsequently changed to Canadian General Investments, Limited pursuant to supplementary letters patent dated August 17, 1931). CGI is considered an "investment fund" and a "non-redeemable investment fund" for purposes of applicable securities laws.

CGI is a closed-end investment fund focussed on medium- to long-term investments in primarily Canadian corporations. Its objective is to provide better than average returns to investors through prudent security selection, timely recognition of capital gains/losses and appropriate income-generating instruments.

The Company currently manages its investments so as to satisfy the investment requirements of being an "investment corporation" under the Income Tax Act (Canada) (the "Tax Act"). The primary benefit to the Company of such status is that the Company is entitled to obtain a refund of any tax paid by it on its realized capital gains by distributing its capital gains to shareholders by way of dividends. The Company must file an election with the Canada Revenue Agency with respect to this form of dividend which is then regarded as a "capital gains dividend". A capital gains dividend is treated as a capital gain in the hands of shareholders as if they had directly realized the capital gain realized by the Company. In effect, therefore, there is no corporate level tax on the capital gains realized by the Company.

There are certain limiting aspects of maintaining such status, including that not more than 25% of the Company's gross revenue may be from interest and that at least 85% of the Company's gross revenue must be from sources in Canada.

CGI regularly reviews the benefits and limitations of continuing to maintain such "investment corporation" status.

Major events affecting the Company during the past ten years include:

  • On June 9, 2016 the Company entered into a credit agreement giving it access to $75 million (the "Credit Facility") and drew down the full amount. The Credit Facility was a non-revolving,three-yearfixed-rate facility that bore interest at 2.28% per annum that was paid quarterly. The proceeds of the Credit Facility were used to fund the redemption of the $75 million 3.90%, Cumulative Redeemable Class A Preference shares, Series 3 and on an ongoing basis as part of the Company's overall leverage strategy. These shares had originally been issued in February 2006.
  • On June 5, 2019, CGI entered into an amended and restated credit agreement for a $100 million one-yearnon-revolving secured credit facility (the "Amended

1

and Restated Credit Facility"). Amounts could be borrowed under the Amended and Restated Credit Facility through prime rate loans, which bear interest at the greater of the bank's prime rate and the Canadian Deposit Offered Rate (CDOR) plus 1.00% per annum, or bankers' acceptances, which bear interest at the CDOR plus 0.75% per annum. The Amended and Restated Credit Facility had the effect of extending the maturity date and increasing the credit limit on the $75 million Credit Facility that was scheduled to mature on June 6, 2019. The Amended and Restated Credit Facility had an evergreen feature, which allowed the Company to continue use of the facility indefinitely (beyond the initial one- year term), provided the bank had not given the Company one-year's notice of terminating the facility. On May 12, 2020, the Company received notice from the lender that the facility was being converted into a fixed-term facility with a maturity date of May 12, 2021 and it was repaid on that date.

  • On May 12, 2021 the Company entered into a prime brokerage services agreement with a Canadian chartered bank. Margin borrowing of $100 million under this new agreement (the "Prime Brokerage Services Facility") was used to extinguish the $100 million borrowed under the Amended and Restated Credit Facility. Amounts borrowed under this agreement bear interest at the one-month Canadian Dollar Offered Rate (CDOR) plus 0.60% per annum. The agreement requires the Company to pledge securities as collateral for margin borrowings and may be terminated immediately by the prime broker upon the occurrence and continuation of an event of default, as defined in the agreement, or by either party with 30 days' notice.
  • On June 12, 2023 the Company redeemed the $75 million 3.75%, Cumulative Redeemable Class A Preference Shares, Series 4 in accordance with the terms thereof. Margin borrowing was increased by $75 million to fund the redemption. These shares had originally been issued in May 2013. Since this redemption, all of the Company's leverage has been through margin borrowing.

Morgan Meighen & Associates Limited (referred to herein as "MMA" or the "Manager") is the manager of CGI.

