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NOTICE OF SPECIAL MEETING OF MEMBERS

ALL TRANS FINANCIAL SERVICES CREDIT UNION LIMITED

Wednesday, October 12, 2016  

NOTICE IS HEREBY GIVEN that a special meeting of the members of All Trans Financial Services Credit Union Limited (the “Credit Union”) will be held at the Boardroom, Suite 707, 3250 Bloor Street West, Toronto, ON M8X 2X9 at 4:30 p.m. on Wednesday, the 12th of October, 2016.  Registration will commence at 4:00 p.m.

The purpose of this meeting is:

1. To consider and, if thought advisable, to pass, pursuant to section 204 of the Credit Unions and Caisses Populaires Act, 1994 (the “Act”), a special resolution which:

(a) approves the agreement (the “Asset Purchase Agreement”) transferring the Credit Union’s assets to PACE Savings and Credit Union Limited (“PACE”), which agreement is dated as of the 29th day of July, 2016; and

(b) authorizes the Credit Union, as soon as practicable after the closing of the transaction contemplated by the Asset Purchase Agreement, to apply to the Superintendent of Financial Services for an order dissolving the Credit Union on the grounds that it has neither assets nor liabilities.

The text of the proposed special resolution is attached to this notice of meeting.

2. To conduct such further and other business as may properly come before the meeting or any adjournments thereof.

 

DATED the 30th day of September, 2016.

BY ORDER OF THE BOARD

Brian Elcombe, Corporate Secretary

Notes:

1.The special resolution approving the Asset Purchase Agreement and authorizing the Credit Union’s dissolution is subject to approval as a special resolution of the members of the Credit Union.  

2. Members of the Credit Union must be present at the meeting personally in order to have their vote counted in the members’ meeting.  Members of the Credit Union who are “legal persons” (i.e., corporations, partnerships, or associations) may vote by proxy as permitted by the Credit Union’s by-laws.

3. Only members according to the records of the Credit Union as of September 29, 2016 (the “Record Date” according to the Credit Union’s by-laws), shall be entitled to vote at the meeting. 

SPECIAL RESOLUTION OF THE MEMBERS OF All Trans CREDIT UNION LIMITED (the “Credit Union”)
BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. The agreement to transfer all of the assets of the Credit Union to PACE Savings Credit Union Limited (“Pace”) and to permit Pace to assume all of the Credit Union’s liabilities, entered into between the Credit Union and Pace on the 29th day of July, 2016 (the “Asset Purchase Agreement”), be hereby adopted and approved without amendment or variation.

2. The Credit Union is hereby authorized, pursuant to section 297 of the Credit Unions and Caisses Populaires Act, 1994, as amended, to apply, as soon as practical after the closing of the transaction contemplated by the Asset Purchase Agreement, to the Superintendent of Financial Services for an order dissolving the Credit Union on the grounds that it has neither assets nor liabilities.

3. No further approval of the members or shareholders of the Credit Union be required if the Board of Directors of the Credit Union determines, in its sole and absolute discretion, that the conditions precedent for the benefit of the Credit Union contained in the Asset Purchase Agreement have not been met, and that the Credit Union will therefore not complete the transaction contemplated by the Asset Purchase Agreement.

4. Any officer or director of the Credit Union is authorized and directed to execute and deliver, in the name and on behalf of the Credit Union and under its corporate seal or otherwise, all such certificates, instruments, agreements, articles, notices, affidavits and other documents, and to do all such other acts and things, as in the opinion of such person may be necessary or desirable, either to carry out the intent of this resolution, or in connection with the Asset Purchase Agreement and with the performance by the Credit Union of its obligations thereunder.


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