Exception	(4) Subsection (1) does not apply if the purchase or other acquisition of shares or the acquisition of control referred to in that subsection would
	(a) result in the acquisition of control of the insurance holding company by the person referred to in that subsection;
	(b) where the person controls the insurance holding company but the voting rights attached to the aggregate of any voting shares of the insurance holding company beneficially owned by the person and by entities controlled by the person do not exceed 50 per cent of the voting rights attached to all of the outstanding voting shares of the insurance holding company, cause the voting rights attached to that aggregate to exceed 50 per cent of the voting rights attached to all of the outstanding voting shares of the insurance holding company;
	(c) result in the acquisition of a significant interest in a class of shares of the insurance holding company by an entity controlled by the person and the acquisition of that investment is not exempted by the regulations; or
	(d) result in an increase in a significant interest in a class of shares of the insurance holding company by an entity controlled by the person by a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever is applicable, and the increase is not exempted by the regulations.
Regulations	(5) The Governor in Council may make regulations
	(a) exempting from the application of paragraph (4)(c) the acquisition of a significant interest in a class of shares of the insurance holding company by an entity controlled by the person; and
	(b) exempting from the application of paragraph (4)(d) an increase in a significant interest in a class of shares of the insurance holding company by an entity controlled by the person by a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever applies.
When approval not required	937. (1) Despite subsections 927(1) and (2) and section 934, the approval of the Minister is not required if
	(a) the Superintendent has, by order, directed the insurance holding company to increase its capital and shares of the insurance holding company are issued and acquired in accordance with the terms and conditions, if any, that may be specified in the order; or
	(b) a person who controls, within the meaning of paragraph 3(1)(a), the insurance holding company acquires additional shares of the insurance holding company.
Exception	(2) Paragraph (1)(a) does not apply in respect of an insurance holding company in respect of which subsection 927(4) or (6) applies.
Pre-approval	(3) For the purposes of subsections 927(1) and (2) and section 934, the Minister may approve
	(a) the purchase or other acquisition of such number or percentage of shares of an insurance holding company as may be required in a particular transaction or series of transactions; or
	(b) the purchase or other acquisition of up to a specified number or percentage of shares of an insurance holding company within a specified period.
Public holding requirement	938. (1) Every insurance holding company shall, from and after the day determined under this section in respect of that insurance holding company, have, and continue to have, voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the insurance holding company and that are
	(a) shares of one or more classes of shares that are listed and posted for trading on a recognized stock exchange in Canada; and
	(b) shares none of which is beneficially owned by a person who is a major shareholder of the insurance holding company in respect of the voting shares of the insurance holding company or by any entity that is controlled by a person who is a major shareholder of the insurance holding company in respect of such shares.
Determina- tion of day	(2) If the insurance holding company has equity of one billion dollars or more on the day it comes into existence, the day referred to in subsection (1) is the day that is three years after that day and, in the case of any other insurance holding company, the day referred to in subsection (1) is the day that is three years after the day of the first annual meeting of the shareholders of the insurance holding company held after the equity of the insurance holding company first reaches one billion dollars.
Extension	(3) If general market conditions so warrant and the Minister is satisfied that an insurance holding company has used its best efforts to be in compliance with this section on the day determined under subsection (2), the Minister may specify a later day as the day from and after which the insurance holding company must comply with subsection (1).
Limit on assets	939. (1) Unless an exemption order with respect to the insurance holding company is granted under section 941, if an insurance holding company fails to comply with section 938 in any month, the Minister may, by order, require the insurance holding company not to have, until it complies with that section, average total assets in any three month period ending on the last day of a subsequent month exceeding the insurance holding company's average total assets in the three month period ending on the last day of the month immediately preceding the month specified in the order.
Average total assets	(2) For the purposes of subsection (1), the average total assets of an insurance holding company in a three month period shall be computed by adding the total assets of the insurance holding company as calculated for the month end of each of the three months in the period and by dividing the sum by three.
Increase of capital	940. Where the Superintendent has, by order, directed an insurance holding company to increase its capital and shares of the insurance holding company are issued and acquired in accordance with such terms and conditions as may be specified in the order, section 938 shall not apply in respect of the insurance holding company until such time as the Superintendent may, by order, specify.