The head office and principal place of business of both the Company and the Manager is 10 Toronto Street, Toronto, Ontario, M5C 2B7.

INVESTMENT RESTRICTIONS

CGI is subject to, and managed in accordance with, certain restrictions and practices prescribed by securities legislation, including National Instrument 81-102Investment Funds ("NI 81-102") which are designed, in part, to ensure proper administration and diversification of CGI's investments. However, NI 81-102 does not subject non- redeemable investment funds (closed-end investment funds), including the Company, to

2

all of the same restrictions and practices with respect to concentration and liquidity of portfolio holdings as mutual funds.

Subject to the terms of the amended and restated management agreement between the Company and the Manager dated July 18, 2018 (the "Management Agreement"), the Manager acts in accordance with the Company's investment objectives, guidelines, strategy and restrictions (collectively, the "Investment Policy") as established and amended from time to time by the Board of Directors of CGI (the "Board"). The Investment Policy includes certain restrictions that are required to maintain the Company's status as an investment corporation as described under "Canadian Federal Income Tax Considerations - Taxation of the Company". In the case of any event of non-compliance by the Manager in respect of the Company's Investment Policy at any time, the Manager shall report the specifics of such non-compliance to the Company in a manner as directed by the Board and shall thereafter implement the instructions given to the Manager by the Company as directed by the Board.

DESCRIPTION OF CAPITAL STOCK

Common Shares

The Company is authorized to issue an unlimited number of common shares of which 20,861,141 were outstanding at February 29, 2024. Each holder of common shares is entitled to one vote for each common share registered in his or her name.

Holders of common shares are entitled to receive dividends if, as and when declared by the Company and, subject to the rights of the holders of another class of shares, are entitled to receive the remaining property of the Company on the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs.

Matters Requiring Securityholder Approval

Pursuant to NI 81-102, the following matters relating to the Company require the approval of shareholders by the affirmative vote of at least a majority of the votes cast at a meeting called for such purpose:

  • a change in the method of calculating, or the introduction of, a fee or expense charged to the Company or directly to securityholders by the Company or the Manager in connection with the holding of securities of the Company that could increase the charges to the Company or its securityholders;
  • the appointment of a new manager, unless the new manager is an affiliate of the current Manager;

3

  • a change in the Company's fundamental investment objectives;
  • any decrease in the frequency of calculating the net asset value per common share of the Company (the "NAV");
  • subject to certain exceptions, a reorganization with, or transfer of assets to, another issuer if:
    • the Company ceases to continue following the reorganization or transfer of assets, and
    • the transaction results in the securityholders of the Company becoming securityholders in the other issuer;
  • a reorganization with, or acquisition of assets from, another issuer if:
    • the Company continues after the reorganization or acquisition of assets,
    • the transaction results in the securityholders of the other issuer becoming securityholders in the Company, and
    • the transaction would be a material change to the Company; and
  • the Company implements any of the following:
    • a restructuring into a mutual fund, or
    • a restructuring into an issuer that is not an investment fund.

VALUATION OF PORTFOLIO SECURITIES AND CALCULATION OF NET ASSET VALUE

In calculating the value of a security or other asset held by the Company at any time, the following valuation principles are used:

  1. the value of any cash on hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses, cash dividends received (or to be received and having been declared to shareholders of record on a date before the date as of which the net asset value is being determined), and interest accrued and not yet received, shall be deemed to be the full amount thereof provided that:
    1. the value of any security which is a debt obligation which, at the time of acquisition, had a remaining term to maturity of 90 days or less shall be the amount paid to acquire the obligation plus the amount of any interest accrued on such obligation since the time of acquisition; and
    2. if the Manager has determined that any such deposit, bill, demand note or account receivable is not worth the full amount thereof, the value thereof shall be deemed to be such value as the Manager determines to be the fair value thereof;
  2. the value of any security which is listed or dealt in upon a stock exchange shall be determined by taking the latest available sale price of recent date, or lacking any

