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Annual And Special Meeting Of Members​​

Thursday, April 24, 2025 at 2:30 p.m. (Daylight Savings Time)

Gore_Mutual_Member_Town_Hall
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​Gore Mutual and Beneva proposing to join forces

Stronger Together,

Brighter Horizons

  • Creating a Stronger Platform for Growth

  • Better Management of Insurance Risk Through Diversification

  • Commitment to the Mutual Model

  • Fair and Equitable Treatment of Policyholders

  • Preserving Gore’s Impact for Members, Employees and Communities

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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

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What This Means For You

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

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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

Key Documents

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Management Proxy Circular 2025

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Annual Report 2024

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Merger Information Sheet

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Background to the Transaction

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Member Townhall and Voting Information Sheet

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Background to the Next Horizon Strategy 

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Questions and Answers

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Recommendation of the Board

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.

How To Vote

Have your control number?

Questions? Need Help Voting?

Call, text or email a Kingsdale engagement specialist

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HAVE QUESTIONS? NEED HELP VOTING

1-866-581-1479 (North America Toll Free)
1-647-251-9741 (Text or Call)

goremember@kingsdaleadvisors.com
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