Exemption by order of Minister	941. (1) An entity that controls an insurance holding company and that is
	(a) an insurance holding company that is in compliance with section 938,
	(b) a widely held bank,
	(c) a bank that would be in compliance with section 938 if it were an insurance holding company,
	(d) a widely held bank holding company,
	(e) a bank holding company that would be in compliance with section 938 if it were an insurance holding company,
	(f) a body corporate to which the Trust and Loan Companies Act applies that would be in compliance with section 938 if it were an insurance holding company,
	(g) a company that would be in compliance with section 938 if it were an insurance holding company,
	(h) a mutual company,
	(i) an association to which the Cooperative Credit Associations Act applies,
	(j) a body corporate that is incorporated and regulated by or under an Act of the legislature of a province and that is a mutual insurance corporation,
	(k) a cooperative credit society regulated by or under an Act of the legislature of a province,
	(l) a foreign institution, or
	(m) a body corporate incorporated or formed by or under an Act of Parliament or of the legislature of a province whose activities, and those of any entities that it controls, are, in the opinion of the Minister, when viewed as a whole, primarily financial,
	may apply to the Minister to exempt the insurance holding company from the requirements of section 938.
Terms and conditions	(2) In the case of an entity referred to in any of paragraphs (1)(a) to (l), the Minister may grant the exemption referred to in subsection (1) subject to such terms and conditions as the Minister considers appropriate.
Terms and conditions	(3) In the case of a holding body corporate referred to in paragraph (1)(m), the Minister may grant the exemption referred to in subsection (1) only if the Minister is satisfied that the holding body corporate will, if the exemption is granted, submit to and comply with sections 803 and 938 as though the holding body corporate were an insurance holding company and the Minister may grant the exemption subject to such terms and conditions as the Minister considers appropriate.
Effect of order	(4) Subject to subsection (5) and to such terms and conditions as are set out in an exemption order granted under this section, an insurance holding company in respect of which an exemption order is granted need not comply with section 938.
Expiration of exemption order	(5) The Minister may, by order, direct that an exemption order granted under this section in respect of an insurance holding company shall expire if
	(a) the entity that applied for the exemption order ceases to control the insurance holding company;
	(b) in the opinion of the Minister, the activities of the holding body corporate referred to in paragraph (1)(m) that applied for the exemption order, whether carried on directly or through entities that it controls, are no longer primarily financial;
	(c) the holding body corporate referred to in paragraph (1)(m) that applied for the exemption order ceases to comply with section 803 or 938; or
	(d) there is a breach of any term or condition set out in the exemption order.
Compliance with section 938	(6) Where an exemption order granted under this section expires, the insurance holding company in respect of which the exemption order was granted shall comply with section 938 as of the day the exemption order expires.
Limit on assets	(7) Where an insurance holding company fails to comply with section 938 on the day referred to in subsection (6), the insurance holding company shall not, until it complies with section 938, have average total assets in any three month period ending on the last day of a subsequent month exceeding the insurance holding company's average total assets in the three month period ending on the last day of the month immediately preceding the day referred to in subsection (6) or such later day as the Minister may, by order, specify.
Application of subsection 939(2)	(8) Subsection 939(2) applies for the purposes of subsection (7).
Exception	942. (1) If an insurance holding company fails to comply with section 938 as the result of any of the following, section 939 does not apply in respect of that insurance holding company until the expiration of six months after the day the insurance holding company failed to comply with section 938:
	(a) a distribution to the public of voting shares of the insurance holding company;
	(b) a redemption or purchase of voting shares of the insurance holding company;
	(c) the exercise of any option to acquire voting shares of the insurance holding company; or
	(d) the conversion of any convertible securities into voting shares of the insurance holding company.
Shares acquiring voting rights	(2) If as the result of an event that has occurred and is continuing, shares of an insurance holding company acquire voting rights in such number as to cause the insurance holding company to no longer be in compliance with section 938, section 939 does not apply in respect of that insurance holding company until the expiration of six months after the day the insurance holding company ceased to be in compliance with section 938 or such later day as the Minister may, by order, specify.
