Canada Gazette, Part I, Volume 151, Number 39: MISCELLANEOUS NOTICES

September 30, 2017

UNIFUND ASSURANCE COMPANY

REDUCTION OF STATED CAPITAL

In accordance with subsection 79(5) of the Insurance Companies Act (Canada), notice is hereby given of the intention of Unifund Assurance Company (the “Company”), having its head office in St. John's, Newfoundland and Labrador, Canada, to apply to the Superintendent of Financial Institutions (Canada) for approval to reduce the stated capital of the Company pursuant to a special resolution adopted by the sole shareholder dated September 21, 2017, which reads as follows:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

  1. Subject to the written approval of the Superintendent of Financial Institutions (Canada) [the “Superintendent”], the Company is authorized to reduce the stated capital account for the common shares of the Company by up to Ninety Million ($90,000,000.00) Dollars and that such amount be distributed to The Johnson Corporation as the sole shareholder of the Company;
  2. The stated capital account for the common shares of the Company shall be adjusted to reflect such reduction;
  3. The Company, through its authorized officers, is authorized and directed to do all things and execute all instruments and documents necessary or desirable to carry out the foregoing including, without limitation, the publication in the Canada Gazette of a notice of intention to apply for approval to reduce the stated capital of the Company along with this special resolution and the making of an application for the approval of the Superintendent within three months after the time of the passing of this special resolution; and
  4. The Johnson Corporation has no reasonable grounds for believing, and understands that the Company, after due enquiry, has no reasonable grounds for believing that the Company is, or the reduction would cause the Company to be, in contravention of subsection 515(1), any regulation made under subsection 515(2) or any order made under subsection 515(3) of the Insurance Companies Act (Canada).

THE FOREGOING resolution is hereby consented to by the sole shareholder of the Company pursuant to the Insurance Companies Act (Canada), which consent may be withdrawn by the sole shareholder in writing at any time preceding the completion of the transactions contemplated herein.

Note: The publication of this notice should not be construed as evidence that approval will be issued for the reduction of capital. The granting of the approval will be dependent upon the normal Insurance Companies Act (Canada) review process and the discretion of the Superintendent of Financial Institutions.

Toronto, September 21, 2017

John Asher
Senior Vice-President and Chief Financial Officer

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