4

recent sales or any record thereof, the latest available bid price, which in the opinion of the Manager reflects the value thereof, as at the valuation date on which the net asset value is being determined, all as reported by any means in common use;

  1. the value of any security which is not listed or dealt with upon any stock exchange shall be determined on the basis of such price or yield equivalent quotations (which may be public quotations or may be obtained from major market makers) as the Manager determines best reflects its fair value;
  2. restricted securities (securities which, pursuant to provincial securities legislation, are purchased through a private placement from a qualifying issuer and are restricted from trading on a stock exchange for a period from the date of the private placement pursuant to regulatory requirements) shall be valued at the lesser of the value thereof based on reported quotations in common use and that percentage of the market value of securities of the same class, the trading of which is not restricted or limited by reason of any representation, undertaking or agreement, or by law, equal to the percentage that the Company's acquisition cost was of the market value of such securities at the time of acquisition, provided that a gradual taking into account of the actual value of the securities may be made when the date on which the restriction will be lifted is known;
  3. the value of bonds, debentures and other long-term debt obligations shall be determined by taking the average of the bid and ask quotations on a valuation date or such value as the Manager may deem to be reasonable;
  4. all liquid assets and securities of the Company valued in terms of foreign currency and contractual obligations payable to the Company in foreign currency shall be translated into Canadian currency using the applicable noon rate of exchange prevailing on the valuation date, as determined by the Manager; and
  5. notwithstanding the above, the value of any security or property to which, in the opinion of the Manager, the above principles cannot be applied (whether a market quotation is not readily available, the market quotation is considered inappropriate, or for any other reason) shall be the fair value thereof determined in a consistent and reasonable manner using available sources of information and commonly used valuation techniques.

The Manager does not have the discretion to vary these valuation principles.

The NAV of CGI is calculated by the Manager as at the close of business each day that the Toronto Stock Exchange ("TSX") is open for trading. The NAV on any particular day is calculated by dividing the net asset value of the Company (being the value of its assets less the value of its liabilities, both as determined by the Manager) by the total number of common shares outstanding at that time.

5

Such information is provided by the Manager on request at no cost, posted on www.canadiangeneralinvestments.ca and provided to various information services for publication in various media in Canada, the U.K. and the U.S.

PURCHASE AND REDEMPTION OR SALE OF SECURITIES OF THE COMPANY

CGI's common shares are listed and posted for trading on both the TSX and the London Stock Exchange ("LSE") under the ticker symbol CGI. Investors who wish to purchase any of CGI's common shares can do so through the facilities of the TSX or the LSE, by contacting their investment advisors. The common shares are not being distributed by the Company currently.

Although the Manager calculates the NAV on a daily basis at the close of trading, investors will not generally be required to purchase common shares at this amount as CGI's common shares generally trade at a lower value than its NAV. This is known as the "discount". Further information with respect to the discount is described under "Risk Factors - Discount".

The common shares of the Company are not redeemable by the investor. As described above, investors will not necessarily be able to dispose of their common shares at the NAV thereof. In order to dispose of securities, an investor must sell his or her securities through the facilities of the TSX or the LSE, or privately.

Securities of the Company that are purchased or sold on an exchange through a broker may be subject to a commission that is payable to the broker executing the transaction. The brokerage commission will vary by broker.

In either the purchase or sale of securities, a broker may make provision in the arrangements that it has with an investor that will require the investor to compensate the broker for any losses suffered by the broker in connection with a failed settlement of a purchase or sale of securities of the Company caused by the investor.

RESPONSIBILITY FOR COMPANY OPERATIONS

The Manager and Portfolio Adviser

The Manager, Morgan Meighen & Associates Limited, was incorporated under the laws of the Province of Ontario by certificate and articles of incorporation dated August 30, 1955 and is registered as an adviser in the category of portfolio manager in the provinces Ontario, Alberta, British Columbia, Manitoba and Saskatchewan. It is also registered as an investment fund manager in the province of Ontario. The head office and the principal office of the Manager are located at 10 Toronto Street, Toronto, Ontario, M5C 2B7 (website: www.mmainvestments.com, e-mail:mma@mmainvestments.com).

