What are Members being asked to vote on?
Members are being asked to vote to provide the final approvals required to complete the Transaction. This includes:
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Filing of the Québec Bill: The Québec Bill to be passed by the NAQ, will, among other things, give effect to certain steps of the previously approved Transaction; and.
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Entering into the Organizational Agreement: The Organizational Agreement will address certain aspects of the corporate organization of the entities involved in the different steps of the Transaction. The above items that are being submitted to the Members for approval are consistent in all material aspects with the Transaction described in the circular dated February 26, 2025 for the annual and special meeting of the Members (the “ASM”) held on April 24, 2025 (the “ASM Circular”) and approved by the Members. The Special Resolution being sought is expected to constitute the final approval required from the Members before the Transaction can be completed.
Can you outline the key events leading up to the merger of Gore Mutual Holding and Beneva?
What are the key steps in the Transaction?
I thought I voted on the Transaction at the ASM, why am I voting again?
Yes, you did vote on the Transaction at the ASM. During the ASM, Members overwhelmingly approved the Transaction with 94.6% of votes cast in favor thereof.
However, the completion of the Transaction requires additional approvals from Members, as described in the Circular, which are being sought at the upcoming Meeting. These final approvals are necessary to proceed with the remaining steps of the Transaction, including the filing of the Québec Bill and the execution of the Organizational Agreement.
I didn’t vote at the ASM as I was not a Member, why am I being asked to vote at the Meeting?
What are the benefits to Members?
The Transaction will create a stronger and more stable insurance company, offering enhanced financial strength, improved customer experience, increased employment opportunities, greater choice for consumers, and continued mutual values.
The main benefits of the merger for members are as follows:
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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 Transaction will create a more resilient group with broader geographical reach, a varied portfolio of insurance products, greater financial scale, significantly mitigating insurance risk from natural catastrophes.
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Offers a Strong and Meaningful Alternative: 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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Gore Members will become Full Members of the merged Beneva and Gore Organization: All policyholders will be treated fairly and equitably, with no changes to existing property and casualty coverage. Gore Members will retain their governance rights and gain enhanced access to additional products and governance participation opportunities.
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Continuity through combined Gore-Unica subsidiary: 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 our local communities.
These benefits highlight the positive impact the Transaction is expected to have on Members, enhancing their overall experience and providing greater stability and opportunities.
How will my rights as a policyholder change as a result of the Transaction?
As discussed in the ASM Circular, the Board is of the view that the Transaction will provide fair and equitable treatment to all policyholders and will not have a negative impact on mutual or non-mutual policyholders. Please refer to the section entitled “Summary Comparison of Corporate Rights” in the ASM Circular for a detailed comparison of the corporate rights of policyholders under the ICA, on the one hand, and the proposed contemplated provisions of the Québec Bill, on the other hand, and please refer to the section entitled “Beneva Mutual Members Rights” for a summary of the implications of the Transaction on the membership attributes under Beneva’s current membership structure.
Will current services change after closing of the Transaction?
The current services provided by Gore will not change. The insurance products and services you currently receive will continue to be offered as they are now.
Why am I receiving these proxy voting materials?
As a longstanding mutual policyholder of Gore, you are a Member, and Members have the right to receive notice of Member meetings, attend Member meetings, and vote on matters at Member meetings.
When and where is the Meeting being held?
The Meeting of Members is being held on October 30, 2025 at 3:00 p.m. (Eastern Daylight Time) at Gore’s Head Office at 252 Dundas Street North, Cambridge, Ontario.
How did I become a member?
Gore customers who have been with Gore for ten (10) consecutive years or more and who hold a homeowners’, condo and/or tenants’ policy with Gore automatically become Members. Members govern Gore by electing directors, appointing an auditor and voting on other business and have the option of receiving notices to Member meetings and receiving materials.
Who is eligible to vote at the meeting?
Only the Company’s Members of record at the close of business on September 30, 2025 are entitled to receive notice of, and to vote at, the Meeting and any adjournment or postponement thereof.
How can I vote?
Enclosed with your Circular is a form of proxy. You can vote:
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By internet at the following website www.MyProxyOnline.com/gore and enter your control number
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On your smartphone by scanning the QR code on your form of proxy
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By telephone by contacting Kingsdale Advisors at 1-866-581-1479; or
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By mail by returning the completed, dated and signed proxy form to Kingsdale Advisors, in the envelope provided for that purpose.
If you have any questions or need assistance voting, please contact Kingsdale Advisors at 1-866-581-1479 (toll free in North America), or at 647-251-9741 (call or text), or by email at goremember@kingsdaleadvisors.com.
How do I get my control number if I don’t have it?
Your control number is located on your form of proxy at the top of the page on the right-hand side. If you no longer have your form of proxy, please contact Kingsdale Advisors at 1-866-581-1479 (toll free in North America), or at 647-251-9741 (call or text) or via email at goremember@kingsdaleadvisors.com and a Member Engagement Specialist will assist you with retrieving your control number.
When do I have to vote by?
Your completed proxy must be received by mail, voted online or by telephone on or before 5:00 p.m. (Eastern Daylight Time) on October 20, 2025, or if the Meeting is adjourned, no later than 5:00 p.m. (Eastern Daylight Time) on the day that is the tenth day preceding the day to which the Meeting is adjourned.
How many votes is a Member entitled to vote at the meeting?
Each Member, regardless of the number of mutual policies held, is entitled to one (1) vote at the Meeting. If one or more Qualifying Policies is/are issued in the joint names of two or more Members, one (and only one) of the joint Members may cast one vote in respect of the joint Qualifying Policy or Policies held between them. The Company’s By-laws provide that any one of the joint Members present at the Meeting, or represented by duly appointed proxy, may vote in the absence of the other or others, but that if more than one of them is present at the Meeting, either in person or by duly appointed proxy, only the person whose name first appears on the policy, or the duly appointed proxy of such first-named person, as the case may be, is entitled to vote.
What happens if I send in my proxy without specifying what/for whom to vote?
If no choice is specified in the proxy with respect to a matter to be acted upon and the Member has appointed one of the designated persons named in the form of proxy, the proxy confers discretionary authority with respect to that matter upon the designated persons named in the form of proxy and it is intended that the designated persons will vote the proxy in favor of all matters identified in the proxy and any other matters proposed by the Company at the Meeting.
Who can help answer my questions?
If you have any questions or need assistance voting, please contact Kingsdale Advisors at 1-866-581-1479 (toll free in North America), or at 647-251-9741 (call or text), or by email at goremember@kingsdaleadvisors.com.