Exemption	(3) If a holding body corporate referred to in subsection 941(3) fails to comply with section 938 as the result of any of the following, paragraph 941(5)(c) does not apply in respect of that holding body corporate until the expiration of six months after the day the holding body corporate failed to comply with section 938:
	(a) a distribution to the public of voting shares of the holding body corporate;
	(b) a redemption or purchase of voting shares of the holding body corporate;
	(c) the exercise of any option to acquire voting shares of the holding body corporate; or
	(d) the conversion of any convertible securities into voting shares of the holding body corporate.
Shares acquiring voting rights	(4) If, as the result of an event that has occurred and is continuing, shares of a holding body corporate referred to in subsection 941(3) acquire voting rights in such number as to cause the holding body corporate to no longer be in compliance with section 938, paragraph 941(5)(c) does not apply in respect of that holding body corporate until the expiration of six months after the day the holding body corporate ceased to be in compliance with section 938 or such later day as the Minister may, by order, specify.
Acquisition of control permitted	943. (1) Subject to subsection (2) and sections 934 and 944, section 938 does not apply in respect of an insurance holding company if a person acquires control of an insurance holding company with equity of one billion dollars or more through the purchase or other acquisition of all or any number of the shares of the insurance holding company by the person or by any entity controlled by the person.
Undertaking required	(2) Subsection (1) applies only if the person provides the Minister with an undertaking satisfactory to the Minister to do all things necessary so that, within three years after the acquisition, or any other period that the Minister may specify, the insurance holding company has voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the insurance holding company and that are
	(a) shares of one or more classes of shares that are listed and posted for trading on a recognized stock exchange in Canada; and
	(b) shares none of which is beneficially owned by a person who is a major shareholder of the insurance holding company in respect of the voting shares of the insurance holding company or by any entity that is controlled by a person who is a major shareholder of the insurance holding company in respect of such shares.
Application of section 938	944. At the expiration of the period for compliance with an undertaking referred to in subsection 943(2), section 938 applies in respect of the insurance holding company.
Restriction on voting rights	945. (1) If, with respect to any insurance holding company, a particular person contravenes subsection 927(1), (4) or (6) or section 930, 931, 932 or 933 or fails to comply with an undertaking referred to in subsection 943(2) or with any term or condition imposed under section 948, no person, and no entity controlled by the particular person, shall, in person or by proxy, exercise any voting rights
	(a) that are attached to shares of the insurance holding company beneficially owned by the particular person or any entity controlled by the particular person; or
	(b) that are subject to an agreement entered into by the particular person, or any entity controlled by the particular person, pertaining to the exercise of the voting rights.
Subsection (1) ceases to apply	(2) Subsection (1) ceases to apply in respect of a person when, as the case may be,
	(a) the shares to which the contravention relates have been disposed of;
	(b) the person ceases to control the insurance holding company within the meaning of paragraph 3(1)(d);
	(c) if the person failed to comply with an undertaking referred to in subsection 943(2), the insurance holding company complies with section 938; or
	(d) if the person failed to comply with a term or condition imposed under section 948, the person complies with the term or condition.
Saving	(3) Despite subsection (1), if a person contravenes subsection 927(4) by reason only that, as a result of an event that has occurred and is continuing and is not within the control of the person, shares of the insurance holding company beneficially owned by the person or by any entity controlled by the person acquire voting rights in such number so as to cause the person to be a major shareholder of the insurance holding company, the Minister may, after a consideration of the circumstances, permit the person and any entity controlled by the person to exercise voting rights, in person or by proxy, in respect of any class of voting shares of the insurance holding company beneficially owned by them that do not in aggregate exceed 20 per cent of the voting rights attached to that class of voting shares.
Application for approval	946. (1) An application for an approval of the Minister required under this Division must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.
Applicant	(2) If, with respect to any particular transaction, this Division applies to more than one person, any one of those persons may make the application to the Minister for approval on behalf of all of those persons.
Matters for consideration	947. (1) Subject to subsection (2), if an application for an approval under section 927 is made, the Minister, in determining whether or not to approve the transaction, shall take into account all matters that the Minister considers relevant to the application, including
	(a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for any company that is a subsidiary of the insurance holding company;
	(b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of any company that is a subsidiary of the insurance holding company;
	(c) the business record and experience of the applicant or applicants;
	(d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;