
Annual And Special Meeting Of Members
Thursday, April 24, 2025 at 2:30 p.m. (Daylight Savings Time)

Gore Mutual and Beneva proposing to join forces
Stronger Together,
Brighter Horizons
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Creating a Stronger Platform for Growth
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Better Management of Insurance Risk Through Diversification
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Commitment to the Mutual Model
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Fair and Equitable Treatment of Policyholders
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Preserving Gore’s Impact for Members, Employees and Communities

We’re pleased to announce that Gore Mutual and Beneva, Canada’s largest mutual insurer, intend to merge, creating a stronger, purpose-driven organization dedicated to serving our members, customers, and communities.
Meeting Logistics
Record Date
February 28, 2025
Mailing Date
March 21, 2025
Proxy Cut-off Date
Monday, April 14, 2025 at 5:00 p.m. (Daylight Savings Time)
Meeting Date
Thursday, April 24, 2025 at 2:30 p.m. (Daylight Savings Time)
Meeting Location
Gore Mutual Head Office
252 Dundas Street North, Cambridge, Ontario
Additional Information
Independent Registrar: Kingsdale Advisors

What This Means For You
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Creating a Stronger Platform for Growth: Gore has grown rapidly but would need access to capital for continued growth. Joining forces with Beneva will provide the capital and strong foundation for future growth, benefiting members and communities alike.
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Better Management of Insurance Risk Through Diversification: The merger will create a more resilient group with broader geographical reach, a varied portfolio of insurance products, and greater financial scale, significantly mitigating insurance risk from natural catastrophes.
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Commitment to Mutual Model: The combined company will offer a meaningful alternative to shareholder-driven insurers, focusing on diverse and competitively priced products while building strong relationships with members and brokers.
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Fair and Equitable Treatment of Policyholders: All policyholders will be treated fairly and equitably, with no changes to existing property and casualty coverage. Members will join Beneva, retaining their governance rights and gaining enhanced access to additional products and governance participation opportunities.
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Preserving Gore’s Impact for Members, Employees and Communities: Gore—combined with Beneva-owned Unica Insurance—will operate as a separate subsidiary with a distinct board of directors, ensuring continuity. It will maintain Gore’s historic commitment to Cambridge and support for local communities.

Highlights Of The Merger
Special Matters To Be Acted Upon At The Meeting - The Transaction
At the Meeting, Members will be asked to consider and, if deemed advisable, pass the Special Resolution approving a transaction (the “Transaction”) pursuant to which, among other things, the Company will continue as a body corporate under the laws of the Province of Québec as if it had been incorporated under those laws and under the supervision of the AMF in Québec for purposes of an eventual merger of the organizations of the Company and Beneva, pursuant to the terms and conditions of a transaction agreement between the Company and Beneva, and certain other parties,
dated January 20, 2025 (the “Transaction Agreement”). Details of the Transaction are set out in the Circular, which describes the Transaction and includes certain information to assist Members in considering how to vote on the Special Resolution in respect of the Transaction.
The Board UNANIMOUSLY recommends that Members vote FOR the Special Resolution in respect of the Transaction.
Transaction Timeline
1
2
4
Amalgamation of the insurers
(and holding companies)
Amalgamation of the mutual holding companies
(Québec private bill)
Gore Mutual's
transformation
(Québec private bill)
Gore Mutual's
continuation
(Federal private bill)
Current
Situation
GORE MUTUAL
BENEVA
MUTUAL
GORE-UNICA
GORE MUTUAL
HOLDING
COMPANY
GORE
INSURANCE
COMPANY
GORE
INSURANCE
COMPANY
BENEVA
MUTUAL
3
GORE MUTUAL
Rollovers of the shares
of Gore insurance Company
BENEVA INSURANCE
COMPANY
5
GORE INSURANCE
COMPANY
UNICA
QUÉBEC
REGULATED
FEDERALLY
REGULATED
Frequently Asked Questions
General Matters To Be Voted On
In addition to the special resolution, you are also being asked to vote on the election of directors and appointment and remuneration of auditors.
1. Election of Directors
2. Appointment and Remuneration of Auditors
Appointing the auditor for the ensuing year and authorizing the directors to fix the remuneration of the auditor. The auditor nominee, Ernst & Young LLP, Chartered Professional Accountants, is the incumbent external auditor and has been the auditor of the Company since 2018.
3. Special Resolution
Voting on a special resolution, a copy of which is attached as Schedule A to the attached Management Proxy Circular (the “Circular”), authorizing the Transaction (as defined in the Circular), pursuant to which, among other things, the Company will continue as a body corporate under the laws of the Province of Québec as if it had been incorporated under those laws and under the supervision of the Autorité des marchés financiers in Québec for the purposes of an eventual merger of the organizations of the Company and Beneva Mutual.
Questions? Need Help Voting?
Call, text or email a Kingsdale engagement specialist
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(North America Toll Free) 1-866-581-1479
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(Text or Call) 1-647-251-9741
HAVE QUESTIONS? NEED HELP VOTING