6

The Manager is also the portfolio adviser to the Company.

Subject to the terms of the Management Agreement, the Manager manages the investment portfolio and makes investment decisions, provides administrative services including making brokerage arrangements for the purchase and sale of securities, calculating the net asset value of the Company, maintaining financial and corporate records, preparing financial statements and all required regulatory filings and assists in promotional activities.

For services rendered pursuant to the Management Agreement, MMA is entitled to receive a fee of 1.0% per annum of the Company's investments at market value adjusted for cash balances, portfolio accounts receivable and portfolio accounts payable (calculated without regard to any securities owned by the Company in any company or other entity whose investment portfolio is managed by the Manager) calculated at the close of business at the last business day of the month and payable on the 15th of the following month.

Either party may terminate the Management Agreement by giving not less than 180 days' prior written notice of termination to the other party. Such notice may only be given by the Company to the Manager by a resolution passed by at least two-thirds of the votes cast at a meeting of common shareholders of the Company with two or more persons present in person or by proxy representing not less than 50% of common shares then outstanding. In the event of termination of the Management Agreement by the shareholders as described above, the Manager will be entitled to a termination payment in an amount equal to three-quarters of the fees paid or payable to the Manager during the most recently completed twelve-month period.

The Company may terminate the Management Agreement by written notice to the Manager in the event the Manager is materially in breach or default of the provisions of the Management Agreement and such breach has not been rectified within 30 days' notice of such breach. In such case, the Manager will not be entitled to a termination payment as described above.

The Manager may terminate the Management Agreement by written notice to the Company in the event that the Company is materially in breach or default of the provisions of the Management Agreement and such breach has not been rectified within 30 days' notice. In such case, the Manager will be entitled to the termination payment as described above.

Additional information with respect to the Management Agreement is contained in the Management Information Circular dated February 29, 2024 (the "2024 Circular") under "Management Contract" which is incorporated herein by reference. A copy of the 2024 Circular has been filed on SEDAR+ at www.sedarplus.com.

7

The following table summarizes the name, municipality of residence and position held for each of the directors and officers of the Manager:

Name and Municipality of Residence

Office with the Manager

Vanessa L. Morgan

President, Chief Executive Officer and

Mississauga, Ontario

Director

Jonathan A. Morgan

Executive Vice-President, Chief Operating

Toronto, Ontario

Officer and Director

Frank C. Fuernkranz

Senior Vice-President, Operations, Chief

Toronto, Ontario

Financial Officer & Secretary

D. Greg Eckel

Senior Vice-President and Director

Toronto, Ontario

Clive. W. Robinson

Senior Vice-President

Toronto, Ontario

Christopher J. Esson

Vice-President and Treasurer

Toronto, Ontario

Victor B. Cheung

Vice-President

Toronto, Ontario

D. Christopher King

Vice-President

Toronto, Ontario

Niall C.T. Brown

Assistant Vice-President

Toronto, Ontario

Kimberley A. Garston

Assistant Vice-President

Toronto, Ontario

Laura M. Jess

Chief Compliance Officer

Burlington, Ontario

The principal occupations of the above directors and officers correspond with their office held at MMA.

During the five years preceding the date of this Annual Information Form, each of the directors and officers of the Manager has been engaged in his or her principal occupation or in other capacities with the Manager with the exception of Victor Cheung who, prior to January 2024, was Vice-President - Senior Analyst at BMO Global Asset Management and, prior to May 2020, was Associate Portfolio Manager at Focus Asset

8

Attention: This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Canadian General Investments Limited published this content on 13 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 March 2024 17:51:07 UTC.